As Filed With the Securities and Exchange Commission on October 6, 2009
Registration No. 333-159517
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM S-1/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LORAN CONNECTION CORP.
(Exact name of registrant as specified in its charter)
Nevada 7380 26-3106763
(State or jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification Number)
190 Dzerjinskogo St., Ovidiopol, CORP 95, LLC
Odesska obl., 67801, 2620 Regatta Dr Suite 102
Ukraine. Las Vegas, Nevada 89128
Tel: 38 (048) 513 1902 Tel: (800) 859-6696 Fax: (949) 218-4176
(Address and telephone number of (Name, address and telephone
registrant's executive office) number of agent for service)
Copies to:
Dean Law Corp.
601 Union Street, Suite 4200
Seattle, Washington 98101
Telephone: (206) 274-4598
Facsimile: (206) 493-2777
Approximate date of proposed sale to the public: as soon as practicable after
the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer," and "smaller
reporting company: in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered Unit (1) Price (2) Fee (2)
- --------------------------------------------------------------------------------
Common Stock 1,890,000 $0.02 per unit $37,800 2.11
================================================================================
(1) Determined arbitrarily by adding a $0.01 premium to the last sale price of
our common stock to investors.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457 under the Securities Act.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
================================================================================
SUBJECT TO COMPLETION, DATED OCTOBER 6, 2009
PROSPECTUS
LORAN CONNECTION CORP
1,890,000 SHARES
COMMON STOCK
The selling shareholders named in this prospectus are offering all of the shares
of common stock offered through this prospectus for a period of up to two years
from the effective date.
THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. SEE SECTION ENTITLED "RISK FACTORS" ON PAGES 5-10.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS DECLARED EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
The selling shareholders will sell our shares at $0.02 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices.
There has been no market for our securities. Our common stock is not traded on
any exchange or on the Over-the-Counter market. After the effective date of the
registration statement relating to this prospectus, we hope to have a market
maker file an application with FINRA for our common stock to become eligible for
trading on the Over-the-Counter Bulletin Board. We do not yet have a market
maker who has agreed to file such application. There is no assurance that a
trading market will develop or, if developed, that it will be sustained.
Consequently, a purchaser of our common stock may find it difficult to resell
the securities offered herein should the purchaser desire to do so.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
THE DATE OF THIS PROSPECTUS IS: OCTOBER 6, 2009
TABLE OF CONTENTS
PAGE
----
Summary 3
Risk Factors 5
Forward-Looking Statements 11
Use of Proceeds 11
Determination of Offering Price 11
Selling Shareholders 11
Plan of Distribution 13
Description of Securities 15
Interest of Named Experts and Counsel 16
Description of Business 17
Legal Proceedings 20
Market for Common Equity and Related Stockholder Matters 20
Plan of Operations 22
Changes in and Disagreements with Accountants 23
Available Information 24
Directors, Executive Officer, Promoters and Control Persons 24
Executive Compensation 26
Security Ownership of Certain Beneficial Owners and Management 27
Certain Relationships and Related Transactions 27
Disclosure of Commission Position of Indemnification for Securities
Act Liabilities 28
Financial Statements 28
2
SUMMARY
PROSPECTIVE INVESTORS ARE URGED TO READ THIS PROSPECTUS IN ITS ENTIRETY.
OUR BUSINESS
We are a development stage company. We do not have revenues or operations; we
have minimal assets and have incurred losses since inception. Our auditors have
issued a going concern opinion. This means that there is substantial doubt that
we can continue as an ongoing business for the next twelve months.
We are in the business of organizing of individual and group tourism as well as
business support in Ukraine. Our services include: reception, transportation,
translating, organizing tourist trips, and business support. Our revenue will be
earned from the fee for our services from our clients. We may also receive
commissions from tourist companies to which we will refer our potential guests.
We are currently developing a website (http://www.lorantour.com/) which will
include a photo gallery, pricing and detailed description of our services. The
website will allow our clients to review our services and place travel
reservations online. The website will contain links to the tourist companies
that we will enter into strategic alliances with. To date, the only operations
we have engaged in are the development of a business plan, purchasing of online
advertising, and the registration of the domain name for our new website.
We do not have sufficient cash and cash equivalents to execute our operations
and will need to obtain additional financing to operate our business for the
next six months. At this time we estimate $34,500 will be needed to operate for
the next six months and additional financingwill be needed to operate for a full
12 months. Additional financing, whether through public or private equity or
debt financing, arrangements with the security holder or other sources to fund
operations, may not be available, or if available, may be on terms unacceptable
to us. At the present time, our President Larysa Dekhtyaruk has agreed to loan
the Company money if necessary. This offer is not a guarantee to provide funds
and the amount required by the Company may be in excess of the lending
capabilities of Ms. Dekhtyaruk.
The Company's officers and directors are currently taking no salary. Investors
should factor in any future salaries when considering future profitability of
the company.
Our principal executive office is located at 190 Dzerjinskogo St., Ovidiopol,
Odesska obl., 67801. Ukraine. Our telephone number is 38 (048) 513 1902, and our
registered agent for service of process is the CORP95, LLC, located at 2620
Regatta Drive, Suite 102, Las Vegas, Nevada, 89108. We were incorporated in the
State of Nevada on July 25, 2008. Our fiscal year end is March 31.
THE OFFERING:
Securities Being Offered Up to 1,890,000 shares of common stock.
Offering Price The selling shareholders will sell our shares at
$0.02 per share until our shares are quoted on
the OTC Bulletin Board, and thereafter at
prevailing market prices or privately negotiated
prices. We determined this offering price
arbitrarily by adding a $0.01 premium to the
last sale price of our common stock to
investors.
3
Terms of the Offering The selling shareholders will determine when and
how they will sell the common stock offered in
this prospectus.
Termination of the Offering The offering will conclude when all of the
1,890,000 shares of common stock have been sold,
the shares no longer need to be registered or to
be sold due to the operation of Rule 144 or we
decide at any time to terminate the registration
of the shares at our sole discretion but in no
event later that two years from the effective
date of registration.. (Date of expiration will
be provided for this continuous offering once
known)
Securities Issued and to be
Issued 1,890,000 shares of our common stock to be sold
in this prospectus are issued and outstanding as
of the date of this prospectus. All of the
common stock to be sold under this prospectus
will be sold by existing shareholders.
Use of Proceeds We will not receive any proceeds from the sale
of the common stock by the selling shareholders.
4
SUMMARY FINANCIAL INFORMATION
The following financial information summarizes the more complete historical
financial information at the end of this prospectus.
As of June 30, 2009
-------------------
BALANCE SHEET
Total Assets $ 3,408
Total Liabilities $ 1,200
Stockholders' Equity $ 2,208
Period from July 25, 2008
(date of inception)
to June 30,2009
---------------
INCOME STATEMENT
Revenue $ --
Total Expenses $ 19,592
Net Loss $(19,592)
RISK FACTORS
An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. The trading price of our common stock could decline due to any
of these risks, and you may lose all or part of your investment.
IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.
While at June 30, 2009, we had cash on hand of $ 3,408 we have accumulated a
deficit of $19,592 in business development and administrative expenses. At this
rate, we expect that we will not be able to continue operations for the next 6
months without additional funding. We anticipate that additional funding will be
needed for general administrative expenses and marketing costs. We have not
generated any revenue from operations to date.
In order to expand our business operations, we anticipate that we will have to
raise additional funding. If we are not able to raise the capital necessary to
fund our business expansion objectives, we may have to delay the implementation
of our business plan.
We do not currently have any arrangements for financing. Obtaining additional
funding will be subject to a number of factors, including general market
conditions, investor acceptance of our business plan and initial results from
our business operations. These factors may impact the timing, amount, terms or
conditions of additional financing available to us. The most likely source of
future funds available to us is through the sale of additional shares of common
stock or advances from our directors.
5
WE LACK AN OPERATING HISTORY AND HAVE NOT GENERATED ANY REVENUES OR PROFITS TO
DATE. THERE IS NO ASSURANCE OUR FUTURE OPERATIONS WILL RESULT IN PROFITABLE
REVENUES. IF WE CANNOT GENERATE SUFFICIENT REVENUES TO OPERATE PROFITABLY, WE
MAY HAVE TO CEASE OPERATIONS.
We were incorporated in July 2008 and we have not started our proposed business
operations or realized any revenues. We have no operating history upon which an
evaluation of our future success or failure can be made. Our net loss since
inception is $19,592. Our ability to achieve and maintain profitability and
positive cash flow is dependent upon our ability to earn profit by attracting
enough international students who will use our services. We cannot guarantee
that we will be successful in generating revenues and profit in the future.
Failure to generate revenues and profit will cause us to suspend or cease
operations.
BECAUSE OUR OFFICER AND DIRECTORS HAVE OTHER BUSINESS INTERESTS, THEY MAY NOT BE
ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Our officer and directors, Larysa Dekhtyaruk and Artem Kruk, will only be
devoting limited time to our operations. Ms. Dekhtyaruk and Mr. Kruk intend to
devote 20% to 25% of their business time to our affairs. Because our officer and
directors will only be devoting limited time to our operations, our operations
may be sporadic and occur at times which are convenient to them. As a result,
operations may be periodically interrupted or suspended which could result in a
lack of revenues and a possible cessation of operations. It is possible that the
demands on Larysa Dekhtyaruk and Artem Kruk from there other obligations could
increase with the result that he would no longer be able to devote sufficient
time to the management of our business. In addition, Ms. Dekhtyaruk and Mr. Kruk
may not possess sufficient time for our business if the demands of managing our
business increase substantially beyond current levels.
BECAUSE WE HAVE ONLY ONE OFFICER AND TWO DIRECTORS WHO HAVE NO TECHNICAL
EXPERIENCE IN TOURIST BUSINESSES AND FORMAL TRAINING IN FINANCIAL ACCOUNTING AND
MANAGENENT, OUR BUSINESS HAS A HIGH RISK OF FAILURE.
We have only one officer and two directors. They have no formal training in
financial accounting and management; however, they are responsible for our
managerial and organizational structure, which will include preparation of
disclosure and accounting controls. While Ms. Dekhtyaruk has no formal training
in financial accounting matters, she has been reviewing the financial statements
that have been audited and reviewed by our auditors and included in this
prospectus. When the disclosure and accounting controls referred to above are
implemented, she will be responsible for the administration of them. Should she
not have sufficient experience, she may be incapable of creating and
implementing the controls which may cause us to be subject to sanctions and
fines by the SEC which ultimately could cause you to lose your investment.
However, because of the small size of our expected operations, we believe that
he will be able to monitor the controls she will have created and will be
accurate in assembling and providing information to investors. In addition,
Larysa Dekhtyaruk and Artem Kruk have no professional training or technical
credentials in the field of tourism. As a result, they may not be able to
recognize and take advantage of potential acquisition and exploration
opportunities in the sector without the aid of qualified tourist consultants.
Consequently our operations, earnings and ultimate financial success may suffer
irreparable harm as a result.
6
BECAUSE OUR CONTINUATION AS A GOING CONCERN IS IN DOUBT, WE WILL BE FORCED TO
CEASE BUSINESS OPERATIONS UNLESS WE CAN GENERATE PROFITABLE OPERATIONS IN THE
FUTURE.
We have incurred losses since our inception resulting in an accumulated deficit
of $19,592 at June 30, 2009. Further losses are anticipated in the development
of our business. As a result, there is substantial doubt about our ability to
continue as a going concern. Our ability to continue as a going concern is
dependent upon our ability to generate profitable operations in the future
and/or to obtain the necessary financing to meet our obligations and repay our
liabilities arising from normal business operations when they come due. We will
require additional funds in order to provide proper service to our potential
clients. At this time, we cannot assure investors that we will be able to obtain
financing. If we are unable to raise needed financing, we will have to delay or
abandon further consulting efforts. If we cannot raise financing to meet our
obligations, we will be insolvent and will be forced to cease our business
operations.
DUE TO A WORLDWIDE ECONOMIC RECESSION TOURISM COULD BE NEGITIVELY IMPACTED.
The current economic recession has caused a reduction in tourism throughout the
world. Depending on the length and severity of this recession this could
materially and adversely affect our business and could seriously decrease our
revenues or prevent us from generating any revenues.
BECAUSE OUR DIRECTORS OWNS 60.5% OF OUR ISSUED AND OUTSTANDING COMMON STOCK,
THEY CAN MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO
MINORITY SHAREHOLDERS.
Our directors, Larysa Dekhtyaruk and Artem Kruk, own approximately 60.5% of the
outstanding shares of our common stock. Accordingly, they will have a
significant influence in determining the outcome of all corporate transactions
or other matters, including mergers, consolidations, and the sale of all or
substantially all of our assets. They will also have the power to prevent or
cause a change in control. The interests of our directors may differ from the
interests of the other stockholders and thus result in corporate decisions that
are disadvantageous to other shareholders.
IF LARYSA DEKHTYARUK AND ARTEM KRUK, OUR OFFICER AND DIRECTORS, SHOULD RESIGN OR
DIE, WE WILL NOT HAVE A CHIEF EXECUTIVE OFFICER. THIS COULD RESULT IN OUR
OPERATIONS SUSPENDING, AND YOU COULD LOSE YOUR INVESTMENT.
We depend on the services of our officer and directors, Larysa Dekhtyaruk and
Artem Kruk, for the future success of our business. The loss of the services of
Ms. Dekhtyaruk and Artem Kruk could have an adverse effect on our business,
financial condition and results of operations. If they should resign or die we
will not have a chief executive officer. If that should occur, until we find
another person to act as our chief executive officer, our operations could be
suspended. In that event it is possible you could lose your entire investment.
We do not carry any key personnel life insurance policies on Ms. Dekhtyaruk and
Mr. Kruk and we do not have a contract for their services.
7
U.S. INVESTORS MAY EXPERIENCE DIFFICULTIES IN ATTEMPTING TO EFFECT SERVICE OF
PROCESS AND TO ENFORCE JUDGMENTS BASED UPON U.S. FEDERAL SECURITIES LAWS AGAINST
THE COMPANY AND ITS NON-U.S. RESIDENT OFFICER AND DIRECTORS.
While we are organized under the laws of State of Nevada, our officer and
directors are non-U.S. residents. Consequently, it may be difficult for
investors to affect service of process on Ms. Dekhtyaruk in the United States
and to enforce in the United States judgments obtained in United States courts
against Ms. Dekhtyaruk and Mr. Kruk based on the civil liability provisions of
the United States securities laws. Since all our assets will be located outside
of U.S., it may be difficult or impossible for U.S. investors to collect a
judgment against us. As well, any judgment obtained in the United States against
us may not be enforceable in the United States.
OUR BUSINESS CAN BE EFFECTED BY CURRENCY RATE FLUCTUATIONS AS OUR PROJECTS ARE
IN UKRAINE AND ALL OUR OPERATIONS ARE IN UKRAINIAN HRYVNIAS.
All of our operation in Ukraine will be in Ukrainian Hryvnias. For the year the
Ukrainian Hryvnia has fallen approximately 50% against the US Dollar. Some of
the fees paid by our clients will be in U.S. Dollars, however some of our
expenses will be in Ukrainian Hryvnias. If we are not able to successfully
protect ourselves against currency fluctuations, then our profits will also
fluctuate and could cause us to be less profitable or incur losses, even if our
business is doing well.
IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO
SELL THEIR SHARES.
There is currently no market for our common stock and we can provide no
assurance that a market will develop. We plan to apply for listing of our common
stock on the over the counter bulletin board upon the effectiveness of the
registration statement, of which this prospectus forms a part. However, we can
provide investors with no assurance that our shares will be traded on the
bulletin board or, if traded, that a public market will materialize. If no
market is ever developed for our shares, it will be difficult for shareholders
to sell their stock. In such a case, shareholders may find that they are unable
to achieve benefits from their investment.
8
OUR SHARES OF COMMON STOCK ARE SUBJECT TO THE "PENNY STOCK' RULES OF THE
SECURITIES AND EXCHANGE COMMISSION AND THE TRADING MARKET IN OUR SECURITIES WILL
BE LIMITED, WHICH WILL MAKE TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE
THE VALUE OF AN INVESTMENT IN OUR STOCK.
The SEC has adopted rules that regulate broker-dealer practices in connection
with transactions in "penny stocks." Penny stocks generally are equity
securities with a price of less than $5.00 (other than securities registered on
certain national securities exchanges or quoted on the NASDAQ system, provided
that current price and volume information with respect to transactions in such
securities is provided by the exchange or system). Penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
those rules, to deliver a standardized risk disclosure document prepared by the
SEC, which specifies information about penny stocks and the nature and
significance of risks of the penny stock market. A broker-dealer must also
provide the customer with bid and offer quotations for the penny stock, the
compensation of the broker-dealer, and sales person in the transaction, and
monthly account statements indicating the market value of each penny stock held
in the customer's account. In addition, the penny stock rules require that,
prior to a transaction in a penny stock not otherwise exempt from those rules,
the broker-dealer must make a special written determination that the penny stock
is a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the trading activity in the secondary market for stock that becomes
subject to those penny stock rules. If a trading market for our common stock
develops, our common stock will probably become subject to the penny stock
rules, and shareholders may have difficulty in selling their shares.
IF OUR SHARES OF COMMON STOCK COMMENCE TRADING ON THE OTC BULLETIN BOARD, THE
TRADING PRICE WILL FLUCTUATE SIGNIFICANTLY AND STOCKHOLDERS MAY HAVE DIFFICULTY
RESELLING THEIR SHARES.
As of the date of this Registration Statement, our common stock does not yet
trade on the Over-the-Counter Bulletin Board. If our shares of common stock
commence trading on the Bulletin Board, the extremely small numbers of holders
will sharply limit liquidity of the shares, and there is a volatility associated
with Bulletin Board securities in general and the value of your investment could
decline due to the impact of any of the following factors upon the market price
of our common stock: (i) disappointing results from our discovery or development
efforts; (ii) failure to meet our revenue or profit goals or operating budget;
(iii) decline in demand for our common stock; (iv) downward revisions in
securities analysts' estimates or changes in general market conditions; (v)
technological innovations by competitors or in competing technologies; (vi) lack
of funding generated for operations; (vii) investor perception of our industry
or our prospects; and (viii) general economic trends.
9
ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL
RESULT IN DILUTION TO EXISTING SHAREHOLDERS.
We must raise additional capital in order to implement our business plan. As
outlined on page 24 of the Registration Statement we will require at least
$39,500 in order to proceed with our business plan. Our most likely source of
additional capital will be through the sale of additional shares of common
stock. Such stock issuances will cause stockholders' interests in our company to
be diluted. Such dilution will negatively affect the value of investors' shares.
WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEBLE FUTURE.
We have never paid any dividends on our common stock. We do not expect to pay
cash dividends on our common stock at any time in the foreseeable future. The
future payment of dividends directly depends upon our future earnings, capital
requirements, financial requirements and other factors that our board of
directors will consider. Since we do not anticipate paying cash dividends on our
common stock, a return on your investment, if any, will depend solely on an
increase, if any, in the market value of our common stock.
WE HAVE NO EXPERIENCE AS A PUBLIC COMPANY.
We have never operated as a public company. We have no experience in complying
with the various rules and regulations, which are required of a public company
nor are we certain of our ability to be able to absorb the costs associated with
being a public company. The specific costs will depend on the complexity of our
financial statements and demands on legal and audit services, but could be in
excess of $100,000 per year.". As a result, we may not be able to operate
successfully as a public company, even if our operations are successful. We plan
to comply with all of the various rules and regulations, which are required of a
public company. However, if we cannot operate successfully as a public company,
your investment may be adversely affected. Our inability to operate as a public
company could be the basis of your losing your entire investment in us.
10
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements. You
should not place too much reliance on these forward-looking statements. Our
actual results are most likely to differ materially from those anticipated in
these forward-looking statements for many reasons, including the risks faced by
us described in the "Risk Factors" section and elsewhere in this prospectus.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock offered
through this prospectus by the selling shareholders.
DETERMINATION OF OFFERING PRICE
The selling shareholders will sell our shares at $0.02 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. We determined this offering price
arbitrarily, by adding a $0.01 premium to the last sale price of our common
stock to investors. There is no assurance of when, if ever, our stock will be
listed on an exchange.
SELLING SHAREHOLDERS
The selling shareholders named in this prospectus are offering all of the
1,890,000 shares of common stock offered through this prospectus. These shares
were acquired from us in private placements that were exempt from registration
provided under Regulation S of the Securities Act of 1933. All shares were
acquired outside of the United States by non-U.S. persons. The shares include
the following:
1,890,000 shares of our common stock that the selling shareholders acquired from
us in an offering that was exempt from registration under Regulation S of the
Securities Act of 1933 that was completed on March 31, 2009.
11
The following table provides as of the date of this prospectus, information
regarding the beneficial ownership of our common stock held by each of the
selling shareholders, including:
1. the number of shares owned by each prior to this offering;
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon completion
of the offering; and
4. the percentage owned by each upon completion of the offering.
Total Number Of
Shares To Be
Offered For Total Shares to Percentage of
Shares Owned Selling Be Owned Upon Shares owned Upon
Name of Prior To This Shareholders Completion of Completion of
Selling Shareholder Offering Account This Offering This Offering
- ------------------- -------- ------- ------------- -------------
DMYTRO GORBYK 70,000 70,000 Nil Nil
PAVLO TSILOMUDRYI 70,000 70,000 Nil Nil
OLEKSANDRA UDOVENKO 70,000 70,000 Nil Nil
JURIY DUBINA 70,000 70,000 Nil Nil
LEONID SHEVCHUK 70,000 70,000 Nil Nil
OLEKSANDR SKRED 70,000 70,000 Nil Nil
OLGA MELUZINA 70,000 70,000 Nil Nil
ANNA SEREDA 70,000 70,000 Nil Nil
ANDRIY DIMOV 50,000 50,000 Nil Nil
ALEKSEY PROKOPOV 50,000 50,000 Nil Nil
NATALYA VETROVA 50,000 50,000 Nil Nil
VOLODYMYR DEREZA 70,000 70,000 Nil Nil
OLEKSANDR GOLUB 70,000 70,000 Nil Nil
MIKHAIL SHKODICH 70,000 70,000 Nil Nil
KONSTIANTYN KRAMARENKO 70,000 70,000 Nil Nil
JULIA ROMANCHUK 70,000 70,000 Nil Nil
VITALINA SHKODICH 70,000 70,000 Nil Nil
NATALIYA SKRED 70,000 70,000 Nil Nil
OLEG KUMKO 70,000 70,000 Nil Nil
MYKOLA DEMYDENKO 70,000 70,000 Nil Nil
OLEXANDR MANDRA 100,000 100,000 Nil Nil
SVETLANA TABOUEVA 50,000 50,000 Nil Nil
ANNA PROKOFEVA 50,000 50,000 Nil Nil
SERGUEI FENEV 50,000 50,000 Nil Nil
RODION MICHALEV 50,000 50,000 Nil Nil
GENADY GRABARNIK 100,000 100,000 Nil Nil
LARISA GRABARNIK 100,000 100,000 Nil Nil
ANTON MAKARYEVSKIY 50,000 50,000 Nil Nil
12
The named party beneficially owns and has sole voting and investment power over
all shares or rights to these shares. The numbers in this table assume that none
of the selling shareholders sells shares of common stock not being offered in
this prospectus or purchases additional shares of common stock, and assumes that
all shares offered are sold. The percentages are based on 4,790,000 shares of
common stock issued and outstanding on the date of this prospectus.
None of the selling shareholders:
1. has had a material relationship with us other than as a shareholder at
any time within the past three years;
2. has ever been one of our officers or directors;
3. is a broker-dealer; or a broker-dealer's affiliate.
PLAN OF DISTRIBUTION
The selling shareholders may sell some or all of their common stock in one or
more transactions, including block transactions. There are no arrangements,
agreements or understandings with respect to the sale of these securities.
The selling shareholders will sell our shares at $0.02 per share until our
shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market
prices or privately negotiated prices. We determined this offering price
arbitrarily. There is no assurance of when, if ever, our stock will be listed on
an exchange or quotation system.
The shares may also be sold in compliance with the Securities and Exchange
Commission's Rule 144, when eligible.
If applicable, the selling shareholders may distribute shares to one or more of
their partners who are unaffiliated with us. Such partners may, in turn,
distribute such shares as described above. If these shares being registered for
resale are transferred from the named selling shareholders and the new
shareholders wish to rely on the prospectus to resell these shares, then we must
first file a prospectus supplement naming these individuals as selling
shareholders and providing the information required concerning the identity of
each selling shareholder and he or her relationship to us. There is no agreement
or understanding between the selling shareholders and any partners with respect
to the distribution of the shares being registered for resale pursuant to this
registration statement.
We can provide no assurance that all or any of the common stock offered will be
sold by the selling shareholders.
We are bearing all costs relating to the registration of the common stock. The
selling shareholders, however, will pay any commissions or other fees payable to
brokers or dealers in connection with any sale of the common stock.
13
The selling shareholders must comply with the requirements of the Securities Act
and the Securities Exchange Act in the offer and sale of the common stock. In
particular, during such times as the selling shareholders may be deemed to be
engaged in a distribution of the common stock, and therefore be considered to be
an underwriter, they must comply with applicable law and may, among other
things:
1. Not engage in any stabilization activities in connection with our
common stock;
2. Furnish each broker or dealer through which common stock may be
offered, such copies of this prospectus, as amended from time to time,
as may be required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permitted under
the Securities Exchange Act.
The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Commission, which contains:
- a description of the nature and level of risk in the market for penny
stocks in both public offerings and secondary trading;
- 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;
- a brief, clear, narrative description of a dealer market, including
"bid" and "ask" prices for penny stocks and the significance of the
spread between the bid and ask price;
- a toll-free telephone number for inquiries on disciplinary actions;
- a definition of significant terms in the disclosure document or in the
conduct of trading penny stocks; and
- such other information and is in such form (including language, type,
size, and format) as the Commission shall require by rule or
regulation.
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, the customer with:
- 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.
14
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
those securities.
DESCRIPTION OF SECURITIES
GENERAL
Our authorized capital stock consists of 75,000,000 shares of common stock at a
par value of $0.001 per share.
COMMON STOCK
As October 5, 2009, there were 4,790,000 shares of our common stock issued and
outstanding that are held by 30 stockholders of record.
Holders of our common stock are entitled to one vote for each share on all
matters submitted to a stockholder vote. Holders of common stock do not have
cumulative voting rights. Therefore, holders of a majority of the shares of
common stock voting for the election of directors can elect all of the
directors. Holders of our common stock representing a majority of the voting
power of our capital stock issued, outstanding and entitled to vote, represented
in person or by proxy, are necessary to constitute a quorum at any meeting of
our stockholders. A vote by the holders of a majority of our outstanding shares
is required to effectuate certain fundamental corporate changes such as
liquidation, merger or an amendment to our articles of incorporation.
Holders of common stock are entitled to share in all dividends that the board of
directors, in its discretion, declares from legally available funds. In the
event of a liquidation, dissolution or winding up, each outstanding share
entitles its holder to participate pro rata in all assets that remain after
payment of liabilities and after providing for each class of stock, if any,
having preference over the common stock. Holders of our common stock have no
pre-emptive rights, no conversion rights and there are no redemption provisions
applicable to our common stock.
15
PREFERRED STOCK
We do not have an authorized class of preferred stock.
DIVIDEND POLICY
We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
SHARE PURCHASE WARRANTS
We have not issued and do not have any outstanding warrants to purchase shares
of our common stock.
OPTIONS
We have not issued and do not have any outstanding options to purchase shares of
our common stock.
CONVERTIBLE SECURITIES
We have not issued and do not have any outstanding securities convertible into
shares of our common stock or any rights convertible or exchangeable into shares
of our common stock.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified
any part of this prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, an interest,
direct or indirect, in the registrant or any of its parents or subsidiaries. Nor
was any such person connected with the registrant or any of its parents or
subsidiaries as a promoter, managing or principal underwriter, voting trustee,
director, officer, or employee.
Dean Law Corp. has provided an opinion on the validity of our common stock.
The financial statements included in this prospectus and the registration
statement have been audited by Seale and Beers, Chartered Accountants (PCAOB
Registered) to the extent and for the periods set forth in their report
appearing elsewhere in this document and in the registration statement filed
with the SEC, and are included in reliance upon such report given upon the
authority of said firm as experts in auditing and accounting.
16
DESCRIPTION OF BUSINESS
PRODUCTS/SERVICES
We intend to operate in the business of providing a variety of services in the
area of individual and group tourism and business support in Ukraine. We intend
to provide the following services: reception, organization of transportation,
finding accommodations, tourist activities, and business support, in Ukraine.
Our services will be offered in major cities of Ukraine, such as Kiev, Odessa,
Kharkov and Lvov.
We will also offer our services in other major cities of Ukraine: Kharkov, Lvov,
and other cities of historical importance of Ukraine. As our business expands,
we may expand our services to other adjacent European countries such as Poland,
Belarus, and Romania.
RECEPTION AND SUPPORT SERVICES
If we are able to proceed with our business we will greet our guest at the time
of arrival at the airport, or seaports in Kiev or Odessa. Our services prior to
arrival at reception will include the following:
* Any visa support needed;
* Arrangement of Transportation ;
* Arrangement of Accommodations;
* Organizing of Tourist activities and Excursions;
* Arrangement of a qualified interpreter; and
* Entertainment and other services.
We intend to attract clients from the government provided, and often free,
competition by providing services of a higher quality and with a more
personalized approach to our clients. We will work with our clients to assure
their entire trip goes as planned. This means not only suggesting destinations
and hotels, but booking and arranging all the details for a variety of events.
TRANSPORTATION & DRIVER SERVICES
If we are able to proceed with our business we will provide our clients with
English speaking drivers to drive them from point of arrival to their hotel.
Driver service will also be arranged to and from various tours and points of
interest at the client's request. We will also assist in renting a car in
Ukraine if clients wish to drive themselves.
EXCURSIONS AND TOURIST ACTIVITIES
If we are able to proceed with our business we will present our clients with a
list of suggested activities and excursions in their destination city. We will
describe each activity and help our clients in their selection. We will also
assist in placing reservation and ticket purchase.
17
APARTMENTS FOR RENT IN ODESSA AND OTHER CITIES
In Ukraine, it is much more economical and convenient to rent an apartment than
hotel. If we are able to proceed with our business we will assist our clients in
renting apartments in city centers or in tourist areas. The apartments are
furnished and are equipped with all modern appliances such as a fridge, stove or
oven, bathtub and/or shower. Cost of electricity and local phone calls will be
included in price of daily rental.
ENTERTAINMENT AND OTHER SERVICES
If we are able to proceed with our business we will provide a list of local
restaurants, nightclubs and casinos to visit while in Ukraine. We will also
suggest family getaways such as cottage and beach house rentals.
BUSINESS SUPPORT IN ODESSA, UKRAINE
For clients who wish to conduct business in Ukraine, we intend to offer the
following services:
* Search and background check of potential business partners;
* The organization of business meetings and presentations at convenient
venues;
* Assistance in search, interviewing and selection of qualified
employees;
* Assistance of office or warehouse set up; and
* Services of an interpreter in the clients desired language.
MARKETING OUR SERVICES
Our plan in the next 12 months is to conclude referral agreements with various
tourist organizations and travel agencies in order to market our services to
their clients. We also plan to advertise our services in travel brochures and
newspapers as well as by sending out regular e-letters and special promotions to
our new and existing clients.
WEBSITE MARKETING STRATEGY
We plan to develop a website to market and display our services. We have
contacted an independent web designer who has agreed to create our site for
between $1000 and $2000. Our website will describe our services in detail, show
our contact information, and include some general information and pictures of
tourist sites in Ukraine.
We intend to promote our website by displaying it on our business cards. We will
refer our potential clients and partners to our website to showcase the services
and opportunities that we offer. We intend to attract traffic to our website by
a variety of online marketing tactics such as registering with top search
engines and advertising on related websites.
We have purchased advertising from US - Ukraine Foundation of Washington, DC.
The Foundation has agreed to display our banner advertising on their websites
for a period of six months for a fee of $500. The advertisement is scheduled to
start in August 1, 2009 or as soon as our website becomes fully functional. The
websites where our banner advertisement will be displayed are
www.traveltoukraine.org, www.businessukraine.org, www.buyukraine.org. By
clicking on our banner the visitors of such websites will be diverted to our
homepage.
18
The US - Ukraine foundation is a nonprofit, non-governmental organization
established in 1991 to facilitate democratic development, encourage free market
reform, and enhance human rights in Ukraine. The Foundation creates and sustains
channels of communication between the United States and Ukraine for the purpose
of Building peace and Prosperity Though Shared Democratic Values. USUF is
dedicated to strengthening the mutual objectives of both nations while advancing
Ukraine as a cornerstone of regional stability land as a full partner in the
community of rations.
REVENUE
The company's revenue will be the fee we charge our clients for our tourist
services and business support. Generally our services will consist of a
comprehensive package starting with an interview with a potential visitor to
find out their needs. Our tourist package of services will include: greeting at
the point of arrival, arrangement of transportation and accommodation, and
assistance in organizing of two tourist activities and excursions. We plan to
charge our clients $400 for such package of services. Our business package of
services will include: assistance of office or warehouse set up, locate an
interpreter in the client's desired language, organization of two business
presentations and assistance in search of up to five employees. We plan to
charge our clients $1,500 for the business package of services. We will also
offer separate services to meet each client's individual needs. We may also
receive commission from tourist companies to which we will refer our clients.
The commission may range from 10% to 15% of the total amount paid by our
clients.
COMPETITION
The tourist service market is highly competitive. We expect competition to
continue to intensify in the future. Competitors include companies with
substantial customer bases and working history. There can be no assurance that
we can maintain a competitive position against current or future competitors,
particularly those with greater financial, marketing, service, support,
technical and other resources. Our failure to maintain a competitive position
within the market could have a material adverse effect on our business,
financial condition and results of operations. There can be no assurance that we
will be able to compete successfully against current and future competitors, and
competitive pressures faced by us may have a material adverse effect on our
business, financial condition and results of operations.
INSURANCE
We do not maintain any insurance and do not intend to maintain insurance in the
future. Because we do not have any insurance, if we are made a party of a
products liability action, we may not have sufficient funds to defend the
litigation. If that occurs a judgment could be rendered against us that could
cause us to cease operations.
EMPLOYEES; IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES.
We are a development stage company and currently have no employees, other than
our officer and directors. We intend to hire additional employees on an as
needed basis.
19
OFFICES
Our offices are currently located at 190 Dzerjinskogo St., Ovidiopol, Odesska
obl., 67801. Ukraine. Our telephone number is 38 (048) 513 1902. This is the
office of our President, Larysa Dekhtyaruk. We do not pay any rent to Ms.
Dekhtyaruk and there is no agreement to pay any rent in the future. As of the
date of this prospectus, we have not sought or selected a new office sight.
EMPLOYEES
We are a development stage company and we have no employees as of the date of
this prospectus, other than our officer and directors.
RESEARCH AND DEVELOPMENT EXPENDITURES
We have not incurred any other research or development expenditures since our
incorporation.
SUBSIDIARIES
We do not have any subsidiaries.
PATENTS AND TRADEMARKS
We do not own, either legally or beneficially, any patents or trademarks.
LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings. Our address for service
of process in Nevada is 2620 Regatta Drive, Suite 102, Las Vegas, Nevada 89128.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
NO PUBLIC MARKET FOR COMMON STOCK
There is presently no public market for our common stock. We anticipate applying
for trading of our common stock on the over the counter bulletin board upon the
effectiveness of the registration statement of which this prospectus forms a
part. However, we can provide no assurance that our shares will be traded on the
bulletin board or, if traded, that a public market will materialize.
STOCKHOLDERS OF OUR COMMON SHARES
As of the date of this registration statement, we have 30 registered
shareholders.
20
RULE 144 SHARES
A total of 2,900,000 shares of our common stock are available for resale to the
public in accordance with the volume and trading limitations of Rule 144 of the
Act once we are subject to the 34 Act for 90 days. The SEC has recently adopted
amendments to Rule 144, which became effective on February 15, 2008 and applies
to securities acquired both before and after that date. Under these amendments,
a person who has beneficially owned restricted shares of our common stock for at
least six months is entitled to sell their securities PROVIDED that (i) 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 the sale and (ii) 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 our common stock for at
least six months but who are our affiliates at the time of, or at any time
during the three months preceding the sale, are subject to additional
restrictions. Such person is entitled to sell within any three-month period only
a number of securities that does not exceed the greater of either of the
following:
* 1% of the total number of securities of the same class then
outstanding, which will equal 47,900 shares as of the date of this
prospectus; or
* the average weekly trading volume of such securities during the four
calendar weeks preceding the filing of a notice on Form 144 with
respect to the sale;
PROVIDED, in each case, that we are subject to the Exchange Act periodic
reporting requirements for at least three months before the sale.
Such sales must also comply with the manner of sale and notice provisions of
Rule 144.
As of the date of this prospectus, persons who are our affiliates hold all of
the 2,900,000 shares that may be sold pursuant to Rule 144.
STOCK OPTION GRANTS
To date, we have not granted any stock options.
REGISTRATION RIGHTS
We have not granted registration rights to the selling shareholders or to any
other persons.
DIVIDENDS
There are no restrictions in our articles of incorporation or bylaws that
prevent us from declaring dividends. The Nevada Revised Statutes, however, do
prohibit us from declaring dividends where, after giving effect to the
distribution of the dividend:
1. we would not be able to pay our debts as they become due in the usual
course of business; or
2. our total assets would be less than the sum of our total liabilities
plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving
the distribution.
We have not declared any dividends, and we do not plan to declare any dividends
in the foreseeable future.
21
PLAN OF OPERATION
Our president has travelled throughout Ukraine and is familiar with most of the
tourist areas there. She is also familiar with many of the Ukrainian travel
agencies and is fluent in English, Ukrainian and Russian. Initially, we will
rely on our president's experience to services our clients and to develop our
business. As our business expands, we may hire additional representatives and
travel consultants. Below are the main steps and milestones the company plans
for this fiscal year. All costs are managements own estimates and it is possible
actual costs will differ materially from those recorded in this registration
statement.
COMPLETED APRIL 2009: Registering a domain name and begin developing our
website.
Cost- $5.00
NOVEMBER 2009-JANUARY2010: Begin negotiating advertising and referral
agreements. Advertising will be an ongoing activity throughout the lifetime of
our operations.
Cost- $2,000.00
DECEMBER 2009-JANUARY 2010: Establish a database of the following items:
accommodations available for rent for our clients in major cities of Ukraine,
Ukrainian travel agencies who can be useful for our clients, interpreters in
Ukraine who speak English, Russian, Ukrainian, and possibly other languages. We
intend to keep updating our website throughout the lifetime of our operations.
Cost-$10,000.00
OCTOBER-DECEMBER 2009: Complete the development of our website. We will keep
improving and updating our website throughout the lifetime of our operations.
Cost-$2,000.00
MARCH 2010: Hire 1-3 travel representatives or consultants to help us serve our
clients. The number of representatives will depend on our level of business
activity. The cost assumptions are based on a 40 hour work week and a salary of
1200 Ukranian hryven per month (approximately double the minimum wage
requirement in the country). Cost below is the projected cost to hire and pay
between 1 and 3 representatives per year.
Cost-$2,000.00-$6,000.00
FEBRUARY-MAY 2010: Continue to advertise our business and continue to develop
our database and website.
Cost-$9,500.00
We expect to incur the following expenses in the next twelve months in
connection with our business operations: All costs are managements own estimates
and it is possible actual costs will differ materially from those recorded in
this registration statement.
Marketing and Website Costs: $15,500
General administrative costs: $14,000
Professional fees, including fees payable in connection with the filing of this
registration statement and complying with reporting obligations: $5,000
22
Based on our current operating plan, we do not expect to generate revenue that
is sufficient to cover our expenses for the next six months. In addition, we do
not have sufficient cash and cash equivalents to execute our operations and will
need to obtain additional financing to operate our business for the next six
months. Additional financing, whether through public or private equity or debt
financing, arrangements with the security holder or other sources to fund
operations, may not be available, or if available, may be on terms unacceptable
to us. Our ability to maintain sufficient liquidity is dependent on our ability
to raise additional capital. If we issue additional equity securities to raise
funds, the ownership percentage of our existing security holder would be
reduced. New investors may demand rights, preferences or privileges senior to
those of existing holders of our common stock. Debt incurred by us would be
senior to equity in the ability of debt holders to make claims on our assets.
The terms of any debt issued could impose restrictions on our operations. If
adequate funds are not available to satisfy either short or long-term capital
requirements, our operations and liquidity could be materially adversely
affected and we could be forced to cease operations. At the present time, our
President Larysa Dekhtyaruk has agreed to loan the Company money if necessary.
This offer is not a guarantee to provide funds and the amount required by the
Company may be in excess of the lending capabilities of Ms. Dekhtyaruk.
Currently the Company does not employ any employees, however as the Company
grows, it plans to employ additional employees, as required.
If we cannot generate sufficient revenues to continue operations, we will
suspend or cease operations. If we cease operations, we do not know what we will
do and we do not have any plans to do anything else.
RESULTS OF OPERATIONS FOR PERIOD ENDING JUNE 30, 2009
We did not earn any revenues from our incorporation on July 25, 2008 to June 30,
2009. We incurred operating expenses in the amount of $19,592 for the period
from our inception on July 25, 2008 to June 30, 2009.
We have not attained profitable operations and are dependent upon obtaining
financing to pursue exploration activities. For these reasons, there is
substantial doubt that we will be able to continue as a going concern.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
We have had no changes in or disagreements with our accountants.
23
AVAILABLE INFORMATION
We have filed a registration statement on Form S-1 under the Securities Act of
1933 with the Securities and Exchange Commission with respect to the shares of
our common stock offered through this prospectus. This prospectus is filed as a
part of that registration statement, but does not contain all of the information
contained in the registration statement and exhibits. Statements made in the
registration statement are summaries of the material terms of the referenced
contracts, agreements or documents of the company. We refer you to our
registration statement and each exhibit attached to it for a more detailed
description of matters involving the company, and the statements we have made in
this prospectus are qualified in their entirety by reference to these additional
materials. You may inspect the registration statement, exhibits and schedules
filed with the Securities and Exchange Commission at the Commission's principal
office in Washington, D.C. Copies of all or any part of the registration
statement may be obtained from the Public Reference Section of the Securities
and Exchange Commission, 100 F Street NE, Washington, D.C. 20549. D.C. 20549.
Please call the Commission at 1-800-SEC-0330 for further information on the
operation of the public reference rooms.
The Securities and Exchange Commission also maintains a web site at
http://www.sec.gov that contains reports, proxy statements and information
regarding registrants that file electronically with the Commission. Our
registration statement and the referenced exhibits can also be found on this
site.
REPORTS TO SECURITY HOLDERS
Upon effectiveness of this Prospectus, we will be subject to the reporting and
other requirements of the Exchange Act. We will make available to our
shareholders annual reports containing financial statements audited by our
independent auditors and our quarterly reports containing unaudited financial
statements for each of the first three quarters of each year; however, we will
not send the annual report to our shareholders unless requested by an individual
shareholder.
The public may read and copy any materials that we file with the SEC at the
SEC's Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. The address of that
site is www.sec.gov.
DIRECTORS, EXECUTIVE OFFICER, PROMOTERS AND CONTROL PERSONS
Our executive officer and director and his age as of the date of this prospectus
is as follows:
DIRECTOR:
Name of Director Age
- ---------------- ---
Larysa Dekhtyaruk 51
Artem Kruk 29
EXECUTIVE OFFICER:
Name of Officer Age Office
- --------------- --- ------
Larysa Dekhtyaruk 51 President, Chief Executive Officer, Secretary,
Treasurer, Chief Financial Officer and Chief
Accounting Officer
24
BIOGRAPHICAL INFORMATION
Set forth below is a brief description of the background and business experience
of our officer and directors for the past five years.
Since our inception on July 25, 2008, Larysa Dekhtyaruk has been our President,
Chief Executive Officer, Secretary, Treasurer, Chief Financial Officer, Chief
Accounting Officer and member of our board of directors. In 2004 Ms. Larysa
Dekhtyaruk completed government certified course as a Foster Home Operator.
Since 2004, she managed a foster home and provided care for orphan children.
Ms.Dekhtyaruk holds Bachelor degree in chemistry from University of Odessa and
is fluent in English, Russian and Ukrainian languages.
Mr. Kruk has acted as our Director since December 4, 2008. He graduated with a
Bachelor degree in International Economic Relations from Odessa National
University in June 2002. After graduation until September 2005, Mr. Kruk was
initially employed as District Sales Manager for Nestle Ukraine Company, the
Ukrainian regional office of the world's largest food company. From September
2005 to present he works as a sales development manager in Nestle Ukraine
Company. Mr. Kruk intends to devote 20% of his time to planning and organizing
activities for us.
Ms. Dekhtyaruk and Mr. Kruk have not been a member of the board of directors of
any corporations during the last five years. During the past five years, Ms.
Dekhtyaruk and Mr. Artem Kruk have not been the subject to any of the following
events:
1. Any bankruptcy petition filed by or against any business of which Ms.
Dekhtyaruk and Mr. Artem Kruk were a general partner or executive
officer either at the time of the bankruptcy or within two years prior
to that time.
2. Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding.
3. An order, judgment, or decree, not subsequently reversed, suspended or
vacated, or any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting Ms.
Dekhtyaruk's and Mr. Artem Kruk's involvement in any type of business,
securities or banking activities.
4. Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Future Trading
Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or
vacated.
25
TERM OF OFFICE
Our officer and directors are appointed for a one-year term to hold office until
the next annual general meeting of our shareholders or until removed from office
in accordance with our bylaws.
SIGNIFICANT EMPLOYEES
We have no significant employees other than our officer and directors.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The table below summarizes all compensation awarded to, earned by, or paid to
our executive officer by any person for all services rendered in all capacities
to us for the fiscal period from our incorporation on July 25, 2008 to March 31,
2009 (our fiscal year end) and subsequent thereto to the date of this
prospectus.
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- --------
Larysa Dekhtyaruk 2008 None None None None None None None None
President, CEO,
CFO, Secretary,
Treasurer, Chief
Accounting
Officer, and
director
Artem Kruk 2008 None None None None None None None None
Director
26
STOCK OPTION GRANTS
We have not granted any stock options to our executive officer since our
inception.
CONSULTING AGREEMENTS
We do not have an employment or consulting agreement with Larysa Dekhtyaruk and
Artem Kruk . We do not pay them for acting as a director or officer.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides the names and addresses of each person known to us
to own more than 5% of our outstanding common stock as of the date of this
prospectus, and by the officers and directors, individually and as a group as at
June 30, 2009. Except as otherwise indicated, all shares are owned directly.
Title of Name and address Amount of Percent
Class of beneficial owner beneficial ownership of class
----- ------------------- -------------------- --------
Common Stock Larysa Dekhtyaruk 900,000 18.79%
President, Chief Executive Officer,
Chief Financial Officer, Secretary,
Treasurer, Chief Accounting Officer
and Director
190 Dzerjinskogo St.,
Ovidiopol, Odesska obl., 67801, Ukraine
Common Stock Artem Kruk 2,000,000 41.75%
Director
190 Dzerjinskogo St., Ovidiopol
Odesska obl., 67801, Ukraine
Common Stock All Directors and Sole Officer as a 2,900,000 60.54%
Group shares
The percent of class is based on 4,790,000 shares of common stock issued and
outstanding as of the date of this prospectus.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company's President Larysa Dekhtyruk purchased 900,000 shares of Loran
Connections at a price of $0.001 per share on November 28, 2008. She currently
owns 18.79% of the Company's stock. Artem Kruk, a Director of Loran Connections,
purchased 2,000,000 shares of Loran Connections at a price of $0.001 per share
on Dec 4, 2008. He currently owns 41.75% of the company's stock.
On July 25, 2008 The Company's President Larysa Dekhtyuk had loaned the Company
$1,100. The loan is non-interest bearing, due upon demand and unsecured.
27
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
Our officer and directors are indemnified as provided by the Nevada Revised
Statutes and our Bylaws. We have been advised that in the opinion of the
Securities and Exchange Commission indemnification for liabilities arising under
the Securities Act is against public policy as expressed in the Securities Act,
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities is asserted by one of our directors, officers, or
controlling persons in connection with the securities being registered, we will,
unless in the opinion of our legal counsel the matter has been settled by
controlling precedent, submit the question of whether such indemnification is
against public policy to court of appropriate jurisdiction. We will then be
governed by the court's decision.
FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS:
1. Report of Independent Registered Public Accounting Firm; F-1
2. Audited financial statements for the period from July 25, 2008
(inception) to March 31, 2009
a. Balance Sheets; F-2
b. Statements of Operations; F-3
c. Statement of Stockholders' Equity; and F-4
d. Statements of Cash Flows; F-5
e. Notes to Financial Statements F-6
3. Unaudited financial statements for the period from July 25, 2008
(inception) to June 30, 2009
a. Balance Sheets; F-12
b. Statements of Operations; F-13
c. Statement of Stockholders' Equity; and F-14
d. Statements of Cash Flows; F-15
e. Notes to Financial Statements F-16
28
SEALE AND BEERS, CPAS
PCAOB & CPAB REGISTERED AUDITORS
www.sealebeers.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Loran Connection Corp.
(A Development Stage Company)
We have audited the accompanying balance sheet of Loran Connection Corp. (A
Development Stage Company) as of March 31, 2009, and the related statements of
operations, stockholders' equity (deficit) and cash flows from inception on July
25, 2008 through March 31, 2009. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conduct our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Loran Connection Corp. (A
Development Stage Company) as of March 31, 2009, and the related statements of
operations, stockholders' equity (deficit) and cash flows from inception on July
25, 2008 through March 31, 2009, in conformity with accounting principles
generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2b to the
financial statements, the Company has accumulated deficit of $1,238 as of March
31, 2009 and further losses are anticipated, which raises substantial doubt
about its ability to continue as a going concern. Management's plans concerning
these matters are also described in Note 2b. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/ Seale and Beers, CPAS
- -----------------------------------
Seale and Beers, CPAs
Las Vegas, Nevada
August 21, 2009
F-1
LORAN CONNECTION CORP
(A Development Stage Company)
Balance Sheet
- --------------------------------------------------------------------------------
March 31,
2009
--------
ASSETS
CURRENT ASSETS
Cash $ 21,662
--------
Total Current Assets 21,662
--------
TOTAL ASSETS $ 21,662
========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LONG TERM LIABILITIES
Loan from Director $ 1,100
--------
Total Long Term Liabilities 1,100
--------
TOTAL LIABILITIES 1,100
--------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001par value, 75,000,000 shares authorized;
4,790,000 shares issued and outstanding 4,790
Additional paid-in-capital 17,010
Deficit accumulated during the development stage (1,238)
--------
Total Stockholders' Equity (Deficit) 20,562
--------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 21,662
========
The accompanying notes are an integral part of these financial statements.
F-2
LORAN CONNECTION CORP
(A Development Stage Company)
Statement of Operations
- --------------------------------------------------------------------------------
From Inception on
July 25, 2008 to
March 31,
2009
----------
Expenses
General and Administrative Expenses $ 1,238
----------
Net (loss) from Operation before Taxes (1,238)
Provision for Income Taxes 0
Net (loss) $ (1,238)
==========
(LOSS) PER COMMON SHARE - BASIC AND DILUTED $ (0.00)
==========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 1,877,640
==========
The accompanying notes are an integral part of these financial statements.
F-3
LORAN CONNECTION CORP
(A Development Stage Company)
Statement of Stockholders' Equity
From Inception on July 25, 2008 to March 31, 2009
- --------------------------------------------------------------------------------
Deficit
Accumulated
Number of Additional During
Common Paid-in Development
Shares Amount Capital Stage Total
------ ------ ------- ----- -----
Balance at inception on July 25, 2008
November 28, 2008
Common shares issued for cash at $0.001 900,000 $ 900 $ -- $ -- $ 900
December 4, 2008
Common shares issued for cash at $0.001 2,000,000 2,000 -- -- 2,000
March 19, 2009
Common shares issued for cash at $0.01 1,890,000 1,890 17,010 -- 18,900
Net (loss) (1,238) (1,238)
---------- ------ ------- ------- -------
Balance as of March 31, 2009 4,790,000 $4,790 $17,010 $(1,238) $20,562
========== ====== ======= ======= =======
The accompanying notes are an integral part of these financial statements.
F-4
LORAN CONNECTION CORP
(A Development Stage Company)
Statement of Cash Flows
- --------------------------------------------------------------------------------
From Inception on
July 25, 2008 to
March 31,
2009
--------
OPERATING ACTIVITIES
Net (loss) $ (1,238)
--------
Net cash (used) for operating activities (1,238)
--------
FINANCING ACTIVITIES
Loans from Director 1,100
Sale of common stock 21,800
--------
Net cash provided by financing activities 22,900
--------
Net increase (decrease) in cash and equivalents 21,662
Cash and equivalents at beginning of the period --
--------
Cash and equivalents at end of the period $ 21,662
========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest $ --
========
Taxes $ --
========
NON-CASH ACTIVITIES $ --
========
The accompanying notes are an integral part of these financial statements.
F-5
LORAN CONNECTION CORP
(A Development Stage Company)
Notes To The Financial Statements
March 31,2009
- --------------------------------------------------------------------------------
1. ORGANIZATION AND BUSINESS OPERATIONS
LORAN CONNECTION CORP ("the Company") was incorporated under the laws of the
State of Nevada, U.S. on July 25, 2008. The Company is in the development stage
as defined under Statement on Financial Accounting Standards No. 7, Development
Stage Enterprises ("SFAS No.7") and intends to organize individual and group
tourism as well as business support in Ukraine. The Company has not generated
any revenue to date and consequently its operations are subject to all risks
inherent in the establishment of a new business enterprise. For the period from
inception on July 25, 2008 through March 31, 2009 the Company has accumulated
losses of $1,238.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Basis of Presentation
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.
b) Going Concern
The financial statements have been prepared on a going concern basis which
assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. The
Company has incurred losses since inception resulting in an accumulated deficit
of $1,238 as of March 31, 2009 and further losses are anticipated in the
development of its business raising substantial doubt about the Company's
ability to continue as a going concern. The ability to continue as a going
concern is dependent upon the Company generating profitable operations in the
future and/or to obtain the necessary financing to meet its obligations and
repay its liabilities arising from normal business operations when they come
due. Management intends to finance operating costs over the next twelve months
with existing cash on hand and loans from directors and or private placement of
common stock.
c) Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three
months or less at the time of issuance to be cash equivalents.
F-6
LORAN CONNECTION CORP
(A Development Stage Company)
Notes To The Financial Statements
March 31,2009
- --------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
d) Use of Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
e) Foreign Currency Translation
The Company's functional currency and its reporting currency is the United
States dollar.
f) Financial Instruments
The carrying value of the Company's financial instruments approximates their
fair value because of the short maturity of these instruments.
g) Stock-based Compensation
Stock-based compensation is accounted for at fair value in accordance with SFAS
No. 123 and 123 (R). To date, the Company has not adopted a stock option plan
and has not granted any stock options.
h) Income Taxes
Income taxes are accounted for under the assets and liability method. Deferred
tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financialstatement carrying
amounts of existing assets and liabilities and their respective tax bases and
operating loss and tax credit carry forwards. Deferred tax assets and
liabilities are measured using enacted tax rates in effect for the year in which
those temporary differences are expected to be recovered or settled.
i) Basic and Diluted Net Loss per Share
ii) The Company computes net loss per share in accordance with SFAS No.
128,"Earnings per Share". SFAS No. 128 requires presentation of both
basic and diluted earnings per share (EPS) on the face of the income
statement.
Basic EPS is computed by dividing net loss available to common shareholders
(numerator) by the weighted average number of shares outstanding (denominator)
during the period. Diluted EPS gives effect to all potentially dilutive common
shares outstanding during the period. Diluted EPS excludes all potentially
dilutive shares if their effect is anti-dilutive.
j) Fiscal Periods
The Company's fiscal year end is March 31.
F-7
LORAN CONNECTION CORP
(A Development Stage Company)
Notes To The Financial Statements
March 31,2009
- --------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
k) Recent Accounting Pronouncements
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
163, "Accounting for Financial Guarantee Insurance Contracts-and interpretation
of FASB Statement No. 60". SFAS No. 163 clarifies how Statement 60 applies to
financial guarantee insurance contracts, including the recognition and
measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company's financial position, statements of operations, or cash flows at this
time.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS No. 162
sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB's amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company's financial position, statements of operations, or cash flows at
this time.
In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS
No. 161, Disclosures about Derivative Instruments and Hedging Activities--an
amendment of FASB Statement No. 133. This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity's financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.
In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110
regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB
107), in developing an estimate of expected term of "plain vanilla" share
options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007.
F-8
LORAN CONNECTION CORP
(A Development Stage Company)
Notes To The Financial Statements
March 31,2009
- --------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The staff understands that such detailed information about employee exercise
behavior may not be widely available by December 31, 2007. Accordingly, the
staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. The Company currently uses the
simplified method for "plain vanilla" share options and warrants, and will
assess the impact of SAB 110 for fiscal year 2009. It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements--an amendment of ARB No. 51. This statement
amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008 (that is, January 1, 2009, for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related Statement 141 (revised 2007). The Company
will adopt this Statement beginning March 1, 2009. It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.
In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations.'This Statement replaces FASB Statement No. 141, Business
Combinations, but retains the fundamental requirements in Statement 141. This
Statement establishes principles and requirements for how the acquirer: (a)
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree; (b) recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase; and (c) determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. This statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. An entity may not apply it before that date. The
effective date of this statement is the same as that of the related FASB
Statement No. 160, Noncontrolling Interests in Consolidated Financial
Statements. The Company will adopt this statement beginning March 1, 2009. It is
not believed that this will have an impact on the Company's consolidated
financial position, results of operations or cash flows.
F-9
LORAN CONNECTION CORP
(A Development Stage Company)
Notes To The Financial Statements
March 31,2009
- --------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities--Including an Amendment of FASB Statement No.
115. This standard permits an entity to choose to measure many financial
instruments and certain other items at fair value. This option is available to
all entities. Most of the provisions in FAS 159 are elective; however, an
amendment to FAS 115 Accounting for Certain Investments in Debt and Equity
Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not report
net income. SFAS No. 159 is effective as of the beginning of an entities first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that fiscal year and also elects to apply the
provisions of SFAS No. 157 Fair Value Measurements. The Company will adopt SFAS
No. 159 beginning March 1, 2008 and is currently evaluating the potential impact
the adoption of this pronouncement will have on its consolidated financial
statements.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements This
statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), and expands disclosures
about fair value measurements. This statement applies under other accounting
pronouncements that require or permit fair value measurements, the Board having
previously concluded in those accounting pronouncements that fair value is the
relevant measurement attribute. Accordingly, this statement does not require any
new fair value measurements. However, for some entities, the application of this
statement will change current practice. This statement is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. Earlier application is
encouraged, provided that the reporting entity has not yet issued financial
statements for that fiscal year, including financial statements for an interim
period within that fiscal year. The Company will adopt this statement March 1,
2008, and it is not believed that this will have an impact on the Company's
consolidated financial position, results of operations or cash flows.
3. COMMON STOCK
The authorized capital of the Company is 75,000,000 common shares with a par
value of $ 0.001 per share.
On November 28, 2008, the Company issued 900,000 shares of common stock at a
price of $0.001 per share for total cash proceeds of $900.
On December 4, 2008, the Company issued 2,000,000 shares of common stock at a
price of $0.001 per share for total cash proceeds of $2,000.
During the period December 10, 2008 to March 19, 2009, the Company issued
1,890,000 shares of common stock at a price of $0.01 per share for total cash
proceeds of $18,900.
During the period July 25, 2008 (inception) to March 31, 2009, the Company sold
a total of 4,790,000 shares of common stock for total cash proceeds of $21,800.
F-10
LORAN CONNECTION CORP
(A Development Stage Company)
Notes To The Financial Statements
March 31,2009
- --------------------------------------------------------------------------------
4. INCOME TAXES
As of March 31, 2009, the Company had net operating loss carry forwards of
approximately $1,238 that may be available to reduce future years' taxable
income through 2029. Future tax benefits which may arise as a result of these
losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to these tax
loss carry-forwards.
5. RELATED PARTY TRANSACTIONS
On July 25, 2008 Larysa Dekhtyaruk had loaned the Company $1,100. The loan is
non-interest bearing, due upon demand and unsecured.
F-11
LORAN CONNECTION CORP
(A Development Stage Company)
Balance Sheet
- --------------------------------------------------------------------------------
June 30, March 31,
2009 2009
-------- --------
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash $ 3,408 $ 21,662
-------- --------
Total Current Assets 3,408 21,662
-------- --------
TOTAL ASSETS $ 3,408 $ 21,662
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payables and accrued liabilities $ 100 $ --
Loan from Director 1,100 1,100
-------- --------
Total Current Liabilities 1,200 1,100
-------- --------
TOTAL LIABILITIES 1,200 1,100
-------- --------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001par value, 75,000,000 shares authorized;
4,790,000 shares issued and outstanding 4,790 4,790
Additional paid-in-capital 17,010 17,010
Deficit accumulated during the development stage (19,592) (1,238)
-------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 2,208 20,562
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 3,408 $ 21,662
======== ========
The accompanying notes are an integral part of these financial statements.
F-12
LORAN CONNECTION CORP
(A Development Stage Company)
Statement of Operations
(Unaudited)
- --------------------------------------------------------------------------------
Three Months From Inception on
Ended July 25, 2008 to
June 30, June 30,
2009 2009
---------- ----------
EXPENSES
General and Administrative Expenses $ 18,354 $ 19,592
---------- ----------
Net (loss) from Operation before Taxes (18,354) (19,592)
Provision for Income Taxes -- --
---------- ----------
Net (loss) $ (18,354) $ (19,592)
========== ==========
(LOSS) PER COMMON SHARE - BASIC AND DILUTED $ (0.00)
==========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 1,475,422
==========
The accompanying notes are an integral part of these financial statements.
F-13
LORAN CONNECTION CORP
(A Development Stage Company)
Statement of Stockholders' Equity
From Inception on July 25, 2008 to June 30, 2009
(Unaudited)
- --------------------------------------------------------------------------------
Deficit
Accumulated
Number of Additional During
Common Paid-in Development
Shares Amount Capital Stage Total
------ ------ ------- ----- -----
Balance at inception on July 25, 2008
November 28, 2008
Common shares issued for cash at $0.001 900,000 $ 900 $ -- $ -- $ 900
December 4, 2008
Common shares issued for cash at $0.001 2,000,000 2,000 -- -- 2,000
March 19, 2009
Common shares issued for cash at $0.01 1,890,000 1,890 17,010 -- 18,900
Net (loss) (1,238) (1,238)
---------- ------ ------- -------- --------
Balance as of March 31, 2009 4,790,000 4,790 17,010 (1,238) 20,562
Net (loss) (18,354) (18,354)
---------- ------ ------- -------- --------
Balance as of June 30, 2009 4,790,000 $4,790 $17,010 $(19,592) $ 2,208
========== ====== ======= ======== ========
The accompanying notes are an integral part of these financial statements.
F-14
LORAN CONNECTION CORP
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)
- --------------------------------------------------------------------------------
Three Months From Inception on
Ended July 25, 2008 to
June 30, June 30,
2009 2009
-------- --------
OPERATING ACTIVITIES
Net (loss) $(18,354) $(19,592)
Accounts payables and accrued liabilities 100 100
-------- --------
Net cash (used) for operating activities (18,254) (19,592)
-------- --------
FINANCING ACTIVITIES
Loans from Director -- 1,100
Sale of common stock -- 21,800
-------- --------
Net cash provided by financing activities -- 22,900
Net increase (decrease) in cash and equivalents (18,254) 3,408
Cash and equivalents at beginning of the period 21,662 --
-------- --------
Cash and equivalents at end of the period $ 3,408 $ 3,408
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest $ -- $ --
======== ========
Taxes $ -- $ --
======== ========
NON-CASH ACTIVITIES $ -- $ --
======== ========
The accompanying notes are an integral part of these financial statements.
F-15
LORAN CONNECTION CORP
(A Development Stage Company)
Notes To The Financial Statements
June 30, 2009
(Unaudited)
- --------------------------------------------------------------------------------
1. ORGANIZATION AND BUSINESS OPERATIONS
LORAN CONNECTION CORP ("the Company") was incorporated under the laws of the
State of Nevada, U.S. on July 25, 2008. The Company is in the development stage
as defined under Statement on Financial Accounting Standards No. 7, Development
Stage Enterprises ("SFAS No.7") and intends to organize individual and group
tourism as well as business support in Ukraine. The Company has not generated
any revenue to date and consequently its operations are subject to all risks
inherent in the establishment of a new business enterprise. For the period from
inception on July 25, 2008 through June 30, 2009 the Company has accumulated
losses of $19,592.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Basis of Presentation
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.
b) Going Concern
The financial statements have been prepared on a going concern basis which
assumes the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. The
Company has incurred losses since inception resulting in an accumulated deficit
of $19,492 as of June 30, 2009 and further losses are anticipated in the
development of its business raising substantial doubt about the Company's
ability to continue as a going concern. The ability to continue as a going
concern is dependent upon the Company generating profitable operations in the
future and/or to obtain the necessary financing to meet its obligations and
repay its liabilities arising from normal business operations when they come
due. Management intends to finance operating costs over the next twelve months
with existing cash on hand and loans from directors and or private placement of
common stock.
c) Cash and Cash Equivalents
The Company considers all highly liquid instruments with a maturity of three
months or less at the time of issuance to be cash equivalents.
F-16
LORAN CONNECTION CORP
(A Development Stage Company)
Notes To The Financial Statements
June 30, 2009
(Unaudited)
- --------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
d) Use of Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
e) Foreign Currency Translation
The Company's functional currency and its reporting currency is the United
States dollar.
f) Financial Instruments
The carrying value of the Company's financial instruments approximates their
fair value because of the short maturity of these instruments.
g) Stock-based Compensation
Stock-based compensation is accounted for at fair value in accordance with SFAS
No. 123 and 123 (R). To date, the Company has not adopted a stock option plan
and has not granted any stock options.
h) Income Taxes
Income taxes are accounted for under the assets and liability method. Deferred
tax assets and liabilities are recognized for the estimated future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carry forwards. Deferred tax assets and
liabilities are measured using enacted tax rates in effect for the year in which
those temporary differences are expected to be recovered or settled.
i) Basic and Diluted Net Loss per Share
The Company computes net loss per share in accordance with SFAS No.
128,"Earnings per Share". SFAS No. 128 requires presentation of both basic and
diluted earnings per share (EPS) on the face of the income statement.
Basic EPS is computed by dividing net loss available to common shareholders
(numerator) by the weighted average number of shares outstanding (denominator)
during the period. Diluted EPS gives effect to all potentially dilutive common
shares outstanding during the period. Diluted EPS excludes all potentially
dilutive shares if their effect is anti-dilutive.
F-17
LORAN CONNECTION CORP
(A Development Stage Company)
Notes To The Financial Statements
June 30, 2009
(Unaudited)
- --------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
j) Fiscal Periods
The Company's fiscal year end is March 31.
k) Recent Accounting Pronouncements
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
163, "Accounting for Financial Guarantee Insurance Contracts-and interpretation
of FASB Statement No. 60". SFAS No. 163 clarifies how Statement 60 applies to
financial guarantee insurance contracts, including the recognition and
measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company's financial position, statements of operations, or cash flows at this
time.
In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS No. 162
sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB's amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company's financial position, statements of operations, or cash flows at
this time.
In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS
No. 161, Disclosures about Derivative Instruments and Hedging Activities--an
amendment of FASB Statement No. 133. This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity's financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.
F-18
LORAN CONNECTION CORP
(A Development Stage Company)
Notes To The Financial Statements
June 30, 2009
(Unaudited)
- --------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110
regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB
107), in developing an estimate of expected term of "plain vanilla" share
options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. The Company currently uses the
simplified method for "plain vanilla" share options and warrants, and will
assess the impact of SAB 110 for fiscal year 2009. It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.
In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements--an amendment of ARB No. 51. This statement
amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008 (that is, January 1, 2009, for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related Statement 141 (revised 2007). The Company
will adopt this Statement beginning March 1, 2009. It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.
In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations.'This Statement replaces FASB Statement No. 141, Business
Combinations, but retains the fundamental requirements in Statement 141. This
Statement establishes principles and requirements for how the acquirer: (a)
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
F-19
LORAN CONNECTION CORP
(A Development Stage Company)
Notes To The Financial Statements
June 30, 2009
(Unaudited)
- --------------------------------------------------------------------------------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
acquiree; (b) recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase; and (c) determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. This statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. An entity may not apply it before that date. The
effective date of this statement is the same as that of the related FASB
Statement No. 160, Noncontrolling Interests in Consolidated Financial
Statements. The Company will adopt this statement beginning March 1, 2009. It is
not believed that this will have an impact on the Company's consolidated
financial position, results of operations or cash flows.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements This
statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), and expands disclosures
about fair value measurements. This statement applies under other accounting
pronouncements that require or permit fair value measurements, the Board having
previously concluded in those accounting pronouncements that fair value is the
relevant measurement attribute. Accordingly, this statement does not require any
new fair value measurements. However, for some entities, the application of this
statement will change current practice. This statement is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. Earlier application is
encouraged, provided that the reporting entity has not yet issued financial
statements for that fiscal year, including financial statements for an interim
period within that fiscal year. The Company will adopt this statement March 1,
2008, and it is not believed that this will have an impact on the Company's
consolidated financial position, results of operations or cash flows.
3. COMMON STOCK
The authorized capital of the Company is 75,000,000 common shares with a par
value of $ 0.001 per share. On November 28, 2008, the Company issued 900,000
shares of common stock at a price of $0.001 per share for total cash proceeds of
$900. On December 4, 2008, the Company issued 2,000,000 shares of common stock
at a price of $0.001 per share for total cash proceeds of $2,000. During the
period December 10, 2008 to March 19, 2009, the Company issued 1,890,000 shares
of common stock at a price of $0.01 per share for total cash proceeds of
$18,900. During the period July 25, 2008 (inception) to June 30, 2009, the
Company sold a total of 4,790,000 shares of common stock for total cash proceeds
of $21,800.
F-20
LORAN CONNECTION CORP
(A Development Stage Company)
Notes To The Financial Statements
June 30, 2009
(Unaudited)
- --------------------------------------------------------------------------------
4. INCOME TAXES
As of June 30, 2009, the Company had net operating loss carry forwards of
approximately $19,492 that may be available to reduce future years' taxable
income through 2029. Future tax benefits which may arise as a result of these
losses have not been recognized in these financial statements, as their
realization is determined not likely to occur and accordingly, the Company has
recorded a valuation allowance for the deferred tax asset relating to these tax
loss carry-forwards.
5. RELATED PARTY TRANSACTIONS
On July 25, 2008 Larysa Dekhtyaruk had loaned the Company $1,100. The loan is
non-interest bearing, due upon demand and unsecured.
F-21
SUBJECT TO COMPLETION, DATED OCTOBER 6, 2009
PROSPECTUS
LORAN CONNECTION CORP.
1,890,000 SHARES
COMMON STOCK
DEALER PROSPECTUS DELIVERY OBLIGATION
Until ________________________, all dealers that effect transactions in these
securities whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealer's obligation to deliver
a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs of this offering are as follows:
Securities and Exchange Commission registration fee $ 2.11
Transfer Agent Fees $ 4,000.00
Accounting fees and expenses $ 3,500.00
Legal fees and expenses $ 2,000.00
Edgar filing fees $ 500.00
----------
Total $10,002.11
==========
All amounts are estimates other than the Commission's registration fee.
We are paying all expenses of the offering listed above. No portion of these
expenses will be borne by the selling shareholders. The selling shareholders,
however, will pay any other expenses incurred in selling their common stock,
including any brokerage commissions or other costs of sale.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our officers and directors are indemnified as provided by the Nevada Revised
Statutes and our bylaws.
Under the NRS, director immunity from liability to a company or its shareholders
for monetary liabilities applies automatically unless it is specifically limited
by a company's articles of incorporation; that is not the case with our articles
of incorporation. Excepted from that immunity are:
(1) a willful failure to deal fairly with the company or its shareholders
in connection with a matter in which the director has a material
conflict of interest;
(2) a violation of criminal law (unless the director had reasonable cause
to believe that his or her conduct was lawful or no reasonable cause
to believe that his or her conduct was unlawful);
(3) a transaction from which the director derived an improper personal
profit; and
(4) willful misconduct.
II-1
Our bylaws provide that we will indemnify our directors and officer to the
fullest extent not prohibited by Nevada law; provided, however, that we may
modify the extent of such indemnification by individual contracts with our
directors and officer; and, provided, further, that we shall not be required to
indemnify any director or officer in connection with any proceeding (or part
thereof) initiated by such person unless:
(1) such indemnification is expressly required to be made by law;
(2) the proceeding was authorized by our Board of Directors;
(3) such indemnification is provided by us, in our sole discretion,
pursuant to the powers vested us under Nevada law; or
(4) such indemnification is required to be made pursuant to the bylaws.
Our bylaws provide that we will advance all expenses incurred to any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was our director or
officer, or is or was serving at our request as a director or executive officer
of another company, partnership, joint venture, trust or other enterprise, prior
to the final disposition of the proceeding, promptly following request. This
advanced of expenses is to be made upon receipt of an undertaking by or on
behalf of such person to repay said amounts should it be ultimately determined
that the person was not entitled to be indemnified under our bylaws or
otherwise.
Our bylaws also provide that no advance shall be made by us to any officer in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and promptly made: (a) by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to the proceeding; or (b) if such quorum is not obtainable, or,
even if obtainable, a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, that the facts known to the
decision- making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed to our best interests.
II-2
RECENT SALES OF UNREGISTERED SECURITIES
We issued 900,000 shares of our common stock to Larysa Dekhtyaruk on November
28, 2008. Ms. Dekhtyaruk is our President, Chief Executive Officer, Treasurer,
Secretary and our director. She acquired these 900,000 shares at a price of
$0.001 per share for total proceeds to us of $900.00.
We issued 2,000,000 shares of our common stock to Artem Kruk on December 4,
2008. Mr. Kruk is our director. He acquired these 2,000,000 shares at a price of
$0.001 per share for total proceeds to us of $2,000.00.
These shares were issued pursuant to Regulation S of the Securities Act of 1933
(the "Securities Act").
We completed an offering of 2,900,000 shares of our common stock at a price of
$0.001 per share to the following 2 purchasers on December 4, 2008:
Name of Subscriber Number of Shares
- ------------------ ----------------
LARYSA DEKHTYARUK 900,000
ARTEM KRUK 2,000,000
The total amount received from this offering was $2,900. We completed this
offering pursuant to Regulation S of the Securities Act.
We completed an offering of 1,890,000 shares of our common stock at a price of
$0.01 per share to the following 28 purchasers on March 31, 2009:
Name of Subscriber Number of Shares
- ------------------ ----------------
DMYTRO GORBYK 70,000
PAVLO TSILOMUDRYI 70,000
OLEKSANDRA UDOVENKO 70,000
JURIY DUBINA 70,000
LEONID SHEVCHUK 70,000
OLEKSANDR SKRED 70,000
OLGA MELUZINA 70,000
ANNA SEREDA 70,000
ANDRIY DIMOV 50,000
ALEKSEY PROKOPOV 50,000
NATALYA VETROVA 50,000
VOLODYMYR DEREZA 70,000
OLEKSANDR GOLUB 70,000
MIKHAIL SHKODICH 70,000
KONSTIANTYN KRAMARENKO 70,000
JULIA ROMANCHUK 70,000
VITALINA SHKODICH 70,000
NATALIYA SKRED 70,000
OLEG KUMKO 70,000
MYKOLA DEMYDENKO 70,000
OLEXANDR MANDRA 100,000
SVETLANA TABOUEVA 50,000
ANNA PROKOFEVA 50,000
SERGUEI FENEV 50,000
RODION MICHALEV 50,000
GENADY GRABARNIK 100,000
LARISA GRABARNIK 100,000
ANTON MAKARYEVSKIY 50,000
II-3
The total amount received from this offering was $18,900. We completed this
offering pursuant to Regulation S of the Securities Act.
REGULATION S COMPLIANCE
Each offer or sale was made in an offshore transaction;
We did not make any directed selling efforts in the United States. We also did
not engage any distributors, any respective affiliates, nor any other person on
our behalf to make directed selling efforts in the United States;
Offering restrictions were, and are, implemented;
No offer or sale was made to a U.S. person or for the account or benefit of a
U.S. person;
Each purchaser of the securities certifies that it was not a U.S. person and was
not acquiring the securities for the account or benefit of any U.S. person;
Each purchaser of the securities agreed to resell such securities only in
accordance with the provisions of Regulation S, pursuant to registration under
the Securities Act of 1933, or pursuant to an available exemption from
registration; and agreed not to engage in hedging transactions with regard to
such securities unless in compliance with the Securities Act of 1933;
The securities contain a legend to the effect that transfer is prohibited except
in accordance with the provisions of Regulation S, pursuant to registration
under the Securities Act of 1933, or pursuant to an available exemption from
registration; and that hedging transactions involving those securities may not
be conducted unless in compliance with the Securities Act of 1933; and
We are required by law to refuse to register any transfer of the securities not
made in accordance with the provisions of Regulation S, pursuant to registration
under the Securities Act of 1933, or pursuant to an available exemption from
registration.
EXHIBITS
Exhibit
Number Description
- ------ -----------
3.1 Articles of Incorporation *
3.2 By-Laws *
5.1 Legal opinion of Dean Law Corp., with consent to use *
10 Advertising Agreement *
23.1 Consent of Seale and Beers, (PCAOB Registered) *
- ----------
* Previously filed.
II-4
THE UNDERSIGNED REGISTRANT HEREBY UNDERTAKES:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising after the
effective date of this registration statement, or most recent
post-effective amendment, which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement; Notwithstanding the forgoing, 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 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 the 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.
(c) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement
or any material change to such information in the registration
statement.
2. That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of
the securities being registered hereby which remain unsold at the
termination of the offering.
4. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to officers, directors, and controlling persons pursuant
to the provisions above, or otherwise, we have been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act, and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities is asserted our director, officer, or other
controlling person in connection with the securities registered, we will,
unless in the opinion of our legal counsel the matter has been settled by
controlling precedent, submit the question of whether such indemnification
is against public policy to a court of appropriate jurisdiction. We will
then be governed by the final adjudication of such issue.
II-5
5. 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 430(B) 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 referenced 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.
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Las Vegas, State of
Nevada, on October 6, 2009.
Loran Connection Corp.
By: /s/ Larysa Dekhtyaruk
---------------------------------------
Larysa Dekhtyaruk
President, Chief Executive Officer,
Secretary, Treasurer, Chief Accounting
Officer, Chief Financial Officer and
Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates stated.
Signature Capacity in Which Signed Date
--------- ------------------------ ----
/s/ Larysa Dekhtyaruk President, Chief Executive October 6, 2009
- --------------------------- Officer, Secretary, Treasurer,
Larysa Dekhtyaruk Chief Accounting Officer,
Chief Financial Officer
and Director
/s/ Artem Kruk Director October 6, 2009
- ---------------------------
Artem Kruk
II-7
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
3.1 Articles of Incorporation *
3.2 By-Laws *
5.1 Legal opinion of Dean Law Corp., with consent to use *
10 Advertising Agreement *
23.1 Consent of Seale and Beers, (PCAOB Registered) *
- ----------
* Previously filed.