As Filed With the Securities and Exchange Commission on July 24, 2012
Registration No. 333-180459
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM S-1/A
AMENDMENT NO. 4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
KOLASCO CORP.
(Exact name of registrant as specified in its charter)
Nevada 7380 33-1221962
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
1005-63 Callowhill Dr,
Toronto, ON, M9R 3L6 Incorp Services, Inc.
Canada. 2360 Corporate Circle Ste 400
Tel: (416) 249-0434 Henderson, Nevada 89074-7722
kolasco.corp@hotmail.com Tel: (702) 866-2500 Fax: (702) 866-2689
(Address and telephone number of (Name, address and telephone number
registrant's executive office) of agent for service)
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 Class Proposed Maximum Proposed Maximum Amount of
of Securities to be Amount to be Offering Price Aggregate Offering Registration
Registered Registered per Share (1) Price (2) Fee (2)
-----------------------------------------------------------------------------------------------------------
Common Stock 1,600,000 $0.03 per share $48,000 $5.50
===========================================================================================================
(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 JULY 24, 2012
PROSPECTUS
KOLASCO CORP
1,600,000 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 5-9.
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 $0.03 per share. Sales price
for the duration of the offering from the selling shareholders will be fixed for
the duration of the offering.
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.
We are a development stage company with nominal operations. As a result, our
company is considered a shell company under Rule 405 of the Securities Act and.
All of our selling shareholders are underwriters and sales price to the public
is fixed for the duration of the offering.
Because we generated less than $1 billion in total annual gross revenues during
our most recently completed fiscal year, we qualify as an "emerging growth
company" under the Jumpstart Our Business Startups ("JOBS") Act.
We will lose our emerging growth company status on the earliest occurrence of
any of the following events:
1. on the last day of any fiscal year in which we earn at least $1 billion in
total annual gross revenues, which amount is adjusted for inflation every
five years;
2. on the last day of the fiscal year of the issuer following the fifth
anniversary of the date of our first sale of common equity securities
pursuant to an effective registration statement;
3. on the date on which we have, during the previous 3-year period, issued
more than $1 billion in non-convertible debt; or
4. the date on which such issuer is deemed to be a `large accelerated filer',
as defined in section 240.12b-2 of title 17, Code of Federal Regulations,
or any successor thereto."
A "large accelerated filer" is an issuer that, at the end of its fiscal year,
meets the following conditions:
1. it has an aggregate worldwide market value of the voting and non-voting
common equity held by its non-affiliates of $700 million or more as of the
last business day of the issuer's most recently completed second fiscal
quarter;
2. It has been subject to the requirements of section 13(a) or 15(d) of the
Act for a period of at least twelve calendar months; and
3. It has filed at least one annual report pursuant to section 13(a) or 15(d)
of the Act.
As an emerging growth company, exemptions from the following provisions are
available to us:
1. Section 404(b) of the Sarbanes-Oxley Act of 2002, which requires auditor
attestation of internal controls;
2. Section 14A(a) and (b) of the Securities Exchange Act of 1934, which
require companies to hold shareholder advisory votes on executive
compensation and golden parachute compensation;
3. Section 14(i) of the Exchange Act (which has not yet been implemented),
which requires companies to disclose the relationship between executive
compensation actually paid and the financial performance of the company;
4. Section 953(b)(1) of the Dodd-Frank Act (which has not yet been
implemented), which requires companies to disclose the ratio between the
annual total compensation of the CEO and the median of the annual total
compensation of all employees of the companies; and
5. The requirement to provide certain other executive compensation disclosure
under Item 402 of Regulation S-K. Instead, an emerging growth company must
only comply with the more limited provisions of Item 402 applicable to
smaller reporting companies, regardless of the issuer's size.
Pursuant to Section 107 of the JOBS Act, an emerging growth company may choose
to forgo such exemption and instead comply with the requirements that apply to
an issuer that is not an emerging growth company. We have elected to maintain
our status as an emerging growth company and take advantage of the JOBS Act
provisions.
THE DATE OF THIS PROSPECTUS IS: JULY 24, 2012
TABLE OF CONTENTS
PAGE
----
Summary 3
Risk Factors 5
Forward-Looking Statements 9
Use of Proceeds 9
Determination of Offering Price 9
Dilution 9
Selling Shareholders 10
Plan of Distribution 11
Description of Securities 13
Interest of Named Experts and Counsel 14
Description of Business 14
Legal Proceedings 18
Market for Common Equity and Related Stockholder Matters 19
Plan of Operations 20
Changes in and Disagreements with Accountants 22
Available Information 23
Directors, Executive Officer, Promoters and Control Persons 23
Executive Compensation 24
Security Ownership of Certain Beneficial Owners and Management 25
Certain Relationships and Related Transactions 26
Disclosure of Commission Position of Indemnification for Securities
Act Liabilities 26
Financial Statements 24
2
SUMMARY
PROSPECTIVE INVESTORS ARE URGED TO READ THIS PROSPECTUS IN ITS ENTIRETY.
OUR BUSINESS
We are a development stage company. We have generated $800 in revenues and
incurred $6,529 in operating expenses during the period from inception to May
31, 2012.
We are in the business of translation and interpretation. The company will
undertake translation and interpretation projects for various fields from
business, economics, to science issues. All operating projects are customer
tailored with four working languages: English, Spanish, Russian, and Ukrainian.
In our translation projects we utilize Human Translation and Machine
Translation--computer software translation. Our Machine Translation is performed
by special computer translation software: MT PROMT SYSTEM. Our Machine
Translation analyzes sentences based on the grammar rules of the language and
translates the words and phrases in the context of the original document.
Because the Machine Translation is not perfect we supplement it with Human
Translation to increase the level of accuracy and reader comprehension.
In our interpretation projects we offer services of simultaneous interpretation
in such fields as tourism, business, trials, conferences, marketing, and
classroom settings.
Our revenue is earned by charging a fee for our services. We may also receive
commissions from other translation/interpretation companies to which we will
refer our potential clients. We are currently developing a website
(www.kolasco.com/) which will include our contact info, pricing and detailed
description of our services. The website will allow our clients to review our
services and place translation or interpretation orders online. To date, we have
developed our business plan, purchased a translation program, registered a
domain name for our new website and completed a translation project for our
first client.
Our principal executive office is located at 1005-63 Callowhill Dr., Toronto,
ON, M9R 3L6. Canada. Our telephone number is (416) 249 0334, and our registered
agent for service of process is the INCORP SERVICES, INC, located at 2360
CORPORATE CIRCLE STE 400, HENDERSON, Nevada, 89074-7722. We were incorporated in
the State of Nevada on December 28, 2010. Our fiscal year end is November 30.
THE OFFERING:
Securities Being Offered Up to 1,600,000 shares of common stock.
Offering Price The selling shareholders will sell our shares at
$0.03 per share. Sales price for the duration of
the offering from the selling shareholders will be
fixed for the duration of the offering. We
determined this offering price arbitrarily by
adding a $0.01 premium to the last sale price of
our common stock to investors.
Terms of the Offering The selling shareholders will determine when and
how they will sell the common stock offered in this
prospectus.
3
Termination of the
Offering The offering will conclude when all of the
1,600,000 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.
Securities Issued and
to be Issued 1,600,000 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.
Market for the common
stock 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.
SUMMARY FINANCIAL INFORMATION
The following financial information summarizes the more complete historical
financial information at the end of this prospectus.
As of May 31, 2012
------------------
BALANCE SHEET
Total Assets $ 16,274
Total Liabilities $ 973
Stockholders' Equity $ 15,301
Period from December 28, 2010
(date of inception) to
May 31, 2012
------------
INCOME STATEMENT
Revenue $ 800
Total Expenses $ 7,499
Net Loss $ (6,699)
4
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 May 31, 2012, we had cash on hand of $15,419 we have accumulated a
deficit of $6,699 in business development and administrative expenses. At this
rate, we expect that we will only be able to continue operations for one year
without additional funding. We anticipate that additional funding will be needed
for general administrative expenses and marketing costs. We have generated $800
in 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
director.
WE LACK AN OPERATING HISTORY AND HAVE NOT GENERATED ANY 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 December 2010 and we have not started our proposed
business operations. We have no operating history upon which an evaluation of
our future success or failure can be made. Our net loss since inception is
$6,699 of which $170 is for depreciation expenses, $5,381 is for professional
fees and $1,948 for general and administrative, offset by $800 of revenue. Our
ability to achieve and maintain profitability and positive cash flow is
dependent upon our ability to earn profit by attracting enough customers 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 DIRECTOR HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE
ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Mr. Ogir intends to devote 20% to 25% of his business time to our affairs at the
beginning and has agreed to devote more of his time to our business matters when
it will be required - when our operations expand. Because our officer and
director 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.
5
BECAUSE WE HAVE ONLY ONE OFFICER AND DIRECTOR WHO MAY HAVE NOT ENOGH EXPERIENCE
AND FORMAL TRAINING IN FINANCIAL ACCOUNTING AND MANAGENENT, OUR BUSINESS HAS A
HIGH RISK OF FAILURE.
We have only one officer and director. He has no formal training in financial
accounting and management; however, he is responsible for our managerial and
organizational structure, which will include preparation of disclosure and
accounting controls.
While Mr. Ogir has no formal training in financial accounting matters, he 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, he will be responsible for the
administration of them. Should he not have sufficient experience, he 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 he will have
created and will be accurate in assembling and providing information to
investors. In addition, Mykola Ogir has no professional training in all
languages involved in our business. As a result, he may not be able to recognize
and take advantage of potential acquisition and exploration opportunities in the
sector without the aid of qualified consultants. Consequently our operations,
earnings and ultimate financial success may suffer irreparable harm as a result.
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 $6,699 at May 31, 2012. 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.
BECAUSE OUR DIRECTOR OWNS 55.6% OF OUR ISSUED AND OUTSTANDING COMMON STOCK, HE
CAN MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY
SHAREHOLDERS.
Our director, Mykola Ogir, own approximately 55.6% of the outstanding shares of
our common stock. Accordingly, he will have a significant influence in
determining the outcome of all corporate transactions or other matters,
6
including mergers, consolidations, and the sale of all or substantially all of
our assets. He will also have the power to prevent or cause a change in control.
The interests of our director may differ from the interests of the other
stockholders and thus result in corporate decisions that are disadvantageous to
other shareholders.
IF MYKOLA OGIR, OUR OFFICER AND DIRECTOR, 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 director Mykola Ogir for the future
success of our business. The loss of the services of Mr. Ogir could have an
adverse effect on our business, financial condition and results of operations.
If he 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 Mr. Ogir and we do not have a contract for his services.
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 DIRECTOR.
While we are organized under the laws of State of Nevada, our office and
director is non-U.S. resident. Consequently, it may be difficult for investors
to affect service of process on Mr. Ogir in the United States and to enforce in
the United States judgments obtained in United States courts against Mr. Ogir
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 WE MAY RECEIVE
PAYMENTS AND INCUR EXPENSES IN FOREIGN CURRENCY.
We will receive some of our earnings in US currency. However, some of our
clients may pay us in foreign currency. Also, as our operations are based in
Canada, some of our expenses will bed be incurred in Canadian dollars. 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
7
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.
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.
WHEN 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. When our shares of common stock
commence trading on the Bulletin Board, 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.
ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL
RESULT IN DILUTION TO EXISTING SHAREHOLDERS.
8
We must raise additional capital in order for our business plan to succeed. 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.
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.
OUR FINANCIAL STATEMENTS MAY NOT BE COMPARABLE TO COMPAMPANIES THAT COMPLY WITH
PUBLIC COMPANY EFFECTIVE DATES.
We have elected to use the extended transition period for complying with new or
revised accounting standards under Section 102(b)(1). This election will allow
us to delay the adoption of new or revised accounting standards that have
different effective dates for public and private companies until those standards
apply to private companies. As a result of this election, our financial
statements may not be comparable to companies that comply with public company
effective dates.
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 $0.03 per share. Sales price
for the duration of the offering from the selling shareholders will be fixed for
the duration of the offering. 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.
9
DILUTION
Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing stockholders.
SELLING SHAREHOLDERS
The selling shareholders named in this prospectus are offering all of the
1,600,000 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:
1,600,000 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 February 9, 2012.
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 This Completion of This
Selling Shareholder Offering Account Offering Offering
------------------- -------- ------- -------- --------
ANDRII CHORNYI 80,000 80,000 Nil Nil
OLEG ZHUKOVSKYI 80,000 80,000 Nil Nil
YURIY TURCHYNSKYY 80,000 80,000 Nil Nil
OLGA PROKHOROVA 80,000 80,000 Nil Nil
LEO RONIN 80,000 80,000 Nil Nil
IRYNA RONIN 80,000 80,000 Nil Nil
VOLODYMYR GORDIYCHUK 80,000 80,000 Nil Nil
OKSANA OLEKSENKO 80,000 80,000 Nil Nil
OLEKSANDR OLEKSENKO 80,000 80,000 Nil Nil
LEONID NOVOKHATKO 80,000 80,000 Nil Nil
NATALIIA KATERYNENKO 80,000 80,000 Nil Nil
LILIYA KUZMINA 80,000 80,000 Nil Nil
SERGII KUZMIN 80,000 80,000 Nil Nil
SVITLANA KOZHEMIAKO 80,000 80,000 Nil Nil
10
GALYNA VERBOVENKO 80,000 80,000 Nil Nil
SAMINA SAQLAIN 40,000 40,000 Nil Nil
SYED HUSSAINIE 40,000 40,000 Nil Nil
ARSHAD NAZIR 40,000 40,000 Nil Nil
IOLANA RAKOVA 40,000 40,000 Nil Nil
IVAN I. VANSOVSKYI 40,000 40,000 Nil Nil
IVAN S. VANSOVSKYI 40,000 40,000 Nil Nil
RADMILA SDVIHANTSEVA 40,000 40,000 Nil Nil
NADIYA VASHCHENKO 40,000 40,000 Nil Nil
VIKTORIYA ZHUKOVSKA 40,000 40,000 Nil Nil
OLEKSADNR SEMENENKO 40,000 40,000 Nil Nil
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 3,600,000 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 $0.03 per share. Sales price
for the duration of the offering from the selling shareholders will be fixed for
the duration of the offering. 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
11
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.
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 are 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.
12
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.
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 May 31, 2012, there were 3,600,000 shares of our common stock issued and
outstanding that are held by 26 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.
PREFERRED STOCK
We do not have an authorized class of preferred stock.
13
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.
Stepp Law Corporation 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 Sadler, Gibb & Associates, Certified Public
Accountants 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.
DESCRIPTION OF BUSINESS
PRODUCTS/SERVICES
We offer our clients translation and interpretation services in various fields,
such as business, economics, marketing, advertising and science issues.
Initially, we will concentrate our services in the following four languages:
SUPPORTED LANGUAGES:
* English to Spanish: Spanish to English
* English to Russian: Russian to English
* English to Ukrainian: Ukrainian to English
* Spanish to Russian: Russian to Spanish
* Spanish to Ukrainian: Ukrainian to Spanish
* Ukrainian to Russian: Russian to Ukrainian
However, if we are presented with a job outside of our language expertise, we
plan to outsource it to other translation experts. We have not yet entered in
negotiations, executed written agreements, and have not secured these
relationships
14
As our business expands we are going to add the following languages to our
"in-house services":
* English to Italian: Italian to English
* English to Portuguese: Portuguese to English
* English to German: German to English
* English to France: France to English
* English to Japanese: Japanese to English
* English to Simplified Chinese
* English to Traditional Chinese
TRANSLATION.
In our translation projects we combine Human Translation and Machine
Translation.
Human translation will be done initially by our director, Mr. Ogir. As our
business expands, we plan to hire additional translation experts. They will be
selected based on their knowledge of multiple languages as well as their
experience in the translation industry.
- For machine translation we have purchased and will use MT PROMT SYSTEM
PR90PROFEGIGBS 9.0 software
PROMT (www.prompt.com) is a provider of automated translation software, with
offices in US, Germany and Russia.
Most programs that claim to provide "Machine Translation" are really just
performing a word-by-word dictionary lookup and replacement. On the other hand,
PROMPT software, according to their website (www.prompt.com), analyzes sentences
based on the grammar rules and translates the words and phrases in the context
of the original document.
PROMPT has a high level of accuracy and reader comprehension, however, it is not
perfect since computers don't yet possess "life knowledge". For example, a
computer doesn't know that: "dusting" a field means putting dust on it, while
"dusting" a table means taking dust off of it. In a language other than English,
the translation for "drive" is probably different depending on whether one is
driving a golf ball or a car, and a computer can easily get it wrong. This is
why we are backing up mashine translation by custom tailored human translatin.
Human Translation service - or a Human-Edited translation service - is more
desirable when accuracy and quality is important.
Machine Translation is instant and is therefore ideal for many purposes where
human translation is not available. Machine Translation is used for rapid,
draft-quality translations that provide individuals and professionals with the
"gist" of foreign language documents such as 2-way email, web pages and
correspondence. A "gisted" translation allows readers to understand the meaning
of the original document and determine its relevance to themselves or their
business.
15
2-WAY EMAIL TRANSLATION
Many email translation solutions are often restricted to one-way communication.
We are going to act as the translation engine, through which our client emails
passes on the way to and from oversea's correspondents.
INTERPRETATION.
We provide the facilitation of dialogue between parties using different
languages - interpretation for events such as conferences, workshops, courses
and business meetings. Our service includes Representative Call, Live
Interpretation Call and On-Site Interpretation.
REPRESENTATIVE CALL
Prior to "Representative Call", our client will leave his/her message in
language which has to be translated. We will then translate the message and make
the call on behalf of our client in desired language. The client will be
contacted immediately after the conclusion of the call with the results of the
conversation.
LIVE INTERPRETATION CALL
During Live Interpretation, we will assist during a telephone call of our client
and another party. Our interpreter will listen and simultaneously translate the
dialogue of each party.
ON-SITE INTERPRETATION SERVICES
We provide on-site interpretation services for any of the following situations:
* Business negotiations
* Depositions
* Trials
* Conferences
* Teleconferences
* Classroom settings
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 have not yet entered in negotiations, executed written
agreements, and have not secured these relationships. We have started to
research and collect information about these companies.
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.
CONTRACT FOR TRANSLATION SERVICES
We have executed a Contract for Translation Services with Eastern European
Company Apikosmetic Ltd based in Kiev, Ukraine (www.apic.com.ua). This company
is in Cosmetic product distributor and is in a process of expanding its target
market to Europe and North America. Under the terms of the agreement we will
16
provide Apikosmetic with translation and interpretation service from Ukrainian
and Russian into English and vice versa. Other material terms of the agreement
are as follows:
1. Client shall pay translator at the rate of $0.15 USD per word for
translation plus $35 USD per hour for revision.
2. Payment is due within 30 days since invoice issue date.
3. The source and target language materials do not become the property of
the translator, but the translator has the right to retain file copies
of the materials upon completion of the work.
4. All knowledge and information acquired during the term of this
Contract with respect to the business and products of the client will
be treated by translator as confidential until and unless stipulated
by client.
5. This contract can be modified orally or in writing by agreement of
both parties.
6. Either party may terminate this contract by giving a 30 days notice in
writing.
WEBSITE MARKETING STRATEGY
We plan to develop a website to market and display our services. To accomplish
this, we plan to contract an independent web designing company. Our website will
describe our services in detail, show our contact information, and include some
general information and description of our services.
We intend to promote our website by displaying it on our business cards. 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.
REVENUE
The company's revenue comes from fees we charge our clients for
translation/interpretation services. We charge our clients translation fee at
rate of $ 0.15 USD per word for translation plus $35.00 USD per hour for
revision for Human translation. The fee for Machine translation will vary from
$0.01 to $0.1 per word depending on source content plus $35 per hour for
revision if apply.
Representative Calls and Live Interpretations have a base rate of $1.5 per
minute plus country surcharge per minute. Examples: an interpretation call from
Europe to US would cost $1.5 per minute basic + $0.3 per minute surcharge = $1.8
per minute total; a call between Canada and Argentina would cost $1.5 per minute
basic + $0.5 per minute surcharge = $2.0 per minute total.
We may also receive commission from other translation/interpretation companies
to which we will refer our clients. The commission may range from 10% to 15% of
the total amount paid by our clients.
17
COMPETITION
The translation/interpretation 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 director. We intend to hire additional employees on an as needed
basis.
OFFICES
Our offices are located at 1005-63 Callowhill Dr., Toronto, ON, M9R 3L6. Canada.
Our telephone number is (416) 249 0334. This is the office of our President,
Mykola Ogir. We do not pay any rent to Mr. Ogir and there is no agreement to pay
any rent in the future. Upon the completion of our offering, we intend to
establish an office elsewhere. As of the date of this prospectus, we have not
sought or selected a new office site.
EMPLOYEES
We are a development stage company and we have no employees as of the date of
this prospectus, other than our officer and director.
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 2360 Corporate Circle STE 400, Henderson, Nevada
89074-7722.
18
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 26 registered
shareholders.
RULE 144 SHARES
A total of 2,000,000 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. 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 2,000,000 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.
19
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.
PLAN OF OPERATION
We will rely on our president's educational background and work experience in
translation industry to services our clients and to develop our business. As our
business expands, we may hire additional representatives and
translation/interpretation consultants. Below are the main steps and milestones
the company plans for this fiscal year.
20
STEP BY STEP COST OF OPERATION
Apr-May 2012 Registering a domain name and website development. 2000
Make a database of potenial clients 200
Installation and Setting up Machine Translation programs. 200
-----
The expected cost for this step is 2400 => 2400
Jun-Jul 2012 Begin meeting prospective clients and negotiating referral 2000
agreements. Costs include telephone and travel expenses.
Begin advertising compain. Printing, fliers. Placing online 2500
adds. Advertising will be an ongoing activity throughout
the lifetime of our operations.
-----
The expected cost for this step is 4500 => 4500
Aug-Sep 2012 Continue seeking new clients and executing agreemetns with 1500
them with view of providing translation services. Costs
include telephone and travel expenses.
Launch our website. 2000
-----
The expected cost for this step is 3500 => 3500
Oct-Nov 2012 Continue improving/updating website 1000
Purchase and set up additional translation programs to 3000
expand the range of translation services offered.
-----
The expected cost for this step is 4000 => 4000
Dec-Jan 2013 Hire 1-2 translation consultants to help us serve clients. 0
Hire 1-2 interpretation representatives to help us serve 0
our clients. The number of representatives and consultants
will depend on our level of business activity.
Their salary will be commision based.
-----
The expected cost for this step is 0 => 0
Feb-Mar 2013 Continue to advertise our business. 1000
Continue to expand client base.
-----
The expected cost for this step is 1000 => 1000
------
Sub total for all steps 15400 = 15400
General administrative costs: office electronics and 8500
utilities, network technical assistance and computer
maintenance work
------
Total 23900 => 23900
Professional fees, including fees payable in connection 10000
with the filing of this registration statement and
complying with reporting obligations.
------
Grand Total 33900
======
The total cost of operation is: $33,900.
21
We may need to raise additional financing to cover our budgeted expenses in the
next twelve months if we are unable to generate sufficient revenue. 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, we have not received any confirmation from any
party of their willingness to loan or invest funds to the company but will seek
funding advances from sources such as our officer and director or from sale of
our common stock.
RESULTS OF OPERATIONS FOR THE PERIOD FROM DECEMBER 28, 2010 (INCEPTION) THROUGH
MAY 31, 2012
We earned revenues of $800 from inception through May 31, 2012 and we incurred
operating expenses in the amount of $7,499 for the period from December 28, 2011
through May 31, 2012. These operating expenses were comprised of depreciation
expenses of $170, professional fees of $5,381 and misceleneous expenses of
$1,948.
RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDING MAY 31, 2012
We had no revenues for the Three Month Period Ending May 31, 2012 and we
incurred operating expenses in the amount of $3,336. These operating expenses
were comprised of depreciation expenses of $85, professional fees of $2,881 and
general and administrative of $370.
RESULTS OF OPERATIONS FOR THE THREE MONTH PERIOD ENDING MAY 31, 2011
We had no revenues for the Three Month Period Ending May 31, 2011 and we
incurred operating expenses in the amount of $13. These operating expenses were
general and administrative only.
RESULTS OF OPERATIONS FOR THE SIX MONTH PERIOD ENDING MAY 31, 2012
We had no revenues for the Six Month Period Ending May 31, 2012 and we incurred
operating expenses in the amount of $6,165. These operating expenses were
comprised of depreciation expenses of $170, professional fees of $5,381 and
general and administrative of $614.
RESULTS OF OPERATIONS FOR THE SIX MONTH PERIOD ENDING MAY 31, 2011
We had no revenues for the Six Month Period Ending May 31, 2011 and we incurred
operating expenses in the amount of $786. These were general and administrative
expenses only.
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.
22
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.
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
---------------- ---
Mykola Ogir 58
EXECUTIVE OFFICER:
Name of Officer Age Office
--------------- --- ------
Mykola Ogir 58 President, Chief Executive Officer, Secretary,
Treasurer, Chief Financial Officer and Chief
Accounting Officer
BIOGRAPHICAL INFORMATION
Set forth below as a brief background and business experience description of our
President for last five years.
Since the very inception on December 28, 2010, Mykola Ogir. has been our
President, Chief Executive Officer, Secretary, Treasurer, Chief Financial
Officer. He was chosen for this position in part because of his multilingual
work experience. His previous practical work and background were closely
connected with provision of translation and interpretation services.
23
Since 2006 to present Mr. Ogir has been working for Canadian Immigration Holding
Centre as immigration security officer. His duties include escorting and
attending detainees and interpretations for courts, refugees, and police
emergency needs.
From 2004 to 2006 Mr. Ogir worked in capacity of translator and/or interpreter
in Toronto - located Domar and Tours Ltd., preparing papers, developing contacts
and tours for Spanish, Polish, Ukrainian, Russian, Italian, Portuguese speaking
communities. Mr. Ogir holds Bachelor's and Master's degree in foreign languages.
Mr. Ogir is Ukrainian and Russian native speaker and holds Bachelor's and
Master's degree in foreign languages. In 1977 he graduated from permanent
guide-interpreters courses under the Council Of Ministers of the USSR on Spanish
and English Programs. In 1981 he graduated from People's University of Technical
Progress in Kiev, Ukraine. Faculty: Scientific and Technical Translation.
Department: English, Spanish, Russian and Ukrainian Translation.
Mr. Ogir has not been a member of the board of directors of any corporations
during the last five years. During the past five years, Mr. Ogir has not been
the subject to any of the following events:
1. Any bankruptcy petition filed by or against any business of which Mr.
Ogir was 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 Mr.
Mykola Ogir'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.
TERM OF OFFICE
Our officer and director is 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 director.
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 December 28, 2010 to
November 30, 2011 (our fiscal year end) and subsequent thereto to the date of
this prospectus.
24
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($) Compensation($) Totals($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- ---------
MYKOLA OGIR 2010 None None None None None None None None
President, CEO,
CFO,
Secretary,
Treasurer,
Chief
Accounting
Officer, and
director
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 Mykola Ogir. 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
November 30, 2011.
Except as otherwise indicated, all shares are owned directly.
Amount of
Title of Name and address beneficial Percent
Class of beneficial owner ownership of class
----- -- ---------------- --------- --------
Common Mykola Ogir 2,000,000 55.6%
Stock President, Chief Executive Officer,
Chief Financial Officer, Secretary,
Treasurer, Chief Accounting Officer
and Director
1005-63 Callowhill Dr,
Toronto, ON, M9R 3L6 Canada
The percent of class is based on 3,600,000 shares of common stock issued and
outstanding as of the date of this prospectus.
25
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None of the following parties has, since our date of incorporation, had any
material interest, direct or indirect, in any transaction with us or in any
presently proposed transaction that has or will materially affect us:
* Any of our directors or officers;
* Any person proposed as a nominee for election as a director;
* Any person who beneficially owns, directly or indirectly, shares
carrying more than 5% of the voting rights attached to our outstanding
shares of common stock;
* Our sole promoter, Mykola Ogir;
* Any relative or spouse of any of the foregoing persons who has the
same house as such person;
* Immediate family members of directors, director nominees, executive
officers and owners of 5% or more of our common stock.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
Our officer and director is 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.
26
FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS:
1. Report of Independent Registered Public Accounting Firm; F-1
2. Audited financial statements for the period from December 28, 2010
(inception) to November 30, 2011
a. Balance Sheets; F-2
b. Statements of Operations; F-3
c. Statement of Stockholders' Equity; and F-5
d. Statements of Cash Flows; F-4
e. Notes to Financial Statements F-6
3. Unaudited interim financial statements for the period ended
February 29, 2012
a. Balance Sheets; F-10
b. Statements of Operations; F-11
c. Statements of Cash Flows; F-12
d. Notes to Financial Statements F-13
27
SADLER, GIBB & ASSOCIATES, LLC
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Kolasco Corp.
(A Development Stage Company)
We have audited the accompanying balance sheet of Kolasco Corp. as of November
30, 2011, and the related statement of operations, stockholders' deficit and
cash flows from inception on December 1, 2010 through November 30, 2011. 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 audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion the financial statements referred to above present fairly, in all
material respects, the financial position of Kolasco Corp. as of November 30,
2011, and the results of operations and cash flows from inception on December 1,
2010 through November 30, 2011, in conformity with U.S. generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company had an accumulated deficit of $534 as of
November 30, 2011, which raises substantial doubt about its ability to continue
as a going concern. Management's plans concerning these matters are also
described in Note 3. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ Sadler, Gibb & Associates, LLC
-----------------------------------------
Sadler, Gibb & Associates, LLC
Salt Lake City, UT
February 27, 2012
F-1
KOLASCO CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF NOVEMBER 30, 2011
November 30, 2011
-----------------
ASSETS
Current Assets
Cash $ 21,414
--------
Total Current Assets 21,414
--------
Fixed Assets
Furniture and Equipment 1,025
--------
Total Fixed Assets 1,025
--------
Total Assets $ 22,439
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Notes Payable - Related Party $ 973
--------
Total Liabilities 973
--------
Stockholders' Equity
Common stock, par value $0.001; 75,000,000 shares authorized,
3,600,000 shares issued and outstanding 3,600
Additional paid in capital 18,400
Deficit accumulated during the development stage (534)
--------
Total Stockholders' Equity 21,466
--------
Total Liabilities and Stockholders' Equity $ 22,439
========
See accompanying notes to financial statements.
F-2
KOLASCO CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM DECEMBER 1, 2010 (INCEPTION) TO NOVEMBER 30, 2011
For the period
from December 1, 2010
(Inception) to
November 30,
2011
----------
REVENUES $ 800
----------
OPERATING EXPENSES
General and administrative expenses 1,334
----------
TOTAL OPERATING EXPENSES 1,334
----------
NET LOSS FROM OPERATIONS (534)
PROVISION FOR INCOME TAXES 0
----------
NET LOSS $ (534)
==========
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00)
==========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 2,551,111
==========
See accompanying notes to financial statements.
F-3
KOLASCO CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM DECEMBER 1, 2010 (INCEPTION) TO NOVEMBER 30, 2011
Deficit
Accumulated
Common Stock Additional during the Total
-------------------- Paid-in Development Stockholders'
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
Inception, December 1, 2010 -- $ -- $ -- $ -- $ --
Founders' shares issued for cash 2,000,000 2,000 -- -- 2,000
Common stock issued for cash 1,600,000 1,600 18,400 -- 20,000
Net loss for the year ended
November 30, 2011 -- -- -- (534) (534)
--------- --------- --------- --------- ---------
Balance, November 30, 2011 3,600,000 $ 3,600 $ 18,400 $ (534) $ 21,466
========= ========= ========= ========= =========
See accompanying notes to financial statements.
F-4
KOLASCO CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM DECEMBER 1, 2010 (INCEPTION) TO NOVEMBER 30, 2011
For the period
from December 1, 2010
(Inception) to
November 30,
2011
--------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (534)
Adjustments to reconcile net loss to net
cash (used in) operating activities:
Changes in assets and liabilities:
Increase (decrease) in accrued expenses 0
--------
CASH FLOWS USED IN OPERATING ACTIVITIES (534)
--------
CASH FLOWS FROM INVESTING ACTIVITIES
Furniture and Equipment (1,025)
--------
Net cash provided by Investing Activities (1,025)
--------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock 22,000
Proceeds from notes payable - related party 973
--------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 22,973
--------
NET INCREASE IN CASH 21,414
Cash, beginning of period 0
--------
CASH, END OF PERIOD $ 21,414
========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 0
========
Income taxes paid $ 0
========
See accompanying notes to financial statements.
F-5
KOLASCO CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2011
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
Kolasco Corp. (the "Company" or "Kolasco") was incorporated under the laws of
the State of Nevada on December 1, 2010. The Company performs translation and
interpretation services for clients from various fields ranging from business,
economics, and science fields. All operating projects are customer tailored with
four working languages: English, Spanish, Russian, and Ukrainian.
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Development Stage Company
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles related to development stage companies
under ASC 915. A development-stage company is one in which planned principal
operations have not commenced or if its operations have commenced, there has
been no significant revenues there from.
Accounting Basis
The Company's financial statements are prepared using the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States. The Company has elected a November 30 fiscal year end.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities
of three months or less to be cash equivalents. The Company had $21,414 of cash
as of November 30, 2011.
Property and Equipment
Property and equipment is recorded at cost less accumulated depreciation.
Depreciation and amortization is calculated using the straight-line method over
the expected useful life of the asset, after the asset is placed in service. The
Company generally uses the following depreciable lives for its major
classifications of property and equipment:
Assets Estimated Useful Life
------ ---------------------
Software 3 Years
Valuation of Long-Lived Assets
Long-lived tangible assets and definite-lived intangible assets are reviewed for
possible impairment whenever events or changes in circumstances indicate that
the carrying amount of such assets may not be recoverable. The Company uses an
estimate of undiscounted future net cash flows of the assets over the remaining
useful lives in determining whether the carrying value of the assets is
recoverable. If the carrying values of the assets exceed the expected future
cash flows of the assets, the Company recognizes an impairment loss equal to the
difference between the carrying values of the assets and their estimated fair
values. Impairment of long-lived assets is assessed at the lowest levels for
which there are identifiable cash flows that are independent from other groups
of assets. The evaluation of long-lived assets requires the Company to use
estimates of future cash flows. However, actual cash flows may differ from the
estimated future cash flows used in these impairment tests. As of June 30, 2011
and 2010, management does not believe any of the Company's long-lived assets
were impaired.
F-6
KOLASCO CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2011
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
Fair Value of Financial Instruments
In accordance with ASC 820, the Company's financial instruments consist of cash
and cash equivalents and amounts due to related parties. The carrying amount of
these financial instruments approximates fair value due either to length of
maturity or interest rates that approximate prevailing market rates unless
otherwise disclosed in these financial statements.
Income Taxes
The Company accounts for income taxes under the asset/liability method. Deferred
tax assets and liabilities are determined based on differences between the
financial reporting and tax bases of assets and are measured using the enacted
tax rates and laws that will be in effect when the differences are expected to
reverse. The charge for taxation is based on the results for the year as
adjusted for items, which are non-assessable or disallowed. It is calculated
using tax rates that have been enacted or substantively enacted by the balance
sheet date.
In July, 2006, the FASB issued ASC 740, "ACCOUNTING FOR UNCERTAINTY IN INCOME
TAXES", which clarifies the accounting for uncertainty in tax positions taken or
expected to be taken in a return. ASC 740 provides guidance on the measurement,
recognition, classification and disclosure of tax positions, along with
accounting for the related interest and penalties. Under this pronouncement, the
Company recognizes the financial statement benefit of a tax position only after
determining that a position would more likely than not be sustained based upon
its technical merit if challenged by the relevant taxing authority and taken by
management to the court of the last resort. For tax positions meeting the
more-likely-than-not threshold, the amount recognized in the consolidated
financial statements is the largest benefit that has a greater than 50%
likelihood of being realized upon settlement with the relevant tax authority.
ASC 740 became effective for the Company as of July 1, 2008 and had no material
impact on the Company's financial statements.
The Company's policy is to recognize both interest and penalties related to
unrecognized tax benefits in income tax expense. Interest and penalties on
unrecognized tax benefits expected to result in payment of cash within one year
are classified as accrued liabilities, while those expected beyond one year are
classified as other liabilities. The Company has not recorded any interest and
penalties since its inception.
The Company files income tax returns in the U.S. federal tax jurisdiction and
various state tax jurisdictions. The tax years for 2011 remain open for federal
and/or state tax jurisdictions. The Company is currently not under examination
by any other tax jurisdictions for any tax years.
Revenue Recognition
The Company applies the provisions of ASC 605, which provides guidance on the
recognition, presentation and disclosure of revenue in financial statements. ASC
605 outlines the basic criteria that must be met to recognize revenue and
provides guidance for disclosure related to revenue recognition policies. The
Company recognizes revenue related to goods and services provided when
translation services have been rendered, the fee is fixed or determinable, and
collectability is reasonably assured.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company's net loss
applicable to common shareholders by the weighted average number of common
shares during the period. Diluted earnings per share is calculated by dividing
the Company's net income available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted
weighted average number of shares outstanding is the basic weighted number of
shares adjusted for any potentially dilutive debt or equity. There are no such
common stock equivalents outstanding as of November 30, 2011.
F-7
KOLASCO CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2011
Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position or cash flow.
Jobs Act Provisions
We have elected to maintain our status as an emerging growth company and take
advantage of the JOBS Act provisions. This election allows us to delay the
adoption of new or revised accounting standards that have different effective
dates for public and private companies until those standards apply to private
companies. As a result of this election, our financial statements may not be
comparable to companies that comply with public company effective dates.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a going concern
which contemplates the realization of assets and liquidation of liabilities in
the normal course of business. The Company has not yet established an ongoing
source of revenues sufficient to cover its operating costs and allow it to
continue as a going concern. The ability of the Company to continue as a going
concern is dependent on the Company obtaining adequate capital to fund operating
losses until it becomes profitable. If the Company is unable to obtain adequate
capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other
things, additional capital resources. Management's plans to obtain such
resources for the Company include (1) obtaining capital from management and
significant shareholders sufficient to meet its minimal operating expenses, and
(2) seeking out and completing mergers with existing operating companies.
However, management cannot provide any assurances that the Company will be
successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.
NOTE 4 - NOTES PAYABLE - RELATED PARTY
From time to time a Company shareholder has lent the Company funds or has paid
Company expenses directly. The loans are unsecured, non-interest bearing and due
on demand. During the year ended November 30, 2011, a shareholder loaned the
Company $200 in cash and paid $773 of Company expenses
The balance due to the shareholder was $973 as of November 30, 2011.
NOTE 5 - COMMON STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
There were 3,600,000 shares of common stock issued and outstanding as of
November 30, 2011.
On April 20, 2011, the Company issued 2,000,000 shares of common stock to the
Company's founder for cash proceeds of $2,000 at $0.001 per share.
On August 20, 2011, the Company issued 1,200,000 shares of common stock for cash
proceeds of $12,000 at $0.01 per share.
On November 30, 2011, the Company issued 400,000 shares of common stock for cash
proceeds of $8,000 at $0.02 per share.
F-8
KOLASCO CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
NOVEMBER 30, 2011
NOTE 6 - COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An officer
has provided office services without charge. There is no obligation for the
officer to continue this arrangement. Such costs are immaterial to the financial
statements and accordingly are not reflected herein. The officers and directors
are involved in other business activities and most likely will become involved
in other business activities in the future.
NOTE 7 - INCOME TAXES
As of November 30, 2011, the Company had net operating loss carry forwards of
approximately $534 that may be available to reduce future years' taxable income
in varying amounts through 2031. 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.
The provision for Federal income tax consists of the following:
November 30, 2011
-----------------
Federal income tax benefit attributable to:
Current Operations $ 181
Less: valuation allowance (181)
--------
Net provision for Federal income taxes $ 0
========
The cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax assets are as follows:
November 30, 2011
-----------------
Deferred tax asset attributable to:
Net operating loss carryover $ 181
Less: valuation allowance (181)
--------
Net deferred tax asset $ 0
========
Due to the change in ownership provisions of the Tax Reform Act of 1986, net
operating loss carry forwards of approximately $534 for federal income tax
reporting purposes are subject to annual limitations. Tax returns for the year
ended November 30, 2011 are open for examination. Should a change in ownership
occur net operating loss carry forwards may be limited as to use in future
years.
NOTE 8 - SUBSEQUENT EVENTS
In accordance with ASC 855, the Company has analyzed its operations subsequent
to November 30, 2011 through the date these financial statements were issued,
and has determined that it does not have any material subsequent events to
disclose in these financial statements.
F-9
KOLASCO CORP.
(A Development Stage Company)
Condensed Balance Sheets
May 31, November 30,
2012 2011
-------- --------
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 15,419 $ 21,414
-------- --------
Total Current Assets 15,419 21,414
-------- --------
PROPERTY AND EQUIPMENT, NET 855 1,025
-------- --------
TOTAL ASSETS $ 16,274 $ 22,439
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Related party payables $ 973 $ 973
-------- --------
Total Current Liabilities 973 973
-------- --------
STOCKHOLDERS' EQUITY
Common stock: $0.001 par value, 75,000,000 shares
authorized, 3,600,000 shares issued and outstanding 3,600 3,600
Additional paid-in capital 18,400 18,400
Deficit accumulated during the development stage (6,699) (534)
-------- --------
Total Stockholders' Equity 15,301 21,466
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 16,274 $ 22,439
======== ========
The accompanying notes are an integral part of
these condensed financial statements.
F-10
KOLASCO CORP.
(A Development Stage Company)
Condensed Statements of Operations
(Unaudited)
From Inception on
For the Three Months Ended For the Six Months Ended December 28, 2010
May 31, May 31, Through
-------------------------- --------------------------- May 31,
2012 2011 2012 2011 2012
---------- ---------- ---------- ---------- ----------
REVENUES $ -- $ -- $ -- $ -- $ 800
OPERATING EXPENSES
Depreciation expense 85 -- 170 -- 170
Professional fees 2,881 -- 5,381 -- 5,381
General and administrative 370 13 614 786 1,948
---------- ---------- ---------- ---------- ----------
Total Operating Expenses 3,336 13 6,165 786 7,499
---------- ---------- ---------- ---------- ----------
LOSS FROM OPERATIONS (3,336) (13) (6,165) (786) (6,699)
OTHER EXPENSES
Income tax expense -- -- -- --
---------- ---------- ---------- ---------- ----------
Total Other Expenses -- -- -- --
---------- ---------- ---------- ---------- ----------
NET LOSS $ (3,336) $ (13) $ (6,165) $ (786) $ (6,699)
========== ========== ========== ========== ==========
BASIC AND DILUTED LOSS
PER COMMON SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========== ========== ========== ==========
BASIC AND DILUTED WEIGHTED
AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 3,600,000 2,000,000 3,600,000 2,000,000
========== ========== ========== ==========
The accompanying notes are an integral part of
these condensed financial statements.
F-11
KOLASCO CORP.
(A Development Stage Company)
Condensed Statements of Cash Flows
(Unaudited)
From Inception on
For the Six Months Ended December 28, 2010
May 31, Through
--------------------------- May 31,
2012 2011 2012
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (6,165) $ (786) $ (6,699)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation expense 170 -- 170
Expenses paid on behalf of the Company by a related party -- -- 200
-------- -------- --------
Net Cash Used in Operating Activities (5,995) (786) (6,329)
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment -- -- (1,025)
-------- -------- --------
Net Cash Used in Investing Activities -- -- (1,025)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Checks written in excess of cash -- 13 --
Proceeds from related party payables -- 773 773
Common stock issued for cash -- -- 22,000
-------- -------- --------
Net Cash Provided by Financing Activities -- 786 22,773
-------- -------- --------
NET INCREASE (DECREASE) IN CASH (5,995) -- 15,419
CASH AT BEGINNING OF PERIOD 21,414 -- --
-------- -------- --------
CASH AT END OF PERIOD $ 15,419 $ -- $ 15,419
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
CASH PAID FOR:
Interest $ -- $ --
Income Taxes $ -- $ --
The accompanying notes are an integral part of
these condensed financial statements.
F-12
KOLASCO CORP.
(A Development Stage Company)
Notes to Condensed Financial Statements
May 31, 2012 (Unaudited)
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
Kolasco Corp. (the "Company" or "Kolasco") was incorporated under the laws of
the State of Nevada on December 28, 2010. We are a development stage company. We
are in the business of translation as well as interpretation. The company meets
challenge of most demanding translation/interpretation project for various
fields from business, economics, to science issues. All operating projects are
customer tailored with four working languages: English, Spanish, Russian, and
Ukrainian.
NOTE 2 - CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company without
audit. In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations and cash flows at May 31, 2012 and for all periods
presented have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted. It is suggested
that these condensed financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's November 30,
2011 audited financial statements. The results of operations for the periods
ended May 31, 2012 and 2011 are not necessarily indicative of the operating
results for the full years.
NOTE 3 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principle, which contemplate continuation of the
Company as a going concern. The Company currently has limited working capital,
and has not completed its efforts to establish a stabilized source of revenues
sufficient to cover operating costs over an extended period of time.
Management anticipates that the Company will be dependent, for the near future,
on additional investment capital to fund operating expenses The Company intends
to position itself so that it may be able to raise additional funds through the
capital markets. In light of management's efforts, there are no assurances that
the Company will be successful in this or any of its endeavors or become
financially viable and continue as a going concern.
NOTE 4 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Development Stage Company
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles related to development stage companies.
A development-stage company is one in which planned principal operations have
not commenced or if its operations have commenced, there has been no significant
revenues there from.
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.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles
generally accepted in the United States of America ("GAAP" accounting). The
Company has adopted a November 30 fiscal year end.
F-13
KOLASCO CORP.
(A Development Stage Company)
Notes to Condensed Financial Statements
May 31, 2012 (Unaudited)
NOTE 4 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities
of three months or less to be cash equivalents. The Company had $21,414 of cash
as of November 30, 2011 and $15,419 of cash as of May 31, 2012.
Fair Value of Financial Instruments
The Company's financial instruments consist of cash and cash equivalents and
amounts due to shareholder. The carrying amount of these financial instruments
approximates fair value due either to length of maturity or interest rates that
approximate prevailing market rates unless otherwise disclosed in these
financial statements.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset
and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company's net loss
applicable to common shareholders by the weighted average number of common
shares during the period. Diluted earnings per share is calculated by dividing
the Company's net income available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted
weighted average number of shares outstanding is the basic weighted number of
shares adjusted for any potentially dilutive debt or equity. There are no such
common stock equivalents outstanding as of May 31, 2012.
Recent Accounting Pronouncements
Kolasco Corp. does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position or cash flow.
Jobs Act Provisions
We have elected to maintain our status as an emerging growth company and take
advantage of the JOBS Act provisions. This election allows us to delay the
adoption of new or revised accounting standards that have different effective
dates for public and private companies until those standards apply to private
companies. As a result of this election, our financial statements may not be
comparable to companies that comply with public company effective dates.
F-14
KOLASCO CORP.
(A Development Stage Company)
Notes to Condensed Financial Statements
May 31, 2012 (Unaudited)
NOTE 5 - RELATED PARTY PAYABLES
During the fiscal year ended November 30, 2011, a shareholder loaned $973 to
fund Company operations. No additional funds were loaned to the Company during
the three months ended May 31, 2012, leaving an ending balance in related party
payables of $973. The loan is unsecured, non-interest bearing and are due on
demand.
NOTE 6 - COMMON STOCK
The Company is authorized to issue 75,000,000 shares of $0.001 par value common
stock. As of May 31, 2012 and November 30, 2011, there were 3,600,000 shares of
common stock issued and outstanding.
During the fiscal year end November 30, 2011, the Company issued 3,600,000
shares of common stock at an average of $0.006 per share for total cash proceeds
of $22,000.
NOTE 7 - SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations
subsequent to May 31, 2012 through, the date these reports were issued, and has
determined that it does not have any material subsequent events to disclose in
these financial statements.
F-15
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 $ 5.50
Transfer Agent Fees $ 4,500.00
Accounting fees and expenses $ 4,000.00
Legal fees and expenses $ 3,000.00
Edgar filing fees $ 500.00
----------
Total $12,005.50
==========
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 officer and director is 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.
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.
II-1
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.
RECENT SALES OF UNREGISTERED SECURITIES
We issued 2,000,000 shares of our common stock to Mykola Ogir on April 17, 2011.
Mr. Ogir is our President, Chief Executive Officer, Treasurer, Secretary and our
director. She 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 2,000,000 shares of our common stock at a price of
$0.001 per share to the following purchaser on April 17, 2011:
Name of Subscriber Number of Shares
------------------ ----------------
MYKOLA OGIR 2,000,000
The total amount received from this offering was $2,000. We completed this
offering pursuant to Regulation S of the Securities Act.
We completed an offering of 1,200,000 shares of our common stock at a price of
$0.01 per share to the following 15 purchasers on August 11, 2011:
Name of Subscriber Number of Shares
------------------ ----------------
ANDRII CHORNYI 80,000
OLEG ZHUKOVSKYI 80,000
YURIY TURCHYNSKYY 80,000
OLGA PROKHOROVA 80,000
LEO RONIN 80,000
IRYNA RONIN 80,000
VOLODYMYR GORDIYCHUK 80,000
OKSANA OLEKSENKO 80,000
II-2
OLEKSANDR OLEKSENKO 80,000
LEONID NOVOKHATKO 80,000
NATALIIA KATERYNENKO 80,000
LILIYA KUZMINA 80,000
SERGII KUZMIN 80,000
SVITLANA KOZHEMIAKO 80,000
GALYNA VERBOVENKO 80,000
The total amount received from this offering was $12,000. We completed this
offering pursuant to Regulation S of the Securities Act.
We completed an offering of 400,000 shares of our common stock at a price of
$0.02 per share to the following 10 purchasers on December 1, 2011:
Name of Subscriber Number of Shares
------------------ ----------------
SAMINA SAQLAIN 40,000
SYED HUSSAINIE 40,000
ARSHAD NAZIR 40,000
IOLANA RAKOVA 40,000
IVAN I. VANSOVSKYI 40,000
IVAN S. VANSOVSKYI 40,000
RADMILA SDVIHANTSEVA 40,000
NADIYA VASHCHENKO 40,000
VIKTORIYA ZHUKOVSKA 40,000
OLEKSADNR SEMENENKO 40,000
The total amount received from this offering was $8,000. 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 did any other person
on our behalf to make direct 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;
II-3
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, either by contract or a provision in its bylaws, articles,
charter or comparable document, 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 Stepp Law Corporation, with consent to use *
10.1 Contract for Translation Services dated August 21, 2011 *
23.1 Consent of Sadler, Gibb & Associates, Certified Public Accountants
----------
* Filed previously
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.
II-4
(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.
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.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to our directors, officers and controlling persons pursuant to the
provisions above, or otherwise, we have been advised that in the opinion of the
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, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
person sin connection with the securities being registered, we will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.
II-5
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 Henderson, State of
Nevada, on July 24, 2012.
Kolasco Corp.
By: /s/ Mykola Ogir
---------------------------------------------
Mykola Ogir
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/ Mykola Ogir President, Chief Executive July 24, 2012
---------------------------- Officer, Secretary, Treasurer,
Mykola Ogir Chief Accounting Officer,
Chief Financial Officer
and Director
II-6
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
3.1 Articles of Incorporation *
3.2 By-Laws *
5.1 Legal opinion of Stepp Law Corporation, with consent to use *
10.1 Contract for Translation Services dated August 21, 2011 *
23.1 Consent of Sadler, Gibb & Associates, Certified Public Accountants
----------
* Filed previously