UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934
KALLISTO VENTURES, INC.
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(Exact Name of Small Business Issuer in its Charter)
Commission file number 000-_____
Delaware To be applied for
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(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
2000 Hamilton Street, #943
Philadelphia, PA 19130
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(Address of Principal Executive Offices) (Zip Code)
William Tay
2000 Hamilton Street, #943
Philadelphia, PA 19130
Tel/Fax: (215) 405-8018
E-Mail: wtay@56k.net
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(Registrant's telephone number, including area code)
Securities to be Registered Under Section 12(b) of the Act:
None
Securities to be Registered Under Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.0001
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(Title of Class)
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.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
ITEM 1. BUSINESS
(a) Business Development
Kallisto Ventures, Inc. ("we", "us", "our", the "Company" or the
"Registrant") was incorporated in the State of Delaware on August 12, 2010.
Since inception, which was August 12, 2010, the Company has been engaged in
organizational efforts and obtaining initial financing. The Company was formed
as a vehicle to pursue a business combination and has made no efforts to
identify a possible business combination. As a result, the Company has not
conducted negotiations or entered into a letter of intent concerning any target
business. The business purpose of the Company is to seek the acquisition of or
merger with, an existing company. The Company selected December 31 as its
fiscal year end.
(b) Business of Issuer
The Company, based on proposed business activities, is a "blank check"
company. The U.S. Securities and Exchange Commission (the "SEC") defines those
companies as "any development stage company that is issuing a penny stock,
within the meaning of Section 3 (a)(51) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and that has no specific business plan or
purpose, or has indicated that its business plan is to merge with an
unidentified company or companies." Under SEC Rule 12b-2 under the Exchange
Act, the Company also qualifies as a "shell company," because it has no or
nominal assets (other than cash) and no or nominal operations. Many states have
enacted statutes, rules and regulations limiting the sale of securities of
"blank check" companies in their respective jurisdictions. Management does not
intend to undertake any efforts to cause a market to develop in our securities,
either debt or equity, until we have successfully concluded a business
combination. The Company intends to comply with the periodic reporting
requirements of the Exchange Act for so long as it is subject to those
requirements.
The Company was organized as a vehicle to investigate and, if such
investigation warrants, acquire a target company or business seeking the
perceived advantages of being a publicly held corporation. The Company's
principal business objective for the next 12 months and beyond such time will
be to achieve long-term growth potential through a combination with a business
rather than immediate, short-term earnings. The Company will not restrict its
potential candidate target companies to any specific business, industry or
geographical location and, thus, may acquire any type of business.
The analysis of new business opportunities will be undertaken by or under
the supervision of William Tay, the sole officer and director of the
Registrant. As of this date, the Company has not entered into any definitive
agreement with any party, nor have there been any specific discussions with any
potential business combination candidate regarding business opportunities for
the Company. The Registrant has unrestricted flexibility in seeking, analyzing
and participating in potential business opportunities. In its efforts to
analyze potential acquisition targets, the Registrant will consider the
following kinds of factors:
(a) Potential for growth, indicated by new technology, anticipated market
expansion or new products;
(b) Competitive position as compared to other firms of similar size and
experience within the industry segment as well as within the industry as a
whole;
(c) Strength and diversity of management, either in place or scheduled for
recruitment;
(d) Capital requirements and anticipated availability of required funds,
to be provided by the Registrant or from operations, through the sale of
additional securities, through joint ventures or similar arrangements or from
other sources;
(e) The cost of participation by the Registrant as compared to the
perceived tangible and intangible values and potentials;
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(f) The extent to which the business opportunity can be advanced;
(g) The accessibility of required management expertise, personnel, raw
materials, services, professional assistance and other required items; and
(h) Other relevant factors.
In applying the foregoing criteria, no one of which will be controlling,
management will attempt to analyze all factors and circumstances and make a
determination based upon reasonable investigative measures and available data.
Potentially available business opportunities may occur in many different
industries, and at various stages of development, all of which will make the
task of comparative investigation and analysis of such business opportunities
extremely difficult and complex. Due to the Registrant's limited capital
available for investigation, the Registrant may not discover or adequately
evaluate adverse facts about the opportunity to be acquired.
FORM OF ACQUISITION
The manner in which the Registrant participates in an opportunity will
depend upon the nature of the opportunity, the respective needs and desires of
the Registrant and the promoters of the opportunity, and the relative
negotiating strength of the Registrant and such promoters.
It is likely that the Registrant will acquire its participation in a
business opportunity through the issuance of common stock or other securities
of the Registrant. Although the terms of any such transaction cannot be
predicted, it should be noted that in certain circumstances the criteria for
determining whether or not an acquisition is a so-called "tax free"
reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as
amended (the "Code") depends upon whether the owners of the acquired business
own 80% or more of the voting stock of the surviving entity. If a transaction
were structured to take advantage of these provisions rather than other "tax
free" provisions provided under the Code, all prior stockholders would in such
circumstances retain 20% or less of the total issued and outstanding shares of
the surviving entity.
In addition, depending upon the transaction, the Registrant's current
stockholders may be substantially diluted to less than 20% of the total issued
and outstanding shares of the surviving entity and possibly even eliminated as
stockholders by an acquisition.
The present stockholders of the Registrant will likely not have control of
a majority of the voting securities of the Registrant following a
reorganization transaction. As part of such a transaction, all, or a majority
of, the Registrant's directors may resign and one or more new directors may be
appointed without any vote by stockholders.
In the case of an acquisition, the transaction may be accomplished upon
the sole determination of management without any vote or approval by
stockholders. In the case of a statutory merger or consolidation directly
involving the Company, it will likely be necessary to call a stockholders'
meeting and obtain the approval of the holders of a majority of the outstanding
securities. The necessity to obtain such stockholder approval may result in
delay and additional expense in the consummation of any proposed transaction
and will also give rise to certain appraisal rights to dissenting stockholders.
Most likely, management will seek to structure any such transaction so as not
to require stockholder approval.
It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial cost for accountants, attorneys
and others. If a decision is made not to participate in a specific business
opportunity, the costs theretofore incurred in the related investigation might
not be recoverable. Furthermore, even if an agreement is reached for the
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participation in a specific business opportunity, the failure to consummate
that transaction may result in the loss to the Registrant of the related costs
incurred.
We presently have no employees apart from our management, which consist of
one person, our sole officer and director. Our sole officer and director is
engaged in outside business activities and anticipate that he will devote to
our business very limited time until the acquisition of a successful business
opportunity has been identified. We expect no significant changes in the number
of our employees other than such changes, if any, incident to a business
combination.
(c) Reports to security holders.
(1) The Company is not required to deliver an annual report to security
holders and at this time does not anticipate the distribution of such a report.
(2) The Company will file reports with the SEC. The Company will be a
reporting company and will comply with the requirements of the Exchange Act.
(3) The public may read and copy any materials the Company files with the
SEC in the SEC's Public Reference Section, Room 1580, 100 F Street N.E.,
Washington, D.C. 20549. The public may obtain information on the operation of
the Public Reference Section by calling the SEC at 1-800-SEC-0330.
Additionally, the SEC maintains an Internet site that contains reports, proxy
and information statements, and other information regarding issuers that file
electronically with the SEC, which can be found at http://www.sec.gov.
ITEM 1A. RISK FACTORS
THERE MAY BE CONFLICTS OF INTEREST BETWEEN OUR MANAGEMENT AND OUR NON-
MANAGEMENT STOCKHOLDERS AND MANAGEMENT MAY HAVE INCENTIVES TO ACT ADVERSELY TO
THE NON-MANAGEMENT STOCKHOLDERS.
Conflicts of interest create the risk that management may have an
incentive to act adversely to the interests of our stockholders. A conflict of
interest may arise between our management's personal pecuniary interest and its
fiduciary duty to our stockholders. In addition, management is currently
involved with other blank check companies and conflicts in the pursuit of
business combinations with such other blank check companies with which they and
other members of our management are, and may in the future be, affiliated with
may arise. If we and the other blank check companies that our management is
affiliated with desire to take advantage of the same opportunity, then those
members of management that are affiliated with both companies would abstain
from voting upon the opportunity. In the event of identical officers and
directors, members of management, such individuals will arbitrarily determine
the company that will be entitled to proceed with the proposed transaction.
OUR BUSINESS IS DIFFICULT TO EVALUATE BECAUSE WE HAVE NO OPERATING BUSINESS AND
OUR SHAREHOLDERS WILL NOT KNOW WHAT BUSINESS WE WILL ENTER INTO UNTIL WE
EFFECTUATE A TRANSACTION.
As we have no operating history or revenue and only minimal assets, there
is a risk that we will be unable to continue as a going concern and consummate
a business combination. We have had no recent operating history nor any
revenues or earnings from operations since inception. We have no significant
assets or financial resources. We will, in all likelihood, sustain operating
expenses without corresponding revenues, at least until the consummation of a
business combination. This may result in us incurring a net operating loss that
will increase continuously until we can consummate a business combination with
a profitable business opportunity. We cannot assure you that we can identify a
suitable business opportunity and consummate a business combination.
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THERE IS COMPETITION FOR THOSE PRIVATE COMPANIES SUITABLE FOR A MERGER
TRANSACTION OF THE TYPE CONTEMPLATED BY MANAGEMENT AND AS A NON-TRADING COMPANY
WE ARE A COMPETITIVE DISADVANTAGE TO SOME OF OUR COMPETITORS AND MAY REDUCE THE
LIKELIHOOD OF US CONSUMMATING A DEAL.
We are in a highly competitive market for a small number of business
opportunities which could reduce the likelihood of consummating a successful
business combination. We are and will continue to be an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of
established and well-financed entities, including small public companies and
venture capital firms, are active in mergers and acquisitions of companies that
may be desirable target candidates for us. Nearly all these entities have
significantly greater financial resources, technical expertise and managerial
capabilities than we do; consequently, we will be at a competitive disadvantage
in identifying possible business opportunities and successfully completing a
business combination. These competitive factors may reduce the likelihood of us
identifying and consummating a successful business combination.
WE ARE A DEVELOPMENT STAGE COMPANY, AND OUR FUTURE SUCCESS IS HIGHLY DEPENDENT
ON THE ABILITY OF MANAGEMENT TO LOCATE AND ATTRACT A SUITABLE ACQUISITION.
We were incorporated in August 2010 and are considered to be in the
development stage. The nature of our operations is highly speculative, and
there is a consequent risk of loss of your investment. The success of our plan
of operation will depend to a great extent on the operations, financial
condition and management of the identified business opportunity. While
management intends to seek business combination(s) with entities having
established operating histories, we cannot assure you that we will be
successful in locating candidates meeting that criterion. In the event we
complete a business combination, the success of our operations may be dependent
upon management of the successor firm or venture partner firm and numerous
other factors beyond our control.
WE HAVE NO EXISTING AGREEMENT FOR A BUSINESS COMBINATION OR OTHER TRANSACTION
AND THERE IS NO GUARANTEE THAT WE WILL BE ABLE TO NEGOTIATE A TRANSACTION THAT
WILL BENEFIT OUR SHAREHOLDERS.
We have no arrangement, agreement or understanding with respect to
engaging in a merger with, joint venture with or acquisition of, a private or
public entity. No assurances can be given that we will successfully identify
and evaluate suitable business opportunities or that we will conclude a
business combination. Management has not identified any particular industry or
specific business within an industry for evaluation. We cannot guarantee that
we will be able to negotiate a business combination on favorable terms, and
there is consequently a risk that funds allocated to the purchase of our shares
will not be invested in a company with active business operations.
MANAGEMENT INTENDS TO DEVOTE ONLY A LIMITED AMOUNT OF TIME TO SEEKING A TARGET
COMPANY WHICH MAY ADVERSELY IMPACT OUR ABILITY TO IDENTIFY A SUITABLE
ACQUISITION CANDIDATE.
While seeking a business combination, management anticipates devoting very
limited time to our affairs. Our sole officer and director has not entered into
written employment agreements with us and are not expected to do so in the
foreseeable future. This limited commitment may adversely impact our ability to
identify and consummate a successful business combination.
THE TIME AND COST OF PREPARING A PRIVATE COMPANY TO BECOME A PUBLIC REPORTING
COMPANY MAY PRECLUDE US FROM ENTERING INTO A MERGER OR ACQUISITION WITH THE
MOST ATTRACTIVE PRIVATE COMPANIES.
Target companies that fail to comply with SEC reporting requirements may
delay or preclude an acquisition. Sections 13 and 15(d) of the Exchange Act
require reporting companies to provide certain information about significant
acquisitions, including certified financial statements for the company
acquired, covering one, two, or three years, depending on the relative size of
the acquisition. The time and additional costs that may be incurred by some
target entities to prepare these statements may significantly delay or
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essentially preclude consummation of an acquisition. Otherwise suitable
acquisition prospects that do not have or are unable to obtain the required
audited financial statements may be inappropriate for acquisition so long as
the reporting requirements of the Exchange Act are applicable.
WE MAY BE SUBJECT TO FURTHER GOVERNMENT REGULATION WHICH WOULD ADVERSELY AFFECT
OUR OPERATIONS.
Although we will be subject to the reporting requirements under the
Exchange Act, management believes we will not be subject to regulation under
the Investment Company Act of 1940, as amended (the "Investment Company Act"),
since we will not be engaged in the business of investing or trading in
securities. If we engage in business combinations which result in our holding
passive investment interests in a number of entities, we could be subject to
regulation under the Investment Company Act. If so, we would be required to
register as an investment company and could be expected to incur significant
registration and compliance costs. We have obtained no formal determination
from the SEC as to our status under the Investment Company Act and,
consequently, violation of the Investment Company Act could subject us to
material adverse consequences.
ANY POTENTIAL ACQUISITION OR MERGER WITH A FOREIGN COMPANY MAY SUBJECT US TO
ADDITIONAL RISKS.
If we enter into a business combination with a foreign company, we will be
subject to risks inherent in business operations outside of the United States.
These risks include, for example, currency fluctuations, regulatory problems,
punitive tariffs, unstable local tax policies, trade embargoes, risks related
to shipment of raw materials and finished goods across national borders and
cultural and language differences. Foreign economies may differ favorably or
unfavorably from the United States economy in growth of gross national product,
rate of inflation, market development, rate of savings, and capital investment,
resource self-sufficiency and balance of payments positions, and in other
respects.
THERE IS CURRENTLY NO TRADING MARKET FOR OUR COMMON STOCK, AND LIQUIDITY OF
SHARES OF OUR COMMON STOCK IS LIMITED.
Our shares of common stock are not registered under the securities laws of
any state or other jurisdiction, and accordingly there is no public trading
market for our common stock. Further, no public trading market is expected to
develop in the foreseeable future unless and until the Company completes a
business combination with an operating business and the Company thereafter
files a registration statement under the Securities Act of 1933, as amended
(the "Securities Act"). Therefore, outstanding shares of our common stock
cannot be offered, sold, pledged or otherwise transferred unless subsequently
registered pursuant to, or exempt from registration under, the Securities Act
and any other applicable federal or state securities laws or regulations.
Please note that shareholders of our common stock may not rely on Rule 144
of the Securities Act of 1933 and must register any re-sales of your common
stock under the Securities Act of 1933.
Compliance with the criteria for securing exemptions under federal
securities laws and the securities laws of the various states is extremely
complex, especially in respect of those exemptions affording flexibility and
the elimination of trading restrictions in respect of securities received in
exempt transactions and subsequently disposed of without registration under the
Securities Act or state securities laws.
THERE ARE ISSUES IMPACTING LIQUIDITY OF OUR SECURITIES WITH RESPECT TO THE FACT
THAT WE WILL NEED TO FILE A RESALE REGISTRATION STATEMENT TO CREATE LIQUIDITY
IN OUR COMMON STOCK.
Since our shares of common stock issued prior to a business combination or
reverse merger cannot currently, nor will they for a considerable period of
time after we complete a business combination, be available to be offered,
sold, pledged or otherwise transferred without being registered pursuant to the
Securities Act, we will likely file a resale registration statement on Form S-
1, or some other available form, to register for resale such shares of common
stock. We cannot control this future registration process in all respects as
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some matters are outside our control. Even if we are successful in causing the
effectiveness of the resale registration statement, there can be no assurances
that the occurrence of subsequent events may not preclude our ability to
maintain the effectiveness of the registration statement. Any of the foregoing
items could have adverse effects on the liquidity of our shares of common
stock.
WE HAVE NEVER PAID DIVIDENDS ON OUR COMMON STOCK AND IF WE DO NOT PAY DIVIDENDS
IN THE FUTURE THEN OUR SHAREHOLDERS CAN ONLY BENEFIT FROM THEIR SHARES BY
SELLING SUCH STOCK EITHER IN THE PUBLIC MARKET PLACE OR IN A PRIVATE
TRANSACTION.
We have never paid dividends on our common stock and do not presently
intend to pay any dividends in the foreseeable future. We anticipate that any
funds available for payment of dividends will be re-invested into us to further
our business strategy.
WE MAY BE SUBJECT TO CERTAIN TAX CONSEQUENCES IN OUR BUSINESS, WHICH MAY
INCREASE OUR COST OF DOING BUSINESS.
We may not be able to structure our acquisition to result in tax-free
treatment for the companies or their stockholders, which could deter third
parties from entering into certain business combinations with us or result in
being taxed on consideration received in a transaction. Currently, a
transaction may be structured so as to result in tax-free treatment to both
companies, as prescribed by various federal and state tax provisions. We intend
to structure any business combination so as to minimize the federal and state
tax consequences to both us and the target entity; however, we cannot guarantee
that the business combination will meet the statutory requirements of a tax-
free reorganization or that the parties will obtain the intended tax-free
treatment upon a transfer of stock or assets. A non-qualifying reorganization
could result in the imposition of both federal and state taxes that may have an
adverse effect on both parties to the transaction.
OUR BUSINESS WILL HAVE NO REVENUE UNLESS AND UNTIL WE MERGE WITH OR ACQUIRE AN
OPERATING BUSINESS.
We are a development stage company and have had no revenue from operations
since our inception in August 2010. We may not realize any revenue unless and
until we successfully merge with or acquire an operating business.
WE INTEND TO ISSUE MORE SHARES IN A MERGER OR ACQUISITION, WHICH WILL RESULT IN
SUBSTANTIAL DILUTION.
Our Certificate of Incorporation authorizes the issuance of a maximum of
500,000,000 shares of common stock and a maximum of 20,000,000 shares of
preferred stock. Any merger or acquisition effected by us may result in the
issuance of additional securities without stockholder approval and may result
in substantial dilution in the percentage of our common stock held by our then
existing stockholders. Moreover, the common stock issued in any such merger or
acquisition transaction may be valued on an arbitrary or non-arm's-length basis
by our management, resulting in an additional reduction in the percentage of
common stock held by our then existing stockholders. Our Board of Directors has
the power to issue any or all of such authorized but unissued shares without
stockholder approval. To the extent that additional shares of common stock or
preferred stock are issued in connection with a business combination or
otherwise, dilution to the interests of our stockholders will occur and the
rights of the holders of common stock might be materially adversely affected.
OUR PRINCIPAL STOCKHOLDERS MAY ENGAGE IN A TRANSACTION TO CAUSE US TO
REPURCHASE THEIR SHARES OF COMMON STOCK.
In order to provide an interest in us to a third party, our sole
stockholder may choose to cause us to sell our securities to one or more third
parties, with the proceeds of such sale(s) being utilized by us to repurchase
shares of common stock held by them. As a result of such transaction(s), our
management, principal stockholder(s) and Board of Directors may change.
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WE HAVE CONDUCTED NO MARKET RESEARCH OR IDENTIFICATION OF BUSINESS
OPPORTUNITIES, WHICH MAY AFFECT OUR ABILITY TO IDENTIFY A BUSINESS TO MERGE
WITH OR ACQUIRE.
We have not conducted market research concerning prospective business
opportunities, nor have others made the results of such market research
available to us. Therefore, we have no assurances that market demand exists for
a merger or acquisition as contemplated by us. Our management has not
identified any specific business combination or other transactions for formal
evaluation by us, such that it may be expected that any such target business or
transaction will present such a level of risk that conventional private or
public offerings of securities or conventional bank financing will not be
available. There is no assurance that we will be able to acquire a business
opportunity on terms favorable to us. Decisions as to which business
opportunity to participate in will be unilaterally made by our management,
which may act without the consent, vote or approval of our stockholders.
OUR SHARES MAY BE SUBJECT TO THE "PENNY STOCK" RULES, FOLLOWING SUCH A REVERSE
MERGER TRANSACTION WHICH MIGHT SUBJECT YOU TO RESTRICTIONS ON MARKETABILITY AND
MAY NOT BE ABLE TO SELL YOUR SHARES
If our common stock becomes tradable in the secondary market, we will be
subject to the penny stock rules adopted by the Securities and Exchange
Commission that require brokers to provide extensive disclosure to their
customers prior to executing trades in penny stocks. These disclosure
requirements may cause a reduction in the trading activity of our common stock,
which in all likelihood would make it difficult for our shareholders to sell
their securities.
Additional risks may exist since we will assist a privately held business
to become public through a "reverse merger." Securities analysts of major
brokerage firms may not provide coverage of us since there is no incentive to
brokerage firms to recommend the purchase of our common stock. No assurance can
be given that brokerage firms will want to conduct any secondary offerings on
behalf of our post-merger company in the future. Failure to develop or maintain
an active trading market for our common stock will have a generally negative
effect on the price of our common stock and you may be unable to sell your
common stock or any attempted sale of such common stock may have the effect of
lowering the market price. Your investment could be a partial or complete loss.
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). Penny stock rules require a broker-
dealer, prior to a transaction in a penny stock not otherwise exempt from the
rules, to deliver a standardized risk disclosure document that provides
information about penny stocks and the risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer's account. The broker-
dealer must also 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 requirements may have the effect of
reducing the level of trading activity, if any, in the secondary market for a
security that becomes subject to the penny stock rules. The additional burdens
imposed upon broker-dealers by such requirements may discourage broker-dealers
from effecting transactions in our securities, which could severely limit the
market price and liquidity of our securities. These requirements may restrict
the ability of broker-dealers to sell our common stock and may affect your
ability to resell our common stock.
WE CANNOT ASSURE YOU THAT FOLLOWING A BUSINESS COMBINATION WITH AN OPERATING
BUSINESS, OUR COMMON STOCK WILL BE LISTED ON NASDAQ OR ANY OTHER SECURITIES
EXCHANGE AND THEREFORE IT IS POSSIBLE THAT OUR STOCKHOLDERS WILL NOT BE ABLE TO
LIQUIDATE THEIR INVESTMENT IN OUR STOCK AND WE MAY NOT HAVE ACCESS TO CAPITAL
AVAILABLE TO COMPANIES TRADING ON THESE EXCHANGES.
Following a business combination, we may seek the listing of our common
stock on NASDAQ or the American Stock Exchange. However, we cannot assure you
that following such a transaction, we will be able to meet the initial listing
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standards of either of those or any other stock exchange, or that we will be
able to maintain a listing of our common stock on either of those or any other
stock exchange. After completing a business combination, until our common stock
is listed on the NASDAQ or another stock exchange, we expect that our common
stock would be eligible to trade on the OTC Bulletin Board, another over-the-
counter quotation system, or on the "pink sheets," where our stockholders may
find it more difficult to dispose of shares or obtain accurate quotations as to
the market value of our common stock. In addition, we would be subject to an
SEC rule that, if it failed to meet the criteria set forth in such rule,
imposes various practice requirements on broker-dealers who sell securities
governed by the rule to persons other than established customers and accredited
investors. Consequently, such rule may deter broker-dealers from recommending
or selling our common stock, which may further affect its liquidity. This would
also make it more difficult for us to raise additional capital following a
business combination.
OUR AUTHORIZATION OF BLANK CHECK PREFERRED STOCK COULD BE USED TO DISCOURAGE A
TAKE-OVER TRANSACTION INVOLVING AN ACTUAL OR POTENTIAL CHANGE IN CONTROL OF US
OR OUR MANAGEMENT.
Our Certificate of Incorporation authorizes the issuance of up to
20,000,000 shares of preferred stock with designations, rights and preferences
to be determined from time to time by our Board of Directors. Accordingly, our
Board of Directors is empowered, without stockholder approval, to issue
preferred stock with dividend, liquidation, conversion, voting, or other rights
which could adversely affect the voting power or other rights of the holders of
the common stock. In the event of issuance, the preferred stock could be
utilized, under certain circumstances, as a method of discouraging, delaying or
preventing a change in control of the Company. Although we have no present
intention to issue any shares of our authorized preferred stock, there can be
no assurance that we will not do so in the future.
DUE TO THE CONTROL BY MANAGEMENT OF THE 100% OF ISSUED AND OUTSTANDING COMMON
STOCK OUR NON-MANAGEMENT SHAREHOLDERS WILL HAVE NO POWER TO CHOOSE MANAGEMENT
OR IMPACT OPERATIONS.
Management currently controls and votes 100% of our issued and outstanding
common stock. Consequently, management has the ability to influence control of
our operations and, acting together, will have the ability to influence or
control substantially all matters submitted to stockholders for approval,
including:
* Election of the Board of Directors;
* Removal of directors;
* Amendment to the our certificate of incorporation or bylaws; and
* Adoption of measures that could delay or prevent a change in
control or impede a merger, takeover or other business
combination.
These stockholders will thus have substantial influence over our
management and affairs and other stockholders possess no practical ability to
remove management or effect the operations of our business. Accordingly, this
concentration of ownership by itself may have the effect of impeding a merger,
consolidation, takeover or other business consolidation, or discouraging a
potential acquirer from making a tender offer for our common stock.
THIS REGISTRATION STATEMENT CONTAINS FORWARD-LOOKING STATEMENTS AND INFORMATION
RELATING TO US, OUR INDUSTRY AND TO OTHER BUSINESSES.
These forward-looking statements are based on the beliefs of our
management, as well as assumptions made by and information currently available
to our management. When used in this registration statement, the words
"estimate," "project," "believe," "anticipate," "intend," "expect" and similar
expressions are intended to identify forward-looking statements. These
statements reflect our current views with respect to future events and are
subject to risks and uncertainties that may cause our actual results to differ
materially from those contemplated in our forward-looking statements. We
9
caution you not to place undue reliance on these forward-looking statements,
which speak only as of the date of this registration statement. We do not
undertake any obligation to publicly release any revisions to these forward-
looking statements to reflect events or circumstances after the date of this
registration statement or to reflect the occurrence of unanticipated events.
ITEM 2. FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
We were organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. Our principal business objective for the
next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with a business rather than immediate, short-
term earnings. We will not restrict our potential candidate target companies
to any specific business, industry or geographical location and, thus, may
acquire any type of business.
We do not currently engage in any business activities that provide cash
flow. The costs of investigating and analyzing business combinations for the
next 12 months and beyond such time will be paid with money in our treasury or
with additional amounts, as necessary, to be loaned to or invested in us by our
stockholders, management or other investors.
During the next 12 months we anticipate incurring costs related to:
(i) filing of Exchange Act reports, and
(ii) consummating an acquisition.
We believe we will be able to meet these costs through use of funds in our
treasury and additional amounts, as necessary, to be loaned by or invested in
us by our stockholders, management or other investors.
We are in the development stage and have negative working capital,
negative stockholders' equity and have not earned any revenues from operations
to date. These conditions raise substantial doubt about our ability to continue
as a going concern. We are currently devoting our efforts to locating merger
candidates. Our ability to continue as a going concern is dependent upon our
ability to develop additional sources of capital, locate and complete a merger
with another company, and ultimately, achieve profitable operations.
We may consider a business which has recently commenced operations, is a
developing company in need of additional funds for expansion into new products
or markets, is seeking to develop a new product or service, or is an
established business which may be experiencing financial or operating
difficulties and is in need of additional capital. In the alternative, a
business combination may involve the acquisition of, or merger with, a company
which does not need substantial additional capital, but which desires to
establish a public trading market for its shares, while avoiding, among other
things, the time delays, significant expense, and loss of voting control which
may occur in a public offering.
Our sole officer and director has not had any preliminary contact or
discussions with any representative of any other entity regarding a business
combination with us. Any target business that is selected may be a financially
unstable company or an entity in its early stages of development or growth,
including entities without established records of sales or earnings. In that
event, we will be subject to numerous risks inherent in the business and
operations of financially unstable and early stage or potential emerging growth
companies. In addition, we may effect a business combination with an entity in
10
an industry characterized by a high level of risk, and, although our management
will endeavor to evaluate the risks inherent in a particular target business,
there can be no assurance that we will properly ascertain or assess all
significant risks.
Our management anticipates that we will likely be able to effect only one
business combination, due primarily to our limited financing and the dilution
of interest for present and prospective stockholders, which is likely to occur
as a result of our management's plan to offer a controlling interest to a
target business in order to achieve a tax-free reorganization. This lack of
diversification should be considered a substantial risk in investing in us,
because it will not permit us to offset potential losses from one venture
against gains from another.
We anticipate that the selection of a business combination will be complex
and extremely risky. Because of general economic conditions, rapid
technological advances being made in some industries and shortages of available
capital, our management believes that there are numerous firms seeking even the
limited additional capital which we will have and/or the perceived benefits of
becoming a publicly traded corporation. Such perceived benefits of becoming a
publicly traded corporation include, among other things, facilitating or
improving the terms on which additional equity financing may be obtained,
providing liquidity for the principals of and investors in a business, creating
a means for providing incentive stock options or similar benefits to key
employees, and offering greater flexibility in structuring acquisitions, joint
ventures and the like through the issuance of stock. Potentially available
business combinations may occur in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.
ITEM 3. PROPERTIES
We neither rent nor own any properties. We utilize the office space and
equipment of our management at no cost. Management estimates such amounts to be
immaterial. We currently have no policy with respect to investments or
interests in real estate, real estate mortgages or securities of, or interests
in, persons primarily engaged in real estate activities.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security ownership of certain beneficial owners.
The following table sets forth, as of the date of this registration
statement, the number of shares of common stock owned of record and
beneficially by executive officers, directors and persons who beneficially own
more than 5% of the outstanding shares of our common stock.
Amount and Nature of Percentage
Name and Address Beneficial Ownership Of Class
- -------------------------- -------------------- ----------
William Tay (1) 31,390,000 100%
2000 Hamilton Street, #943
Philadelphia, PA 19130
(1) William Tay serves as President, Secretary, Treasurer and Director of
the Company.
11
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS
A. Identification of Directors and Executive Officers.
Our officers and directors and additional information concerning them are as
follows:
Name Age Position
- ---- --- --------------------------------------------
William Tay 39 President, Secretary, Treasurer and Director
WILLIAM TAY, President, Secretary, Treasurer and Director
William Tay, age 39, acts as President, Secretary, Treasurer and Director for
the Company since its formation on August 12, 2010. Mr. Tay is also currently
the sole officer and director of Acantha Acquisition Corp., Belenus Acquisition
Corp., Cepheus Acquisition Corp., Daedalus Ventures, Inc. and Neptunus
Ventures, Inc. None of these companies currently conduct any business other
than filing, or planning to file, a registration statement with the Securities
and Exchange Commission on Form 10. For the past five years, Mr. Tay is a
private investor, devoting most of his time managing his own investments in
securities and residential real estate investments as well as income producing
properties. Mr. Tay is also a small business consultant, specializing in
corporate and securities consulting services.
B. Significant Employees. None.
C. Family Relationships. None.
D. Involvement in Certain Legal Proceedings. There have been no events under
any bankruptcy act, no criminal proceedings and no judgments, injunctions,
orders or decrees material to the evaluation of the ability and integrity of
any director, executive officer, promoter or control person of Registrant
during the past five years.
E. The Board of Directors acts as the Audit Committee, and the Board has no
separate committees. The Company has no qualified financial expert at this time
because it has not been able to hire a qualified candidate. Further, the
Company believes that it has inadequate financial resources at this time to
hire such an expert. The Company intends to continue to search for a qualified
individual for hire.
CURRENT BLANK CHECK COMPANY EXPERIENCE
As indicated below, members of the management also serve as officers and
directors of:
Filing Date Pending
Registration Operating SEC File Business
Name Statement Status Number Combinations Additional Information
- ------------- ------------ -------------- --------- ------------ -----------------------------
Acantha 9/16/2010 Not 0-54120 None. William Tay has been the sole
Acquisition Effective officer and director since
Corp. inception
Belenus 9/16/2010 Not 0-54121 None. William Tay has been the sole
Acquisition Effective officer and director since
Corp. inception
12
Cepheus 9/16/2010 Not 0-54122 None. William Tay has been the sole
Acquisition Effective officer and director since
Corp. inception
Daedalus None Not None None. William Tay has been the sole
Ventures, Effective officer and director since
Inc. inception
Neptunus None Not None None. William Tay has been the sole
Ventures, Effective officer and director since
Inc. inception
ITEM 6. EXECUTIVE COMPENSATION
The Company's sole officer and director has not received any cash
remuneration since inception. He will not receive any remuneration until the
consummation of an acquisition. No remuneration of any nature has been paid for
on account of services rendered by a director in such capacity. Our officers
and directors intend to devote very limited time to our affairs.
It is possible that, after the Company successfully consummates a business
combination with an unaffiliated entity, that entity may desire to employ or
retain one or a number of members of our management for the purposes of
providing services to the surviving entity. However, the Company has adopted a
policy whereby the offer of any post-transaction employment to members of
management will not be a consideration in our decision whether to undertake any
proposed transaction.
No retirement, pension, profit sharing, stock option or insurance programs
or other similar programs have been adopted by the Company for the benefit of
its employees.
There are no understandings or agreements regarding compensation our
management will receive after a business combination that is required to be
included in this table, or otherwise.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
We utilize the office space and equipment of our management at no cost.
On August 12, 2010, 31,390,000 shares of common stock were issued to
William Tay, our sole officer and director.
Except as set forth above, there have been no related party transactions,
or any other transactions or relationships required to be disclosed.
We have not:
* Established our own definition for determining whether our director and
nominees for directors are "independent" nor have we adopted any other
13
standard of independence employed by any national securities exchange
or inter-dealer quotation system, though our current directors would
not be deemed to be "independent" under any applicable definition
given that they are officers of the Company; nor,
* Established any committees of the Board of Directors.
Given the nature of our company, our limited shareholder base and the current
composition of our management, our Board of Directors does not believe that we
require any corporate governance committees at this time. Our Board of
Directors takes the position that management of a target business will
establish:
* Its own Board of Directors,
* Establish its own definition of 'independent" as related to directors
and nominees for directors,
* Establish committees that will be suitable for its operations after the
Company consummates a business combination.
ITEM 8. LEGAL PROCEEDINGS
Presently, there are not any material pending legal proceedings to which
the Registrant is a party or as to which any of its property is subject, and no
such proceedings are known to the Registrant to be threatened or contemplated
against it.
ITEM 9. MARKET PRICE AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
(a) Market Information.
Our Common Stock is not trading on any stock exchange.
(b) Holders.
As of the date of this registration statement, there is one holder of an
aggregate of 31,390,000 shares of the Common Stock issued and outstanding.
(c) Dividends.
We have not paid any cash dividends to date and does not anticipate or
contemplate paying dividends in the foreseeable future. It is the present
intention of our management to utilize all available funds for the development
of our business.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
On August 12, 2010, 31,390,000 shares were issued to William Tay for
founder services rendered to us, valued at $3,139, pursuant to the terms and
conditions set forth in a certain stock purchase agreement (the "Common Stock
Purchase Agreement"). Such shares were issued pursuant to an exemption from
14
registration at Section 4(2) of the Securities Act of 1933 and Regulation D
promulgated thereunder. These shares of our common stock qualified for
exemption under Section 4(2) of the Securities Act of 1933 since the issuance
shares by us did not involve a public offering. The offering was not a "public
offering" as defined in Section 4(2) due to the insubstantial number of persons
involved in the deal, size of the offering, manner of the offering and number
of shares offered. We did not undertake an offering in which we sold a high
number of shares to a high number of investors. In addition, these shareholders
had the necessary investment intent as required by Section 4(2) since they
agreed to and received share certificates bearing a legend stating that such
shares are restricted pursuant to Rule 144 of the 1933 Securities Act. This
restriction ensures that these shares would not be immediately redistributed
into the market and therefore not be part of a "public offering." Based on an
analysis of the above factors, we have met the requirements to qualify for
exemption under Section 4(2) of the Securities Act of 1933 for this
transaction. A form of the Common Stock Purchase Agreement is attached hereto
as Exhibit 10.1.
ITEM 11. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
(a) Common and Preferred Stock.
We are authorized by our Certificate of Incorporation to issue an
aggregate of 520,000,000 shares of capital stock, of which 500,000,000 are
shares of common stock, par value $0.0001 per share (the "Common Stock") and
20,000,000 are shares of preferred stock, par value $0.0001 per share (the
"Preferred Stock"). As of of the date of this registration statement,
31,390,000 shares of Common Stock and zero shares of Preferred Stock were
issued and outstanding.
Common Stock
All outstanding shares of Common Stock are of the same class and have
equal rights and attributes. The holders of Common Stock are entitled to one
vote per share on all matters submitted to a vote of stockholders of the
Company. All stockholders are entitled to share equally in dividends, if any,
as may be declared from time to time by the Board of Directors out of funds
legally available. In the event of liquidation, the holders of Common Stock are
entitled to share ratably in all assets remaining after payment of all
liabilities. The stockholders do not have cumulative or preemptive rights.
Preferred Stock
Our Certificate of Incorporation authorizes the issuance of up to
20,000,000 shares of Preferred Stock with designations, rights and preferences
to be determined from time to time by our Board of Directors. Accordingly, our
Board of Directors is empowered, without stockholder approval, to issue
Preferred Stock with dividend, liquidation, conversion, voting, or other rights
which could adversely affect the voting power or other rights of the holders of
the Common Stock. In the event of issuance, the Preferred Stock could be
utilized, under certain circumstances, as a method of discouraging, delaying or
preventing a change in control of the Company. Although we have no present
intention to issue any shares of our authorized Preferred Stock, there can be
no assurance that we will not do so in the future.
The description of certain matters relating to our securities is a summary
and is qualified in its entirety by the provisions of our Certificate of
Incorporation and By-Laws, copies of which have been filed as exhibits to this
Form 10.
(b) Debt Securities.
None.
15
(c) Other Securities to be Registered.
None.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our directors and officers are indemnified as provided by the Delaware
corporate law and our Bylaws. We have agreed to indemnify each of our directors
and certain officers against certain liabilities, including liabilities under
the Securities Act of 1933. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to our directors, officers
and controlling persons pursuant to the provisions described 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 of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than our
payment of expenses incurred or paid by our director, officer or controlling
person in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, we will, unless in the opinion of our counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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 a court of appropriate jurisdiction. We will then be governed
by the court's decision.
ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
We set forth below a list of our audited financial statements included in
this Registration Statement on Form 10.
Statement Page*
Report of Independent Registered Public Accounting Firm F-1
Balance Sheet as of August 31, 2010 F-2
Statements of Operations for the Period from August 12, 2010
(Date of Inception) to August 31, 2010 F-3
Statement of Changes in Stockholders' Equity (Deficit) for the Period from
August 12, 2010 (Date of Inception) to August 31, 2010 F-4
Statements of Cash Flows for the Period from August 12, 2010
(Date of Inception) to August 31, 2010 F-5
Notes to Financial Statements F-6-F-8
*Page F-1 follows page 17 to this Registration Statement on Form 10.
16
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of:
Kallisto Ventures, Inc.
(A Development Stage Company)
2000 Hamilton Street, #943
Philadelphia, PA 19130
We have audited the accompanying balance sheet of Kallisto Ventures, Inc.
(the "Company") as of August 31, 2010, and the related statements of
operations, stockholders' equity and cash flows for the period from August 12,
2010 (inception) to August 31, 2010. The management of Kallisto Ventures, Inc.
is responsible for these financial statements. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit 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 audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Kallisto Ventures, Inc. as
of August 31, 2010, and the results of its operations and its cash flows for
the period from August 12, 2010 (inception) to August 31, 2010, in conformity
with accounting principles generally accepted in the United States of America.
The financial statements have been prepared assuming that the Company will
continue as a going concern. As discussed in Note 3 to the financial
statements, the Company's losses from operations raise substantial doubt about
its ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/ GZTY CPA GROUP, LLC
- -----------------------------------
GZTY CPA GROUP, LLC
September 8, 2010
Metuchen, NJ
F-1
17
KALLISTO VENTURES, INC.
(A Development Stage Company)
Balance Sheet
As of
August 31,
2010
------------
ASSETS
Current Assets
Cash $ --
------------
Total Current Assets --
------------
TOTAL ASSETS $ --
============
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities $ --
------------
Total Current Liabilities --
------------
TOTAL LIABILITIES --
Stockholders' Equity (Deficit)
Preferred stock, ($.0001 par value, 20,000,000
shares authorized; none issued and outstanding.) --
Common stock ($.0001 par value, 500,000,000
shares authorized; 31,390,000 shares issued and
outstanding as of August 31, 2010) 3,139
Deficit accumulated during development stage (3,139)
------------
Total Stockholders' Equity (Deficit) --
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY (DEFICIT)
------------
$ --
============
See Notes to Financial Statements
F-2
18
KALLISTO VENTURES, INC.
(A Development Stage Company)
Statements of Operations
August 12, 2010 Cumulative
(Inception) Since Inception
Through at
August 31, 2010 August 31, 2010
--------------- ---------------
Revenues
Revenues $ -- $ --
--------------- ---------------
Total Revenues -- --
General & Administrative Expenses
Organization and related expenses 3,139 3,139
--------------- ---------------
Total General & Administrative Expenses 3,139 3,139
--------------- ---------------
Net Loss $ (3,139) $ (3,139)
=============== ===============
Basic loss per share $ (0.00)
===============
Weighted average number of
common shares outstanding 31,390,000
===============
See Notes to Financial Statements
F-3
19
KALLISTO VENTURES, INC.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity (Deficit)
From August 12, 2010 (inception) through August 31, 2010
Deficit
Accumulated
Common Common Additional During
Stock Stock Paid-in Development
Amount Capital Stage Total
---------- ---------- ---------- ----------- ----------
August 12, 2010 (inception)
Shares issued for services at $.0001
per share 31,390,000 $ 3,139 $ -- $ -- $ 3,139
Net loss, August 31, 2010 -- -- -- (3,139) (3,139)
- ------------------------------------ ---------- ---------- ---------- ----------- ----------
Balance, August 31, 2010 31,390,000 $ 3,139 $ -- $ (3,139) $ --
========== ========== ========== =========== ==========
See Notes to Financial Statements
F-4
20
KALLISTO VENTURES, INC.
(A Development Stage Company)
Statements of Cash flows
August 12, 2010
(Inception) Cumulative
through Since Inception
August 31, at August 31,
2010 2010
--------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (3,139) $ (3,139)
Changes in working capital -- --
--------------- ---------------
Net cash provided by (used in) operating activities (3,139) (3,139)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by (used in) investing activities -- --
--------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issued to founder for services rendered 3,139 3,139
--------------- ---------------
Net cash provided by (used in) financing activities 3,139 3,139
--------------- ---------------
Net Increase (decrease) in cash -- --
Cash at beginning of year -- --
--------------- ---------------
Cash at end of year $ -- $ --
=============== ===============
NONCASH INVESTING AND FINANCING ACTIVITIES:
Common stock issued to founder for services rendered $ 3,139 $ 3,139
=============== ===============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid $ -- $ --
=============== ===============
Income taxes paid $ -- $ --
=============== ===============
See Notes to Financial Statements
F-5
22
KALLISTO VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM AUGUST 12, 2010 (INCEPTION) TO AUGUST 31, 2010
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Kallisto Ventures, Inc. (the "Company"), a development stage company, was
incorporated under the laws of the State of Delaware on August 12, 2010 and has
been inactive since inception. The Company intends to serve as a vehicle to
effect an asset acquisition, merger, exchange of capital stock or other
business combination with a domestic or foreign business.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION - DEVELOPMENT STAGE COMPANY
The Company has not earned any revenue from operations. Accordingly, the
Company's activities have been accounted for as those of a "Development Stage
Company" as set forth in Financial Accounting Standards Board Statement No. 7
("SFAS 7"). Among the disclosures required by SFAS 7 are that the Company's
financial statements be identified as those of a development stage company, and
that the statements of operations, stockholders' equity and cash flows disclose
activity since the date of the Company's inception.
ACCOUNTING METHOD
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a fiscal year ending on December 31.
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 of the financial statements and
the reported amounts of revenues and expenses during the reporting period. In
the opinion of management, all adjustments necessary in order to make the
financial statements not misleading have been included. Actual results could
differ from those estimates.
CASH EQUIVALENTS
The Company considers all highly liquid investments with maturity of three
months or less when purchased to be cash equivalents.
INCOME TAXES
Income taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and
tax reporting and net operating loss carryforwards. Deferred tax expense
(benefit) results from the net change during the year of deferred tax assets
and liabilities. Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion of
all of the deferred tax assets will be realized. Deferred tax assets and
liabilities are adjusted for the effects of changes in tax laws and rates on
the date of enactment. There were no current or deferred income tax expenses or
benefits due to the Company not having any material operations for period ended
August 31, 2010.
F-6
23
KALLISTO VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM AUGUST 12, 2010 (INCEPTION) TO AUGUST 31, 2010
BASIC EARNINGS (LOSS) PER SHARE
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for
earnings (loss) per share for entities with publicly held common stock. SFAS
No. 128 supersedes the provisions of APB No. 15, and requires the presentation
of basic earnings (loss) per share and diluted earnings (loss) per share. The
Company has adopted the provisions of SFAS No. 128 effective August 12, 2010
(inception).
Basic net loss per share amounts is computed by dividing the net income by the
weighted average number of common shares outstanding. Diluted earnings per
share are the same as basic earnings per share due to the lack of dilutive
items in the Company.
STOCK-BASED COMPENSATION
The Company recognizes the services received or goods acquired in a share-based
payment transaction as services are received or when it obtains the goods as an
increase in equity or a liability, depending on whether the instruments granted
satisfy the equity or liability classification criteria [FAS-
123{reg-trade-mark}, par.5].
A share-based payment transaction with employees is measured base on the fair
value (or, in some cases, a calculated or intrinsic value) of the equity
instrument issued. If the fair value of goods or services received in a share-
based payment with non-employees is more reliably measurable than the fair
value of the equity instrument issued, the fair value of the goods or services
received shall be used to measure the transaction. Conversely, if the fair
value of the equity instruments issued in a share-based payment transaction
with non-employees is more reliably measurable than the fair value of the
consideration received, the transaction is measured at the fair value of the
equity instruments issued [FAS-123{reg-trade-mark}, par.7].
The cost of services received from employees in exchange for awards of share-
based compensation generally is measured at the fair value of the equity
instruments issued or at the fair value of the liabilities incurred. The fair
value of the liabilities incurred in share-based transactions with employees is
remeasured at the end of each reporting period until settlement [FAS-
123{reg-trade-mark}, par.10].
Share-based payments awarded to an employee of the reporting entity by a
related party or other holder of an economic interest in the entity as
compensation for services provided to the entity are share-based transactions
to be accounted for under FAS-123{reg-trade-mark} unless the transfer is
clearly for a purpose other than compensation for services to the reporting
entity. The substance of such a transaction is that the economic interest
holder makes a capital contribution to the reporting entity and that entity
makes a share-based payment to its employee in exchange for services rendered
[FAS-123{reg-trade-mark}, par.11].
IMPACT OF NEW ACCOUNTING STANDARDS
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.
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 that contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has not established
any source of
F-7
24
KALLISTO VENTURES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD FROM AUGUST 12, 2010 (INCEPTION) TO AUGUST 31, 2010
revenue to cover its operating costs. The Company will engage in very limited
activities without incurring any liabilities that must be satisfied in cash
until a source of funding is secured. The Company will offer noncash
consideration and seek equity lines as a means of financing its operations. If
the Company is unable to obtain revenue producing contracts or financing or if
the revenue or financing it does obtain is insufficient to cover any operating
losses it may incur, it may substantially curtail or terminate its operations
or seek other business opportunities through strategic alliances, acquisitions
or other arrangements that may dilute the interests of existing stockholders.
NOTE 4 - STOCKHOLDER'S EQUITY
Upon formation, the Board of Directors issued 31,390,000 shares of common stock
to the founding shareholder in exchange for incorporation fees of $89, annual
resident agent fees in the State of Delaware for $50, and developing the
Company's business concept and plan valued at $3,000 to a total sum of $3,139.
The stockholders' equity section of the Company contains the following classes
of capital stock as of August 31, 2010:
* Common stock, $ 0.0001 par value: 500,000,000 shares authorized;
31,390,000 shares issued and outstanding
* Preferred stock, $ 0.0001 par value: 20,000,000 shares
authorized; but not issued and outstanding.
F-8
25
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There are not and have not been any disagreements between us and our
accountants on any matter of accounting principles, practices or financial
statement disclosure.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements.
The financial statements included in this Registration Statement on Form 10 are
listed in Item 13 and commence following page 17.
(b) Exhibits.
Index to Exhibits
EXHIBIT DESCRIPTION
NUMBER
- ------- --------------------------------------------------------
3.1 Certificate of Incorporation
3.2 By-Laws
3.3 Specimen Stock Certificate
10.1 Form of Common Stock Purchase Agreement
23.1 Consent of Independent Registered Public Accounting Firm
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Date: September 23, 2010 KALLISTO VENTURES, INC.
By: /s/ William Tay
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Name: William Tay
Title: President and Director
Principal Executive Officer
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