UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
AMENDMENT NO. 2 TO
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 000-54127
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, President and Director
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", or the "Company") 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. As of the most recent audited period, the Company has
generated no revenues or earnings from operations, possess no significant
assets or financial resources and has no cash on hand. The Independent
Auditor's Report to the Company's financial statements for the period ended
August 31, 2010, included in this Form 10, indicates that there are a number of
factors that raise substantial doubt about the Company's ability to continue as
a going concern. Such doubts identified in the report include the fact (i) that
the Company has not established any source of revenue to cover its operating
costs; (ii) that 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; (iii) that the Company will offer noncash consideration and
seek equity lines as a means of financing its operations; (iv) that if it 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.
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
advantages of being a publicly held corporation. In order for a company to be
listed on a U.S. stock exchange or "quoted" on a quotation system, including
the OTC Bulletin Board, such company must be 1934 Exchange Act fully reporting
company. 60 days after the initial filing of this registration statement on
November 22, 2010, we will become a registered and fully reporting company with
the SEC. After the consummation of a business combination with an operating
company, the surviving company arising from the transaction between the Company
and a private operating company will become a reporting company. Although an
operating company may choose to effect a business combination with a company
that is trading on the OTC Bulletin Board in order to become public, purchasing
an OTC Bulletin Board trading company is substantially more expensive than
purchasing a Form 10 "blank check' company and such trading companies also may
have liabilities or shareholder issues. Within four (4) days after the
consummation of the business combination transaction between a target operating
company and the Company, the surviving company will need to file an extensive
Form 8-K in connection with the transaction including Form 10 information of
the private operating company. However, the aggregate expenses of purchasing a
Form 10 blank check company and filing the Form 8-K will still be substantially
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lower than purchasing an OTC Bulletin Board company and have less risk to the
shareholders of such company. Therefore, the Company believes that it would be
attractive to a number of private operating companies seeking to become public
although it does not provide such private companies with a public shareholder
base and the private companies may acquire a reporting obligation similar to
the Company, by filing their own Form 10 which would include similar
information to the aforementioned "extensive Form 8-K."
To date, the Company's efforts have been limited to organizational
activities. The Company has no capital and will depend on its sole officer and
director, Mr. William Tay, to provide the Company with the necessary funds to
implement its business plan. The Company has not entered into any written
agreements with Mr. Tay for additional funding and relies upon his oral promise
to provide the Company with funding based upon the Company's necessity. In the
event that Mr. Tay fails to provide the additional funding for the Company's
business operations, the Company will not be able to meet its SEC reporting
obligations and will not be able to attract a private company with which to
combine. Further, the Company has no funding alternatives to date.
The Company intends to seek opportunities demonstrating the potential of
long-term growth as opposed to short-term earnings. However, at the present
time, the Company has not identified any business opportunity that it plans to
pursue, nor has the Company reached any agreement or definitive understanding
with any person concerning an acquisition or merger.
The Company intends to search for a target business combination by
contacting various sources including, but not limited to, lenders, accountants,
investment banking firms, private equity funds, business consultants and
attorneys. The approximate number of persons or entities that will be contacted
is unknown and dependent on whether any opportunities are presented by the
sources that we contact. Mr. Tay, does not currently maintain any
relationships with the aforementioned sources from which the Company plans to
seek target business combinations.
The analysis of new business opportunities will be undertaken by or under
the supervision of William Tay, the sole officer and director of the Company,
who is not a professional business analyst and in all likelihood will not be
experienced in matters relating to the target business opportunity. The
inexperience of Mr. Tay and the fact that the analysis and evaluation of a
potential business combination is to be taken under his supervision may
adversely impact the Company's ability to identify and consummate a successful
business combination. Moreover, Mr. Tay may seek to locate a target business
through solicitation. Such solicitation may include newspaper or magazine
advertisements, mailings and other distributions to law firms, accounting
firms, investment bankers, financial advisors and similar persons, the use of
one or more websites on the Internet and similar methods. If Mr. Tay engages in
solicitation, no estimate can be made as to the number of persons who may be
contacted or solicited. In addition, Mr. Tay also plans to identify merger
targets for the Company directly by making phone calls to prospective target
companies identified through internet searches.
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 Company has unrestricted flexibility in seeking, analyzing and
participating in potential business opportunities. In its efforts to analyze
potential acquisition targets, the Company 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;
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(d) Capital requirements and anticipated availability of required funds,
to be provided by the Company 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 Company as compared to the perceived
tangible and intangible values and potentials;
(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,
our sole officer and director, William Tay, 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 Company's
limited capital available for investigation, the Company may not discover or
adequately evaluate adverse facts about the opportunity to be acquired.
No assurances can be given that the Company will be able to enter into a
business combination, as to the terms of a business combination, or as to the
nature of the target company.
FORM OF ACQUISITION
The manner in which the Company participates in an opportunity will depend
upon the nature of the opportunity, the respective needs and desires of the
Company and the promoters of the opportunity, and the relative negotiating
strength of the Company and such promoters. Our sole officer and director,
William Tay, is currently the officer and director of other blank check/shell
companies, as follows: Acantha Acquisition Corp., Belenus Acquisition Corp.,
Cepheus Acquisition Corp., Daedalus Ventures, Inc. and Neptunus Ventures, Inc.
Initial merger or acquisition targets will be allocated to Acantha Acquisition
Corp. Subsequent acquisition targets will be allocated to Belenus Acquisition
Corp., and so forth. Mr. Tay plans to identify separate targets for the
Company and the aforementioned blank check/shell companies through
solicitation. Such solicitation may include newspaper or magazine
advertisements, mailings and other distributions to law firms, accounting
firms, investment bankers, financial advisors and similar persons, the use of
one or more websites on the Internet and similar methods. If Mr. Tay engages in
solicitation, no estimate can be made as to the number of persons who may be
contacted or solicited. In addition, Mr. Tay also plans to identify merger
targets for the Company directly by making phone calls to prospective target
companies identified through internet searches. As described in the Risk
Factors herein under Item 1A, there may be inherent conflicts of interest
between entities in which Mr. Tay is involved. A conflict of interest may arise
due to our sole officer and director being a shareholder of blank check
companies which are seeking an acquisition target at the same time as the
Company.
For additional risk disclosure regarding conflicts of interest, please see
the first risk factor on page 6 of the risk factor section of this registration
statement.
It is likely that the Company will acquire its participation in a business
opportunity through the issuance of common stock or other securities of the
Company. 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
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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 Company'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 Company will likely not have control of a
majority of the voting securities of the Company following a reorganization
transaction. As part of such a transaction, all, or a majority of, the
Company'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. We estimate such cost to be approximately $10,000. 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 participation
in a specific business opportunity, the failure to consummate that transaction
may result in the loss to the Company of the related costs incurred.
We presently have no employees apart from our management, which consist of
one person, our sole officer and director, Mr. William Tay. Our sole officer
and director is engaged in outside business activities and anticipates that he
will devote to our business approximately five (5) hours per week 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.
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ITEM 1A. RISK FACTORS
OUR SOLE OFFICER AND DIRECTOR WILL ALLOCATE HIS TIME TO OTHER BUSINESS, THEREBY
CAUSING CONFLICTS OF INTERESTS IN HIS DETERMINATION AS TO HOW MUCH TIME TO
DEVOTE TO OUR AFFAIRS. THIS CONFLICT OF INTEREST COULD HAVE A NEGATIVE IMPACT
ON OUR ABILITY TO CONSUMMATE A BUSINESS COMBINATION.
Our sole officer and director is engaged in outside business activities,
which may result in a conflict of interest in allocating his time between our
operations and his other business activities. We do not intend to have any full
time employees prior to the consummation of a business combination. If our sole
officer and director's other business affairs requires him to devote more
substantial amounts of time to such affairs, it could limit his ability to
devote time to our affairs and could have a negative impact on our ability to
consummate a business combination. We cannot assure you that these conflicts
will be resolved in our favor. Moreover, Mr. Tay is also the sole officer and
director of 5 other blank check companies with identical structure and business
purpose as ours. As a result, Mr. Tay will probably only be able to devote time
to an acquisition for one of the 6 companies at any one time.
OUR INDEPENDENT AUDITOR HAS RAISED DOUBT ABOUT OUR ABILITY TO CONTINUE AS A
GOING CONCERN.
We are in the development stage and have not yet generated any revenues or
earnings from operations, possess no significant assets or financial resources
and have no cash on hand. As reflected in our audited financial statement for
the period ended August 31, 2010, we generated a net loss of $3,139 for the
period from August 12, 2010 (inception) to August 31, 2010. In addition, we
also had a working capital deficit at August 31, 2010. As a result, our
independent auditor expressed substantial doubt as to our ability to continue
as a going concern.
OUR SOLE OFFICER AND DIRECTOR IS NOT A PROFESSIONAL BUSINESS ANALYST AND IN ALL
LIKELIHOOD WILL NOT BE EXPERIENCED IN MATTERS RELATING TO THE TARGET BUSINESS
OPPORTUNITY.
The analysis of new business opportunities will be undertaken by or under
the supervision of William Tay, our sole officer and director, who is not a
professional business analyst and in all likelihood will not be experienced in
matters relating to the target business opportunity. The inexperience of Mr.
Tay and the fact that the analysis and evaluation of a potential business
combination is to be taken under his supervision may adversely impact our
ability to identify and consummate a successful business combination.
THERE MAY BE A CONFLICT OF INTEREST BETWEEN US AND OTHER BLANK CHECK SHELL
COMPANIES OWNED AND MANAGED BY OUR SOLE OFFICER AND DIRECTOR.
Our sole officer and director, Mr. William Tay, currently serves as an
officer and director of other blank check shell companies. Some of these
companies with which Mr. Tay is affiliated may be in direct competition with us
for the acquisition of available business opportunities. This poses a potential
conflict of interest for our sole officer and director. Neither we nor the
other shell companies with which our sole officer and director is affiliated
has adopted any policy with respect to resolving any potential conflict of
interest and it is possible that any conflict or interest that arises between
the companies may not be resolved in our favor. In the event that such a
conflict arises, Mr. Tay will work to address the conflict in a manner that
does not have a negative impact on us or our shareholders. Additionally, Mr.
Tay will devote a limited amount of his time to our affairs. There will be
occasions when the time requirement of our company's business conflict with the
demands of Mr. Tay's other business and investment activities.
In addition, our sole officer and director, Mr. Tay, has an inherent
conflict of interest in that he is also the sole officer and director of
Acantha Acquisition Corp., Belenus Acquisition Corp., Cepheus Acquisition
Corp., Daedalus Ventures, Inc. and Neptunus Ventures, Inc., which are all blank
check companies which will compete with us for potential acquisition
candidates. Initial merger or acquisition targets will be allocated to Acantha
Acquisition Corp. Subsequent acquisition targets will be allocated to Belenus
Acquisition Corp., and so forth. In the event that multiple acquisition targets
are identified, Mr. Tay intends to give priority to Acantha Acquisition Corp.,
and Belenus Acquisition Corp., over other blank check companies that he is
currently a shareholder of. In light of Mr. Tay's policy for allocating merger
or acquisition in the order of priority described above, Mr. Tay's other blank
check companies, such as Daedalus Ventures, Inc., Kallisto Ventures, Inc. and
Neptunus Ventures, Inc., may have to wait a longer period of time to locate a
business opportunity than if Mr. Tay had only one blank check company at a
time. Moreover, Mr. Tay may also elect, in the future, to form one or more
additional blank check companies with a business plan similar or identical to
ours. Any such additional shell companies would also be in direct competition
with us for available business opportunities. Mr. Tay has complete discretion
to decide to present a potential acquisition to us or any of these other blank
check companies that he is currently a shareholder of.
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
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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.
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
approximately five (5) hours per week to our affairs. Our sole officer, Mr.
William Tay, believes that communicating with professionals in the industry
approximately five (5) hours per week will be sufficient to locate a suitable
acquisition candidate. Our sole officer has not entered into written employment
agreements with us and is 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.
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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, estimated to be
approximately $10,000, that may be incurred by some target entities to
prepare these statements may significantly delay or 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.
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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
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 estimate the cost of filing such registration statement and
compliance cost to be approximately $15,000.
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
9
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.
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
10
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 NYSE Amex Equities, formerly known as the American
Stock Exchange (AMEX). However, we cannot assure you that following such a
transaction, we will be able to meet the initial listing 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. However, there can be no assurance that we will
be eligible to trade on the OTC Bulletin Board after a business combination. In
addition, we will need a market-maker for quotation on the OTC Bulletin Board
and there is no assurance that a market-maker will be obtained, or that an
active market may develop for our common stock even if we are listed on the OTC
Bulletin Board. 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.
11
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.
CURRENT ECONOMIC CONDITIONS MAY PRECLUDE US FROM ENTERING INTO A MERGER OR
ACQUISITION AND OBTAINING FUNDING.
Current economic and financial conditions are volatile. Business and
consumer concerns over the economy, geopolitical issues, the availability and
cost of credit, the U.S. financial markets and the national debt have
contributed to this volatility. These factors, combined with declining and
failing businesses, reduced consumer confidence and increased unemployment,
have caused a global slow-down. We cannot accurately predict how long these
current economic conditions will persist; whether the economy will deteriorate
further and how we will be affected.
We have no operating history, no revenue and lack profitable operations.
We will, in all likelihood, sustain expenses and costs related to accounting,
the filing of Exchange Act reports and consummating a business combination
without corresponding revenues, at least until the consummation of a business
combination. This lack of operations and revenues may result in us incurring a
net loss that will increase continuously until we can consummate a business
combination with a profitable business opportunity. Because of our lack of
profits and possible increasing net losses and lacking operations, target
business opportunities may decide to forgo a business combination with us.
Our financial position, having no significant assets, financial resources
and no revenues, raises substantial doubt about our ability to continue as a
going concern. The lack of a market for our common equity securities precludes
us from raising capital, in the equity markets, until shares of our common
stock are registered pursuant to, or exempt from registration under the
Securities Act; and, any other applicable federal or state securities laws or
regulations may also preclude us from successfully raising capital and
improving our financial position. Target firms that might consider a merger or
acquisition with us, to gain the advantages and perceived benefits of becoming
a public corporation, may decide to forgo such a business combination with us
because of our lack of operations and access to affordable capital. Our
financial position and current economic volatility may prevent us from
identifying and pursuing a business combination with a target company seeking
these benefits and funding sources.
WE MAY INCUR ADDITIONAL COSTS OF BEING A PUBLIC COMPANY DUE TO THE
DIFFICULTIES OF ESTABLISHING AND MAINTAINING ACCEPTABLE INTERNAL CONTROLS OVER
FINANCIAL REPORTING WITH NO FULL TIME OR PART-TIME EMPLOYEES, THE EXPENSES OF
BEING A REPORTING COMPANY PURSUANT TO THE EXCHANGE ACT OF 1934 AND THE
LIABILITY PROVISIONS OF THE EXCHANGE ACT OF 1934.
The Company is a development stage company, with no operations and no
revenues from operations. We may never realize any revenues unless and until we
successfully merge with or acquire an operating business.
Because the Company has no operations and no revenues from operations, the
Company has not established sufficient internal controls over financial
reporting; therefore these costs are estimated to be zero as we do not
currently plan to implement a robust control initiative given our lack of
positive cash flow from operations and inherent lack of segregation of duties.
If the Company were to attempt to mediate some of our segregation of duties
issues and achieve effective internal controls we currently do not have
adequate funding to implement such an initiative and therefore do not plan to
implement this initiative.
12
The expenses of periodic reporting requirements, such as audits and
reviews, are estimated at $5,000.00 annually. If necessary, the Company will
consider various options for paying these expenses, including payment from
funds in our treasury, if any, but no certain funding for these expenses has
been obtained. Among possible funding options the Company may consider, if
necessary, are loans or investments in the Company by our current sole
stockholder, officer and director, William Tay, or other investors. If
necessary, the Company will consider these and other yet to be identified
various options for raising funds and paying these expenses. No assurances can
be given that the Company will be successful in raising funds, if fundraising
becomes necessary.
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
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. To date, our efforts have been limited to organizational activities.
As of the date of this registration statement, the cash balance in our
treasury is $0. We have not entered into any credit facility agreements or
other financing arrangements. We depend on Mr. William Tay, our sole officer
and director, to provide us with the necessary funds to implement our business
plan for the next 12 months and beyond such time. We intend to reimburse Mr.
Tay for any loans he makes to us. We have not entered into any written
agreement with Mr. Tay for additional funding and rely upon his oral promise
to provide us with funding based upon our necessity. Mr. Tay has no formal
obligation to cover any of such expenses. In the event that Mr. Tay fails
to provide the additional funding for our business operations, we may have to
cease operations. We do not have any other persons or sources that maybe able
to help fund our business activities.
We do not currently engage in any business activities that provide cash
flow. To date, our efforts have been limited to organizational activities. We
have no capital and have not entered into any credit facility agreements or
other financing arrangements. As of the date of this registration statement,
the cash balance in our treasury is $0. We depend on Mr. William Tay, our
sole officer and director, to provide us with the necessary funds to implement
our business plan for the next 12 months and beyond such time. We intend to
reimburse Mr. Tay for any loans he makes to us. We have not entered into any
written agreement with Mr. Tay for additional funding and rely upon his oral
promise to provide us with funding based upon our necessity. In the event that
Mr. Tay fails to provide the additional funding for our business operations, we
13
may have to cease operations. We do not have any other persons or sources that
maybe able to help fund our business activities.
During the next 12 months we anticipate incurring costs related to:
(i) filing of Exchange Act reports (legal, accounting and auditing fees)
in the amount of approximately $5,000; and
(ii) costs relating to consummating an acquisition in the amount of
approximately $10,000 to pay for legal fees and audit fees.
Although we currently do not have funds in our treasury nor have we
contacted any potential investors for any funding, we believe we will be able
to meet the costs of filing Exchange Act reports during the next 12 months
through use of funds advanced to us by our sole officer and director and
shareholder, Mr. William Tay, and through deferral of fees by certain service
providers. Mr. Tay has orally agreed to provide us such funds, without
interest, provided that he is an officer and director of our company when the
obligation is incurred. All advances are interest-free. If we enter into a
business combination with a target entity, we will require the target company
to pay the acquisition related fees and expenses as a condition precedent to
such an agreement. If in the future we need funds to pay expenses, we will
consider these and other yet to be identified options for raising funds and/or
paying expenses. Obviously, if Mr. Tay, or other investors, does not loan to or
invest sufficient funds in us, then we will not be able to meet our SEC
reporting obligations and will not be able to attract a private company with
which to combine.
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 presently have no immediate funds available for any target business due
to our financial position. We believe a target business may be interested in a
business combination with us because we may help minimize some of the barriers
to capital formation that otherwise exist. By merging with us, a target
business may be in a better position, either to conduct a future public
offering of its securities, or to undertake a private placement with
registration rights, than if it were a privately held company. Further, a
business combination with us may help minimize the liquidity discounts a target
business may otherwise have to take in a future financing because investors
will have a higher degree of confidence public information requirement will be
satisfied and a public market may exist for their shares.
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.
We have, and will continue to have, no capital with which to provide the
owners of business entities with any cash or other assets. However, we offer
owners of target businesses the opportunity to acquire a controlling ownership
interest in a reporting company without the time required to become a reporting
company by other means.
14
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
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 sole officer and director, William Tay, 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
15
(1) William Tay serves as President, Secretary, Treasurer and Director of
the Company.
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 a registration statement with the Securities and Exchange
Commission on Form 10. 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. For the past five years, he
is the president and director of TBM Investments, Inc., a company he founded to
manage his own investments. Beginning in 1999 through 2005, Mr. Tay held
directorships in the following publicly reporting, trading companies: Legend
International Holdings, Inc. (OTC-BB: LGDI) from November 2003 to November
2004, Playlogic Entertainment, Inc. (OTC: PLGC) from May 2001 to June 2004, and
Global Energy Group, Inc. (OTC: GENG) from October 1999 to August 2001. Prior
to that, Mr. Tay was a licensed Series 7 Registered Representative for several
broker-dealers in New York. Mr. Tay's background in the securities industry and
knowledge of financial structures provide us with sufficient management
experience to serve as our officer and director.
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 Company 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, our sole officer and director, William Tay, also
serves as officers and directors of the following blank check companies:
16
Filing Date Pending
Registration Operating SEC File Business
Name Statement Status Number Combinations Additional Information
- ------------- ------------ -------------- --------- ------------ -----------------------------
Acantha September Effective 000-54120 None. William Tay has been the sole
Acquisition 16, 2010 officer and director since
Corp. inception
Belenus September Effective 000-54121 None. William Tay has been the sole
Acquisition 16, 2010 officer and director since
Corp. inception
Cepheus September Effective 000-54122 None. William Tay has been the sole
Acquisition 16, 2010 officer and director since
Corp. inception
Daedalus September Effective 000-54126 None. William Tay has been the sole
Ventures, 23, 2010 officer and director since
Inc. inception
Neptunus September Effective 000-54128 None. William Tay has been the sole
Ventures, 23, 2010 officer and director since
Inc. inception
ITEM 6. EXECUTIVE COMPENSATION
The Company's sole officer and director William Tay has not received any
cash remuneration since inception. However, on August 12, 2010, we issued
31,390,000 shares of restricted common stock at .0001 par value to Mr. Tay (our
sole officer and director) in exchange for incorporation fees of $89, annual
resident agent fees in the State of Delaware for $50, and developing our
business concept and plan valued at $3,000, to a total sum of $3,139. Mr. Tay
may receive further remuneration in the form of restricted stock if he decides
to voluntarily continue to fund our expenses out of his own pocket. No other
remuneration of any nature has been paid for on account of services rendered by
a director in such capacity.
Mr. Tay will not receive any finder's fee, either directly or indirectly,
as a result of his efforts to implement the Company's business plan outlined
herein.
It is possible that, after the Company successfully consummates a business
combination with an unaffiliated entity, that entity may desire to employ or
retain Mr. Tay for the purposes of providing services to the surviving entity.
However, the Company has adopted a policy whereby the offer of any post-
transaction employment to Mr. Tay will not be a consideration in our decision
whether to undertake any proposed transaction.
17
No retirement, pension, profit sharing, stock option or insurance programs
or other similar programs have been adopted by the Company for the benefit of
its employees.
There are no understandings or agreements regarding compensation our
management will receive after a business combination that is required to be
included in this table, or otherwise.
The following table shows for the period ended August 31, 2010, the
compensation awarded (earned) or paid by the Company to its named executive
officers or acting in a similar capacity as that term is defined in Item
402(a)(2) of Regulation S-K. There are no understandings or agreements
regarding compensation that our management will receive after a business
combination that is required to be included in this table, or otherwise.
SUMMARY COMPENSATION TABLE
----------------------------------------------------------------------------------------------------
Non-Equity
Name Incentive Nonqualified All
and Stock Option Plan Deferred Other
principal Salary Bonus Awards Awards Compensation Compensation Compensation Total
position Fiscal Year ($) ($) ($) ($) ($) Earnings ($) ($) ($)
- ------------ ----------- ------- ------- ------- ------- ------------ ------------ ------------ ---------
William Tay From August
President 12, 2010 to
August 31,
2010 $ 0 -- -- -- -- -- $ 3,139.00* $3,139.00
* On August 12, 2010, we issued a total of 31,390,000 shares of our common
stock to Mr. Tay, at par value $0.0001 per share, as compensation for his
services rendered in connection with our corporate formation and developing our
business concept and plan.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
We utilize the office space and equipment of William Tay, our sole officer
and director, at no cost.
On August 12, 2010, 31,390,000 shares of common stock were issued to Mr.
William Tay, our sole officer and director, 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.
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
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.
18
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.
Our sole officer and director, Mr. William Tay, is deemed to be our
"promoter" as defined under the federal securities laws.
ITEM 8. LEGAL PROCEEDINGS
Presently, there are not any material pending legal proceedings to which
the Company is a party or as to which any of its property is subject, and no
such proceedings are known to the Company 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.
(i) Our common stock is not trading on any stock exchange. We are not
aware of any market activity in our common stock since our
inception through the date of this filing.
(ii) Rule 144(i) prohibits the resale of securities issued by a shell
company (other than a business combination related shell company)
or an issuer that at one time was a shell company, unless the
following conditions are met:
(a) the issuer has ceased to be a shell company;
(b) the issuer is subject to the reporting requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"),
(c) the issuer has filed all reports and other materials required to
be filed by Section 13 or 15(d) of the Exchange Act, as
applicable, during the preceding 12 months (or such shorter
period that the issuer was required to file such reports and
materials), other than Form 8-K reports; and
(d) at least one year has elapsed since from the time that the
issuer filed current Form 10 information with the SEC reflecting
its status as an entity that is no longer a shell company.
Currently we have 31,390,000 shares of common stock issued and
outstanding, which were issued to Mr. William Tay on August 12,
2010. As we are a shell company as that term is defined in Rule
12b-2 of the Exchange Act, none of our issued and outstanding
common stock may be sold under Rule 144(i) until one year after we
file the Form 10 information with the SEC reflecting our status as
an entity that is no longer a shell company, presuming that during
such one year period, we have filed all reports and other materials
required to be filed by Section 13or 15(d) of he Exchange Act.
19
(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, the day of our incorporation, we issued an aggregate
of 31,390,000 restricted shares of our common stock to Mr. William Tay in
exchange for incorporation fees of $89, annual resident agent fees in the State
of Delaware for $50, and developing our business concept and plan valued at
$3,000, to a total sum of $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 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. An
executed copy of the Common Stock Purchase Agreement is attached hereto as
Exhibit 10.
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
20
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.
(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.
21
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 23 to this Registration Statement on Form 10.
22
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
23
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
24
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
25
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
26
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 $ -- $ --
=============== ===============
27
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
28
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
29
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
30
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
31
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 23.
(b) Exhibits.
Index to Exhibits
EXHIBIT DESCRIPTION
NUMBER
- ------- -----------
3.1 Certificate of Incorporation*
3.2 By-Laws*
3.3 Specimen Stock Certificate*
10 Common Stock Purchase Agreement between Company and William Tay**
- ---------------------
* Previously filed as Exhibits to the Form 10 on September 23, 2010 and
incorporated herein by reference.
** Previously filed as an Exhibit to the Form 10/A (Amendment No. 1) on
November 3, 2010 and incorporated herein by reference.
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: December 10, 2010 Kallisto Ventures, Inc.
By: /s/ William Tay
-----------------------------------
Name: William Tay
Title: President and Director
Principal Executive Officer