0001165527-14-000456.txt : 20140729
0001165527-14-000456.hdr.sgml : 20140729
20140729113026
ACCESSION NUMBER: 0001165527-14-000456
CONFORMED SUBMISSION TYPE: S-1
PUBLIC DOCUMENT COUNT: 7
FILED AS OF DATE: 20140729
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: ASTERIKO CORP.
CENTRAL INDEX KEY: 0001614556
IRS NUMBER: 371757067
STATE OF INCORPORATION: NV
FISCAL YEAR END: 0630
FILING VALUES:
FORM TYPE: S-1
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-197692
FILM NUMBER: 14998728
BUSINESS ADDRESS:
STREET 1: 616 CORPORATE WAY, SUITE 2-6834
CITY: VALLEY COTTAGE
STATE: NY
ZIP: 10989
BUSINESS PHONE: 845-512-5020
MAIL ADDRESS:
STREET 1: 616 CORPORATE WAY, SUITE 2-6834
CITY: VALLEY COTTAGE
STATE: NY
ZIP: 10989
S-1
1
g7507.txt
FORM S-1 OF ASTERIKO CORP.
As filed with the Securities and Exchange Commission on July 29, 2014
Registration No: 333-_____
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ASTERIKO CORP.
(Exact name of registrant as specified in its charter)
Nevada 2590 37-1757067
(State of other jurisdiction (Primary Standard Industrial (IRS Employer
of incorporation) Classification Code Number) Identification No.)
Ilia Tomski
President/Secretary
616 Corporate Way, Suite 2-6834
Valley Cottage, NY 10989
Telephone: (845) 512-5020
Fax: (647) 795-8676
E-mail: asteriko.corp@gmail.com
Web Site: http://www.asteriko.com
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Incorp Services, Inc.
2360 Corporate Circle Ste 400
Henderson, Nevada 89074-7722
Telephone: (702) 866-2500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies To:
MATHEAU J. W. STOUT, ESQ.
400 E. Pratt Street
8th Floor
Baltimore, Maryland 21202
(410) 429-7076 Tel
(888) 907-1740 Fax
mjwstout@gmail.com
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act Registration Statement number of the earlier effective
Registration Statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered Share (1) Price Fee
--------------------------------------------------------------------------------
Common Stock 10,000,000 $0.01 $100,000 $12.88
--------------------------------------------------------------------------------
Total 10,000,000 $0.01 $100,000 $12.88
================================================================================
(1) There is no current market for the securities; the price at which the
shares are being offered has been arbitrarily determined by us; this price
is used for the purpose of computing the amount of the registration fee in
accordance with Rule 457(a) under the Securities Act of 1933, as amended.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
================================================================================
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED __________ __, 2014
PRELIMINARY PROSPECTUS
ASTERIKO CORP.
10,000,000 SHARES OF COMMON STOCK AT $0.01 PER SHARE
This Prospectus relates to the offering by Asteriko Corp. ("Asteriko," "we,"
"our," the "Company" or the "Registrant") of a total of 10,000,000 shares (the
"Shares") of our common stock on a "self-underwritten" basis at a fixed price of
$0.01 per share.
There is no minimum offering of the Asteriko shares.
We are a development stage company with modest operations and assets this fact
may impose some limitations on our shareholders' ability to re-sell their shares
in our company. Accordingly, investors should consider our shares to be a
high-risk and illiquid investment. See "Risk Factors" for the risks of investing
in our company.
Our management will have sole control over the withdrawal of funds from
company's account. We have not made arrangements to place the funds in an escrow
account with a third party escrow agent due to the costs involved. As a result,
investors are subject to the risk that creditors could attach these funds during
the offering process. See "Use of Proceeds" and "Plan of Distribution."
This is our initial public offering. Prior to this offering there has been no
public market for our common stock and we have not applied for listing or
quotation on any public market. After the effective date of the registration
statement, we intend to seek a listing of our common stock on the
Over-The-Counter Bulletin Board (OTCBB), which is maintained by the Financial
Industry Regulatory Authority, Inc. (FINRA).
Our president will market our common stock and offer and sell the securities on
our behalf. This is the best effort direct participation offering that will not
utilize broker-dealers. No officer or director will receive any compensation for
her/his role in selling shares in the offering.
THE COMPANY IS CONSIDERED AN "EMERGING GROWTH COMPANY" AS DEFINED IN THE
JUMPSTART OUR BUSINESS STARTUPS ACT AND WILL BE SUBJECT TO REDUCED PUBLIC
COMPANY REPORTING REQUIREMENTS.
BEFORE PURCHASING ANY OF THE COMMON STOCK COVERED BY THIS PROSPECTUS, CAREFULLY
READ AND CONSIDER THE RISK FACTORS INCLUDED IN THE SECTION ENTITLED "RISK
FACTORS".
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK, AND PROSPECTIVE PURCHASERS
SHOULD BE PREPARED TO SUSTAIN THE LOSS OF THEIR ENTIRE INVESTMENT. THERE IS
CURRENTLY NO PUBLIC TRADING MARKET FOR THE SECURITIES.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this Prospectus. Any representation to the contrary is a
criminal offense.
You should rely only on the information contained in this Prospectus. We have
not authorized any person to provide you with any information about this
offering, Asteriko Corp., or the shares offered hereby that is different from
the information included in this Prospectus.
THE DATE OF THIS PROSPECTUS IS _______________, 2014.
TABLE OF CONTENTS
THE FOLLOWING TABLE OF CONTENTS HAS BEEN DESIGNED TO HELP YOU FIND INFORMATION
CONTAINED IN THIS PROSPECTUS. WE ENCOURAGE YOU TO READ THE ENTIRE PROSPECTUS.
SUMMARY................................................................... 3
RISK FACTORS.............................................................. 5
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS................. 11
USE OF PROCEEDS........................................................... 11
DETERMINATION OF OFFERING PRICE........................................... 12
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.................. 12
DIVIDENT POLICY........................................................... 13
DILUTION.................................................................. 13
PLAN OF DISTRIBUTION...................................................... 14
DESCRIPTION OF SECURITIES TO BE REGISTERED................................ 15
SHARES ELIGIBLE FOR FUTURE RESALE......................................... 16
INTERESTS OF NAMED EXPERTS AND COUNSEL.................................... 16
EXPERTS................................................................... 17
LEGAL MATTERS............................................................. 17
DESCRIPTION OF OUR BUSINESS............................................... 17
MANAGEMENT................................................................ 21
EXECUTIVE COMPENSATION.................................................... 23
COMPENSATION OF DIRECTORS................................................. 24
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............................ 24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT............ 25
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES
ACT LIABILITIES.......................................................... 25
MANAGEMENT'S DISCUSSION AND ANALYSIS...................................... 25
AVAILABLE INFORMATION..................................................... 30
WHERE YOU CAN GET MORE INFORMATION........................................ 31
2
PART I
SUMMARY
This summary provides a brief overview of the key aspects of our offering. It
may not contain all of the information that is important to you. You should read
the entire Prospectus carefully, including the more detailed information
regarding our company, the risks of purchasing our common stock discussed under
"Risk Factors," and our financial statements and their accompanying notes.
In this Prospectus, "Asteriko," "we," "our," the "Company" or the "Registrant"
refer to Asteriko Corp., unless the context otherwise requires. Unless otherwise
indicated, the term "fiscal year" refers to our fiscal year ending June 30.
Unless otherwise indicated, the term "common stock" refers to shares of the
Company's common stock, par value $0.001 per share.
THE COMPANY
Asteriko Corp. was incorporated in the State of Nevada on April 17, 2014. Our
offices are located at 6 Corporate Way, Suite 2-6834, Valley Cottage, NY 10989.
We are a development stage company with relatively small revenue earned to date
and minimum operations and assets. Since our incorporation, our management has
determined our business plan to provide customers with unique and innovative
solution for their decorative needs. Our initial product is lattice panels
designed for suspended ceiling. These panels will dynamically change the color
of their surface with the change of the viewing angle and / or the type of
illumination.
Our plan of operation is to develop Asteriko Corp., company in phases. The first
phase of development will focus on design solutions. The second phase will be
manufacturing.
We have identified our target market and obtained initial funding of $10,000
from Mr. Tomski (our President and Director).
We will require additional funding in order to pursue our business objectives
and there is no guarantee that we will be successful in this regard.
We will need to complete our offering in order to cover an estimated $9,500 in
federal securities law compliance costs which includes $5,000 in accounting and
auditing costs for the 12 month period following the effectiveness of our
registration statement.
Currently, our President devotes approximately fifteen hours a week to the
Company. We will require the funds from this offering in order to fully
implement our business plan as discussed in the "Plan of Operation" section of
this Prospectus.
Our financial statements from inception (April 17, 2014) through June 30, 2014
report revenue of $3,239, net loss of ($2,582), and assets of $11,401 including
cash balance of $10,000, which was generated from the sale of 5,000,000 shares
to our President and Director, and advances from director's loan. We anticipate
incurring average quarterly operational costs of about $5,000 until our offering
is completed.
Investors should be aware that our independent auditors have issued an audit
opinion which includes a statement expressing substantial doubt as to our
ability to continue as a going concern for the next 12 months. Our auditor's
opinion is based on our suffering initial losses, having limited operations, and
having limited working capital. Our only source of cash at this time is
investments or loans. However, we currently do not have any written agreements
in place for any investments or loans from third parties. We must raise cash to
implement our projects and expand our operations.
Investors must be aware that we do not have sufficient capital to independently
finance our own plans. We have no arrangements or contingencies in place in the
event of ceased operations, in which case investors would lose their entire
investment.
THE OFFERING
We are offering, on a self-underwritten basis, a total of 10,000,000 shares of
the common stock of our Company at a price of $0.01 per share. This is a fixed
price Offering. In order to close the Offering all of the offered shares must be
sold. This Offering of shares by our Company will terminate 180 days from the
effective date of this Prospectus, although we may close the Offering on any
date prior if the Offering is fully subscribed. The offering price of the common
stock has been arbitrarily determined and bears no relationship to any objective
criterion of value. The price does not bear any relationship to our assets, book
value, historical earnings or net worth.
There is no minimum offering of the Asteriko shares; investors will not receive
a return of their investment if all shares are not sold.
3
The purchase of the common stock in this offering involves a high degree of
risk. The common stock offered in this Prospectus is for investment purposes
only; no market for our common stock currently exists. Please refer to "RISK
FACTORS" and "DILUTION" sections before making an investment in our stock.
Securities Being Offered 10,000,000 shares of common stock
Offering Price $0.01 per share
Offering Period The shares are being offered for a period not to
exceed 180 days from the effective date of this
Prospectus
Number of Common Stock
Issued and Outstanding
Before Offering 5,000,000, all of which are held by our President
Number of Common Stock
to be Issued and
Outstanding After Offering 15,000,000 shares
Net Gross Proceeds to
Our Company $100,000
Use of Proceeds Further development of business operations
Risk Factors The securities offered hereby involve a high degree
of risk and should not be purchased by investors
who cannot afford the loss of their entire
investment. See "Risk Factors" section.
Going Concern From inception until the date of this filing, we
have had limited operating activities. Our
financial statements from inception (April 17,
2014) through June 30, 2014, report revenue of
$3,239, and a net loss of ($2,582). Our independent
registered public accounting firm has issued an
audit opinion for Asteriko which includes an
explanatory paragraph as to an uncertainty with
respect to the Company's ability to continue as a
going concern.
Our sole officer, director, control person and/or his affiliates do not intend
to purchase any shares in this offering.
SUMMARY FINANCIAL INFORMATION
The following tables set forth a summary of the Company's financial information
as provided in its year-end financial statements. You should read this
information together with our audited financial statements and the notes thereto
appearing elsewhere in this Prospectus and the information under "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
BALANCE SHEETS
For the Period
from April 17, 2014
(inception) through
June 30, 2014
-------------
(unaudited)
Cash $ 10,000
Total current assets $ 10,713
Current liabilities $ 2,500
Total stockholder's equity (deficit) $ 2,418
STATEMENTS OF OPERATIONS
For the Period
from April 17, 2014
(inception) through
June 30, 2014
-------------
(unaudited)
Revenue $ 3,239
Total operating expenses $ 5,821
Net loss $ (2,582)
4
RISK FACTORS
An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
Prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed.
We do not plan to register our common stock under Section 12(g) of the
Securities Exchange Act of 1934 ("Exchange Act") by filing a Form 8-A on a
pre-effective basis. The consequences to investors of us being a Section 15(d)
registrant in comparison to a Section 12(g) registrant are as follows: Under
Section 15(d) of the Exchange Act, we are not required to file periodic reports
if we have less than 300 holders of record for the fiscal year after the year of
effectiveness. if we do not register our securities under Section 12 of the
Exchange Act, we may not have an ongoing periodic reporting obligation and will
not be subject to the Commission's proxy rules and Section 16 of the Exchange
Act.
RISKS RELATED TO OUR BUSINESS
WE NEED TO CONTINUE AS A GOING CONCERN IF OUR BUSINESS IS TO SUCCEED
Our independent auditors state in their audit report (included with this
Prospectus), that since we have limited operations to date and must secure
additional financing to commence our plan of operations, these matters raise
substantial doubt about our ability to continue as a going concern. To date, we
have completed only the preliminary stages of our business plan, which has
consisted of the formation of our company as well as the identification of our
plan of operation and our target market. At this time, we cannot guarantee
potential success of our business. Our ability to design and manufacture color
panels is dependent upon obtaining sufficient finances. There is additional
operational risk of product design/manufacturing to insure customer
satisfaction. This increases the risk that we may not be able to continue as a
going concern.
AS A DEVELOPMENT STAGE COMPANY, AN INVESTMENT IN OUR COMPANY IS CONSIDERED A
HIGH RISK INVESTMENT WHEREBY YOU COULD LOSE YOUR ENTIRE INVESTMENT
We will incur significant expenses in order to implement our business plan,
including estimated $9,500 in federal securities law compliance costs for the 12
month period following the effectiveness of our registration statement. As an
investor, you should be aware of the difficulties, delays and expenses normally
encountered by an enterprise in its development stage, many of which are beyond
our control, including unanticipated developmental expenses, inventory costs,
employment costs, advertising and marketing expenses. We cannot assure you that
our proposed business plan as described in this Prospectus will materialize or
prove successful.
OUR COMPANY MAY NOT SUSTAIN UNLESS WE FIND SUFFICIENT NUMBER OF CUSTOMERS
INTERESTED IN OUR PRODUCTS
We have developed a new product that customers are not familiar with and it may
take some time and marketing effort to properly introduce it to the potential
customers.
WE ARE DEPENDENT UPON THE FUNDS TO BE RAISED IN THIS OFFERING TO EXPAND OUR
BUSINESS. WE MAY NEED TO OBTAIN ADDITIONAL FINANCING WHICH MAY NOT BE AVAILABLE
We require the proceeds from this Offering in order to expand our operations. It
will enable us (after paying the expenses of this Offering) to design and
manufacture color panels in 2014 and potentially expand operations in 2015. We
estimate that it will cost us $25,000 to design and manufacture color panels and
cover all related licensing fees and the SEC compliance and filing expenses
including legal fees.
It will also allow us to initiate our marketing plans and prepare support
material such as promotional video, web site and web advertising with an
estimated initial cost of $2,500. We may need additional funds to complete
further development of our business plan and to achieve a sustainable sales
level where ongoing operations and expansion can be funded out of profits. There
is no assurance that any additional financing will be available or if available,
on terms that will be acceptable to us.
BECAUSE WE HAVE NOT YET COMMENCED SIGNIFICANT BUSINESS OPERATIONS, IT MAKES
EVALUATING OUR BUSINESS DIFFICULT
We were incorporated on April 17, 2014 and to date have been involved primarily
in organizational activities.
We have generated revenue of $3,239 and have incurred total losses of ($2,582)
from inception to June 30, 2014.
5
Accordingly, you cannot evaluate our business or our future prospects, due to
our lack of operating history. To date, our business development activities have
consisted mostly of organizational activities with limited operations. Potential
investors should be aware of the difficulties normally encountered by
development stage companies and the high rate of failure of such enterprises.
In addition, there is no guarantee that we will commence business operations.
Furthermore, we anticipate that we will incur increased operating expenses
without realizing any significant revenue. We therefore expect to incur
significant losses into the foreseeable future. We recognize that if we are
unable to generate significant revenues from selling color panels, we will not
be able to continue operations.
WE ARE VULNERABLE TO THE CURRENT ECONOMIC CRISIS THAT MAY NEGATIVELY AFFECT OUR
PROFITABILITY
The recent global recession has placed severe constraints on the ability of all
companies, particularly smaller ones, to raise capital, operate effectively and
profitably and to plan for the future. Currently, it is not clear whether the
economy will recover appreciably in the near future. As a small, start-up
company we are especially vulnerable to these conditions. If current economic
conditions do not improve, or worsen, our business will likely be negatively
affected and will suffer.
IF OUR PRESIDENT LEAVES THE COMPANY PRIOR TO SECURING REPLACEMENTS, WE WILL BE
LEFT WITHOUT MANAGEMENT AND OUR BUSINESS OPERATIONS WOULD CEASE
We depend on the services of our President, Ilia Tomski, and our success depends
on the decisions made by him. The loss of the services of our President could
have an adverse effect on our business, financial condition and results of
operations. There is no assurance that our President will not leave the company
or compete against us in the future, as we presently have no employment
agreement with him. In such circumstance, we may have to recruit qualified
personnel with competitive compensation packages, equity participation and other
benefits that may affect the working capital available for our operations. Our
failure to attract additional qualified employees or to retain the services of
Mr. Tomski could have a material adverse effect on our operating results and
financial condition. We will fail without appropriate replacements.
ALTHOUGH OUR PRESIDENT IS NOT CURRENTLY RECEIVING COMPENSATION FOR HIS SERVICES,
HE MAY DECIDE TO PAY HIMSELF, WHICH WILL ADVERSELY IMPACT ANY POTENTIAL NET
PROFIT THAT WE MAY GENERATE
We are not currently compensating our President for providing management
services to us. In the future we might pay him compensation if the cash flow
that we generate from operations significantly exceeds our total expenses. Mr.
Tomski, as our President and Director, has the power to set his own compensation
as he sees fit. If he determines to compensate himself, it could have an adverse
effect on our net profit, if any.
OUR MANAGEMENT HAS LIMITED PRIOR EXPERIENCE IN THE MANUFACTURING SECTOR AND
THEREFORE MAY NOT BE ABLE TO SUCCESSFULLY MANAGE THE DEVELOPMENT AND GROWTH OF
OUR COMPANY IN THIS FIELD
Our management has limited experience in manufacturing sector. Although Mr.
Tomski has over 12 years of experience in designing new hi tech devices, he has
limited experience in manufacturing this may result in serious missteps in
development/implementation of our business plan.
BECAUSE OUR PRESIDENT AND DIRECTOR HAS NO FORMAL TRAINING IN FINANCIAL
ACCOUNTING AND MANAGEMENT, IN THE FUTURE, OUR DISCLOSURE AND ACCOUNTING CONTROLS
MAY NOT BE EFFECTIVE TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS, WHICH COULD
RESULT IN POTENTIAL FINES, PENALTIES AND ASSESSMENTS
Our President and Director has no formal training in financial accounting and
management; however, he has been preparing the financial statements that have
been audited and reviewed by our auditors and included in this Prospectus.
Furthermore, he is responsible for our managerial and organizational structure,
which will include preparation of disclosure and accounting controls pursuant to
Section 404 of the Sarbanes-Oxley Act of 2002 (the SOX Act). Accordingly, he may
be incapable of creating and implementing the disclosure and accounting controls
which are required under the SOX Act, which could result in fines, penalties and
assessments against us and which ultimately could cause you to lose your entire
investment.
THE LACK OF PUBLIC COMPANY EXPERIENCE OF OUR PRESIDENT AND DIRECTOR COULD
ADVERSELY IMPACT OUR ABILITY TO COMPLY WITH THE REPORTING REQUIREMENTS OF U.S.
SECURITIES LAWS
Mr. Ilia Tomski, our President and Director, has had no responsibility for
managing a public company in the United States, which could impair our ability
to comply with legal and regulatory requirements such as those imposed by the
Sarbanes-Oxley Act of 2002. Such responsibility includes complying with federal
securities laws and making required disclosures on a timely basis. In addition,
Mr. Tomski may not be able to implement programs and policies in an effective
and timely manner or in a manner which adequately responds to such increased
legal, regulatory compliance and reporting requirements, including establishing
6
and maintaining internal controls over financial reporting. Any such
deficiencies, weaknesses or lack of compliance could have a materially adverse
effect on our ability to comply with the reporting requirements of the Exchange
Act, which is necessary to maintain our public company status. If we were to
fail to fulfill those obligations, our ability to continue as a U.S. public
company would be in jeopardy, in which event you could lose your entire
investment.
OUR PRESIDENT AND DIRECTOR WILL ALLOCATE ONLY A PORTION OF HIS TIME TO OUR
BUSINESS, WHICH COULD HAVE A NEGATIVE IMPACT ON OUR SUCCESS
Currently, our President and Director allocates only a portion of his time to
the operation of our business. If our business develops faster than anticipated,
or if his other commitments require him to devote more substantial amounts of
time than is currently planned, there is no guarantee that he will devote the
time necessary to assure our successful operations.
OUR EXECUTIVE OFFICERS DO NOT RESIDE IN THE UNITED STATES. THE U.S. STOCKHOLDERS
WOULD FACE DIFFICULTY
Our executive officers do not reside in the United States. The U.S. stockholders
would face difficulty in:
* effecting service of process within the United States on our officers;
* enforcing judgments obtained in U.S. courts based on the civil
liability provisions of the U.S. federal securities laws against the
officers;
* enforcing judgments of U.S. courts based on civil liability provisions
of the U.S. federal securities laws in foreign courts against our
officers; and
* bringing an original action in foreign courts to enforce liabilities
based on the U.S. federal securities laws against our officers.
WE ARE AN "EMERGING GROWTH COMPANY" AND WE INTEND TO TAKE ADVANTAGE OF REDUCED
DISCLOSURE AND GOVERNANCE REQUIREMENTS APPLICABLE TO EMERGING GROWTH COMPANIES,
WHICH COULD RESULT IN OUR COMMON STOCK BEING LESS ATTRACTIVE TO INVESTORS
We are an "emerging growth company," as defined in the Jumpstart Our Business
Startups Act of 2012. We intend to take advantage of certain exemptions from
various reporting requirements that are applicable to other public companies
that are not emerging growth companies. Such exemptions include, but not limited
to: not being required to comply with the auditor attestation requirements of
Section 404 of the Sarbanes-Oxley Act; reduced disclosure obligations regarding
executive compensation in our periodic reports and proxy statements; and
exemptions from the requirements of holding a nonbinding advisory vote on
executive compensation and shareholder approval of any golden parachute payments
not previously approved. We cannot predict if investors will find our common
stock less attractive because we will rely on these exemptions. There may be a
less active trading market for our common stock and our stock price may be more
volatile. We may take advantage of these reporting exemptions until we are no
longer considered an emerging growth company, which in certain circumstances
could be up to five years.
AS AN EMERGING GROWTH COMPANY, EXEMPTIONS FROM THE FOLLOWING PROVISIONS ARE
AVAILABLE TO US:
1. Section 404(b) of the Sarbanes-Oxley Act of 2002, which requires
auditor attestation of internal controls;
2. Section 14A(a) and (b) of the Securities Exchange Act of 1934, which
require companies to hold shareholder advisory votes on executive
compensation and golden parachute compensation;
3. Section 14(i) of the Exchange Act (which has not yet been
implemented), which requires companies to disclose the relationship
between executive compensation actually paid and the financial
performance of the company;
4. Section 953(b)(1) of the Dodd-Frank Act (which has not yet been
implemented), which requires companies to disclose the ratio between
the annual total compensation of the CEO and the median of the annual
total compensation of all employees of the companies; and
5. The requirement to provide certain other executive compensation
disclosure under Item 402 of Regulation S-K. Instead, an emerging
growth company must only comply with the more limited provisions of
Item 402 applicable to smaller reporting companies, regardless of the
issuer's size.
7
RISKS RELATING TO OUR COMMON STOCK
There is no minimum offering of the Asteriko shares and investors will not
receive a return of their investment if all shares are not sold.
BECAUSE OUR PRESIDENT AND DIRECTOR, WHO IS ALSO OUR SOLE PROMOTER, WILL OWN 33%
OF THE OUTSTANDING SHARES AFTER THIS OFFERING, HE WILL RETAIN SIGNIFICANT
CONTROL OF THE COMPANY WHICH IN TURN COULD DECREASE THE PRICE AND MARKETABILITY
OF THE SHARES
After all 10,000,000 shares of common stock of this Offering are sold; Mr.
Tomski will own 5,000,000 or 33.3% of total outstanding shares and will retain
significant control. As a result, Mr. Tomski will have an ability to influence
the Company as follows:
* elect or defeat the election of our directors;
* amend or prevent amendment of our articles of incorporation or bylaws;
* effect or prevent a merger, sale of assets or other corporate
transaction; and
* affect the outcome of any other matter submitted to the stockholders
for vote
Moreover, because of the significant ownership position held by our insider, new
investors may not be able to effect a change in the Company's business or
management, and therefore, shareholders would be subject to decisions made by
management and the majority shareholder.
In addition, sales of significant amounts of shares held by Mr. Tomski, or the
prospect of these sales, could adversely affect the market price of our common
stock. Management's stock ownership may discourage a potential acquirer from
making a tender offer or otherwise attempting to obtain control of the Company;
this could reduce our stock price or prevent our stockholders from realizing a
premium over our stock price.
WE ARE SELLING SHARES IN THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE
TO SELL ALL OF THE SHARES, IN WHICH CASE, WE MAY HAVE TO SEEK ALTERNATIVE
FINANCING TO IMPLEMENT OUR BUSINESS PLANS
This offering is self-underwritten, that is, we are not engaging the services of
an underwriter to sell the shares. We intend to sell them through our President
and Director, who will receive no commissions. He will offer the shares to
friends, relatives, acquaintances and business associates; however, there is no
guarantee that he will be able to sell any/all of the shares. In the event we do
not sell all of the shares before the expiration date of the Offering, we will
have to seek alternative financing sources. There is no provision to refund all
or portion of the funds to our existing shareholders raised by selling company
shares.
YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION OF THE PRICE YOU PAY FOR YOUR
SHARES
Our existing stockholder acquired his shares at a cost of $0.001 per share, a
cost per share that is substantially less than the amount you will pay for the
shares you purchase in this offering. Accordingly, any investment you make in
these shares will result in the immediate and substantial dilution of the net
tangible book value of those shares from the $0.01 you pay for them (see the
Dilution table).
BECAUSE THE PROCEEDS OF OUR OFFERING WILL BE HELD IN A STANDARD CORPORATE
CHECKING ACCOUNT ( RATHER THAN AN ESCROW ACCOUNT) UNTIL THE OFFERING CLOSES, IT
IS POSSIBLE THAT CREDITORS OF THE COMPANY COULD ATTACH THESE FUNDS
Our management will have sole control over the withdrawal of funds. We have not
made arrangements to place the funds in an escrow account with a third party
escrow agent due to the costs involved. As a result, investors are subject to
the risk that creditors could attach these funds during the offering process.
THERE IS CURRENTLY NO PUBLIC MARKET FOR OUR SECURITIES, AND THERE CAN BE NO
ASSURANCE THAT ANY PUBLIC MARKET WILL DEVELOP OR THAT OUR COMMON STOCK WILL BE
QUOTED FOR TRADING
There is no public market for our securities and there can be no assurance that
an active trading market for the securities offered herein will develop after
this offering by the selling stockholders, or, if developed, be sustained. After
the effective date of the registration statement of which this Prospectus is a
part, we intend to identify a market maker to file an application with the
Financial Industry Regulatory Authority (FINRA) to have our common stock quoted
on the Over-the-Counter Bulletin Board. We will have to satisfy certain criteria
in order for our application to be accepted. We do not currently have a market
maker that is willing to participate in this application process, and even if we
identify a market maker, we cannot assure you that we will meet the acceptance
criteria. Our common stock may never be quoted on the Over-the-Counter Bulletin
Board, or, even if quoted, a public market may not materialize.
8
If our securities are not eligible for initial quotation, or if quoted, are not
eligible for continued quotation on the Over-the-Counter Bulletin Board, or a
public trading market does not develop, purchasers of the shares of common stock
may have difficulty selling or be unable to sell their securities, rendering
their shares effectively worthless and resulting in a complete loss of their
investment.
PURCHASING PENNY STOCK LIMITS INVESTOR'S ABILITY TO RE-SELL
The shares offered by this Prospectus constitute penny stock under the Exchange
Act. The shares will remain penny stock for the foreseeable future. "Penny
stock" rules impose additional sales practice requirements on broker-dealers who
sell such securities to persons other than established customers and accredited
investors (generally those with assets in excess of $1,000,000 or annual income
exceeding $200,000 or $300,000 together with a spouse). For transactions covered
by these rules, the broker-dealer must make a special suitability determination
for the purchase of such securities and have received the purchaser's written
consent to the transaction prior to the purchase.
Additionally, for any transaction involving a penny stock, unless exempt, the
rules require the delivery, prior to the transaction, of a disclosure schedule
prescribed by the Commission relating to the penny stock market. The
broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative and current quotations for the
securities. Finally, monthly statements must be sent disclosing recent price
information on the limited market in penny stocks. Consequently, the "penny
stock" rules may restrict the ability of broker-dealers to sell our shares of
common stock. The market price of our shares would likely suffer as a result.
FINRA SALES PRACTICE REQUIREMENTS MAY LIMIT A STOCKHOLDER'S ABILITY TO BUY AND
SELL OUR STOCK
FINRA has adopted rules that require that in recommending an investment to a
customer, a broker-dealer must have reasonable grounds for believing that the
investment is suitable for that customer. Prior to recommending speculative low
priced securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative
low priced securities will not be suitable for certain customers. FINRA
requirements will likely make it more difficult for broker-dealers to recommend
that their customers buy our common stock, which may have the effect of reducing
the level of trading activity in our common stock. As a result, fewer
broker-dealers may be willing to make a market in our common stock, reducing a
stockholder's ability to resell shares of our common stock.
STATE SECURITIES LAWS MAY LIMIT SECONDARY TRADING, WHICH MAY RESTRICT THE STATES
IN WHICH YOU CAN SELL THE SHARES OFFERED BY THIS PROSPECTUS
If you purchase shares of our common stock sold pursuant to this offering, you
may not be able to resell the shares in a certain state unless and until the
shares of our common stock are qualified for secondary trading under the
applicable securities laws of such state or there is confirmation that an
exemption, such as listing in certain recognized securities manuals, is
available for secondary trading in such state. There can be no assurance that we
will be successful in registering or qualifying our common stock for secondary
trading, or identifying an available exemption for secondary trading in our
common stock in every state. If we fail to register or qualify, or to obtain or
verify an exemption for the secondary trading of our common stock in any
particular state, the shares of common stock could not be offered or sold to, or
purchased by, a resident of that state. In the event that a significant number
of states refuse to permit secondary trading in our common stock, the market for
the common stock will be limited, which could drive down the market price of our
common stock and reduce the liquidity of the shares of our common stock and a
stockholder's ability to resell shares of our common stock at all or at current
market prices, which could increase a stockholder's risk of losing some or all
of her investment.
IF QUOTED, THE PRICE OF OUR COMMON STOCK MAY BE VOLATILE, WHICH MAY
SUBSTANTIALLY INCREASE THE RISK THAT YOU MAY NOT BE ABLE TO SELL YOUR SHARES AT
OR ABOVE THE PRICE THAT YOU MAY PAY FOR THE SHARES
Even if our shares are quoted for trading on the Over-the-Counter Bulletin
Board following this offering and a public market develops for our common stock,
the market price of our common stock may be volatile. It may fluctuate
significantly in response to the following factors:
* variations in quarterly operating results;
* our announcements of significant commissions and achievement of
milestones;
* our relationships with other companies or capital commitments;
* additions or departures of key personnel;
* sales of common stock or termination of stock transfer restrictions;
* changes in financial estimates by securities analysts, if any; and
* fluctuations in stock market price and volume.
9
Your inability to sell your shares during a decline in the price of our stock
may increase losses that you may suffer as a result of your investment.
BECAUSE WE DO NOT INTEND TO PAY ANY DIVIDENDS ON OUR COMMON STOCK, HOLDERS OF
OUR COMMON STOCK MUST RELY ON STOCK APPRECIATION FOR ANY RETURN ON THEIR
INVESTMENT
We have not declared or paid any dividends on our common stock since our
inception, and we do not anticipate paying any such dividends for the
foreseeable future. Accordingly, holders of our common stock will have to rely
on capital appreciation, if any, to earn a return on their investment in our
common stock.
ADDITIONAL ISSUANCES OF OUR SECURITIES MAY RESULT IN IMMEDIATE DILUTION TO
EXISTING SHAREHOLDERS
We must raise additional capital in order for our business plan to succeed. Our
most likely source of additional capital will be through the sale of additional
shares of common stock. We are authorized to issue up to 75,000,000 shares of
common stock, of which 5,000,000 shares of common stock are currently issued and
outstanding. Our Board of Directors has the authority over issuing additional
shares of common, and to determine the rights, preferences and privilege of such
shares, without consent of any of our stockholders. We may issue shares in
connection with financing arrangements or otherwise. Any such issuances will
result in immediate dilution to our existing shareholders' interests, which will
negatively affect the value of your shares.
WE MAY BE EXPOSED TO POTENTIAL RISKS RESULTING FROM NEW REQUIREMENTS UNDER
SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to Section 404 of the SOX Act, we will be required to include in our
annual report our assessment of the effectiveness of our internal control over
financial reporting once this registration statement becomes effective and we
commence filing financial reports with the Securities & Exchange Commission. We
expect to incur additional expenses and diversion of management's time as a
result of performing the system and process evaluation, testing and remediation
required in order to comply with the management certification and auditor
attestation requirements.
We currently do not have a sufficient number of employees to segregate
responsibilities and may be unable to afford increasing our staff or engaging
outside consultants or professionals to overcome our lack of employees. During
the course of our testing, we may identify other deficiencies that we may not be
able to remediate in time to meet the deadline imposed by the SOX Act for
compliance with the requirements of Section 404. In addition, if we fail to
achieve and maintain the adequacy of our internal controls, as such standards
are modified, supplemented or amended from time to time, we may not be able to
ensure that we can conclude on an ongoing basis that we have effective internal
controls over financial reporting in accordance with Section 404 of the SOX Act.
Moreover, effective internal controls, particularly those related to revenue
recognition, are necessary for us to produce reliable financial reports and are
important to help prevent financial fraud. If we cannot provide reliable
financial reports or prevent fraud, our business and operating results could be
harmed, investors could lose confidence in our reported financial information,
and the trading price of our common stock, if a market ever develops, could drop
significantly.
BECAUSE THE OFFERING PRICE HAS BEEN ARBITRARILY SET BY OUR COMPANY, YOU MAY NOT
REALIZE A RETURN ON YOUR INVESTMENT UPON RESALE OF YOUR SHARES
The offering price and other terms and conditions relative to the Company's
shares have been arbitrarily determined by us and do not bear any relationship
to assets, earnings, book value or any other objective criteria of value.
Additionally, as the Company was formed on April 17, 2014 and has only a limited
operating history and nominal earnings, the price of the offered shares is not
based on its past earnings and no investment banker, appraiser or other
independent third party has been consulted concerning the offering price for the
shares or the fairness of the offering price used for the shares, as such our
stockholders may not be able to receive a return on their investment when they
sell their shares of common stock.
10
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus contains forward-looking statements and information relating to
our business that are based on our beliefs as well as assumptions made by us or
based upon information currently available to us. These statements reflect our
current views and assumptions with respect to future events and are subject to
risks and uncertainties. Forward-looking statements are often identified by
words like: "believe," "expect," "estimate," "anticipate," "intend," "project"
and similar expressions or words which, by their nature, refer to future events.
In some cases, you can also identify forward-looking statements by terminology
such as "may", "will", "should", "plans", "predicts", "potential" or "continue"
or the negative of these terms or other comparable terminology. These statements
are only predictions and involve known and unknown risks, uncertainties and
other factors, including the risks in the section entitled "Risk Factors" that
may cause our or our industry's actual results, levels of activity, performance
or achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by these
forward-looking statements. In addition, you are directed to factors discussed
in the "Management's Discussion and Analysis of Financial Condition and Results
of Operation" section, and the section entitled "Description of Our Business",
as well as those discussed elsewhere in this Prospectus. Other factors include,
among others: general economic and business conditions; industry capacity;
industry trends; competition; changes in business strategy or development plans;
project performance; availability, terms, and deployment of capital; and
availability of qualified personnel.
These forward-looking statements speak only as of the date of this Prospectus.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, or achievements. Except as required by applicable law, including the
securities laws of the United States, we expressly disclaim any obligation or
undertaking to disseminate any update or revisions of any of the forward-looking
statements to reflect any change in our expectations with regard thereto or to
conform these statements to actual results.
USE OF PROCEEDS
Our offering is being made on a self-underwritten basis: no minimum number of
shares must be sold in order for the offering to proceed. The offering price per
share is $0.01. The following table sets forth the uses of proceeds assuming the
sale of either 25%, 50%, 75% and 100%, respectively, of the securities offered
for sale by the Company. There is no assurance that we will raise the full
$100,000 as anticipated.
Scenario 1 Scenario 2 Scenario 3 Scenario 4
$25,000 $50,000 $75,000 $100,000
------- ------- ------- --------
Legal and Professional $ 9,500 $ 9,500 $ 9,500 $ 9,500
Administration $ 1,650 $ 4,000 $ 6,000 $ 9,000
Design $ 1,650 $ 4,000 $ 6,000 $ 9,000
Salaries $ 3,000 $11,000 $18,000 $23,000
Advertising $ 3,700 $11,000 $20,000 $26,000
Production $ 5,500 $10,500 $15,500 $23,500
The amounts actually spent by us for any specific purpose may vary and will
depend on a number of factors. Non-fixed cost, sales and marketing and general
and administrative costs may vary depending on the business progress and
development efforts, general business conditions and market reception to our
services. Accordingly, our management has broad discretion to allocate the net
proceeds to non-fixed costs.
An example of changes to this spending allocation for non-fixed costs include
management deciding to spend less of the allotment on product development and
more on sales and marketing.
If necessary, Ilia Tomski, our officer and director, has verbally agreed to loan
the company funds to complete the registration process but we will require full
funding to implement our complete business plan. If insufficient funds are
raised we plan to borrow funds from our management.
11
DETERMINATION OF OFFERING PRICE
There is no established market for our stock. The offering price of the shares
has been determined arbitrarily by us. The price does not bear any relationship
to our assets, book value, earnings, or other established criteria for valuing a
privately held company. In determining the number of shares to be offered and
the offering price, we took into consideration our capital structure and the
amount of money we would need to implement our business plans. Accordingly, the
offering price should not be considered an indication of the actual value of our
securities.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Upon the effectiveness of the registration statement of which this Prospectus
forms a part, we intend to seek a market maker to file an application with the
FINRA to have our stock quoted on the OTC Bulletin Board. However, we cannot
assure you that our shares will be quoted on the OTC Bulletin Board or, if
quoted, that a public market will materialize.
The Securities and Exchange Commission has adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00, other
than securities registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
quotation system. The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock, to deliver a standardized risk disclosure document
prepared by the Securities and Exchange Commission, that:
a. contains a description of the nature and level of risk in the market
for penny stocks in both public offerings and secondary trading;
b. contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with
respect to a violation of such duties or other requirements of the
securities laws;
c. contains a brief, clear, narrative description of a dealer market,
including bid and ask prices for penny stocks and the significance of
the spread between the bid and ask price;
d. contains a toll-free telephone number for inquiries on disciplinary
actions;
e. defines significant terms in the disclosure document or in the conduct
of trading in penny stocks; and
f. contains such other information and is in such form, including
language, type, size and format, as the Securities and Exchange
Commission shall require by rule or regulation.
The broker or dealer also must provide, prior to effecting any transaction in a
penny stock, the customer with:
(a) bid and offer quotations for the penny stock;
(b) the compensation of the broker-dealer and its salesperson in the
transaction;
(c) the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
(d) a monthly account statement showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a suitably written statement.
These disclosure requirements may have the effect of reducing the trading
activity in the secondary market for our stock. Therefore, if our common stock
becomes subject to the penny stock rules, stockholders may have difficulty
selling those securities.
HOLDERS
We had one holder of record of our common stock as of July 24, 2014.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
We do not have any securities authorized for issuance under any equity
compensation plans.
12
PENNY STOCK REGULATION
The SEC has adopted regulations which generally define "penny stock" to be any
equity security that has a market price (as defined) of less than $5.00 per
share or an exercise price of less than $5.00 per share. Such securities are
subject to rules that impose additional sales practice requirements on
broker-dealers who sell them. For transactions covered by these rules, the
broker-dealer must make a special suitability determination for the purchaser of
such securities and have received the purchaser's written consent to the
transaction prior to the purchase. Additionally, for any transaction involving a
penny stock, unless exempt, the rules require the delivery, prior to the
transaction, of a disclosure schedule prepared by the SEC relating to the penny
stock market. The broker-dealer also must disclose the commissions payable to
both the broker-dealer and the registered representative, current quotations for
the securities and, if the broker-dealer is the sole market-maker, the
broker-dealer must disclose this fact and the broker-dealer's presumed control
over the market. Finally, among other requirements, monthly statements must be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks. As the Shares immediately
following this Offering will likely be subject to such penny stock rules,
purchasers in this Offering will in all likelihood find it more difficult to
sell their Shares in the secondary market.
DIVIDENT POLICY
We have not paid any cash dividends to shareholders. The declaration of any
future cash dividends is at the discretion of our board of directors and depends
upon our earnings, if any, our capital requirements and financial position,
general economic conditions, and other pertinent conditions. It is our present
intention not to pay any cash dividends in the foreseeable future, but rather to
reinvest earnings, if any, in our business operations.
DILUTION
Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing stockholders.
In this offering, the level of dilution is increased as a result of the
relatively low book value of Asteriko's presently issued and outstanding stock.
This is due to the shares of common stock issued to the Company's founder
totaling 5,000,000 shares at $0.001 per share for $5,000 cash versus the current
offering price of $0.01 per share.
The Company's net tangible book value on June 30, 2014 was $2,418 or
approximately $0.000 per share, based upon 5,000,000 shares outstanding. Upon
completion of this offering, but without taking into account any change in the
net tangible book value after completion of this offering other than that
resulting from the sale of the shares and receipt of the total proceeds of
$100,000, the net tangible book value of the 15,000,000 shares to be outstanding
will be $102,418 or approximately $0.0068 per share.
DILUTION TABLE
The price of the current offering is fixed at $0.01 per common share. This price
is significantly higher than the price paid by our director and officer for
common equity since the Company's inception on April 17, 2014. Mr. Tomski, our
officer and director, paid $0.001 per share for the 5,000,000 common shares
13
Assuming completion of the offering, there will be up to 15,000,000 common
shares outstanding. The following table illustrates the per common share
dilution that may be experienced by investors at various funding levels.
Percentage of funding 100% 75% 50% 25%
--------------------- ----------- ----------- ----------- -----------
Offering price $ 0.01 $ 0.01 $ 0.01 $ 0.01
Shares after offering 15,000,000 12,500,000 10,000,000 7,500,000
Amount of new funding $ 100,000 $ 75,000 $ 50,000 $ 25,000
Book value before offering (per share) $ 0.00057 $ 0.00057 $ 0.00057 $ 0.00057
Book value after offering (per share) $ 0.00686 $ 0.00623 $ 0.00528 $ 0.00371
Increase per share $ 0.00629 $ 0.00566 $ 0.00472 $ 0.00314
Dilution to investors $ 0.00314 $ 0.00377 $ 0.00472 $ 0.00629
Dilution as percentage 31% 38% 47% 63%
The following table summarizes the number and percentage of shares purchased the
amount and percentage of consideration paid and the average price per share paid
by our existing stockholder and by new investors in this offering:
Percentage of
Price per Shares Total Number Consideration
Share Held of Ownership Paid
----- ---- ------------ ----
Existing Stockholder $0.001 5,000,000 33.3% $ 5,000
Investors in This Offering $ 0.01 10,000,000 66.7% $10,000
PLAN OF DISTRIBUTION
This is a self-underwritten offering. There are no plans or arrangements to
enter into any contracts or agreements to sell the Shares with a broker or
dealer. Mr. Tomski, our officer and director, will sell the shares and intends
to offer them to friends, family members and business acquaintances with no
commission or other remuneration payable to him for any Shares he sells. In
offering the securities on our behalf, he will rely on the safe harbor from
broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange
Act of 1934.
He will not register as a broker-dealer pursuant to Section 15 of the Securities
Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those
conditions under which a person associated with an issuer, may participate in
the offering of the issuer's securities and not be deemed to be a broker-dealer.
Our officer and director satisfies the requirements of Rule 3a4-1, because he:
(a) is not subject to a statutory disqualification, as that term is
defined in Section 3(a)(39)of the Act, at the time of his
participation; and
(b) will not be compensated in connection with his participation by the
payment of commissions or other remuneration based either directly or
indirectly on transactions in securities; and
(c) is not, nor will he be at the time of his participation in the
offering, an associated person of a broker-dealer; and
(d) meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the
Exchange Act, in that he (A) primarily performs, or is intended
primarily to perform at the end of the offering, substantial duties
for or on behalf of our company, other than in connection with
transactions in securities; and (B) is not a broker or dealer, or been
associated person of a broker or dealer, within the preceding twelve
months; and (C) has not participated in selling and offering
securities for any Issuer more than once every twelve months other
than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).
Only after our registration statement is declared effective by the SEC, do we
intend to advertise, through our website, and hold investment meetings in Arad,
Israel. We will not utilize the internet to advertise our offering. Mr. Tomski
will also distribute the Prospectus to potential investors at the meetings, to
business associates and to his friends and relatives who are interested in us
and a possible investment in the offering. No Shares purchased in this offering
will be subject to any kind of lock-up agreement.
Our officer, director, control person and his affiliates do not intend to
purchase any Shares in this offering.
14
We intend to sell our Shares outside the United States, particularly in Israel.
SECTION 15(G) OF THE EXCHANGE ACT
Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules
15g-1 through 15g-6 and Rule 15g-9 promulgated there under, impose additional
sales practice requirements on broker/dealers who sell our securities to persons
other than established customers and accredited investors (generally
institutions with assets in excess of $5,000,000 or individuals with net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouses). While Section 15(g) and Rules 15g-1 through 15g-6 apply to
brokers-dealers, they do not apply to us.
Rule 15g-1 exempts a number of specific transactions from the scope of the penny
stock rules. Rule 15g-2 declares unlawful broker/dealer transactions in penny
stocks unless the broker/dealer has first provided to the customer a
standardized disclosure document.
Rule 15g-3 provides that it is unlawful for a broker/dealer to engage in a penny
stock transaction unless the broker/dealer first discloses and subsequently
confirms to the customer current quotation prices or similar market information
concerning the penny stock in question.
Rule 15g-4 prohibits broker/dealers from completing penny stock transactions for
a customer unless the broker/dealer first discloses to the customer the amount
of compensation or other remuneration received as a result of the penny stock
transaction.
Rule 15g-5 requires that a broker/dealer executing a penny stock transaction,
other than one exempt under Rule 15g-1, disclose to its customer, at the time of
or prior to the transaction, information about the sales persons compensation.
Rule 15g-6 requires broker/dealers selling penny stocks to provide their
customers with monthly account statements.
Rule 15g-9 requires broker/dealers to approve the transaction for the customer's
account; obtain a written agreement from the customer setting forth the identity
and quantity of the stock being purchased; obtain from the customer information
regarding her investment experience; make a determination that the investment is
suitable for the investor; deliver to the customer a written statement for the
basis for the suitability determination; notify the customer of her rights and
remedies in cases of fraud in penny stock transactions; and, the FINRA's toll
free telephone number and the central number of the North American Securities
Administrators Association, for information on the disciplinary history of
broker/dealers and their associated persons.
The application of the penny stock rules may affect your ability to resell your
Shares.
TERMS OF THE OFFERING
The Shares will be sold at the fixed price of $0.01 per share until the
completion of this offering. There is no minimum amount of subscription required
per investor, and subscriptions, once received, are irrevocable.
This offering will commence on the date of this Prospectus is effective and
continue for a period not to exceed 180 days (the "Expiration Date").
PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION
If you decide to subscribe for any shares in this offering, you will be required
to execute a Subscription Agreement and tender it, together with a check or
certified funds to us. Subscriptions, once received by the company, are
irrevocable.
RIGHT TO REJECT SUBSCRIPTIONS
We maintain the right to accept or reject subscriptions in whole or in part, for
any reason or for no reason. All monies from rejected subscriptions will be
returned immediately by us to the subscriber, without interest or deductions.
Subscriptions for securities will be accepted or rejected within 48 hours of our
having received them.
DESCRIPTION OF SECURITIES TO BE REGISTERED
CAPITAL STOCK
Our authorized capital stock consists of 75,000,000 shares of common stock with
a par value of $0.001 per share.
15
COMMON STOCK
The holders of our common stock currently have (i) equal ratable rights to
dividends from funds legally available therefore, when, as and if declared by
the Board of Directors of the Company; (ii) are entitled to share ratably in all
of the assets of the Company available for distribution to holders of common
stock upon liquidation, dissolution or winding up of the affairs of the Company
(iii) do not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights applicable thereto; and (iv) are
entitled to one non-cumulative vote per share on all matters on which stock
holders may vote.
NON-CUMULATIVE VOTING
Holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose, and, in that event, the holders of the remaining shares will not
be able to elect any of our directors. After this offering is completed,
assuming the sale of all of the shares of common stock, our present stockholder
will own approximately 33% of our outstanding shares.
Please refer to the Company's Articles of Incorporation, Bylaws and the
applicable statutes of the State of Nevada for a more complete description of
the rights and liabilities of holders of the Company's securities.
PREFERRED STOCK
We do not have an authorized class of preferred stock.
OPTIONS, WARRANTS AND RIGHTS
There are no outstanding options, warrants, or similar rights to purchase any of
our securities.
SHARES ELIGIBLE FOR FUTURE RESALE
GENERAL
There is no public market for our common stock. We cannot predict the effect, if
any, that market sales of shares of our common stock or the availability of
shares of our common stock for sale will have on the market price of our common
stock. Sales of substantial amounts of our common stock in the public market
could adversely affect the market prices of our common stock and could impair
our future ability to raise capital through the sale of our equity securities.
Upon completion of this offering, based on our outstanding shares as of July 24,
2014, we will have outstanding an aggregate of 15,000,000 shares of our common
stock. Of these shares, upon effectiveness of the registration statement of
which this Prospectus forms a part, the 10,000,000 shares covered hereby will be
freely transferable without restriction or further registration under the
Securities Act.
The remaining 5,000,000 restricted shares of common stock to be outstanding are
owned by our officer and director, known as our "affiliate," and may not be
resold in the public market except in compliance with the registration
requirements of the Securities Act or under an exemption under Rule 144 under
the Securities Act, if available, or otherwise.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this Prospectus as having prepared or certified
any part of this Prospectus or having given an opinion upon the validity of the
securities being registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a contingency
basis, or had, or is to receive, in connection with the offering, a substantial
interest exceeding $100,000, directly or indirectly, in the Company or any of
its parents or subsidiaries. Nor was any such person connected with Asteriko
Corp. or any of its parents or subsidiaries as a promoter, managing or principal
underwriter, voting trustee, director, officer, or employee.
16
EXPERTS
Li and Company, PC, our independent registered public accounting firm, has
audited our financial statements included in this Prospectus and registration
statement to the extent and for the periods set forth in their audit report.
LEGAL MATTERS
RULE 144 SHARES
Currently, none of our securities may be resold pursuant to Rule 144.
The securities sold in this offering can only be resold through registration
under Section 5 the Securities Act of 1933, Section 4(1), if available, for
non-affiliates or by meeting the conditions of Rule 144(i). A holder of our
securities may not rely on the safe harbor from being deemed statutory
underwriter under Section 2(11) of the Securities Act, as provided by Rule 144,
to resell his or her securities. "Form 10 information" is, generally speaking,
the same type of information as we are required to disclose in this Prospectus,
but without an offering of securities.
Matheau J. W. Stout, Esq. has opined on the validity of the shares of common
stock being offered hereby.
Instruction 1 to Item 509 of Regulation S-K requires disclosing whether the
interest of any expert or counsel named in the Prospectus exceeds $50,000. The
interest of any expert or counsel named in the Prospectus does not exceed
$50,000 according to Instruction 1 Item 509 of Regulation S-K.
DESCRIPTION OF OUR BUSINESS
OVERVIEW
We were incorporated on April 17, 2014 in the State of Nevada. We have never
been involved in any reclassification, merger, consolidation or purchase or sale
of a significant amount of assets nor have we ever declared bankruptcy, been in
receivership, or been involved in any legal action or proceedings.
Our independent auditor has issued an audit opinion which includes a statement
expressing substantial doubt as to our ability to continue as a going concern.
EMERGING GROWTH COMPANY STATUS
Because we generated less than $1 billion in total annual gross revenues during
our most recently completed fiscal year, we qualify as an "emerging growth
company" under the Jumpstart Our Business Startups ("JOBS") Act.
We will lose our emerging growth company status on the earliest occurrence of
any of the following events:
1. on the last day of any fiscal year in which we earn at least $1
billion in total annual gross revenues, which amount is adjusted for
inflation every five years;
2. on the last day of the fiscal year of the issuer following the fifth
anniversary of the date of our first sale of common equity securities
pursuant to an effective registration statement;
3. on the date on which we have, during the previous 3-year period,
issued more than $1 billion in non-convertible debt; or
4. the date on which such issuer is deemed to be a `large accelerated
filer', as defined in section 240.12b-2 of title 17, Code of Federal
Regulations, or any successor thereto."
17
A "large accelerated filer" is an issuer that, at the end of its fiscal year,
meets the following conditions:
1. it has an aggregate worldwide market value of the voting and
non-voting common equity held by its non-affiliates of $700 million or
more as of the last business day of the issuer's most recently
completed second fiscal quarter;
2. It has been subject to the requirements of section 13(a) or 15(d) of
the Act for a period of at least twelve calendar months; and
3. It has filed at least one annual report pursuant to section 13(a) or
15(d) of the Act.
As an emerging growth company, exemptions from the following provisions are
available to us:
1. Section 404(b) of the Sarbanes-Oxley Act of 2002, which requires
auditor attestation of internal controls;
2. Section 14A(a) and (b) of the Securities Exchange Act of 1934, which
require companies to hold shareholder advisory votes on executive
compensation and golden parachute compensation;
3. Section 14(i) of the Exchange Act (which has not yet been
implemented), which requires companies to disclose the relationship
between executive compensation actually paid and the financial
performance of the company;
4. Section 953(b)(1) of the Dodd-Frank Act (which has not yet been
implemented), which requires companies to disclose the ratio between
the annual total compensation of the CEO and the median of the annual
total compensation of all employees of the companies; and
5. The requirement to provide certain other executive compensation
disclosure under Item 402 of Regulation S-K. Instead, an emerging
growth company must only comply with the more limited provisions of
Item 402 applicable to smaller reporting companies, regardless of the
issuer's size.
Pursuant to Section 107 of the JOBS Act, an emerging growth company may choose
to forgo such exemption and instead comply with the requirements that apply to
an issuer that is not an emerging growth company. We have elected under this
section of the JOBS Act to maintain our status as an emerging growth company and
take advantage of the JOBS Act provisions relating to complying with new or
revised accounting standards under Section 102(b)(1) of the JOBS Act..
BUSINESS OF ISSUER
INDUSTRY
According to the Occupational Outlook Handbook, the overall employment of
designers and decorators is expected to grow about as fast as the average for
all occupations.
The color-shifting technology is currently used in paint systems, primarily for
automobiles, but there is an increased market demand to extend these color
effects to the new product markets beyond auto market.
Exterior and Interior designers start using color-shifting effects in innovative
ways on areas not traditionally associated with dramatic treatments, e.g. walls,
ceilings and floor coverings of building surfaces. The statement surface
coverings can be used in both residential and commercial environments.
Our company will be designing color-shifting materials for decorative purposes.
Our company proposes the new solution for color-shifting effects that will work
on a number of surfaces used for interior and exterior decoration. This will
include ceiling panels, tiled wall surfaces, and floor decorations.
Our main market segments are:
* Small and medium size businesses - corporate customers, e.g. shops,
hotels, fitness clubs and night clubs owners
* Building contractors and industrial design and architecture companies
* Individuals - home owners
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DESCRIPTION OF PRODUCT OR SERVICES
Our plan is to carry out a phased approach in establishing and development of
Asteriko Corp. In the first phase of development we will focus on developing
design solutions. The second phase will be production and manufacturing.
Our initial product will be lattice panels that are designed for suspended
ceiling. These panels will actively change the color of their surface with the
change of the viewing angle and / or the type of illumination.
Our company intends to provide customers with unique innovative solutions for
their decorative needs:
1. Consulting on application and integration of our panel products into
customer interior or exterior design.
2. Design and engineering of panels to customer-provided design and
specifications.
3. Design of panels for utilization in third party projects.
4. Research and development of custom design dynamic multi-color
decorative materials for customer unique applications.
5. Mass manufacturing in the future
Suspended ceiling panel represents just a small fraction of potentially
available materials for surface decorations. We are in the process of developing
technology for creating dynamic colors on a number of materials commonly used
for surface decorations: tiles, glass, carpets, concrete, brick, etc.
TARGET MARKET AND CLIENTS/POTENTIAL CLIENTS
The main target market for our products and services will include retail and
commercial establishments where unique and original appearance is an integral
part of their success. We will also provide design solutions and materials to
the residential sector.
Our potential customers will be in the following potential sectors:
First Phase:
* Building contractors and industrial design and architecture companies
* Home owners for new builds or renovations
Future phases:
* Retail establishments e.g. boutique and specialty stores
* Commercial establishments including restaurants, night clubs,
theaters, hotels and fitness clubs
Geographically at the initial stage of our development we'll target the North
American markets
SOURCE OF REVENUE
Our main of source of revenue will initially be the sales of design solutions to
the house and building designers, as well as for custom house builders, i.e.
1. Design of color-shifting suspended ceiling panels to customer-provided
specifications
2. Consulting on application and integration of our panels into customer
interior or exterior design.
Another source of revenue will come from the manufacturing of color-shifting
suspended ceiling surfaces for home owners as well as retail and commercial
establishments in the future
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MARKETING STRATEGY
In order to attract customers, our company will create the website and will
promote our product on the website. We will also promote through online
advertisements. For online and website advertising we will use the following
methods:
* File our site to free web directories
* Use shared online advertisements
* Distribute online banners to attract more attention from the customers
and provide credibility to the product
* Advertise through classified ads and blogs
* Add our Website address to the search engines
We will also advertise through local and global classified ads, and social
networking. Sales literature, i.e. brochures will be printed to provide
necessary company product and service information. We will organize onside
presentation for perspective clients and demonstrate samples of our products.
COMPETITION AND COMPETITIVE STRATEGY
Currently there are no direct competitors that are offering the same products
because the product that our company proposes is unique to the design industry.
Our product uses a unique and innovative technological solution that is low-cost
and economical in comparison to our competitors. There is also the difference in
application of our innovative technology. There are numbers of potential
competitors that provide some elements of what Asteriko Crop., will offer to its
customers.
We cannot guarantee that we will be able to attract enough customers and that we
will be able to compete effectively because we have not yet begun operations. We
do not have a competitive position relative to these other companies. Once we
launch operations, we hope to compete on the basis of price, quality and the
novelty of our services. We intend to offer new services to the design industry.
Our operations and our ability to generate revenues will be harmed if we are
unable to establish a reputation as a provider of quality innovative products
and services.
Currently, our competitive position within the industry is negligible in light
of the fact that we have not started our operations.
SOURCES AND AVAILABILITY OF PRODUCTS AND SUPPLIES
We believe that with our President's industry experience and connections will
enable us to develop the various aspects of the business. Mr. Tomski has
experience with the design and engineering of products and also experience in
arranging promotion and marketing packages.
We believe there are no constraints on the sources or availability of products,
materials and supplies related to the development of our suspended panels.
DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS
We believe that, because of the potentially broad base of customers for our
services, we will not rely on one or few major customers.
PATENT, TRADEMARK, LICENSE & FRANCHISE RESTRICTIONS AND CONTRACTUAL OBLIGATIONS
& CONCESSIONS
There are no inherent factors or circumstances associated with this industry, or
any of the products or services that we expect to be providing that would give
rise to any patent, trademark or license infringements or violations. We have
not entered into any franchise agreements or other contracts that have given, or
could give rise to obligations or concessions.
Out web domain and IP address as well as company information will be protected
by our domain host.
We do not own, either legally or beneficially, any patents or trademarks
GOVERNMENTAL AND INDUSTRY REGULATIONS
We will be subject to federal and state laws and regulations that relate
directly or indirectly to our operations including federal securities laws. We
will also be subject to common business and tax rules and regulations pertaining
to the operation of our business.
RESEARCH AND DEVELOPMENT ACTIVITIES AND COSTS
We have not spent any funds on research and development activities to date.
20
COMPLIANCE WITH ENVIRONMENTAL LAWS
Our operations are not subject to any environmental laws.
FACILITIES
We do not own or rent facilities of any kind. We plan to conduct our operations
from the facilities that our President provides to us free of charge.
EMPLOYEES
We have commenced only limited operations, and currently have two employees -
our officer and director Mr. Tomski, who spends approximately fifteen hours a
week on our business and our treasurer Ms. Ksenia Tomskaia, who spends up to
five hours a week on the operation of our company.
REPORTS TO STOCKHOLDERS
We are not currently a reporting company, but upon effectiveness of the
registration statement, of which this Prospectus forms a part, we will be
required to file reports with the SEC pursuant to the Securities Exchange Act of
1934, as amended. These reports include annual reports on Form 10-K, quarterly
reports on Form 10-Q and current reports on Form 8-K. You may obtain copies of
these reports from the SEC's Public Reference Room at 100 F Street, NE.,
Washington, DC 20549, on official business days during the hours of 10 a.m. to 3
p.m. or on the SEC's website, at www.sec.gov. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
We will also make these reports available on our website - www.asteriko.com
DESCRIPTION OF PROPERTY
We do not currently own any property. We are currently operating out of the
premises of our President, on a rent-free basis during our development stage. We
consider our current principal office space arrangement adequate.
LEGAL MATTERS
We know of no existing or pending legal proceedings against us, nor are we
involved as a plaintiff in any proceeding or pending litigation. There are no
proceedings in which any of our director, officer or any of their respective
affiliates, or any beneficial stockholder, is an adverse party or has a material
interest adverse to our interest. Our address for service of process in Nevada
is 1802 North Carson Street, Suite 108, Carson City, Nevada 89701.
MANAGEMENT
Our executive officer and our treasurer their age as of the date of this
Prospectus is as follows:
Name Age Position
---- --- --------
Ilia Tomski 43 President, Secretary, Chief Executive Officer
and member of the Board of Directors.
Ksenia Tomskaia 43 Treasurer
The persons named above have held their offices/positions since the inception of
our company and are expected to hold their offices/positions until the next
annual meeting of our stockholders.
BIOGRAPHICAL INFORMATION
ILIA TOMSKI
Set forth below is a brief description of the background and business experience
of our executive officer and director:
Ilia Tomski has been our President, Secretary, and a member of the Board of
Directors since our inception on April 17, 2014.
In 2002 Mr. Tomski obtained his Ph.D. in Physics from the University of Toronto.
Mr. Tomski has the following honors and accomplishments:
21
2003-2005 NSERC Industrial Fellowship
Author and co-author of a number of industrial patents
Author and co-author of several scientific publications in internationally
renowned journals
Member of American Society for Mass Spectrometry (ASMS)
Throughout his career Mr. Tomski has been involved with design and manufacturing
of high-tech industrial equipment. Currently he manages design and manufacturing
in the company involved with land exploration and natural resources surveying.
His international experience includes:
Designer position in R&D department of high-tech industrial company in New
Haven, Connecticut (2002-2003)
Research scientist with the University of Maryland Department Of Physics
(2007-2008)
Mr. Tomski's schedule currently allows him to spend up to fifteen hours a week
on the operations of our company. He indicates that he is willing to spend more
time with the business as it grows and his services are needed. We anticipate
that he will eventually be required to spend about 30 hours a week on matters
related to our business.
The specific experience, qualifications, attributes, and skills that led to the
conclusion that Mr. Tomski serve as our director were his business experience in
design, manufacturing and project management.
KSENIA TOMSKAIA
Set forth below is a brief description of the background and business experience
of our treasurer: Ksenia Tomskaia.
Ksenia Tomskaia has been our Treasurer since our inception on April 17, 2014.
Ms. Tomskaia schedule currently allows her to spend up to five hours a week on
the operations of our company. She indicates that she is willing to delegate
more of her business time as our business grows and her services are needed.
Ksenia Tomskaia has the following education and qualifications:
Software Programming Diploma, PrimeTech Institute, Toronto, Canada, 1998
BMO Financial Business Analysis Professional Accreditation Program, Toronto,
Canada 2011
Ms. Tomskaia professional career includes:
Programmer Analyst and Quality Assurance Analyst, Canada Life Assurance Company,
Toronto, Canada (1999-2005)
Senior Business Analyst, BMO Financial Group, Toronto Canada (2005-present)
During the past ten years, Mr. Tomski & Ms. Tomskaia has not been the subject of
the following events:
1. Any bankruptcy petition filed by or against any business of which
either were a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time.
2. Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding.
3. An order, judgment, or decree, not subsequently reversed, suspended or
vacated, or any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting
either Mr. Tomski or Ms. Tomskaia involvement in any type of business,
securities or banking activities.
4. Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Future Trading
Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or
vacated.
BOARD COMPOSITION
Our Bylaws provide that the Board of Directors shall consist of at least one
member, and that our shareholders shall determine the number of directors from
time to time. Each director serves for a term that expires until the next annual
meeting of shareholders and until his successor shall have been elected and
qualified, or until his earlier resignation, removal from office, or death.
COMMITTEES OF THE BOARD OF DIRECTORS
We do not presently have a separately constituted audit committee, compensation
committee, nominating committee, executive committee or any other committees of
our Board of Directors. Nor do we have an audit committee "financial expert." As
such, our entire Board of Directors acts as our audit committee and handles
matters related to compensation and nominations of directors.
POTENTIAL CONFLICTS OF INTEREST
Since we do not have an audit or compensation committee comprised of independent
directors, the functions that would have been performed by such committees are
performed by our director. Thus, there is an inherent conflict of interest.
22
DIRECTOR INDEPENDENCE
As of the date of this Registration Statement filed on Form S-1, we have no
independent directors.
SIGNIFICANT EMPLOYEES
We have no significant employees other than the executive officers described
above.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
No director, person nominated to become a director, executive officer, promoter
or control person of our company has, during the last ten years: (i) been
convicted in or is currently subject to a pending a criminal proceeding
(excluding traffic violations and other minor offenses); (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to any federal or state securities or banking or commodities
laws including, without limitation, in any way limiting involvement in any
business activity, or finding any violation with respect to such law, nor (iii)
any bankruptcy petition been filed by or against the business of which such
person was an executive officer or a general partner, whether at the time of the
bankruptcy or for the two years prior thereto.
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
We have not implemented a formal policy or procedure by which our stockholders
can communicate directly with our Board of Directors. Nevertheless, every effort
will be made to ensure that the views of stockholders are heard by the Board of
Directors, and that appropriate responses are provided to stockholders in a
timely manner. During the upcoming year, our Board will continue to monitor
whether it would be appropriate to adopt such a process.
EXECUTIVE COMPENSATION
Since our incorporation on April 17, 2014, we have not compensated and have no
arrangements to compensate our President and Director Mr. Tomski for his
services to us as an officer. However, we anticipate that Mr. Tomski will
receive compensation from the Company once cash flow that we generate from
operations significantly exceeds our total expenses. We have not granted any
stock options to Mr. Tomski; there are no stock option, retirement, pension, or
profit sharing plans for the benefit of Mr. Tomski; and, we have not entered
into any employment or consulting agreements with Mr. Tomski. However, as
President and Director of the company Mr. Tomski has the power to set his own
compensation.
The following table sets forth the compensation paid by us for the period from
inception until June 30st, 2014 and subsequent thereto, for our president and
treasurer. This information includes the dollar value of base salaries, bonus
awards and number of stock options granted, and certain other compensation, if
any. The compensation addresses all compensation awarded to, earned by, or paid
to our named executive officers.
Change in
Pension
Value and
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Totals($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- ---------
Ilia Tomski 2014 Nil Nil Nil Nil Nil Nil Nil Nil
President,
Chief Executive
Officer and
Director
Ksenia Tomskaia 2014 Nil Nil Nil Nil Nil Nil Nil Nil
Treasurer
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OUTSTANDING EQUITY AWARDS AT JUNE 30ST 2014
We do not currently have a stock option plan nor did any long-term incentive
plans that provide compensation intend to serve as an incentive for performance.
No individual grants of stock options or other equity incentive awards have been
made to our executive oficers since our inception; accordingly, none were
outstanding at June 30, 2014.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT, CHANGE-IN-CONTROL ARRANGEMENTS
There are currently no employments or other contracts or arrangements with our
executive officers. There are no compensation plans or arrangements, including
payments to be made by us, with respect to our officer or director that would
result from the resignation, retirement or any other termination of such person
from us. There are no arrangements for our director or officer that would result
from a change-in-control.
LONG-TERM INCENTIVE PLAN AWARDS
We do not have any long-term incentive plans that provide compensation intended
to serve as incentive for performance.
COMPENSATION OF DIRECTORS
The members of our board of directors are not compensated for their services.
The board has not implemented a plan to award options to any directors. There
are no contractual arrangements with any member of the board of directors. We
have no director's service contracts.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than the transactions discussed below, none of the following parties has,
since the date of incorporation, had any material interest, direct or indirect,
in any transaction with us or in any presently proposed transaction that has or
will materially affect us:
- The Officers and Directors;
- Any Person proposed as a nominee for election as a director;
- Any person who beneficially owns, directly or indirectly, shares
carrying more than 5% of the voting rights attached to the outstanding
shares of common stock;
- Any relative or spouse of any of the foregoing persons who have the
same house as such person.
On May 12, 2014, we issued an aggregate of 5,000,000 shares of our common stock
to our President and Director , Ilia Tomski, for a purchase price of $0.001 per
share or for aggregate consideration of $5,000. The shares were issued under
Regulation S of the Securities Act of 1933.
Since inception date April 17, 2014 until June 30, 2014, our president, Ilia
Tomski, advanced $5,000 to us as a secured non-interest bearing loan with no
fixed terms of repayment.
Our business plan contemplates that we will eventually enter into a management
agreement with Mr. Tomski whereby he will provide management services to us in
consideration of a monthly fee. However, we do not anticipate entering into such
an agreement with Mr. Tomski until our cash flow from operations justifies such
an agreement.
We have not entered into any other transaction, nor are there any proposed
transactions, in which our President and Director , or any significant
stockholder, or any member of the immediate family of any of the foregoing, had
or is to have a direct or indirect material interest.
Our President and Director may be considered a promoter of the Company due to
his participation in and management of the business since our incorporation.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
On October 19, 2014, we issued an aggregate of 5,000,000 shares of our common
stock to our director for aggregate consideration of $5,000.
The following table sets forth information regarding the beneficial ownership of
our common stock as of May 12, 2014 for our director. There is no other person
or group of affiliated persons, known by us to beneficially own more than 5% of
our common stock.
We have determined beneficial ownership in accordance with the rules of the
Securities and Exchange Commission. These rules generally attribute beneficial
ownership of securities to persons who possess sole or shared voting power or
investment power with respect to those securities. The person is also deemed to
be a beneficial owner of any security of which that person has a right to
acquire beneficial ownership within 60 days. Unless otherwise indicated, the
person identified in this table has sole voting and investment power with
respect to all shares shown as beneficially owned by him, subject to applicable
community property laws, and the address for each person listed in the table is
Asteriko Corp., 6 Corporate Way, Suite 2-6834, Valley Cottage, NY 10989.
The percentage ownership information shown in the table below is calculated
based on 5,000,000 shares of our common stock issued and outstanding as of May
12, 2014. We do not have any outstanding options, warrants or other securities
exercisable for or convertible into shares of our common stock.
No. of No. of Percentage of
Name and Address Common Stock Common Stock Ownership
of Beneficial Owner Before Offering After Offering Before Offering
------------------- --------------- -------------- ---------------
Ilia Tomski 5,000,000 5,000,000 100%
Ksenia Tomskaia 0 0 0
Officers and directors
(2 persons) 5,000,000 5,000,000 100%
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers, and persons who own more than ten percent of our common
stock, to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes of ownership of our common stock. Officers,
directors and greater than ten percent stockholders are required by SEC
regulation to furnish us with copies of all Section 16(a) forms they file.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended, may be permitted to our directors, officers or persons
controlling us, we have been advised that it is the Securities and Exchange
Commission's opinion that such indemnification is against public policy as
expressed in such act and is, therefore, unenforceable.
MANAGEMENT'S DISCUSSION AND ANALYSIS
You should read the following discussion and analysis of our financial condition
and results of operations together with our consolidated financial statements
and the related notes and other financial information included elsewhere in this
Prospectus. Some of the information contained in this discussion and analysis or
set forth elsewhere in this Prospectus, including information with respect to
our plans and strategy for our business and related financing, includes
forward-looking statements that involve risks and uncertainties. You should
review the "Risk Factors" section of this Prospectus for a discussion of
important factors that could cause actual results to differ materially from the
results described in or implied by the forward-looking statements contained in
the following discussion and analysis.
Our cash balance is $10,000 as of June 30, 2014. We believe our cash balance is
not sufficient to fund our limited levels of operations for any period of time.
We have been utilizing funds received from our President and Director from the
purchase of shares. He has no commitment, arrangement or legal obligation to
advance or loan funds to the company. In order to implement our plan of
operations for the next twelve month period, we require a minimum of $25,000
(approximately $9,500 of which we anticipate will be costs associated with being
a public company) of funding from this offering. Being a development stage
25
company, we have very limited operating history. After twelve months period we
may need additional financing. We do not currently have any arrangements for
additional financing. Our principal executive offices are located at 616
Corporate Way, Suite 2-6834, Valley Cottage, NY 10989. Our phone number is (845)
512-5020.
Our independent registered public accountant has issued a going concern opinion.
This means that there is substantial doubt that we can continue as an on-going
business for the next twelve months unless we obtain additional capital to pay
our bills. This is because we have generated revenues of $3,239 as of June 30,
2014; no significant additional revenue is anticipated until we complete our
initial business development. There is no assurance we will ever reach that
stage.
To meet our need for cash we are attempting to raise money from this offering.
We believe that we will be able to raise enough money through this offering to
start our proposed operations but we cannot guarantee that once we start
operations we will stay in business after doing so. If we are unable to
successfully attract customers to buy our Web Services we may quickly use up the
proceeds from this offering and will need to find alternative sources. At the
present time, we have not made any arrangements to raise additional cash, other
than through this offering.
We are an "emerging growth company," as defined in the JOBS Act, and we may take
advantage of certain exemptions from various reporting requirements that are
applicable to other public companies that are not "emerging growth companies"
including, but not limited to, not being required to comply with the auditor
attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in our periodic reports
and proxy statements, and exemptions from the requirements of holding an annual
non-binding advisory vote on executive compensation and nonbinding stockholder
approval of any golden parachute payments not previously approved. In addition,
Section 107 of the JOBS Act also provides that an "emerging growth company" can
take advantage of the extended transition period provided in Section 7(a)(2)(B)
of the Securities Act for complying with new or revised accounting standards. In
other words, an "emerging growth company" can delay the adoption of certain
accounting standards until those standards would otherwise apply to private
companies. However, we are choosing to "opt out" of such extended transition
period, and as a result, we will comply with new or revised accounting standards
on the relevant dates on which adoption of such standards is required for
non-emerging growth companies. Section 107 of the JOBS Act provides that our
decision to opt out of the extended transition period for complying with new or
revised accounting standards is irrevocable.
RESULTS OF OPERATIONS FROM INCEPTION ON APRIL 17, 2014 TO JUNE 30, 2014
From inception to June 30, 2014, our operating expenses were comprised of
professional fees of $3,078 and general and administrative expenses of $2,743.
We have generated revenue of $3,239 from sales of color changing ceiling panels
to the following customers:
* $890 GLIC-ART;
* $1,636 XAN Systems;
* $713 Artline Engraving Design.
We currently anticipate a substantial increase in our legal and accounting fees
over the course of the next 12 months as a result of becoming a reporting
company with the SEC, and will be approximately $9,500. Since inception, we sold
5,000,000 shares of common stock to our President and Director for $5,000.
ACTIVITIES TO DATE
A substantial portion of our activities to date has involved developing a
business plan. Our President has also developed Plan of Operations. We have
established the company office and provided information session and consulting
about our services to one prospective customer.
PLAN OF OPERATIONS
We anticipate that our legal and accounting fees will increase to $9,500 over
the next 12 months as a result of becoming a reporting company with the SEC.
26
We have not started our proposed business operations and do not expect to do so
until approximately 180 days after we have completed this offering.
Below is the summary of our business plan (Scenario 1 - 25% of our offering is
sold) that includes the following activities and expenditures:
Month 1
1. Prepare high level solution design for three different types suspended
ceiling panels - $500.
a. Grid type transparent panel
b. Foam base panel and semitransparent LED backlit foam color shifting
panel
c. 3D lattice panel
2. Purchase accounting software - $1,000
3. Develop company website - $800
Month 2
1. Purchase design software - $1,000
2. Prepare detailed design for the 1st type of suspended ceiling panel: grid
type - $500
a. Low density grid
b. High density grid
c. Variable density grid
d. Develop color pallets for grid type panel
3. Finalize variable angle spray-painting process
4. Start online and website advertisement
a. Promote the new grid panel on the website
b. Distribute online banners and add our website URL to search engines,
e.g. Google - $200
Month 3
1. Initiate detailed design for the 2nd type of suspended ceiling panels: foam
base - $500
a. Finalize conceptual designs for semitransparent LED back-lit
color-shifting ceiling panels.
b. Start sourcing adhesives and clamps for foam board attachments.
c. Finalize multi-angle spray painting process for foam application
d. Start preparing engineering drawings.
2. Continue web advertisement
a. Update website with the foam base panel $100
b. Continue Google advertisement $200
Total 1st quarter: $4,800
Month 4
1. Initiate detailed design for the 3rd type of suspended ceiling panels: 3D
lattice - $500
a. Select different materials for potential application to manufacturing
of 3D lattice color -shifting ceiling panels: high-density foam and
molded plastic
b. Adopt panel design to existing commercially available mounting
systems.
c. Start preparing detailed engineering drawings
2. Continue marketing campaign online and on the Company website $100
3. Prepare promotional printed materials and advertisements: marketing
brochures - $300
27
Month 5
1. Continue detailed design 3rd type of suspended ceiling panels: 3D lattice -
$500
a. Finalize material selection for the initial set of panels
b. Color-shifting interlocking panels, start developing patterns and
color pallets
2. Continue marketing campaign on the website and online - $100
3. Print and distribute advertisement materials to prospective customers $300
4. Prepare presentation for prospective customers - $500
Month 6
1. Acquire sample paint and necessary tools to produce product samples: grid
type panels - $1,000
2. Using our own premises, setup workshop for producing samples: grid type
panels $1,000
3. Print more sales literature : marketing brochures $200
4. Contact prospective clients and distribute targeted advertisement
materials: $300
Total 2nd quarter: $4,800
Month 7
1. Produce first samples of the ceiling panels: grid type $500
2. Organize onside presentation for perspective clients and demonstrate
samples: grid type color-shifting panels $200
3. Continue marketing campaign online and on the company website $200
Month 8
1. Add/update advertisement on the company website and online: grid, foam base
and 3D lattice panels $200
2. Continue marketing campaign: distribute marketing materials to prospective
clients $200
3. Continue onsite and offsite presentations to potential clients $300
Month 9
1. Collect and document requirements from customers to start on
custom-designed whole ceiling solutions using available grid type stock
panels $300
2. Start design and engineering of color-shifting ceiling panels to
customer-provided specifications $500
3. Continue marketing campaign for all types of panel $200
Total 3rd quarter: $2,600
Month 10
1. Continue collecting and documenting customer provided information and
design preferences in order to generate the initial set of color-shifting
ceiling designs for the most common and demanded applications using foam
and 3D-latice panels $300
2. Finalize material and color selection for the initial set of designs
proposed for foam color-shifting ceiling panel sample production - $400.
3. Start online and website advertisement for the new type of ceiling tiles:
foam and 3D-latice $200
4. Promote new ceiling panels on the company website
5. Distribute online banners for new ceiling panel types and add our website
URL to search engines, e.g. Google $200
28
Month 11
1. Establish office - $1400
2. Buy tools and materials for producing samples of color-shifting ceiling
panels of the foam and the 3D lattice type$1,000
3. Continue design work to customer-provided specifications for existing and
new clients: ceiling panels $300
4. Continue marketing campaign online and on the company website $100
Month 12
1. Produce first samples of ceiling panels of the foam and the 3D lattice
tiles $500
2. Continue marketing campaign: distribute marketing materials to prospective
clients $2,300
3. Continue marketing campaign through online banners and on the company
website $1,300
4. Start looking for available contractors to manufacture ceiling panels
Total 4th quarter: $4,700
Legal and Professional $9,500
Total Cost for 12 months $25,000
OFF BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2014, the Company had $10,000 cash and liabilities of $8,984. The
available capital reserves of the Company are sufficient for the Company to
remain operational.
Our estimation of the number of months we can sustain operations: Our negative
cash flow per month is: $5,821/2.5=2,328 (estimated based on the current period
expenses). Based on this estimate and on current cash on hand we can sustain
operations until October 2014 ($10,000/2,328 = 4.3 months).
Since inception, we have sold 5,000,000 shares of common stocks to our President
and Director , at a price of $0.001 per share, for aggregate proceeds of $5,000.
Our President and Director also provided $5,000 long term loan to the company.
We are attempting to raise funds to proceed with our plan of operation. Our
current cash on hand will be used to pay the fees and expenses of this offering.
We will have to utilize funds from our President and Director . However, he has
no formal commitment, arrangement or legal obligation to advance or loan funds
to the company. To proceed with our operations for 12 months, we need a minimum
of $25,000. We cannot guarantee that we will be able to sell all the shares
required to satisfy our 12 months financial requirement. If we are successful,
any money raised will be applied to the items set forth in the Use of Proceeds
section of this Prospectus. In the long term we may need additional financing.
We do not currently have any arrangements for additional financing. Obtaining
additional funding will be subject to a number of factors, including general
market conditions, investor acceptance of our business plan and initial results
from our business operations. These factors may impact the timing, amount, terms
or conditions of additional financing available to us. There is no assurance
that any additional financing will be available or if available, on terms that
will be acceptable to us.
GOING CONCERN CONSIDERATION
Our auditors have issued a "going concern" opinion, meaning that there is
substantial doubt if we can continue as an on-going business for the next twelve
months unless we obtain additional capital. No substantial revenues are
anticipated until we have completed the financing from this offering and
implemented our plan of operations. Our only source for cash at this time is
29
investments by others in this offering. We must raise cash to implement our
strategy and stay in business. If we sell at least 25% of the shares in the
offering we believe that we will have the resources to operate for the next 12
months, including for the costs associated with becoming a publicly reporting
company. The company anticipates over the next 12 months the cost of being a
reporting public company will be approximately $9,500
LIMITED OPERATING HISTORY AND NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an
evaluation of our performance. We are in start-up stage operations and have
generated nominal revenues of $3,238 from the several clients (GLICK-ART, XAN
SYSTEMS Inc., and Artline Engraving Design) as of the date of this Prospectus.
We cannot guarantee we will be successful in our business operations. Our
business is subject to risks inherent in the establishment of a new business
enterprise, including limited capital resources and possible cost overruns due
to price and cost increases in services and products.
AVAILABLE INFORMATION
We do not plan to register our common stock under Section 12(g) of the
Securities Exchange Act of 1934 ("Exchange Act") by filing a Form 8-A on a
pre-effective basis. The consequences to investors of us being a Section 15(d)
registrant in comparison to a Section 12(g) registrant are as follows: Under
Section 15(d) of the Exchange Act, we are not required to file periodic reports
if we have less than 300 holders of record for the fiscal year after the year of
effectiveness. if we do not register our securities under Section 12 of the
Exchange Act, we may not have an ongoing periodic reporting obligation and will
not be subject to the Commission's proxy rules and Section 16 of the Exchange
Act.
We have not previously been required to comply with the reporting requirements
of the Securities Exchange Act. We have filed with the SEC a registration
statement on Form S-1 to register the securities offered by this Prospectus. For
future information about us and the securities offered under this Prospectus,
you may refer to the registration statement and to the exhibits filed as a part
of the registration statement. In addition, after the effective date of this
Prospectus, we will be required to file annual, quarterly and current reports,
or other information with the SEC as provided by the Securities Exchange Act.
You may read and copy any reports, statements or other information we file at
the SEC's public reference facility maintained by the SEC at 100 F Street, N.E.,
Washington, D.C. 20549. Our SEC filings are available to the public through the
SEC Internet site at www.sec.gov.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
The Nevada General Corporation Law requires us to indemnify officers and
directors for any expenses incurred by any officer or director in connection
with any actions or proceedings, whether civil, criminal, administrative, or
investigative, brought against such officer or director because of his or her
status as an officer or director, to the extent that the director or officer has
been successful on the merits or otherwise in defense of the action or
proceeding. The Nevada General Corporation Law permits a corporation to
indemnify an officer or director, even in the absence of an agreement to do so,
for expenses incurred in connection with any action or proceeding if such
officer or director acted in good faith and in a manner in which he or she
reasonably believed to be in or not opposed to the best interests of the
corporation and such indemnification is authorized by the stockholders, by a
quorum of disinterested directors, by independent legal counsel in a written
opinion authorized by a majority vote of a quorum of directors consisting of
disinterested directors, or by independent legal counsel in a written opinion if
a quorum of disinterested directors cannot be obtained.
The Nevada General Corporation Law prohibits indemnification of a director or
officer if a final adjudication establishes that the officer's or director's
acts or omissions involved intentional misconduct, fraud, or a knowing violation
of the law and were material to the cause of action. Despite the foregoing
limitations on indemnification, the Nevada General Corporation Law may permit an
officer or director to apply to the court for approval of indemnification even
if the officer or director is adjudged to have committed intentional misconduct,
fraud, or a knowing violation of the law.
The Nevada General Corporation Law also provides that indemnification of
directors is not permitted for the unlawful payment of distributions, except for
those directors registering their dissent to the payment of the distribution.
30
According to Article 11 of our Bylaws, we are authorized to indemnify our
directors to the fullest extent authorized under Nevada law subject to certain
specified limitations.
Insofar as indemnification for liabilities arising under the Securities Act may
be provided to directors, officers or persons controlling us pursuant to the
foregoing provisions, we have been informed that, in the opinion of the SEC,
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.
WHERE YOU CAN GET MORE INFORMATION
We have filed with the SEC a Registration Statement on Form S-1 (including
exhibits) under the Securities Act with respect to the shares to be sold in this
Offering. This Prospectus, which forms part of the Registration Statement, does
not contain all the information set forth in the Registration Statement as some
portions have been omitted in accordance with the rules and regulations of the
SEC. For further information with respect to our Company and the Shares offered
in this Prospectus, reference is made to the Registration Statement, including
the exhibits filed thereto, and the financial statements and notes filed as a
part thereof. With respect to each such document filed with the SEC as an
exhibit to the Registration Statement, reference is made to the exhibit for a
more complete description of the matter involved. We are not currently subject
to the informational requirements of the Securities Exchange Act of 1934 (the
"Exchange Act"). As a result of the offering of the Shares of our common stock,
we will become subject to the informational requirements of the Exchange Act,
and, in accordance therewith, we will file quarterly and annual reports and
other information with the SEC and send a copy of our annual report together
with audited consolidated financial statements to each of our shareholders. The
Registration Statement, such reports and other information may be inspected and
copied at the Public Reference Room of the SEC located at 100 F Street, N. E.,
Washington, D. C. 20549. Copies of such materials, including copies of all or
any portion of the Registration Statement, may be obtained from the Public
Reference Room of the SEC at prescribed rates. You may call the SEC at
1-800-SEC-0330 to obtain information on the operation of the Public Reference
Room. Such materials may also be accessed electronically by means of the SEC's
home page on the internet (http://www.sec.gov).
31
Asteriko Corp
June 30 2014
Index to the Financial Statements
Contents Page(s)
-------- -------
Report of Independent Registered Public Accounting Firm ................ F-2
Balance Sheet as of June 30, 2014....................................... F-3
Statement of Operations for the period from April 17, 2014
(Inception) through June 30, 2014....................................... F-4
Statement of Stockholder's Equity for the period from April 17, 2014
(Inception) through June 30, 2014....................................... F-5
Statement of Cash Flows for the period from April 17, 2014
(Inception) through June 30, 2014....................................... F-6
Notes to the Financial Statements ...................................... F-7
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Asteriko Corp.
We have audited the accompanying balance sheet of Asteriko Corp. (the "Company")
as of June 30, 2014 and the related statements of operations, stockholders'
equity and cash flows for the period from April 17, 2014 (inception) through
June 30, 2014. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the 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 includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of June 30, 2014
and the results of its operations and its cash flows for the period from April
17, 2014 (inception) through June 30, 2014 in conformity with accounting
principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company had a deficit at June 30, 2014, a net loss and
net cash used in operating activities for the period from April 17, 2014
(inception) through June 30, 2014. These factors raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans in
regards to these matters are also described in Note 3. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
/s/ Li and Company, PC
-------------------------------------
Li and Company, PC
Skillman, New Jersey
July 25, 2014
F-2
Asteriko Corp.
Balance Sheet
June 30, 2014
-------------
ASSETS
CURRENT ASSETS
Cash $ 10,000
Accounts receivable 713
--------
Total current assets 10,713
--------
COMPUTER EQUIPMENT
Tools and Equipment 688
Accumulated depreciation (11)
--------
Computer equipment 677
--------
Total assets $ 11,390
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 2,500
Advances from stockholder 6,484
--------
Total current liabilities 8,984
--------
STOCKHOLDERS' EQUITY
Common stock par value $0.001: 75,000,000 shares authorized;
5,000,000 shares issued and outstanding 5,000
Accumulated deficit (2,594)
--------
Total stockholders' equity 2,406
--------
Total liabilities and stockholders' equity $ 11,390
========
See accompanying notes to the financial statements.
F-3
Asteriko Corp.
Statement of Operations
For the Period from
April 17, 2014
(inception)
through
June 30, 2014
-------------
Revenue $ 3,239
Operating Expenses
Professional fees 3,078
General and administrative expenses 2,755
----------
Total operating expenses 5,833
----------
Loss before Income Tax Provision (2,594)
Income Tax Provision --
----------
Net Loss $ (2,594)
==========
Net loss per common share
- Basic and Diluted $ (0.00)
==========
Weighted average common shares outstanding
- Basic and Diluted 5,000,000
==========
See accompanying notes to the financial statements.
F-4
Asteriko Corp.
Statement of Stockholders' Equity
For the period from April 17, 2014 (inception) through June 30, 2014
Common stock
par value $0.001
----------------------- Total
Number of Accumulated Stockholders'
Shares Amount Deficit Equity
------ ------ ------- ------
April 17, 2014 (inception) -- $ -- $ -- $ --
Issuance of common shares for cash
at $0.001 per share upon formation 5,000,000 5,000 5,000
Net loss (2,594) (2,594)
--------- -------- -------- --------
Balance, June 30, 2014 5,000,000 $ 5,000 $ (2,594) $ 2,406
========= ======== ======== ========
See accompanying notes to the financial statements.
F-5
Asteriko Corp.
Statement of Cash Flows
For the Period from
April 17, 2014
(inception)
through
June 30, 2014
-------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (2,594)
Adjustments to reconcile net loss to net
cash used in operating activities:
Amortization expense 11
Changes in operating assets and liabilities:
Accounts receivable (713)
Accounts payable 2,500
--------
NET CASH USED IN OPERATING ACTIVITIES (796)
--------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common shares 5,000
--------
NET CASH PROVIDED BY FINANCING ACTIVITIES 11,484
--------
NET CHANGE IN CASH 10,000
CASH - BEGINNING OF REPORTING PERIOD --
--------
CASH - END OF REPORTING PERIOD $ 10,000
========
Supplemental disclosure of cash flow information:
Interest paid $ --
========
Income tax paid $ --
========
See accompanying notes to the financial statements.
F-6
Asteriko Corp
June 30, 2014
Notes to the Financial Statements
NOTE 1 - ORGANIZATION AND OPERATIONS
ASTERIKO CORP.
Asteriko Corp. (the "Company") was incorporated on April 17, 2014 under the laws
of the State of Nevada. The Company provides customers with unique and
innovative solutions for their decorative needs. The company's initial product
is lattice panels designed for suspended ceiling.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Management of the Company is responsible for the selection and use of
appropriate accounting policies and the appropriateness of accounting policies
and their application. Critical accounting policies and practices are those that
are both most important to the portrayal of the Company's financial condition
and results and require management's most difficult, subjective, or complex
judgments, often as a result of the need to make estimates about the effects of
matters that are inherently uncertain. The Company's significant and critical
accounting policies and practices are disclosed below as required by generally
accepted accounting principles.
BASIS OF PRESENTATION
The Company's financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America ("U.S.
GAAP").
DEVELOPMENT STAGE COMPANY
The Company is a development stage company as defined by section 915-10-20 of
the FASB Accounting Standards Codification. The Company is devoting
substantially all of its efforts on establishing the business and its planned
principal operations have not commenced. All losses accumulated since inception
have been considered as part of the Company's development stage activities.
The Company has elected to adopt early application of Accounting Standards
Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of
Certain Financial Reporting Requirements. Upon adoption, the Company no longer
presents or discloses inception-to-date information and other remaining
disclosure requirements of Topic 915.
FISCAL YEAR-END
The Company elected June 30 as its fiscal year ending date.
USE OF ESTIMATES AND ASSUMPTIONS AND CRITICAL ACCOUNTING ESTIMATES AND
ASSUMPTIONS
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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(s)
of the financial statements and the reported amounts of revenues and expenses
during the reporting period(s).
Critical accounting estimates are estimates for which (a) the nature of the
estimate is material due to the levels of subjectivity and judgment necessary to
account for highly uncertain matters or the susceptibility of such matters to
change and (b) the impact of the estimate on financial condition or operating
performance is material. The Company's critical accounting estimates and
assumptions affecting the financial statements were as follows:
(i) ASSUMPTION AS A GOING CONCERN: Management assumes that the Company
will continue as a going concern, which contemplates continuity of
operations, realization of assets, and liquidation of liabilities in
the normal course of business;
F-7
(ii) VALUATION ALLOWANCE FOR DEFERRED TAX ASSETS: Management assumes that
the realization of the Company's net deferred tax assets resulting
from its net operating loss ("NOL") carry-forwards for Federal income
tax purposes that may be offset against future taxable income was not
considered more likely than not and accordingly, the potential tax
benefits of the net loss carry-forwards are offset by a full valuation
allowance. Management made this assumption based on (a) the Company
has incurred recurring losses, (b) general economic conditions, and
(c) its ability to raise additional funds to support its daily
operations by way of a public or private offering, among other
factors.
These significant accounting estimates or assumptions bear the risk of change
due to the fact that there are uncertainties attached to these estimates or
assumptions, and certain estimates or assumptions are difficult to measure or
value.
Management bases its estimates on historical experience and on various
assumptions that are believed to be reasonable in relation to the financial
statements taken as a whole under the circumstances, the results of which form
the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources.
Management regularly evaluates the key factors and assumptions used to develop
the estimates utilizing currently available information, changes in facts and
circumstances, historical experience and reasonable assumptions. After such
evaluations, if deemed appropriate, those estimates are adjusted accordingly.
Actual results could differ from those estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards
Codification for disclosures about fair value of its financial instruments and
paragraph 820-10-35-37 of the FASB Accounting Standards Codification ("Paragraph
820-10-35-37") to measure the fair value of its financial instruments. Paragraph
820-10-35-37 establishes a framework for measuring fair value in generally
accepted accounting principles ("GAAP"), and expands disclosures about fair
value measurements. To increase consistency and comparability in fair value
measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair
value hierarchy which prioritizes the inputs to valuation techniques used to
measure fair value into three (3) broad levels. The fair value hierarchy gives
the highest priority to quoted prices (unadjusted) in active markets for
identical assets or liabilities and the lowest priority to unobservable inputs.
The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37
are described below:
Level 1 Quoted market prices available in active markets for identical assets
or liabilities as of the reporting date.
Level 2 Pricing inputs other than quoted prices in active markets included in
Level 1, which are either directly or indirectly observable as of the
reporting date.
Level 3 Pricing inputs that are generally observable inputs and not
corroborated by market data.
Financial assets are considered Level 3 when their fair values are determined
using pricing models, discounted cash flow methodologies or similar techniques
and at least one significant model assumption or input is unobservable.
The fair value hierarchy gives the highest priority to quoted prices
(unadjusted) in active markets for identical assets or liabilities and the
lowest priority to unobservable inputs. If the inputs used to measure the
financial assets and liabilities fall within more than one level described
above, the categorization is based on the lowest level input that is significant
to the fair value measurement of the instrument.
The carrying amounts of the Company's financial assets and liabilities, such as
cash and accounts payable approximate their fair values because of the short
maturity of these instruments.
Transactions involving related parties cannot be presumed to be carried out on
an arm's-length basis, as the requisite conditions of competitive, free-market
dealings may not exist. Representations about transactions with related parties,
if made, shall not imply that the related party transactions were consummated on
terms equivalent to those that prevail in arm's-length transactions unless such
representations can be substantiated.
F-8
CARRYING VALUE, RECOVERABILITY AND IMPAIRMENT OF LONG-LIVED ASSETS
The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards
Codification for its long-lived assets. The Company's long-lived assets, which
include property and equipment are reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable.
The Company assesses the recoverability of its long-lived assets by comparing
the projected undiscounted net cash flows associated with the related long-lived
asset or group of long-lived assets over their remaining estimated useful lives
against their respective carrying amounts. Impairment, if any, is based on the
excess of the carrying amount over the fair value of those assets. Fair value is
generally determined using the asset's expected future discounted cash flows or
market value, if readily determinable. If long-lived assets are determined to be
recoverable, but the newly determined remaining estimated useful lives are
shorter than originally estimated, the net book values of the long-lived assets
are depreciated over the newly determined remaining estimated useful lives.
The Company considers the following to be some examples of important indicators
that may trigger an impairment review: (i) significant under-performance or
losses of assets relative to expected historical or projected future operating
results; (ii) significant changes in the manner or use of assets or in the
Company's overall strategy with respect to the manner or use of the acquired
assets or changes in the Company's overall business strategy; (iii) significant
negative industry or economic trends; (iv) increased competitive pressures; and
(v) regulatory changes. The Company evaluates acquired assets for potential
impairment indicators at least annually and more frequently upon the occurrence
of such events.
The impairment charges, if any, is included in operating expenses in the
accompanying statements of operations.
CASH EQUIVALENTS
The Company considers all highly liquid investments with maturities of three
months or less at the time of purchase to be cash equivalents.
PROPERTY AND EQUIPMENT
Property and equipment is recorded at cost. Expenditures for major additions and
betterments are capitalized. Maintenance and repairs are charged to operations
as incurred. Depreciation of property and equipment is computed by the
straight-line method (after taking into account their respective estimated
residual values) over the assets estimated useful life of five (5) to seven (7)
years. Upon sale or retirement of property and equipment, the related cost and
accumulated depreciation are removed from the accounts and any gain or loss is
reflected in the statements of operations.
RELATED PARTIES
The Company follows subtopic 850-10 of the FASB Accounting Standards
Codification for the identification of related parties and disclosure of related
party transactions.
Pursuant to Section 850-10-20 the related parties include (a) affiliates of the
Company; (b) entities for which investments in their equity securities would be
required, absent the election of the fair value option under the Fair Value
Option Subsection of Section 825-10-15, to be accounted for by the equity method
by the investing entity; (c) trusts for the benefit of employees, such as
pension and profit-sharing trusts that are managed by or under the trusteeship
of management; (d) principal owners of the Company; (e) management of the
Company; (f) other parties with which the Company may deal if one party controls
or can significantly influence the management or operating policies of the other
to an extent that one of the transacting parties might be prevented from fully
pursuing its own separate interests; and (g) other parties that can
significantly influence the management or operating policies of the transacting
parties or that have an ownership interest in one of the transacting parties and
can significantly influence the other to an extent that one or more of the
transacting parties might be prevented from fully pursuing its own separate
interests.
The financial statements shall include disclosures of material related party
transactions, other than compensation arrangements, expense allowances, and
other similar items in the ordinary course of business. However, disclosure of
transactions that are eliminated in the preparation of consolidated or combined
financial statements is not required in those statements. The disclosures shall
include: (a) the nature of the relationship(s) involved; (b) a description of
the transactions, including transactions to which no amounts or nominal amounts
were ascribed, for each of the periods for which income statements are
presented, and such other information deemed necessary to an understanding of
the effects of the transactions on the financial statements; (c) the dollar
amounts of transactions for each of the periods for which income statements are
F-9
presented and the effects of any change in the method of establishing the terms
from that used in the preceding period; and (d) amounts due from or to related
parties as of the date of each balance sheet presented and, if not otherwise
apparent, the terms and manner of settlement.
COMMITMENT AND CONTINGENCIES
The Company follows subtopic 450-20 of the FASB Accounting Standards
Codification to report accounting for contingencies. Certain conditions may
exist as of the date the financial statements are issued, which may result in a
loss to the Company but which will only be resolved when one or more future
events occur or fail to occur. The Company assesses such contingent liabilities,
and such assessment inherently involves an exercise of judgment. In assessing
loss contingencies related to legal proceedings that are pending against the
Company or unasserted claims that may result in such proceedings, the Company
evaluates the perceived merits of any legal proceedings or unasserted claims as
well as the perceived merits of the amount of relief sought or expected to be
sought therein.
If the assessment of a contingency indicates that it is probable that a material
loss has been incurred and the amount of the liability can be estimated, then
the estimated liability would be accrued in the Company's financial statements.
If the assessment indicates that a potential material loss contingency is not
probable but is reasonably possible, or is probable but cannot be estimated,
then the nature of the contingent liability, and an estimate of the range of
possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they
involve guarantees, in which case the guarantees would be disclosed. Management
does not believe, based upon information available at this time, that these
matters will have a material adverse effect on the Company's financial position,
results of operations or cash flows. However, there is no assurance that such
matters will not materially and adversely affect the Company's business,
financial position, and results of operations or cash flows.
REVENUE RECOGNITION
The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards
Codification for revenue recognition. The Company recognizes revenue when it is
realized or realizable and earned. The Company considers revenue realized or
realizable and earned when all of the following criteria are met: (i) persuasive
evidence of an arrangement exists, (ii) the product has been shipped or the
services have been rendered to the customer, (iii) the sales price is fixed or
determinable and (iv) collectability is reasonably assured.
INCOME TAX PROVISION
The Company accounts for income taxes under Section 740-10-30 of the FASB
Accounting Standards Codification. Deferred income tax assets and liabilities
are determined based upon differences between the financial reporting and tax
bases of assets and liabilities and are measured using the enacted tax rates and
laws that will be in effect when the differences are expected to reverse.
Deferred tax assets are reduced by a valuation allowance to the extent
management concludes it is more likely than not that the assets will not be
realized. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in the statements
of operations in the period that includes the enactment date.
The Company adopted section 740-10-25 of the FASB Accounting Standards
Codification ("Section 740-10-25"). Section 740-10-25 addresses the
determination of whether tax benefits claimed or expected to be claimed on a tax
return should be recorded in the financial statements. Under Section 740-10-25,
the Company may recognize the tax benefit from an uncertain tax position only if
it is more likely than not that the tax position will be sustained on
examination by the taxing authorities, based on the technical merits of the
position. The tax benefits recognized in the financial statements from such a
position should be measured based on the largest benefit that has a greater than
fifty percent (50%) likelihood of being realized upon ultimate settlement.
Section 740-10-25 also provides guidance on de-recognition, classification,
interest and penalties on income taxes, accounting in interim periods and
requires increased disclosures.
The estimated future tax effects of temporary differences between the tax basis
of assets and liabilities are reported in the accompanying balance sheets, as
well as tax credit carry-backs and carry-forwards. The Company periodically
reviews the recoverability of deferred tax assets recorded on its balance sheets
and provides valuation allowances as management deems necessary.
Management makes judgments as to the interpretation of the tax laws that might
be challenged upon an audit and cause changes to previous estimates of tax
liability. In addition, the Company operates within multiple taxing
jurisdictions and is subject to audit in these jurisdictions. In management's
opinion, adequate provisions for income taxes have been made for all years. If
actual taxable income by tax jurisdiction varies from estimates, additional
allowances or reversals of reserves may be necessary.
F-10
UNCERTAIN TAX POSITIONS
The Company did not take any uncertain tax positions and had no adjustments to
its income tax liabilities or benefits pursuant to the provisions of Section
740-10-25 for the period from March 12, 2014 (inception) through May 31, 2014.
NET INCOME (LOSS) PER COMMON SHARE
Net income (loss) per common share is computed pursuant to section 260-10-45 of
the FASB Accounting Standards Codification. Basic net income (loss) per common
share is computed by dividing net income (loss) by the weighted average number
of shares of common stock outstanding during the period. Diluted net income
(loss) per common share is computed by dividing net income (loss) by the
weighted average number of shares of common stock and potentially dilutive
outstanding shares of common stock during the period to reflect the potential
dilution that could occur from common shares issuable through contingent share
arrangements, stock options and warrants.
There were no potentially dilutive common shares outstanding for the period from
March 12, 2014 (inception) through May 31, 2014.
CASH FLOWS REPORTING
The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards
Codification for cash flows reporting, classifies cash receipts and payments
according to whether they stem from operating, investing, or financing
activities and provides definitions of each category, and uses the indirect or
reconciliation method ("Indirect method") as defined by paragraph 230-10-45-25
of the FASB Accounting Standards Codification to report net cash flow from
operating activities by adjusting net income to reconcile it to net cash flow
from operating activities by removing the effects of (a) all deferrals of past
operating cash receipts and payments and all accruals of expected future
operating cash receipts and payments and (b) all items that are included in net
income that do not affect operating cash receipts and payments. The Company
reports the reporting currency equivalent of foreign currency cash flows, using
the current exchange rate at the time of the cash flows and the effect of
exchange rate changes on cash held in foreign currencies is reported as a
separate item in the reconciliation of beginning and ending balances of cash and
cash equivalents and separately provides information about investing and
financing activities not resulting in cash receipts or payments in the period
pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards
Codification.
SUBSEQUENT EVENTS
The Company follows the guidance in Section 855-10-50 of the FASB Accounting
Standards Codification for the disclosure of subsequent events. The Company will
evaluate subsequent events through the date when the financial statements were
issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification,
the Company as an SEC filer considers its financial statements issued when they
are widely distributed to users, such as through filing them on EDGAR.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial
Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting
Discontinued Operations and Disclosures of Disposals of Components of an Entity.
The amendments in this Update change the requirements for reporting discontinued
operations in Subtopic 205-20.
Under the new guidance, a discontinued operation is defined as a disposal of a
component or group of components that is disposed of or is classified as held
for sale and "represents a strategic shift that has (or will have) a major
effect on an entity's operations and financial results." The ASU states that a
strategic shift could include a disposal of (i) a major geographical area of
operations, (ii) a major line of business, (iii) a major equity method
investment, or (iv) other major parts of an entity. Although "major" is not
defined, the standard provides examples of when a disposal qualifies as a
discontinued operation.
The ASU also requires additional disclosures about discontinued operations that
will provide more information about the assets, liabilities, income and expenses
of discontinued operations. In addition, the ASU requires disclosure of the
pre-tax profit or loss attributable to a disposal of an individually significant
component of an entity that does not qualify for discontinued operations
presentation in the financial statements.
The ASU is effective for public business entities for annual periods beginning
on or after December 15, 2014, and interim periods within those years.
F-11
In May 2014, the FASB issued the FASB Accounting Standards Update No. 2014-09
"REVENUE FROM CONTRACTS WITH CUSTOMERS (TOPIC 606)" ("ASU 2014-09")
This guidance amends the existing FASB Accounting Standards Codification,
creating a new Topic 606, REVENUE FROM CONTRACTS WITH CUSTOMER. The core
principle of the guidance is that an entity should recognize revenue to depict
the transfer of promised goods or services to customers in an amount that
reflects the consideration to which the entity expects to be entitled in
exchange for those goods or services.
To achieve that core principle, an entity should apply the following steps:
1. Identify the contract(s) with the customer
2. Identify the performance obligations in the contract
3. Determine the transaction price
4. Allocate the transaction price to the performance obligations in the
contract
5. Recognize revenue when (or as) the entity satisfies a performance
obligations
The ASU also provides guidance on disclosures that should be provided to enable
financial statement users to understand the nature, amount, timing, and
uncertainty of revenue recognition and cash flows arising from contracts with
customers. Qualitative and quantitative information is required about the
following:
1. Contracts with customers - including revenue and impairments
recognized, disaggregation of revenue, and information about contract
balances and performance obligations (including the transaction price
allocated to the remaining performance obligations)
2. Significant judgments and changes in judgments - determining the
timing of satisfaction of performance obligations (over time or at a
point in time), and determining the transaction price and amounts
allocated to performance obligations
3. Assets recognized from the costs to obtain or fulfill a contract.
ASU 2014-09 is effective for periods beginning after December 15, 2016,
including interim reporting periods within that reporting period for all public
entities. Early application is not permitted.
In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic
915): Elimination of Certain Financial Reporting Requirements, Including an
Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation.
The amendments in this Update remove the definition of a development stage
entity from the Master Glossary of the Accounting Standards Codification,
thereby removing the financial reporting distinction between development stage
entities and other reporting entities from U.S. GAAP. In addition, the
amendments eliminate the requirements for development stage entities to (1)
present inception-to-date information in the statements of income, cash flows,
and shareholder equity, (2) label the financial statements as those of a
development stage entity, (3) disclose a description of the development stage
activities in which the entity is engaged, and (4) disclose in the first year in
which the entity is no longer a development stage entity that in prior years it
had been in the development stage.
The amendments also clarify that the guidance in Topic 275, Risks and
Uncertainties, is applicable to entities that have not commenced planned
principal operations.
Finally, the amendments remove paragraph 810-10-15-16. Paragraph 810-10-15-16
states that a development stage entity does not meet the condition in paragraph
810-10-15-14(a) to be a variable interest entity if (1) the entity can
demonstrate that the equity invested in the legal entity is sufficient to permit
it to finance the activities that it is currently engaged in and (2) the
entity's governing documents and contractual arrangements allow additional
equity investments.
The amendments in this Update also eliminate an exception provided to
development stage entities in Topic 810, Consolidation, for determining whether
an entity is a variable interest entity on the basis of the amount of investment
equity that is at risk. The amendments to eliminate that exception simplify U.S.
GAAP by reducing avoidable complexity in existing accounting literature and
improve the relevance of information provided to financial statement users by
F-12
requiring the application of the same consolidation guidance by all reporting
entities. The elimination of the exception may change the consolidation
analysis, consolidation decision, and disclosure requirements for a reporting
entity that has an interest in an entity in the development stage.
The amendments related to the elimination of inception-to-date information and
the other remaining disclosure requirements of Topic 915 should be applied
retrospectively except for the clarification to Topic 275, which shall be
applied prospectively. For public business entities, those amendments are
effective for annual reporting periods beginning after December 15, 2014, and
interim periods therein.
Early application of each of the amendments is permitted for any annual
reporting period or interim period for which the entity's financial statements
have not yet been issued (public business entities) or made available for
issuance (other entities). Upon adoption, entities will no longer present or
disclose any information required by Topic 915.
In June 2014, the FASB issued the FASB Accounting Standards Update No. 2014-12
"COMPENSATION--STOCK COMPENSATION (TOPIC 718) : ACCOUNTING FOR SHARE-BASED
PAYMENTS WHEN THE TERMS OF AN AWARD PROVIDE THAT A PERFORMANCE TARGET COULD BE
ACHIEVED AFTER THE REQUISITE SERVICE PERIOD" ("ASU 2014-12").
The amendments clarify the proper method of accounting for share-based payments
when the terms of an award provide that a performance target could be achieved
after the requisite service period. The Update requires that a performance
target that affects vesting and that could be achieved after the requisite
service period be treated as a performance condition. The performance target
should not be reflected in estimating the grant-date fair value of the award.
Compensation cost should be recognized in the period in which it becomes
probable that the performance target will be achieved and should represent the
compensation cost attributable to the period(s) for which the requisite service
has already been rendered.
The amendments in this Update are effective for annual periods and interim
periods within those annual periods beginning after December 15, 2015. Earlier
adoption is permitted.
Management does not believe that any recently issued, but not yet effective
accounting pronouncements, if adopted, would have a material effect on the
accompanying financial statements.
NOTE 3 - GOING CONCERN
The financial statements have been prepared assuming that the Company will
continue as a going concern, which contemplates continuity of operations,
realization of assets, and liquidation of liabilities in the normal course of
business.
As reflected in the financial statements, the Company had a deficit at June 30,
2014, a net loss and net cash used in operating activities for the reporting
period from April 17, 2014 (inception) through June 30, 2014. These factors
raise substantial doubt about the Company's ability to continue as a going
concern.
The Company is attempting to commence operations and generate sufficient
revenue, however the Company's cash position may not be sufficient to support
the Company's daily operations. Management intends to raise additional funds by
way of a private or public offering. While the Company believes in the viability
of its strategy to commence operations and generate sufficient revenue and in
its ability to raise additional funds, there can be no assurances to that
effect. The ability of the Company to continue as a going concern is dependent
upon the Company's ability to further implement its business plan and generate
sufficient revenue and its ability to raise additional funds by way of a public
or private offering.
The financial statements do not include any adjustments related to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.
NOTE 4 - PROPERTY AND EQUIPMENT
(i) IMPAIRMENT
The Company completed its annual impairment testing of property and equipment
and determined that there was no impairment as the fair value of property and
equipment, exceeded their carrying values at June 30, 2014.
F-13
(ii) DEPRECIATION EXPENSE
The Company acquired property and equipment on May 25, 2014 and started to
depreciate as of June 1, 2014. Depreciation expense was $11 for the reporting
period ended May 31, 2014.
NOTE 5 - STOCKHOLDERS' EQUITY
SHARES AUTHORIZED
Upon formation the total number of shares of all classes of stock which the
Company is authorized to issue is Seventy-Five Million (75,000,000) shares of
Common Stock, par value $0.001 per share.
COMMON STOCK
Upon formation the Company sold 5,000,000 shares of common stock to the officer
and director of the Company at $0.001 per share, or $5,000 in aggregate for
cash.
All shares were issued in accordance with the exemption from the registration
provisions of the Securities Act of 1933, as amended, provided by Section 4(2)
of such Act for issuances not involving any public offering and Rule 506 of
Regulation D promulgated thereunder.
NOTE 6 - RELATED PARTY TRANSACTIONS
RELATED PARTIES
Related parties with whom the Company had transactions are:
Related Parties Relationship
--------------- ------------
Ilia Tomaski President and Director
FREE OFFICE SPACE
The Company has been provided office space by its President at no cost.
Management determined that such cost is nominal and did not recognize the rent
expense in its financial statement.
NOTE 7 - INCOME TAX PROVISION
DEFERRED TAX ASSETS
As of June 30, 2014, the Company had net operating loss ("NOL") carry-forwards
for Federal income tax purposes of $2,594 that may be available to reduce future
years' taxable income through 2034. No tax benefit has been recorded with
respect to these net operating loss carry-forwards in the accompanying
consolidated financial statements as the management of the Company believes that
the realization of the Company's net deferred tax assets of approximately $882
was not considered more likely than not and accordingly, the potential tax
benefits of the net loss carry-forwards are offset by the full valuation
allowance.
Deferred tax assets consist primarily of the tax effect of NOL carry-forwards.
The Company has provided a full valuation allowance on the deferred tax assets
because of the uncertainty regarding its realization. The valuation allowance
increased approximately $882 for the period from April 17, 2014 (inception)
through June 30, 2014.
F-14
Components of deferred tax assets are as follows:
June 30, 2014
-------------
Net deferred tax assets - Non-current:
Expected income tax benefit from NOL carry-forwards $ 882
Less valuation allowance (882)
--------
Deferred tax assets, net of valuation allowance $ --
========
INCOME TAX PROVISION IN THE STATEMENT OF OPERATIONS
A reconciliation of the federal statutory income tax rate and the effective
income tax rate as a percentage of income before income taxes is as follows:
For the
Reporting
Period Ended
June 30, 2014
Federal statutory income tax rate 34.0%
Increase (reduction) in income tax provision resulting from:
Net operating loss ("NOL") carry-forwards (34.0)
--------
Effective income tax rate 0.0%
========
TAX RETURNS REMAINING SUBJECT TO IRS AUDITS
The Company has not yet filed its corporation income tax return for the
reporting period ended June 30, 2014, which will remain subject to examination
by the Internal Revenue Service under the statute of limitations for a period of
three (3) years from the date it is filed.
NOTE 8 - SUBSEQUENT EVENTS
The Company has evaluated all events that occur after the balance sheet date
through the date when the financial statements were issued to determine if they
must be reported. The Management of the Company determined that there were no
reportable subsequent events to be disclosed.
F-15
UNTIL _________________, ALL DEALERS EFFECTING TRANSACTIONS IN THESE SECURITIES,
WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE DEALER'S OBLIGATION TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE
NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE YOU DIFFERENT
INFORMATION. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL NOR ARE THEY
SEEKING AN OFFER TO BUY THE SECURITIES REFERRED TO IN THIS PROSPECTUS IN ANY
JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED. THE INFORMATION CONTAINED
IN THIS ARE CORRECT ONLY AS OF THE DATE SHOWN ON THE COVER PAGE OF THESE
DOCUMENTS, REGARDLESS OF THE TIME OF THE DELIVERY OF THESE DOCUMENTS OR ANY SALE
OF THE SECURITIES REFERRED TO IN THIS PROSPECTUS.
ASTERIKO CORP.
10,000,000 SHARES OF COMMON STOCK
PROSPECTUS
PART II
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs of this offering (assuming all shares are sold) are as
follows:
SEC Registration Fee $ 13
Auditor Fees $ 5,000
Legal Fees $ 2,500
EDGAR Fees $ 1,000
Transfer Agent Fees $ 1,000
-------
TOTAL $ 9,513
=======
(1) All amounts are estimates, other than the SEC's registration fee.
INDEMNIFICATION OF DIRECTOR AND OFFICERS
Asteriko Corp.'s Bylaws allow for the indemnification of the officer and/or
director in regards each such person carrying out the duties of his or her
office. The Board of Directors will make determination regarding the
indemnification of the director, officer or employee as is proper under the
circumstances if she has met the applicable standard of conduct set forth under
the Nevada Revised Statutes.
As to indemnification for liabilities arising under the Securities Act of 1933,
as amended, for a director, officer and/or person controlling Asteriko Corp., we
have been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy and unenforceable.
RECENT SALES OF UNREGISTERED SECURITIES
Since inception, the Registrant has sold the following securities that were not
registered under the Securities Act of 1933, as amended.
Name and Address Date Shares Consideration
---------------- ---- ------ -------------
Ilia Tomski May 12, 2014 5,000,000 $5,000.00
We issued the foregoing restricted shares of common stock to our sole officer
and director pursuant to Section 4(2) of the Securities Act of 1933. Ilia Tomski
is a sophisticated investor, he is our sole officer and director, and is in
possession of all material information relating to us. Further, no commissions
were paid to anyone in connection with the sale of the shares and general
solicitation was not made to anyone.
EXHIBITS
Exhibit
Number Description of Exhibit
------ ----------------------
3.1 Articles of Incorporation of the Registrant
3.2 Bylaws of the Registrant
5.1 Opinion of MATHEAU J. W. STOUT, ESQ.
10.1 Customer Contract, Glick-Art., dated May 22, 2014
10.2 Form of subscription agreement
23.1 Consent of Li and Company, PC.
23.2 Consent of MATHEAU J. W. STOUT, ESQ. (contained in exhibit 5.1)
II-1
UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales of securities are
being made, a post-effective amendment to this registration statement to:
(i) Include any Prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
Prospectus filed with the Commission pursuant to Rule 383(b)
(ss.230.383(b) of this chapter) if, in the aggregate, the changes in
volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(4) That, for the purpose of determining liability under the Securities Act of
1933 to any purchaser:
(i) If the registrant is subject to Rule 430C, each Prospectus filed
pursuant to Rule 383(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule
430B or other than Prospectuses filed in reliance on Rule 430A, shall
be deemed to be part of and included in the registration statement as
of the date it is first used after effectiveness. Provided, however,
that no statement made in a registration statement or Prospectus that
is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration
statement or Prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such
first use, supersede or modify any statement that was made in the
registration statement or Prospectus that was part of the registration
statement or made in any such document immediately prior to such date
of first use.
(5) That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to
the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
II-2
(i) Any preliminary Prospectus or Prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 383;
(ii) Any free writing Prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;
(iii)The portion of any other free writing Prospectus relating to the
offering containing material information about the undersigned
registrant or our securities provided by or on behalf of the
undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to our directors, officers and controlling
persons pursuant to the provisions above, or otherwise, we have been advised
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other
than the payment by us of expenses incurred or paid by one of our directors,
officers, or controlling persons in the successful defense of any action, suit
or proceeding, is asserted by one of our directors, officers, or controlling
persons 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 is against public policy as expressed in the Securities Act, and
we will be governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Valley Cottage, NY on July
29, 2014.
ASTERIKO CORP.
By: /s/ Ilia Tomski
----------------------------------------
Name: Ilia Tomski
Title: President, Secretary and Director
(Principal Executive, Financial and
Accounting Officer)
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
on the dates stated.
Signature Title Date
--------- ----- ----
/s/ Ilia Tomski President, Secretary and Director July 29, 2014
--------------------------- (Principal Executive, Financial
Ilia Tomski and Accounting Officer)
II-4
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------ ----------------------
3.1 Articles of Incorporation of the Registrant
3.2 Bylaws of the Registrant
5.1 Opinion of MATHEAU J. W. STOUT, ESQ.
10.1 Customer Contract, Glick-Art., dated May 22, 2014
10.2 Form of subscription agreement
23.1 Consent of Li and Company, PC.
23.2 Consent of MATHEAU J. W. STOUT, ESQ. (contained in exhibit 5.1)
EX-3.1
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ex3-1.txt
ARTICLES OF INCORPORATION
Exhibit 3.1
ROSS MILLER
Secretary of State Document Number
206 North Carson Street 20140283151-17
Carson City, Nevada 89701-4520 Filing Date and Time
(775) 684-5708 04/17/2014 4:00 PM
Website: www.nvsos.gov Entity Number
E0205372014-0
Filed in the office of
ARTICLES OF INCORPORATION /s/ Ross Miller
(PURSUANT TO NRS 78) Ross Miller
Secretary of State
State of Nevada
ABOVE SPACE IS FOR OFFICE USE ONLY
1. Name of
Corporation: ASTERIKO CORP.
2. Registered Agent [X] Commercial Registered Agent INCORP SERVICES, INC.
for Service of Name
Process [ ] Noncommercial Registered Agent OR [ ] Office or Position with Entity
(check only one box) (name and address below) (name and address below)
Address City Zip Code
Nevada
Mailing Address City Zip Code
(if different from street address)
3. Shares:
(number of shares Number of shares Number of shares
corporation with par value: 75000000 Par value: $0.0010 without par value: 0
authorized
to issue)
4. Names & Addresses, 1. ILIA TOMSKI
of Board of Name
Directors/Trustees: 2360 CORPORATE CIRCLE - SUITE 400 HENDERSON NV 89074-7722
(attach additional page Street Address City State Zip Code
if there is more than 3
directors/trustees 2.
Name
Street Address City State Zip Code
5. Purpose: (optional- The purpose of this Corporation shall be:
see instructions) ANY LEGAL PURPOSE
6. Names, Address ILIA TOMSKI X /s/ ILIA TOMSKI
and Signature of Name Signature
Incorporator.
(attach additional page 2360 CORPORATE CIRCLE - SUITE 400 HENDERSON NV 89074-7722
if there is more than 1 Address City State Zip Code
incorporator).
7. Certificate of I hereby accept appointment as Resident Agent for the above named corporation.
Acceptance of
Appointment of /s/ INCORP SERVICES, INC. 4/17/2014
Resident Agent: Authorized Signature of R. A. or On Behalf of R. A. Company Date
This form must be accompanied by appropriate fees.
EX-3.2
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ex3-2.txt
BYLAWS
Exhibit 3.2
BYLAWS
OF
ASTERIKO CORP.
APRIL 17, 2014 (INCEPTION DATE)
ARTICLE I
OFFICES AND CORPORATE SEAL
SECTION 1.1 Registered Office. Asteriko Corp (hereinafter the "Corporation")
shall maintain a registered office in the State of Nevada. In addition to its
registered office, the Corporation shall maintain a principal office at a
location determined by the Board. The Board of Directors may change the
Corporation's registered office and principal office from time to time.
SECTION 1.2 Other Offices. The Corporation may also maintain offices at such
other place or places, either within or without the State of Nevada, as may be
designated from time to time by the Board of Directors (hereinafter the
"Board"), and the business of the Corporation may be transacted at such other
offices with the same effect as that conducted at the principal office.
SECTION 1.3 Corporate Seal. A Corporate seal shall not be requisite to the
validity of any instrument executed by or on behalf of the Corporation, but
nevertheless if in any instance a corporate seal be used, the same shall be a
circle having on the circumference thereof the name of the Corporation and in
the center the words "corporate seal", the year incorporated, and the state
where incorporated.
ARTICLE II
SHAREHOLDERS
SECTION 2.1 Shareholders Meetings. All meetings of the shareholders shall be
held at the principal office of the Corporation between the hours of 9:00 a.m.
and 5:00 p.m., or at such other time and place as may be fixed from time to time
by the Board, or in the absence of direction by the Board, by the President or
Secretary of the Corporation, either within or without the State of Nevada, as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof. A special or annual meeting called by shareholders owning a
majority of the entire capital stock of the Corporation pursuant to Sections 2.2
or 2.3 shall be held at the place designated by the shareholders calling the
meeting in the notice of the meeting or in a duly executed waiver of notice
thereof.
SECTION 2.2 Annual Meetings. Annual meetings of a shareholders shall be held on
a date designated by the Board of Directors or if that day shall be a legal
holiday, then on the next succeeding business day, or at such other date and
time as shall be designated from time to time by the Board and stated in the
notice of the meeting. At the annual meeting, shareholders shall elect the Board
and transact such other business as may properly be brought before thee meeting.
In the event that an annual meeting is not held on the date specified in this
Section 2.2, the annual meeting may be held on the written call of the
shareholders owning a majority of the entire capital stock of the Corporation
issued, outstanding, and entitled to vote.
SECTION 2.3 Special Meetings of Shareholders. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise prescribed by Nevada
statute or by the Articles of Incorporation (hereinafter the "Articles"), may be
called by the President and shall be called by the President or Secretary at the
request in writing of a majority of the Board, or at the request in writing of
shareholders owning a majority of the entire capital stock of the Corporation
issued, outstanding, and entitled to vote. Such request shall state the purpose
or purposes of the proposed meeting. In the event that the President or
Secretary fails to call a meeting pursuant to such a request, a special meeting
may be held on the written call of the shareholders owning a majority of the
entire capital stock of the Corporation issued, outstanding, and entitled to
vote.
SECTION 2.4 List of Shareholders. The officer who has charge of the stock
transfer books for shares of the Corporation shall prepare and make, no more
than two (2) days after notice of a meeting of a shareholders is given, a
complete list of the shareholders entitled to vote at the meeting, arranged in
alphabetical order, and showing the address and the number of shares registered
in the name of each shareholder. Such list shall be open to examination and
copying by any shareholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten (10) days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any shareholder present.
SECTION 2.5 Notice of Shareholders Meetings. Written notice of the annual
meeting stating the place, date and hour of the meeting and, in case of a
special meeting, the purpose or purposes for which the meeting is called, shall
be given, either personally or by mail, to each shareholder of record entitled
to vote at such meeting not less than ten (10) nor more than sixty (60) days
before the date of the meeting. If mailed, such notice shall be deemed to be
delivered when mailed to the shareholder at his address as it appears on the
stock transfer books of the Corporation. Business transacted at any special
meeting of shareholders shall be limited to the purposes stated in the notice
unless determined otherwise by the unanimous vote of the holders of all of the
issued and outstanding shares of the Corporation present at the meeting in
person or represented by proxy.
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SECTION 2.6 Closing of Transfer Books or Fixing of Record Date. For the purpose
of determining shareholders entitled to notice of, or permitted to vote at, any
meeting of shareholders or any adjournment thereof, or for the purpose of
determining shareholders entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper purpose, the
board may provide that the stock transfer books shall be closed for a stated
period but not to exceed, in any case, sixty (60) days. If the stock transfer
books shall be closed for the purpose of determining shareholders entitled to
notice of, or permitted to vote at, a meeting of shareholders, such books shall
be closed for at least ten (10) days immediately preceding such meeting. In lieu
of closing the stock transfer books, the board may fix in advance a date as the
record date for any such determination of shareholders, such date in any case to
be not more than sixty (60) days and, in case of a meeting of shareholders, not
less than ten (10) days prior to he date on which the particular action
requiring such determination of shareholders is to be taken. If the stock
transfer books are not enclosed and no record date is fixed for the
determination of shareholders entitled to notice of, or permitted to vote at, a
meeting of shareholders, or for the determination of shareholders entitled to
receive payment of a dividend, the record date shall be 4:00 p.m. on the day
before the day on which notice of the meeting is given or, if notice is waived,
the record date shall be the day on which, and the time at which, the meeting is
commenced. When a determination of shareholders entitled to vote at any meeting
of shareholders has been made as provided in this section, such determination
shall apply to any adjournment thereof, provided that the board may fix a new
record date for the adjourned meeting and further provided that such
adjournments do not in the aggregate exceed thirty (30) days. The record date
for determining shareholders entitled to express consent to action without a
meeting pursuant to Section 2.9 shall be the date on which the first shareholder
signs the consent.
SECTION 2.7 Quorum and Adjournment.
(a) The holders of a majority of the shares issued, outstanding, and
entitled to vote at the meeting, present in person or represented by
proxy, shall constitute a quorum at all meetings of the shareholders
for the transaction of business except as otherwise provided by Nevada
statute or by the Articles.
(b) Business may be conducted once a quorum is present and may continue
until adjournment of the meeting notwithstanding the withdrawal or
temporary absence of sufficient shares to reduce the number present to
less than a quorum. Unless the vote of a greater number or voting by
classes is required by Nevada statute or the Articles, the affirmative
vote of the majority of the shares then represented at the meeting and
entitled to vote on the subject matter shall be the act of the
shareholders; provided, however, that if the shares then represented
are less than required to constitute a quorum, the affirmative vote
must be such as would constitute a majority if a quorum were present;
and provided further, that the affirmative vote of a majority of the
shares then present shall be sufficient in all cases to adjourn a
meeting.
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(c) If a quorum shall not be present or represented at any meeting of the
shareholders, the shareholders entitled to vote at the meeting,
present in person or represented by proxy, shall have power to adjourn
the meeting to another time or place, without notice other than
announcement at the meeting at which adjournment is taken, until a
quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty (30) days, or if
after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the meeting.
SECTION 2.8 Voting. At every meeting of the shareholders, each shareholder shall
be entitled to one vote in person or by proxy for each share of the capital
stock having voting power held by such shareholder, but no proxy shall be voted
or acted upon after six (6) months from its date, unless the proxy provides for
a longer period not to exceed seven (7) years.
SECTION 2.9 Action Without Meeting. Any action required or permitted to be taken
at any annual or special meeting of shareholders may be taken without a meeting,
without prior notice, and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of a majority of the
outstanding shares entitled to vote with respect to the subject matter of the
action unless a greater percentage is required by law in which case such greater
percentage shall be required.
SECTION 2.10 Waiver. A shareholder's attendance at a meeting shall constitute a
waiver of any objection to defective notice or lack of notice of the meeting
unless the shareholder objects at the beginning of the meeting to holding the
meeting or transacting business at the meeting, and shall constitute a waiver of
any objection to consideration of a particular matter at the meeting unless the
shareholder objects to considering the matter when it is presented. A
shareholder may otherwise waive notice of any annual or special meeting of
shareholders by executing a written waiver of notice either before, at or after
the time of the meeting.
SECTION 2.11 Conduct of Meetings. Meetings of the shareholders shall be presided
over by a chairman to be chosen, subject to confirmation after tabulation of the
votes, by a majority of the shareholders entitled to vote at the meeting who are
present in person or by proxy. The secretary for the meeting shall be the
Secretary of the Corporation, or if the Secretary of the Corporation is absent,
then the chairman initially chosen by a majority of the shareholders shall
appoint any person present to act as secretary. The chairman shall conduct the
meeting in accordance with the Corporation's Articles, Bylaws and the notice of
the meeting, and may establish rules for conducting the business of the meeting.
After calling the meeting to order, the chairman initially chosen shall call for
the election inspector, or if no inspector is present then the secretary of the
meeting, to tabulate the votes represented at the meeting and entitled to be
cast. Once the votes are tabulated, the shares entitled to vote shall confirm
the chairman initially chosen or shall choose another chairman, who shall
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confirm the secretary initially chosen or shall choose another secretary in
accordance with this section. If directors are to be elected, the tabulation of
votes present at the meeting shall be announced prior to the casting of votes
for the directors.
SECTION 2.12 Election Inspector. The Board of Directors, in advance of any
shareholders meeting, may appoint an election inspector to act at such meeting.
If an election inspector is not so appointed or is not present at the meeting,
the chairman of the meeting may, and upon the request of any person entitled to
vote at the meeting shall, make such appointment. If appointed, the election
inspector will determine the number of shares outstanding, the authenticity,
validity and effect of proxies and the number of shares represented at the
meeting in person and by proxy; receive and count votes, ballots and consents
and announce the results thereof; hear and determine all challenges and
questions pertaining to proxies and voting; and, in general, perform such acts
as may be proper to ensure the fair conduct of the meeting.
ARTICLE III
DIRECTORS
SECTION 3.1 Number and Election. The number of directors that shall constitute
the whole Board shall initially be done; provided, such number may be changed by
the shareholders so long as the number of directors shall not be less than one
or more than nine. Directors shall be elected by the shareholders, and each
director shall serve until the next annual meeting and until his successor is
elected and qualified, or until resignation or removal.
SECTION 3.2 Powers. The business and affairs of the Corporation shall be managed
by the Board, which may exercise all such powers of the Corporation and do all
such lawful acts as are not by Nevada statute, the Articles, or these Bylaws
directed or required to be exercised or done by the shareholders.
SECTION 3.3 Resignation of Directors. Any director may resign his office at any
time by giving written notice of his resignation to the President or the
Secretary of the Corporation. Such resignation shall take effect at the time
specified therein or, if no time be specified therein, at the time of the
receipt thereof, and the acceptance thereof shall not be necessary to make it
effective.
SECTION 3.4 Removal of Directors. Any director or the entire Board may be
removed, with or without cause, by a vote of the holders of a majority of the
shares then entitled to vote at an election of directors at a meeting of
shareholders called expressly for that purpose.
SECTION 3.5 Vacancies. Vacancies resulting from the resignation or removal of a
director and newly created directorships resulting from any increase in the
authorized number of directors shall be filled by the shareholders in accordance
with Section 3.1.
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SECTION 3.6 Place of Meetings. Unless otherwise agreed by a majority of the
directors then serving, all meetings of the Board of Directors shall be held at
the Corporation's principal office between the hours of 9:00 a.m. and 5:00 p.m.,
and such meetings may be held by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section 3.6 shall constitute presence in person at such meeting.
SECTION 3.7 Annual Meetings. Annual meetings of the Board shall be held
immediately following the annual meeting of the shareholders and in the same
place as the annual meeting of shareholders. In the event such meeting is not
held, the meeting may be held at such time and place as shall be specified in a
notice given as hereinafter provided for special meetings of the Board, or as
shall be specified in a written waiver of notice by all of the directors.
SECTION 3.8 Regular Meetings. Regular meetings of the Board may be held without
notice at such time and at such place as shall from time to time be determined
by the Board.
SECTION 3.9 Special Meetings. Special meetings of the Board may be called by the
President or the Secretary with seven (7) days notice to each director, either
personally, by mail, by telegram, or by telephone; special meetings shall be
called in like manner and on like notice by the President or Secretary on the
written request of two (2) directors and shall in such case be held at the time
requested by those directors, o if the President or Secretary fails to call the
special meeting as requested, then the meeting may be called by the two
requesting directors ad shall be held at the time designated by those directors
in the notice.
SECTION 3.10 Quorum and Voting. A quorum at any meeting of the Board shall
consist of a majority of the number of directors then serving, but not less than
two (2) directors, provided that if and when a Board comprised of one member is
authorized, or in the event that only one director is then serving, then one
director shall constitute a quorum. If a quorum shall not be present at any
meeting of the Board, the directors then present may adjourn the meeting to
another time or place, without notice other than announcement at the meeting,
until a quorum shall be present. If a quorum is present, then the affirmative
vote of a majority of directors present is the act of the Board of Directors.
SECTION 3.11 Action Without Meeting. Unless otherwise restricted by the Articles
of these Bylaws, any action required or permitted to be taken at any meeting of
the Board or of any committee thereof may be taken without a meeting, if all
members of the Board or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board or committee.
SECTION 3.12 Committee of the Board. The Board, by resolution, adopted by a
majority of the full Board, may designate from among its members an executive
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committee and one or more other committees each of which, to the extent provided
in such resolution and permitted by law, shall have and may exercise all the
authority of the Board. The Board, with or without cause, may dissolve any such
committee or remove any member thereof at any time. The designation of any such
committee and the delegation thereto of authority shall not operate to relieve
the Board, or any member thereof, of any responsibility imposed by law.
SECTION 3.13 Compensation. To the extent authorized by resolution of the Board
and not prohibited or limited by the Articles, these Bylaws, or the
shareholders, a director may be reimbursed by the Corporation for his expenses,
if any, incurred in attending a meeting of the Board of Directors, and may be
paid by the Corporation for his expenses, if any, incurred in attending a
meeting of the Board of Directors, and may be paid by the Corporation a fixed
sum or a stated salary or both for attending meetings of the Board. No such
reimbursement or payment shall preclude any director from serving the
Corporation in any such capacity and receiving compensation therefore.
SECTION 3.14 Waiver. A director's attendance at or participation in a meeting
shall constitute a waiver of any objection to defective notice or lack of notice
of the meeting unless the director objects at the beginning of the meeting or
promptly upon his arrival to holding the meeting or transacting business at the
meeting and does not thereafter vote for or assent to action taken at the
meeting. A director may otherwise waive notice of any annual, regular or special
meeting of directors by executing a written notice of waiver either before or
after the time of the meeting.
SECTION 3.15 Chairman of the Board. A Chairman of the Board may be appointed by
the directors. The Chairman of the Board shall perform such duties as from time
to time may be assigned to him by the Board, the shareholders, or these Bylaws.
The Vice Chairman, if one has been elected, shall serve in the Chairman's
absence.
SECTION 3.16 Conduct of Meetings. At each meeting of the Board, one of the
following shall act as chairman of the meeting and preside, in the following
order of precedence:
(a) The Chairman of the Board;
(b) The Vice Chairman;
(c) The President of the Corporation; or
(d) A director chosen by a majority of the directors present, or if a
majority is unable to agree on who shall act as chairman, then the
director with the earliest date of birth shall act as the chairman.
The Secretary of the Corporation, or if he shall be absent from such meeting,
the person whom the chairman of such meeting appoints, shall act as secretary of
such meeting and keep the minutes thereof. The order of business and rules of
procedure at each meeting of the Board shall be determined by the chairman of
such meeting, but the same may be changed by the vote of a majority of those
directors present at such meeting. The Board shall keep regular minutes of its
proceedings.
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ARTICLE IV
OFFICERS
SECTION 4.1 Titles, Offices, Authority. The officers of the Corporation shall be
chosen by the Board of Directors and shall include a President, a Secretary and
a Treasurer, and may, but need not, include a Chairman, a Vice Chairman, a Chief
Executive Officer, a Chief Operating Officer, a Vice President, additional Vice
Presidents, one or more assistant secretaries and assistant treasurers, or any
other officer appointed by the Board. Any number of offices may be held by the
same person, unless the Articles or these Bylaws otherwise provide. If only one
person is serving as an officer of this Corporation, he or she shall be deemed
to be President and Secretary. An officer shall have such authority and shall
perform such duties in the management of the Corporation as may be provided by
the Articles or these Bylaws, or as may be determined by resolution of the Board
or the shareholders in accordance with Article V.
SECTION 4.2 Subordinate Officers. The Board may appoint such subordinate
officers, agents or employees as the Board may deem necessary or advisable,
including one or more additional Vice Presidents, one or more assistant
secretaries, and one or more assistant treasurers, each of whom shall hold
office for such period, have authority and perform such duties as are provided
in these Bylaws or as the Board may from time to time determine. The Board may
delegate to any executive officer or to any committee the power to appoint any
such additional officers, agents or employees. Notwithstanding the foregoing, no
assistant secretary or assistant treasurer shall have power or authority to
collect, account for, or pay over any tax imposed by any federal, state or city
government.
SECTION 4.3 Appointment, Term of Office, Qualification. The officers of the
Corporation shall be appointed by the Board and each officer shall serve at the
pleasure of the Board until the next annual meeting and until a successor is
appointed and qualified, or until resignation or removal.
SECTION 4.4 Resignation. Any officer may resign his office at any time by giving
written notice of his resignation to the President or the Secretary of the
Corporation. Such resignation shall take effect at the time specified therein
or, if no time be specified therein, at the time of the receipt thereof, and the
acceptance thereof shall not be necessary to make it effective.
SECTION 4.5 Removal. Any officer or agent may be removed by the Board whenever
in its judgment the best interests of the Corporation will be served thereby,
but such removal shall be without prejudice to the contract rights, if any, of
the person so removed. Appointment of an officer or agent shall not of itself
create contract rights.
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SECTION 4.6 Vacancies. A vacancy in any office, because of death, resignation,
removal, or any other cause, shall be filled for the unexpired portion of the
term in the manner prescribed in Sections 4.1, 4.2 and 4.3 of this Article IV
for appointment to such office.
SECTION 4.7 The President. The President shall preside at all meetings of
shareholders. The President shall be the principal executive officer of the
Corporation and, subject to the control of the Board, shall in general supervise
and control all of the business and affairs of the Corporation. He may sign,
when authorized by the Board, certificates for shares of the Corporation and
deeds, mortgages, bonds, contracts, or other instruments which the Board has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board or by these Bylaws to some
other officer or agent of the Corporation, or shall be required by law to be
otherwise signed or executed; and in general shall perform all duties incident
to the office of the President and such other duties as may be prescribed by the
Board form time to time.
SECTION 4.8 The Vice President. Each Vice President shall have such powers and
perform such duties as the Board or the President may from time to time
prescribe and shall perform such other duties as may be prescribed by these
Bylaws. At the request of the President, or in case of his absence or inability
to act, the Vice President or, if there shall be more than one Vice President
then in office, then one of them who shall be designated for the purpose by the
President or by the Board shall perform the duties of the President, and when so
acting shall have all powers of, and be subject to all the restrictions upon,
the President.
SECTION 4.9 The Secretary. The Secretary shall act as secretary of, and keep the
minutes of, all meetings of the Board and of the shareholders; he shall cause to
be given notice of all meetings of the shareholders and directors; he shall be
the custodian of the seal of the Corporation and shall affix the seal, or cause
it to be affixed, to all proper instruments when deemed advisable by him; he
shall have charge of the stock book and also of the other books, records and
papers of the Corporation relating to its organization as a Corporation, and
shall see that the reports, statements and other documents required by law are
properly kept or filed; and he shall in general perform all the duties incident
to the office of Secretary. He shall also have such powers and perform such
duties as are assigned to him by these Bylaws, and he shall have such other
powers and perform such other duties, not inconsistent with these Bylaws, as the
Board shall from time to time prescribe. If no officer has been named as
Secretary, the duties of the Secretary shall be performed by the President or a
person designated by the President.
SECTION 4.10 The Treasurer. The Treasurer shall have charge and custody of, and
be responsible for, all the funds and securities of the Corporation and shall
keep full and accurate accounts of receipts and disbursements in books belonging
to the Corporation and shall deposit all monies and other valuable effects in
the name of and to the credit of the Corporation in such banks and other
depositories as may be designated by the Board, or in the absence of direction
by the Board, by the President; he shall disburse the funds of the Corporation
as may be ordered by the Board, taking proper vouchers for such disbursements,
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and shall render to the President and to the directors at the regular meetings
of the Board or whenever they may require it, a statement of all his
transactions as Treasurer and an account of the financial condition of the
Corporation; and, in general, he shall perform all the duties incident to the
office of Treasurer and such other duties as may from time to time be assigned
to him by the Board. He may sign, with the President or a Vice President,
certificates of stock of the Corporation. If no officer has been named as
Treasurer, the duties of the Treasurer shall be performed by the President or a
person designated by the President.
SECTION 4.11 Compensation. The Board shall have the power to set the
compensation of all officers of the Corporation. It may authorize any officer,
upon whom the power of appointing subordinate officers may have been conferred,
to set the compensation of such subordinate officers.
ARTICLE V
AUTHORITY TO INCUR CORPORATE OBLIGATIONS
SECTION 5.1 Limit on Authority. No officer or agent of the Corporation shall be
authorized to incur obligations on behalf of the Corporation except as
authorized by the Articles or these Bylaws, or by resolution of the Board or the
shareholders. Such authority may be general or confined to specific instances.
SECTION 5.2 Contracts and Other Obligations. To the extent authorized by the
Articles or these Bylaws, or by resolution of the Board or the shareholders,
officers and agents of the Corporation may enter into contracts, execute and
deliver instruments, sign and issue checks, and otherwise incur obligations on
behalf of the Corporation.
ARTICLE VI
SHARES AND THEIR TRANSFER
SECTION 6.1 Certificates for Shares. Certificates representing shares of the
Corporation shall be in such form as shall be determined by the Board. Such
certificates shall be signed by the President or a Vice President and by the
Secretary or an assistant secretary. The signatures of such officers upon a
certificate may be facsimiles if the certificate is manually signed on behalf of
a transfer agent or a registrar, other than the Corporation itself or one of its
employees. Each certificate for shares shall be consecutively numbered or
otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue,
shall be entered on the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be cancelled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and cancelled, except that in case
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of a lost, destroyed or mutilated certificate a new one may be issued therefore
upon such terms and indemnity to the Corporation as the Board may prescribe.
SECTION 6.2 Issuance. Before the Corporation issues shares, the Board shall
determine that the consideration received or to be received for the shares is
adequate. A certificate shall not be issued for any share until such share is
fully paid.
SECTION 6.3 Transfer of Shares. Transfer of shares of the Corporation shall be
made only on the stock transfer books of the Corporation by the holder of record
thereof or by his legal representative, who shall furnish proper evidence of
authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for such shares. The person in
whose name shares stand on the books of the Corporation shall be deemed by the
Corporation to be the owner thereof for all purposes.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Corporation shall be June 30th.
ARTICLE VIII
DIVIDENDS
From time to time the Board may declare, and the Corporation may pay dividends
on its outstanding shares in the manner and upon the terms and conditions
provided by law and its Articles.
ARTICLE IX
INDEMNIFICATION
The Corporation may indemnify and advance litigation expenses to its directors,
officers, employees and agents to the extent permitted by law, the Articles or
these Bylaws, and shall indemnify and advance litigation expenses to its
directors, officers, employees and agents to the extent required by law, the
Articles or these Bylaws. The Corporation's obligations of indemnification, if
any, shall be conditioned on the Corporation receiving prompt notice of the
claim and the opportunity to settle and defend the claim. The Corporation may,
to the extent permitted by law, purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee or agent of the
Corporation.
11
ARTICLE X
REPEAL, ALTERATION OR AMENDMENT
These Bylaws may be repealed, altered, or amended, or substitute Bylaws may be
adopted at any time by a majority of the Board at any regular or special
meeting, or by the shareholders at a special meeting called for that purpose.
Any amendment made by the shareholders shall be valid.
IN WITNESS WHEREOF, the undersigned, being the directors of Asteriko Corp.,
adopt the foregoing Bylaws, effective as of the date first written above.
DIRECTORS:
/s/ Ilia Tomski
----------------------------------
ILIA TOMSKI - DIRECTOR
CERTIFICATION
The undersigned, as secretary of Asteriko Corp., hereby certifies that the
foregoing Bylaws were duly adopted by the Board of Directors.
/s/ Ilia Tomski
----------------------------------
ILIA TOMSKI - SECRETARY
12
EX-5.1
4
ex5-1.txt
OPINION & CONSENT OF COUNSEL
Exhibit 5.1
MATHEAU J. W. STOUT, ESQ.
ATTORNEY AT LAW
400 EAST PRATT STREET TEL (410) 429-7076
8TH FLOOR FAX (888) 907-1740
BALTIMORE, MARYLAND 21202 WWW.OTCLAWYERS.COM
July 29, 2014
Asteriko Corp.
616 Corporate Way
Suite 2-6834
Valley Cottage, NY 10989
Re: Registration Statement on Form S-1 (the "Registration Statement")
Mr. Tomski:
I have acted as counsel to Asteriko Corp. (the "Company") in connection
with its filing with the Securities and Exchange Commission of a Registration
Statement on Form S-1 (the "Registration Statement"), pursuant to the Securities
Act of 1933, as amended (the "Act"). The Registration Statement relates to the
proposed sale of up to 10,000,000 shares of common stock held by the Company
(the "Shares").
In connection therewith, I have examined and relied upon original,
certified, conformed, photostat or other copies of (a) the Articles of
Incorporation and Bylaws of the Company; (b) Resolutions of the Board of
Directors of the Company; (c) the Registration Statement and the exhibits
thereto; and (d) such corporate records of the Company, certificates of public
officials, certificates of officers of the Company and other documents,
agreements and instruments as I have deemed necessary as a basis for the
opinions herein contained. In all such examinations, I have assumed the
genuineness of all signatures on original documents, and the conformity to
originals or certified documents of all copies submitted to us as conformed,
photostat or other copies. In passing upon certain corporate records and
documents of the Company, I have necessarily assumed the correctness and
completeness of the statements made or included therein by the Company, and I
express no opinion thereon.
Based on my examination mentioned above, I am of the opinion that the
Shares are legally and validly issued, fully paid and non-assessable.
I am an attorney admitted to practice in Maryland. I am familiar with the
applicable provisions of the Nevada Revised Statutes, the applicable provisions
of the Nevada Constitution and reported judicial decisions interpreting these
laws, and I have made such inquiries with respect thereto as I consider
necessary to render this opinion with respect to a Nevada corporation. This
opinion letter is opining upon and is limited to the current federal securities
laws of the United States and, Nevada law, including the statutory provisions,
all applicable provisions of the Nevada Constitution and reported judicial
decisions interpreting those laws, as such laws presently exist and to the facts
as they presently exist. I express no opinion with respect to the effect or
applicability of the laws of any other jurisdiction.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to my firm under the caption "Legal
Matters" in the prospectus forming a part of the Registration Statement. In
giving such consent, I do not thereby admit that I am included within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations promulgated thereunder.
Sincerely,
/s/ Matheau J. W. Stout
----------------------------------
Matheau J. W. Stout
EX-10.1
5
ex10-1.txt
CUSTOMER CONTRACT
Exhibit 10.1
CONTRACT
May 22, 2014
CONTRACTOR Asteriko Corp.
ADDRESS 353 BATHURST GLEN DR., THORNHILL, ON L4J 9A3
PHONE (845)512-5020
E-MAIL asteriko.corp@gmail.com
and
CLIENT/COMPANY Glick-Art
ADDRESS 26 MATISSE TRAIL, VAUGHAN ON L4J 9A5, CANADA
PHONE (416)512-1048, (416)317-6001
E-MAIL info@realkitchen.ca
WEB SITE http://www.realkitchen.ca
CONTRACT TERMS By entering this contract the Client will automatically
receive 20% discount off the base product price for the
first six (6) months of operation.
The Contractor agrees to do the following work for the
Client:
The Contractor shall provide client with specified
color-shifting decorative ceiling panels in the amount
of no greater than 400 sq. ft./month due to the
Contractor limited production capacity.
The Contractor shall supply all material to complete the
finish of the kitchen ceiling in accordance with the
plans and approved drawings both sides agreed upon.
Materials and finishes shall be the same or equal to
those used in the samples presented to the Client.
Any other items not attached or indicated on the plan
will not be included in the contract price.
All selections for materials and colors must be made two
weeks before the start date.
Delivery is included in price
PAYMENT SCHEDULE Payment in full is due Net 30 days from date of
shipment.
OWNERSHIP Plans, Drawings, Specifications and copies prepared for
use in construction under this agreement are the
property of the Contractor. The Client agrees that these
documents will not be used on any other project and will
be returned to contractor on request.
TERMINATION Either party may terminate this contract by giving 30
days notice in writing.
CONTRACT
May 22, 2014
CHANGE OF TERMS Written Change Orders signed by both parties are
required for any changes or additional work. The Change
Order shall state:
1. whether the change will increase or decrease the
original Contract amount
2. the cost of the additional work
3. the new total amount of the Contract
SIGNATURES: Approved and Accepted:
CLIENT
SIGNATURE/NAME/TITLE /s/ Alex Gliken Alex Gliken
--------------------------------------------------------
President
CONTRACTOR:
SIGN A TURE/NAME/TITLE /s/ Ilia Tomski Ilia Tomski
--------------------------------------------------------
ILIA TOMSKI President
EX-10.2
6
ex10-2.txt
FORM OF SUBSCRIPTION AGREEMENT
Exhibit 10.2
SUBSCRIPTION AGREEMENT
ASTERIKO CORP.
Asteriko Corp., a Nevada corporation (hereinafter the "Company") and the
undersigned (hereinafter the "Subscriber") agree as follows:
WHEREAS:
A. The Company desires to issue shares of Common Stock of the Company at a
price of $_______ per share (hereinafter the "Shares"); and
B. Subscriber desires to acquire the number of Shares set forth on the
signature page hereof.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter set-forth, the parties hereto do hereby agree as follows:
SUBSCRIPTION FOR SHARES
1.1 Subject to the terms and conditions hereinafter set-forth, the Subscriber
hereby subscribes for and agrees to purchase from the Company such number of
Shares as is set-forth upon the signature page hereof at a price equal to
$_______ per share, and the Company agrees to sell such Shares to Subscriber for
said purchase price. Upon execution, this subscription shall be irrevocable by
Subscriber.
1.2 The purchase price for the Shares subscribed to hereunder is payable by the
Subscriber contemporaneously with the execution and delivery of this
Subscription Agreement to Asteriko Corp. or such other place as the Company
shall designate in writing. Payment can be made either by submitting a personal
check, cashier's check or money order or by such other consideration that the
board deems advisable in its discretion (e.g., promissory note), for the full
purchase price of $_______ per Share with the executed Subscription Agreement.
Payments shall be made payable to "Asteriko Corp."
1
REPRESENTATIONS AND WARRANTIES BY SUBSCRIBER
2.1 Subscriber hereby severally represents and warrants to the
Company the following:
(A) Subscriber recognizes that the purchase of Shares subscribed to herein
involves a high degree of risk in that the Company has only recently
been incorporated and may require substantial funds;
(B) an investment in the Company is highly speculative and only investors
who can afford the loss of their entire investment should consider
investing in the Company and the Shares;
(C) Subscriber has such knowledge and experience in finance, securities,
investments, including investment in non-listed and non registered
securities, and other business matters so as to be able to protect its
interests in connection with this transaction;
(D) Subscriber acknowledges that no market for the Shares presently exists
and none may develop in the future and accordingly Subscriber may not
be able to liquidate its investment;
REPRESENTATIONS BY THE COMPANY
3.1 The Company represents and warrants to the Subscriber that it is a
corporation duly organized, existing and in good standing under the laws of the
State of Nevada and has the corporate power to conduct the business which it
conducts and proposes to conduct.
2
TERMS OF SUBSCRIPTION
4.1 Pending acceptance of this subscription by the Company, all funds paid
hereunder shall be deposited by the Company and immediately available to the
Company for its general corporate purposes.
4.2 Notwithstanding the place where this Subscription Agreement may be executed
by any of the parties hereto, the parties expressly agree that all the terms and
provisions hereof shall be construed in accordance with and governed by the laws
of the State of Nevada.
4.3 The parties agree to execute and deliver all such further documents,
agreements and instruments and take such other and further action as may be
necessary or appropriate to carry out the purposes and intent of this
Subscription Agreement.
IN WITNESS WHEREOF, this Subscription Agreement is executed as of the ___ day of
______________, 20____.
Number of Shares Subscribed For:
------------------------------------------
Signature of Subscriber: X
------------------------------------------
Name of Subscriber: X
------------------------------------------
Address of Subscriber: X
------------------------------------------
X
------------------------------------------
ACCEPTED BY: ASTERIKO CORP.
Signature of Authorized Signatory:
------------------------------------------
Name of Authorized Signatory:
------------------------------------------
Date of Acceptance:
------------------------------------------
3
EX-23.1
7
ex23-1.txt
CONSENT OF AUDITOR
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholder of
Asteriko Corp.
We hereby consent to the use in the Registration Statement on Form S-1 (the
"Registration Statement") of our report dated July 25, 2014, relating to the
balance sheet of Asteriko Corp. (the "Company") as of June 30, 2014 and the
related statements of operations, stockholder's equity and cash flows for the
period from April 17, 2014 (inception) through June 30, 2014, which report
includes an explanatory paragraph as to an uncertainty with respect to the
Company's ability to continue as a going concern, appearing in such Registration
Statement. We also consent to the reference to our firm under the Caption
"Experts" in such Registration Statement.
/s/ Li and Company, PC
---------------------------------
Li and Company, PC
Skillman, New Jersey
July 25, 2014