FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
KETDARINA CORP.
(Exact name of registrant as specified in its charter)
Nevada 7380 99-0369270
(State or Other Jurisdiction of (Primary Standard Industrial (IRS Employer
Incorporation or Organization) Classification Number) Identification Number)
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KETDARINA CORP. INCORP SERVICES, INC.
2360 CORPORATE CIRCLE STE 400 2360 CORPORATE CIRCLE STE 400
HENDERSON, Nevada 89074 HENDERSON, Nevada 89074-7722
Tel: 38 (056) 399-3813 Tel: (702) 866-2500 Fax: (702) 866-2689
(Address and telephone number (Name, address and telephone number
of registrant's executive office) of agent for service)
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Approximate date of proposed sale to the public: as soon as practicable after
the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please 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 registration statement 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 registration statement 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 Class Proposed Maximum Proposed Maximum Amount of of Securities to be Amount of Shares Offering Price Aggregate Offering Registration Registered to be Registered (1) per Share (2) Price Fee ----------------------------------------------------------------------------------------------------------- Common Stock 1,680,000 $0.03 per share $50,400 $6.49 =========================================================================================================== |
(1) Represents shares currently outstanding to be sold by the selling
shareholders.
(2) The offering price has been estimated solely for the purpose of computing
the amount of the registration fee in accordance with Rule 457(o). Our
common stock is not traded and any national exchange and in accordance with
Rule 457, the offering price was determined by the price shares were sold
to the selling security holders in private placement transactions. The
selling shareholders may sell shares of our common stock only at a fixed
price of $0.03 per share until, if at all, our shares are quoted on the OTC
Bulletin Board and thereafter at prevailing market prices or privately
negotiated prices. The fixed price of $0.03 has been arbitrarily
determined. There can be no assurance that a market maker will agree to
file the necessary documents with the Financial Industry Regulatory
Authority ("FINRA"), which operates the OTC Electronic Bulletin Board, nor
can there be any assurance that such an application for quotation will be
approved. We have agreed to bear the expenses relating to the registration
of the shares for the selling security holders.
In the event of a stock split, stock dividend or similar transaction involving our common stock, the number of shares registered shall automatically be increased to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act of 1933, as amended.
SUBJECT TO COMPLETION, DATED ____________ __, 2013
PROSPECTUS
KETDARINA CORP.
1,680,000 SHARES
COMMON STOCK
The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus until all of the 1,680,000 shares of common stock have been sold, the shares no longer need to be registered or to be sold due to the operation of Rule 144 or until we decide at any time to terminate the registration of the shares at our sole discretion.
THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. SEE SECTION ENTITLED "RISK FACTORS" ON PAGES 5 - 11.
The selling shareholders will sell our shares at the fixed price of $0.03 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price arbitrarily by adding a $0.02 premium to the last sale price of our common stock to investors. This offering is priced at the time of the commencement of the offering and must remain offered at such price during the entire duration of the offering until and unless the security is subsequently listed on an exchange or is listed by a market maker on the OTC BB. Currently the company is not so listed and there is no assurance that the stock will ever be so listed.
There has been no market for our securities. Our common stock is not traded on any exchange or on the Over-the-Counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with FINRA for our common stock to become eligible for trading on the Over-the-Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application. There is no assurance that a trading market will develop or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so.
We are an "emerging growth company" as defined in the Jumpstart Our Business Startups Act ("JOBS Act").
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS DECLARED EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
THE DATE OF THIS PROSPECTUS IS: ___________ __, 2013
TABLE OF CONTENTS
Summary 3 Risk Factors 5 Forward-Looking Statements 11 Use of Proceeds 11 Determination of Offering Price 11 Dilution 12 Selling Shareholders 12 Plan of Distribution 14 Description of Securities 15 Interest of Named Experts and Counsel 17 Description of Business 17 Legal Proceedings 21 Market for Common Equity and Related Stockholder Matters 21 Plan of Operations 23 Changes in and Disagreements with Accountants 25 Available Information 25 Directors, Executive Officer, Promoters and Control Persons 26 Executive Compensation 27 Security Ownership of Certain Beneficial Owners and Management 28 Certain Relationships and Related Transactions 29 Disclosure of Commission Position of Indemnification for Securities Act Liabilities 29 Financial Statements 30 |
SUMMARY
PROSPECTIVE INVESTORS ARE URGED TO READ THIS PROSPECTUS IN ITS ENTIRETY.
OUR BUSINESS
We are a development stage company. We have no revenues and we have incurred $1,489 in operating expenses during the period from inception to June 30, 2013.
We are in the business of wholesale of bedding products. The company will sell bedding goods or merchandise to retailers, to industrial, commercial, institutional, and other professional business users, or to other wholesalers and related subordinated services. Our products will also be available directly to the consumer via our online shopping catalogue .
We are currently developing a website (www.HeavenlyBeddingDirect.com) which will include our contact info, pricing and detailed description of our services. The website will allow our clients to review our products and place product orders. To date, we have developed our business plan, registered a domain name for our new website and executed contract for a bulk order of bedding products with ANDRIY CHORNYY FOP based in Dnepropetrovsk, Ukraine.
Our principal address is located at 2360 CORPORATE CIRCLE STE 400, HENDERSON, Nevada, 89074. Our telephone number is 38 (056) 399 3813, and our registered agent for service of process is the INCORP SERVICES, INC, located at 2360 CORPORATE CIRCLE STE 400, HENDERSON, Nevada, 89074-7722. We were incorporated in the State of Nevada on July 13, 2011. Our fiscal year end is June 30.
THE OFFERING:
Securities Being Offered Up to 1,680,000 shares of common stock.
Offering Price The selling shareholders will sell our shares at
$0.03 per share until our shares are quoted on the
OTC Bulletin Board, and thereafter at prevailing
market prices or privately negotiated prices. We
determined this offering price arbitrarily by
adding a $0.02 premium to the last sale price of
our common stock to investors.
Terms of the Offering The selling shareholders will determine when and
how they will sell the common stock offered in
this prospectus.
Termination of the Offering The offering will conclude when all of the
1,680,000 shares of common stock have been sold,
the shares no longer need to be registered or to
be sold due to the operation of Rule 144 or we
decide at any time to terminate the registration
of the shares at our sole discretion.
Securities Issued and
Outstanding Prior to the
Offering 3,680,000 shares of our common stock
Securities Issued and
Outstanding After to the
Offering 3,680,000 shares of our common stock
3
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Use of Proceeds We will not receive any proceeds from the sale of
the common stock by the selling shareholders.
Market for the common
stock There has been no market for our securities. Our
common stock is not traded on any exchange or on
the Over-the-Counter market. After the effective
date of the registration statement relating to
this prospectus, we hope to have a market maker
file an application with FINRA for our common
stock to become eligible for trading on the
Over-the-Counter Bulletin Board. We do not yet
have a market maker who has agreed to file such
application. There is no assurance that a trading
market will develop or, if developed, that it will
be sustained. Consequently, a purchaser of our
common stock may find it difficult to resell the
securities offered herein should the purchaser
desire to do so.
Going Concern
Considerations As reflected in the accompanying financial
statements, the Company is in the development
stage and has a net loss of $1,489 for the period
from July 13, 2011 (inception) to June 30, 2013.
This raises substantial doubt about our ability to
continue as a going concern. Our ability to
continue as a going concern is dependent on our
ability to raise additional capital and implement
our business plan
Summary Risk Factors Investing in our common stock involves a high
degree of risk. You should consider carefully the
risks and uncertainties as described under "Risk
Factors," the other information contained in this
prospectus and our financial statements and the
related notes before you decide whether to invest
in our common stock.
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SUMMARY FINANCIAL INFORMATION
The following financial information summarizes the more complete historical financial information at the end of this prospectus.
BALANCE SHEET
Total Assets $ 17,563
Total Liabilities $ 280
Stockholders' Equity $ 17,283
Period from
July 13, 2011
(date of inception) to
June 30, 2013
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(Audited)
INCOME STATEMENT
Revenue $ --
Total Expenses $ 1,489
Net Loss $ (1,489)
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RISK FACTORS
An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.
IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.
While at June 30, 2013, we had cash on hand of $ 17,563 we have accumulated a deficit of $1,489 in business development and administrative expenses. At this rate, we expect that we will only be able to continue operations for one year without additional funding. We anticipate that additional funding will be needed for general administrative expenses and marketing costs. We have not generated any revenue from operations to date.
In order to expand our business operations, we anticipate that we will have to raise additional funding. If we are not able to raise the capital necessary to fund our business expansion objectives, we may have to delay the implementation of our business plan.
We do not currently have any arrangements for financing for our bedding
business. Obtaining additional funding will be subject to a number of factors,
including general market conditions, investor acceptance of our business plan
and initial results from our business operations. These factors may impact the
timing, amount, terms or conditions of additional financing available to us.
The most likely source of future funds available to us is through the sale of
additional shares of common stock or advances from our director.
WE LACK AN OPERATING HISTORY AND HAVE NOT GENERATED ANY REVENUES OR PROFITS TO DATE. THERE IS NO ASSURANCE OUR FUTURE OPERATIONS WILL RESULT IN PROFITABLE REVENUES. IF WE CANNOT GENERATE SUFFICIENT REVENUES TO OPERATE PROFITABLY, WE MAY HAVE TO CEASE OPERATIONS.
We were incorporated in July 2011 and we have not started our proposed business operations or realized any revenues from sale of bedding product. We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception is $1,489 of which $454 is for bank charges and $1,035 is incorporation service fee. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to earn profit by attracting enough international students who will use our services. We cannot guarantee that we will be successful in profitably selling bedding product. Failure to generate revenues and profit will cause us to suspend or cease operations.
BECAUSE OUR OFFICER AND DIRECTOR HAS OTHER BUSINESS INTERESTS, HE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Our officer and director, Oleksandr Bezuhlyi, will only be devoting limited time to our operations. Mr. Bezuhlyi intends to devote 20% to 25% of his business time to our affairs. Because our officer and director will only be devoting
limited time to our operations, our operations may be sporadic and occur at times which are convenient to them. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a possible cessation of operations. It is possible that the demands on Oleksandr Bezuhlyi from his other obligations could increase with the result that he would no longer be able to devote sufficient time to the management of our business. In addition, Mr. Bezuhlyi may not possess sufficient time for our business if the demands of managing our business increase substantially beyond current levels.
BECAUSE WE HAVE ONLY ONE OFFICER AND DIRECTOR WHO MAY HAVE NOT ENOGH EXPERIENCE AND FORMAL TRAINING IN FINANCIAL ACCOUNTING AND MANAGENENT, OUR BUSINESS HAS A HIGH RISK OF FAILURE.
We have only one officer and director. He has no formal training in financial
accounting and management; however, he is responsible for our managerial and
organizational structure, which will include preparation of disclosure and
accounting controls.
While Mr. Bezuhlyi has no formal training in financial accounting matters, he
has been reviewing the financial statements that have been audited and reviewed
by our auditors and included in this prospectus. When the disclosure and
accounting controls referred to above are implemented, he will be responsible
for the administration of them. Should he not have sufficient experience, he may
be incapable of creating and implementing the controls which may cause us to be
subject to sanctions and fines by the SEC which ultimately could cause you to
lose your investment. However, because of the small size of our expected
operations, we believe that he will be able to monitor the controls he will have
created and will be accurate in assembling and providing information to
investors.
BECAUSE OUR CONTINUATION AS A GOING CONCERN IS IN DOUBT, WE WILL BE FORCED TO CEASE BUSINESS OPERATIONS UNLESS WE CAN GENERATE PROFITABLE OPERATIONS IN THE FUTURE.
We have incurred losses since our inception resulting in an accumulated deficit of $1,489 at June 30, 2013. Further losses are anticipated in the development of our business. As a result, there is substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. We will require additional funds in order to provide proper service to our potential clients. At this time, we cannot assure investors that we will be able to obtain financing. If we are unable to raise needed financing, we will have to delay or abandon further consulting efforts. If we cannot raise financing to meet our obligations, we will be insolvent and will be forced to cease our business operations.
BECAUSE OUR DIRECTOR OWNS 54% OF OUR ISSUED AND OUTSTANDING COMMON STOCK, HE CAN MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS.
Our director, Oleksandr Bezuhlyi, own approximately 54% of the outstanding shares of our common stock. Accordingly, he will have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations, and the sale of all or substantially all of
our assets. He will also have the power to prevent or cause a change in control. The interests of our director may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.
IF OLEKSANDR BEZUHLYI, OUR OFFICER AND DIRECTOR, SHOULD RESIGN OR DIE, WE WILL NOT HAVE A CHIEF EXECUTIVE OFFICER. THIS COULD RESULT IN OUR OPERATIONS SUSPENDING, AND YOU COULD LOSE YOUR INVESTMENT.
We depend on the services of our officer and director Oleksandr Bezuhlyi for the
future success of our business. The loss of the services of Mr. Bezuhlyi could
have an adverse effect on our business, financial condition and results of
operations. If he should resign or die we will not have a chief executive
officer. If that should occur, until we find another person to act as our chief
executive officer, our operations could be suspended. In that event it is
possible you could lose your entire investment.
We do not carry any key personnel life insurance policies on Mr. Bezuhlyi and
we do not have a contract for his services.
U.S. INVESTORS MAY EXPERIENCE DIFFICULTIES IN ATTEMPTING TO EFFECT SERVICE OF PROCESS AND TO ENFORCE JUDGMENTS BASED UPON U.S. FEDERAL SECURITIES LAWS AGAINST THE COMPANY AND ITS NON-U.S. RESIDENT OFFICER AND DIRECTOR.
While we are organized under the laws of State of Nevada, our office and director is non-U.S. resident. Consequently, it may be difficult for investors to affect service of process on Mr. Bezuhlyi in the United States and to enforce in the United States judgments obtained in United States courts against Mr. Bezuhlyi based on the civil liability provisions of the United States securities laws. Since all our assets will be located outside of U.S., it may be difficult or impossible for U.S. investors to collect a judgment against us. As well, any judgment obtained in the United States against us may not be enforceable in the United States.
OUR BUSINESS CAN BE EFFECTED BY CURRENCY RATE FLUCTUATIONS AS WE MAY RECEIVE PAYMENTS AND INCUR EXPENSES IN FOREIGN CURRENCY.
We will receive some of our earnings in various currencies such as US dollar or Euros. Some of our clients may pay us in currency other than US dollar or Euro. Also, as our current supplier is based in Ukraine, some of our expenses may be incurred in Ukrainian Hryvnas.. If we are not able to successfully protect ourselves against currency fluctuations, then our profits will also fluctuate and could cause us to be less profitable or incur losses, even if our business is doing well.
IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO SELL THEIR SHARES.
There is currently no market for our common stock and we can provide no assurance that a market will develop. We plan to apply for listing of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement, of which this prospectus forms a part. However, we can provide investors with no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize. If no
market is ever developed for our shares, it will be difficult for shareholders to sell their stock. In such a case, shareholders may find that they are unable to achieve benefits from their investment.
OUR SHARES OF COMMON STOCK ARE SUBJECT TO THE "PENNY STOCK' RULES OF THE SECURITIES AND EXCHANGE COMMISSION AND THE TRADING MARKET IN OUR SECURITIES WILL BE LIMITED, WHICH WILL MAKE TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks." Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. A broker-dealer must also provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer, and sales person in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for stock that becomes subject to those penny stock rules. If a trading market for our common stock develops, our common stock will probably become subject to the penny stock rules, and shareholders may have difficulty in selling their shares.
WHEN OUR SHARES OF COMMON STOCK COMMENCE TRADING ON THE OTC BULLETIN BOARD, THE TRADING PRICE WILL FLUCTUATE SIGNIFICANTLY AND STOCKHOLDERS MAY HAVE DIFFICULTY RESELLING THEIR SHARES.
As of the date of this Registration Statement, our common stock does not yet
trade on the Over-the-Counter Bulletin Board. When our shares of common stock
commence trading on the Bulletin Board, there is a volatility associated with
Bulletin Board securities in general and the value of your investment could
decline due to the impact of any of the following factors upon the market price
of our common stock: (i) disappointing results from our discovery or development
efforts; (ii) failure to meet our revenue or profit goals or operating budget;
(iii) decline in demand for our common stock; (iv) downward revisions in
securities analysts' estimates or changes in general market conditions; (v)
technological innovations by competitors or in competing technologies; (vi) lack
of funding generated for operations; (vii) investor perception of our industry
or our prospects; and (viii) general economic trends.
ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL RESULT IN DILUTION TO EXISTING SHAREHOLDERS.
We must raise additional capital in order for our business plan to succeed. Our most likely source of additional capital will be through the sale of additional
shares of common stock. Such stock issuances will cause stockholders' interests in our company to be diluted. Such dilution will negatively affect the value of investors' shares.
WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEBLE FUTURE.
We have never paid any dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, a return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.
WE HAVE NO EXPERIENCE AS A PUBLIC COMPANY.
We have never operated as a public company. We have no experience in complying
with the various rules and regulations, which are required of a public company.
As a result, we may not be able to operate successfully as a public company,
even if our operations are successful. We plan to comply with all of the various
rules and regulations, which are required of a public company.
However, if we cannot operate successfully as a public company, your investment
may be adversely affected. Our inability to operate as a public company could be
the basis of your losing your entire investment in us.
WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE. WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
We plan to contact a market maker immediately following the close of the offering and apply to have the shares quoted on the OTC Electronic Bulletin Board. To be eligible for quotation, issuers must remain current in their filings with the SEC. In order for us to remain in compliance we will require revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all.
BECAUSE OUR COMMON STOCK IS NOT REGISTERED UNDER THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED, WE WILL NOT BE SUBJECT TO THE FEDERAL PROXY RULES AND OUR
DIRECTORS, EXECUTIVE OFFICERS AND 10% BENEFICIAL HOLDERS WILL NOT BE SUBJECT TO
SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
Our common stock is not registered under the Exchange Act, and we do not intend
to register our common stock under the Exchange Act for the foreseeable future
(provided that, we will register our common stock under the Exchange Act if we
have, after the last day of our fiscal year, more than 500 shareholders of
record, in accordance with Section 12(g) of the Exchange Act;). As long as our
common stock is not registered under the Exchange Act, we will not be subject to
Section 14 of the Exchange Act, which, among other things, prohibits companies
that have securities registered under the Exchange Act from soliciting proxies
or consents from shareholders without furnishing to shareholders and filing with
the SEC a proxy statement and form of proxy complying with the proxy rules. In
addition, so long as our common stock is not registered under the Exchange Act, our directors and executive officers and beneficial holders of 10% or more of our outstanding common stock will not be subject to Section 16 of the Exchange Act. Section 16(a) of the Exchange Act requires executive officers and directors, and persons who beneficially own more than 10% of a registered class of equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of common shares and other equity securities, on Forms 3, 4, and 5 respectively. Such information about our directors, executive officers, and beneficial holders will only be available through periodic reports and any registration statements on Form S-1 we file.
OUR REPORTING OBLIGATIONS UNDER SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, MAY BE SUSPENDED AUTOMATICALLY IF WE HAVE FEWER THAN 300 SHAREHOLDERS OF RECORD ON THE FIRST DAY OF OUR FISCAL YEAR.
If our common stock is not registered under the Exchange Act, our obligation to file reports under Section 15(d) of the Exchange Act will be automatically suspended if, on the first day of any fiscal year (other than a fiscal year in which a registration statement under the Securities Act has gone effective), we have fewer than 300 shareholders of record. This suspension is automatic and does not require any filing with the SEC. In such an event, we would only be required to file an annual report for the twelve months after this prospectus is declared effective by the SEC. Accordingly, we may cease providing periodic reports and current or periodic information, including operational and financial information, may not be available with respect to our results of operations. If our obligation to file reports under Section 15(d) is suspended it may decrease our common stock's liquidity, if any, affecting your ability to resell our common stock.
ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL RESULT IN DILUTION TO EXISTING SHAREHOLDERS.
We must raise additional capital in order for our business plan to succeed. Our most likely source of additional capital will be through the sale of additional shares of common stock. Such stock issuances will cause stockholders' interests in our company to be diluted. Such dilution will negatively affect the value of investors' shares.
AS AN "EMERGING GROWTH COMPANY" UNDER THE JOBS ACT, WE ARE PERMITTED TO RELY ON EXEMPTIONS FROM CERTAIN DISCLOSURE REQUIREMENTS.
We qualify as an "emerging growth company" under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:
- have an auditor report on our internal controls over financial
reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
- comply with any requirement that may be adopted by the Public Company
Accounting Oversight Board regarding mandatory audit firm rotation or
a supplement to the auditor's report providing additional information
about the audit and the financial statements (i.e., an auditor
discussion and analysis);
- submit certain executive compensation matters to shareholder advisory
votes, such as "say-on-pay" and "say-on-frequency;" and
- disclose certain executive compensation related items such as the
correlation between executive compensation and performance and
comparisons of the Chief Executive's compensation to median employee
compensation.
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. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
We will remain an "emerging growth company" for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results are most likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the "Risk Factors" section and elsewhere in this prospectus.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders.
DETERMINATION OF OFFERING PRICE
The selling shareholders will sell our shares at $0.03 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price arbitrarily, by adding a $0.02 premium to the last sale price of our common stock to investors. Currently the company is not listed on the OTCBB and there is no assurance that the stock will ever be so listed. Such offering price does not have any relationship to any established criteria of value, such as book value or earnings per share. Because we have no significant operating history, the price of our common stock is not based on past earnings, nor is the price of our common stock indicative of the current market value of the assets owned by us. No valuation or appraisal has been prepared for our business and potential
business expansion. Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market.
DILUTION
The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders.
SELLING SHAREHOLDERS
The selling shareholders named in this prospectus are offering all of the 1,680,000 shares of common stock offered through this prospectus. These shares were acquired from us in private placements that were exempt from registration provided under Regulation S of the Securities Act of 1933. All shares were acquired outside of the United States by non-U.S. persons. The shares include the following:
1,680,000 shares of our common stock that the selling shareholders acquired from us in an offering that was exempt from registration under Regulation S of the Securities Act of 1933 that was completed on May 3, 2012.
The following table provides as of the date of this prospectus, information regarding the beneficial ownership of our common stock held by each of the selling shareholders, including:
1. the number of shares owned by each prior to this offering;
2. the total number of shares that are to be offered for each;
3. the total number of shares that will be owned by each upon completion
of the offering; and
4. the percentage owned by each upon completion of the offering.
Total Number Of
Shares To Be
Offered For Total Shares to Percentage of
Shares Owned Selling Be Owned Upon Shares owned Upon
Name of Prior To This Shareholders Completion Of Completion of
Selling Shareholder Offering Account This Offering This Offering
------------------- -------- ------- ------------- -------------
VALENTYNA GACH 70,000 70,000 Nil Nil
TATYANA BEZUGLAYA 60,000 60,000 Nil Nil
OLEKSANDR GALDETSKYI (1) 70,000 70,000 Nil Nil
VOLODYMYR BEZUHLYI 70,000 70,000 Nil Nil
DMUTRO ORLOV 60,000 60,000 Nil Nil
VALENTYNA CHORNAYA 60,000 60,000 Nil Nil
EVGEN KOLEDA 60,000 60,000 Nil Nil
ANDRIY CHORNYY 60,000 60,000 Nil Nil
|
RADKA PRIBYLOVA 70,000 70,000 Nil Nil IRINA IVASHKEVICH 60,000 60,000 Nil Nil NATAL'YA KALYUZHNAYA 60,000 60,000 Nil Nil PAVEL KALYUZHNIY 60,000 60,000 Nil Nil VLASTISLAV JILICH 70,000 70,000 Nil Nil LARYSA CHORNA 60,000 60,000 Nil Nil MIROSLAV GERASIMENKO 60,000 60,000 Nil Nil MARINA PETRUS 60,000 60,000 Nil Nil TAMARA HANDYUK 70,000 70,000 Nil Nil ANAR MAMEDOV 70,000 70,000 Nil Nil VLADYSLAV OPLETA 40,000 40,000 Nil Nil VITALIY BOGDAN 70,000 70,000 Nil Nil ANDREY GILENKO 70,000 70,000 Nil Nil ARTUR ASATRYAN 70,000 70,000 Nil Nil RUSLAN KOVAL 70,000 70,000 Nil Nil IHOR PLUT 70,000 70,000 Nil Nil LARYSA NEHRESKO 70,000 70,000 Nil Nil LIUDMYLA NATSENKO 70,000 70,000 Nil Nil |
The named party beneficially owns and has sole voting and investment power over all shares or rights to these shares. The numbers in this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold. The percentages are based on 3,680,000 shares of common stock issued and outstanding on the date of this prospectus.
None of the selling shareholders:
1. has had a material relationship with us other than as a shareholder at
any time within the past three years;
2. has ever been one of our officers or directors;
3. is a broker-dealer; or a broker-dealer's affiliate.
We may require the selling security holders to suspend the sales of the securities offered by this prospectus upon the occurrence of any event that makes any statement in this prospectus, or the related registration statement, untrue in any material respect, or that requires the changing of statements in these documents in order to make statements in those documents not misleading. We will file a post-effective amendment to this registration statement to reflect any material changes to this prospectus.
PLAN OF DISTRIBUTION
The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions. There are no arrangements, agreements or understandings with respect to the sale of these securities.
The selling shareholders will sell our shares at $0.03 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price arbitrarily. There is no assurance of when, if ever, our stock will be listed on an exchange or quotation system.
The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144, when eligible.
If applicable, the selling shareholders may distribute shares to one or more of their partners who are unaffiliated with us. Such partners may, in turn, distribute such shares as described above. If these shares being registered for resale are transferred from the named selling shareholders and the new shareholders wish to rely on the prospectus to resell these shares, then we must first file a prospectus supplement naming these individuals as selling shareholders and providing the information required concerning the identity of each selling shareholder and he or her relationship to us. There is no agreement or understanding between the selling shareholders and any partners with respect to the distribution of the shares being registered for resale pursuant to this registration statement.
We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders.
We are bearing all costs relating to the registration of the common stock. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.
The selling shareholders must comply with the requirements of the Securities Act and the Securities Exchange Act in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:
1. Not engage in any stabilization activities in connection with our
common stock;
2. Furnish each broker or dealer through which common stock may be
offered, such copies of this prospectus, as amended from time to time,
as may be required by such broker or dealer; and
3. Not bid for or purchase any of our securities or attempt to induce any
person to purchase any of our securities other than as permitted under
the Securities Exchange Act.
The Securities and Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on
the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which contains:
- a description of the nature and level of risk in the market for penny
stocks in both public offerings and secondary trading;
- a description of the broker's or dealer's duties to the customer and
of the rights and remedies available to the customer with respect to a
violation of such duties or other requirements;
- a brief, clear, narrative description of a dealer market, including
"bid" and "ask" prices for penny stocks and the significance of the
spread between the bid and ask price;
- a toll-free telephone number for inquiries on disciplinary actions;
- a definition of significant terms in the disclosure document or in the
conduct of trading penny stocks; and
- such other information and is in such form (including language, type,
size, and format) as the Commission shall require by rule or
regulation.
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:
- bid and offer quotations for the penny stock;
- the compensation of the broker-dealer and its salesperson in the
transaction;
- the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
- monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.
DESCRIPTION OF SECURITIES
GENERAL
Our authorized capital stock consists of 75,000,000 shares of common stock at a par value of $0.001 per share.
COMMON STOCK
As of December 16, 2013, there were 3,680,000 shares of our common stock issued and outstanding that is held by 27 stockholders of record.
Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of our common stock representing a majority of the voting power of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our articles of incorporation.
Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.
PREFERRED STOCK
We do not have an authorized class of preferred stock.
DIVIDEND POLICY
We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.
SHARE PURCHASE WARRANTS
We have not issued and do not have any outstanding warrants to purchase shares of our common stock.
OPTIONS
We have not issued and do not have any outstanding options to purchase shares of our common stock.
CONVERTIBLE SECURITIES
We have not issued and do not have any outstanding securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, an interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
The financial statements included in this prospectus and the registration statement have been audited by KLJ & Associates, LLP to the extent and for the periods set forth in their report appearing elsewhere in this document and in the registration statement filed with the SEC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
DESCRIPTION OF BUSINESS
PRODUCTS/SERVICES
We are in the business of wholesale of bedding products. The company will offer bedding goods or merchandise to retailers, to industrial, commercial, institutional, and other professional business users, or to other wholesalers and related subordinated services. Our products will also be available directly to the consumer via our online shopping catalogue.
We act as the traditional "Middle Man" by buying large bulk from manufactures, and then sell and deliver in smaller quantities to "Retailers". We plan on offering a range of products including: bed sheets, blanket, comforters, duvets, futon, pillows and quilts. Customers will be able to view and buy goods on our website and our online color catalogue. Customers will receive regular email updates on new products and brands.
We will offer products in the following 7 product categories:
PRODUCTS
1) Bed Sheet 2) Blanket 3) Comforter 4) Duvet 5) Futon 6) Pillow 7) Quilt
As our business expands, we may offer other products to our inventory..
MATERIALS
Our products are made of lightweight white, solid-color or printed plain weave, satin weave, cotton/polyester blends fabrics. Polyester batting is used as a filling for our quilts and duvets as it is less expensive and more easily laundered than natural down or feathers.
SIZES
Bed size refers to the dimensions of a mattress and the names by which standard sizes are called. Beds themselves vary widely in size according to the degree of ornamentation but are sold according to the size of mattress they take. The dimensions and names vary considerably around the world, with most countries having their own standards and terminology.
Modern sizes in metric system countries are 200 centimeters (79 in) long:
domestic double beds are either 140 centimeters (55 in) or 160 centimeters (63
in) wide. The traditional "double" size standard among English speaking
countries, based on the imperial measurement is 4'6" by 6'3" (54 by 75 inches
(137 by 191 cm)) but the sizes for other bed types tend to vary.
We will offer to our customers bed packages with the next sizes:
Small size, Pack 1:
Blanket cover slip - 143x215 - 1 item, bed sheet - 150x220 - 1 item,
pillow-cases 50x70 - 2 items.
Middle size, Pack 2:
Blanket cover slip - 160x215 - 1 item, bed sheet - 160x220 - 1 item,
pillow-cases 50x70 - 2 items.
Large size, Pack 3:
Blanket cover slip - 175x215 - 1 item, bed sheet - 200x220 - 1 item,
pillow-cases 70x70 - 2 items.
Extra Large size, Pack 4:
Blanket cover slip - 200x230 - 1 item, bed sheet - 220x240 - 1 item,
pillow-cases 70x70 - 2 items.
We plan to sell the next North American bed sizes in the future:
Bed Measurements Fitted Sheet Flat Sheet Duvet/Quilt Cover Comforters
---------------- ------------ ---------- ----------------- ----------
Twin 39" x 76" x 8" 72" x 102" 59" x 79" 80" x 106"
Full 54" x 76" x 8" 87" x 102" 79" x 79" 100" x 106"
(137 x 193 x 20 cm) (221 x 259 cm) (201 x 201 cm) (254 x 269 cm)
Queen 60" x 80" x 8" 105" x 110" 88" x 86" 106" x 106"
(152 x 203 x 20 cm) (267 x 279 cm) (224 x 218 cm) (269 x 269 cm)
King 76" x 80" x 8" 110" x 114" 102" x 86" 112" x 106"
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THREAD COUNT
Thread count is often used as a measure of fabric quality, so that "standard" cotton thread counts are around 150 while good-quality sheets start at 180 and a count of 200 or higher is considered percale. We are planning to offer products with thread count ranging from 180 to 180 and higher.
SUPPLIERS
In our wholesale projects we will purchase manufactured bedding items in bulk from our suppliers and sell at a higher cost per unit to retailers, wholesalers or directly to the consumer.
Currently we have executed one supplier agreement with ANDRIY CHORNYY FOP. In future, we may execute additional agreements with other suppliers of bedding products. We plan to source our suppliers in low cost countries such as: Turkey, China and countries in Eastern Europe. We can find potential suppliers by searching online on sites such as:
http://www.globalmarket.com/textile-25.html?gclid=CJvggbS03rQCFcpZ3godkm4AMA. We
can find potential suppliers by searching online sites such as:
http://www.globalmarket.com.
CONTRACT FOR WHOLESALE BEDDING SERVICES
We have executed a Contract for Wholesale Services with ANDRIY CHORNYY FOP based in Ukraine . This company is a Bedding product developer and is in a process of expanding its target market in Europe, USA and Canada. Under the terms of the agreement we will purchase manufactured bedding products from ANDRIY CHORNYY Industries. Other material terms of the agreement are as follows:
1. Client shall pay Service Provider a one-time commission of fifteen
percent (15%) for each bedding item sold to an end user.
2. Payment is due within 30 days since invoice issue date.
3. All knowledge and information acquired during the term of this
Contract with respect to the business and products of the client will
be treated by Service Provider as confidential until and unless
stipulated by client.
4. This contract can be modified orally or in writing by agreement of
both parties.
5. Either party may terminate this contract by giving a 30 days notice in
writing.
WEBSITE MARKETING STRATEGY
We have registered a domain for our website (www.HeavenlyBeddingDirect.com).
We plan to use our website to market and display our services. To accomplish this, we plan to contract an independent web designing company. Our website will describe our services in detail, show our contact information, and include some general information and description of our services.
We intend to promote our website by displaying it on our business cards. We intend to attract traffic to our website by a variety of online marketing tactics such as advertising with google.com and creating a social profile on Facebook.com.
TRADE SHOWS MARKETING
We plan to show case our bedding product in various tradeshows thought Europe. We will find the list of such events online on websites such as:
http://expoua.com/Exhibition/lang/en/mode/byCategory/category/2/subcategory/5522 /region/11/
One such trade show occurs in Germany: Heimtextil show, site show is:
http://heimtextil.messefrankfurt.com/frankfurt/en/besucher/willkommen.html
The cost of the show is: $3,000 consisting of:
Double side booth /stand fee: $2,300
Media and advertising package fee: $665
Materials and miscellaneous costs: $35
REVENUE
The company's revenue comes from selling bedding products to the end user for our clients. It could be small scale (in store, online) and large scale (orders from hotels, hospitals, larger stores etc). We charge commission for selling bedding products which may range from 10% to 20% for each item sold.
We may also receive commission from other bedding retailers and wholesalers companies to which we will refer our clients. The commission may range from 10% to 15% of the total amount paid by our clients.
COMPETITION
The bedding products market is highly competitive. We expect competition to continue to intensify in the future. Competitors include companies with substantial customer bases and working history. There can be no assurance that we can maintain a competitive position against current or future competitors, particularly those with greater financial, marketing, service, support, technical and other resources. Our failure to maintain a competitive position within the market could have a material adverse effect on our business, financial condition and results of operations.
INSURANCE
We do not maintain any insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party of a products liability action, we may not have sufficient funds to defend the litigation. If that occurs a judgment could be rendered against us that could cause us to cease operations.
EMPLOYEES; IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES.
We are a development stage company and currently have no employees, other than our officer and director. We intend to hire additional employees on an as needed basis.
GOVERNMENT REGULATION
FEDERAL SECURITIES LAWS
While we are incorporated in the State of Nevada, our place of business and director are foreigners. Consequently, it may be difficult for U.S. investors to affect service of process on our director in the United States and to enforce judgment obtained in U.S. courts against him, based on the civil liability provisions of the United States securities laws. Since all our assets will be located outside the U.S., it may be impossible to collect or enforce a judgment against us or our director.
OFFICES
Our offices are located at 2360 CORPORATE CIRCLE STE 400, HENDERSON, Nevada, 89074. Our telephone number is 38 (056) 399 3813. This is the office provided by Incorp Services, Inc. Upon the completion of our offering, we intend to establish an office elsewhere. As of the date of this prospectus, we have not sought or selected a new office site.
RESEARCH AND DEVELOPMENT EXPENDITURES
We have not incurred any other research or development expenditures since our incorporation.
SUBSIDIARIES
We do not have any subsidiaries.
PATENTS AND TRADEMARKS
We do not own, either legally or beneficially, any patents or trademarks.
LEGAL PROCEEDINGS
We are not currently a party to any legal proceedings. Our address for service of process in Nevada is 2360 Corporate Circle STE 400, Henderson, Nevada 89074-7722.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
NO PUBLIC MARKET FOR COMMON STOCK
There is presently no public market for our common stock. We anticipate applying for trading of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize.
STOCKHOLDERS OF OUR COMMON SHARES
As of the date of this registration statement, we have 27 registered shareholders.
RULE 144 SHARES
A total of 1,680,000 shares of our common stock are available for resale to the public in accordance with the volume and trading limitations of Rule 144 of the Act. The SEC has adopted amendments to Rule 144, which became effective on February 15, 2008 and applies to securities acquired both before and after that date. Under these amendments, a person who has beneficially owned restricted shares of our common stock for at least six months is entitled to sell their securities PROVIDED that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding the sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale.
Persons who have beneficially owned restricted shares of our common stock for at least six months but who are our affiliates at the time of, or at any time during the three months preceding the sale, are subject to additional restrictions. Such person is entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:
* 1% of the total number of securities of the same class then
outstanding, which will equal 47,900 shares as of the date of this
prospectus; or
* the average weekly trading volume of such securities during the four
calendar weeks preceding the filing of a notice on Form 144 with
respect to the sale;
provided, in each case, that we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale.
Such sales must also comply with the manner of sale and notice provisions of Rule 144.
As of the date of this prospectus, persons who are our affiliates hold all of the 2,000,000 shares that may be sold pursuant to Rule 144.
STOCK OPTION GRANTS
To date, we have not granted any stock options.
REGISTRATION RIGHTS
We have not granted registration rights to the selling shareholders or to any other persons.
DIVIDENDS
There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:
1. we would not be able to pay our debts as they become due in the usual
course of business; or
2. our total assets would be less than the sum of our total liabilities
plus the amount that would be needed to satisfy the rights of
shareholders who have preferential rights superior to those receiving
the distribution.
We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
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.
We qualify as an "emerging growth company" under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:
* have an auditor report on our internal controls over financial
reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;
* provide an auditor attestation with respect to management's report on
the effectiveness of our internal controls over financial reporting;
* comply with any requirement that may be adopted by the Public Company
Accounting Oversight Board regarding mandatory audit firm rotation or
a supplement to the auditor's report providing additional information
about the audit and the financial statements (i.e., an auditor
discussion and analysis);
* submit certain executive compensation matters to shareholder advisory
votes, such as "say-on-pay" and "say-on-frequency;" and
* disclose certain executive compensation related items such as the
correlation between executive compensation and performance and
comparisons of the CEO's compensation to median employee compensation.
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. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
We will remain an "emerging growth company" for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period. Even if we no longer qualify for the exemptions for an emerging growth company, we may still be, in certain circumstances, subject to scaled disclosure requirements as a smaller reporting company. For example, smaller reporting companies, like emerging growth companies, are not required to provide a compensation discussion and analysis under Item 402(b) of Regulation S-K or auditor attestation of internal controls over financial reporting.
PLAN OF OPERATION
We will rely on our president's educational background and work experience in bedding industry to services our clients and to develop our business. As our business expands, we may hire additional representatives and sales consultants. Below are the main steps and milestones the company plans for this fiscal year.
STEP BY STEP COST OF OPERATION
Jun-Jul 2013 Registering a domain name and begin developing our website. $ 2,000
Make a database of potential clients $ 200
-------
The expected cost for this step is: $ 2,200 $ 2,200
Aug-Sep 2013 Begin meeting prospective clients and negotiating referral
agreements. Costs include telephone and travel expenses. $ 2,000
Begin advertising campaign. Printing, fliers. Placing online
adds. Advertising will be an ongoing activity throughout the
lifetime of our operations. $ 2,500
-------
The expected cost for this step is: $ 4,500 $ 4,500
Oct-Nov 2013 Continue seeking new clients and executing agreements with them.
Costs include telephone and travel expenses. $ 1,500
Launch our website. $ 2,000
-------
The expected cost for this step is: $ 3,500 $ 3,500
Dec-Jan 2013- Advertise our product at trade show $ 3,000
2014 Continue improving/updating website $ 1,000
-------
The expected cost for this step is: $ 4,000 $ 4,000
Feb-Mar 2014 Hire 1-2 wholesale experts or sales consultent to help us serve
our clients. The number of consultants will depend on our level
of business activity. Their salary will be commission based. $ 0
-------
The expected cost for this step is: $ 0 $ 0
Apr-May 2014 Continue to advertise our business. $ 1,000
Continue to expand client's database. $ 0
-------
The expected cost for this step is: $ 1,000 $ 1,000
-------
Subtotal for all steps is: $15,200 $15,200
General administrative costs: office electronics and utilities,
network technical assistance and computer maintenance work $ 8,500
-------
Total: $23,700 $23,700
Professional fees, including fees payable in connection with
the filing of this registration statement and complying with
reporting obligations. $10,000
-------
Grand Total: $33,700
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The total cost of operation is: $33,700.
Based on our current operating plan, we do not expect to generate revenue that is sufficient to cover our expenses for the next six months. In addition, we do not have sufficient cash and cash equivalents to execute our operations and will need to obtain additional financing to operate our business for the next six months. Additional financing, whether through public or private equity or debt financing, arrangements with the security holder or other sources to fund operations, may not be available, or if available, may be on terms unacceptable to us. Our ability to maintain sufficient liquidity is dependent on our ability to raise additional capital. If we issue additional equity securities to raise funds, the ownership percentage of our existing security holder would be reduced. New investors may demand rights, preferences or privileges senior to those of existing holders of our common stock. Debt incurred by us would be senior to equity in the ability of debt holders to make claims on our assets. The terms of any debt issued could impose restrictions on our operations. If adequate funds are not available to satisfy either short or long-term capital requirements, our operations and liquidity could be materially adversely affected and we could be forced to cease operations. At the present time, we have not received any confirmation from any party of their willingness to loan or invest funds to the company but will seek funding advances from sources such as our officer and director or from sale of our common stock.
Currently the Company does not employ any employees, however as the Company grows, it plans to employ additional employees, as required.
If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations. If we cease operations, we do not know what we will do and we do not have any plans to do anything else.
RESULTS OF OPERATIONS FOR PERIOD ENDING JUNE 30, 2013
We did not earn any revenues from our incorporation on July 13, 2011 to June 30, 2013. We incurred operating expenses in the amount of $1,489 for the period from our inception on July 13, 2011 to June 30, 2013. These operating expenses were comprised of incorporation expenses of $1,035
and interest & bank charges of $454.
We have not attained profitable operations and are dependent upon obtaining financing to pursue exploration activities. For these reasons, there is substantial doubt that we will be able to continue as a going concern.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
We have had no changes in or disagreements with our accountants.
AVAILABLE INFORMATION
We have filed a registration statement on Form S-1 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits. Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company. We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving the company, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials. You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principal
office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20549. D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms.
The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. Our registration statement and the referenced exhibits can also be found on this site.
DIRECTORS, EXECUTIVE OFFICER, PROMOTERS AND CONTROL PERSONS
Our executive officer and director and his age as of the date of this prospectus is as follows:
DIRECTOR:
Name and Address of
Executive Officer
and/or Director Age Office
--------------- --- ------
Oleksandr Bezuhlyi 59 President, Chief Executive Officer, Secretary,
Chief Financial Officer and Chief Accounting
Officer and Sole Director
Oleksandr Galdetskyi 43 Treasurer
|
BIOGRAPHICAL INFORMATION
Set forth below as a brief background and business experience description of our President for last five years.
Since the very inception on July 13, 2011, Oleksandr Bezuhlyi. has been our President, Chief Executive Officer, Secretary, Chief Financial Officer. He was chosen for this position in part because of his bedding work experience. His previous practical work and background were closely connected with provision of bedding products sales services.
In 1986 Oleksandr Bezuhlyi graduated with Master's degree from Technical University, Saint Petersburg, Russia. From 1986 to 2006 he was a manager of a Railway DEPOT of Ukraine. After 2006 to present he has been working as a Sales Representative to ANDRIY CHORNYY FOP. His present duties are to promote and carry on sales of Bedding in the Major Cities of Western Europe like Kiev and Odessa.
Since the very inception on July 13, 2011, Oleksandr Galdetskyi has been our Treasurer.
From 2005 to present Mr. Galdetskyi has been self employed in the business of trading and shipping of automobiles in Europe.
In 1989 Mr. Galdetskyi received an accounting diploma from Collage of Trade and Economy, Kiev, Ukraine.
Neither Mr. Bezuhlyi nor Mr. Galdetskyi have not been a member of the board of directors of any corporations during the last five years. During the past ten years, neither Mr. Bezuhlyi nor Mr. Galdetskyi have not been the subject to any of the following events:
1. Any bankruptcy petition filed by or against any business of which Mr.
Bezuhlyi was a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time.
2. Any conviction in a criminal proceeding or being subject to a pending
criminal proceeding.
3. An order, judgment, or decree, not subsequently reversed, suspended or
vacated, or any court of competent jurisdiction, permanently or
temporarily enjoining, barring, suspending or otherwise limiting Mr.
Oleksandr Bezuhlyi's involvement in any type of business, securities
or banking activities.
4. Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Future Trading
Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or
vacated.
TERM OF OFFICE
Our officer and director is appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws.
DIRECTOR INDEPENDENCE
Our board of directors is currently composed of one member, Mr. Bezuhlyi, who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exists which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director's business and personal activities and relationships as they may relate to us and our management.
COMMITTEES OF THE BOARD OF DIRECTORS
Our Board of Directors has no committees. We do not have a standing nominating, compensation or audit committee.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The table below summarizes all compensation awarded to, earned by, or paid to our executive officer by any person for all services rendered in all capacities to us for the fiscal period from our incorporation on July 13, 2011 to June 30, 2013 (our fiscal year end) and subsequent thereto to the date of this prospectus.
SUMMARY COMPENSATION TABLE
Change in
Pension
Value and
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Totals($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- ---------
Oleksandr 2013 0 0 0 0 0 0 0 0
Bezuhlyi 2012 0 0 0 0 0 0 0 0
President, CEO,
CFO, Secretary,
Chief Accounting
Officer, and
director
Oleksandr 2013 0 0 0 0 0 0 0 0
Galdetskyi 2012 0 0 0 0 0 0 0 0
Treasurer
|
Mr. Bezuhlyi currently devotes approximately twenty hours per week to manage the affairs of the Company. He has agreed to work with no remuneration until such time as the company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be.
No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by us for the benefit of our officer or director or employees.
STOCK OPTION GRANTS
We have not granted any stock options to our executive officer since our inception.
CONSULTING AGREEMENTS
We do not have an employment or consulting agreement with Oleksandr Bezuhlyi. We do not pay them for acting as a director or officer.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding common stock as of the date of this prospectus, and by the officers and directors, individually and as a group as of December 16, 2013. Except as otherwise indicated, all shares are owned directly.
Amount of
Title of Name and address beneficial Percent
Class of beneficial owner ownership of class
----- ------------------- --------- --------
Common Oleksandr Bezuhlyi 2,000,000 54.3 %
Stock President, Chief Executive Officer,
Chief Financial Officer, Secretary,
Chief Accounting Officer and Director.
2360 CORPORATE CIRCLE STE 400
HENDERSON, Nevada, 89074
|
The percent of class is based on 3,680,000 shares of common stock issued and outstanding as of the date of this prospectus.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On February 10, 2012, we issued a total of 2,000,000 shares of restricted common stock to Mr. Bezuhlyi for payment of $2,000.
Mr. Bezuhlyi works as a Sales Representative to ANDRIY CHORNYY FOP. The only contract the company has is with ANDRIY CHORNYY.
On February 2, 2012, Mr. Bezuhlyi loaned the company $100 to open bank account. On March 22, 2012, director loaned $180. The loans are unsecured, non-interest bearing and due on demand.
None of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:
* Any of our directors or officers;
* Any person proposed as a nominee for election as a director;
* Any person who beneficially owns, directly or indirectly, shares
carrying more than 5% of the voting rights attached to our outstanding
shares of common stock;
* Our sole promoter, Oleksandr Bezuhlyi;
* Any relative or spouse of any of the foregoing persons who has the
same house as such person;
* Immediate family members of directors, director nominees, executive
officers and owners of 5% or more of our common stock.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
Our officer and director is indemnified as provided by the Nevada Revised Statutes and our Bylaws. We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to court of appropriate jurisdiction. We will then be governed by the court's decision.
FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS:
Page
----
Report of Independent Registered Public Accounting Firm F-1
Balance Sheets as of June 30, 2013 and 2012 F-2
Statements of Operations for the year ended June 30, 2013, for the
period from July 13, 2011 (Date of Inception) to June 30, 2012 and
for the period from July 13, 2011 (Date of Inception) through
July 13, 2013 F-3
Statement of Stockholders' Equity for the period July 13, 2011
(Date of Inception) through July 13, 2013 F-4
Statements of Cash Flows for the year ended June 30, 2013, for the
period from July 13, 2011 (Date of Inception) to June 30, 2012 and
for the period from July 13, 2011 (Date of Inception) through
July 13, 2013 F-5
Notes to Financial Statements F-6
|
[LETTERHEAD OF KLJ & ASSOCIATES, LLP]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders Ketdarina Corp.
We have audited the accompanying balance sheet of Ketdarina Corp. as of June 30,
2013 and 2012 and the related statements of operations, stockholders' equity,
and cash flows for the year ended June 30, 2013, for the period July 13, 2011
(inception) through June 30, 2012 and for the period July 13, 2011 (inception)
through June 30, 2013. Ketdarina Corp's management is responsible for these
financial statements. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Ketdarina Corp. as of June 30, 2013 and 2012, and the results of its operations and its cash flows for year ended and the period July 13, 2011 (inception) through June 30, 2012 and for the period July 13, 2011 (inception) through June 30, 2013 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 2 to the financial statements, the Company had accumulated deficit of $1,489 as of June 30, 2013, which raises substantial doubt about its ability to continue as a going concern. Management's plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ KLJ & Associates, LLP ---------------------------------- KLJ & Associates, LLP St. Louis Park, MN November 26, 2013 |
1660 S Highway 100
Suite 500
St. Louis Park, Minnesota 55416
630.277.2330
Ketdarina Corp.
(A Development Stage Company)
Balance Sheets
June 30, 2013 June 30, 2012
------------- -------------
ASSETS
Current Assets
Cash and cash equivalents $ 17,563 $ 18,467
-------- --------
Total Assets $ 17,563 $ 18,467
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Loan from director $ 280 $ 280
-------- --------
Total Liabilities 280 280
-------- --------
Stockholders' Equity
Common Stock, par value $0.001; 75,000,000 shares authorized,
3,680,000 shares issued and outstanding 3,680 3,680
Additional paid-in capital 15,092 15,092
Deficit accumulated during the development stage (1,489) (585)
-------- --------
Total Stockholders' Equity 17,283 18,187
-------- --------
Total Liabilities and Stockholders' Equity $ 17,563 $ 18,467
======== ========
|
The accompanying notes are an integral part of these financial statements.
Ketdarina Corp.
(A Development Stage Company)
Statements of Operations
For the Period For the Period
July 13, 2011 July 13, 2011
(Date of Inception) (Date of Inception)
Year Ended through through
June 30, 2013 June 30, 2012 June 30, 2013
------------- ------------- -------------
Revenues $ -- $ -- $ --
Operating Expenses
Bank fees 49 405 454
General and administrative expenses 855 180 1,035
---------- ---------- ----------
Total Operating Expenses 904 585 1,489
Net loss from operations (904) (585) (1,489)
Provision for income taxes -- -- --
---------- ---------- ----------
Net Loss $ (904) $ (585) $ (1,489)
========== ========== ==========
Net income (loss) per common share:
basic and diluted $ (0.00) $ (0.00) $ (0.00)
========== ========== ==========
Weighted-average number of common shares
outstanding: basic and diluted 3,680,000 3,680,000 3,680,000
|
The accompanying notes are an integral part of these financial statements.
Ketdarina Corp.
(A Development Stage Company)
Statements of Stockholders Equity
For the Period July 13, 2011 (Date of Inception) through June 30, 2013
Deficit
Accumulated
Common Stock Additional During the Total
------------------ Paid-In Development Stockholders'
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
Inception, July 13, 2011 -- $ -- $ -- $ -- $ --
Shares issued for cash at
$0.001 per share on
February 10, 2012 2,000,000 2,000 -- -- 2,000
Shares issued for cash at
$0.01 per share on
May 3, 2012 1,680,000 1,680 15,092 -- 16,772
Net loss for the period
ended June 30, 2012 -- -- -- (585) (585)
--------- ------- -------- -------- --------
Balance as of 3,680,000 3,680 15,092 (585) 18,187
June 30, 2012
Net loss for the period
ended June 30, 2013 -- -- -- (904) (904)
--------- ------- -------- -------- --------
Balance as of July 31, 2013 3,680,000 $ 3,680 $ 15,092 $ (1,489) $ 17,283
========= ======= ======== ======== ========
|
The accompanying notes are an integral part of these financial statements.
Ketdarina Corp.
(A Development Stage Company)
Statements of Cash Flows
For the Period For the Period
July 13, 2011 July 13, 2011
(Date of Inception) (Date of Inception)
Year Ended through through
June 30, 2013 June 30, 2012 June 30, 2013
------------- ------------- -------------
Cash flows from operating activities:
Net loss for the period $ (904) $ (585) $ (1,489)
Adjustments to reconcile net loss to net cash
(used in) operating activities:
Changes in operating assets and liabilities:
Increase (decrease) in accrued expenses -- -- --
-------- -------- --------
Net cash used in operating activities (904) (585) (1,489)
-------- -------- --------
Cash flows from financing activities:
Proceeds from sale of common stock -- 18,772 18,772
Loans from director -- 280 280
-------- -------- --------
Net cash provided by financing activities -- 19,052 19,052
-------- -------- --------
Net increase (decrease) in cash (904) 18,467 17,563
Cash, beginning of the period 18,467 -- --
-------- -------- --------
Cash, end of the period $ 17,563 $ 18,467 $ 17,563
======== ======== ========
Supplemental Cash Flow Information:
Interest paid $ -- $ -- $ --
Income taxes paid $ -- $ -- $ --
|
The accompanying notes are an integral part of these financial statements.
Ketdarina Corp.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2013
NOTE 1--ORGANIZATION AND NATURE OF BUSINESS
Ketdarina Corp. was incorporated under the laws of the State of Nevada on July 13, 2011. We are in the business of wholesale of bedding products to industrial, commercial and institutional retailers, and other professional business users, or to other wholesalers and related subordinated services.
NOTE 2--GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company had no revenues as of June 30, 2013. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management's efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
NOTE 3--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Development Stage Company
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles related to development stage companies.
A development-stage company is one in which planned principal operations have
not commenced or if its operations have commenced, there has been no significant
revenues there from.
Basis of Presentation
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles
generally accepted in the United States of America ("GAAP" accounting). The
Company has adopted a June 30 fiscal year end.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities
of three months or less to be cash equivalents. The Company had $17,563 of cash
and cash equivalents as of June 30, 2013 and $18,467 of cash and cash
equivalents as of June 30, 2012.
Fair Value of Financial Instruments
The Company's financial instruments consist of cash and cash equivalents and
amounts due to shareholder. The carrying amount of these financial instruments
approximates fair value due either to length of maturity or interest rates that
approximate prevailing market rates unless otherwise disclosed in these
financial statements.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset
and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.
Ketdarina Corp.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2013
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services
have been provided and collection is reasonably assured.
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC
Topic 718. To date, the Company has not adopted a stock option plan and has not
granted any stock options.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company's net loss
applicable to common shareholders by the weighted average number of common
shares during the period. Diluted earnings per share is calculated by dividing
the Company's net income available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted
weighted average number of shares outstanding is the basic weighted number of
shares adjusted for any potentially dilutive debt or equity. There are no such
common stock equivalents outstanding as of June 30, 2013 and 2012.
Comprehensive Income
The Company has which established standards for reporting and display of
comprehensive income, its components and accumulated balances. When applicable,
the Company would disclose this information on its Statement of Stockholders'
Equity. Comprehensive income comprises equity except those resulting from
investments by owners and distributions to owners. The Company has not had any
significant transactions that are required to be reported in other comprehensive
income.
Recent Accounting Pronouncements
Ketdarina Corp. does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position or cash flow.
NOTE 4--LOAN FROM SHAREHOLDER
On February 2, 2012, director loaned $100 to open bank account.
On March 22, 2012, director loaned $180 for Sample Purchase.
The loans are unsecured, non-interest bearing and due on demand.
The balance due to the director was $280 as of June 30, 2013 and 2012, respectively.
NOTE 5--COMMON STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On February 10, 2012, the Company issued 2,000,000 shares of common stock for cash proceeds of $2,000 at $0.001 per share.
On May 3, 2012, the Company issued 1,680,000 shares of common stock for cash proceeds of $16,772 at $0.01 per share.
Ketdarina Corp.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2013
There were 3,680,000 shares of common stock issued and outstanding as of June 30, 2013 and 2012 respectively.
NOTE 6--COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.
NOTE 7--INCOME TAXES
As of June 30, 2013, the Company had net operating loss carry forwards of approximately $580 that may be available to reduce future years' taxable income in varying amounts through 2031. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
The provision for Federal income tax consists of the following:
June 30, 2013 June 30, 2012
------------- -------------
Federal income tax benefit attributable to:
Current operations $ 307 $ 198
Less: valuation allowance (307) (198)
-------- --------
Net provision for Federal income taxes $ -- $ --
======== ========
|
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
June 30, 2013 June 30, 2012
------------- -------------
Deferred tax asset attributable to:
Net operating loss carryover $ 307 $ 198
Less: valuation allowance (307) (198)
-------- --------
Net deferred tax asset $ -- $ --
======== ========
|
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $580 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.
NOTE 8--SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations up to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.
KETDARINA CORP.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
SEPTEMBER 30, 2013
Condensed Balance Sheets as of September 30, 2013 (unaudited) and June 30, 2013 F-10
Condensed Statements of Operations for the Three Months ended September 30, 2013 and 2012 and for the period from July 13, 2011 (Inception) to September 30, 2012 and 2013 (unaudited) F-11
Condensed Statements of Cash Flows for the years ended September 30, 2013 and 2012 and for the period from July 13, 2011 (Inception) to September 30, 2013 (unaudited) F-12
Notes to the Condensed Financial Statements F-13
KETDARINA CORP.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED BALANCE SHEETS
September 30, 2013 June 30, 2013
------------------ -------------
(unaudited)
ASSETS
Current Assets
Cash and cash equivalents $ 12,033 $ 17,563
-------- --------
Total Assets $ 12,033 $ 17,563
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current Liabilities
Loan from director $ 280 $ 280
-------- --------
Total Liabilities 280 280
-------- --------
Stockholders' Equity
Common stock, par value $0.001; 75,000,000 shares authorized;
3,680,000 shares issued and outstanding 3,680 3,680
Additional paid in capital 15,092 15,092
Deficit accumulated during the development stage (7,019) (1,489)
-------- --------
Total Stockholders' Equity 11,753 17,283
-------- --------
Total Liabilities and Stockholders' Equity $ 12,033 $ 17,563
======== ========
|
See accompanying notes to condensed financial statements.
KETDARINA CORP.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
Period from
Three Months Three Months July 13, 2011
Ended Ended (Inception) to
September 30, September 30, September 30,
2013 2012 2013
---------- ---------- ----------
REVENUES $ -- $ -- $ --
---------- ---------- ----------
OPERATING EXPENSES
Bank fees -- 50 455
General and administrative expenses 5,530 530 6,565
---------- ---------- ----------
TOTAL OPERATING EXPENSES 5,530 580 7,019
---------- ---------- ----------
NET LOSS FROM OPERATIONS (5,530) (580) (7,019)
PROVISION FOR INCOME TAXES -- -- --
---------- ---------- ----------
NET LOSS $ (5,530) $ (580) $ (7,019)
========== ========== ==========
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00) $ (0.00) $ (0.00)
========== ========== ==========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 3,680,000 3,680,000 3,680,000
========== ========== ==========
|
See accompanying notes to condensed financial statements.
KETDARINA CORP.
(A DEVELOPMENT STAGE COMPANY)
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
Period from
Three Months Three Months July 13, 2011
Ended Ended (Inception) to
September 30, September 30, September 30,
2013 2012 2013
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (5,530) $ (1,165) $ (7,019)
-------- -------- --------
CASH (USED IN) OPERATING ACTIVITIES (5,530) (1,165) (7,019)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock -- 18,772 18,772
Loan from director -- 280 280
-------- -------- --------
CASH PROVIDED BY FINANCING ACTIVITIES -- 19,052 19,052
-------- -------- --------
Net increase (decrease) in cash and cash equivalents (5,530) 17,887 12,033
Cash, beginning of period 17,563 -- --
-------- -------- --------
Cash, end of period $ 12,033 $ 17,887 $ 12,033
======== ======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ -- $ -- $ --
======== ======== ========
Income taxes paid $ -- $ -- $ --
======== ======== ========
|
See accompanying notes to condensed financial statements.
KETDARINA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2013 (Unaudited)
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
Ketdarina Corp. was incorporated under the laws of the State of Nevada on July 13, 2011. We are in the business of wholesale of bedding products to industrial, commercial and institutional retailers, and other professional business users, or to other wholesalers and related subordinated services.
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Development Stage Company
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles related to development stage companies.
A development-stage company is one in which planned principal operations have
not commenced or if its operations have commenced, there has been no significant
revenues there from.
Basis of Presentation
The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles
generally accepted in the United States of America ("GAAP" accounting). The
Company has adopted a June 30 fiscal year end.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities
of three months or less to be cash equivalents. The Company had $12,033 of cash
and cash equivalents as of September 30, 2013 and $17,563 of cash and cash
equivalents as of June 30, 2013.
Fair Value of Financial Instruments
The Company's financial instruments consist of cash and cash equivalents and
amounts due to shareholder. The carrying amount of these financial instruments
approximates fair value due either to length of maturity or interest rates that
approximate prevailing market rates unless otherwise disclosed in these
financial statements.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset
and liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of assets
and liabilities and are measured using the currently enacted tax rates and laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services
have been provided and collection is reasonably assured.
KETDARINA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2013 (Unaudited)
NOTE 2 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTINUED)
Stock-Based Compensation
Stock-based compensation is accounted for at fair value in accordance with ASC
Topic 718. To date, the Company has not adopted a stock option plan and has not
granted any stock options.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company's net loss
applicable to common shareholders by the weighted average number of common
shares during the period. Diluted earnings per share is calculated by dividing
the Company's net income available to common shareholders by the diluted
weighted average number of shares outstanding during the year. The diluted
weighted average number of shares outstanding is the basic weighted number of
shares adjusted for any potentially dilutive debt or equity. There are no such
common stock equivalents outstanding as of September 30, 2013.
Comprehensive Income
The Company has which established standards for reporting and display of
comprehensive income, its components and accumulated balances. When applicable,
the Company would disclose this information on its Statement of Stockholders'
Equity. Comprehensive income comprises equity except those resulting from
investments by owners and distributions to owners. The Company has not had any
significant transactions that are required to be reported in other comprehensive
income.
Recent Accounting Pronouncements
Ketdarina Corp. does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company's results of
operations, financial position or cash flow.
NOTE 3 - LOAN FROM DIRECTOR
On February 2, 2013, director loaned $100 to open bank account. On March 22, 2013, director loaned $180 for Sample Purchase. The loans are unsecured, non-interest bearing and due on demand. The balance due to the director was $280 as of September 30, 2013 and June 30, 2013
NOTE 4 - COMMON STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On February 10, 2012, the Company issued 2,000,000 shares of common stock for cash proceeds of $2,000 at $0.001 per share. On May 3, 2012, the Company issued 1,680,000 shares of common stock for cash proceeds of $16,800 at $0.01 per share.
There were 3,680,000 shares of common stock issued and outstanding as of September 30, 2013.
NOTE 5 - COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.
KETDARINA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 2013 (Unaudited)
NOTE 6 - INCOME TAXES
As of September 30, 2013, the Company had net operating loss carry forwards of approximately $5,530 that may be available to reduce future years' taxable income in varying amounts through 2031. Should a change in ownership occur net operating loss carry forwards can be limited as to use in future years.
NOTE 7 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of the Company as a going concern. However, the Company had no revenues as of September 30, 2013. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management's efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs of this offering are as follows:
Securities and Exchange Commission registration fee $ 6.49
Transfer Agent Fees $ 4,000.00
Accounting fees and expenses $ 3,500.00
Legal fees and expenses $ 2,000.00
Edgar filing fees $ 500.00
----------
Total $10,006.87
==========
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All amounts are estimates other than the Commission's registration fee.
We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or other costs of sale.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our officer and director is indemnified as provided by the Nevada Revised Statutes and our bylaws.
Under the NRS, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation; that is not the case with our articles of incorporation. Excepted from that immunity are:
(1) a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;
(2) a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);
(3) a transaction from which the director derived an improper personal profit; and
(4) willful misconduct.
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Our bylaws provide that we will indemnify our directors and officer to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officer; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:
(1) such indemnification is expressly required to be made by law;
(2) the proceeding was authorized by our Board of Directors;
(3) such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law; or
(4) such indemnification is required to be made pursuant to the bylaws.
Our bylaws provide that we will advance all expenses incurred to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was our director or officer, or is or was serving at our request as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request. This advanced of expenses is to be made upon receipt of an undertaking by or on behalf of such person to repay said amounts should it be ultimately determined that the person was not entitled to be indemnified under our bylaws or otherwise.
Our bylaws also provide that no advance shall be made by us to any officer in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding; or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision- making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to our best interests.
RECENT SALES OF UNREGISTERED SECURITIES
We issued 2,000,000 shares of our common stock to Oleksandr Bezuhlyi on February 10, 2012. Mr. Bezuhlyi is our President, Chief Executive Officer, Secretary and our director. He acquired these 2,000,000 shares at a price of $0.001 per share for total proceeds to us of $2,000.00.
These shares were issued pursuant to Regulation S of the Securities Act of 1933 (the "Securities Act").
We completed an offering of 1,680,000 shares of our common stock at a price of $0.01 per share to the following 26 purchasers. These sales were done from February 10, 2012 to May 3, 2012 :
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Name of Subscriber Number of Shares ------------------ ---------------- VALENTYNA GACH 70,000 TATYANA BEZUGLAYA 60,000 OLEKSANDR GALDETSKYI 70,000 VOLODYMYR BEZUHLYI 70,000 DMUTRO ORLOV 60,000 VALENTYNA CHORNAYA 60,000 EVGEN KOLEDA 60,000 ANDRIY CHORNYY 60,000 RADKA PRIBYLOVA 70,000 IRINA IVASHKEVICH 60,000 NATAL'YA KALYUZHNAYA 60,000 PAVEL KALYUZHNIY 60,000 VLASTISLAV JILICH 70,000 LARYSA CHORNA 60,000 MIROSLAV GERASIMENKO 60,000 MARINA PETRUS 60,000 TAMARA HANDYUK 70,000 ANAR MAMEDOV 70,000 VLADYSLAV OPLETA 40,000 VITALIY BOGDAN 70,000 ANDREY GILENKO 70,000 ARTUR ASATRYAN 70,000 RUSLAN KOVAL 70,000 IHOR PLUT 70,000 LARYSA NEHRESKO 70,000 LIUDMYLA NATSENKO 70,000 |
The total amount received from this offering was $16,800. We completed this offering pursuant to Regulation S of the Securities Act.
REGULATION S COMPLIANCE
Each offer or sale was made in an offshore transaction;
We did not make any directed selling efforts in the United States. We also did not engage any distributors, any respective affiliates, nor did any other person on our behalf to make direct selling efforts in the United States;
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Offering restrictions were, and are, implemented;
No offer or sale was made to a U.S. person or for the account or benefit of a U.S. person;
EXHIBITS
Exhibit Number Description ------ ----------- 3.1 Articles of Incorporation 3.2 By-Laws 5.1 Legal opinion with consent to use 10.1 Contract for Wholesale Bedding Services 23.1 Consent of KLJ & Associates, LLP |
THE UNDERSIGNED REGISTRANT HEREBY UNDERTAKES:
1. To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(a) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(b) To reflect in the prospectus any facts or events arising after the effective date of this registration statement, or most recent post-effective amendment, which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; Notwithstanding the forgoing, any increase or decrease in Volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the commission pursuant to Rule 424(b)if, in the aggregate, the changes in the volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
(c) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement.
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2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.
4. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to officers, directors, and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted our director, officer, or other controlling person in connection with the securities registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the final adjudication of such issue.
5. Each prospectus filed pursuant to Rule 424(b) as part of a Registration statement relating to an offering, other than registration statements relying on Rule 430(B) or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by referenced into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling person sin connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.
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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 Batelov, Czech Republic, on December 16, 2013.
Ketdarina Corp.
By: /s/ Oleksandr Bezuhlyi ------------------------------------------------------- Oleksandr Bezuhlyi President, Chief Executive Officer, Secretary (Principal Executive, Financial and Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Oleksandr Bezuhlyi as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form S-1 of Ketdarina Corp., and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, grant unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.
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 Capacity in Which Signed Date
--------- ------------------------ ----
/s/ Oleksandr Bezuhlyi President, Chief Executive December 16, 2013
----------------------------- Officer, Secretary,
Oleksandr Bezuhlyi Chief Accounting Officer,
Chief Financial Officer
and Director
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EXHIBIT INDEX
Exhibit Number Description ------ ----------- 3.1 Articles of Incorporation 3.2 By-Laws 5.1 Legal opinion with consent to use 10.1 Contract for Wholesale Bedding Services 23.1 Consent of KLJ & Associates, LLP |
Exhibit 3.1
ROSS MILLER
Secretary of State Document Number
204 North Carson Street, Suite 4 20110514021-97
Carson City, Nevada 89701-4298 Filing Date and Time
(775) 684-5708 07/13/2011 8:14 AM
Website: www.nvsos.gov Entity Number
E0394412011-1
Filed in the office of
ARTICLES OF INCORPORATION /s/ Ross Miller
(PURSUANT TO NRS 78) Ross Miller
Secretary of State
State of Nevada
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ABOVE SPACE IS FOR OFFICE USE ONLY
1. Name of
Corporation: KETDARINA 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)
Nevada
Address City Zip Code
Nevada
Mailing Address City Zip Code
(if different from street address)
3. Authorized Stock:
(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. OLEXANDR BEZUGLYY - SEE ATTACHED
of Board of Name
Directors/Trustees: 2360 CORPORATE CIRCLE-S 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 INCORP SERVI-SEE ATTACHED /s/ INCORP SERVICES, INC.
and Signature of Name Signature
Incorporator.
(attach additional page 2360 CORPORATE CIRCLE-S 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. 7/13/2011
Resident Agent: Authorized Signature of R. A. or On Behalf of R. A. Company Date
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This form must be accompanied by appropriate fees.
Exhibit 3.2
BYLAWS
OF
KETDARINA CORP.
JULY 13, 2011 (INCEPTION DATE)
ARTICLE I
OFFICES AND CORPORATE SEAL
SECTION 1.1 Registered Office. Ketdarina 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.
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.
(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 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.
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 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.
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.
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, 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 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.
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 Ketdarina Corp., adopt the foregoing Bylaws, effective as of the date first written above.
DIRECTORS:
By: /s/ Oleksandr Bezuhlyi ---------------------------------- Oleksandr Bezuhlyi~ DIRECTOR |
CERTIFICATION
The undersigned, as secretary of Ketdarina Corp., hereby certifies that the foregoing Bylaws were duly adopted by the Board of Directors.
By: /s/ Oleksandr Bezuhlyi ---------------------------------- Oleksandr Bezuhlyi~ SECRETARY |
Exhibit 5.1
JOHN T. ROOT, JR.
ATTORNEY AT LAW
P.O. Box 5666
Jacksonville, Arkansas 72076
Phone: (501) 529-8567
Fax: (501) 325-1130
j.root.5013@gmail.com
John T. Root, Jr.
December 16, 2013
Ketdarina Corp.
c/o INCORP SERVICES, INC.
2360 CORPORATE CIRCLE STE 400
HENDERSON, Nevada 89074-7722
Re: Registration Statement on Form S-1 filed by Ketdarina Corp.
Ladies and Gentlemen:
I have acted as special securities counsel to, Ketdarina Corp., a Nevada corporation (the "Registrant"), in connection with the preparation and filing by the Registrant of a registration statement on Form S-1 (the "Registration Statement") with the U.S. Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the registration of 1,680,000 shares of the Registrant's common stock, par value $0.001 per share, ("the Dividend Shares") being distributed pursuant to the Registration Statement to shareholders of Ketdarina Corp., Inc., the parent of the Registrant. Such Dividend Shares are, as described in the Registration Statement filed on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (together with all amendments thereto) (the "Registration Statement"), proposed to be distributed by the Registrant pursuant to the referenced Registration Statement.
In connection with this opinion, I have examined and relied upon the originals or copies of such documents, corporate records, and other instruments as I have deemed necessary or appropriate for the purpose of this opinion.
In my examination, I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified or photo-static copies and the authenticity of the originals of such documents, and the accuracy and completeness of the corporate records made available to me by the Registrant.
Based upon the foregoing, and in reliance thereon, I am of the opinion that the Dividend Shares have been duly authorized, and when distributed will be legally issued, fully paid and non-assessable.
I hereby consent in writing to the reference to my name under the caption "Interests of Named Experts and Counsel" in the Prospectus included in the Registration Statement and the use of my opinion as an exhibit to the Registration Statement and any amendment thereto.
Sincerely
/s/ John T. Root, Jr. ------------------------------------ John T. Root, Jr. |
Exhibit 10.1
CONTRACT FOR WHOLESALE BEDDING SERVICES
October 6, 2012.
DISTRIBUROR Ketdarina Corp.
ADDRESS 2 October Alley, Chaplino, Dnipropetrovsk Region,
52663, Ukraine
PHONE 38 (056) 399-3813
E-MAIL ketdarina.corp@gmail.com
and
CLIENT/COMPANY CHORNIY FLP>
ADDRESS 43/1 Bazhova Street, Dnipropetrovsk, 43024, Ukraine
PHONE 38 (056) 731 4334
agree to the following:
SERVICE 1. Distributor shall provide distribution of complete
sets of bedding products which includes: bed
sheet; blanket; and two pillow-cases.
DUE DATE 2. Distributor will ship the bedding products within
30 day after receiving a purchase order of
products to be distributed
FEE 3. Price per each bedding set: $60.
Bulk Price for 100 complete bedding sets: $3,000.
Bulk Price for 1000 complete bedding sets: $27,000.
TERMS OF PAYMENT 4. Payment is due within 30 days since invoice issue
date.
CONFIDENTIALITY 5. All knowledge and information acquired during the
term of this Contract with respect to the business
and products of the client will be treated by
distributor as confidential until and unless
stipulated by client.
REIMBURSEMENT OF
EXPENSES ETC. 6. This contract can be modified orally or in writing
by agreement of both parties.
TERMINATION 7. Either party may terminate this contract by giving
30 days notice in writing.
SIGNATURES: Approved and Accepted:
CLIENT
SIGNATURE/NAME/TITLE Andriy Chornyy Director
TRANSLATOR
SIGNATURE/NAME/TITLE Oleksandz Bezuhlyi
President
Nevada State Business Entity Number: E0394412011-1
|
Exhibit 23.1
[LETTERHEAD OF KLJ & ASSOCIATES, LLP]
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Ketdarina Corp.
As independent registered public accountants, we hereby consent to the use of our audit report dated November 26, 2013, with respect to the financial statements of Ketdarina Corp. in its registration statement Form S-1/A relating to the registration of shares of 1,680,000 common stock. We also consent to the reference of our firm under the caption "interest of named experts and counsel" in the registration statement.
/s/ KLJ & Associates, LLP ------------------------------------ St. Louis Park, MN December 5, 2013 |
1107 Brunswick Harbor
Schaumburg, IL 60193
630.277.2330