FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Tapioca Corp.
(Name of small business issuer in its charter)
Nevada 2013 35-2507568
(State or Other Jurisdiction of (Primary Standard Industrial (IRS Employer
Incorporation or Organization) Classification Number) Identification Number)
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Lasi, Vasile Lupu nr. 83, bl. D1, sc. B, Suite 37
Romania
tapiocagroupcorp@gmail.com
+ 4 (0373) 78 12 42 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Business Filings Incorporation
8040 Excelsior Dr. Suite 200 Madison WI 53717
Tel: 1-800-981-7183
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
SCOTT D. OLSON ESQ.
274 BROADWAY
COSTA MESA, CA 92627
TEL: 310.985.1034
FAX: 310.564.1912
EMAIL: SDOESQ@GMAIL.COM
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
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 10,000,000 $ 0.01 $100,000 $11.62 =========================================================================================================== |
(1) 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.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(a) of the Securities Act.
PROSPECTUS
THE INFORMATION IN THIS PROSPECTUS MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. THERE IS NO MINIMUM PURCHASE REQUIREMENT FOR THE OFFERING TO PROCEED.
TAPIOCA CORP.
10,000,000 SHARES OF COMMON STOCK
$0.01 PER SHARE
This is the initial offering of common stock of Tapioca Corp. and no public market currently exists for the securities being offered. We are offering for sale a total of 10,000,000 shares of common stock at a fixed price of $ 0.01 per share. There is no minimum number of shares that must be sold by us for the offering to proceed, and we will retain the proceeds from the sale of any of the offered shares. The amount raised may be minimal and there is no assurance that we will be able to raise sufficient amount to cover our expenses and may not even cover the costs of the offering.
The offering is being conducted on a self-underwritten, best efforts basis, which means our President, Slav Serghei, will attempt to sell the shares. This Prospectus will permit our President to sell the shares directly to the public, with no commission or other remuneration payable to him for any shares he may sell. The shares are being offered at a fixed price of $0.01 per share for a period of one year from the effective date of this prospectus. The offering shall terminate on the earlier of (i) the date when the sale of all 10,000,000 shares is completed, (ii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all 10,000,000 shares registered under the Registration Statement of which this Prospectus is part or (iii) one year after the effective date of this prospectus. The offering will not be extended beyond one year.
THE SHARES WILL BE OFFERED AT A FIXED PRICE OF $0.01 PER SHARE FOR A PERIOD OF 240 DAYS FROM THE EFFECTIVE DATE OF THIS PROSPECTUS. THE COMPANY MAY ELECT TO EXTEND THIS INITIAL OFFERING FOR A PERIOD OF 360 DAYS AFTER THE DATE OF THIS PROSPECTUS.
We are an "emerging growth company" as defined in the Jumpstart Our Business Startups Act ("JOBS Act"). Investing in our ordinary shares involves a high degree of risk. Before buying any shares, you should carefully read the discussion of material risks of investing in our ordinary shares in "Risk Factors" beginning on page 5 of this prospectus.
Tapioca Corp. is a development stage company and currently has no operations. Any investment in the shares offered herein involves a high degree of risk. You should only purchase shares if you can afford a loss of your investment. Our independent registered public accountant has issued an audit opinion for Tapioca Corp. which includes a statement expressing substantial doubt as to our ability to continue as a going concern.
We are a development stage company with nominal operations and assets. As a result, we are considered a shell company under Rule 405 of the Securities Act and are subject to additional regulatory requirements as a result of this status, including limitations on our shareholders' ability to re-sell their shares in our company, as well as additional disclosure requirements. Accordingly, investors should consider our shares to be a high-risk and illiquid investment. See "Risk Factors" for the risks of investing in a shell company.
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN INFORMATION THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY.
There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. 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 the Financial Industry Regulatory Authority ("FINRA") for our common stock to be 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 can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop.
Any funds received as a part of this offering will be immediately deposited into the company's bank account and be available for our use. We have not made any arrangements to place funds in an escrow, trust or similar account for general business purposes as well as to continue our business and operations. If we fail to raise enough capital to commence operations investors may lose their entire investment and will not be entitled to a refund.
NEITHER THE SEC 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 INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE WILL NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE U.S. SECURITIES COMMISSION HAS BEEN CLEARED OF COMMENTS AND 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 OF SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED _______, 2014
TABLE OF CONTENTS
PROSPECTUS SUMMARY 3 RISK FACTORS 5 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 12 USE OF PROCEEDS 13 DETERMINATION OF OFFERING PRICE 13 DILUTION 14 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 14 DESCRIPTION OF BUSINESS 26 DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS 31 EXECUTIVE COMPENSATION 33 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 33 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 34 PLAN OF DISTRIBUTION 35 DESCRIPTION OF SECURITIES 36 DISCLOSURE OF COMMISSION POSITION INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 39 LEGAL MATTERS 39 INTERESTS OF NAMED EXPERTS AND COUNSEL 39 EXPERTS 39 AVAILABLE INFORMATION 39 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 40 INDEX TO THE FINANCIAL STATEMENTS 41 |
WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU SHOULD NOT RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS IS NOT AN OFFER TO SELL OR BUY ANY SHARES IN ANY STATE OR OTHER JURISDICTION IN WHICH IT IS UNLAWFUL. THE INFORMATION IN THIS PROSPECTUS IS CURRENT AS OF THE DATE ON THE COVER. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.
PROSPECTUS SUMMARY
AS USED IN THIS PROSPECTUS, UNLESS THE CONTEXT OTHERWISE REQUIRES, "WE," "US," "OUR," AND "TAPIOCA CORP." REFERS TO TAPIOCA CORP. THE FOLLOWING SUMMARY PROVIDES A BRIEF OVERVIEW OF THE KEY ASPECTS OF THE OFFERING. YOU SHOULD READ THE ENTIRE PROSPECTUS BEFORE MAKING AN INVESTMENT DECISION TO PURCHASE OUR COMMON STOCK.
TAPIOCA CORP.
We are a development stage company and we are in pursue of business of selling bubble tea from mobile stands in Romania. We plan to place our bubble tea stands in Romania major cities such as Bucharest, Ia?i and Cluj. The locations that we believe will be most suitable for our product are shopping malls, schools, colleges, universities, streets, flea markets, expo shows, ferries, sport games and concerts. Until now, we have purchase one bubble tea machine with stand, signed lease agreement to place one unit, but we have not made the placement yet. As a result, we do not have any operational revenues.
Being a development stage company, we have no revenues and have limited operating history. Tapioca Corp. was incorporated in Nevada on April 18, 2014. To date we have prepared a business plan, purchased one Bubble Tea machine with stand and signed lease agreement with Cristi Matache to place it. Our principal executive office is located at Lasi, Vasile Lupu nr. 83, bl. D1, sc. B, Suite 37, Romania. Our phone number is + (0373) 78 12 42. We do not have a website.
We require a minimum funding of $25,000 to conduct our 12 months plan of operation, and if we are unable to obtain this level of financing, our business may fail.
We are a company without revenues and have just recently started our operations; we have minimal assets and have incurred losses since inception. Our financial statements for the period from April 18, 2014 (date of inception) to October 31, 2014, report no revenues and a net loss of $75. As of October 31, 2014 we had $ 1,425 in cash on hand. As of the date of this prospectus we had $ 1,425 in cash on hand. Our independent registered public accountant has issued an audit opinion for Tapioca Corp. which includes a statement expressing substantial doubt about our ability to continue as a going concern. If we are unable to obtain additional working capital our business may fail. To date, the only operations we have engaged in are the development of a business plan, one Bubble Tea machine with stand and signed lease agreement with Cristi Matache to place it. We intend to use the net proceeds from this offering to develop our business operations (See "Description of Business" and "Use of Proceeds"). Being a development stage company, we have very limited operating history.
Proceeds from this offering are required for us to proceed with our business plan over the next twelve months. We require minimum funding of $25,000 to conduct our proposed operations and pay all expenses for a minimum period of one year including expenses associated with maintaining a reporting status with the SEC. If we are unable to obtain minimum funding of $25,000, our business may fail. Even if we raise $100,000 from this offering or more, we may need more funds to develop growth strategy and to continue maintaining a reporting status.
As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop.
Our president devotes approximately 20 hours/week to the business and he has no prior experience managing a public company.
If necessary, Slav Serghei, our president, has verbally agreed to lend funds to pay for the registration process and lend funds to implement our business plan and to help maintain a reporting status with the SEC in the form of a non-secured loan for the next twelve months, However, the verbal agreement is not binding and there is no guarantee that we will receive such loan.
There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. 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 the Financial Industry Regulatory Authority ("FINRA") for our common stock to be 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 can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop.
THE OFFERING
The Issuer: Tapioca Corp.
Securities Being Offered: 10,000,000 shares of common stock
Price Per Share: $0.01
Duration of the Offering: The offering shall terminate on the earlier of:
(i) the date when the sale of all 10,000,000
common shares is completed;
(ii) one year from the date of this prospectus; or
(iii) prior to one year at the sole determination
of the board of directors.
Securities Issued and
Outstanding: There are 3,500,000 shares of common stock issued
and outstanding as of the date of this prospectus,
held solely by our sole officer and director, Slav
Serghei.
Registration Costs We estimate our total offering registration costs
to be approximately $10,000.
Risk Factors: See "Risk Factors" and the other information in
this prospectus for a discussion of the factors
you should consider before deciding to invest in
shares of our common stock.
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SUMMARY FINANCIAL INFORMATION
The summarized financial data presented below is derived from, and should be read in conjunction with, our audited financial statements and related notes from April 18, 2014(date of inception) to October 31, 2014, included on Page F-1 in this prospectus.
FINANCIAL SUMMARY
October 31, 2014 ($)
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Cash and Deposits 1,425
Equipment 7,000
Total Assets 8,425
Total Liabilities 5,000
Total Stockholder's Equity 3,425
STATEMENT OF OPERATIONS
Accumulated From
April 18, 2014 to
October 31, 2014 ($)
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Total Expenses 75
Net Loss for the Period 75
Net Loss per Share 75
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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, when and if we trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment.
RISKS ASSOCIATED TO OUR BUSINESS
BECAUSE WE ARE CONSIDERED TO BE A "SHELL COMPANY" UNDER APPLICABLE SECURITIES RULES, INVESTORS MAY NOT BE ABLE TO RELY ON THE RESALE EXEMPTION PROVIDED BY RULE 144 OF THE SECURITIES ACT. AS A RESULT, INVESTORS MAY NOT BE ABLE TO RE-SELL OUR SHARES AND COULD LOSE THEIR ENTIRE INVESTMENT.
We are considered to be a "shell company" under Rule 405 of Regulation C of the Securities Act. A "shell company" is a company with either no or nominal operations or assets, or assets consisting solely of cash and cash equivalents. As a result, our investors are not allowed to rely on Rule 144 of the Securities Act for a period of one year from the date that we cease to be a shell company. Because investors may not be able to rely on an exemption for the resale of their shares other than Rule 144, and there is no guarantee that we will cease to be a shell company, they may not be able to re-sell our shares in the future and could lose their entire investment as a result.
BECAUSE WE ARE CONSIDERED TO BE A "SHELL COMPANY" UNDER APPLICABLE SECURITIES RULES, WE ARE SUBJECT TO ADDITIONAL DISCLOSURE REQUIREMENTS IF WE ACQUIRE OR DISPOSE OF SIGNIFICANT ASSETS IN THE COURSE OF OUR BUSINESS. WE WILL INCUR ADDITIONAL COSTS IN MEETING THESE REQUIREMENTS, WHICH WILL ADVERSELY IMPACT OUR FINANCIAL PERFORMANCE AND, THEREFORE, THE VALUE OF YOUR INVESTMENT.
Because we are considered to be a "shell company" under Rule 405 of Regulation C of the Securities Act, we are subject to additional disclosure requirements if we entered into a transaction which results in a significant acquisition or disposition of assets. In such a situation, we must provide prospectus-level, detailed disclosure regarding the transaction, as well as detailed financial information. In order to comply with these requirements, we will incur additional legal and accounting costs, which will adversely impact our results of operations. As a result, the value of an investment in our shares may decline as a result of these additional costs.
RULE 144 SAFE HARBOR IS UNAVAILABLE FOR THE RESALE OF SHARES ISSUED BY US UNLESS
AND UNTIL WE CEASE TO BE A SHELL COMPANY AND HAVE SATISFIED THE REQUIREMENTS OF
RULE 144(I)(1)(2)
We are a "shell company" as defined by Rule 12b-2 promulgated under the Exchange Act. Accordingly, the securities in this offering can only be resold through registration under the Securities Act, meeting the safe harbor provisions of paragraph (i) of Rule 144, or in reliance upon Section 4(1) of the Securities Act of 1933 for non-affiliates.
RULE 144 SAFE HARBOR IS UNAVAILABLE FOR THE RESALE OF SHARES ISSUED BY US UNLESS AND UNTIL WE HAVE CEASED TO BE A SHELL COMPANY AND HAVE SATISFIED THE REQUIREMENTS OF RULE 144(I)(1)(2).
The SEC has adopted final rules amending Rule 144 which became effective on February 15, 2008. Pursuant to Rule 144, one year must elapse from the time a "shell company", as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, ceases to be a "shell company" and files Form 10 information with the SEC, during which time the issuer must remain current in its filing obligations, before a restricted shareholder can resell their holdings in reliance on Rule 144.
The term "Form 10 information" means the information that is required by SEC Form 10, to register under the Exchange Act each class of securities being sold under Rule 144. The Form 10 information is deemed filed when the initial filing is made with the SEC. Under Rule 144, restricted or unrestricted securities, that were initially issued by a reporting or non-reporting shell company or a company that was at anytime previously a reporting or non-reporting shell company, can only be resold in reliance on Rule 144 if the following conditions are met: (1) the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company; (2) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; (3) the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and (4) at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company
WE HAVE A SOLE DIRECTOR AND OFFICER
Because our sole executive officer occupies all corporate positions, it may not be possible to have adequate internal controls and that, because the sole director and officer will determine his salary and perquisites, we may not have funds available for net income.
BUBBLE TEA VENDING COPMANIES CONSIST OF MOSTLY NON-PUBLIC COMPANIES
Because Tapioca Bubble Tea companies consist of mostly non-public companies, a small Tapioca Bubble Tea company with the added expenses of being a reporting company might have a competitive disadvantage.
WE ARE A DEVELOPMENT STAGE COMPANY BUT HAVE NOT YET COMMENCED OPERATIONS IN OUR BUSINESS. WE EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE FUTURE.
We were incorporated on April 18, 2014 and to date have minimal business operations consisting primarily of organizational activities and we have purchased Bubble Tea machine with stand, signed lease agreement to place one unit, but we have not made the placement yet. Accordingly, we have no way to evaluate the likelihood that our business will be successful. We have not earned any revenues as of the date of this prospectus. Potential investors should be
aware of the difficulties normally encountered by new companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the operations that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to the ability to generate sufficient cash flow to operate our business, and additional costs and expenses that may exceed current estimates. We expect to incur significant losses into the foreseeable future. We recognize that if the effectiveness of our business plan is not forthcoming, we will not be able to continue business operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and it is doubtful that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.
AS AN "EMERGING GROWTH COMPANY" UNDER THE JOBS ACT, WE ARE PERMITED 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. 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.
Until such time, however, we cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
WE ARE SOLELY DEPENDENT UPON THE FUNDS TO BE RAISED IN THIS OFFERING TO START OUR BUSINESS, THE PROCEEDS OF WHICH MAY BE INSUFFICIENT TO ACHIVE REVENUES. WE MAY NEED TO OBTAIN ADDITIONAL FINANCING WHICH MAY NOT BE AVAIALBLE.
We need the proceeds from this offering to start our operations. Our offering has no minimum. Specifically, there is no minimum number of shares that needs to be sold in this offering for us to access the funds. Given that the offering is a best effort, self-underwritten offering, we cannot assure you that all or any shares will be sold. We have no firm commitment from anyone to purchase all or any of the shares offered. We may need additional funds to complete further development of our business plan to achieve a sustainable sales level where ongoing operations can be funded out of revenues. We anticipate that we must raise the minimum capital of $25,000 to commence operations for the 12 month period and expenses for maintaining a reporting status with the SEC. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us. We have not taken any steps to seek additional financing.
IF WE RAISE PRICE OF OUR BUBBLE TEA THERE IS A POTENTIAL CHANCE OF REDUCTION IN SALES
If we raise the price of our bubble tea, some of our customers may not be willing or able to pay the increased prices causing a reduction in our sales which may affect our business negatively. We intend to counteract rising commodity prices by raising the price of our bubble tea and other products.
WE HAVE YET TO EARN REVENUE AND OUR ABILITY TO SUSTAIN OUR OPERATIONS IS DEPENDENT ON OUR ABILITY TO RAISE FINANCING FROM THIS OFFERING. AS A RESULT, THERE IS SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.
We have accrued net losses of $75 for the period from our inception on April 18, 2014 to October 31, 2014, and have no revenues to date. Our future is dependent upon our ability to obtain financing from this offering. Further, the finances required to fully develop our plan cannot be predicted with any certainty and may exceed any estimates we set forth. These factors raise substantial doubt that we will be able to continue as a going concern. HARRIS & GILLESPIE CPA'S, PLLC, our independent registered public accountant, has expressed substantial doubt about our ability to continue as a going concern. This opinion could materially limit our ability to raise funds. If we fail to raise sufficient capital when needed, we will not be able to complete our business plan. As a result we may have to liquidate our business and you may lose your investment. You should consider our independent registered public accountant's comments when determining if an investment in Tapioca Corp. is suitable.
IF WE DO NOT ATTRACT CUSTOMERS, WE WILL NOT MAKE A PROFIT, WHICH ULTIMATELY WILL RESULT IN A CESSATION OF OPERATIONS.
We currently have no customers to purchase our product. We have not identified any customers and we cannot guarantee we ever will have any customers. Even if we obtain customers, there is no guarantee that we will generate a profit. If we cannot generate a profit, we will have to suspend or cease operations. You are likely to lose your entire investment if we cannot sell any of our services at prices which generate a profit.
WE OPERATE IN A HIGHLY COMPETITIVE ENVIRONMENT, AND IF WE ARE UNABLE TO COMPETE WITH OUR COMPETITORS, OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS, CASH FLOWS AND PROSPECTS COULD BE MATERIALLY ADVERSELY AFFECTED.
We operate in a highly competitive environment. Our competition may sell the same products at competitive prices. Highly competitive environment could materially adversely affect our business, financial condition, results of operations, cash flows and prospects. It is also likely that we may be forced to lower the price of our Bubble Tea below our set pricing to keep up with competition, which will affect our profits.
BECAUSE OUR SOLE OFFICER AND DIRECTOR OWNS 100% OF THE COMPANY'S SHARES AND WILL OWN 23% OF THE COMPANY'S OUTSTANDING COMMON STOCK IF WE ARE SUCCESSFUL AT COMPLETING THIS OFFERING, HE WILL MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS.
As of the date of this prospectus, Mr. Slav, our sole officer and director, owns 100% of the company's shares. The following table shows Mr. Slav' percentage ownership assuming the sale of 25%, 50%, 75% and 100%, respectively, of the securities offered:
Funding Level $25,000 $50,000 $75,000 $100,000 ------------- ------- ------- ------- -------- Offering price $ 0.01 $ 0.01 $ 0.01 $ 0.01 Shares being issued through the offering 2,500,000 5,000,000 7,500,000 10,000,000 Mr. Niezgoda' Shares 3,500,000 3,500,000 3,500,000 3,500,000 Total Shares Outstanding $6,000,000 $8,500,000 $11,000,000 $13,500,000 Mr. Niezgoda' percentage ownership 53% 37% 29% 23% |
Accordingly, he will have significant influence in determining the outcome of all corporate transactions or other matters, including the election of directors, issuance of additional shares, mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of Mr. Slav may differ from the interests of the other shareholders and may result in corporate decisions that are disadvantageous to other shareholders.
BECAUSE OUR PRINCIPAL ASSETS WILL BE LOCATED IN BUCHAREST, ROMANIA, OUTSIDE OF THE UNITED STATES, AND SLAV SERGHEI, OUR SOLE OFFICER AND DIRECTOR, RESIDES OUTSIDE OF THE UNITED STATES IN ROMANIA, IT MAY BE DIFFICULT FOR AN INVESTOR TO ENFORCE ANY RIGHT BASED ON U.S. FEDERAL SECURITIES LAWS AGAINST US AND/OR MR. SLAV, OR TO ENFORCE A JUDGEMENT RENDERED BY A UNITED STATES COURT AGAINST US OR MR. SLAV.
Our principal operations and assets are located in Bucharest, Romania outside of the United States, and Slav Serghei, our sole officer and director, is a non-resident of the United States. He is a resident of Romania. Therefore, it may be difficult to effect service of process on Mr. Slav in the United States, and it may be difficult to enforce any judgment rendered against Mr. Slav. As a result, it may be difficult or impossible for an investor to bring an action against Mr. Slav, in the event that an investor believes that such investor's rights have been infringed under the U.S. securities laws, or otherwise. Even if an investor is successful in bringing an action of this kind, the laws of Romania may render that investor unable to enforce a judgment against the assets of Mr. Slav. As a result, our shareholders may have more difficulty in protecting their interests through actions against our management, director or major shareholder, compared to shareholders of a corporation doing business and whose officers and directors reside within the United States.
Additionally, because of our assets are located outside of the United States, they will be outside of the jurisdiction of United States courts to administer, if we become subject of an insolvency or bankruptcy proceeding. As a result, if we declare bankruptcy or insolvency, our shareholders may not receive the distributions on liquidation that they would otherwise be entitled to if our assets were to be located within the United States under United States bankruptcy laws.
WE ARTITRARILY DETERMINED THE PRICE OF THE SHARES OF OUR COMMON STOCK TO BE SOLD PURSUANT TO THIS PROSPECTUS, AND SUCH PRICE DOES NOT REFLECT THE ACTUAL MARKET PRICE FOR THE SECURITIES. CONSEQUENTLY, THERE IS AN INCREASED RISK THAT YOU MAY NOT BE ABLE TO RE-SELL OUR COMMON STOCK AT THE PRICE YOU BOUGHT IT FOR.
The initial offering price of $0.01 per share of the common stock offered pursuant to this prospectus was determined by us arbitrarily. The price is not based on our financial condition or prospects, on the market prices of securities of comparable publicly traded companies, on financial and operating information of companies engaged in similar activities to ours, or on general conditions of the securities market. The price may not be indicative of the
market price, if any, for our common stock in the trading market after this offering. If the market price for our stock drops below the price which you paid, you may not be able to re-sell out common stock at the price you bought it for.
Our common stock may never be quoted on the OTC Bulletin Board. To be quoted on the OTCBB a market maker must file an application on our behalf to make a market for our common stock. As of the date of this Registration Statement, we have not engaged a market maker to file such an application, and there is no guarantee that a market marker will file an application on our behalf, and that even if an application is filed, there is no guarantee that we will be accepted for quotation. Our stock may become quoted, rather than traded, on the OTCBB. When/if our shares of common stock commence trading on the OTC Bulletin Board, the trading price will fluctuate significantly and shareholders 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. Our common stock may never be
quoted on the OTC Bulletin Board. When/if 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 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.
In addition, stock markets have experienced price and volume fluctuations and the market prices of securities have been highly volatile. These fluctuations are often unrelated to operating performance and may adversely affect the market price of our common stock. As a result, investors may be unable to sell their shares at a fair price and you may lose all or part of your investment.
BECAUSE WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT FOR YOUR SUBSCRIPTION, IF WE FILE FOR BANKRUPTCY PROTECTION OR ARE FORCED INTO BANKRUPTCY, OR A CREDITOR OBTAINS A JUDGMENT AGAINST US AND ATTACHES THE SUBSCRIPTION.
Your funds will not be placed in an escrow or trust account. All subscriptions in this offering will be available for our immediate use, and will not be returned regardless of how many shares are sold in this offering. Accordingly, if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to the bankruptcy laws. If a creditor sues us and obtains a judgment against us, the creditor could garnish the bank account and take possession of the subscriptions. As such, it is possible that a creditor could attach your subscription which could preclude or delay the return of money to you.
BECAUSE OUR CURRENT PRESIDENT AND EXECUTIVE OFFICER DEVOTE LIMITED AMOUNT OF TIME TO THE COMPANY, HE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS, CAUSING OUR BUSINESS TO FAIL.
Slav Serghei, our President, currently devotes approximately twenty hours per week providing management services to us. While he presently possesses adequate time to attend to our interest, it is possible that the demands on his from other obligations could increase, with the result that he would no longer be able to devote sufficient time to the management of our business. The loss of Mr. Slav to our company could negatively impact our business development.
OUR EXECUTIVE OFFICER AND DIRECTOR DOES NOT HAVE ANY PRIOR EXPERIENCE CONDUCTING A BEST-EFFORT OFFERING, OR MANAGING A PUBLIC COMPANY
Our sole executive officer and director do not have any experience conducting a best-effort offering or managing a public company. Consequently, we may not be able to raise any funds or run our public company successfully. If we are not able to raise sufficient funds, we may not be able to fund our operations as planned, and our business will suffer and your investment may be materially
adversely affected. Also, our executive's officers' and director's lack of experience of managing a public company could cause you to lose some or all of your investment.
THERE IS NO MINIMUM NUMBER OF SHARES THAT HAS TO BE SOLD IN ORDER FOR THE OFFERING TO PROCEED
We do not have a minimum amount of funding set in order to proceed with the offering. If not enough money is raised to begin operations, you might lose your entire investment because we may not have enough funds to implement our business plan.
THE TRADING IN OUR SHARES WILL BE REGULATED BY THE SECURITIES AND EXCHANGE COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK."
The shares being offered are defined as a penny stock under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $6,000,000 or annual income exceeding $200,000 ($300,000 jointly with spouse), or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and deliver certain disclosures required by the Commission. Consequently, the penny stock rules may make it difficult for you to resell any shares you may purchase, if at all.
WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL ANY SHARES.
This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell our shares through our President, who will receive no commissions. He will offer the shares to friends, family members, and business associates; however, there is no guarantee that he will be able to sell any of the shares. Unless he is successful in selling all of the shares and we receive the proceeds from this offering, we may have to seek alternative financing to implement our business plan. We do not have any plans where to seek this alternative financing at present time.
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.
Our business plan allows for the payment of the estimated $10,000 ongoing cost and expenses for SEC reporting and compliances to be paid from existing cash on hand and director loans. If necessary, Slav Serghei, our Chairman, has verbally agreed to loan the company funds to complete the registration process. 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. The management will be required to provide an annual report on our internal controls over financial reporting regardless of our status as an emerging growth company. In order for us to remain in compliance we will require future 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.
WE MAY BE EXPOSED TO POTENTIAL RISKS AND SIGNIFICANT EXPENSES RESULTING FROM THE REQUIREMENTS OF SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002.
When our S-1 becomes effective, we will be required, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, to include in our annual report our assessment of the effectiveness of our internal control over financial reporting. We expect to incur significant continuing costs, including accounting fees and staffing
costs, in order to maintain compliance with the internal control requirements of the Sarbanes-Oxley Act of 2002. Development of our business will necessitate ongoing changes to our internal control systems, processes and information systems. Currently, we have no employees. We do not intend to develop or manufacture any products, and consequently have no products in development, manufacturing facilities or intellectual property rights. As we develop our business, obtain regulatory approval, hire employees and consultants and seek to protect our intellectual property rights, our, our current design for internal control over financial reporting will not be sufficient to enable management to determine that our internal controls are effective for any period, or on an ongoing basis. Accordingly, as we develop our business, such development and growth will necessitate changes to our internal control systems, processes and information systems, all of which will require additional costs and expenses.
In the future, if we fail to complete the annual Section 404 evaluation in a timely manner, we could be subject to regulatory scrutiny and a loss of public confidence in our internal controls. In addition, any failure to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations.
However, as an "emerging growth company," as defined in the JOBS Act, our independent registered public accounting firm will not be required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act but that management will be required to provide an annual report on our internal control over financial reporting pursuant to Item 308 of Regulation S-K in the year following our first annual report required to be filed pursuant to Section 13(a) or 15(d) of the Exchange Act for the prior fiscal year or the date we are no longer an emerging growth company. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating.
WE MAY IN THE FUTURE ISSUE ADDITIONAL SHARES OF COMMON STOCK WHICH WILL DILUTE SHARE VALUE OF INVESTORS IN THIS OFFERING.
Our Articles of Incorporation authorize the issuance of 75,000,000 shares of common stock, par value $0.001 per share, of which 3,500,000 shares are issued and outstanding. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by investors in the offering, and might have an adverse effect on any trading market for our common stock.
FORWARD LOOKING STATEMENTS
The information contained in this prospectus, including in the documents incorporated by reference into this prospectus, includes some statements that are not purely historical or do not relate to present facts or conditions which may be considered as forward-looking statements." Such forward-looking statements include, but are not limited to, statements regarding our Company and management's expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition, results of operations, and the expected impact of the offering on the parties' individual and combined financial performance. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipates," "believes," "continue," "could," "estimates," "expects," "intends," "may," "might," "plans," "possible," "potential," "predicts," "projects," "seeks," "should," "will," "would" and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this prospectus are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the transaction. There can be no assurance that future developments actually affecting us will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of
which are beyond the parties' control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
USE OF PROCEEDS
Our offering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.01. The following table sets forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100% of shares, respectively, of the securities offered for sale by the Company. There is no assurance that we will raise the full $100,000 as anticipated.
25,000 50,000 75,000 100,000
------ ------ ------ -------
Legal and professional fees
(associated with maintaining
reporting status) $10,000 $10,000 $10,000 $10,000
Permits $ 20 $ 40 $ 80 $ 120
Lease $ 5,400 $10,800 $21,600 $32,400
Developing website/hosting $ 650 $ 3,000 $ 3,000 $ 3,000
Number of Locations 1 2 4 6
Equipment and Stands $ 7,000 $14,000 $28,000 $42,000
Marketing and Advertising $ 1,680 $ 9,660 $ 9,320 $ 8,980
Office $ 0 $ 2,000 $ 2,000 $ 2,000
Supplies 250 500 1,000 1,500
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We do not intend to use any of the proceeds from the offering to pay for the cost of the offering. The cost of the offering shall be loaned to us from Mr. Slav.
The above figures represent only estimated costs. Slav Serghei, our president, has verbally agreed to lend funds to pay for the registration process and lend funds to implement our business plan and to help maintain a reporting status with the SEC in the form of a non-secured loan for the next twelve months and after effectiveness of our registration statement until we complete our offering as the expenses are incurred if no other proceeds are obtained by the Company. However, the verbal agreement is not binding and that there is no guarantee that we will receive such loans. The amounts actually spent by us for any specific purpose may vary and will depend on a number of factors. Non-fixed cost, sales and marketing and general and administrative costs may vary depending on the business progress, general business conditions and market reception to our product. Accordingly, our management has broad discretion to allocate the net proceeds to non-fixed costs.
An example of changes to this spending allocation for non-fixed costs include management deciding to spend less of the allotment on leases by finding malls with lower lease rates and spending more on marketing by placing ads in local newspapers. Such changes to spending may occur due to seasonal variations in market demand for our products and services relative to when the funds are received.
DETERMINATION OF OFFERING PRICE
The offering price of the shares has been determined arbitrarily by us. It is not based upon an independent assessment of the value of our shares and should not be considered as such. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and
the offering price, we took into consideration our cash on hand and the amount of money we would need to implement our business plan. Accordingly, the offering price should not be considered an indication of the actual value of the securities.
DILUTION
The price of the current offering is fixed at $0.01 per common share. This price is significantly higher than the price paid by our sole director and officer for common equity since the Company's inception on April 18, 2014. Mr. Slav, our sole officer and director, paid $0.001 per share for the 3,500,000 common shares
Assuming completion of the offering, there will be up to 13,500,000 common shares outstanding. The following table illustrates the per common share dilution that may be experienced by investors at various funding levels.
Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. The following tables compare the differences of your investment in our shares with the investment of our existing stockholders.
Funding Level $ 100,000 $ 75,000 $ 50,000 $ 25,000 Offering price $ 0.01 $ 0.01 $ 0.01 $ 0.01 Net tangible book per common share before offering $ (0.0006) $ (0.0006) $ (0.0006) $ (0.0006) Increase per common share attributable to investors $ 0.0079 $ 0.0066 $ 0.0056 $ 0.0038 Pro forma net tangible value per common share after offering $ 0.0074 $ 0.0068 $ 0.0059 $ 0.0042 Dilution to investors $ 0.0026 $ 0.0032 $ 0.0041 $ 0.0058 Dilution as a percentage of offering price 23% 29% 37% 53% |
Based on 3,500,000 common shares outstanding as of July 30, 2014 and total stockholder's equity of $3,425 as of October 31, 2014. Since inception, the officer, director, promoters and affiliated persons have paid an aggregate average price of $.001 per common share in comparison to the offering price of $.01 per common share.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This section of the prospectus includes a number of forward-looking statements
that reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
We are a development stage corporation and only recently started our operations. We have not generated or realized any revenues from our business operations. Our financial statements for the period from April 18, 2014(date of inception) to October 31, 2014, report a net loss of $75. As of the date of this prospectus we had $ 1,425 in cash on hand. Our current cash balance will not be sufficient to fund our operations for the next 12 months and to qualify our minimum cash requirements necessary to fund 12 months of operations, if we are unable to successfully raise money in this offering. We have been utilizing and may utilize funds from Slav Serghei, our sole officer and director, who has verbally agreed to lend funds to pay for the registration process and loan funds to implement your business plan or to help maintain a reporting status with the SEC in the form of a non-secured loan for the next twelve months and after effectiveness of our registration statement until we complete our offering as the expenses are incurred if no other proceeds are obtained by the Company. However, the verbal agreement is not binding and that there is no guarantee that we will receive such loan.
Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues. If we are unable to obtain additional working capital our business may fail. Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is investments by shareholder in our company. We must raise cash to implement our projected plan of operations.
No proceeds will be used as direct or indirect payments to Mr. Slav or his affiliates.
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 as 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 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.
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.
12 MONTH PLAN OF OPERATION
Our sales and marketing strategy is to move as quickly as possible into the Romanian market with Tapioca Bubble Tea stands and place them in major cities and in as many locations as possible. The major cities we are planning to operate are Bucharest, Ia?i and Cluj. The locations that we think will be most suitable for our product are shopping malls, schools, colleges, universities, streets, flea markets, expo shows, ferries, sport games and concerts. Our plan is to set up small mobile Tapioca Bubble Tea stands. This will allow easy access to selected locations. All the necessary supplies will be purchased locally in Romania, and only Tapioca Bubble Tea stands will be brought from China. Our sources of cash will be mainly the proceeds from public offering, and loans from our director. We expect to start generating revenue by selling our products by 8th month of our Plan of Operations. But there is no guarantee that we will receive loans from our director or raise funds from public offering. We will not be conducting any product research or development. We plan to implement our business plan as soon as funds become available. Our 12 month plan of operations is as follows:
IF $25,000 RAISED
Setting up an office
Time frame: 1st month.
Our Company office will be established in Bucharest, Romania. At that stage of our operations our office would be provided by our President and director at no charge, at his own location, so no budget required.
Obtaining Permits Time frame: 2-3rd months Permit cost $ 20 Number of locations 1 Total Permits Cost $ 20 If we raise minimum amount of funds ($25,000) we will buy and equip only one |
Tapioca Bubble Tea stand and will obtain only one permit. The permit would allow us to set up our stand anywhere in the city where vending business is permitted.
Website development/hosting Time frame: 3-4th months Annual website domain hosting $ 50.00 Website design $600.00 Total website development/hosting Cost $650.00 |
We will hire website developer to develop our website and register internet
domain. (Source: Consultation with website developer) Purchasing Tapioca Bubble Tea Stand with equipment Time frame: 5-6th month Landed cost per Tapioca Bubble Tea Stand and equipment $7,000 Multiplied by : Number of locations 1 Total Stand and Equipment Cost $7,000 |
Model: Tapioca Bubble Tea Stand MYSHINE MS3828.
If we raise $25,000 we will buy and equip one Tapioca Bubble Tea stand.
Finding local suppliers
Time frame: 6-7th months
Supplies estimated cost is $250.
Our supplies, such as teas, milk, tapioca balls, flavoring, cleaning kits and packaging will be purchased from the local suppliers. We plan to keep minimal inventory on hands.
Hiring/Training sales personnel
Time frame: 7th months
Two sales people will be hired and trained. Salary remuneration will be commission based, which is 15 percent of gross sales. Hiring and training will be done by the Director.
Finding locations and placing Tapioca Bubble Tea stands Time frame- 8-10th months Annual Lease Cost per location $5,400 Multiplied by: Number of locations 1 Total Lease costs $5,400 Marketing and advertising Time frame- 10-12th months |
We will engage in the following promotional activities:
Stand Media Frequency Year 1 Budget
----- ----- --------- -------------
Print Flyers distributed in store 1,000 per month $ 800
Free Samples Free Samples Constant $ 240
Mall Advertising Commercials Malls advertising stands/
/Posters stations Constant $ 640
Word of Mouth Word of Mouth Constant Free
Total Marketing and Advertising
Costs $1,680
|
The stand operators will promote our teas by giving out free samples and coupons. Our company will be placing ads in the mall advertising magazines, and internal mall commercials.
Total Cost of all operations: $15,000
To implement our plan of operations ($15,000) and pay ongoing legal fee associated with public offering ($10,000) we require a minimum of $25,000 as described in our Plan of Operations. Any funds raised beyond this amount will be spent on purchasing additional Tapioca Bubble Tea stands and equipment.
IF $50,000 RAISED
Setting up an office Time frame: 1st month. Office furniture $ 800.00 Equipment (computer) $1,000.00 Supplies $ 200.00 Total Office Cost $2,000.00 |
Our Company office space will be provided to us at no charge by Director and will be established in Bucharest, Romania. Office furniture (chairs, lamp and table), equipment (computer, printer, fax) and supplies (miscellaneous office supplies) will be purchased locally.
Obtaining Permits Time frame: 2-3rd months Permit cost $ 20 Number of Locations 2 Total Permits Cost $ 40 |
If we raise $50,000, we will buy and equip two Tapioca Bubble Tea stands and will obtain two permits. The permits would allow us to set up our stands anywhere in the city where vending business is permitted.
Website development/hosting Time frame: 3-4th months Annual website domain hosting $ 50.00 Website design $ 2,950 Total Website development/hosting Cost $ 3,000 |
We will hire website developer to develop our website and register internet
domain. Website development will be done on the latest platforms for better
design.
(Source: Consultation with website developer)
Purchasing Tapioca Bubble Tea stands Time frame: 5-6th month Landed cost per Tapioca Bubble Tea Stand and equipment $ 7,000 Multiplied by: Number of locations 2 Total Stand and Equipment Cost $ 14,000 |
Model: Tapioca Bubble Tea Stand MYSHINE MS3828.
If we raise $50,000 we will buy and equip two Tapioca Bubble Tea stands.
Finding local suppliers
Time frame: 6-7th months
Estimated Costs (Other Expenses) is $500.
Our supplies, such as teas, milk, tapioca balls, flavoring, cleaning kits and packaging will be purchased from the local suppliers. We plan to keep minimal inventory on hands.
Hiring/Training sales personnel
Time frame: 7th months
Two sales people will be hired and trained. Their salary remuneration will be commission based, which is 15 percent of gross sales.
Finding locations and placing Tapioca Bubble Tea stands
Time frame: 8-10th months Annual Lease Cost per location $ 5,400 Multiplied by: Number of locations 2 Total Lease costs $ 10,800 |
Two Tapioca Bubble Tea stands will be placed in two different malls in Bucharest.
Marketing and advertising
Time frame- 10-12th months
We will engage in the following promotional activities:
Stand Media Frequency Year 1 Budget
----- ----- --------- -------------
Print Coupons distributed in store 2,000 per month $1,660
Print Mailbox Mailer coupons 5,000 per month $4,500
Free Samples Free Samples Constant $1,000
Mall Advertising Commercials
/Posters Malls advertising stands/
stations Constant $2,500
Word of Mouth Word of Mouth Constant Free
Sub Total Marketing and Advertising
Costs $9,660
|
We will be hiring marketing company that does mailbox mailer. Mailbox mailer is simply going around the area close to where our stands are and placing coupons in the mail box. The stand operators will promote our teas by giving out free samples and coupons. Our company will be placing ads in the mall advertising magazines, and internal mall commercials.
Total Cost of all operations: $40,000
To implement our plan of operations ($40,000) and pay ongoing legal fee associated with public offering ($10,000) we require a minimum of $50,000 as described in our Plan of Operations. Any funds raised beyond this amount will be spent on purchasing additional Tapioca Bubble Tea stands.
IF $75,000 RAISED
Setting up an office Time frame: 1st month. Office furniture $ 800.00 Equipment (computer) $1,000.00 Supplies $ 200.00 Total Office Cost $2,000.00 |
Our Company office space will be provided to us at no charge by Director and will be established in Bucharest, Romania. Office furniture (chairs, lamp and table), equipment (computer, printer, fax) and supplies (miscellaneous office supplies) will be purchased locally.
Obtaining Permits Time frame: 2-3rd months Permit cost $ 20 Multiplied by: Number of locations 4 Total Permits Cost $ 80 |
If we raise $75,000, we will buy and equip four Tapioca Bubble Tea stands and will obtain four permits. The permits would allow us to set up our stands anywhere in the city where vending business is permitted.
Website development/hosting Time frame: 3-4th months Annual website domain hosting $ 50.00 Website design $ 2,950 Total Website development/hosting Cost $ 3,000 |
We will hire website developer to develop our website and register internet domain. Website development will be done on the latest platforms for better
design. (Source: Consultation with website developer) Purchasing Tapioca Bubble Tea stands Time frame: 5-6th month Landed cost per Tapioca Bubble Tea Stand and equipment $ 7,000 Multiplied by : Number of locations 4 Total Stand and Equipment Cost $ 28,000 |
Model: Tapioca Bubble Tea Stand MYSHINE MS3828.
If we raise $75,000 we will buy and equip four Tapioca Bubble Tea stands.
Finding local suppliers
Time frame: 6-7th months
Estimated Costs (Other Expenses) is $1,000.
Our supplies, such as teas, milk, tapioca balls, flavoring, cleaning kits and packaging will be purchased from the local suppliers. We plan to keep minimal inventory on hands.
Hiring/Training sales personnel
Time frame: 7th months
Four sales people will be hired and trained. Their salary remuneration will be commission based, which is 15 percent of gross sales. Manager will be hired to train and supervise the work of four people. Manager salary remuneration will be commission based, which is 5 percent of gross sales.
Finding locations and placing Tapioca Bubble Tea stands
Time frame- 8-10th months Annual Lease Cost per location $ 7,000 Multiplied by: Number of locations 4 Total Lease costs $ 28,000 |
Four Tapioca Bubble Tea stands will be placed in four different malls in Bucharest.
Marketing and advertising
Time frame- 10-12th months
We will engage in the following promotional activities:
Stand Media Frequency Year 1 Budget
----- ----- --------- -------------
Print Mailbox Mailer coupons 5,000 per month $4,500
Free Samples Free Samples Constant $1,500
Mall Advertising Commercials Malls advertising stands/
/Posters stations Constant $3,320
Word of Mouth Word of Mouth Constant Free
Sub Total Marketing and Advertising
Costs $9,320
|
We will be hiring marketing company that does mailbox mailer. Mailbox mailer is simply going around the area close to where our stands are and placing coupons in the mail box. The stand operators will promote our teas by giving out free samples and coupons. Our company will be placing ads in the mall advertising magazines, and internal mall commercials.
Total Cost of all operations: $65,000
To implement our plan of operations ($65,000) and pay ongoing legal fee associated with public offering ($10,000) we require a minimum of $75,000 as described in our Plan of Operations. Any funds raised beyond this amount will be spent on purchasing additional Tapioca Bubble Tea stands.
IF $100,000 RAISED
Setting up an office Time frame: 1st month. Office furniture $ 800.00 Equipment (computer) $1,000.00 Supplies $ 200.00 Total Office Cost $2,000.00 |
Our Company office space will be provided to us at no charge by Director and will be established in Bucharest, Romania. Office furniture (chairs, lamp and table), equipment (computer, printer, fax) and supplies (miscellaneous office supplies) will be purchased locally.
Obtaining Permits Time frame: 2-3rd months Permit cost $ 20 Multiplied by: Number of Tapioca Bubble Tea stands 6 Total Permits Cost $ 120 |
If we raise $100,000, we will buy and equip six Tapioca Bubble Tea stands and will obtain six permits. The permits would allow us to set up our stands anywhere in the city where vending business is permitted.
Website development/hosting Time frame: 3-4th months Annual website domain hosting $ 50.00 Website design $ 2,950 Total Website development/hosting Cost $ 3,000 |
We will hire website developer to develop our website and register internet domain. Website development will be done on the latest platforms for better
design. (Source: Consultation with website developer) Purchasing Tapioca Bubble Tea stands Time frame: 5-6th month Landed cost per Tapioca Bubble Tea Stand and equipment $ 7,000 Multiplied by : Number of locations 6 Total Stand and Equipment Cost $ 42,000 |
Model: Tapioca Bubble Tea Stand MYSHINE MS3828.
If we raise $100,000 we will buy and equip six Tapioca Bubble Tea stands.
Finding local suppliers
Time frame: 6-7th months
Estimated Costs (Other Expenses) is $1,500.
Our supplies, such as teas, milk, tapioca balls, flavoring, cleaning kits and packaging will be purchased from the local suppliers. We plan to keep minimal inventory on hands.
Hiring/Training sales personnel
Time frame: 7th months
Six sales people will be hired and trained. Their salary remuneration will be commission based, which is 15 percents of gross sales. Manager will be hired to train and supervise the work of six people. Manager salary remuneration will be commission based, which is 5 presents of gross sales.
Finding locations and placing Tapioca Bubble Tea stands
Time frame- 8-10th months Annual Lease Cost per location $ 5,400 Multiplied by: Number of locations 6 Total Lease costs $ 32,400 |
Six Tapioca Bubble Tea stands will be placed in six different malls in Bucharest.
Marketing and advertising
Time frame- 10-12th months
We will engage in the following promotional activities:
Stand Media Frequency Year 1 Budget
----- ----- --------- -------------
Print Mailbox Mailer coupons 5,000 per month $3,980
Free Samples Free Samples Constant $1,500
Mall Advertising Commercials Malls advertising stands/
/Posters stations Constant $3,500
Word of Mouth Word of Mouth Constant Free
Sub Total Marketing and Advertising $8,980
Costs
|
We will be hiring marketing company that does mailbox mailer. Mailbox mailer is simply going around the area close to where our stands are and placing coupons in the mail box. The stand operators will promote our teas by giving out free samples and coupons. Our company will be placing ads in the mall advertising magazines, and internal mall commercials.
Total cost of all operations: $90,000
To implement our plan of operations ($90,000) and pay ongoing legal fee associated with public offering ($10,000) we require a minimum of $100,000 as described in our Plan of Operations. Any funds raised beyond this amount will be spent on purchasing additional Tapioca Bubble Tea stands.
We plan on placing our first Tapioca Bubble Tea stand by the 8th month of operations. We plan to continue placing additional Tapioca Bubble Tea stands throughout Romania in major cities such as Bucharest, Ia?i and Cluj. We plan to implement our business plan as soon as funds from public offering become available. The following table sets forth our 12-month budgeted costs assuming the sale of 25, 50, 75, and 100% of shares, respectively. There is no assurance that we will raise the full $100,000 as anticipated.
25,000 50,000 75,000 100,000
------ ------ ------ -------
Legal and professional fees
(associated with maintaining
reporting status) $10,000 $10,000 $10,000 $10,000
Permits $ 20 $ 40 $ 80 $ 120
Lease $ 5,400 $10,800 $21,600 $32,400
Developing website/hosting $ 650 $ 3,000 $ 3,000 $ 3,000
Number of Locations 1 2 4 6
Equipment and Stands $ 7,000 $14,000 $28,000 $42,000
Marketing and Advertising $ 1,680 $ 9,660 $ 9,320 $ 8,980
Office $ 0 $ 2,000 $ 2,000 $ 2,000
Supplies 250 500 1,000 1,500
|
COMPLETE OUR PUBLIC OFFERING
We expect to complete our public offering within one year after the effectiveness of our registration statement by the Securities and Exchange Commissions. We intend to concentrate our efforts on raising capital during this period. Our operations will be limited due to the limited amount of funds on hand.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
LIMITED OPERATING HISTORY
There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.
RESULTS OF OPERATIONS
FROM INCEPTION ON APRIL 18, 2014 TO OCTOBER 31, 2014
During the period we incorporated the company, prepared a business plan, signed lease agreement to place one bubble tea machine and purchased one Bubble Tea machine.
We have accrued net losses of $75 for the period from our inception on April 18, 2014 to October 31, 2014, and have no revenues to date. Our future is dependent upon our ability to obtain financing from this offering. We have generated no revenue since inception due to the fact that we are a development stage company and have not yet placed our Bubble Tea machine.
Since inception, we have sold 3,500,000 shares of common stock to our sole officer and director for net proceeds of $3,500.
LIQUIDITY AND CAPITAL RESOURCES
As of October 31, 2014, we had cash in the amount of $ 1,425 and liabilities of $5,000. As of the date of this prospectus, we have $1,425. We currently do not have any operations and we have no income.
Since inception, we have sold 3,500,000 shares of common stock in one offer and sale, which was to our sole officer and director, at a price of $0.001 per share, for aggregate proceeds of $3,500.
To meet our need for cash we are attempting to raise money from this offering. We cannot guarantee that we will be able to sell all the shares required. If we are successful, any money raised will be applied to the items set forth in the Use of Proceeds section of this prospectus. We will attempt to raise the necessary funds to proceed with all phases of our plan of operation. The sources of funding we may consider to fund this work include a public offering, a private placement of our securities or loans from our director or others.
We are highly dependent upon the success of the public offerings of equity or debt securities, as described herein. Therefore, the failure thereof would
result in the need to seek capital from other resources such as taking loans, which would likely not even be possible for the Company. However, if such financing were available, because we are a development stage company with no operations to date, we would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing. If the Company cannot raise additional proceeds via a private placement of its equity or debt securities, or secure a loan, the Company would be required to cease business operations. As a result, investors would lose all of their investment.
Our auditors have issued a "going concern" opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations. Our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. The amount of the offering will likely allow us to operate for at least one year and have the capital resources required to cover the material costs with becoming a publicly reporting. The company anticipates over the next 12 months the cost of being a reporting public company, including legal and professional fee, will be approximately $10,000.
As of the date of this registration statement, the current funds available to the Company will not be sufficient to continue maintaining a reporting status. The company's sole officer and director, Slav Serghei, has verbally agreed to lend funds to pay for the registration process and lend funds to implement our business plan and to help maintain a reporting status with the SEC in the form of a non-secured loan for the next twelve months and after effectiveness of our registration statement until we complete our offering as the expenses are incurred if no other proceeds are obtained by the Company, However, the verbal agreement is not binding and that there is no guarantee that we will receive such loan. Management believes if the company cannot maintain its reporting status with the SEC it will have to cease all efforts directed towards the company. As such, any investment previously made would be lost in its entirety.
We need a minimum of $25,000 to conduct our proposed operations and pay all expenses associated with maintaining a reporting status with the SEC.
SIGNIFICANT ACCOUNTING POLICIES
Our financial statements have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. The financial statements have, in our opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:
BASIS OF PRESENTATION
The Company reports revenues and expenses use the accrual method of accounting for financial and tax reporting purposes. The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles (US GAAP) applicable to development stage companies
USE OF ESTIMATES
Management uses estimates and assumption in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.
DEPRECIATION, AMORTIZATION AND CAPITALIZATION
The Company records depreciation and amortization when appropriate using both straight-line and declining balance methods. Assets depreciated and amortized over their estimated useful life. Expenditures for maintenance and repairs are charged to expense as incurred. Additions, major renewals and replacements that increase the property's useful life are capitalized. Property sold or retired,
together with the related accumulated depreciation is removed from the appropriated accounts and the resultant gain or loss is included in net income.
INCOME TAXES
The Company accounts for income taxes under ASC 740 "INCOME TAXES" which codified SFAS 109, "ACCOUNTING FOR INCOME TAXES" and FIN 48 "ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES - AN INTERPRETATION OF FASB STATEMENT NO. 109."Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Financial Accounting Standards statements No. 107, "Disclosures About Fair Value of Financial Instruments", requires the Company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments. The Company's financial instruments consist primarily of cash.
PER SHARE INFORMATION
The Company computes per share information by dividing the net loss for the period presented by the weighted average number of shares outstanding during such period.
DESCRIPTION OF BUSINESS
1. GENERAL
COMPANY
We were incorporated in the State of Nevada on April 18, 2014
We are planning to start operations in the business of selling Bubble Tea from mobile stands in Romania. We plan to spread our operation throughout Romania's major cities: Bucharest, Ia?i and Cluj. In the beginning we plan to place our equipment in the malls in Bucharest and Metropolitan area. We have not decided on the future size or cost of our expansion at this time. We will be following our business plan from one city to another. The expansion will be funded from our future revenues and additional sale of our shares. The time frame of the expansion will depend solely on the availability of funding from the revenue.
The business steps are as follows:
a) Purchase equipment and Mall Customized Bubble Tea Stands from China
b) Buy necessary supplies locally
c) Place stands
2. PRODUCT
Our product will be Tapioca Bubble Tea. Bubble tea is a mixture of iced or hot sweetened tea, milk, and often other flavors. The distinctive characteristics of bubble tea are the black gummy balls made of tapioca, or, more commonly in East Asia, yam starch-, called "pearls" or "boba" or balls that sit at the bottom of the cup. The pearls are larger than those found in tapioca pudding, with a diameter of at least 6 millimeters, but smaller ones are occasionally used. They are generally translucent brown with a darker brown center, although pearls of other colors or `Jelly cubes' have also recently become available. The original
bubble tea consisted of a hot Taiwanese black tea, tapioca pearls, condensed milk, and honey. As this drink became more popular, variations were created. Initially iced versions with a hint of peach or plum flavors began to appear, and then more fruit flavors were added. They usually contain colored pearls that are chosen to match whatever fruit juice is used, in addition to brightly colored oversize straws for sucking up the pearls.
Bubble tea is generally split into two types: fruit-flavored teas, and milk teas. Milk teas may use dairy or non-dairy creamers. The mixtures that make up bubble tea vary. Several examples of flavors are strawberry, passion fruit, mango, chocolate, and coconut, and may be added in the form of powder, fruit juice, pulp, or syrup to hot black or green tea, which is shaken in a cocktail shaker or mixed in a blender with ice until chilled. The mixture is usually combined with milk and cooked tapioca pearls.
These tapioca pearls are made mostly of tapioca starch, which comes from the tapioca, or bitter-cassava plant. In other parts of the world, the bitter-cassava plant may be called manioca or yucca. Cassava is native to South America, and was introduced to Asia in the 1800s. The balls are prepared by boiling for 25 minutes, until they are cooked thoroughly but have not lost pliancy, and then cooled for 25 minutes. After cooking they last about 7 hours. The pearls have little taste, and are usually soaked in sugar or honey solutions.
3. TARGET MARKET
Customers are likely to be:
Younger and older people may consider bubble tea a novelty and luxury alternative to the lunchtime or after-work coffee.
Although it contains sugar, bubble tea is a much healthier alternative to carbonated fizzy drinks and may therefore appeal to health conscious consumers.
It is popular for people to hold meetings such as craft circles and book groups in local cafes and coffee shops and a bubble tea cafe could appeal as an unusual alternative.
Due to its fairly new status, bubble tea has a certain novelty value that might appeal to people looking to try different tastes and flavors.
Office workers looking for a quick snack and drink or a relaxing meeting place.
4. MARKETS
The Romania Tapioca Bubble Tea is still a virgin market with very few existing competitors.
The dominant target market for Capital Bubble Tea Cafe is a regular stream of local residents. Personal and expedient customer service at a competitive price is a key for maintaining the local market share of this target market.
Our stands would be ideal anywhere with high foot traffic, such as shopping malls, college or university campuses, bus or trains stations and airports. And at the same time, mobility of our stands will allow as to be able to operate on trade shows, conferences and festivals.
5. MARKETING
Initially we plan to place our stands in the shopping malls. Our company ads and commercials will be placed in malls advertising magazines, and internal commercials.
We expect the facilities and signage to be a substantial portion of our advertising. Word of mouth has always proven to be the greatest advertising program a company can instill.
In addition, we will be hiring marketing company that does mailbox mailer. Mailbox mailer is simply going around the area close to where our stands are and placing coupons in the mail box.
There will be several sales strategies put into place, including posting specials on high, profit items at the window. The staff will also hand out free drink coupons to those who have purchased a certain number of cups.
We plan to host tasting events for customers on a quarterly basis. Each quarter, at the introduction of each season, Capital Bubble Tea Cafe will be adjusting its menu to reflect the changes in the flavors served.
Drink Coupons, This encourages the person to come in for their free beverage and bring a friend.
Chamber of Commerce and Professional Memberships, Because of the need to sell our services, we will be an active participant in the Regional Chamber, local Chambers of Commerce, food service Associations, and Specialty Beverage Associations. The exposure and education that these organizations provide is outstanding, but equally important are the contacts and opportunities made available.
STRATEGY AND IMPLEMENTATION
Bubble tea cafes shops are heavily reliant on impulse buying and passing trade. Therefore they will benefit from a strong image that is attractive to clearly identifiable types of customer. Issues to consider when developing a bubble tea cafes client base include:
Visibility - location will be vital. However, high street sites may be difficult to obtain due to high rent and intense competition, particularly from major chains.
Ease of access - other locations to consider includes those close to transport,
e.g. near railway and bus stations.
Advertising in a variety of local publications will increase knowledge of our locations and a favorable review in the local media will increase interest.
Promotional offers - most bubble tea cafes attract younger customers, therefore
promoting the business to older age groups may be worthwhile. Word of mouth
recommendation will also be important therefore it is important that we offer
good customer service. We will be offering high quality bubble tea, with
personal service at a competitive price.
Our competitive edge is the relatively low level of competition in the local
area in this particular niche.
6. EQUIPMENT
EQUIPMENT DESCRIPTION:
MALL CUSTOMIZED BUBBLE TEA STAND MYSHINE MS3828
DIMENSIONS: 2.0m L x 0.8m W x 2.00m H
Operational space: 1.6 square meters
Weight: 250kg
Cost US $ 2,800
SK-300 BUBBLE TEA SHAKING MACHINE
Voltage: AC220/110V 50/60HZ,
Weight: 20kg
Dimension: 32cm W x25cm L x33cm H
Cost US $ 785.00
WCS-F07 AUTOMATIC CUP SEALING MACHINE
Voltage: AC220/110V 50/60HZ,
Weight: 31kg
Dimension: 29cm W x35cm L x52cm H
Cost $ 365.00
SINGLE DOOR GLASS DISPLAY CABINET BEVERAGE REFRIGERATOR
Voltage: AC220/110V 50/60HZ,
Weight: 70kg
Cost US $ 550
QUICK DETAIL
All devices in the stand will operate on a 10 amp circuit, it is ideal to use in any environment because it doesn't require a dedicated circuit. This allows it to be used in multiple locations and still produce 240 servings per hour. This full-feature Tapioca Bubble Tea Stand set uses an exterior laminate and glossy stainless steel cover on the plywood. Countertop is made of stone covered plywood.
Estimated landed cost is $7000
Product description: Tapioca Bubble Tea production
equipment and mobile stand
Importing from: China
Importing to: Romania
Total Product value: USD 4500.00
Country of manufacture: China
The cost of shipping and insurance of
importing Shipping costs: USD 1400.00
Insurance costs: USD 245.00
- VAT: USD 855.00
Total import duty. taxes due: USD 855.00
Total landed cost: USD 7,000.00
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7. SUPPLIES
At the initial stage all our supplies, such as milk, tapioca pearls, salt, flavoring, cleaning kits and packaging will be purchased from the local suppliers. There is no need to invest in high inventory levels due to the availability of required for production materials in regular stores around Romania. We plan to keep minimal inventory on hands.
At later stages of our company development, when we will have high sales volumes, and will be required to stock big inventory, negotiations might be done to get better pricing from local suppliers.
8. FREIGHT
We plan to ship Tapioca Bubble Tea machines and Bubble Tea stands from the China to Romania. All the supplies will be bought locally in Romania and will not require shipping costs. At this stage we do not have written contract with any of the shipment companies.
9. PERMITS
At this stage of our company development, we do not have any permits. Vending business operators required to have a permit in order to sell products to the public. Permits will be obtained from government for the cost of $20 per stand. We do not require any certification for product (Tapioca Bubble Tea) because all direct materials will be purchased locally, certified for consumption.
10. TAPIOCA BUBBLE TEA STAND PLACMENT LOCATIONS
Initially we plan to place one Tapioca Bubble Tea Stand in the malls in Bucharest. Our future expansion will be based on the amount of finance obtained. Tapioca Bubble Tea stands will be placed in major cities such as Bucharest, Ia?i and Cluj, and in the following locations: malls, commercial centers, and sport halls. We might be able to enter into revenue sharing agreement with the owners/management for the taken space for the commission up to 20% of gross margin in the future.
11. OFFICE
Director will provide our company with office space at no charge. Furniture, office equipment, and supplies will be purchased locally.
12. LEASES
Our Tapioca Bubble Tea Stand requires four square meters of operational space. Lease terms and durations in Bucharest city area malls as follows:
Rate is ranging from $250 to $450 per months or $3000 to $5,400 per year. Taking in to the account conservatism, our lease expense per location we will be $450 per month or $5,400 per year.
Duration of short term lease varies from 1 to 12 months. Taking in to the account conservatism, our lease duration per location we will be 12th months.
Lease payment is due at the signing of the lease. Director will be a guarantor for the leases. To remove Director's personal liability, full amount of the lease term will be due on the singing of the lease. (Source: Personal visits to six random malls located in Bucharest area: Unirea shopping City, Afi palace Cotroceni, Plaza Romania, Baneasa Shopping City, Mall Vitan, Baneasa Shopping City, Plaza Mall.
13. PRICING
Suggested Sale Price for 16-ounce clear plastic cup ( 1 US Dollar USD =~ 0.31601 Romanian New Leu )
Sale Price - $3.00 (0.95 RON)
Cost - $1.2 (24 RON)
14. PERSONNEL
We are going to hire locals for the positions of sales people. Sales personnel salary remuneration will be commission based. Standard rate will be 15% of gross sales. When we will have at least five stands managers will be hired from locals or promoted from the sales people. Manager remuneration is commission of 7%v of gross sales.
Personnel will have to be trained to operate and service Tapioca Bubble Tea equipment. At first, training will be done by Director. Managers will take over this function when they will be hired.
15. COMPETITION
Bubble tea is a fairly new product, so there are very few direct competitors at this moment. But at the same time we have to compete with other drink providers, from low priced soft drinks to high priced juices and smoothies. Our main advantage is that our bubble teas offer similar to smoothies and juices health benefits, while being more affordable.
Larger stores carry a better selection of drinks in various sizes and types of packaging, as well as accessories such as storage containers, travel tumblers and mugs.
17. FINANCE
We are planning to raise $100,000 through public offering. There is no assurance that full amount will be obtained. The following table sets forth the uses of proceeds assuming the funding of 25%, 50%, 75%, and 100%, respectively.
25,000 50,000 75,000 100,000
------ ------ ------ -------
Legal and professional fees
(associated with maintaining
reporting status) $10,000 $10,000 $10,000 $10,000
Permits $ 20 $ 40 $ 80 $ 120
Lease $ 5,400 $10,800 $21,600 $32,400
Developing website/hosting $ 650 $ 3,000 $ 3,000 $ 3,000
Number of Locations 1 2 4 6
Equipment and Stands $ 7,000 $14,000 $28,000 $42,000
Marketing and Advertising $ 1,680 $ 9,660 $ 9,320 $ 8,980
Office $ 0 $ 2,000 $ 2,000 $ 2,000
Supplies 250 500 1,000 1,500
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DIRECTORS, EXECUTIVE OFFICERS, PROMOTER AND CONTROL PERSONS
The following table sets forth as of October 31, 2014, the names, positions and ages of our current executive officers and directors.
Name and Address of Executive Officer and/or Director Age Position ----------------------- --- -------- Slav Serghei, 28 President, Solo Director, Executive Bucharest 28, Bucharest, 87-100 Officer, Treasurer, Secretary Romania |
The following is a brief description of the business experience of our executive officer:
- graduated high school for animators 1982
- resort and condominium manager 1982 - 1991
- owner of an internet shopping and advertising company 1992 - 2013
Slav Serghei has acted as our President, Secretary, Treasurer and sole Director since our incorporation on April 18, 2014. Our president will be devoting approximately 20 hours/week of his business time to our operations. Once we expand operations, and are able to attract more customers to purchase our product, Slav Serghei has agreed to commit more time as required. Because Slav Serghei will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to him. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a cessation of operations.
During the past ten years, Mr. Slav has not been the subject to any of the following events:
1. Any bankruptcy petition filed by or against any business of which Mr.
Slav 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.
Slav '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.
5. Was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any Federal or State authority
barring, suspending or otherwise limiting for more than 60 days the
right to engage in any activity described in paragraph (f)(3)(i) of
this section, or to be associated with persons engaged in any such
activity;
6. Was found by a court of competent jurisdiction in a civil action or by
the Commission to have violated any Federal or State securities law,
and the judgment in such civil action or finding by the Commission has
not been subsequently reversed, suspended, or vacated;
7. Was the subject of, or a party to, any Federal or State judicial or
administrative order, judgment, decree, or finding, not subsequently
reversed, suspended or vacated, relating to an alleged violation of:
i. Any Federal or State securities or commodities law or regulation;
or
ii. Any law or regulation respecting financial institutions or
insurance companies including, but not limited to, a temporary or
permanent injunction, order of disgorgement or restitution, civil
money penalty or temporary or permanent cease-and-desist order,
or removal or prohibition order; or
iii. Any law or regulation prohibiting mail or wire fraud or fraud in
connection with any business entity; or
8. Was the subject of, or a party to, any sanction or order, not
subsequently reversed, suspended or vacated, of any self-regulatory
organization (as defined in Section 3(a)(26) of the Exchange Act (15
U.S.C. 78c(a)(26))), any registered entity (as defined in Section
1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any
equivalent exchange, association, entity or organization that has
disciplinary authority over its members or persons associated with a
member.
AUDIT COMMETEE FINANCIAL EXPERT
We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we just recently started our operations, at the present time, we believe the services of a financial expert are not warranted.
CONFLICT OF INTEREST
The only conflict that we foresee are that our sole officer and director will devote time to projects that do not involve us.
TERM OF OFFICE
Each of our directors is appointed to hold office until the next annual meeting of our stockholders or until his respective successor is elected and qualified, or until he resigns or is removed in accordance with the provisions of the Nevada Revised Statues. Our officers are appointed by our Board of Directors and hold office until removed by the Board or until their resignation.
DIRECTOR INDEPENDENCE
Our board of directors is currently composed of one member, Slav Serghei, 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.
SIGNIFICANT EMPLOYEES
We are a development stage company and currently have no employees.
EXECUTIVE COMPENSATION
MANAGEMENT COMPENSATION
The following tables set forth certain information about compensation paid, earned or accrued for services by our President, and Secretary and all other executive officers (collectively, the "Named Executive Officers") from inception on April 18, 2014 until October 31, 2014:
SUMMARY COMPENSATION TABLE
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Totals($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- ---------
Slav Serghei, April 8, -0- -0- -0- -0- -0- -0- -0- -0-
President, 2014
Treasurer and October 31,
Secretary 2014
|
There are no current employment agreements between the company and its officer.
Mr. Slav 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.
DIRECTOR COMPENSATION
The following table sets forth director compensation as of October 31, 2014:
Fees Nonqualified
Earned Non-Equity Deferred
Paid in Stock Option Incentive Plan Compensation All Other
Name Cash($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Total($)
---- ------- --------- --------- --------------- ----------- --------------- --------
Slav Serghei -0- -0- -0- -0- -0- -0- -0-
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Slav Serghei will not be paid for any underwriting services that he performs on our behalf with respect to this offering.
Since our incorporation, we issued a total of 3,500,000 shares of restricted common stock to Slav Serghei, our sole officer and director in consideration of $3,500.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of October 31, 2014 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.
Name and Address of Amount and Nature of
Title of Class Beneficial Owner Beneficial Ownership Percentage
-------------- ---------------- -------------------- ----------
Common Stock Slav Serghei 3,500,000 shares of 100%
Bucharest 28, common stock (direct)
Bucharest, 87-100
Romania
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(1) A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on October 31, 2014
As of October 31, 2014, there were 3,500,000 shares of our common stock issued and outstanding.
FUTURE SALES BY EXISTING STOCKHOLDERS
A total of 3,500,000 shares of common stock were issued to our sole officer and director, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be publicly sold, subject to volume restrictions and restrictions on the manner of sale, commencing one year after their acquisition. Our investors are not allowed to rely on Rule 144 of the Securities Act for a period of one year from the date that we cease to be a shell company. Shares purchased in this offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are offering.
There is no public trading market for our common stock. To be quoted on the OTCBB a market maker must file an application on our behalf to make a market for our common stock. As of the date of this Registration Statement, we have not engaged a market maker to file such an application, that there is no guarantee that a market marker will file an application on our behalf, and that even if an application is filed, there is no guarantee that we will be accepted for quotation. Our stock may become quoted, rather than traded, on the OTCBB.
There are no outstanding options or warrants to purchase, or securities convertible into, our common stock. There is one holder of record for our common stock. The record holder is our sole officer and director who owns 3,500,000 restricted shares of our common stock.
PLAN OF DISTRIBUTION; TERMS OF THE OFFERING
Tapioca Corp. has 3,500,000 shares of common stock issued and outstanding as of the date of this prospectus. The Company is registering an additional of 10,000,000 shares of its common stock for sale at the price of $0.01 per share. There is no arrangement to address the possible effect of the offering on the price of the stock.
In connection with the Company's selling efforts in the offering, Slav Serghei will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the "safe harbor" provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer's securities. Mr. Slav is not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Mr. Slav will not be compensated in connection with his participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Mr. Slav is not, nor has he been within the past 12 months, a broker or dealer, and he is not, nor has he been within the past 12 months, an associated person of a broker or dealer. At the end of the offering, Mr. Slav will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Mr. Slav will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).
Tapioca Corp. will receive all proceeds from the sale of the 10,000,000 shares being offered. The price per share is fixed at $0.01 for the duration of this offering. Although our common stock is not listed on a public exchange or quoted over-the-counter, we intend to seek to have our shares of common stock quoted on the Over-the Counter Bulletin Board. In order to be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved. However, sales by the Company must be made at the fixed price of $0.01 per share.
The Company will not offer its shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from the Company and/or the purchasers of the shares for whom they may act as agents. The shares of common stock sold by the Company may be occasionally sold in one or more transactions; all shares sold under this prospectus will be sold at a fixed price of $0.01 per share.
STATE SECURITIES - BLUE SKY LAWS
There is no established public market for our common stock, and there can be no assurance that any market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as "Blue Sky" laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue-sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. Accordingly, investors may not be able to liquidate their investments and should be prepared to hold the common stock for an indefinite period of time.
In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which Tapioca Corp. has complied.
In addition and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.
Our shares of common stock are subject to the "penny stock" rules of the Securities and Exchange Commission. 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.
Tapioca Corp. will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states) which we expect to be $10,000.
OFFERING PERIOD AND EXPIRATION DATE
This offering will start on the date that this registration statement is declared effective by the SEC and continue for a period of one year. The offering shall terminate on the earlier of (i) the date when the sale of all 10,000,000 shares is completed, (ii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all 10,000,000 shares registered under the Registration Statement of which this Prospectus is part or (iii) one year after the effective date of this prospectus. We will not accept any money until this registration statement is declared effective by the SEC.
PROCEDURES FOR SUBSCRIBING
If you decide to subscribe for any shares in this offering, you must
- execute and deliver a subscription agreement; and
- deliver a check or certified funds to us for acceptance or rejection.
All checks for subscriptions must be made payable to "Tapioca Corp."
RIGHT TO REJECT SUBSCRIPTIONS
We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours after we receive them.
DESCRIPTION OF SECURITIES
GENERAL
Our authorized capital stock consists of 75,000,000 shares of common stock, par value $0.001 per share. Our Articles of Incorporation do not authorized us to issue and preferred stock. As of October 31, 2014, there were 3,500,000 shares of our common stock issued and outstanding that was held by one registered stockholder of record, and no shares of preferred stock issued and outstanding.
COMMON STOCK
The following description of our common stock is a summary and is qualified in its entirety by the provisions of our Articles of Incorporation and Bylaws which have been filed as exhibits to our registration statement of which this prospectus is a part.
The holders of our common stock currently have (i) equal ratable rights to
dividends from funds legally available therefore, when, as and if declared by
the Board of Directors of the Company; (ii) are entitled to share ratably in all
of the assets of the Company available for distribution to holders of common
stock upon liquidation, dissolution or winding up of the affairs of the Company
(iii) do not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights applicable thereto; and (iv) are
entitled to one non-cumulative vote per share on all matters on which
stockholders may vote.
PREFERRED STOCK
We are not authorized to issue preferred shares.
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.
NON-CUMULATIVE VOTING
Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in that event, the holders of the remaining shares will not be able to elect any of our directors. After this offering is completed, assuming the sale of all of the shares of common stock, present stockholders will own approximately 55% of our outstanding shares.
CASH DIVIDENDS
As of the date of this prospectus, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
NEVADA ANTI-TAKEOVER LAWS
Currently, we have no Nevada shareholders and since this offering will not be made in the State of Nevada, no shares will be sold to its residents. Further, we do not do business in Nevada directly or through an affiliate corporation and we do not intend to do so. Accordingly, there are no anti-takeover provisions that have the affect of delaying or preventing a change in our control.
The Nevada Business Corporation Law contains a provision governing "Acquisition of Controlling Interest." This law provides generally that any person or entity that acquires 20% or more of the outstanding voting shares of a publicly-held
Nevada corporation in the secondary public or private market may be denied voting rights with respect to the acquired shares, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights in whole or in part. The control share acquisition law provides that a person or entity acquires "control shares" whenever it acquires shares that, but for the operation of the control share acquisition act, would bring its voting power within any of the following three ranges: (1) 20 to 33 1/3%, (2) 33 1/3 to 50%, or (3) more than 50%. A "control share acquisition" is generally defined as the direct or indirect acquisition of either ownership or voting power associated with issued and outstanding control shares. The stockholders or board of directors of a corporation may elect to exempt the stock of the corporation from the provisions of the control share acquisition act through adoption of a provision to that effect in the Articles of Incorporation or Bylaws of the corporation. Our Articles of Incorporation and Bylaws do not exempt our common stock from the control share acquisition law. The control share acquisition law is applicable only to shares of "Issuing Corporations" as defined by the act. An Issuing Corporation is a Nevada corporation, which; (1) has 200 or more stockholders, with at least 100 of such stockholders being both stockholders of record and residents of Nevada; and (2) does business in Nevada directly or through an affiliated corporation.
At this time, we do not have 100 stockholders of record resident of Nevada. Therefore, the provisions of the control share acquisition law do not apply to acquisitions of our shares and will not until such time as these requirements have been met. At such time as they may apply to us, the provisions of the control share acquisition law may discourage companies or persons interested in acquiring a significant interest in or control of the Company, regardless of whether such acquisition may be in the interest of our stockholders.
The Nevada "Combination with Interested Stockholders Statute" may also have an effect of delaying or making it more difficult to effect a change in control of the Company. This statute prevents an "interested stockholder" and a resident domestic Nevada corporation from entering into a "combination," unless certain conditions are met. The statute defines "combination" to include any merger or consolidation with an "interested stockholder," or any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions with an "interested stockholder" having; (1) an aggregate market value equal to 5 percent or more of the aggregate market value of the assets of the corporation; (2) an aggregate market value equal to 5 percent or more of the aggregate market value of all outstanding shares of the corporation; or (3) representing 10 percent or more of the earning power or net income of the corporation. An "interested stockholder" means the beneficial owner of 10 percent or more of the voting shares of a resident domestic corporation, or an affiliate or associate thereof. A corporation affected by the statute may not engage in a "combination" within three years after the interested stockholder acquires its shares unless the combination or purchase is approved by the board of directors before the interested stockholder acquired such shares. If approval is not obtained, then after the expiration of the three-year period, the business combination may be consummated with the approval of the board of directors or a majority of the voting power held by disinterested stockholders, or if the consideration to be paid by the interested stockholder is at least equal to the highest of: (1) the highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the combination or in the transaction in which he became an interested stockholder, whichever is higher; (2) the market value per common share on the date of announcement of the combination or the date the interested stockholder acquired the shares, whichever is higher; or (3) if higher for the holders of preferred stock, the highest liquidation value of the preferred stock. The effect of Nevada's business combination law is to potentially discourage parties interested in taking control of the Company from doing so if it cannot obtain the approval of our board of directors.
REPORTS
After we complete this offering, we will not be required to furnish you with an annual report. Further, we will not voluntarily send you an annual report. We will be required to file reports with the SEC under section 15(d) of the Securities Act. The reports will be filed electronically. The reports we will be required to file are Forms 10-K, 10-Q, and 8-K. You may read copies of any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that will contain copies of the reports we file electronically. The address for the Internet site is www.sec.gov.
STOCK TRANSFER AGENT
We do not have a Transfer Agent.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our Articles of Incorporation provide that we will indemnify an officer, director, or former officer or director, to the full extent permitted by law. We have been advised that, in the opinion of the SEC, 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 (other than the payment of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by one of our director, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court's decision.
LEGAL MATTERS
HARRIS & GILLESPIE CPA'S, PLLC, has opined on the validity of the shares of common stock being offered hereby.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents, subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.
EXPERTS
HARRIS & GILLESPIE CPA'S, PLLC, our independent registered public accountant, has audited our financial statements included in this prospectus and registration statement to the extent and for the periods set forth in their audit report. HARRIS & GILLESPIE CPA'S, PLLC, has presented its report with respect to our audited financial statements.
AVAILABLE INFORMATION
We have not previously been required to comply with the reporting requirements of the Securities Exchange Act. We have filed with the SEC a registration statement on Form S-1 to register the securities offered by this prospectus. For future information about us and the securities offered under this prospectus, you may refer to the registration statement and to the exhibits filed as a part of the registration statement. In addition, after the effective date of this prospectus, we will be required to file annual, quarterly and current reports, or other information with the SEC as provided by the Securities Exchange Act. You may read and copy any reports, statements or other information we file at the SEC's public reference facility maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Our SEC filings are also available to the public through the SEC Internet site at www.sec.gov.
FINANCIAL STATEMENTS
The financial statements of Tapioca Corp. for the period ended October 31, 2014, and related notes, included in this prospectus have been audited by, and have been so included in reliance upon the opinion of such accountants given upon their authority as an expert in auditing and accounting.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
We have had no changes in or disagreements with our independent registered public accountant.
TAPIOCA CORP.
(A DEVELOPMENT STAGE COMPANY)
TABLE OF CONTENTS
FOR THE PERIOD FROM APRIL 18, 2014 (INCEPTION) TO OCTOBER 31, 2014
Report of Independent Registered Public Accounting Firm F-1 Balance Sheet as of October 31, 2014 F-2 Statement of Operations for the period April 18, 2014 (inception) to October 31, 2014 F-3 Statement of Changes in Stockholder's Equity for the period from April 18, 2014 (inception) to October 31, 2014 F-4 Statement of Cash Flows for the period April 18, 2014 (inception) to October 31, 2014 F-5 Notes to the Audited Financial Statements F-6 |
HARRIS & GILLESPIE CPA'S, PLLC
CERTIFIED PUBLIC ACCOUNTANT'S
3901 STONE WAY N., SUITE 202
SEATTLE, WA 98103
206.547.6050
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Tapioca, Corp.
We have audited the accompanying balance sheets of Tapioca Corp. (A Development Stage Company) as of October 31, 2014 and the related statements of operations, stockholders' equity and cash flows for the period then ended, and for the period from April 18, 2014 (inception) to October 31, 2014. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our 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 Tapioca Corp. (A Development Stage Company) as of October 31, 2014 and the results of its operations and cash flows for the period then ended and for the period from April 18, 2014 (inception) to October 31, 2014 in conformity with generally accepted accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #2 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management's plan in regard to these matters is also described in Note #2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ HARRIS & GILLESPIE CPA'S, PLLC -------------------------------------------- Seattle, Washington November 26, 2014 |
TAPIOCA CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF OCTOBER 31, 2014
ASSETS
Current Assets
Cash and cash equivalents $ 1,425
-------
Total Current Assets 1,425
Fixed Assets
Equipment 7,000
-------
Total Fixed Assets 7,000
-------
Total Assets $ 8,425
=======
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Current Liabilities
Loan from director $ 5,000
-------
Total Current Liabilities 5,000
-------
Total Liabilities 5,000
Commitments and Contingencies
Stockholder's Equity
Common stock, par value $0.001; 75,000,000 shares authorized,
3,500,000 shares issued and outstanding 3,500
Additional paid in capital --
Deficit accumulated during the development stage (75)
-------
Total Stockholder's Equity 3,425
-------
Total Liabilities and Stockholder's Equity $ 8,425
=======
|
See accompanying notes to financial statements.
TAPIOCA CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM APRIL 18, 2014 (INCEPTION) TO OCTOBER 31, 2014
For the period from
April 18, 2014
(Inception) to
October 31, 2014
----------------
REVENUES $ --
OPERATING EXPENSES
General and Administrative Expenses 75
---------
TOTAL OPERATING EXPENSES 75
---------
NET LOSS FROM OPERATIONS (75)
PROVISION FOR INCOME TAXES --
---------
NET LOSS $ (75)
=========
NET LOSS PER SHARE: BASIC AND DILUTED $ (0.00)
=========
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING:
BASIC AND DILUTED 250,000
=========
|
See accompanying notes to financial statements.
TAPIOCA CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE PERIOD FROM APRIL 18, 2014 (INCEPTION) TO OCTOBER 31, 2014
Deficit
Accumulated
Common Stock Additional during the Total
------------------- Paid-in Development Stockholders'
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------
Inception, April 18, 2014 -- $ -- $ -- $ -- $ --
Shares issued for cash at $0.001 per
share on October 17, 2014 3,500,000 3,500 -- -- 3,500
Net loss for the period ended
October 31, 2014 -- -- -- (75) (75)
--------- ------- ------- ------- -------
Balance, October 31, 2014 3,500,000 $ 3,500 $ -- $ (75) $ 3,425
========= ======= ======= ======= =======
|
See accompanying notes to financial statements.
TAPIOCA CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM APRIL 18, 2014 (INCEPTION) TO OCTOBER 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period $ (75)
Adjustments to reconcile net loss to net
cash (used in) operating activities:
-------
CASH FLOWS USED IN OPERATING ACTIVITIES (75)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Equipment (7,000)
-------
CASH FLOWS USED IN INVESTING ACTIVITIES (7,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock 3,500
Loans from director 5,000
-------
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 8,500
NET INCREASE IN CASH 1,425
Cash, beginning of period --
-------
Cash, end of period $ 1,425
=======
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 0
=======
Income taxes paid $ 0
=======
|
See accompanying notes to financial statements.
TAPIOCA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE AUDITED FINANCIAL STATEMENTS
OCTOBER 31, 2014
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
TAPIOCA CORP. ("the Company", "we", "us" or "our") was incorporated in the State of Nevada on April 18, 2014. We are a development-stage company formed to sell Bubble Tea from mobile stands in Romania.
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 and incurred losses from April 18, 2014 through October 31, 2014. The Company currently has capital working capital deficit, has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time and currently does not have the funding available to implement its business plan. Accordingly, there is substantial doubt about the Company's ability to continue as a going concern.
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 will 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 SIGNIFCANT ACCOUNTING POLICIES
Basis of presentation
The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles in the United States of America. The
Company's year end is October 31.
Development Stage Company
The Company is a development stage company as defined by section 915-10-20 of
the FASB Accounting Standards Codification and among the additional disclosures
required as a development stage company are that its financial statements were
identified as those of a development stage company, and that the statements of
operations, stockholders' deficit and cash flows disclosed activity since the
date of its inception (April 18, 2014) as a development stage company Although
the Company has recognized nominal amounts of revenue, it is still devoting
substantially all of its efforts on establishing the business. All losses
accumulated since Inception (April 18, 2014) have been considered as part of the
Company's development stage activities. Effective June 10, 2014 FASB changed its
regulations with respect to Development Stage Entities and these additional
disclosures are no longer required for annual reporting periods beginning after
December 15, 2014 with the option for entities to early adopt these new
provisions. The Company has not elected to early adopt these provisions and
consequently these additional disclosures are included in these financial
statements.
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.
TAPIOCA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE AUDITED FINANCIAL STATEMENTS
OCTOBER 31, 2014
NOTE 3 - SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (CONTUNUED)
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 $1,425 of cash
as of October 31, 2014.
Fair Value of Financial Instruments
ASC 820 "Fair Value Measurements and Disclosures" establishes a three-tier fair
value hierarchy, which prioritizes the inputs in measuring fair value. The
hierarchy prioritizes the inputs into three levels based on the extent to which
inputs used in measuring fair value are observable in the market.
These tiers include:
Level 1: defined as observable inputs such as quoted prices in active markets; Level 2: defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3: defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The carrying value of cash and the Company's loan from shareholder approximates its fair value due to their short-term maturity.
Property and Equipment
Property and equipment are stated at cost and depreciated on the straight line
method over the estimated life of the asset, which is 5 years.
No depreciation was charged during the period from April 18, 2014 to October 31, 2014 as the equipment purchased by the Company during this period was not used during the period.
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.
TAPIOCA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE AUDITED FINANCIAL STATEMENTS
OCTOBER 31, 2014
Revenue Recognition
The Company will recognize revenue in accordance with Accounting Standards
Codification No. 605, "Revenue Recognition" ("ASC-605"), ASC-605 requires that
four basic criteria must be met before revenue can be recognized: (1) persuasive
evidence of an arrangement exists; (2) delivery has occurred; (3) the selling
price is fixed and determinable; and (4) collectibility is reasonably assured.
Determination of criteria (3) and (4) are based on management's judgments
regarding the fixed nature of the selling prices of the products delivered and
the collectibility of those amounts. Provisions for discounts and rebates to
customers, estimated returns and allowances, and other adjustments are provided
for in the same period the related sales are recorded. The Company will defer
any revenue for which the product has not been delivered or is subject to refund
until such time that the Company and the customer jointly determine that the
product has been delivered or no refund will be required.
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
The Company computes income (loss) per share in accordance with FASB ASC 260, "Earnings per Share" which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
For the period from April 18, 2014 (inception) to October 31, 2014 there were no potentially dilutive debt or equity instruments issued or outstanding and any such shares would have been excluded from the computation because they would have been anti-dilutive as the Company incurred losses in these periods.
Comprehensive Income
Comprehensive income is defined as all changes in stockholders' equity
(deficit), exclusive of transactions with owners, such as capital investments.
Comprehensive income includes net income or loss, changes in certain assets and
liabilities that are reported directly in equity such as translation adjustments
on investments in foreign subsidiaries and unrealized gains (losses) on
available-for-sale securities. From our inception there were no differences
between our comprehensive loss and net loss.
Recent Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting
pronouncements and we do not believe any of these pronouncements will have a
material impact on the Company other than those relating to Development Stage
Entities as discussed above.
TAPIOCA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE AUDITED FINANCIAL STATEMENTS
OCTOBER 31, 2014
NOTE 4 - LOAN FROM DIRECTOR
In support of the Company's efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.
During the period from April 18, 2014 (Inception) to October 31, 2014, our sole director has loaned to the Company $5,000.
The loan is unsecured, non-interest bearing and due on demand.
The balance due to the director was $5,000 as of October 31, 2014.
NOTE 5 - COMMON STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On October 17, 2014, the Company issued 3,500,000 shares of common stock to a director for cash proceeds of $3,500 at $0.001 per share.
There were 3,500,000 shares of common stock issued and outstanding as of October 31, 2014.
NOTE 6 - COMMITMENTS AND CONTINGENCIES
None
NOTE 7 - INCOME TAXES
As of October 31, 2014, the Company had net operating loss carry forwards of approximately $75 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.
TAPIOCA CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE AUDITED FINANCIAL STATEMENTS
OCTOBER 31, 2014
NOTE 7 - INCOME TAXES (CONTUNUED)
The provision for Federal income tax consists of the following:
Current Operations $ 26
Less: valuation allowance (26)
--------
Net provision for Federal income taxes $ 0
========
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The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
Net operating loss carryover $ 26
Less: valuation allowance (26)
--------
Net deferred tax asset $ 0
========
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Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $75for 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 ASC 855-10 the Company has analyzed its operations from October 31, 2014 to the date these financial statements were issued, November 26, 2014 and has determined that it does not have any material subsequent events to disclose in these financial statements.
[Back Page of Prospectus]
PROSPECTUS
10,000,000 SHARES OF COMMON STOCK
TAPIOCA CORP.
DEALER PROSPECTUS DELIVERY OBLIGATION
UNTIL _____________ ___, 2014, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER
A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs (assuming all shares are sold) of this offering are as follows:
SEC Registration Fee $ 11.62
Printing Expenses $ 88.38
Accounting Fees and Expenses $ 1,100.00
Auditor Fees and Expenses $ 3,500.00
Legal Fees and Expenses $ 3,000.00
Transfer Agent Fees $ 2,300.00
----------
TOTAL $10,000.00
==========
----------
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(1) All amounts are estimates, other than the SEC's registration fee.
ITEM 14. INDEMNIFICATION OF DIRECTOR AND OFFICERS
Section 78.7502 of the Nevada Corporate Law provides, in part, that a corporation shall have the power to indemnify 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 (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of another corporation or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
Similar indemnity is authorized for such persons against expenses (including attorneys' fees) actually and reasonably incurred in defense or settlement of any threatened, pending or completed action or suit by or in the right of the corporation, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and provided further that (unless a court of competent jurisdiction otherwise provides) such person shall not have been adjudged liable to the corporation. Any such indemnification may be made only as authorized in each specific case upon a determination by the stockholders or disinterested directors that indemnification is proper because the indemnity has met the applicable standard of conduct. Where an officer or a director is successful on the merits or otherwise in the defense of any action referred to above, we must indemnify him against the expenses which such offer or director actually or reasonably incurred. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant 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 by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
Set forth below is information regarding the issuance and sales of securities without registration since inception. On DATE OF SALE OF SECURITIES, Tapioca Corp. offered and sold 3,500,000 share of common stock to our sole officer and director, Slav Serghei, for a purchase price of $0.001 per share, for aggregate offering proceeds of $3,500. Tapioca Corp. made the offer and sale in reliance on the exemption from registration afforded by Section 4(2) to the Securities Act of 1933, as amended (the "Securities Act"), on the basis that the securities were offered and sold in a non-public offering to a "sophisticated investor" who had access to registration-type information about the Company. No commission was paid in connection with the sale of any securities an no general solicitations were made to any person.
Exhibit Number Description of Exhibit ------ ---------------------- 3.1 Articles of Incorporation of the Registrant 3.2 Bylaws of the Registrant 5.1 Opinion re: Legality and Consent of Counsel 10.1 Lease agreement with Cristi Matache 23.1 Consent of Legal Counsel (contained in exhibit 5.1) 23.2 Consent of HARRIS & GILLESPIE CPA'S, PLLC 99.1 Subscription Agreement 99.2 Board Meeting Minutes |
ITEM 17. UNDERTAKINGS
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 to:
(a) Include any prospectus required by Section 10(a) (3) of the Securities Act;
(b) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
(c) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided however, that:
A. Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; and
B. Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant
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pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
2. That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration, by means of a post-effective amendment, any of the securities being registered hereby that remains unsold at the termination of the offering.
4 That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
i. Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
ii. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to the directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant 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 Act, and will be governed by the final adjudication of such issue.
For the purposes of determining liability under the Securities Act for any purchaser, 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 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, in Romania, Bucharest on December 18, 2014.
TAPIOCA CORP.
By: /s/ Slav Serghei
--------------------------------------------
Name: SLAV SERGHEI
Title: President
(Principal Executive, Financial and
Accounting Officer)
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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.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Slav Serghei, 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 Tapioca 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.
Signature Title Date
--------- ----- ----
/s/ Slav Serghei
---------------------------- Principal Executive, Financial and December 18, 2014
SLAV SERGHEI Accounting Officer
(Principal Executive, Financial and
Accounting Officer)
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Exhibit 3.1
ROSS MILLER
Secretary of State Document Number
206 North Carson Street 20140284469-60
Carson City, Nevada 89701-4298 Filing Date and Time
(775) 684-5708 04/18/2014 10:34 AM
Website: www.nvsos.gov Entity Number
E0206992014-5
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: TAPIOCA CORP.
2. Registered Agent [X] Commercial Registered Agent Business Filings Incorporated
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. SLAV SERGHEI-SEE ATTACHED
of Board of Name
Directors/Trustees: LASI, VASILE LUPU NR. 83, BL. D1, SC. B BUCHAREST, ROM RO 013681
(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 SLAV SERGHEI-SEE ATTACHED X SLAV SERGHEI
and Signature of Name Signature
Incorporator.
(attach additional page LASI, VASILE LUPU NR. 83, BL. D1, SC. B BUCHAREST, ROM RO 013681
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/ BUSINESS FILINGS INCORPORATED 4/18/2014
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
TAPIOCA CORP.
APRIL 18, 2014
ARTICLE I
OFFICES AND CORPORATE SEAL
SECTION 1.1 Registered Office. Tapioca 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 one; 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 March 31, 2014.
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 Tapioca Corp., adopt the foregoing Bylaws, effective as of the date first written above.
DIRECTORS:
/s/ Slav Serghei ------------------------------- Slav Serghei ~ DIRECTOR |
Exhibit 5.1
SCOTT D. OLSON ESQ. 274 BROADWAY
COSTA MESA, CA 92627
ATTORNEY AT LAW TEL 310.985.1034
FAX 310.564.1912
EMAIL SDOESQ@GMAIL.COM
SKYPE SCOTTDAVIDOLSON
December 18, 2014
Tapioca Corp.
Lasi, Vasile Lupu nr. 83, bl. D1, sc. B, Suite 37
Romania
tapiocagroupcorp@gmail.com
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
I have acted as special counsel to Tapioca Corp., a Nevada corporation ("Company") for the limited purpose of rendering this opinion in connection with the proposed issuance and sale of up to 10,000,000 shares of the Company's common stock, par value $0.001 per share ("Shares") pursuant to the Company's Registration Statement on Form S-1 and the prospectus included therein (collectively the "Registration Statement") filed with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933, as amended (the "Act").
In connection with this opinion, I have examined and relied upon the Registration Statement, the Company's Articles of Incorporation, its Bylaws, and the originals or copies certified to my satisfaction of such records, documents, certificates, memoranda and other instruments as in my judgment are necessary or appropriate to enable me to render the opinion expressed below. I have assumed the genuineness and authenticity of all documents submitted to me as originals, the conformity to originals of all documents submitted to me as copies thereof and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, I am of the opinion that the Shares will be, when sold, validly issued, fully paid and nonassessable.
This opinion letter is opining upon and is limited to the current federal laws of the United States and the Nevada Revised Statutes, including the statutory provisions, all applicable provisions of the Nevada constitution, and reported judicial decisions interpreting those laws, as such laws presently exist and to the facts as they presently exist. I express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. I assume no obligation to revise or supplement this opinion letter should the laws of such jurisdiction be changed after the date hereof by legislative action, judicial decision or otherwise.
I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act and to the use of my name therein and in the related prospectus under the caption "Legal Matters." In giving such consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC.
Very truly yours,
/s/ Scott D. Olson ----------------------------------- Scott D. Olson Esq. |
Exhibit 10.1
LEASE AGREEMENT
We have signed the lease agreement on September 14, 2014 with
CRISTI MATACHE, Bucharest, Romania, where we have located our machine, on the one hand
AND SLAV SERGHEI, represented by Director of Tapioca Corp., on the other hand,
THE MAIN CONDITIONS OF AGREEMENT:
1. LOCATION:
Leased premises area covers approximately 10 (ten) square meters. Leased premises are located on the first floor of the building at Magurele, Bucharest -Ilfov, Muntenia, Romania.
2. DURATION OF AGREEMENT
Term of Agreement makes two (2) years, starting March 01, 2015 and ending March 01, 2017 TAPIOCA CORP. is given an option to renew the Lease for an additional term of one year by giving the lesser written notice ninety (90) days before expiration of the primary term of this lease. The renewal lease is to be upon the same terms and conditions contained in the primary Lease Agreement.
3. PAYMENTS:
For the first year of the Agreement, the annual rental fee will be $6,000. ($500/ month) For the second year of the Agreement, the annual rental fee will be $5,400. ($400/ month) Default interest of $10 per day shall be paid an additional payment for any rental fee delivered or received more than three (3) days after the first day of any calendar month during the term of this lease. Lesser agrees to provide at his expense for the premises electricity, water, air conditioning, ventilation, light tubes replacement, trash removal service and sewage disposal service in such quantities and at such times necessary for the Lessee's comfortable and reasonable use of the premises. Any holding over after the expiration of the lease term shall be deemed to constitute a tenancy from month to month only and shall be on the same terms and conditions as specified in this Lease Agreement.
4. CONFIDENCE
Both parties acknowledge that during the course of this Agreement, each may obtain confidential information regarding the other party's business;
Both parties agree to treat all such information and the term of this Agreement as confidential and to take all reasonable precautions against disclosure of such information to unauthorized third parties during and after the term of this Lease Agreement.
5. OTHERS
This Lease Agreement supersedes any prior written or oral agreements. This Lease Agreement may be modified or amended if the amendment is made in writing and signed by both parties.
Dated: September 14, 2014
Tapioca Corp.
/s/ Slav Serghei --------------------------------- By: Slav Serghei /s/ Cristi Matache --------------------------------- Cristi Matache |
Exhibit 23.1
HARRIS & GILLESPIE CPA'S, PLLC
CERTIFIED PUBLIC ACCOUNTANT'S
3901 STONE WAY N., SUITE 202
SEATTLE, WA 98103
206.547.6050
REGISTERED AUDITOR'S CONSENT
We, Harris & Gillespie Cpa's, PLLC, of 3901 Stone Way North, Suite # 202, Seattle, WA. 98103, do hereby consent to the use of our reports dated November 4th, 2014 on the financial statements of Tapioca Corp. as of October 31, 2014 and for the period from April 18, 2014 (inception) through October 31, 2014 be included in and made part of any filing to be filed with the U.S. Securities and Exchange Commission. I also consent to your use of my name as an expert in the appropriate sections of those filings.
Dated this 18th day of December, 2014.
/s/ HARRIS & GILLESPIE CPA'S, PLLC -------------------------------------------- Certified Public Accountant's |
Exhibit 99.1
TAPIOCA CORP.
INVESTMENT CONFIRMATION
The undersigned, intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase ________ shares of the common stock of Tapioca Corp., a Nevada corporation (the "Company"), for a purchase price of $_______, or $0.01 per share. Simultaneous with the execution and delivery of this confirmation to the Company, the undersigned is either delivering a check made payable to "Tapioca Corp." or sending a wire transfer payment to the Company's account at:
Bank (with address and telephone number):
ABA #: ______________ SWIFT #: _______________ ACH #: _____________
Account Number: ______________
Account Name: _____________________________
The undersigned acknowledges that he has received a copy of the prospectus of the Company, dated _____, 2014 filed with the Securities and Exchange Commission ("Prospectus") with respect to the offer and sale of the shares of stock being purchased. The undersigned is not relying on the Company or its affiliates with respect to economic considerations involved in this investment, but has relied solely on its own advisors.
The undersigned further acknowledges that although the shares of common stock being purchased from the Company are registered securities under the U.S. Securities Act of 1933, as amended, there may be restrictions on the resale of the shares imposed by the particular state law where the undersigned resides or in a jurisdiction outside of the United States. Accordingly, the undersigned will not offer to sell or sell the Shares in any jurisdiction unless the undersigned obtains all required consents, if any.
The undersigned understands that an investment in the shares is a speculative investment which involves a high degree of risk and the potential loss of his entire investment. The undersigned is further aware that no federal or state agency has (i) made any finding or determination as to the fairness of this investment, (ii) made any recommendation or endorsement of the shares or the Company, or (iii) guaranteed or insured any investment in the Shares or any investment made by the Company. The undersigned understands that the price of the stock purchased hereby bears no relation to the assets, book value or net worth of the Company and was determined arbitrarily by the Company.
Date: ________________
Amount of Investment: $_____ Number of Shares: ______
1. Print Full Name of Investor: Individual:
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First, Middle, Last
Partnership, Corporation, Trust,
Custodial Account, Other:
Name of Entity
3. Name of Primary Contact Person: ------------------------------------
Title: ------------------------------------
4. Telephone Number:
------------------------------------
5. E-Mail Address:
------------------------------------
6. Facsimile Number:
------------------------------------
7. Social Security or EIN of Investor:
(attach an executed Form W-8)
------------------------------------
8. Authorized Signatory:
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Title:
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|
If Investor is an entity, provide copy of Articles of Incorporation, Certificate of Formation or other evidence of existence, as well as a copy of board resolution or other evidence of authorization to purchase the shares of the Company.
Exhibit 99.2
TAPIOCA CORP
MINUTES OF A MEETING OF THE DIRECTORS OF THE COMPANY HELD ON
APRIL 18, 2014 AT LASI, VASILE LUPU NR. 83, BL. D1, SC. B, SUITE 37, ROMANIA
PRESENT: Slav Serghei
Slav Serghei took the chair and acted as the Recording Secretary of the Meeting.
ISSUANCE OF SHARES
WHEREAS various subscribers have agreed to subscribe for and have paid for shares of common stock in the capital of the Company pursuant to the Company's registration statement on Form S-1, which was declared effective on (date) ;
UPON MOTION, IT WAS RESOLVED that 3,500,000 shares of common stock in the capital of the Company subscribed for as follows at a price of $0.001 per share be issued as fully paid and non-assessable to the subscriber:
Name of Subscriber Number of Shares ------------------ ---------------- Slav Serghei 3,500,000 |
TERMINATION OF MEETING
UPON MOTION, IT WAS RESOLVED that the Meeting terminate.
/s/ Slav Serghei
--------------------------------
Slav Serghei Recording Secretary
|