Nevada
|
5999
|
98-1446012
|
(State or other jurisdiction of incorporation)
|
(Primary Standard Industrial Classification Code Number)
|
(IRS Employer Identification No.)
|
Large accelerated filer
|
Accelerated Filer
|
Non-accelerated filer
|
Smaller reporting company
☒
|
(Do not check if a smaller reporting company)
|
Emerging growth company
☒
|
Title of Each Class
of Securities to
Be Registered
|
Amount to Be
Registered
|
Proposed Maximum
Offering Price
per Share (2)
|
Proposed Maximum
Aggregate Offering
Price
|
Amount of
Registration
Fee (1)
|
||||||||||||
Common Stock
|
4,100,000
|
$
|
0.03
|
$
|
123,000
|
$
|
14.91
|
|
Offering
|
Total
|
||||||||||||||
|
Price
|
Amount of
|
Underwriting
|
|||||||||||||
|
Per Share
|
Offering
|
Commissions
|
To Us
|
||||||||||||
Common Stock
|
$
|
0.03
|
$
|
120,000
|
$
|
0
|
$
|
120,000
|
Page No.
|
|
|
|
SUMMARY OF PROSPECTUS
|
3
|
General Information about Our Company
|
3
|
The Offering
|
3
|
RISK FACTORS
|
4
|
USE OF PROCEEDS
|
11
|
DETERMINATION OF OFFERING PRICE
|
11
|
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
|
11
|
PLAN OF DISTRIBUTION
|
12
|
Terms of the Offering
|
13
|
Deposit of Offering Proceeds
|
13
|
Procedures for and Requirements for Subscribing
|
13
|
DESCRIPTION OF SECURITIES
|
13
|
SELLING SHAREHOLDERS
|
14
|
INTEREST OF NAMED EXPERTS AND COUNSEL
|
14
|
DESCRIPTION OF OUR BUSINESS
|
14
|
DESCRIPTION OF PROPERTY
|
18
|
FINANCIAL STATEMENTS
|
20
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
|
20
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
|
23
|
DIRECTOR, EXECUTIVE OFFICER, PROMOTER AND CONTROL PERSON
|
23
|
EXECUTIVE COMPENSATION
|
24
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
|
26
|
INDEMNIFICATION
|
26
|
AVAILABLE INFORMATION
|
26
|
Securities Being Offered: 4,000,000 shares of common stock, par value $0.0001; a selling shareholder is selling an additional 100,000 shares in this offering. A total of 4,100,000 shares are being offered.
Offering Price per Share: $0.03
Offering Period: The shares are being offered for a period not to exceed 270 days, unless extended by our Board of Directors for an additional 90 days. There is no minimum offering of the shares before the expiration date of the offering.
Net Proceeds to Our Company: $120,000
Use of Proceeds: We intend to use the proceeds to start up and expand our business operations.
Number of Shares Outstanding
Before the Offering: 1 , 6 00 ,000
Number of Shares Outstanding
After the Offering: 5,600,000 if all shares are sold
|
As of
December 31, 2018
|
|||
Total Assets
|
$
|
|
14,500
|
|
Total Liabilities
|
$
|
|
28,523
|
|
Stockholders Deficit
|
$
|
|
(14,023
|
)
|
|
December 31
,
2018
|
|||
Revenue
|
$
|
|
-
|
|
Total Expenses
|
$
|
|
14,673
|
|
Net Loss
|
$
|
|
(14,673
|
)
|
Our current operating funds are less than we require to complete our intended operations plan. As of December 31 , 2018 we had $500 cash and liabilities of $28,523. As of this date, we have had limited operations and no income. The full proceeds of $120,000 we hope to generate from this offering may not be enough to achieve sufficient revenue or profitable operations. There is no assurance that any additional financing will be available or if available, on terms that will be acceptable to us.
Reinis Kosins, our President, currently devotes approximately twenty hours per week providing management services to the Company. While he presently possesses adequate time to attend to our business interest, it is possible that the demands on him 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 Reinis Kosins to the Company could negatively impact our business development.
·
|
the first fiscal year following the fifth anniversary of this offering;
|
·
|
the first fiscal year after our annual gross revenues are $1 billion or more;
|
·
|
the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible
debt securities
|
·
|
as of the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeded
$700 million as of the end of the second quarter of that fiscal year.
|
·
|
Online customers need a reliable computers and high speed Internet for online classes;
|
·
|
Online tutoring requires a high-level of self-discipline and personal time management;
|
·
|
Online customers need to be a highly self-motivated person to take full advantage of the medium;
|
·
|
The online learning experience can be impersonal;
|
·
|
Electronic communication may not necessarily provide a good match for persons who prefer face-to-face
communication;
|
·
|
Lack of personal interaction with teachers often affects the learning curve for some students. Even if a customer
is in a virtual classroom that is full of students, the lack of personal interaction might make a customer feel detached and less likely to succeed.
|
·
|
Control of the market for the security by one or a few broker-dealers that are often related to the promoter or
issuer;
|
·
|
Manipulation of prices through prearranged matching of purchases and sales and false and misleading press
releases;
|
·
|
Boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced
salespersons;
|
·
|
Excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and,
|
·
|
The wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated
to a desired level, along with the resulting inevitable collapse of those prices and with consequential investor losses.
|
If $60,000
raised
|
If $90,000
raised
|
If $120,000
raised
|
||||||||||
Description
|
Expenses
|
Expenses
|
Expenses
|
|||||||||
SEC reporting and compliance
|
$
|
10,000
|
$
|
10,000
|
$
|
10,000
|
||||||
Establishing an office
|
2,500
|
$
|
4,500
|
$
|
6,500
|
|||||||
Learning platform Extension and improvement
|
$
|
7,500
|
$
|
10,500
|
$
|
15,500
|
||||||
Marketing and advertising
|
$
|
15,000
|
$
|
25,000
|
$
|
35,000
|
||||||
Workers’ salary
|
$
|
10,500
|
$
|
29,000
|
$
|
40,000
|
||||||
Additional expenses
|
$
|
7,500
|
$
|
7,500
|
$
|
7,500
|
||||||
Total
|
$
|
53,000
|
$
|
86,500
|
$
|
114,500
|
Percentage of funding
|
100%
|
|
75%
|
|
50%
|
|
25%
|
|
||||||||
Amount of new funding
|
$
|
120,000
|
$
|
90,0000
|
$
|
60,000
|
$
|
30,000
|
||||||||
Offering price
|
$
|
0.03
|
$
|
0.03
|
$
|
0.03
|
$
|
0.03
|
||||||||
Shares after offering
|
5,600,000
|
4,600,000
|
3,600,000
|
2,600,000
|
||||||||||||
Book value before distribution per share
|
$
|
0.0004
|
$
|
0.0004
|
$
|
0.0004
|
$
|
0.0004
|
||||||||
Increase in book value per share
|
0.0211
|
0.0193
|
0.0164
|
0.0114
|
||||||||||||
Book value after distribution per share
|
$
|
0.0215
|
$
|
0.0197
|
$
|
0.0168
|
$
|
0.0118
|
||||||||
Dilution to purchasers
|
$
|
0.0085
|
$
|
0.0103
|
$
|
0.0132
|
$
|
0.0182
|
||||||||
Dilution as percentage
|
28
|
%
|
34
|
%
|
44
|
%
|
61
|
%
|
||||||||
% ownership of old shareholders
|
29
|
%
|
35
|
%
|
44
|
%
|
62
|
%
|
||||||||
% ownership of new shareholders
|
71
|
%
|
65
|
%
|
56
|
%
|
38
|
%
|
|
Total
|
|||||||||||||||
Price |
Number of
|
Percent of
|
Consideration
|
|||||||||||||
Per
Share
|
Shares Held
|
Ownership
|
Paid
|
|||||||||||||
Existing Stockholder 1.
|
$
|
0.0001
|
1,500,000
|
26.8
|
%
|
$
|
150
|
|||||||||
Existing Stockholder 1.
|
$
|
0.005
|
100,000
|
1.8
|
%
|
$
|
500
|
|||||||||
Investors in this Offering
|
$
|
0.03
|
4,000,000
|
71.4
|
%
|
$
|
120,000
|
|
a. |
Our officer and director is not subject to a statutory disqualification, as that term is defined in Section 3(a) (39)of the Act, at the time of his
participation; and
|
|
b. |
Our officer and director will not be compensated in connection with his participation by the payment of commissions or other remuneration based either
directly or indirectly on transactions in securities; and
|
|
c. |
Our officer and director is not, nor will he be at the time of his participation in the offering, an associated person of a broker-dealer; and
|
|
d. |
Our officer and our director meets the conditions of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that he
|
|
(A) |
primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of our company, other than in
connection with transactions in securities; and
|
|
(B) |
is not a broker or dealer, or been associated person of a broker or dealer, within the preceding twelve months; and
|
|
(C) |
has not participated in selling and offering securities for any Issuer more than once every twelve months other than in reliance on Paragraphs (a)(4)(i)
(a)(4)(iii).
|
|
(i) |
have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our Board of Directors;
|
|
(ii) |
are entitled to share in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;
|
|
(iii) |
do not have pre-emptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and (iv) are entitled to one
non-cumulative vote per share on all matters on which stockholders may vote.
|
|
1. |
The number of shares owned by her prior to this offering;
|
|
2. |
The total number of shares that are to be offered by her;
|
|
3. |
The total number of shares that will be owned by her upon completion of the offering;
|
|
4. |
The percentage owned by her upon completion of the offering; and
|
|
5. |
The identity of the control person(s) of any entity that owns the shares in parentheses.
|
Beneficial Ownership
Prior to this Offering
|
Beneficial Ownership
After this Offering (1)
|
||||||||||||||||
Selling Stockholder
|
Number of
Shares
|
Percent
of Class
|
Shares That Will
Be Offered
|
Number
of Shares
|
Percent
of Class
|
||||||||||||
Di Xiang Yao
|
|
100,000
|
100.0
|
%
|
|
100,000
|
Nil
|
0
|
%
|
·
|
Online learning costs less than usual one
|
·
|
Lessons completely private and confidential,
|
·
|
Online learning is available at any time of day or night,
|
·
|
Customer can spend as little as 5 minutes with or without your teacher during a session, or as long as several
hours.
|
·
|
Considering the high cost of fuel and depending on how far customer must go to the English class customer can
save a substantial amount of money. Also gains customers precious time.
|
We will be subject to applicable laws and regulations that relate directly or indirectly to our operations including United States securities laws. We will be required to comply with all regulations, rules and directives of governmental authorities and agencies in China.
Under Paragraph 2 of Article 2 of the People’s Republic of China Corporate Income Tax Law (the “Corporate Income Law”), any foreign enterprise which shall constitute a resident enterprise shall meet both of the following requirements: (i) such enterprise was established under the laws of foreign countries or regions; and (ii) the actual management of such enterprise must be located within China. Further, under relevant provisions of the Circular of the State Administration of Taxation Regarding the Issues Relevant to the Identification of Chinese-controlled Enterprises Registered Abroad as Resident Enterprises by Actual Management (Guo Shui Fa [2009] No. 82, “Circular No. 82”) issued by the State Administration of Taxation on April 22, 2009 and based upon our no-name inquiry to the People’s Republic of China State Administration for Taxation, any Chinese-controlled enterprise whose actual management is held to be located within China shall satisfy all of the following requirements: (i) the site, where the management of such enterprise responsible for the daily operation of such enterprise performs its duties, is located within China; (ii) the financial decisions (such as borrowings, extending loans, financing or financial risks management) and HR policies (such as appointment, dismissal or remunerations) shall be made or approved by the institution or personnel of such enterprise staying within China; (iii) 1/2 or more of the directors with voting rights or of the management of such enterprise live within China permanently; and (iv) the main assets, accounting books and stamps of and the minutes and files of the board of directors of and of shareholders’ meeting of such enterprise exist and will be maintained within China.
·
|
The first fiscal year after its annual revenues exceed $1 billion;
|
·
|
The first fiscal year after the fifth anniversary of its IPO;
|
·
|
The date on which the company has issued more than $1 billion in non-convertible debt during the previous
three-year period; and
|
·
|
The first fiscal year in which the company has a public float of at least $700 million.
|
·
|
Provide only two rather than three years of audited financial statements in their IPO Registration Statement;
|
·
|
Provide selected financial data only for periods no earlier than those included in the IPO Registration Statement
in all SEC filings, rather than the five years of selected financial data normally required;
|
·
|
Delay compliance with new or revised accounting standards until they are made applicable to private companies;
and
|
·
|
Be exempted from compliance with Section 404(b) of the Sarbanes-Oxley Act, which requires companies to receive an
outside auditor's attestation regarding the issuer's internal controls.
|
·
|
Restrictions on analyst research prior to and immediately after the IPO, even from an investment bank that is
underwriting the IPO;
|
·
|
Certain restrictions on communications to institutional investors before filing the IPO registration statement;
and
|
·
|
The requirements under Section 14(i) of the Exchange Act and Section 953(b)(1) of the Dodd-Frank Act to disclose
executive compensation information on pay-for-performance and the ratio of CEO to median employee compensation;
|
·
|
Certain other executive compensation disclosure requirements, such as the compensation discussion and analysis,
under Item 402 of Regulation S-K; and
|
·
|
The requirements under Sections 14A(a) and (b) of the Exchange Act to hold advisory votes on executive
compensation and golden parachute payments.
|
|
– |
contains a description of the nature and level of risk in the market for penny stock in both public offerings and secondary trading;
|
|
– |
contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation
of such duties or other requirements of the Securities Act of 1934, as amended;
|
|
– |
contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" price for the penny stock and the
|
|
– |
significance of the spread between the bid and ask price;
|
|
– |
toll-free telephone number for inquiries on disciplinary actions;
|
|
– |
defines significant terms in the disclosure document or in the conduct of trading penny stocks; and
|
|
– |
contains such other information and is in such form (including language, type, size and format) as the Securities and Exchange Commission shall require by
rule or regulation;
|
|
– |
the bid and offer quotations for the penny stock;
|
|
– |
the compensation of the broker-dealer and its salesperson in the transaction;
|
|
– |
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock;
and
|
|
– |
monthly account statements showing the market value of each penny stock held in the customer's account
|
If $30,000
raised
|
If $60,000
raised
|
If $90,000
raised
|
||||||||||
Description
|
Fees
|
Fees
|
Fees
|
|||||||||
SEC reporting and compliance
|
$
|
10,000
|
$
|
10,000
|
$
|
10,000
|
||||||
Establishing an office
|
$
|
1,500
|
$
|
3,500
|
||||||||
Learning platform Extension and improvement
|
$
|
3,500
|
$
|
7,500
|
$
|
10,500
|
||||||
Marketing and advertising
|
$
|
5,000
|
$
|
15,000
|
$
|
25,000
|
||||||
Workers’ salary
|
$
|
5,500
|
$
|
25,000
|
$
|
33,000
|
||||||
Additional expenses
|
$
|
3,500
|
$
|
3,500
|
$
|
3,500
|
||||||
Total
|
$
|
27,500
|
$
|
62,500
|
$
|
85,500
|
Name and Address
|
Age
|
Position(s)
|
||
|
|
|
|
|
Reinis Kosins
|
|
25
|
|
President,
|
Xibahe Beili 25
|
|
|
|
Chief Financial Officer,
|
Beijing, China 100096
|
|
|
|
Chief Executive Officer,
|
|
|
|
Sole Director
|
·
|
Develop and monitor overall HR strategies, systems, tactics and procedures across the organization
|
·
|
Bridge management and employee relations by addressing demands, grievances or other issues
|
·
|
Nurture a positive working environment
|
·
|
Manage the recruitment and selection process
|
·
|
Oversee and manage a performance appraisal system that drives high performance
|
·
|
Maintain pay plan and benefits program
|
·
|
Assess training needs to apply and monitor training programs
|
·
|
Driver license of B category
|
·
|
Computer proficiency
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-
|
|
|
Value and
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
Deferred
|
|
|
All
|
|
|
|
|
||||||||
Name
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
Compen-
|
|
|
Other
|
|
|
|
|
||||||||
Principal
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
Compen-
|
|
|
sation
|
|
|
Compen-
|
|
|
|
|
||||||||
Position
|
|
Year
|
|
Salary
|
|
|
Bonus
|
|
|
Awards
|
|
|
Awards
|
|
|
sation
|
|
|
Earnings
|
|
|
sation
|
|
|
Totals
|
|
||||||||
Reinis Kosins
|
|
2018
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
CEO, CFO
|
|
|
|
|
|
|
|
|
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|
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|
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|
and Director
|
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|
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Option Awards
|
|
Stock Awards
|
|
|||||||||||||||
|
|
|
|
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Equity
|
|
|
|
|
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Incentive
|
|
|
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Equity
|
|
Plan
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
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Incentive
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Plan
|
|
Market or
|
|
|
|
|
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|
|
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|
|
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|
|
|
|
Awards:
|
|
Payout
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
Number of
|
|
Value of
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
Number
|
|
|
|
Unearned
|
|
Unearned
|
|
|
|
|
|
|
|
|
Plan Awards;
|
|
|
|
|
|
of
|
|
Market
|
|
Shares,
|
|
Shares,
|
|
|
|
|
Number of
|
|
Number of
|
|
Number of
|
|
|
|
|
|
Shares
|
|
Value of
|
|
Units or
|
|
Units or
|
|
|
|
|
Securities
|
|
Securities
|
|
Securities
|
|
|
|
|
|
or Units
|
|
Shares or
|
|
Other
|
|
Other
|
|
|
|
|
Underlying
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
of Stock
|
|
Units of
|
|
Rights
|
|
Rights
|
|
|
|
|
Unexercised
|
|
Unexercised
|
|
Unexercised
|
|
Option
|
|
Option
|
|
That
|
|
Stock That
|
|
That
|
|
That
|
|
|
|
|
Options (#)
|
|
Options (#)
|
|
Unearned
|
|
Exercise
|
|
Expiration
|
|
Have Not
|
|
Have Not
|
|
Have Not
|
|
Have Not
|
|
|
Name
|
|
Exercisable
|
|
Unexercisable
|
|
Options (#)
|
|
Price
|
|
Date
|
|
Vested(#)
|
|
Vested
|
|
Vested
|
|
Vested
|
|
|
Reinis Kosins
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
|
|||||||
|
|
Fees
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|||||||
|
|
Earned
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
Deferred
|
|
|
|
|
|
|
|
|||||||
|
|
Paid in
|
|
|
Stock
|
|
|
Option
|
|
|
Plan
|
|
|
Compensation
|
|
|
All Other
|
|
|
|
|
|||||||
Name
|
|
Cash
|
|
|
Awards
|
|
|
Awards
|
|
|
Compensation
|
|
|
Earnings
|
|
|
Compensation
|
|
|
Total
|
|
|||||||
Reinis Kosins
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
·
|
Reinis Kosins
cash
compensation $1,250 has been deferred indefinitely.
|
Report of Independent Public Accounting Firm
|
F-1
|
Balance sheets as of
December 31
,
2018
|
F-2
|
Statements of Operations for the Inception on February 28, 2018 to
December 31
, 2018
|
F-3
|
Statements of Stockholders’ Equity from Inception on February 28, 2018 to
December 31
, 2018
|
F-4
|
Statements of Cash Flows for the from Inception on February 28, 2018 to
December 31
, 2018
|
F-5
|
Notes to the Financial Statements
|
F-6
|
From
February 28, 2018
(Inception) to
December 31
,
2018
|
||||
Revenue
|
$
|
-
|
||
General and administrative expenses
|
14,673
|
|||
Net income (loss) from operations
|
(14,673
|
)
|
||
Income (Loss) before taxes
|
(14,673
|
)
|
||
Provision for taxes
|
-
|
|||
Net income (loss)
|
$
|
(14,673
|
)
|
|
Loss per common share:
|
||||
Basic and Diluted
|
$
|
(0.00
|
)
|
|
Weighted Average Number of Common Shares Outstanding:
|
||||
Basic and Diluted
|
1,600,000
|
From
February 28, 2018
(Inception) to
December 31
,
2018
|
||||
Operating Activities
|
||||
Net income (loss)
|
$
|
(14,673
|
)
|
|
Accrued Expenses
|
5,000
|
|||
Accounts Payable
|
14,000
|
|||
Accounts Payable – Related party as per consulting agreement
|
8,750
|
|||
Net cash provided operating activities
|
|
(13,077
|
)
|
|
Investing Activities
|
||||
Acquisition of website Development
|
|
(14,000
|
)
|
|
Net cash used in investing activities
|
|
(14,000
|
)
|
|
Financing Activities
|
||||
Director loan
|
|
773
|
||
Capital Stock
|
650
|
|||
Net cash provided by financing activities
|
|
1,423
|
||
Net increase in cash and equivalents
|
500
|
|||
Cash and equivalents at beginning of the period
|
-
|
|||
Cash and equivalents at end of the period
|
$
|
500
|
||
Supplemental cash flow information:
|
||||
Cash paid for:
|
||||
Interest
|
$
|
-
|
||
Taxes
|
$
|
-
|
Common Stock
|
Additional
Paid-in
|
Deficit
Accumulated
during the
Development
|
Total
Stockholders’
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Equity
|
||||||||||||||||
Inception, February 28, 2018
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|||||||||||
Shares issued for compensation at $0.0001 per share
|
1,500,000
|
150
|
-
|
-
|
150
|
|||||||||||||||
Shares issued at $0.005 per share
|
100,000
|
10
|
490
|
500
|
||||||||||||||||
Net loss for the year ended
December 31
, 2018
|
-
|
-
|
-
|
(14,673
|
)
|
(14.673
|
)
|
|||||||||||||
Balance,
December 31
, 2018
|
1,600,000
|
$
|
160
|
$
|
490
|
$
|
(14,673
|
)
|
$
|
(14.023
|
)
|
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.
|
December 31
, 2018
|
||||
Website Development
|
$
|
14,000
|
||
Amortization
|
-
|
|||
Equipment and furniture, net
|
$
|
14,000
|
The reconciliation of income tax benefit (expenses) at the U.S. statutory rate at 21% for the period ended as follows:
December 31, 2018
|
||||
Tax benefit (expenses) at U.S. statutory rate
|
$
|
(
3,081
|
)
|
|
Change in valuation allowance
|
3,081
|
|||
Tax benefit (expenses), net
|
$
|
-
|
December 31, 2018
|
||||
Net operating loss
|
$
|
3,081
|
||
Valuation allowance
|
(
3,081
|
)
|
||
Deferred tax assets, net
|
$
|
-
|
December 31, 2018
|
||||
Balance-Beginning
|
$
|
-
|
||
Increase/(Decrease) in Valuation allowance
|
3,081
|
|||
Balance-Ending
|
$
|
3,081
|
SEC Fee
|
$
|
15
|
||
Legal and Professional Fees
|
$
|
3,500
|
||
Accounting and auditing
|
$
|
5,000
|
||
Transfer Agent fees
|
$
|
1,000
|
||
EDGARization
|
$
|
485
|
||
TOTAL
|
$
|
10,000
|
Exhibit
|
||
Number
|
Description
|
|
3.1
|
Articles of Incorporation
|
|
3.2
|
Bylaws
|
|
5.1 | Opinion re: Legality | |
10.1
|
Loan Agreement
|
|
10.2
|
Website Purchase Agreement
|
|
10.3
|
Consulting Agreement
|
|
23.1
|
Consent of Independent Auditor
|
|
99.1
|
Subscription Agreement
|
|
i. |
To include any prospectus required by section 10(a)(3) of the Securities Act of
1933;
|
|
ii. |
To reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in Volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 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.
|
|
iii. |
To include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to such information in the registration statement;
|
|
i. |
If the registrant is relying on Rule 430B (230.430B of this chapter):
|
|
A. |
Each prospectus filed by the registrant pursuant to Rule 424(b)(3)shall be deemed
to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
|
|
B. |
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or
(b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act
of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 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 effective date, 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 effective date; or
|
|
ii. |
If the registrant is subject to Rule 430C, 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.
|
|
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.
|
Crucial
Innovations, Corp., Registrant
|
|||
By:
|
/s/ Reinis Kosins
|
||
Reinis Kosins, President, Secretary,
|
|||
Treasurer, Principal Executive
Officer,
|
|||
Principal Financial Officer and
|
|||
Principal Accounting Officer and
|
|||
Sole Director
|
Dated:
February
13, 2019
|
By:
|
/s/ Reinis Kosins
|
|
Reinis Kosins, President, Secretary,
|
|||
Treasurer, Principal Executive
Officer,
|
|||
Principal Financial Officer and
|
|||
Principal Accounting Officer and
|
|||
Sole Director
|
BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
(775) 684-5708
Website: www. nvsos.gov
|
Filed in the office of
/s/ Barbara K. Cegavske
Barbara K. Cegavske
Secretary of State
State of Nevada
|
Document Number
20180094033-50
Filing Date and Time
02/28/2018 12:27 PM
Entity Number
E0102982018-3
|
Articles of Incorporation
|
|
|
|
(
Pursuant to
NRS CHAPTER78)
|
|||
(This document was filed electronically.) | |||
USE BLACK INK ONLY – DO NOT HIGHLIGHT | ABOVE SPACE IS FOR OFFICE USE ONLY |
a) |
Each shareholder entitled to vote at an annual or special meeting may do so either in person or by proxy. A form of proxy must be in writing under the hand
of the appointor or of his or her attorney duly authorized in writing, or, if the appointor is a corporation, either under the seal of the corporation or under the hand of a duly authorized officer or attorney. A proxyholder need not
be a shareholder of the Corporation.
|
b) |
A form of proxy and the power of attorney or other authority, if any, under which it is signed or a facsimiled copy thereof must be deposited at the
registered office of the Corporation or at such other place as is specified for that purpose in the notice convening the meeting. In addition to any other method of depositing proxies provided for in these Bylaws, the Directors may
from time to time by resolution make regulations relating to the depositing of proxies at a place or places and fixing the time or times for depositing the proxies not exceeding 48 hours (excluding Saturdays, Sundays and holidays)
preceding the meeting or adjourned meeting specified in the notice calling a meeting of shareholders.
|
a) |
The first Board of Directors of the Corporation, and all subsequent Boards of the Corporation, shall consist of not less than one (1) and not more than nine
(9) directors. The number of Directors may be fixed and changed from time to time by ordinary resolution of the shareholders of the Corporation.
|
b) |
The first Board of Directors shall hold office until the first annual meeting of shareholders and until their successors have been duly elected and qualified
or until there is a decrease in the number of directors. Thereinafter, Directors will be elected at the annual meeting of shareholders and shall hold office until the annual meeting of the shareholders next succeeding his or her
election, or until his or her prior death, resignation or removal. Any Director may resign at any time upon written notice of such resignation to the Corporation.
|
c) |
A casual vacancy occurring in the Board may be filled by the remaining Directors.
|
d) |
Between successive annual meetings, the Directors have the power to appoint one or more additional Directors but not more than 1/2 of the number of Directors
fixed at the last shareholder meeting at which Directors were elected. A Director so appointed holds office only until the next following annual meeting of the Corporation, but is eligible for election at that meeting. So long as he
or she is an additional Director, the number of Directors will be increased accordingly.
|
e) |
A Director is not required to hold a share in the capital of the Corporation as qualification for his or her office.
|
a) |
The Board of Directors shall be responsible for the control and management of the business and affairs, property and interests of the Corporation, and may
exercise all powers of the Corporation, except for those powers conferred upon or reserved for the shareholders or any other persons as required under Nevada state law, the Corporation's Articles of Incorporation or by these Bylaws.
|
b) |
The remuneration of the Directors may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.
|
a) |
The President of the Corporation shall preside as chairman at every meeting of the Directors, or if the President is not present or is willing to act as
chairman, the Directors present shall choose one of their number to be chairman of the meeting.
|
b) |
The Directors may meet together for the dispatch of business, and adjourn and otherwise regulate their meetings as they think fit. Questions arising at a
meeting must be decided by a majority of votes. In case of an equality of votes the chairman does not have a second or casting vote. Meetings of the Board held at regular intervals may be held at the place and time upon the notice (if
any) as the Board may by resolution from time to time determine.
|
c) |
A Director may participate in a meeting of the Board or of a committee of the Directors using conference telephones or other communications facilities by
which all Directors participating in the meeting can hear each other and provided that all such Directors agree to such participation. A Director participating in a meeting in accordance with this Bylaw is deemed to be present at the
meeting and to have so agreed. Such Director will be counted in the quorum and entitled to speak and vote at the meeting.
|
d) |
A Director may, and the Secretary on request of a Director shall, call a meeting of the Board. Reasonable notice of the meeting specifying the place, day and
hour of the meeting must be given by mail, postage prepaid, addressed to each of the Directors and alternate Directors at his or her address as it appears on the books of the Corporation or by leaving it at his or her usual business or
residential address or by telephone, facsimile or other method of transmitting legibly recorded messages. It is not necessary to give notice of a meeting of Directors to a Director immediately following a shareholder meeting at which
the Director has been elected, or is the meeting of Directors at which the Director is appointed.
|
e) |
A Director of the Corporation may file with the Secretary a document executed by him waiving notice of a past, present or future meeting or meetings of the
Directors being, or required to have been, sent to him and may at any time withdraw the waiver with respect to meetings held thereafter. After filing such waiver with respect to future meetings and until the waiver is withdrawn no
notice of a meeting of Directors need be given to the Director. All meetings of the Directors so held will be deemed not to be improperly called or constituted by reason of notice not having been given to the Director.
|
f) |
The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and if not so fixed is a majority of the Directors or,
if the number of Directors is fixed at one, is one Director.
|
g) |
The continuing Directors may act notwithstanding a vacancy in their body but, if and so long as their number is reduced below the number fixed pursuant to
these Bylaws as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a shareholder meeting of the Corporation, but for no other
purpose.
|
h) |
All acts done by a meeting of the Directors, a committee of Directors, or a person acting as a Director, will, notwithstanding that it be afterwards
discovered that there was some defect in the qualification, election or appointment of the Directors, shareholders of the committee or person acting as a Director, or that any of them were disqualified, be as valid as if the person had
been duly elected or appointed and was qualified to be a Director.
|
i) |
A resolution consented to in writing, whether by facsimile or other method of transmitting legibly recorded messages, by all of the Directors is as valid as
if it had been passed at a meeting of the Directors duly called and held. A resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution must be filed with the minutes
of the proceedings of the directors and is effective on the date stated on it or on the latest date stated on a counterpart.
|
j) |
All Directors of the Corporation shall have equal voting power.
|
a) |
The Directors may from time to time by resolution designate from among its members one or more committees, and alternate members thereof, as they deem
desirable, each consisting of one or more members, with such powers and authority (to the extent permitted by law and these Bylaws) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board of
Directors and unless otherwise stated by law, the Certificate of Incorporation of the Corporation or these Bylaws, shall be governed by the rules and regulations stated herein regarding the Board of Directors.
|
b) |
Each Committee shall keep regular minutes of its transactions, shall cause them to be recorded in the books kept for that purpose, and shall report them to
the Board at such times as the Board may from time to time require. The Board has the power at any time to revoke or override the authority given to or acts done by any Committee.
|
a) |
The Corporation's officers shall have such titles and duties as shall be stated in these Bylaws or in a resolution of the Board of Directors which is not
inconsistent with these Bylaws. The officers of the Corporation shall consist of a president, secretary, treasurer, and also may have one or more vice presidents, assistant secretaries and assistant treasurers and such other officers
as the Board of Directors may from time to time deem advisable. Any officer may hold two or more offices in the Corporation, and may or may not also act as a Director.
|
b) |
The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of
shareholders.
|
c) |
Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his or her election, and until his or her successor shall
have been duly elected and qualified, subject to earlier termination by his or her death, resignation or removal.
|
a) |
The shares of the Corporation shall be represented by certificates or shall be uncertificated shares.
|
b) |
Certificated shares of the Corporation shall be signed, either manually or by facsimile, by officers or agents designated by the Corporation for such
purposes, and shall certify the number of shares owned by the shareholder in the Corporation. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a
facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If the Corporation
uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities
countersigns or otherwise authenticates any stock certificates in both capacities. If any officer who has signed or whose facsimile signature has been placed upon such certificate, shall have ceased to be such officer before such
certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue.
|
c) |
If the Corporation issued uncertificated shares as provided for in these Bylaws, within a reasonable time after the issuance or transfer of such
uncertificated shares, and at least annually thereafter, the Corporation shall send the shareholder a written statement certifying the number of shares owned by such shareholder in the Corporation.
|
d) |
Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of
certificates representing shares of the same class and series shall be identical.
|
e) |
If a share certificate:
|
|
(i) |
is worn out or defaced, the Directors shall, upon production to them of the certificate and upon such other terms, if any, as they may think fit, order the
certificate to be cancelled and issue a new certificate;
|
|
(ii) |
is lost, stolen or destroyed, then upon proof being given to the satisfaction of the Directors and upon and indemnity, if any being given, as the Directors
think adequate, the Directors shall issue a new certificate; or
|
|
(iii) |
represents more than one share and the registered owner surrenders it to the Corporation with a written request that the Corporation issue in his or her name
two or more certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Corporation shall cancel the certificate so surrendered and
issue new certificates in accordance with such request.
|
a) |
Transfers or registration of transfers of shares of the Corporation shall be made on the stock transfer books of the Corporation by the registered holder
thereof, or by his or her attorney duly authorized by a written power of attorney; and in the case of shares represented by certificates, only after the surrender to the Corporation of the certificates representing such shares with
such shares properly endorsed, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require, and the payment of all stock transfer taxes due thereon.
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b) |
The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall
not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided
by law.
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a) |
The Directors may fix in advance a date, which must not be more than 60 days permitted by the preceding the date of a meeting of shareholders or a class of
shareholders, or of the payment of a dividend or of the proposed taking of any other proper action requiring the determination of shareholders as the record date for the determination of the shareholders entitled to notice of, or to
attend and vote at, a meeting and an adjournment of the meeting, or entitled to receive payment of a dividend or for any other proper purpose and, in such case, notwithstanding anything in these Bylaws, only shareholders of records on
the date so fixed will be deemed to be the shareholders for the purposes of this Bylaw.
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b) |
Where no record date is so fixed for the determination of shareholders as provided in the preceding Bylaw, the date on which the notice is mailed or on which
the resolution declaring the dividend is adopted, as the case may be, is the record date for such determination.
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a) |
Dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may
determine and shares may be issued pro rata and without consideration to the Corporation's shareholders or to the shareholders of one or more classes or series.
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b) |
Shares of one class or series may not be issued as a share dividend to shareholders of another class or series unless such issuance is in accordance with the
Articles of Incorporation and:
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(i)
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a majority of the current shareholders of the class or series to be issued approve the issue; or
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(ii) |
there are no outstanding shares of the class or series of shares that are authorized to be issued as a dividend.
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a) |
The Directors may from time to time on behalf of the Corporation:
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(i) |
borrow money in such manner and amount, on such security, from such sources and upon such terms and conditions as they think fit,
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(ii) |
issue bonds, debentures and other debt obligations either outright or as security for liability or obligation of the Corporation or another person, and
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(iii) |
mortgage, charge, whether by way of specific or floating charge, and give other security on the undertaking, or on the whole or a part of the property and
assets of the Corporation (both present and future).
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b) |
A bond, debenture or other debt obligation of the Corporation may be issued at a discount, premium or otherwise, and with a special privilege as to
redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at shareholder meetings of the Corporation, appointment of Directors or otherwise, and may by its terms be
assignable free from equities between the Corporation and the person to whom it was issued or a subsequent holder thereof, all as the Directors may determine.
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a) |
A Director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Corporation or who holds an
office or possesses property whereby, directly or indirectly, a duty or interest might be created to conflict with his or her duty or interest as a Director, shall declare the nature and extent of his or her interest in such contract or
transaction or of the conflict with his or her duty and interest as a Director, as the case may be.
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b) |
A Director shall not vote in respect of a contract or transaction with the Corporation in which he is interested and if he does so his or her vote will not be
counted, but he will be counted in the quorum present at the meeting at which the vote is taken. The foregoing prohibitions do not apply to:
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(i) |
a contract or transaction relating to a loan to the Corporation, which a Director or a specified corporation or a specified firm in which he has an interest
has guaranteed or joined in guaranteeing the repayment of the loan or part of the loan;
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(ii) |
a contract or transaction made or to be made with or for the benefit of a holding corporation or a subsidiary corporation of which a Director is a director or
officer;
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(iii) |
a contract by a Director to subscribe for or underwrite shares or debentures to be issued by the Corporation or a subsidiary of the Corporation, or a
contract, arrangement or transaction in which a Director is directly or indirectly interested if all the other Directors are also directly or indirectly interested in the contract, arrangement or transaction;
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(iv) |
determining the remuneration of the Directors;
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(v) |
purchasing and maintaining insurance to cover Directors against liability incurred by them as Directors; or
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(vi) |
the indemnification of a Director by the Corporation.
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c) |
A Director may hold an office or place of profit with the Corporation (other than the office of Auditor of the Corporation) in conjunction with his or her
office of Director for the period and on the terms (as to remuneration or otherwise) as the Directors may determine. No Director or intended Director will be disqualified by his or her office from contracting with the Corporation
either with regard to the tenure of any such other office or place of profit, or as vendor, purchaser or otherwise, and, no contract or transaction entered into by or on behalf of the Corporation in which a Director is interested is
liable to be voided by reason thereof.
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d) |
A Director or his or her firm may act in a professional capacity for the Corporation (except as Auditor of the Corporation), and he or his or her firm is
entitled to remuneration for professional services as if he were not a Director.
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e) |
A Director may be or become a director or other officer or employee of, or otherwise interested in, a corporation or firm in which the Corporation may be
interested as a shareholder or otherwise, and the Director is not accountable to the Corporation for remuneration or other benefits received by him as director, officer or employee of, or from his or her interest in, the other
corporation or firm, unless the shareholders otherwise direct.
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a) |
The Directors shall cause the Corporation to indemnify a Director or former Director of the Corporation and the Directors may cause the Corporation to
indemnify a director or former director of a corporation of which the Corporation is or was a shareholder and the heirs and personal representatives of any such person against all costs, charges and expenses, including an amount paid to
settle an action or satisfy a judgment, actually and reasonably incurred by him or them including an amount paid to settle an action or satisfy a judgment inactive criminal or administrative action or proceeding to which he is or they
are made a party by reason of his or her being or having been a Director of the Corporation or a director of such corporation, including an action brought by the Corporation or corporation. Each Director of the Corporation on being
elected or appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.
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b) |
The Directors may cause the Corporation to indemnify an officer, employee or agent of the Corporation or of a corporation of which the Corporation is or was a
shareholder (notwithstanding that he is also a Director), and his or her heirs and personal representatives against all costs, charges and expenses incurred by him or them and resulting from his or her acting as an officer, employee or
agent of the Corporation or corporation. In addition the Corporation shall indemnify the Secretary or an Assistance Secretary of the Corporation (if he is not a full time employee of the Corporation and notwithstanding that he is also
a Director), and his or her respective heirs and legal representatives against all costs, charges and expenses incurred by him or them and arising out of the functions assigned to the Secretary by the Corporation Act or these Articles
and each such Secretary and Assistant Secretary, on being appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.
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c) |
The Directors may cause the Corporation to purchase and maintain insurance for the benefit of a person who is or was serving as a Director, officer, employee
or agent of the Corporation or as a director, officer, employee or agent of a corporation of which the Corporation is or was a shareholder and his or her heirs or personal representatives against a liability incurred by him as a
Director, officer, employee or agent.
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Very truly yours,
Laxague Law, Inc.
By:
/s/ Joe Laxague
Joe Laxague, Esq.
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Lender
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/s/ Reinis Kosins |
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Company signatory – President
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SELLER:
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BUYER:
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By: /s/
Vitalii Ovechko
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By:
/s/
Reinis Kosins
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Name/Title: Vitalii Ovechko
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Name/Title: ReinisKosins, CEO
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Date: 29/11/2018
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Date: 29/11/2018
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·
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Domain name
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·
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Website hosting
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Crucial Innovations, Corp.
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CEO: Reinis Kosins
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/s/ Reinis Kosins |
AGREED AND CONFIRMED
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June
01
, 2018
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/s/ Reinis Kosins | ||
Reinis Kosins
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1. |
the Purchaser is not a U.S. person and is not acquiring the Shares for the account or benefit of any U.S. person.
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2. |
the Purchaser will only resell the Shares in accordance with the provisions of Regulation S of the Securities Act of 1933 (the “Act”), pursuant to
registration under the Act or pursuant to an available exemption from registration.
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3. |
the Purchaser will not engage in hedging transactions with regard to the Shares unless in compliance with the Act.
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______________________________________________
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Signature of the Purchaser
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______________________________________________
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(Printed Name of Purchaser)
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______________________________________________
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Address
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______________________________________________
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Address
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