99-0385424
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2024
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(IRS Employer Identification Number) | (Primary Standard Industrial Classification Code Number) |
Large accelerated filer | o | Accelerated filer | o |
Non-accelerated filer | o | Smaller reporting company | x |
(Do not check if a smaller reporting company) |
Securities to be
Registered
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Amount To Be Registered
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Offering Price
Per Share
(1)
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Aggregate Offering Price
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Registration
Fee
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Common Stock:
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10,000,000 | $ | 0.01 | $ | 100,000 | $ | 13.64 | (2) |
(1)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 (a) of the Securities Act.
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(2)
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Previously paid
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The Issuer:
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ALTIMO GROUP CORP.
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Securities Being Offered:
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10,000,000 shares of common stock.
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Price Per Share:
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$0.01
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Duration of the Offering:
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The shares will be offered for a period of two hundred and forty (240) days from the effective date of this prospectus. The offering shall terminate on the earlier of (i) when the offering period ends (240 days from the effective date of this prospectus), (ii) the date when the sale of all 10,000,000 shares is completed, and (iii) 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.
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Gross Proceeds
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$100,000
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Securities Issued and Outstanding:
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There are 8,000,000 shares of common stock issued and outstanding as of the date of this prospectus, held by our sole officer and director, Marek Tomaszewski.
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Subscriptions
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All subscriptions once accepted by us are irrevocable.
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Registration Costs
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We estimate our total offering registration costs to be approximately $8,000.
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Risk Factors
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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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Going Concern
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From inception until the date of this filing, we have had no revenues and very limited operating activities.
Our financial statements from inception (January 30, 2013) through March 31, 2013, reports no revenues and a net loss of $72. Our independent registered public accounting firm has issued an audit opinion for Altimo which includes a statement expressing substantial doubt as to our ability to continue as a going concern.
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March 31, 2013
($)
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||||
Financial Summary
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(Unaudited)
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|||
Cash and Deposits
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6,408 | |||
Total Assets
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8,028 | |||
Total Liabilities
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100 | |||
Total Stockholder’s Equity (Deficit)
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7,928 |
Accumulated From
January 30, 2013
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(Inception) to
March 31, 2013
($)
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||||
Statement of Operations | (Unaudited) | |||
Total Expenses
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72 | |||
Net Loss for the Period
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72 | |||
Net Loss per Share
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- |
- |
Public taste, which is always subject to change;
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- |
The quantity and popularity of other fast-food available to the public;
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- |
The fact that the location as well as production and sales methods chosen for our frozen yogurt may be ineffective.
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1.
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on the last day of any fiscal year in which we earn at least $1 billion in total annual gross
revenues, which amount is adjusted for inflation every five years;
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2.
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on the last day of the fiscal year of the issuer following the fifth anniversary of the date of our first sale of common equity securities pursuant to an effective registration statement;
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3.
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on the date on which we have, during the previous 3-year period, issued more than $1 billion
in non-convertible debt; or
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4.
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the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b–2 of title 17, Code of Federal Regulations, or any successor thereto.’’
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1.
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It has an aggregate worldwide market value of the voting and non-voting common equity held by its non-affiliates of $700 million or more as of the last business day of the issuer's most recently completed second fiscal quarter;
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2.
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It has been subject to the requirements of section 13(a) or 15(d) of the Act for a period of at least twelve calendar months; and
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3.
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It has filed at least one annual report pursuant to section 13(a) or 15(d) of the Act.
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1.
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Section 404(b) of the Sarbanes-Oxley Act of 2002, which requires auditor attestation of internal controls;
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2.
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Section 14A(a) and (b) of the Securities Exchange Act of 1934, which require companies to hold shareholder advisory votes on executive compensation and golden parachute compensation;
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3.
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Section 14(i) of the Exchange Act (which has not yet been implemented), which requires companies to disclose the relationship between executive compensation actually paid and the financial performance of the company;
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4.
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Section 953(b)(1) of the Dodd-Frank Act (which has not yet been implemented), which requires companies to disclose the ratio between the annual total compensation of the CEO and the median of the annual total compensation of all employees of the companies; and
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5.
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The requirement to provide certain other executive compensation disclosure under Item 402 of Regulation S-K. Instead, an emerging growth company must only comply with the more limited provisions of Item 402 applicable to smaller reporting companies, regardless of the issuer’s size.
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(1) |
raw material shortages, work stoppages, strikes and political unrest;
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(2) |
problems with ocean shipping, including work stoppages and shipping container shortages;
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(3) |
increased inspections of import shipments or other factors causing delays in shipments; and
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(4) |
economic crises, international disputes and wars.
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Gross proceeds
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$ | 25,000 | $ | 50,000 | $ | 75,000 | $ | 100,000 | ||||||||
SEC reporting and compliance
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$ | 10,000 | $ | 10,000 | $ | 10,000 | $ | 10,000 | ||||||||
Leasing expenses
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$ | 3,600 | $ | 7,000 | $ | 10,400 | $ | 13,800 | ||||||||
Supplies (shipping included)
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$ | 1,901 | $ | 3,802 | $ | 5,703 | $ | 7,604 | ||||||||
Frozen yogurt machines (1-2-3-4)
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$ | 8,099 | $ | 16,198 | $ | 24,297 | $ | 32,396 | ||||||||
Setting up and testing frozen yogurt machines
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$ | 1,000 | $ | 2,000 | $ | 3,000 | $ | 4,000 | ||||||||
Marketing and advertising
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$ | 0 | $ | 1000 | $ | 4,500 | $ | 8,000 | ||||||||
Salary
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$ | 250 | $ | 9,600 | $ | 16,000 | $ | 22,000 | ||||||||
Miscellaneous expenses and delivery
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$ | 150 | $ | 400 | $ | 1,100 | $ | 2,200 |
Proceeds to Company Before Expenses
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|||||||||||||||||||||||
Offering Price
Per Share
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Commissions
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If 25% shares
are sold
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If 50% shares
are sold
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If 75% shares
are sold
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If 100% shares
are sold
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Common Stock
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$ | 0.01 |
Not Applicable
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$ | 25,000 | $ | 50,000 | $ | 75,000 | $ | 100,000 | ||||||||||||
Total
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$ | 0.01 |
Not Applicable
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$ | 25,000 | $ | 50,000 | $ | 75,000 | $ | 100,000 |
Number of shares sold
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25% | 50% | 75% | 100% | ||||||||||||
Gross proceeds
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$ | 25,000 | $ | 50,000 | $ | 75,000 | $ | 100,000 | ||||||||
Legal and Professional fees
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$ | 10,000 | $ | 10,000 | $ | 10,000 | $ | 10,000 | ||||||||
Leasing expenses
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$ | 3,600 | $ | 7,200 | $ | 10,800 | $ | 14,600 | ||||||||
Supplies
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$ | 3,000 | $ | 6,000 | $ | 9,000 | $ | 12,000 | ||||||||
Frozen yogurt machines
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$ | 8,099 | $ | 16,198 | $ | 24,297 | $ | 32,396 | ||||||||
Setting up and testing frozen yogurt machines
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$ | 1,000 | $ | 2,000 | $ | 3,000 | $ | 4,000 | ||||||||
Marketing campaign
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- | 800 | $ | 4,100 | $ | 7,400 | ||||||||||
Salary
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$ | 250 | $ | 9,600 | $ | 16,000 | $ | 22,000 | ||||||||
Other expenses
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150 | 400 | $ | 1,100 | $ | 2,000 |
1. Term of the Agreement: The term of this Agreement shall be for a period of 1 (one) year, commencing on March 20, 2013.
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2. Altimo Group Corp. will pay 20% fee as advance and 80% before the Product is shipped.
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3. Payment will be made through wire transfer, directly to the Supplier’s Account.
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4. The product price is to be paid in U.S. Dollars and is $8,099.
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5. Acceptance of the Product on quality is made within 7 (seven) days from the moment of reception of the Products by Altimo Group Corp
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6. Duties, Port Dues and Shipping: All costs, duties, audit taxes related to cargo and shipping costs shall be for Supplier’s account.
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7. The Supplier will be responsible to deliver the Product no later than 90 days, after the receipt of advance payment.
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Name and Address of Executive
Officer and/or Director
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Age
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Position
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Marek Tomaszewski
Józefa Bema 6A, Bydgoszcz, 85-001, Poland
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51
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President, Treasurer, Secretary and Director
(Principal Executive, Financial and Accounting Officer)
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i. |
Any Federal or State securities or commodities law or regulation; or
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ii. |
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
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iii. |
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
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Name and
Principal
Position
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Year
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Salary
($)
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Bonus
($)
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Stock
Awards
($)
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Option
Awards
($)
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Non-Equity
Incentive Plan
Compensation
($)
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All Other
Compensation
($)
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All Other
Compensation
($)
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Total
($)
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|||||||||||||||||||||||||
Marek Tomaszewski, President, Secretary and Treasurer
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2013
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-0- | -0- | -0- | -0- | -0- | -0- | -0- | -0- |
Name
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Fees
Earned
or Paid
in Cash
($)
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Stock
Awards
($)
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Option
Awards
($)
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Non-Equity
Incentive Plan
Compensation
($)
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Nonqualified
Deferred
Compensation
Earnings
($)
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All Other
Compensation
($)
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Total
($)
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|||||||||||||||||||||
Marek Tomaszewski
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-0- | -0- | -0- | -0- | -0- | -0- | -0- |
Title of Class
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Name and Address of
Beneficial Owner
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Amount and Nature of
Beneficial Ownership
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Percentage
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|||||
Common Stock
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Marek Tomaszewski
Józefa Bema 6A, Bydgoszcz, 85-001, Poland
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8,000,000 shares of common stock (direct)
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100
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%
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-
execute and deliver a subscription agreement; and
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-
deliver a check or certified funds to us for acceptance or rejection.
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SEC Registration Fee
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$ | 13.64 | ||
Auditor Fees and Expenses
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$ | 4,000.00 | ||
Legal Fees and Expenses
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$ | 2,500.00 | ||
EDGAR fees
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$ | 500.00 | ||
Transfer Agent Fees
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$ | 1,000.00 | ||
TOTAL
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$ | 8,013.64 |
Name and Address
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Date
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Shares
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Consideration
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Marek Tomaszewski
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March 13, 2013
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8,000,000 | $ | 8,000.00 |
Exhibit
Number
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Description of Exhibit
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3.1
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Articles of Incorporation of the Registrant (1)
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3.2
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Bylaws of the Registrant (1)
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5.1
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Opinion re: Legality and Consent of Counsel (1)
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10.1
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Lease Agreement dated March 02, 2013 (1)
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10.2
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Sales Agreement (1)
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10.3
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Amended and Restated Lease Agreement, dated June 26, 2013
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10.4
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Description of Verbal Agreement with Marek Tomaszewski
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23.1
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Consent of independent registered public accounting firm
(1)
Incorporated by reference to the corresponding exhibit to the Company’s Registration Statement on Form S-1 filed on May 7, 2013.
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(i) |
Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(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) (§230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
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(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;
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(i) |
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.
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(i) |
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
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(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;
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(iii) |
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or our securities provided by or on behalf of the undersigned registrant; and
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(iv) |
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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ALTIMO GROUP CORP.
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By: |
/s/
Marek Tomaszewski
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Name:
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Marek Tomaszewski
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Title:
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President, Treasurer and Secretary
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(Principal Executive, Financial and Accounting Officer)
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Signature
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Title
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Date
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/s/ Marek Tomaszewski
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President, Treasurer, Secretary and Director | July 15, 2013 | ||
Marek Tomaszewski
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(Principal Executive, Financial and Accounting Officer)
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1.
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The Leased Premises area covers approximately 6 (six) square meters. The Leased Premises is located on the first floor of the building at St. Rynek Staromiejski 36/38, Bydgoszcz, 85-001, Poland.
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2.
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The Agreement shall be for a term of three (3) years, starting on March 2, 2013 and ending on March 2, 2016.
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3.
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Lessee has the option to renew the lease term for an additional term of two (2) years by giving the Lesser written notice on or before ninety (90) days before the expiration of the term of this lease. The renewal lease is to be upon the same terms, covenants, and conditions contained in this Lease except as to rent as provided in Section 4 below, which shall be negotiated by the parties prior to any renewal term hereof.
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4.
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The annual rent for the term of the lease shall be $3,600 plus applicable taxes payable in advance on the first day of every month, and shall be paid in twelve (12) equal and consecutive installments of $300 each plus applicable taxes.
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5.
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A late charge of $10 per day shall be paid as additional rental for any rental payment delivered or received more than three (3) days after the first day of any calendar month during the term of this lease.
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6.
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Lessor agrees to provide, at its expense, to or for the Leased Premises, adequate heat, electricity, water, air conditioning, ventilation, replacement light tubes, trash removal service, and sewage disposal service, in such quantities and at such times as is necessary to Lessee's comfortable and reasonable use of the Leased Premises.
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8.
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Any holding over after the expiration of the term of this lease 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.
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LESSOR: | ||
By: |
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Leszek Piekut
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LESSEE: | ||
ALTIMO GROUP CORP. | ||
By: | ||
Marek Tomaszewski, President
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RONALD R. CHADWICK, P.C.
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Aurora, Colorado
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July 10, 2013
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Ronald R. Chadwick, P.C.
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