IMA Tech S-1, filed Jul 17, 2023
IMA Tech (IMAA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
IMA Tech
(Exact name of registrant as specified in its charter)
| Wyoming | 7372 | 61-2081994 |
| (State or other jurisdiction of incorporation or organization) | (Primary standard industrial classification code number) | (IRS employer identification number) |
Liliia Havrykh
34 N Franklin Ave 687
Pinedale, WY 82941, United States
+12294614110
ceo@ima.gg
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared 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, 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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer ☐
Non-accelerated filer ☐
(Do not check if a smaller reporting company)
Accelerated filer ☐
Smaller reporting company ☒
Emerging Growth Company ☒
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Offering Price per Share |
Proposed Maximum Offering Price (1) |
Amount of Registration Fee |
| Common stock, par value $0.001 per share | 4,000,000 | $0.03 | $120,000 | $14 |
(1) Estimated solely for calculating the registration fee pursuant to Rule 457(a).
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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The issuer will sell the Common Stock being registered in this offering at a fixed price of $0.03 per share, until the securities are quoted on the OTC or listed on an exchange and thereafter at prevailing market prices or privately negotiated prices. If the offering is not already closed at the time, the Issuer will file a post-effective amendment to reflect the change to a market price when the shares begin trading on a market or exchange. It is possible that the Company’s shares may never be quoted on the OTC or listed on an exchange.
SUBJECT TO COMPLETION, DATED JULY 17, 2023
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.
PROSPECTUS IMA Tech 4,000,000 Shares of Common Stock
This is the initial offering of Common Stock of IMA Tech, a Wyoming corporation (the “Company”). No public market currently exists for the securities being offered. In a best efforts offering, we are registering for sale 4,000,000 shares of Common Stock at a fixed price of $0.03 per share. The estimated total offering costs are approximately $10,000. There is no minimum number of shares that must be sold by us for the offering to proceed, and we are to retain the proceeds from the sale of any of the offered shares. The offering is being conducted on a self-underwritten, best efforts basis. Our President, Liliia Havrykh, will attempt to sell the shares. This offering is being made with no involvement of any underwriters or broker-dealers.
This Prospectus is to permit our President to sell the shares directly to the public, without commission or remuneration payable to her for any shares she may sell. Ms. Havrykh will sell all the shares registered herein on behalf of the Company
In offering the securities on our behalf, she will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934. All funds that we raise from the offering will be immediately available for our use and will not be returned to investors. We do not have any arrangements to place the funds received from the sale of Shares in the Offering in an escrow, trust or similar account. Any proceeds will be available to the Company for its immediate use upon receipt.
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As of the date of this filing, Liliia Havrykh, our sole officer and director, beneficially owns 100% of our outstanding shares of Common Stock, representing 100% of the voting power of our Company. As a result, Liliia Havrykh will have the ability to influence the outcome of matters submitted to our stockholders for approval, including the election of directors and approval of significant corporate transactions. While Liliia Havrykh continues to control 100% of the voting power in our Company, Liliia Havrykh will have effective control over the Company.
Following the completion of this offering, IMA Tech anticipates that Liliia Havrykh, will continue to hold a substantial amount of the voting power and exercise significant control over the Company. If no shares are sold in this offering, Liliia Havrykh will continue to hold 100% of the shares issued. If all 4,000,000 shares are sold, Liliia Havrykh will hold 50% of the outstanding Common Stock.
The shares will be offered at a fixed price of $0.03 per share for a period of three hundred and sixty-five (365) days from the effective date of this Prospectus, unless extended by our Board of Directors for an additional 90 days.
The offering will terminate on the earlier of (i) the end of the offering period (365 days from the effective date of this Prospectus), (ii) the date when the sale of all 4,000,000 shares is completed, (iii) the date the Board of Directors decides that it is in the best interests of the Company (to terminate the offering prior the completion of the sale of all 4,000,000 shares registered under the Registration Statement of which this Prospectus is part.
IMA Tech has recently started its operations. To date, we have been involved primarily in organizational activities. We do not have sufficient capital for operations. Any investment in the shares offered herein involves a high degree of risk. You should only purchase shares if you can afford the loss of your investment.
There is no market for our securities, nor has there ever been. A public market may never develop, or, if any market does develop, it may not be sustained. Our Common Stock is not yet traded on any exchange or on the over-the-counter market. Upon the effectiveness of the Registration Statement relating to this Prospectus, we intend to ask a market maker to file an application with the Financial Industry Regulatory Authority (“FINRA”) for our Common Stock to be eligible for trading on the Over-the-Counter Markets.
In order to be eligible for quotation, issuers must remain current in their quarterly and annual filings with the Securities and Exchange Commission (“SEC”). In case we are not able to pay the expenses associated with our reporting obligations, we will not be able to apply for quotation on the OTC Markets. We have not yet engaged a market maker who would agree to file such an application. There is 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 ever develop.
We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act (“JOBS Act”).
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We are not a “shell company”. Currently, we do not have plans or intentions to engage in a merger or acquisition with an unidentified company, companies, entity or person. At this time, the Company, the Company’s sole officer and director, and any and all related parties to the Company, do not intend for the company, once it is reporting, to be used as a vehicle for a private company to become a reporting company.
Our Independent Registered Public Accounting Firm has raised substantial doubts about our ability to continue as a going concern.
The securities offered in this Prospectus involve a high degree of risk. You should consider the risk factors beginning on page 10 before purchasing our Common Stock.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is July 17, 2023.
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TABLE OF CONTENTS
| Prospectus Summary | 8 |
| Risk Factors | 10 |
| Cautionary Note Regarding Forward-Looking Statements | 23 |
| Use of Proceeds | 24 |
| Capitalization | 26 |
| Dilution | 26 |
| Market for Common Equity and Related Stockholder Matters | 27 |
| Description of Business | 28 |
| Management’s Discussion and Analysis of Financial Condition and Results of Operations | 33 |
| Our Management | 35 |
| Security Ownership of Certain Beneficial Owners and Management | 37 |
| Certain Relationships and Related Party Transactions | 38 |
| Description of Capital Stock | 39 |
| Plan of Distribution | 40 |
| Disclosure of Commission Position on Indemnification for Securities Act Liabilities | 43 |
| Legal Opinion | 43 |
| Experts | 44 |
| Interests of Named Experts and Counsel | 44 |
| Legal proceedings | 44 |
| Additional Information | 44 |
| Index to Audited Financial Statements | 46 |
| Report of Independent Registered Public Accounting Firm | F-1 |
| Part II – Information Not Required in Prospectus | 57 |
| Signatures | 61 |
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Unless otherwise specified, the information in this Prospectus is set forth as of July 17, 2023 and we anticipate that changes in our affairs will occur after such date. We have not authorized any person to give any information or to make any representations, other than as contained in this prospectus, about the offer contained in this Prospectus. If any person gives you any information or makes representations about this offer, do not rely on it as information we have authorized. This Prospectus is not an offer to sell our Common Stock in any state or other jurisdiction to any person to whom it is unlawful to make such offer.
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PROSPECTUS SUMMARY
The following summary highlights selected information from this Prospectus and may not contain all the information that is important to you. To understand our business and this offering fully, you should read this entire Prospectus carefully, including the financial statements and the related notes beginning on page F-1. This Prospectus contains forward-looking statements and information relating to IMA Tech. See Cautionary Note Regarding Forward-Looking Statements on page 23.
As used in this Prospectus, references to the “Company,” “we,” “our”, “us” or “IMA” refer to IMA Tech unless the context otherwise indicates.
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 or, if developed, will be sustained.
The following summary highlights selected information contained in this Prospectus. Before making an investment decision, you should read the entire Prospectus carefully, including the “Risk Factors” section, the financial statements, and the notes to the financial statements.
IMA Tech was incorporated under the laws of the State of Wyoming, U.S. on March 29, 2023. As of the day of this prospectus IMA Tech has not yet generated any revenue. Our office space is located at 34 N Franklin Ave 687, Pinedale, WY 82941, USA. Our telephone number is + 12294614110.
The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, which became law in April 2012, and will be subject to reduced public company reporting requirements. For a description of the qualifications and other requirements applicable to emerging growth companies and certain elections that we have made due to our status as an emerging growth company, see risk factor “As an “emerging growth company” under the JOBS Act, we are permitted to rely on exemptions from certain disclosure requirements” on page 10 of this Prospectus.
Our Company
The Company specializes in developing digital avatars of consultants using a unique blend of Human Mind, Artificial Intelligence, and Database niche. Our technology can be applied to various industries and can be customized to meet specific business needs. By leveraging AI-driven avatars, the Company simplifies the process of fulfilling customer requests, saving time and costs while providing a more immersive and personalized experience. Additionally, avatars allow for remote customer service without sacrificing personal attention and human presence.
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
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to this Prospectus, we hope to ask a market maker to 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 quotation service or that any market for our stock will develop.
You should rely only on the information contained in this Prospectus. We have not authorized anyone to provide you with information different from that contained in this Prospectus. The information contained in this Prospectus is accurate only as of the date of this Prospectus, regardless of the time of delivery of this Prospectus or of any sale of our Common Stock.
Under U.S. federal securities legislation, our Common Stock will be “penny stock”. Penny stock is defined as any equity that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a potential investor’s account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve an investor’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person, and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination. Brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our Common Stock and cause a decline in the market value of our stock. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
The Offering
This Prospectus covers up to 4,000,000 shares to be issued and sold by the Company at a price of $0.03 per share in a direct public offering.
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ABOUT THIS OFFERING
| Securities Being Offered | Up to 4,000,000 shares of Common Stock of IMA Tech, to be sold by the Company at a price of $0.03 per share. |
| Initial Offering Price | The Company will sell up to 4,000,000 shares at a price of $0.03 per share. |
| Terms of the Offering | The Company will offer and sell the shares of its Common Stock at a price of $0.03 per share in a direct offering to the public. |
| Termination of the Offering | The offering will conclude when the company has sold all the 4,000,000 shares of Common Stock offered by it, up to a maximum of three hundred and sixty-five 365 days. The Company may, in its sole discretion, decide to terminate the registration of the shares offered by the company. |
| Risk Factors | An investment in our Common Stock is highly speculative and involves a high degree of risk. See Risk Factors, below. |
RISK FACTORS
An investment in our Common Stock is highly speculative, involves a high degree of risk, and should be made only by investors who can afford a complete loss. You should carefully consider the following risk factors, together with the other information in this Prospectus, including our financial statements and the related notes, before you decide to buy our Common Stock. If any of the following risks occur, our business, financial condition, or results of operations could be materially adversely affected. The market price of our Common Stock could decline, and you may lose all or part of your investment therein.
Risks Relating to the Early Stage of our Company
As an “emerging growth company” under the JOBS Act, we are permitted to rely on exemptions from certain disclosure requirements.
As an "emerging growth company" under the JOBS Act, we have the privilege of utilizing exemptions from specific disclosure requirements. These exemptions include not being obligated to have an auditor report on our internal controls over financial reporting, provide an auditor attestation regarding the effectiveness of our internal controls, comply with certain requirements of the Public Company Accounting Oversight Board, submit certain executive compensation matters to shareholder votes, and disclose certain executive compensation-related items. We will maintain the status of an emerging growth company for a period of up to five years, or until we surpass certain revenue thresholds or meet specific criteria.
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During this period, we may not be subject to the same disclosure requirements as other public companies. However, we cannot predict how investors will perceive our Common Stock due to our reliance on these exemptions. It is possible that some investors may find our Common Stock less appealing, potentially leading to a less active trading market and increased stock price volatility.
If we fail to establish and maintain proper internal controls, our ability to produce accurate financial statements or comply with applicable regulations could be impaired.
As per the requirements of Section 404 of the Sarbanes-Oxley Act, our management is obligated to report on the effectiveness of our internal control over financial reporting. Our management has evaluated the effectiveness of our internal controls over financial reporting for the period ending April 30, 2023 and concluded that they are effective. However, complying with the rules and standards governing the assessment of internal control is intricate and involves extensive documentation, testing, and potential remediation. To meet the obligations of being a reporting company under the Exchange Act, we may need to implement additional financial and management controls, reporting systems, procedures, and hire more accounting and finance personnel. In the event that we or our auditors are unable to confirm the effectiveness of our internal control over financial reporting, it could lead to a loss of investor confidence in our financial reporting and a potential decline in the trading price of our Common Stock.
We cannot guarantee that there won't be any material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain effective internal control could severely impede our ability to accurately report our financial condition, results of operations, or cash flows. If we are unable to affirm the effectiveness of our internal control over financial reporting, or if our independent registered public accounting firm identifies a material weakness or significant deficiency during their Section 404 reviews, it may erode investor trust in the accuracy and completeness of our financial reports. This, in turn, could lead to a decline in the market price of our Common Stock and subject us to investigations or sanctions by regulatory authorities such as the SEC. Furthermore, failure to rectify any material weakness in our internal control over financial reporting or to establish and maintain other effective control systems required for public companies could limit our future access to the capital markets.
Due to the limited time commitment of our sole officer and director, our operations may be irregular, leading to occasional interruptions or suspensions. This may hinder our ability to attract customers and generate revenue, potentially forcing us to cease operations.
Our sole officer and director, Liliia Havrykh, will only dedicate a restricted amount of time to our operations. Even if she were to allocate approximately 35 hours per week, there is a chance that our operations may still be sporadic and inconsistent due to the potential inadequacy of this time commitment for our business.
Consequently, our operations may experience periodic disruptions or temporary halts, resulting in insufficient revenue and potentially leading to the termination of our activities.
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Liliia Havrykh, our principal stockholder, beneficially owns greater than 50% of our outstanding shares of Common Stock, which causes us to be deemed a “controlled company” under the rules of NASDAQ.
Liliia Havrykh currently controls approximately 100% of the voting power of our capital stock. As a result, Liliia Havrykh owns more than 50% of our outstanding shares and as such, we are a “controlled company” under the rules of NASDAQ. Under these rules, a company of which more than 50% of the voting power is held by an individual, a group or another company is a “controlled company” and, as such, can elect to be exempt from certain corporate governance requirements, including requirements that:
- a majority of the Board of Directors consist of independent directors;
- the board maintain a nominations committee with prescribed duties and a written charter; and
- the board maintain a compensation committee with prescribed duties and a written charter and comprised solely of independent directors.
As a “controlled company,” we may elect to rely on some or all of these exemptions, however, we do not intend to take advantage of any of these exemptions. Despite the fact we do not intend to take advantage of these exemptions, our status as a “controlled company” could make our Common Stock less attractive to some investors or otherwise harm our stock price.
Separately, although we intend to maintain compliance with NASDAQ rules, we are permitted to phase-in our compliance with the independent audit committee requirements set forth in NASDAQ rules, as follows: (1) one independent member of the audit committee at the time of listing, (2) a majority of independent members of the audit committee within 90 days of listing, and (3) all independent members of the audit committee (i.e., at least three members) within one year of listing. During these phase-in periods, our stockholders would not have the same protections afforded to stockholders of companies who have more ‘independent’ members of its audit committee and, if, within the phase-in periods, we are not able to recruit additional directors who would qualify as independent, or otherwise comply with the NASDAQ listing requirements, we may be subject to enforcement actions by NASDAQ.
Our sole officer has no experience managing a public company, which is generally required to establish and maintain disclosure control and procedures and internal control over financial reporting.
We have never operated as a public company.
Liliia Havrykh, our sole officer has no experience managing a public company, which is generally required to establish and maintain disclosure controls and procedures and internal control over financial reporting. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and
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regulations, which are required for a public company that is reporting company with the Securities and Exchange Commission. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected.
We are at a very early operational stage and our business is subject to the substantial risks inherent in the establishment of a new venture.
Our business strategy is in its early stages and as a new venture, we are subject to all the risks associated with establishing a new business. There is a risk that our intended business and operations may not be successful, or may take a significant amount of time to achieve success.
The success of our business will depend on a multitude of factors, some of which may be beyond our control or cannot be predicted currently. These factors may include changes in market conditions, competition, regulatory changes, and general economic conditions. Any of these factors could have a material adverse effect on our financial condition, business prospects, operations, and the value of an investment in the Company.
We may be unable to raise the additional capital needed to grow our business.
The Company may require additional capital to finance its growth and expansion plans, and there is a risk that it may not be able to secure the necessary funding. The Company's ability to access funding may depend on several factors, including its financial performance, market conditions, and investor sentiment.
In the event that the Company is unable to secure additional funding, it may face limitations in its ability to expand its operations, develop new products, or enter new markets. This could negatively impact our growth prospects and our ability to compete with other players in the industry.
We have a very limited operating history and our business plan is unproven and may not be successful.
The company was formed on March 29, 2023, but we have not yet begun full scale operations. We have not proven that our business model will allow us to generate a profit. We have not yet produced an operating product and require additional financing to produce product and the development of future products.
We have suffered operating losses since inception and we may not be able to achieve profitability.
It is possible that we will never be able to sustain or develop the revenue levels necessary to attain profitability.
The Company's revenue streams may not be sufficient to cover its operating expenses and make a profit, which may affect its ability to attract investors, raise capital, and sustain its business operations in the long term.
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Additionally, we may face challenges in developing and implementing effective business strategies, managing costs, and maintaining a competitive edge in our industry, which could impact our revenue growth and profitability. Moreover, changes in market conditions, economic downturns, and unforeseen events could also negatively impact the Company's financial performance, making it difficult to achieve profitability.
The fact that our sole officer and director is located outside the US could result in difficulty enforcing shareholder rights.
The sole officer and director of the Company is located outside the US and, as such, investors may have difficulty in enforcing their legal rights under the United States securities laws.
The director's location outside the US may make it challenging for investors to pursue legal action in case of any disputes or violations of securities laws by the company. The legal systems, regulations, and procedures in Spain may differ from those in the US, which may create additional complications for investors seeking to enforce their legal rights. Additionally, the costs and time involved in pursuing legal action in a foreign jurisdiction could be substantial, which may deter investors from seeking legal recourse.
Furthermore, language barriers and cultural differences may also pose challenges for investors seeking to communicate effectively with the foreign director or understand the foreign jurisdiction's legal and regulatory frameworks. This could lead to misunderstandings or miscommunications, further complicating any legal disputes.
We may have difficulty raising additional capital, which could deprive us of necessary resources.
We expect to devote significant capital resources to Company research and development. To support the initiatives envisioned in our business plan, we will need to raise additional funds through public or private debt or equity financing, collaborative relationships or other arrangements. Our ability to raise additional financing depends on many factors beyond our control, including the state of capital markets, the market price of our Common Stock and the development or prospects for development of alike projects. Because our Common Stock is not listed on a major stock market, many investors may not be willing or allowed to purchase it or may demand steep discounts. Sufficient additional financing may not be available to us or may be available only on terms that would result in further dilution to the current owners of our Common Stock. We expect to raise additional capital during 2023 and 2024 but we do not have any firm commitments. If we are unsuccessful in raising additional capital, or the terms of raising such capital are unacceptable, we may have to modify our business plan and/or significantly curtail our planned activities and other operations.
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There are substantial doubts about our ability to continue as a going concern and if we are unable to continue our business, our shares may have little or no value.
The company's potential for profitability relies on its ability to generate revenues and secure sufficient financing to carry out research and market introduction activities. The company's cost structure requires a level of revenues that has cast doubt on its ability to sustain operations. We intend to seek additional equity capital by selling shares in this offering and, if needed, through private placements or public offerings. However, the doubts surrounding our ability to continue as a going concern may deter potential investors from considering our shares as an attractive investment. These factors, along with others, could pose challenges in raising additional capital.
Risks Relating to Our Business
We face intense industry competition.
The Company operates in a highly competitive market, and there is no guarantee that its technology will be able to compete effectively against existing or new competitors. This could adversely affect its market share and revenue growth prospects. Among our competitors are “Humanizing Technologies”, “Creaitor.ai” and “Synthesys”.
Strong competition in the market may require us to lower our prices, increase our sales and marketing expenses or otherwise invest greater resources to maintain or gain market share as needed to adequately compete. Such efforts may negatively impact our profitability. If the Company is unable to effectively adapt to changes or developments in the competitive landscape, our business, financial conditions and results of operations may be adversely affected.
In terms of market familiarity and understanding, the concept of digital avatars and their potential benefits could be new to many companies and industries.
The concept of digital avatars and their potential benefits may be new to many businesses and industries, posing a risk in terms of market familiarity and understanding. This lack of widespread knowledge can impede adoption rates and result in resistance from potential clients.
Potential clients may not fully grasp the value proposition and benefits of digital avatars for their specific business requirements due to the novelty of the technology. This can lead to slower adoption rates and reluctance to invest in digital avatar solutions. Limited market familiarity can also give rise to skepticism and concerns about reliability and integration challenges. Lack of understanding may prompt businesses to opt for traditional solutions instead, hindering the market penetration of digital avatars.
Overall, the risk associated with market familiarity and understanding highlights the need for ongoing education and awareness initiatives, as well as continuous monitoring of the market landscape to adapt strategies accordingly.
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There may be some concerns among potential clients regarding the accuracy and reliability of our digital avatars.
The level of trust and perception of digital avatars may vary among different industries and stakeholders. Some potential clients may have concerns about the reliability and accuracy of digital avatars, especially when it comes to complex decision-making processes. Building trust and convincing potential clients of the effectiveness and credibility of our digital avatars may be a significant challenge.
Establishing trust in the effectiveness and credibility of digital avatars is crucial for their successful implementation. This may require extensive efforts to educate potential clients about the capabilities and benefits of digital avatars. Convincing clients of the value proposition, reliability, and accuracy of digital avatars may involve demonstrating successful use cases, providing evidence of past performance, and addressing any concerns or skepticism. Such efforts can be resource-intensive and time-consuming, potentially impeding the widespread adoption of digital avatars.
The trust and perception of digital avatars can be influenced by market competition. If competitors offer more established or trusted alternatives to digital avatars, it may be challenging to differentiate and convince potential clients of the advantages and reliability of our specific offering. The presence of well-established competitors with proven track records may hinder the adoption of our digital avatars and pose a competitive risk.
The failure to develop and maintain our digital avatars could negatively impact our ability to ensure optimal performance.
Developing and maintaining digital avatars entails significant technical challenges and ongoing updates to ensure optimal performance. The company must possess advanced technology infrastructure capable of handling the processing and rendering of avatars in real-time. Insufficient or outdated infrastructure may lead to system failures, security breaches, and limitations in natural language processing capabilities, which can adversely affect the reliability and functionality of digital avatars. Such disruptions or negative experiences have the potential to result in client loss and reputational damage.
Regular updates and maintenance are essential to keep digital avatars up to date with advancements in technology, improved natural language processing capabilities, and enhanced security measures. Failure to perform timely updates and maintenance tasks can lead to compatibility issues, security vulnerabilities, and reduced functionality, thereby impacting user satisfaction and damaging the company's reputation. The dynamic and rapidly evolving nature of the digital avatar landscape necessitates a proactive approach to address technical challenges and limitations.
System failures, downtime, and security breaches pose additional risks. Technical infrastructure is susceptible to failures due to hardware malfunctions, software bugs, or network outages.
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Such disruptions can render digital avatars inaccessible or result in degraded performance, leading to user dissatisfaction and potential client loss. Protecting user data from security breaches is crucial, as any unauthorized access or compromise can have severe consequences, including reputational damage, legal repercussions, and client attrition.
If we are unable to maintain or enhance our brand recognition, our business, results of operations and financial condition may be materially and adversely affected.
For our Company to differentiate our products from our competitors and to compete effectively with them, we must maintain and enhance our brand's recognition, image, and acceptance. Our brand image, however, could be jeopardized if we fail to maintain high product quality, pioneer and keep pace with evolving technology trends, or timely fulfill the orders for our products. If we fail to promote our brand or to maintain or enhance our brand recognition and awareness among our customers, or if we are subject to events or negative allegations affecting our brand image or the publicly perceived position of our brand, our business, the results of operations and financial condition could be adversely affected.
We may not be able to compete with other companies, some of which have greater resources and experience.
We may not be able to compete successfully against present or future competitors. We do not have the resources to compete with larger providers of similar products or services at this time. Competition from existing and future competitors could result in our inability to secure acquisitions and partnerships that we may need to expand our business in the future. If we are unable to compete, our business could be negatively affected which would have an adverse effect on the trading price of our Common Stock, which would harm our investors.
The loss of any of our future management team, our inability to execute an effective succession plan, or our inability to attract and retain qualified personnel, could adversely affect our business.
Our success, strategy and future growth will depend to a significant degree on the skills and services of our future management team.
We will need to continue to grow our future management team in order to continue to develop our business. If our future management team, including any new hires that we may make, fails to work together effectively and to execute our plans and strategies on a timely basis, our business could be harmed. Furthermore, if we fail to execute an effective contingency or succession plan with the loss of any member of our future management team, the loss of such management personnel may significantly disrupt our business.
The market for highly qualified personnel in this industry is very competitive, and we may be unable to attract and retain such personnel. If we are unable to attract and retain such personnel, our business could be harmed.
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If we fail to effectively manage our growth, our business, financial condition and results of operations would be harmed.
Our Company is on a development stage with a sole shareholder and is a subject to the strains of ongoing development and growth, which will place significant demands on our management and our operational and financial infrastructure. Further, we may not grow as we expect, if we fail to manage our growth effectively or to develop and expand our managerial, operational and financial resources and systems, our business and financial results would be materially harmed.
We may not be able to manage growth effectively, which could damage our reputation, limit our growth and negatively affect our operating results. Although we cannot provide any assurance that we will successfully identify emerging trends and growth opportunities in this business sector and we may lose out on opportunities.
If we are unable to protect the confidentiality of our trade secrets, our business and competitive position could be harmed.
An ability of our Company to conduct our business in a profitable manner depends on part on our proprietary methods and designs, which we protect as a trade secret. We rely upon trade secret laws, physical and technological security measures and contractual commitments to protect our trade secrets, including entering into non-disclosure agreements with employees, consultants and third parties with access to our trade secrets. Though, such measures may not provide adequate protection and the value of our trade secrets could be lost through misappropriation or breach of our confidentiality agreements. Thus, there can be no assurance that our trade secrets will be sufficient to protect against competitors operating their business in a manner that is substantially similar to us.
Risks Related to Intellectual Property Rights
Any negative publicity about our company or services may materially and adversely affect our reputation and business.
Our company or ourselves may receive negative publicity. Any such negative publicity may be the result of malicious harassment or unfair competition acts by third parties. The company may also be subject to government or regulatory investigations (including investigations relating to advertising materials that are alleged to be illegal) as a result of such third-party conduct and may be required to spend significant time and incur substantial costs to defend ourselves against such third-party conduct, and we may not be able to conclusively refute any such allegations within a reasonable period of time, or at all. Harm to our reputation and the confidence of advertisers and media can also arise for other reasons, including misconduct of our employees or any third-party business partners. In the event of negative publicity, we may suffer a material and adverse effect on our reputation, which may ultimately result in loss of market share, advertising customers, industry partners, and other business relationships.
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Unauthorized use of our intellectual property and expenses incurred in protecting our intellectual property rights may adversely affect our business, reputation, and competitive edge.
To protect our proprietary rights, we rely on a combination of intellectual property laws and contractual arrangements, including non-disclosure agreements and confidentiality agreements, which protect our trademarks, domain names, and other similar intellectual property.
Despite taking precautionary measures, there exists a risk that our business intellectual property rights could face challenges, invalidation, circumvention, or misappropriation. Additionally, our intellectual property may not provide us with sufficient competitive advantages. The interpretation and enforcement of statutory laws and regulations may vary, leading to inconsistent application. There is a possibility that counterparties may breach confidentiality, invention assignment, and non-compete agreements, with limited remedies available to us in such cases. Consequently, our ability to effectively protect our intellectual property rights or enforce contractual rights in all jurisdictions may be hindered.
The policing of unauthorized use of our proprietary technology and intellectual property is a challenging and costly endeavor. It may necessitate future litigation to enforce our intellectual property rights. Engaging in litigation carries significant costs and diverts our resources, potentially disrupting our business operations and having a material adverse impact on our financial condition and results of operations. Despite the expenses involved, we cannot guarantee success in such litigation.
The longevity of our business depends in part on our ability to enhance and sell the functionality of our current solutions to remain competitive and meet customer needs.
The longevity and sustained success of our business are contingent upon our ability to continuously enhance and effectively market the functionality of our solutions. The competitive landscape in which we operate is characterized by rapid technological advancements and evolving customer needs. Failure to adapt to these changes and deliver innovative, feature-rich offerings may result in a loss of market share and competitiveness.
Addressing the risk associated with the development of our website requires ongoing investment in research and development, collaboration with industry partners, and a proactive approach to monitoring market trends and customer preferences. We must also allocate sufficient resources and talent to ensure timely development, rigorous testing, and successful implementation of new features and functionalities.
Failure to develop our website to remain competitive and meet customer needs may adversely affect our business prospects, financial performance, and long-term sustainability.
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We may not be able to successfully deploy our solutions in a timely manner.
Our ability to deploy our solutions in a timely manner is critical to the success and profitability of our business. If we are unable to deploy our solutions in a timely manner, we may experience reputational damage, loss of potential customers, contractual penalties, or revenue loss.
Delays in deploying our solutions can lead to reputational damage, as customers may perceive us as unreliable or inefficient. If we are unable to deploy our solutions in a timely manner, potential customers may choose to seek alternatives that can provide faster and more efficient deployment. This could result in the loss of valuable business opportunities and market share.
If we experience delays in deploying our solutions, it can lead to delayed revenue recognition or loss of sales opportunities. This can have a cascading effect on our financial results, affecting cash flow, investor confidence, and overall business growth.
Inefficient or delayed deployment can lead to additional costs such as extended project timelines, increased labor expenses, or the need for additional resources. These costs can erode profit margins and negatively impact our financial performance.
Risks Relating to our Stock
The Offering Price of $0.03 Per Share is Arbitrary.
The offering price of $0.03 per share is arbitrary and has been determined solely by our management without any specific basis or reference to the intrinsic value of the Company. This arbitrary pricing decision disregards the Company's assets, net worth, and projected earnings, as well as any generally accepted criteria of value in the market.
An arbitrary offering price may not accurately reflect the true worth of the Company or its potential for future growth. The low price per share may not adequately account for the Company's underlying assets, intellectual property, or market potential, potentially leading to undervaluation.
The arbitrary nature of the offering price can create uncertainty and volatility in the market. The lack of clarity in pricing could negatively impact the Company's ability to raise the desired capital through the offering.
We have no firm commitments to purchase any shares.
The absence of a firm commitment for the purchase of shares creates uncertainty regarding the development and sustainability of a trading market. Furthermore, the company has not engaged a placement agent or broker to assist with the sale of shares. This increases the possibility that the company may encounter challenges in identifying potential investors to purchase the shares. Consequently, there is a concern that the company may not secure sufficient capital to support its ongoing business obligations.
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All proceeds from the sale of shares offered by the Company will be immediately available for use by the company.
The absence of a minimum offering amount and the lack of an established escrow account for holding proceeds from the sale of shares by the Company pose a risk. This means that all funds generated from the sale of shares will be immediately accessible to the Company.
However, there is a possibility that the proceeds may not be adequate to effectively execute the Company’s business strategy.
Our shares are not currently traded on any market or exchange. We will apply to have our Common Stock traded over the counter; there is no guarantee that our shares will ever be quoted on the OTC listed on an exchange, which could severely impact their liquidity.
Currently our shares are not traded on any market or exchange. We will apply to have our Common Stock quoted via the OTC. Therefore, our Common Stock is expected to have fewer market makers, lower trading volumes and larger spreads between bid and asked prices than securities listed on an exchange such as the New York Stock Exchange or the NASDAQ Stock Market. These factors may result in higher price volatility and less market liquidity for the Common Stock. It is possible that the company’s shares may never be quoted on the OTC listed on an exchange.
A low market price would severely limit the potential market for our Common Stock.
The low market price of our Common Stock could have a significant impact on the potential market for our shares. A low market price for our Common Stock may reduce investor interest and appeal. Potential investors, including institutional investors and individuals, may perceive a low-priced stock as having limited growth potential or being of lower quality compared to higher-priced stocks. Consequently, the pool of potential investors may be restricted, limiting the liquidity and demand for our shares.
The low market price of our Common Stock may adversely affect its marketability. The number of potential buyers willing to purchase shares at a low price may be smaller compared to higher-priced stocks. This limited demand can result in reduced liquidity and make it more difficult for shareholders to sell their shares in the market, especially in large volumes.
A persistently low market price could create the perception that our company is undervalued or facing financial difficulties. This perception may impact investor confidence, attract negative attention from analysts and the media, and make it harder to attract potential business partners or strategic alliances.
Stocks with low market prices are generally more susceptible to price volatility and fluctuations. Even small changes in the market sentiment or external factors may lead to significant percentage changes in the stock price. This volatility can create uncertainty and unease among shareholders, potentially leading to increased selling pressure or speculative trading, further exacerbating the market limitations.
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The trading of our shares will be subject to regulation by Securities and Exchange Commission (SEC) Rule 15G-9, which defines "penny stocks."
The shares we are offering fall under the category of penny stocks according to the Securities and Exchange Act of 1934 and the regulations of the SEC.
As a result, the Exchange Act and associated penny stock rules impose additional requirements on broker-dealers who sell our securities to individuals who are not classified as accredited investors. Accredited investors generally refer to institutions with assets exceeding $3,000,000 or individuals with a net worth exceeding $1,000,000 or an annual income surpassing $200,000 ($300,000 jointly with a spouse). These rules apply to transactions that are not recommended by the broker-dealer. When conducting penny stock transactions, broker-dealers are obligated to provide specific disclosures, including the actual sale or purchase price, bid and offer quotations, compensation received by the broker-dealer and associated individuals, as well as other disclosures mandated by the SEC. Consequently, the penny stock rules may create challenges for you in reselling any shares you purchase, and there is a possibility that resale may not be possible at all.
We may be deemed to be a “shell company” and as such shareholders may not be able to rely on the provisions of Rule 144 for resale of their shares until certain conditions are met.
As of the date of this Prospectus, we do not qualify as a "shell company" under Rule 405 of the Securities Act Rule 12b-2 of the Exchange Act. A shell company is generally defined as a company with minimal or no operations, and either no or nominal assets, or assets consisting solely of cash and cash equivalents. However, if we were to be designated as a shell company, shareholders may encounter significant restrictions and limitations when attempting to sell their shares in the public market. Rule 144, which provides certain exemptions for the resale of restricted securities, may not be applicable to our shareholders until specific conditions are satisfied.
According to Rule 144, shareholders need to fulfill certain requirements, including holding the securities for at least six months, complying with specified public information obligations, and adhering to limitations on the quantity of securities that can be sold within a three-month period. Nevertheless, as a shell company, our shareholders may not be able to rely on Rule 144 until we cease to be classified as a shell company and meet the SEC's requirements.
The inability to rely on Rule 144 for the resale of their shares may restrict our shareholders' ability to liquidate their investment and could have a negative impact on the liquidity and marketability of our shares. It may also affect our capacity to attract potential investors or secure financing, as the absence of an available resale exemption could diminish the desirability of our shares in the secondary market.
An investor’s ability to trade our Common Stock may be limited by trading volume.
A consistently active trading market for our Common Stock may not occur on the OTC. A limited trading volume may prevent our shareholders from selling shares at such times or in such amounts as they may otherwise desire. The Company’s shares may never be quoted on the OTC listed on an exchange.
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Our company has a concentration of stock ownership and control, which may have the effect of delaying, preventing, or deterring a change of control.
Our Common Stock ownership is highly concentrated. Through ownership of shares of our Common Stock, one shareholder, our officer beneficially owns 100% of our total outstanding shares of Common Stock before this offering. Because of the concentrated ownership of the stock, these stockholders, acting in concert, will be able to control all matters requiring stockholder approval, including the election of directors and approval of mergers and other significant corporate transactions. This concentration of ownership may have the effect of delaying, preventing or deterring a change in control of our company. It could also deprive our stockholders of an opportunity to receive a premium for their shares as part of a sale of our company and it may affect the market price of our Common Stock.
Because we will not pay dividends in the foreseeable future, stockholders will only benefit from owning Common Stock if it appreciates.
We have never paid dividends on our Common Stock and we do not intend to do so in the foreseeable future. We intend to retain any future earnings to finance our growth. Accordingly, any potential investor who anticipates the need for current dividends from his investment should not purchase our Common Stock.
A CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The reasoning of our sole officer and director, Liliia Havrykh, to take the Company public is based on their subjective belief that potential investors are more inclined to invest in the Company if the Company is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which provides investors with updated material information about the Company and the ability of the Company’s investors to resell securities through the facilities of the securities markets, assuming the Company finds a market maker in order to have its shares of Common Stock quoted on the OTC Markets Group or the OTCQB tier of the OTC Markets or other quotation service. Our sole officer and director believes that the disadvantages of becoming a public company are the continuing reporting costs of being a reporting issuer under the Exchange Act and reluctance of persons qualified to serve as directors of the Company because of a director’s exposure to possible legal claims.
This prospectus contains forward-looking statements, which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors,” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
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We cannot provide any assurance that we will be able to raise sufficient funds from this offering to proceed with our twelve months business plan. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
From the inception of our company until the date of this filing, we have not generated revenues from our services. Our operating activities have primarily consisted of the incorporation of our company, initial equity funding by our officer and sole director, and developing our website. We received our initial funding of $4,000 from our sole officer and director, Liliia Havrykh, who purchased 4,000,000 shares of our Common Stock at 0.001 per share.
USE OF PROCEEDS
With respect to up to 4,000,000 shares of Common Stock to be sold by the Company, unless we provide otherwise in a supplement to this Prospectus, we intend to use the net proceeds from the sale of our securities for general corporate purposes, which may include one or more of the following:
| - | research and development; |
| - | sales and marketing; |
| - | capital expenditures. |
Our management will have broad discretion in the allocation of the net proceeds of any offering, however, the following table outlines management’s current anticipated use of proceeds given that the offering is being completed on a best-efforts basis and may not result in the Company receiving the entire offering amount. If 100% of the funds are not raised, management has outlined how they perceive the funds will be allocated, at various Companying levels. The offering scenarios are presented for illustrative purposes only and the actual amount of proceeds, if any, may differ. The table is set out in the perceived order of priority of such purposes, provided however; management may reallocate such proceeds among purposes as the situation dictates. Pending such uses, we intend to invest the net proceeds in short-term, investment grade, interest-bearing securities.
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USE OF PROCEEDS
| % of Shares Sold | 25% | 50% | 75% | 100% |
| # of Shares Sold | 1,000,000 | 2,000,000 | 3,000,000 | 4,000,000 |
| Gross Proceeds | $30,000 | $60,000 | $90,000 | $120,000 |
| Offering expenses | $10,000 | $10,000 | $10,000 | $10,000 |
| Net Proceeds to the Company | $20,000 | $50,000 | $80,000 | $110,000 |
| Use of Proceeds: | ||||
| Legal & Accounting | $10,000 | $10,000 | $10,000 | $10,000 |
| Website Development (1) | $3,000 | $11,000 | $18,000 | $30,000 |
|
(1) includes Website Design Testing and Quality Assurance Database with a neural network
|
||||
| AI Development | $6,000 | $22,000 | $36,000 | $48,000 |
| Marketing and advertising | $1,000 | $7,000 | $16,000 | $27,000 |
| Total | $30,000 | $60,000 | $90,000 | $120,000 |
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CAPITALIZATION
The following table sets forth our capitalization as of April 30, 2023:
|
Audited April 30, 2023 | |
| Current Assets | $16,000 |
| Current liabilities | $25,431 |
| Stockholder’s deficit: | |
| Common stock | $4,000 |
| Accumulated deficit | $(31) |
| Total stockholders’ equity | $3,969 |
| Total capitalization | $3,969 |
DILUTION
The net tangible book value of our company as of April 30,2023, was $(9,431) or $(0.00) per share of Common Stock. Net tangible book value per share is determined by dividing the tangible book value of the company (total tangible assets less total liabilities) by the number of outstanding shares of our Common Stock on April 30, 2023.
Our net tangible book value and our net tangible book value per share will be impacted by the 4,000,000 shares of Common Stock which may be sold by our company. The amount of dilution will depend on the number of shares sold by our company. The following example shows the dilution to new investors at an assumed offering price of $0.03 per share.
We are registering 4,000,000 shares of Common Stock for sale by our company. If all shares are sold at the offering price of $0.03 per share our net tangible book value and per share dilution under various offering scenarios as of April 30, 2023, is illustrated in the following table:
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| Percent of Shares Sold from Maximum Offering Available | 25% | 50% | 75% | 100% |
| Offering price per share | $0.03 | $0.03 | $0.03 | $0.03 |
| Proceeds | $30,000 | $60,000 | $90,000 | $120,000 |
| Expenses | $10,000 | $10,000 | $10,000 | $10,000 |
| The historical net tangible book value as of DATE | ($9,431) | ($9,431) | ($9,431) | ($9,431) |
| Post offering net tangible book value | $10,569 | $40,569 | $70,569 | $100,569 |
| Post offering net tangible book value per share | 0.00 | 0.01 | 0.01 | 0.01 |
| Pre-offering net tangible book value per share | 0.00 | 0.00 | 0.00 | 0.00 |
| Increase (Decrease) in net tangible book value per share after offering | 0.00 | 0.01 | 0.01 | 0.01 |
| Dilution per share | $0.03 | $0.02 | $0.02 | $0.02 |
| % dilution | 92.95% | 77.46% | 66.40% | 58.10% |
| Capital contribution by purchasers of shares | $30,000 | $60,000 | $90,000 | $120,000 |
| Capital Contribution by existing stockholders | $4,000 | $4,000 | $4,000 | $4,000 |
| Percentage capital contributions by purchasers of shares | 88.24% | 93.75% | 95.74% | 96.77% |
| Percentage capital contributions by existing stockholders | 11.76% | 6.25% | 4.26% | 3.23% |
| Gross offering proceeds | $30,000 | $60,000 | $90,000 | $120,000 |
| Anticipated net offering proceeds | $20,000 | $50,000 | $80,000 | $110,000 |
| Number of shares after offering held by public investors | $1,000,000 | $2,000,000 | $3,000,000 | $4,000,000 |
| Total shares issued and outstanding | $5,000,000 | $6,000,000 | $7,000,000 | $8,000,000 |
| Purchasers of shares percentage of ownership after offering | 20.00% | 33.33% | 42.86% | 50.00% |
| Existing stockholders’ percentage of ownership after offering | 80.00% | 66.67% | 57.14% | 50.00% |
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our Common Stock is not currently traded on any exchange. We cannot assure that any market for the shares will develop or be sustained. We have not paid any dividends on our Common Stock and do not anticipate paying cash dividends in the foreseeable future. We intend to retain any earnings to finance the growth of our business. We cannot assure you that we will ever pay cash dividends.
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Whether we pay cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our financial condition, results of operations, capital requirements and any other factors that the Board of Directors decides are relevant. See Management’s Discussion and Analysis of Financial Condition and Results of Operations.
As of April 30, 2023, the Company has one (1) shareholder who holds 100% of its issued and outstanding Common Stock.
DESCRIPTION OF BUSINESS AND PROPERTY
Our Company
The Company was formed on March 29, 2023 in the State of Wyoming.
Overview
The primary focus of the company is on the development and deployment of digital avatars of consultants, utilizing advanced technology to create a unique blend of human intelligence, artificial intelligence, and niche databases. These digital avatars are capable of being customized to meet specific business requirements and can be applied across various industries online.
The Company’score objective is to provide customers with a more immersive experience by simplifying the process of fulfilling their requests using AI-driven avatars. The use of avatars reduces costs and saves time for implementation, as the human mind processes information faster in an audiovisual format than in text. Additionally, digital consultants are capable of serving customers remotely without losing the sense of personal attention and human presence. The avatars can serve multiple consumers simultaneously, enhancing the company's operational efficiency and marketing effectiveness.
The Company plans to focus on providing services to various industries, including education, marketing agencies, banking, science, and more. Our services can benefit a wide range of businesses and individuals, which is why we aim to cater to a diverse audience.
At the initial stage of our company's development, we plan to target two main groups: students and business professionals. We understand that these two groups have different needs and requirements, which is why we have designed our services to meet the unique demands of each group. Our services can also be useful for learning: for example, by visualizing, as well as the audio accompaniment of information with the help of an avatar that can assist students in achieving their goals.
Business professionals can also find our services suitable. We understand that businesses face many challenges in today's competitive landscape, so we aim to provide practical solutions to help businesses achieve their objectives.
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Businesses that can derive value from our website are those that necessitate personalized and interactive consultation services. Examples of such businesses include:
| · | Virtual Consultancy Service |
We intend to create a platform where clients can access digital avatars of consultants specialized in different fields.
| · | Consulting Company |
With our services, a consulting company can analyze trends, identify client needs, and personalize services further. The avatars can adapt their responses and recommendations based on individual client profiles.
Digital avatars offer scalability advantages as multiple clients can interact with different avatars simultaneously. The website can also ensure 24/7 availability, enabling clients to access consultations at their convenience, irrespective of time zones.
The digital consultants' ability to provide personalized content allows users to delve deeper into the desired topics and services, leading to increased customer satisfaction. By leveraging AI technologies and a vast array of information from the database, the company can accurately target the interests of the audience through the digital avatar. This targeted marketing approach leads to improved business operations, enhanced customer experiences, and increased competitiveness in the market.
Our Website
Our company will begin its operations with the launch of a website (https://ima.gg) that will serve as an online facility for disseminating information about our business activities and sharing updates on our latest developments. The website will provide users with the opportunity to experience our cutting-edge avatar technology through our API, enabling them to generate videos and download them. Avatars will be able to communicate in up to 40 languages depending on the user’s preference.
Our avatar technology is designed to revolutionize the way people interact with digital content, providing them with a more immersive and engaging experience. By leveraging our proprietary algorithms and advanced machine learning techniques, we aim to create highly realistic and customizable avatars that can be used in a wide range of applications, from virtual assistants and customer service bots to gaming and entertainment.
Through our website, users will be able to explore the full potential of our avatar technology, learning about its features and capabilities and experimenting with different settings and configurations. Our website will also serve as a hub for news and updates about our company, providing users with insights into our ongoing research and development efforts and our plans for future expansion.
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In the future, we envision expanding our website and incorporating more advanced technologies to broaden the range of possibilities for avatars, simplifying and improving the process of creating educational and business materials, making them more engaging, professional, and personalized.
With the introduction of full customization, avatars will be able to demonstrate various processes and instructions, simplifying the process of perception and memorization of ideas.
Currently, the Company is working on the website development, with a targeted launch timeframe scheduled for the autumn of 2023. The website of the company is https://ima.gg.
We plan to create avatar-consultants and avatar-teachers. Additionally, users will be able to create their own personalized avatars using their photos.The integration of avatars into various forms of content such as blogs, podcasts, and social media presents a multitude of opportunities for imaginative and innovative expression. This utilization of avatars offers endless possibilities for creativity and innovation.
Our goal is to revolutionize the way people interact with digital content, providing them with a more immersive and engaging experience. By leveraging the latest advancements in artificial intelligence and machine learning, we are confident that we can create avatars that are not only highly realistic but also highly adaptable to the needs and preferences of individual users.
At the heart of our business is a commitment to innovation and excellence, and we are dedicated to pushing the boundaries of what is possible in the field of avatar technology. With our website and API, we aim to empower users around the world to harness the power of this exciting new technology and unlock its full potential. We believe that our website has the potential to transform the way people learn, work, and communicate in the digital age.
Business Strategy
Our business strategy is centered around utilizing AI avatars to simplify customer requests, reduce costs, and save time for implementation.
By deploying digital consultants that serve customers remotely, we aim to improve efficiency and deliver personalized content. Through the effective use of AI technologies and leveraging our vast database, we will accurately target our audience's interests and stay at the forefront of innovation. This strategy will enhance customer experiences and increase our market competitiveness.
• Conduct a thorough analysis of the market landscape, including customer needs, preferences, and trends. Identify key competitors and their strategies to assess market opportunities and challenges. Determine the potential market size, growth rate, and target audience segments to refine our targeting and positioning.
• Continuously invest in research and development to improve our AI avatars and digital consultant capabilities. Focus on enhancing the natural language processing (NLP) capabilities, machine learning algorithms, and data analytics to ensure accurate and personalized customer interactions. Explore partnerships or acquisitions to augment our technology stack and expand our offerings.
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• Place a strong emphasis on delivering exceptional customer experiences through our AI avatars and digital consultants. Ensure that customer interactions are seamless, efficient, and personalized. Continuously gather customer feedback and leverage AI-powered sentiment analysis to understand customer satisfaction levels and identify areas for improvement.
• Position our AI avatars as a cost-saving and time-efficient solution for customers. Highlight the benefits of streamlined processes, reduced manual labor, and faster response times. Conduct regular cost analyses to optimize operations and explore automation opportunities to further enhance efficiency.
• Develop a comprehensive marketing and branding strategy to promote our AI avatars and digital consultant services. Utilize targeted advertising, content marketing, social media, and search engine optimization to increase brand awareness and attract potential customers. Leverage customer testimonials and case studies to showcase the effectiveness and value of our offerings.
• Maintain a strong focus on innovation to stay ahead of the competition. Regularly monitor technological advancements and industry trends to identify new opportunities for improvement and expansion. Foster a culture of experimentation and encourage employees to contribute innovative ideas to drive the evolution of our AI avatars and digital consulting services.
• Prioritize the security and privacy of customer data. Implement robust data protection measures, adhere to industry regulations, and ensure transparent data handling practices. Communicate our commitment to data privacy and security to build trust with customers and mitigate any potential concerns.
• Monitor and analyze relevant metrics such as customer satisfaction, revenue growth, market share, and cost savings. Regularly assess the effectiveness of our AI avatars and digital consultants through customer feedback, surveys, and performance reviews.
By implementing this business strategy, we will leverage our AI avatars to simplify customer requests, reduce costs, and save time for implementation. Our digital consultants will serve customers, enhancing efficiency and delivering personalized content. Through accurate audience targeting, customer-centric experiences, and continuous innovation, we will strengthen our market competitiveness.
Marketing
The Company will begin its marketing program online where our potential customers are most probably able and willing to associate.
There is no assurance that we will be able to raise the entire $120,000 from the sale of stock by the Company under this offering. Therefore, the following details how we will use the proceeds if we raise only 75%, 50%, or 25% of this offering:
If 75% of this offering is sold, we estimate that this would provide sufficient capital to begin operations and develop our business plan. It may, however, place potential restraints on our ability
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to handle unforeseen expenses attributable to working capital needs and may require us to seek additional funding.
If only 50% of this offering is sold, we estimate that this would provide sufficient capital to commence with operation and development of the business plan, but we would only be able to spend approximately $7,000 on marketing for our services. Under this scenario, we estimate that we would be able to generate enough revenues to sustain our business. Should we be unable to generate sufficient revenues to sustain our business, we will have to find other sources of financing.
If we raise less than 50%, we will have difficulty in implementing our business plan. Our expenses would be prioritized in order of importance and would affect how we allocate funds for developing the business. If less than 50% is raised, we would be able to develop our website with fewer features and we would not be able to allocate any funds to advertising and marketing.
If only 25% of the Offering is sold, we would still incur expected professional (legal and accounting) fees, which will have to be paid to maintain reporting status during the next 12 months. We will not be able to apply sufficient funds to any other areas of developing our business, such as advertising and marketing, and would only provide a minimal amount to develop the website. This would seriously hinder the development of our business and our ability to generate revenues. We would not be able to develop the business and/or generate any revenues in the first year without additional financing.
Advertising
The company is committed to exploring efficient advertising methods to promote our website of digital avatars of consultants. Our approach involves identifying cost-effective channels, including relevant websites, social media networks, and digital advertising avenues. Thorough market research and data analysis will guide our decisions, ensuring maximum visibility while optimizing marketing expenditure. Furthermore, we will leverage SEO techniques to enhance our online presence and attract organic traffic.
Employees
IMA Tech is a company with only one employee, Ms. Liliia Havrykh, our President, CEO, Treasurer, Secretary, Director. The Company may consider hiring more employees if the need arises.
Offices
Our current office space is located at 34 N Franklin Ave 687, Pinedale, WY 82941, USA. Our telephone number is +12294614110.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with (i) our audited financial statement as of April 30, 2023, that appear elsewhere in this Prospectus. This Prospectus contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward- looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions of the forward -looking statements contained herein to reflect future events or developments. For information regarding risk factors that could have a material adverse effect on our business, refer to the Risk Factors section of this Prospectus beginning on page 10.
Going Concern
The future of our company is dependent upon its ability to obtain financing and upon future profitable operations from the sale of products and services through our websites. Management has plans to seek additional capital through a private placement and public offering of its Common Stock, if necessary. Our auditors have expressed a going concern opinion which raises substantial doubts about our ability to continue as a going concern.
Liquidity and Capital Resources
As of April 30, 2023, the Company had $16,000 in current assets. As of April 30, 2023, the company had $25,431 in liabilities and an accumulated deficit of $31.
Net cash used in operating activities for the year ended April 30, 2023, was $13,431.
Cash flows from financing activities for the year ended April 30, 2023 was $16,000.
The Company’s projected capital needs and its projected increase in expenses are based upon the Company’s estimation on its ability to follow the stages of development of its product application.
We anticipate that we will receive sufficient proceeds from investors through this offering, to continue operations for at least the next twelve months; however, there is no assurance that such proceeds will be received and there are no agreements or understandings currently in effect from any potential investors. It is anticipated that the Company will begin to receive revenues from operations in the coming year; however, since the Company has earned no revenues to date, it is difficult to anticipate what those revenues might be, if any. The Company relies solely on the funding provided by loans from Liliia Havrykh, our President, in accordance with the Loan Agreement between IMA Tech and Ms. Havrykh, dated March 29, 2023. There are no formal funding agreements between the Company and its President. Following the terms of the Loan Agreement, Liliia Havrykh will provide the Company with necessary funding for preparation and
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filing of the Form S-1 Registration Statement. The loans will also be used for funding the Company’s operations and will be provided on ‘as-needed’ basis. The total amount of such funds shall not exceed $90,000. We believe such loans will be sufficient for us to continue operations for the next 12 months. The Company will repay the loan amounts to the President with revenues it will generate upon launching of its application. No proceeds from the offering will be used to repay the loans.
The Use of Proceeds section includes a detailed description of the use of proceeds over the differing offering scenarios of 100%, 75%, 50% and 25%. As the Company’s expenses are relatively stable, unless additional sites are rolled out, the Company believes it can continue its present operations with projected revenues together with offering proceeds under any of the offering scenarios. The Company will consider raising additional funds through sales of equity, debt and convertible securities, if it is deemed necessary. The Company has no intention in investing in short-term or long-term discretionary financial programs of any kind.
Results of Operations
We have not generated any revenue since inception on March 29, 2023.
Total expenses for the year ended April 30, 2023 were $31, made up of bank service charges.
The company recorded a net loss of $31 for the year ended April 30, 2023.
Our independent registered public accounting firm has expressed a going concern opinion which raises substantial doubts about our ability to continue as a going concern. Due to the limited nature of the Company’s operations to date, the Company does not believe that past performance is any indication of future performance. The impact on the Company’s revenues of recognized trends and uncertainties in our market will not be recognized until the Company has had sufficient operations to provide a baseline.
Off-Balance Sheet Arrangements
We do not have any 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 that are material to investors.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
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We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Impairment of Long-Lived Assets. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the future net cash flows expected to be generated by such assets. If such assets are impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the discounted expected future net cash flows from the assets.
Loss Per Common Share. Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for Common Stock equivalents. As of April 30, 2023, there were no share equivalents outstanding.
OUR MANAGEMENT
| Name | Age | Position |
| Liliia Havrykh | 26 | President, CEO, Treasurer, Secretary, Director |
Directors, Executive Officers, Promoters and Control Persons
Liliia Havrykh, President, CEO, Treasurer, Secretary, and Director
Ms. Liliia Havrykh has served as President, CEO, Treasurer, Secretary, and Director since the Company’s inception on March 29, 2023. Ms. Havrykh is a highly accomplished business executive with a diverse background in operations, logistics, and administration. She began her career as an Operations Coordinator and gained valuable experience in customer service, event planning, and marketing. Liliia Havrykh then went on to work as Logistics Operations Manager at SLS Logistics Company, where she honed her skills in supply chain management, logistics coordination, and customer relations. Ms. Havrykh holds a degree from Railway University's Economics Faculty in Izmail City, Ukraine.
Liliia Havrykh owns 100% of the outstanding shares of our Common Stock. Ms. Havrykh, our President and sole director, will be devoting all her time needed for planning and organizing activities for IMA Tech.
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During the past ten years, Ms. Havrykh has not been the subject to any of the following events:
1. Any bankruptcy petition filed by or against any business of which Liliia Havrykh 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 Ms. Havrykh 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 violate 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.
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Executive Compensation
Summary Compensation Table
|
Name and Principal Position |
Period |
Salary ($) |
Bonus ($) |
Stock Awards ($) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
All Other Compensation ($) |
All Other Compensation ($) |
Total ($) |
|
Liliia Havrykh President, CEO, Treasurer, Secretary, Director |
March 29, 2023 to April 30, 2023 |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
-0- |
There are no current employment agreements between the Company and its Officer.
Ms. Liliia Havrykh currently devotes restricted amount of time to our operations. She 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.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Principal Stockholders, Directors, Nominees and Executive Officers and
Related Stockholder Matters.
The following table sets forth, as of April 30, 2023, certain information with respect to the beneficial ownership of shares of our Common Stock by: (i) each person known to us to be the beneficial owner of more than five percent (5%) of our outstanding shares of Common Stock, (ii) each director or nominee for director of our Company, (iii) each of the executives, and (iv) our directors and executive officers as a group. Unless otherwise indicated, the address of each shareholder is c/o our company at our principal office address:
| Beneficial Owner | Address | Number of Shares | Owned Percent of Class |
| Liliia Havrykh | 34 N Franklin Ave 687, Pinedale, WY 82941, United States | 4,000,000 | 100% |
(*) Beneficial ownership is determined in accordance with the rules of the SEC which generally attribute
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beneficial ownership of securities to persons who possess sole or shared voting power and/or investment power with respect to those securities.
Unless otherwise indicated, voting and investment power are exercised solely by the person named above or shared with members of such person’s household. This includes any shares such person has the right to acquire within 60 days.
(**) Percent of class is calculated on the basis of the number of fully diluted shares outstanding on April 30, 2023 (4,000,000).
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
It is our practice and policy to comply with all applicable laws, rules and regulations regarding related person transactions, including the Sarbanes-Oxley Act of 2002. A related person is an executive officer, director or more than 5% stockholder of IMA Tech, including any immediate family members, and any entity owned or controlled by such persons. Our Board of Directors (excluding any interested director) is charged with reviewing and approving all related-person transactions, and a special committee of our Board of Directors is established to negotiate the terms of such transactions. In considering related-person transactions, our Board of Directors considers all relevant available facts and circumstances.
Director Independence
Our board of directors is currently composed of one member Ms. Liliia Havrykh, and she does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market (the Company has no plans to list on 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 Liliia Havrykh that no relationships exist 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 directors and us regarding our director's business and personal activities and relationships as they may relate to us and our management.
Related Party Transactions
As of April 30, 2023, the CEO and sole director of the Company advanced $12,031 to the Company. This loan is for working capital purposes and is unsecured, interest-free, and has no fixed payment terms other than the maturity date of March 29, 2028.
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On April 27, 2023, the Company issued 4,000,000 shares of its Common Stock at $0.001 per share for total proceeds of $4,000 received from its CEO and sole director.
DESCRIPTION OF CAPITAL STOCK
Authorized and Issued Stock Number of Shares on April 30, 2023.
| Title of Class | Authorized | Outstanding |
| Common Stock, $0.001 par value per share | 75,000,000 | 4,000,000 |
Common Stock
Dividends. Each share of Common Stock is entitled to receive an equal dividend, if one is declared, which is unlikely. We have never paid dividends on our Common Stock and do not intend to do so in the foreseeable future. We intend to retain any future earnings to finance our growth. See Risk Factors.
Liquidation. If our company is liquidated, any assets that remain after the creditors are paid, and the owners of preferred stock receive liquidation preferences, any remainder will be distributed to the owners of our Common Stock pro-rata.
Voting Rights. Each share of our Common Stock entitles the owner to one vote. There is no cumulative voting. A simple majority can elect all of the directors at a given meeting and the minority would not be able to elect any directors at that meeting.
Preemptive Rights. Owners of our Common Stock have no preemptive rights. We may sell shares of our Common Stock to third parties without first offering it to current stockholders.
Redemption Rights. We do not have the right to buy back shares of our Common Stock except in extraordinary transactions such as mergers and court approved bankruptcy reorganizations. Owners of our Common Stock do not ordinarily have the right to require us to buy their Common Stock. We do not have a sinking Company to provide assets for any buy back.
Conversion Rights. Shares of our Common Stock cannot be converted into any other kind of stock except in extraordinary transactions, such as mergers and court approved bankruptcy reorganizations.
Limitations on Stockholder Actions
Our officer and director is indemnified as provided by the Wyoming Revised Statutes and by our Bylaws.
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The Corporation may purchase and maintain insurance in a reasonable amount on behalf of any person who is or was a director, officer, agent, or employee of the Corporation against liability asserted against or incurred by such person in such capacity or arising from such person’s status as such.
Subject to applicable statute, any person made or threatened to be made a party to any action, suit, or proceeding, by reason of the fact that he or she is or was a director, officer, agent, or employee of the Corporation, shall be indemnified by the Corporation against the reasonable expenses, including attorney’s fees, actually and necessarily incurred by him or her in connection with such an action, suit, or proceeding. Notwithstanding the foregoing, no indemnification shall be made by the Corporation of judgment or other final determination establishes that the potential indemnification’s acts were committed in bad faith or were the result of active or deliberate fraud or dishonesty or clear and gross negligence.
PLAN OF DISTRIBUTION
We are registering 4,000,000 shares of our Common Stock for sale at the price of $0.03 per share.
This is a self-underwritten offering. Ms. Liliia Havrykh, our President, Treasurer, Secretary and Director, will sell the shares directly to family members, friends, business associates and close acquaintances, with no commission or other remuneration payable. There are no plans or arrangements to enter into any contracts or agreements to sell the shares with a broker or dealer. In offering the securities on our behalf, she will rely on the safe harbor from broker dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934. Ms. Liliia Havrykh will not register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1, which sets forth those conditions, as noted herein, under which a person associated with an Issuer may participate in the offering of the Issuer’s securities and not be deemed to be a broker-dealer:
| 1. | Our President, CEO, Treasurer, Secretary, 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 her participation; and, |
2. Our President, CEO, Treasurer, Secretary, Director will not be compensated in connection with her participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities; and
3. Our President, CEO, Treasurer, Secretary, Director is not, nor will she be at the time of her participation in the offering, an associated person of a broker-dealer; and
4. Our President, CEO, Treasurer, Secretary, Director meets the requirements of paragraph (a)(4)(ii) of Rule 3a4-1 of the Exchange Act, in that she (A) primarily perform, or intend 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) she is not a broker or dealer, or been an 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
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other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii). Under Paragraph 3a4-1(a)(4)(iii), our President, CEO, Treasurer, Secretary, Director must restrict her participation to any one or more of the following activities:
· Preparing any written communication or delivering such communication through the mails or other means that does not involve oral solicitation by her of a potential purchaser; provided, however, that the content of such communication is approved by our President, CEO, Treasurer, Secretary, Director;
· Responding to inquiries of a potential purchaser in a communication initiated by the potential purchaser; provided, however, that the content of such responses are limited to information contained in a registration statement filed under the Securities Act of 1933 or other offering document; or
· Performing ministerial and clerical work involved in effecting any transaction.
Ms. Liliia Havrykh does not intend to purchase any shares in this offering.
This offering is self-underwritten, which means that it does not involve the participation of an underwriter or broker, and as a result, no broker for the sale of our securities will be used. In the event a broker-dealer is retained by us to participate in the offering, we must file a post-effective amendment to the registration statement to disclose the arrangements with the broker-dealer, and that the broker-dealer will be acting as an underwriter and will be so named in the Prospectus. Additionally, FINRA must approve the terms of the underwriting compensation before the broker-dealer may participate in the offering.
To the extent required under the Securities Act, a post-effective amendment to this registration statement will be filed disclosing the name of any broker-dealers, the number of shares of Common Stock involved, the price at which the Common Stock is to be sold, the commissions paid or discounts or concessions allowed to such broker-dealers, where applicable, that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this Prospectus and other facts material to the transaction.
We are subject to applicable provisions of the Exchange Act and the rules and regulations under it, including, without limitation, Rule 10b-5 and a distribution participant under Regulation M. All of the foregoing may affect the marketability of the Common Stock.
All expenses of the registration statement including, but not limited to, legal, accounting, printing and mailing fees are and will be borne by us.
Penny Stock Regulations
You should note that our stock is a penny stock. The SEC has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions.
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Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market.
The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these 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 level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our Common Stock.
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 IMA Tech. The Company will deliver stock certificates attributable to shares of Common Stock purchased directly to the purchasers.
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 funds from rejected subscriptions will be immediately returned to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected by mail notification within 48 hours upon receipt.
OTC Considerations
We intend to apply to have our stock traded on the OTC. The company’s shares may never be quoted on the OTC listed on an exchange.
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The OTC is separate and distinct from the NASDAQ stock market and other stock exchanges. NASDAQ has no business relationship with issuers of securities quoted on the OTC Electronic Bulletin Board. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTC. Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for not meeting those standards, the OTC has no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files. FINRA cannot deny an application by a market maker to quote the stock of a company. The only requirement for inclusion in the OTC is that the issuer be current in its reporting requirements with the SEC.
Investors must contact a broker-dealer to trade OTC securities. Investors do not have direct access to the bulletin board service. For bulletin board securities, there only has to be one market maker. Bulletin board transactions are conducted almost entirely manually. Because there are no automated systems for negotiating trades on the bulletin board, they are conducted via telephone. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders — an order to buy or sell a specific number of shares at the current market price — it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution.
Because bulletin board stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
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 Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a directors, officers or controlling person of the small business issuer 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 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 Securities Act and will be governed by the final adjudication of such issue.
LEGAL OPINION
Haddan & Zepfel LLP, Newport Beach, California, will pass upon the validity of the securities offered in this Prospectus.
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EXPERTS
The financial statements included in this Prospectus for the period from inception (March 29, 2023) to April 30, 2023 have been audited by Mac Accounting Group & CPAs, LLP, an independent registered public accounting firm, to the extent and for the periods set forth in their report appearing elsewhere herein and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
INTERESTS OF NAMED EXPERTS AND COUNSEL
No experts or counsel to the company have any shares or other interests in IMA Tech.
LEGAL PROCEEDINGS
The issuer is not party to any pending material legal proceedings.
ADDITIONAL INFORMATION
We will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and will file reports, proxy statements and other information with the SEC. These reports, proxy statements and other information may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549 and at the SEC’s regional offices located at the Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and 233 Broadway, New York, New York 10279. You can obtain copies of these materials from the Public Reference Section of the SEC upon payment of fees prescribed by the SEC. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC- 0330. The SEC’s Web site contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of that site is http://www.sec.gov.
We have filed a Registration Statement on Form S-1 with the SEC under the Securities Act of 1933, as amended, with respect to the securities offered in this Prospectus. This Prospectus, which is filed as part of a Registration Statement, does not contain all of the information set forth in the Registration Statement, some portions of which have been omitted in accordance with the SEC’s rules and regulations. Statements made in this Prospectus as to the contents of any contract, agreement or other document referred to in this Prospectus are not necessarily complete and are qualified in their entirety by reference to each such contract, agreement or other document which is filed as an exhibit to the Registration Statement. The Registration Statement may be inspected without charge at the public reference facilities maintained by the SEC, and copies of such materials can be obtained from the Public Reference Section of the SEC at prescribed rates.
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IMA TECH
Audited Financial Statements
From Inception on March 29, 2023 through April 30, 2023
INDEX TO AUDITED FINANCIAL STATEMENTS
| Report of Independent Registered Public Accounting Firm | F-1 |
| Balance Sheet | F-2 |
| Statement of Operations | F-3 |
| Statement of Changes in Stockholder’s Equity (Deficit) | F-4 |
| Statement of Cash Flows | F-5 |
| Notes to the Financial Statements | F-6 |
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders of
IMA Tech
Opinion on the Financial Statements
We have audited the accompanying balance sheet of IMA Tech as of April 30, 2023 and the related statements of operations, changes in stockholders’ equity (deficit), and cash flows for the period from inception on March 29, 2023 through April 30, 2023 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of IMA Tech as of April 30, 2023, and the results of its operations and its cash flows for the period from inception on March 29, 2023 through April 30, 2023, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 2 to the financial statements, the entity not yet commenced operations or generated any revenue and has incurred a net loss from operations that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to IMA Tech in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. IMA Tech is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ Mac Accounting Group & CPAs, LLP
We have served as IMA Tech’s auditor since 2023.
Midvale, Utah
July 17, 2023
F-1
IMA TECH
BALANCE SHEET
| April 30, 2023 | |||||
| ASSETS | |||||
| Current Assets | |||||
| Сash | 16,000 | ||||
| Total Current Assets | 16,000 | ||||
| Other Assets | |||||
| Intangible Assets | 13,400 | ||||
| Total Other Assets | 13,400 | ||||
| TOTAL ASSETS | 29,400 | ||||
| LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT) | |||||
| Liabilities | |||||
| Current Liabilities | |||||
| Accounts Payable | 13,400 | ||||
| Loan from Related Parties | 12,031 | ||||
| Total Current Liabilities | 25,431 | ||||
| Total Liabilities | 25,431 | ||||
| Stockholders’ Equity (Deficit) | |||||
| Common Stock | 4,000 | ||||
| Net Loss | (31) | ||||
| Total Stockholders’ Equity (Deficit) | 3,969 | ||||
| TOTAL LIABILITIES & STOCKHOLDER`S EQUITY (DEFICIT) | 29,400 | ||||
The accompanying notes are an integral part of these financial statements.
F-2
IMA TECH
STATEMENT OF OPERATIONS
|
From Inception on March 29, 2023 through April 30, 2023
| |
| Revenue | - |
| Operating Expenses | |
| Bank Service Charges | 31 |
| Total operating expenses | 31 |
|
Net Loss from Operations |
(31) |
| Other Income | - |
| Provision for Income Taxes | - |
|
Net Loss |
(31) |
| Loss per common share – Basic & Diluted | - |
| Weighted Average Number of Common Shares Outstanding-Basic & Diluted | 4,000,000 |
The accompanying notes are an integral part of these financial statements.
F-3
IMA TECH
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
| Common Stock |
Additional Paid-in- Capital |
Accumulated Deficit |
Total Stockholders’ Equity (Deficit) | ||||||
| Shares | Amount | ||||||||
| Balance as of March 29, 2023 (inception) | - | $ | - | $ | - | $ | - | $ | - |
| Shares issued for cash | 4,000,000 | 4,000 | 4,000 | ||||||
| Net Loss | - | - | - | (31) | (31) | ||||
| Balance as of April 30, 2023 | 4,000,000 | $ | 4,000 | $ | - | $ | (31) | $ | 3,969 |
The accompanying notes are an integral part of these financial statements.
F-4
IMA TECH
STATEMENTS OF CASH FLOWS
| From Inception on March 29, 2023 through April 30, 2023 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||
| Net Loss | $ | (31) | |||||
| Adjustments to reconcile Net Income to net cash provided by operations: |
|
||||||
| Accounts Payable | 13,400 | ||||||
| Net cash used in Operating Activities | 13,369 | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||
| Purchases of Intangible Assets | (13,400)
|
||||||
| Net cash used in Investing Activities | (13,400) | ||||||
| CASH FLOWS FINANCING ACTIVITIES | |||||||
| Capital Stock | 4,000 | ||||||
| Director's Loan | 12,031 | ||||||
| Net cash provided by from Financing Activities | 16,031 | ||||||
| Net cash increase for period | 16,000 | ||||||
| Cash at beginning of period | - | ||||||
| Cash at end of period | $ | 16,000 | |||||
The accompanying notes are an integral part of these financial statements.
F-5
IMA TECH
NOTES TO THE FINANCIAL STATEMENTS
As of April 30, 2023
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
IMA Tech (“the Company”) was incorporated under the laws of the State of Wyoming, U.S. on March 29, 2023 (Inception). IMA Tech is to provide customers with a more immersive experience by simplifying the process of fulfilling their requests using AI-driven avatars.
NOTE 2 - GOING CONCERN
The financial statements were prepared on a going concern basis that the Company will be able to settle its obligations and make use of its assets in the ordinary course of business in the foreseeable future. However, IMA Tech has not yet commenced operations or generated any revenue and has incurred a cumulative loss of $31 since its inception (March 29, 2023) through April 30, 2023, and further losses are anticipated in the development of its business. As a result, there is substantial doubt about the Company's ability to operate as a going concern.
The Company's capacity to operate as a going concern is reliant on its ability to generate profitable operations in the future and/or secure the required funding to meet its obligations and settle liabilities resulting from standard business operations when they become due. Management plans to finance operational expenses for the next twelve months by using available cash on hand, as well as loans from directors and/or a private offering of Common Stock.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company has adopted an April 30 fiscal year-end.
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.
Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent that the funds are not being held for investment purposes. As of April 30, 2023, our cash balance was $16,000.
Intangible Assets
The company recognizes and discloses certain intangible assets in its financial statements, in accordance with ASC Subtopic 350-40, Internal-Use Software-Computer Software Developed or Obtained for Internal Use, and ASC Subtopic 360-10. ASC 350-40-15-2A describes internal-use software as having both of the following characteristics:
a. The software is acquired, internally developed, or modified solely to meet the entity’s internal needs.
b. During the software’s development or modification, no substantive plan exists or is being developed to market the software externally.
ASC Subtopic 350-40 requires assets to be recorded at the cost to develop the asset and requires an intangible asset to be amortized over its useful life
We have accounted for capitalized expenses related to the development of our website, totaling $13,400. These costs are being amortized over a period of 5 years, resulting in an annual amortization expense of $2,680. For the year ended April 30, 2023, we recorded amortization expenses of $0 as the website was completed on April 28, 2023.
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 fair value due to their short-term maturity.
Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.
Income Taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Revenue Recognition
The Company will recognize revenue in accordance with Accounting Standards Codification No. 606, "Revenue from Contracts with Customers" ("ASC-606"). ASC 606 directs entities to recognize revenue when the promised goods or services are transferred to the customer. The amount of revenue recognized should equal the total consideration an entity expects to receive in return for the goods or services. The Financial Accounting Standards Board (FASB) created a five-step approach that entities should apply when determining the amount and timing of revenue recognition:
Step 1: Identify the contract with a customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation
Basic Income (Loss) Per Share
The Company computes earnings (loss) per share in accordance with ASC 260-10-45 Earnings per Share, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to Common Stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.
Dividends
The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the period presented.
Recent Accounting Pronouncements
The Company has reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements, and does not believe any of these pronouncements will have a material impact on the Company.
NOTE 4 – COMMON STOCK
The Company has 75,000,000 common shares authorized with a par value of $ 0.001 per share. On April 27, 2023, the Company issued 4,000,000 shares of its Common Stock at $0.001 per share for total proceeds of $4,000. As of April 30, 2023, the Company had 4,000,000 shares issued and outstanding.
NOTE 5 – RELATED PARTY TRANSACTIONS
To support the Company's financial needs, it may obtain advances from related parties until such time that it can sustain its operations or secure sufficient funding through the sale of its equity or traditional debt financing. Shareholders or directors have not made a written commitment for continued support, and the amounts involved represent advances or payments made to settle liabilities or pay for operations.
As of April 30, 2023, the CEO and sole director of the Company advanced $12,031 to the Company. This loan is for working capital purposes and is unsecured, interest-free, and has no fixed payment terms other than the maturity date of March 29, 2028.
On April 27, 2023, the Company issued 4,000,000 shares of its Common Stock at $0.001 per share for total proceeds of $4,000 received from its CEO and sole director.
NOTE 6- COMMITMENTS AND CONTINGENCIES
Litigation
The Company was not subject to any legal proceedings from the period March 29, 2023 (Inception) to April 30, 2023, and no legal proceedings are currently pending or threatened to the best of our knowledge.
NOTE 7 – SUBSEQUENT EVENTS
In accordance with ASC 855, “Subsequent Events”, the Company has evaluated subsequent events from April 30, 2023 through July 17, 2023, the date the financial statements were issued, and has determined that there are no items to disclose.
F-6
PART II — INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the expenses expected to be incurred in connection with the issuance and distribution of the securities being registered (also included in the Use of Proceeds table).
| SEC Registration Fee | $14 |
| Legal Fees and Expenses | $1,500 |
| Accounting Fees and Expenses* | $8,500 |
| EDGAR Fees | $1,000 |
| Transfer Agent Fees | $1,000 |
| Miscellaneous* | $400 |
| Total | $12,414 |
* Estimated
The Issuer will pay all fees and expenses associated with this offering.
Item 14. Indemnification of Directors and Officers
Our officers and directors are indemnified as provided by the Wyoming Revised Statutes and by our Bylaws.
Under the Wyoming Revised Statutes, director immunity from liability to a company or its stockholders for monetary liabilities applies automatically unless it is specifically limited by a company’s Articles of Incorporation. Our Articles of Incorporation do not specifically limit our directors’ immunity. Excepted from that immunity are: (a) a willful failure to deal fairly with the company or its stockholders in connection with a matter in which the director has a material conflict of interest; (b) a violation of criminal law, unless the director had reasonable cause to believe that his conduct was lawful or no reasonable cause to believe that his conduct was unlawful; (c) a transaction from which the director derived an improper personal profit; and (d) willful misconduct.
Our Bylaws provide that we will indemnify our president and director to the fullest extent not prohibited by Wyoming law; provided, however, that we may modify the extent of such indemnification by individual contracts with our president and director; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding, or part thereof, initiated by such person unless such indemnification:
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(a) is expressly required to be made by law, (b) the proceeding was authorized by our Board of Directors, (c) is provided by us, in our sole discretion, pursuant to the powers vested in us under Wyoming law or (d) is required to be made pursuant to the Bylaws.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and control persons pursuant to the foregoing provisions or otherwise, we have been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy, and is, therefore, unenforceable.
Item 15. Recent Sales of Unregistered Securities
Since inception, the Registrant has sold the following securities that were not registered under the Securities Act of 1933, as amended.
| Name and Address | Date | Shares | Consideration |
| Liliia Havrykh | April 27, 2023 | 4,000,000 | $4,000 |
Item 16. Exhibits
| Exhibit Number | Exhibit Description |
| 3.1 | Articles of Incorporation of IMA Tech dated March 29, 2023 |
| 3.2 | Bylaws dated March 29, 2023 |
| 5.1 | Opinion of Counsel |
| 23.1 | Consent of Auditor |
| 10.1 | Loan Agreement dated March 29, 2023 |
| 99.1 | Subscription Agreement |
| 107 | Calculation of Filing Fee Tables |
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
- To file, during any period in which offers or sales of securities are being made, a post-effective amendment to this registration statement to:
(i) Include any Prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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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.
(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;
- 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.
| 2. | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| 3. | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(i) If the registrant is subject to Rule 430C, each Prospectus filed pursuant to Rule 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.
- 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
59
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 our securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized at 34 N Franklin Ave 687, Pinedale, WY 82941, USA on July 17, 2023.
IMA Tech
By: /s/ Liliia Havrykh
Liliia Havrykh, President, Secretary, Treasurer, CEO, Principal Executive Officer, Principal Financial and Accounting Officer, Director
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated, on July 17, 2023.
IMA Tech
By: /s/ Liliia Havrykh
Liliia Havrykh, President, Secretary, Treasurer, CEO, Principal Executive Officer, Principal Financial and Accounting Officer, Director
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CORPORATE BYLAWS
of
Ima Tech
ARTICLE I
Company Formation
| 1.01. | FORMATION. This Corporation is formed pursuant to the the laws of the State of Wyoming . |
| 1.02. | CORPORATE CHARTER COMPLIANCE. The Board of Directors (the “Board”) acknowledges and agrees that they caused Articles of Incorporation to be filed with the relevant state authority and all filing fees have been paid and satisfied. |
| 1.03. | REGISTERED OFFICE & REGISTERED AGENT. The registered office of the corporation shall be as stated in the Articles of Incorporation, unless amended. The address of the registered office may be changed from time to time. The Corporation must maintain a statement of acceptance from the Corporation’s current registered agent. |
| 1.04. | OTHER OFFICES. The Corporation may have other offices as selected by the Board. |
| 1.05. | CORPORATE SEAL. The Board may adopt a corporate seal with the form and inscription of their choosing. The adoption and use of a corporate seal is not required. |
| 1.06. | PURPOSE. This Corporation is formed to engage in any lawful business purpose. |
| 1.07. | ADOPTION OF BYLAWS. These corporate bylaws are adopted on behalf of the Corporation. |
ARTICLE 2
Board of Directors
| 2.01. | INITIAL MEETING OF THE BOARD. The Board has conducted and completed the initial meeting necessary to begin the business operations of the Corporation, including the adoption of these Bylaws. |
| 2.02. | POWERS AND NUMBERS. The management of all the Corporation’s affairs, property, and interests shall be managed by or under the direction of the Board. The Board of the Corporation shall be comprised of the number of directors listed in the Articles of Incorporation, unless expressly altered by these Bylaws. The Board consists of members who are elected for a term of one (1) year, and hold office until their successors are duly elected and qualified at the following annual shareholder meeting. Directors need not be shareholders or residents of the state in which the Corporation was formed. |
| 2.03. | DIRECTOR LIABILITY. Each director is required, individually and collectively, to act in good faith, with reasonable and prudent care, and in the best interest of the Corporation. If a director acts in such a manner, then they shall be immune from liability arising from official acts on behalf of the Corporation. |
Directors who fail to comply with this section of these Bylaws shall be personally liable to the Corporation for any improper distributions and as may otherwise be described in these Bylaws.
| 2.04. | CLASSES OF DIRECTORS. Until such time as these Bylaws are accordingly amended, the Corporation does not have classes of directors, and does not elect to have staggered terms. |
| 2.05. | CHANGE OF NUMBER. The number of directors may be increased or decreased at any time by amendment of these Bylaws, pursuant to the process outlined in Article 10 of these Bylaws. A decrease in number does not have the effect of shortening the term of any incumbent director. In the event the established number of directors is decreased, the directors shall hold their positions until the next shareholder meeting occurs and new directors are elected and qualified. |
| 2.06. | ELECTION & REMOVAL OF DIRECTORS. Directors are to be voted on and elected at each annual shareholder meeting, unless a special meeting is expressly called to remove a director and/or fill a vacancy. Any member(s) of the Board, including the entire Board, may be removed by an affirmative vote by the holders of a majority of shares entitled to vote at any meeting of shareholders called expressly for that purpose. In the event that a director is elected, but is not yet qualified to hold office, then the previous director shall holdover until such time that the newly elected director is so qualified. |
| 2.07. | VACANCIES. All vacancies in the Board may be filled by the affirmative vote of a majority of the remaining directors, provided that any such director who fills a vacancy is qualified to be a director and shall only hold the office until a new director is elected by the shareholders at the next meeting of the shareholders. Any vacancy to be filled due to an increase in the number of directors may be filled by the Board for a term lasting until the next annual election of directors by the shareholders at the annual meeting or a special meeting called for the purpose of electing directors. Any director elected by the shareholders to fill a vacancy which results from the removal of a director shall serve the remainder of the annual term of the removed director and until a successor is elected by the shareholders and qualified. |
Any director who fills a vacancy on the Board shall not be considered unqualified or disqualified solely by virtue of being an interim director.
| 2.08. | REGULAR MEETINGS. The meetings of the Board or any committee may be held at the Corporation’s principal office or at any other place designated by the Board or its committee, including by means of remote communication. The annual meeting of the Board will be held without notice immediately after the adjournment of the annual meeting of shareholders. |
| 2.09. | SPECIAL MEETINGS. Special meetings of the Board may be held at any place and at any time and may be called by the Chairman of the Board, the President, Vice President, Secretary, or Treasurer, or at least two directors. Any special meeting of the Board must be preceded by at least forty-eight hours' notice of the date, time, place, and purpose of the meeting, unless these Bylaws require otherwise. |
| 2.10. | ACTION BY DIRECTORS WITHOUT A MEETING. Any action which may be taken at a meeting of the Board, or its committee, may be taken without a meeting, provided all directors or committee members unanimously agree, and such unanimous consent is filed with the minutes of the proceeding and sets forth the action taken taken by the Board. |
| 2.11. | NOTICE OF MEETINGS. The regular meetings of the Board shall be held without notice of the date, time, place, or purpose of the meeting, provided the meeting of the Board follows the adjournment of the annual shareholder meeting. Notice may be given personally, by facsimile, by mail, or in any other lawful manner, so long as the method for notice comports with Article 8 of these Bylaws. Oral notification is sufficient only if a written record of the notice is included in the Corporation's minute book. Notice is effective at the earliest of: |
| a. | Receipt; |
| b. | Delivery to the proper address or telephone number of the director(s) as shown in the Corporation's records; or |
| c. | Five days after its deposit in the United States mail, as evidenced by the postmark, if correctly addressed and mailed with first-class postage prepaid. |
| 2.12. | QUORUM. A simple majority of the Board constitutes a quorum, and a quorum is necessary at all meetings to constitute a quorum to transact business. |
| 2.13. | DIRECTORS, MANNER OF ACTING. The act of the majority of the Board present at a meeting at which a quorum is present when the vote is taken shall be the act of the Board unless the Articles of Incorporation require a greater percentage. |
| 2.14. | WAIVER OF NOTICE. A director waives the notice requirement if that director attends or participates in the meeting, unless a director attends for the express purpose of promptly objecting to the transaction of any business because the meeting was not lawfully called or convened. A director may waive notice by a signed writing, delivered to the Corporation for inclusion in the minutes before or after the meeting. |
| 2.15. | REGISTERING DISSENT. A director who is present at a meeting at which an action on a corporate matter is taken is presumed to have assented to such action, unless the director expressly dissents to the action. A valid dissent must be entered in the meeting’s minutes, filed |
with the meeting’s acting Secretary before its adjournment, or forwarded by registered mail to the Corporation’s Secretary within twenty-four (24) hours after the meeting’s adjournment. These options for dissent do not apply to a director who voted in favor of the action or failed to express such dissent at the meeting.
| 2.16. | EXECUTIVE AND OTHER COMMITTEES. The Board may create committees to delegate certain powers to act on behalf of the Board, provided the Board passes a resolution indicating such creation or delegation. The Board may delegate to a committee the power to appoint directors to fill vacancies on the Board. All committees must record regular minutes of their meetings and keep the minute book at the corporation’s office. The creation or appointment of a committee does not relieve the Board or its members from their standard of care described in Section 2.03 of these Bylaws. |
Notwithstanding the power to create committees, no committee may be empowered to issue shares, recommend shareholder actions, nor amend these Bylaws.
| 2.17. | REMUNERATION. The Board may adopt a resolution which results in directors being paid a reasonable compensation for their services rendered as directors of the Corporation. Directors may also be paid a fixed sum and expenses, if any, for attendance at each regular or special meeting of such Board. Nothing contained in these Bylaws precludes a director from receiving compensation for serving the Corporation in any other capacity, including any services rendered as an officer or employee. If the Board accordingly passes a resolution, then committee members may be allowed like compensation for attending committee meetings. |
A resolution of the Board that grants compensation to a director may be challenged by a shareholder, provided the shareholder requests a special shareholder meeting specifically addressing the resolution related to director compensation. Any Board resolution that relates to director compensation can be overturned by a majority vote of shareholders.
| 2.18. | LOANS. The Corporation may not make loans to the directors, unless first approved by the holders of two-thirds of the voting shares. The Corporation may not make loans secured by its own shares. |
| 2.19. | ADVANCE EXPENSE. The Corporation shall pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding which arises from the business operations of the Corporation. |
| 2.20. | INDEMNIFICATION. Provided the director complies with the standard of care described in Section 2.03 of these Bylaws, the Corporation shall indemnify any director made a party to a proceeding, brought or threatened, as a consequence of the director acting in their official capacity. |
| 2.21. | ACTION OF DIRECTORS BY COMMUNICATIONS EQUIPMENT. Any action which may be taken at a meeting of the Board, or a committee, may be taken by means of a telephone or video conference or similar communications equipment which allows all persons |
participating in the meeting to hear each other at the same time. A director participating in a meeting by this means is deemed to be present in person at the meeting.
ARTICLE 3
Shares
| 3.01. | AUTHORITY TO ISSUE. The Corporation is authorized to issue any class of shares or securities convertible into shares of any class. Before any shares of the Corporation may be issued, the Board must pass a resolution which authorizes the issuance, sets the minimum consideration for the shares or security (or a formula to determine the minimum consideration), and fairly describes any non-monetary consideration. The authorized number of shares shall be as listed in the Corporation’s Articles of Incorporation. |
| 3.02. | RESTRICTIONS. Shares may only be issued in accordance with the Corporation’s Articles of Incorporation, and through the process described in these Bylaws. Any issuance of shares in excess of the amount described in the Articles of the Corporation must be authorized by the Board and approved by the affirmative vote by a majority of shareholders. Any restriction on the transferability of shares shall be fully furnished to the shareholder, upon shareholder request, and without any charge to the shareholder. |
No shareholder has a preemptive right to subscribe to any subsequent or additional issuance of shares.
| 3.03. | SHARE CERTIFICATES. The Corporation need not provide shareholders any share certificates that certify the shares of the Corporation’s shares held by the shareholder. Consequently, the Board may authorize the issuance of some or all shares of any class or series of shares without certificates, provided that the Board shall provide to a shareholder, upon that shareholder’s request, a written statement that contains the information required to be on share certificates. |
If share certificates are issued, then each share certificate must contain on its face:
| a. | The name and state of formation of the Corporation; |
| b. | The name of the shareholder (or person to whom the shares are issued); |
| c. | The class of shares and the number of shares it represents; |
| d. | The signature of the president, vice president, chief executive officer, chief operating officer, chief financial officer, chairman of the Board, or vice-chairman of the Board; and |
| e. | The counter signature of the Secretary, assistant secretary, treasurer, assistant treasurer, or any other officer. |
For the sake of clarity, in the event that an individual serves multiple roles within the Corporation, that person cannot countersign any document which that person has already signed in their official or individual capacity. If an officer who has signed or whose facsimile signature appears on any share certificate ceases to be an officer before the certificate is issued to the
shareholder, it may be issued by the Corporation and is valid as if the person were an officer on the date of issuance. The certificate may be sealed with the Corporation’s seal.
| 3.04. | MUTILATED, LOST, OR DESTROYED CERTIFICATES. In the instance of any mutilation, loss, or destruction of any share certificate, another may be issued in its place on proof of such mutilation, loss or destruction. The Board may impose conditions on such issuance and may require the giving of a satisfactory bond or indemnity to the Corporation. The Board may establish other procedures as they deem necessary. |
| 3.05. | FRACTIONAL SHARES OR SCRIP. The Corporation may: |
| a. | Issue fractions of a share which entitle the holder to exercise voting rights, to receive dividends, and to participate in any of the Corporation’s assets in the event of liquidation; |
| b. | Arrange for the disposition of fractional interests by those entitled thereto; |
| c. | Pay the fair market value, in cash, of fractions of a share as of the time when those entitled to receive such shares are determined; or |
| d. | Issue scrip in a form which entitles the holder to receive a certificate for the full share upon surrender of such scrip aggregating a full share. |
| 3.06. | TRANSFER. So long as there is no transferability restriction on the shares, as described in Section 3.02 of these Bylaws, the shares of the Corporation are freely transferable. Transfers of shares must be made upon the corporation’s share transfer books. Share transfer books shall be kept in the manner described in Article 7 of these Bylaws. |
Before a new certificate is issued, the old certificate must be surrendered for cancellation. The Board may, by resolution, open a share register in any state of the United States, and may employ an agent or agents to keep such register, and to record transfers or shares therein.
| 3.07. | REGISTERED OWNER. The Corporation shall recognize an individual as the registered owner of given shares, provided that individual is determined as the shareholder of record by the record date as set out in Sections 4.08 and 4.09 of these Bylaws. Shareholders may agree to confer the right to vote or represent their shares to third parties, including trustees, proxies, or fiduciaries. The Board may resolve to adopt a procedure by which a shareholder of the Corporation may certify in writing to the Corporation that all or a portion of the shares registered in the shareholder’s name are held for the account of a specified person or persons. The resolution must set forth: |
| a. | The classification of shareholders who may certify; |
| b. | The purpose or purposes for which the certification may be made; |
| c. | The form of certification and information to be contained therein; |
| d. | If the certification is with respect to a record date or closing of the share transfer books, the date within which the certification must be received by the Corporation; and |
| e. | Other provisions with respect to the procedure as are deemed necessary or desirable. |
Upon receipt of a certification complying with this procedure, the Corporation must treat the persons specified in the certification as the holders of record for the number of shares specified in place of the shareholder making the certification.
| 3.08. | CLASSES OR SERIES OF SHARES. Until such time that these Bylaws are amended accordingly, the shares of the Corporation are not classified, and are not in series. In the event the Board decides to classify or reclassify the shares or alter any shareholder rights or restrictions, then the Board shall cause an Amendment to its Articles of Incorporation to be filed with the relevant state authority. The Amendment to the Articles of Incorporation shall describe the rights and restrictions which are being modified or altered, along with a statement (if any) that the shares have been classified or reclassified. The Amendment to the Articles of Incorporation must be acknowledged and signed by either a director or an executive officer on behalf of the Board. |
| 3.09. | SHARES OWNED BY THE CORPORATION. Shares owned by the Corporation in another corporation may be voted by the officer, agent, or proxy chosen by the Board or, in the absence of such determination, by the President of the Corporation. The power to vote such shares is vested in the Board, however, the President is authorized to vote on the Corporation’s behalf, only in the absence of a Board decision on how to vote. If the Board does render a decision related to the vote of shares, then the President is bound by the Board’s decision. |
The Corporation may vote or represent shares that it holds in itself, provided the Corporation holds such shares in a fiduciary capacity. If the Corporation holds shares in itself in such a fiduciary capacity, then such shares shall be counted in determining the total number of outstanding shares at a given time. If the Corporation holds shares in itself in a non-fiduciary capacity, then such shares shall be construed as authorized but unissued shares, and may not be represented or voted at a meeting of the shareholders.
ARTICLE 4
Shareholders
| 4.01. | SHAREHOLDER MEETING PLACE. All shareholder meetings must be held at the Corporation’s principal office or other place predetermined by the Board. Shareholders may participate in the meeting by means telephonic or video conference, provided the participants can hear each other in real time. |
| 4.02. | ANNUAL MEETING TIME. The annual shareholder meeting for the election of directors and the transaction of such other business properly before the meeting, must be held each year |
on
02 / 30 / , at the hour
of 12 AM . If that date
is a legal holiday,
then the meeting must be held on the day following, at the same hour.
| 4.03. | ANNUAL MEETING – ORDER OF BUSINESS. The order of business at the annual shareholder meeting is as follows: |
| a. | Calling the meeting to order; |
| b. | Proof of notice of meeting (or filing of waiver); |
| c. | Reading of minutes of last annual meeting; |
| d. | Officer reports; |
| e. | Committee reports; |
| f. | Election of directors; |
| g. | Disclosures to Shareholders; |
| h. | Miscellaneous business. |
4.04 SPECIAL MEETINGS. Special shareholder meetings, for any purpose, may be called at any time by the President, the Board, or the Secretary. The Secretary may only call a special shareholder meeting if the Secretary has received a written request from the holders of at least one-tenth of all shares entitled to vote at the meeting.
| 4.05. | NOTICE. The Secretary shall cause notice to be given to each shareholder of record at least ten (10) days, but no more than sixty (60) days, before the shareholders’ meeting. Notice shall be by writing, electronic transmission, or by personal delivery, and shall state the time, place, and purpose of the meeting (including instructions for how to remotely or electronically attend and participate). Notice is considered given to a shareholder when it is personally provided to the shareholder, left at the shareholder’s residence or usual place of business, mailed to the shareholder’s address of record, or by electronic transmission to the shareholder’s address or number of record on file with the Corporation. A single notice may be delivered to multiple shareholders sharing the same address, unless the Corporation receives a request from a shareholder that more than a single notice be delivered. |
Notice by electronic transmission shall be considered ineffective if the Corporation is unable to deliver two consecutive notices and the individual responsible for sending notices to shareholders is made aware of the delivery failures. A shareholder meeting, and any actions taken by shareholders, shall not be invalidated due to an inadvertent failure to deliver notice.
| 4.06. | WAIVER OF NOTICE. A shareholder who is entitled to notice may waive the notice requirement if they provide a signed written waiver of the required notice, before or after the stated meeting time, or the shareholder is present at the meeting in person or by proxy. |
| 4.07. | ADJOURNED MEETING. If any shareholder meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, and place if the new date, time, and place is announced at the meeting before adjournment. But if the adjournment is for more than thirty (30) days or if a new record date for the adjourned meeting is, or must be fixed, then notice must be given pursuant to the requirements of Section 4.05, to those persons who are shareholders as of the new record date. |
| 4.08. | SHAREHOLDER LIST. At least ten (10) days before each shareholder meeting, a complete record of the shareholders entitled to vote at the meeting must be made and maintained in the books and records of the Corporation. This list must be arranged by voting group (if any), in alphabetical order, and include number of shares held by and the address of each shareholder |
and in a legible and reproducible format. This record must be kept on file at the Corporation’s principal office for a period of ten (10) days prior to the meeting. The records must also be kept open for inspection at shareholder meetings.
| 4.09. | CLOSING OF TRANSFER BOOKS & FIXING RECORD DATE. In order to determine which shareholders are entitled to notice of or to vote at any shareholder meeting, or any adjournment thereof, or entitled to receive payment of any dividend, the Board may require that the share transfer books must be closed for not more than twenty (20) days prior to the meeting. |
Instead of closing the share transfer books, the Board may fix in advance a record date for determination of such shareholders. The record date must not be more than seventy (70) days or less than ten (10) days prior to the date of the meeting, adjournment, or payment.
| 4.10. | SHAREHOLDER LIABILITY. Shareholders shall not be personally liable for the debts and acts of the Corporation solely due to the fact that the shareholders own shares of the Corporation. Nevertheless, shareholders are personally liable to the Corporation or its creditors for any delinquencies in payments of the agreed upon price or consideration for the shares. In the event that a subscription price or consideration for shares has not been fully paid, the following people are not personally liable for the unpaid balance: |
| a. | A transferee or assignee who acquires the shares or subscription in good faith and without knowledge or notice of the nonpayment; |
| b. | A person who holds the shares as a fiduciary, although the estate in the hands of the fiduciary is liable for the nonpayment; and |
| c. | A pledgee or other person who holds shares as security. |
| 4.11. | VOTING RIGHTS. Each outstanding share is entitled to one (1) vote on each matter submitted to a vote at a shareholder meeting, provided the shares are held in compliance with any payment plan, subscription, share purchase agreement, or fiduciary capacity. |
Agreements between or among the shareholders of the Corporation which may limit, restrict, or otherwise affect the normal governance or operations of the Corporation, directors, officers, or shareholders are permitted. For the sake of clarity and to avoid future confusion, “normal governance or operations” shall include the rights to call meetings, vote on matters, and take action on behalf of the Corporation.
| 4.12. | VOTING FOR DIRECTORS. Unless otherwise provided in the Articles of Incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. |
| 4.13. | PROXIES. A shareholder may vote either in person or by proxy, signed in writing by the shareholder or the shareholder’s duly authorized attorney-in-fact. No proxy is valid after eleven |
(11) months from the date signed, unless the proxy states otherwise. A proxy is revocable by a shareholder at any time, unless the proxy states that it is irrevocable and is coupled with an interest.
| 4.14. | QUORUM. When a majority of all outstanding shares which may vote on a given matter is present, in person or by proxy, a quorum exists for the purposes of the matter subjected to a vote. If a quorum is present at a shareholder meeting, then a majority vote of all shares comprising the quorum at the meeting is sufficient to approve or deny any matter properly brought before the meeting. |
| 4.15. | ACTION BY SHAREHOLDERS WITHOUT A MEETING. Any action which may be taken at any annual or special shareholder meeting may be taken without a meeting and without prior notice if one or more shareholders entitled to vote on the matter consent to the action in writing, setting forth the action so taken and at least the minimum number of votes necessary to take such action. Such consent must also be signed by all the shareholders which support such action and consent. In the event any consent to action without a shareholder meeting is submitted to the Corporation is deficient under this Section of these Bylaws, the Corporation may notify shareholders of the pending action. |
| 4.16. | CORPORATION’S ACCEPTANCE OF VOTES. The Corporation shall accept votes by the shareholders in the following manner: |
| a. | If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholders. |
| b. | If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if: |
| i. | the shareholder is an entity and the name signed purports to be that of an officer or agent of the entity; |
| ii. | the name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; |
| iii. | the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; |
| iv. | the name signed purports to be that of a pledgee, beneficial owner, or attorney- in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; |
| v. | two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners. |
| c. | The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder. |
| d. | The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the shareholder for the consequences of the acceptance or rejection. |
| e. | Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise. |
ARTICLE 5
Officers
| 5.01. | DESIGNATIONS. The Corporation shall have a President, a Secretary, and a Treasurer, who will be elected by the directors at their first meeting after the annual shareholder meeting. The Corporation may also have one or more Vice-Presidents (one shall serve as Executive Vice- President) and Assistant Secretaries and Assistant Treasurers as the Board may designate. Per these Bylaws, an elected officer will hold office for one year or until a successor is elected and qualified. The same person may hold any two or more offices concurrently, except the offices of President, Vice-President, and Secretary shall be held by separate individuals. |
| 5.02. | APPOINTMENT AND TERM OF OFFICE. The officers of the Corporation shall be appointed by the Board for a term as determined by the Board. The designation of a specified term grants to the officer no contractual rights, and the Board can remove the officer at any time prior to the termination of such term. If no term is specified, they shall hold office until they resign, die, or until they are removed in the manner provided in Section 5.03. |
| 5.03. | REMOVAL OF OFFICERS. Any officer or agent may be removed by the Board at any time, with or without cause. 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. |
| 5.04. | THE PRESIDENT. The President shall preside over all meetings of shareholders and directors, shall have general supervision of the Corporation’s affairs, and perform all other duties as are incident to the office or are properly required by a resolution passed by the Board. |
| 5.05. | VICE PRESIDENT. During the absence or disability of the President, the Executive Vice- President (if any) may exercise all functions of the President. Each Vice-President shall have such powers and fulfill such duties as may be assigned by a resolution of the Board. If there is no Vice President, then the Treasurer shall perform such duties of the President. |
| 5.06. | SECRETARY AND ASSISTANT SECRETARIES. The Secretary must: |
| a. | Issue notices for all meetings and actions of the Board or shareholders; |
| b. | Accept all requests for special meetings of the Board or shareholders; |
| c. | Accept all notices of proxy appointments and revocations; |
| d. | Keep the minutes of all meetings; |
| e. | Accept delivery of any dissent announced at any meeting of the Board or shareholders; |
| f. | Acknowledge and execute any share certificates; |
| g. | Have charge of the corporate seal and books; and |
| h. | Make reports and perform duties as are incident to the office, or are properly required of him or her by the Board of Directors. |
The Assistant Secretary, or Assistant Secretaries (in the order designated by the Board), will perform all of the duties of the Secretary during the absence or disability of the Secretary, and at other times may perform such duties as are directed by the President or the Board.
| 5.07. | THE TREASURER. The Treasurer shall: |
| a. | Have custody of the Corporation’s monies and securities and maintain regular books of account; |
| b. | Disburse the Corporation’s funds in payment of the just demands against the Corporation or as may be ordered by the Board, taking proper vouchers for such disbursements; and |
| c. | Provide the Board with an account of all his or her transactions as Treasurer and of the financial conditions of the office properly required of him or her by the Board. |
The Assistant Treasurer, or Assistant Treasurers (in the order designated by the Board), must perform all of the duties of the Treasurer in the absence or disability of the Treasurer, and at other times may perform such other duties as are directed by the President or the Board.
| 5.08. | DELEGATION. In the absence or inability to act of any officer and of any person authorized to act in their place, the Board may delegate the officer’s powers or duties to any other officer, director, or other person, subject to Section 5.01 of these Bylaws. Vacancies in any office arising from any cause may be filled by the Board, subject to Section 5.01 of these Bylaws, at any regular or special board meeting. |
| 5.09. | OTHER OFFICERS. The Board may appoint other officers and agents as it deems necessary or expedient. The term, powers, and duties of such officers will be determined by the Board and described in the resolution authorizing the appointment. |
| 5.10. | LOANS. No loans may be made by the Corporation to any officer, unless first approved by a two-thirds majority vote of all the outstanding the voting shares entitled to vote on the matter. |
| 5.11. | BONDS. The Board may resolve to require any officer to give bonds to the Corporation, with sufficient surety or sureties, conditioned upon the faithful performance of the duties of their offices and compliance with other conditions as required by the Board. |
| 5.12. | SALARIES. Officers’ salaries will be fixed from time to time by the Board. Officers are not prevented from receiving a salary by reason of the fact that he or she is also a director of the Corporation. |
| 5.13. | INDEMNIFICATION. Officers shall be indemnified by the Corporation, so long as the officer acted in a manner substantially similar to and consistent with the standard of care for directors, as described in Section 2.03 of these Bylaws. Any officer indemnification shall be limited to proceedings that are directly related to or have arisen out of the officer’s acts on behalf of the Corporation. |
ARTICLE 6
Capital & Finance
6.01. DIVIDENDS. Dividends may be declared by the Board and paid by the Corporation out of the net earnings of the corporation unreserved and unrestricted earned surplus of the Corporation, or out of the unreserved and unrestricted net earnings of the current fiscal year, or in treasury shares of the Corporation, subject to the conditions and limitations imposed by the state of formation. The share transfer books may be closed by the Board pursuant to Sections 3.07 and
4.08 of these Bylaws. The Board, without closing the Corporation’s books, may declare dividends payable only to holders of record at the close of business on any business day not more than ninety (90) days prior to the date on which the dividend is paid.
| 6.02. | RESERVES. The Board may, in its absolute discretion, set aside out of the Corporation’s earned net surplus, such sum or sums as it deems expedient for dividend, maintaining any corporate property, or any other purpose, before making any distribution of earned surplus. |
| 6.03. | DEPOSITORIES. The Corporation’s monies must be deposited in the Corporation’s name in a bank or trust company or trust companies designated by resolution of the Board. Corporate monies may be drawn out only by check or other order for payment signed by such persons and in such manner as may be determined by resolution of the Board. |
ARTICLE 7
Books and Records
| 7.01. | MEETING MINUTES. As required by these Bylaws, the Corporation must keep a complete and accurate accounting and minutes of the proceedings of its shareholders and Board. |
| 7.02. | SHAREHOLDER LIST. The Corporation must keep a list of its shareholders, including the names and addresses of all shareholders and the number and class of the shares held by each at its registered office or principal place of business, or at the office of its transfer agent or registrar. |
| 7.03. | ACCOUNTING RECORDS. The Corporation shall maintain appropriate accounting records. |
| 7.04. | OTHER RECORDS. The Corporation shall keep a copy of the following records at its principal office: |
| a. | its Articles of Incorporation, as originally filed, and as currently in effect; |
| b. | a copy of these Bylaws currently in effect; |
| c. | the minutes of all shareholders’ meetings, and records of all action taken by shareholders without a meeting, for the past three (3) years; |
| d. | all written communications within the past three (3) years to shareholders as a group; |
| e. | a list of the names and business addresses of its current officers and directors; |
| f. | its most recent annual report delivered to the relevant state authority; and |
| g. | all quarterly or annual financial statements (balance sheet and income statement) prepared for periods ending during the last three (3) years. |
| 7.05. | LEGIBILITY OF RECORDS. Any books, records, and minutes may be in written form or any other form capable of being converted into written form within a reasonable time. |
| 7.06. | RIGHT TO INSPECT. Any shareholder or shareholder representative has the right, upon written request delivered to the Corporation, to inspect and copy during usual business hours the following documents of the Corporation: |
| a. | These Bylaws; |
| b. | Minutes of the shareholder proceedings; |
| c. | Annual statements of affairs; |
| d. | Any voting trust agreements; and |
| e. | Any documents kept in accordance with Article 7 herein. |
The Corporation acknowledges and agrees that any obligation to produce corporate documents under this Article of these Bylaws shall attach to the Secretary as part of the duties described in Section 5.06 of these Bylaws.
| 7.07. | ENHANCED INSPECTION. Any individual or group which comprises at least five (5) percent of the outstanding shares, may submit to the Corporation a written request to inspect and copy the following documents during usual business hours: |
| a. | The books of account and share ledger of the Corporation; |
| b. | The statement of affairs for the Corporation; and |
| c. | The list of shareholders. |
ARTICLE 8
Notices
| 8.01. | MAILING OF NOTICE. Except as may otherwise be required by law, any notice to any shareholder or director may be delivered personally or by mail. If mailed, the notice will be deemed to have been delivered on the close of business of the fifth business day following the day when deposited in the United States mail with postage prepaid and addressed to the recipient’s last known address in the records of the Corporation. |
| 8.02. | E-NOTICE PERMITTED. Any communications required by these Bylaws, or any other laws, may be made by digital or electronic transmission to the recipient’s known electronic address or number as known to the Corporation at the time of notice. |
| 8.03. | DUTY TO NOTIFY. All shareholders, directors, officers, employees, and representatives of the Corporation are required to notify the Corporation of any changes to the individual’s contact information. Pursuant to the obligations under this Section of these Bylaws, the individual must notify the Corporation that electronic transmissions of notice are impracticable, impossible, frustrated, or otherwise improper and ineffective. |
ARTICLE 9
Special Corporate Acts
| 9.01. | EXECUTION OF WRITTEN INSTRUMENTS. All contracts, deeds, documents, and instruments that acquire, transfer, exchange, sell, or dispose of any assets of the Corporation must be executed by the President to bind the Corporation. This Section does not apply to any checks, money orders, notes, or other financial instruments for direct payment of corporate funds which are subject to Section 9.02 of these Bylaws. |
| 9.02. | SIGNING OF CHECKS OR NOTES. All authorizations to distribute, pay, or immediately draw upon the financial resources of the Corporation must be signed by the Treasurer, including any expense reimbursement or compensation payments to directors, officers, employees, representatives, service providers, or contractors of the Company. |
| 9.03. | SPECIAL SIGNING POWERS. To duly bind the Corporation to an agreement or instrument in the event the President holds an interest which exists outside of the capacity of being President, then any agreement involving such interest must be signed by an officer pursuant to either Section 5.05 or 9.02 of these Bylaws. |
| 9.04. | SHAREHOLDER APPROVAL. Shareholder approval is required prior to any merger, consolidation, share-exchange, conversion, or dissolution, and any loans provided under Sections 2.18 or 5.10 of these Bylaws. In the event of any dissent by shareholders, the Corporation must comply with Section 9.05 of these Bylaws. |
Until these Bylaws require otherwise, no shareholder approval is required to acquire, transfer, exchange, sell, or dispose of any assets of the Corporation in the ordinary course of business or after dissolving the Corporation.
| 9.05. | DISSENTER RIGHTS. Shareholders are entitled to dissent from, and obtain fair value payment for shares held in the event of, any corporate actions requiring shareholder approval under Section 9.04 of these Bylaws. In the event a corporate action that will create dissenter rights under this Section of these Bylaws occurs, the Corporation shall deliver notice to all shareholders that a corporate action has occurred or will occur that entitles the shareholder to assert their dissenter rights under these Bylaws. These options for dissent do not apply to a shareholder who voted in favor of the action or failed to express such dissent at the meeting. |
ARTICLE 10
Amendments
| 10.01. | BY SHAREHOLDERS. These Bylaws may be altered, amended or repealed by the affirmative vote of a majority of the voting shares issued and outstanding at any regular or special shareholder meeting. |
| 10.02. | BY DIRECTORS. The Board of Directors has the power to make, alter, amend, and repeal the Corporation’s Bylaws. Any alteration, amendment, or repeal of the Bylaws, may be changed or repealed by the holders of a majority of the shares entitled to vote at any shareholders meeting. |
| 10.03. | EMERGENCY BYLAWS. The Board of Directors may adopt emergency Bylaws, subject to a vote to repeal or modify by the shareholders, which operate during any emergency in the Corporation’s conduct of business resulting from an attack on the United States or a nuclear or atomic disaster. |
| 10.04. | COMPLIANCE WITH STATE LAW. Any amendment to the Corporation’s Articles of Incorporation or these Bylaws shall be consistent with laws of the state of formation. |
These Bylaws are adopted by resolution of the Corporation's Board of Directors on this 29 day of March, 2023
By: /s/ Lilia Havrykh
Liliia Havrykh , Director
To the Board of Directors
IMA Tech
We hereby consent to the use in the foregoing Registration Statement on Form S-1 our report dated July 17, 2023, and to the reference to our firm under the heading “Experts” in the Registration Statement.
/s/ Mac Accounting Group & CPAs, LLP
Midvale, Utah
July 17, 2023
Exhibit 5.1
Haddan & Zepfel LLP 363 San Miguel, Suite 210 Newport Beach, CA 92660 (949) 706-6000
July 17, 2023
IMA Tech
34 N Franklin Ave. 687
Pinedale, WY 82941 Dear Sirs:
We have acted as counsel to you (the “Company”), in connection with the proposed filing of a Registration Statement on Form S-1 (as it may be amended, the “Registration
Statement”), under the Securities Act of 1933, as amended (the “Act”), relating to the Company’s offering of 4,000,000 shares (the “Shares”) of the Company’s common stock (the “Common Stock.”)
We have examined the originals, or certified, conformed or reproduction copies, of all such records, agreements, instruments and documents as we have deemed relevant or necessary as the basis for the opinion hereinafter expressed. In all such examinations, we have assumed the genuineness of all signatures on originals or certified copies and the conformity to original or certified copies of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to such opinion, we have relied upon, and assumed the accuracy of, certificates and oral or written statements and other information of or from public officials, officers or representatives of the Company, and others.
Based on the foregoing, and the laws of the State of Wyoming, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Registration Statement, the Shares will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Haddan & Zepfel LLP Haddan & Zepfel LLP
LOAN AGREEMENT
| I. | THE PARTIES. This Loan Agreement (“Agreement”) made by March 29, 2023 is between: |
Borrower: IMA Tech with a mailing address of 34 N Franklin Ave Ste 687 Pinedale, WY 82941 (“Borrower”) and agrees to borrow money from:
Lender: Liliia Havrykh with a mailing address of C. del Mestre Bellve Valencia, 46018 Spain and agrees to lend money to the Borrower under the following terms:
| II. | LOAN AMOUNT. The total amount of money being borrowed from the Lender to the Borrower is $90,000.00 US Dollars (“Borrowed Money”). |
| III. | INTEREST RATE. The Borrowed Money shall: |
NOT Bear Interest. There shall be no interest associated with the Borrowed Money. The Borrower’s only obligation to the Lender is to repay the principal balance.
| IV. | TERMS. The total amount of the Borrowed Money, including principal and interest, shall be due and payable on March 29, 2028 (“Due Date”). |
Conversion of Director's Loan: The Lender and the Borrower agree that any outstanding amount of the Director's loan, at the option of the Lender, may be converted into shares of Common Stock of the Borrower, subject to the terms and conditions set forth herein. The conversion price shall be determined based on a mutually agreed valuation methodology.
Additional Terms: Any conversion of the Director's loan into shares of Common Stock shall be subject to the provisions set forth in the Borrower's Articles of Incorporation and any applicable securities laws and regulations. The rights, privileges, and restrictions associated with the Common Stock shall be governed by the existing shareholders' agreement or the applicable bylaws of the Borrower.
| V. | PAYMENTS. The Borrower agrees to repay the Borrowed Money to the Lender under the following payment schedule: |
- Lump Sum. The Borrower agrees to repay the Lender, in full, on the Due Date.
Hereinafter known as the “Payment Schedule.” All payments made by the Borrower shall be first applied to any accrued interest and second to the principal balance.
| VI. | REMEDIES. No delay or omission on part of the holder of this Agreement in exercising any right hereunder shall operate as a waiver of any such right or of any other right of such holder, nor shall any delay, omission, or waiver on any one occasion be deemed a bar to or |
waiver of the same or any other right on any future occasion. The rights and remedies of the Lender shall be cumulative and may be pursued singly, successively, or together, at the sole discretion of the Lender.
| VII. | ACCELERATION. The Lender shall have the right to declare the Borrowed Money to be immediately due and payable, including interest owed, if any of the events are to occur: |
| a. | Late Payment. If any payment is late that is due under the Payment Schedule of more than 15 days; |
| b. | Default. If the Borrower should default on any of the conditions of this Agreement; or |
| c. | Security. If assets or property that are pledged as Security as part of this Agreement are transferred or sold. |
| VIII. | SUBORDINATION. The Borrower’s obligations under this Agreement are subordinated to all indebtedness, if any, of the Borrower, to any unrelated third-party lender to the extent such indebtedness is outstanding on the date of this Agreement and such subordination is required under the loan documents providing for such indebtedness. |
| IX. | WAIVERS BY BORROWER. All parties to this Agreement, including the Borrower and any sureties, endorsers, and guarantors, hereby waive protest, presentment, a notice of dishonor, and a notice of acceleration of maturity and agree to continue to remain bound for the payment of principal, interest and all other sums due under this Agreement notwithstanding any change or changes by way of release, surrender, exchange, modification or substitution of any security for this Agreement or by way of any extension or extensions of time for the payment of principal and interest; and all such parties waive all and every kind of notice of such change or changes and agree that the same may be made without notice or consent of any of them. |
| X. | DISPUTES. In the event any payment under this Agreement is not paid when due, the Borrower agrees to pay, in addition to the principal and interest hereunder, reasonable attorney’s fees not exceeding a sum equal to the maximum usury rate in the state of Governing Law of the then outstanding balance owing on the Borrowed Amount, plus all other reasonable expenses incurred by Lender in exercising any of its rights and remedies upon default. |
| XI. | SEVERABILITY. If any provision of this Agreement or the application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Agreement nor the application of the provision to other persons, entities, or circumstances shall be affected, thereby, but instead shall be enforced to the maximum extent permitted by law. |
| XII. | GOVERNING LAW. This Agreement shall be construed and governed by the laws located in the state of Wyoming (“Governing Law”). |
| XIII. | SUCCESSORS. All of the foregoing is the promise of Borrower and shall bind Borrower and Borrower’s successors, heirs, and assigns; provided, however, that Lender may not assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the holder of this Agreement. |
| XIV. | ENTIRE AGREEMENT. This Agreement contains all the terms agreed to by the parties relating to its subject matter, including any attachments or addendums. This Agreement replaces all previous discussions, understandings, and oral agreements. The Borrower and Lender agree to the terms and conditions and shall be bound until the Borrowed Amount is repaid in full. |
IN WITNESS WHEREOF, Borrower and Lender have executed this Agreement as of the day and year first above written.
Borrower’s Signature: /s/ Liliia Havrykh
Date: March 29, 2023
Print Name: IMA Tech
Lender’s Signature: /s/ Liliia Havrykh
Date: March 29, 2023
Print Name: Liliia Havrykh
SUBSCRIPTION AGREEMENT
This Subscription Agreement (this “Agreement”) is made and entered into as of __________ between IMA Tech, a Wyoming corporation (the “Company”) and __________, the undersigned (the “Purchaser”). The Purchaser, together with the Company shall be referred to as the “Parties”.
WHEREAS, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company ______ of common stock, $0.001 per share of the Company
(“Common Stock”) for a total consideration of $ _____(US dollars) pursuant to a registration under
Section 4(a)(2), Regulation D, and/or Regulation S under the Securities Act of 1933, as amended
(the “1933 Act”) on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
| 1. | Securities Sale and Purchase. The Company shall issue and sell to the Purchaser and the Purchaser agrees to purchase from the Company _____ of Common Stock of the Company |
(the “Shares” or the “Securities”) at a price of $0.001 per share for a total amount of $_____(the “Purchase Price”) pursuant to a registration provided by Section 4(a)(2), Regulation D, and/or Regulation S promulgated under the 1933 Act.
| a) | Rounding. Unless otherwise specified, all percentages resulting from any calculation pursuant to this Subscription Agreement will be rounded up and down respectively to the nearest number. All dollar amounts used in or resulting from any calculation in this Subscription Agreement will be rounded to the nearest dollar. |
| b) | Currency Conversion. Transactions in a foreign currency other than U.S. dollars will be determined by the recipient to calculate the number of shares in the dollar amount. The exchange rate will be specified on the day the transaction is received, based on the exchange rate set by the bank processing the transaction. |
| 2. | Representations, Warranties and Covenants of the Company. The Company represents and warrants to the Purchaser, as of the date hereof, as follows: |
| (a) | Organization and Standing. The Company is a duly organized corporation, validly existing and in good standing under the laws of the State of Wyoming, has full power to carry on its business as and where such business is now being conducted and to own, lease and operate the properties and assets now owned or operated by it and is duly qualified to do business and is in good standing in each jurisdiction where the conduct of its business or the ownership of its properties requires such qualification. |
| (b) | Authorization and Power. The execution, delivery and performance of this Agreement and the consummation of the transaction contemplated hereby have been duly authorized by the Board of Directors of the Company. The Agreement has been (or upon delivery will be) duly executed by the Company is or, when delivered in accordance with the terms hereof, will constitute, assuming due authorization, execution and delivery by each of the parties thereto, the valid and binding obligation of the Company enforceable against the Company in accordance with its terms. |
| (c) | No Conflict. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby do not (i) violate or conflict with the Company’s Certificate of Incorporation, By-laws or other organizational documents, (ii) conflict with or result (with the lapse of time or giving of notice or both) in a material breach or default under any material agreement or instrument to which the Company is a party or by which the Company is otherwise bound, or (iii) violate any order, judgment, law, statute, rule or regulation applicable to the Company, except where such violation, conflict or breach would not have a Material Adverse Effect on the Company. This Agreement when executed by the Company will be a legal, valid and binding obligation of the Company enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws and equitable principles relating to or limiting creditors’ rights generally). |
| (d) | Authorization. Issuance of the Shares to Purchasers has been duly authorized by all necessary corporate actions of the Company. |
| (e) | Issuances. The Shares to be issued hereunder will be validly issued, fully paid and nonassessable. |
| (f) | Litigation and Other Proceedings. There are no actions, suits, proceedings or investigations pending or, to the knowledge of the Company, threatened against the Company at law or in equity before or by any court or Federal, state, municipal or their governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign which could materially adversely affect the Company. The Company is not subject to any continuing order, writ, injunction or decree of any court or agency against it which would have a material adverse effect on the Company. |
| (g) | Use of Proceeds. The proceeds of this Offering and sale of the Shares, net of payment of placement expenses, will be used by the Company for working capital and other general corporate purposes. |
| (h) | Consents/Approvals. No consents, filings (other than Federal and state securities filings relating to the issuance of the Shares pursuant to applicable exemptions from registration, which the Company hereby undertakes to make in a timely fashion), authorizations or other actions of any governmental authority are required to be obtained or made by the Company for the Company’s execution, delivery and |
performance of this Agreement which have not already been obtained or made or will be made in a timely manner following the Closing.
| (i) | No Commissions. The Company has not incurred any obligation for any finder’s, broker’s or agent’s fees or commissions in connection with the transaction contemplated hereby. |
| (j) | Disclosure. No representation or warranty by the Company in this Agreement, the Agreement, nor in any certificate, Schedule or Exhibit delivered or to be delivered pursuant to this Agreement: contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading. To the knowledge of the Company and its subsidiaries at the time of the execution of this Agreement, there is no information concerning the Company and its subsidiaries or their respective businesses which has not heretofore been disclosed to the Purchasers that would have a Material Adverse Effect. |
| (k) | Compliance with Laws. The business of the Company and its subsidiaries has been and is presently being conducted so as to comply with all applicable material federal, state and local governmental laws, rules, regulations and ordinances. |
| 3. | Purchaser Representations, Warranties and Agreements. The Purchaser hereby acknowledges, represents and warrants as follows: |
| (a) | Organization; Authority. Such Purchaser is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite corporate or partnership power and authority to enter into and to consummate the transactions contemplated by the applicable Documents and otherwise to carry out its obligations thereunder. The execution, delivery and performance by such Purchaser of the transactions contemplated by this Agreement has been duly authorized by all necessary corporate or, if such Purchaser is not a corporation, such partnership, limited liability company or other applicable like action, on the part of such Purchaser. Each of this Agreement and other Documents has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application. |
| (b) | Investment Intent. Such Purchaser is acquiring the Shares as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Shares or any part thereof, without prejudice, however, to such Purchaser’s right at all times to sell or otherwise dispose of all or any part of such Shares |
in compliance with applicable federal and state securities laws. Subject to the immediately preceding sentence, nothing contained herein shall be deemed a representation or warranty by such Purchaser to hold the Shares for any period of time.
Such Purchaser is acquiring the Shares hereunder in the ordinary course of its business. Such Purchaser does not have any agreement or understanding, directly or indirectly, with any Person to distribute any of the Shares.
| (c) | Purchaser Status. |
| (i) | The Purchaser agrees and acknowledges that it was not, a “U.S. Person” (as defined below) at the time the Purchaser was offered the Shares and as of the date hereof: |
| (A) | Any natural person resident in the United States; |
| (B) | Any partnership or corporation organized or |
incorporated under the laws of the United States;
| (C) | Any estate of which any executor or administrator is a U.S. person; |
| (D) | Any trust of which any trustee is a U.S. person; |
| (E) | Any agency or branch of a foreign entity located in the United States; |
| (F) | Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person; |
| (G) | Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident of the United States; and |
| (H) | Any partnership or corporation if (i) organized or incorporated under the laws of any foreign jurisdiction and (ii) formed by a U.S. person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by accredited Purchasers (as defined in Rule 501(a) of Regulation D promulgated under the 1933 Act) who are not natural persons, estates or trusts. |
“United States” or “U.S.” means the United States of America, its
territories and possessions, any State of the United States, and the District of Columbia.
| (ii) | The Purchaser understands that no action has been or will be taken in any jurisdiction by the Company that would permit a public offering of the Shares in any country or jurisdiction where action for that purpose is required. |
| (iii) | The Purchaser (i) as of the execution date of this Agreement is not located within the United States, and (ii) is not purchasing the Shares for the account or benefit of any U.S. Person, except in accordance with one or more available exemptions from the registration requirements of the 1933 Act or in a transaction not subject thereto. |
| (iv) | The Purchaser will not resell the Shares except in accordance with the provisions of Regulation S (Rule 901 through 905 and Preliminary Notes thereto), pursuant to a registration statement under the 1933 Act, or pursuant to an available exemption from registration; and agrees not to engage in hedging transactions with regard to such securities unless in compliance with the 1933 Act. |
| (v) | The Purchaser will not engage in hedging transactions with regard to shares of the Company prior to the expiration of the distribution compliance period specified in Category 2 or 3 (paragraph (b)(2) or (b)(3)) in Rule 903 of Regulation S, as applicable, unless in compliance with the 1933 Act; and as applicable, shall include statements to the effect that the securities have not been registered under the 1933 Act and may not be offered or sold in the United States or to U.S. persons (other than distributors) unless the securities are registered under the 1933 Act, or an exemption from the registration requirements of the 1933 Act is available. |
| (vi) | No form of “directed selling efforts” (as defined in Rule 902 of Regulation S under the 1933 Act), general solicitation or general advertising in violation of the 1933 Act has been or will be used nor will any offers by means of any directed selling efforts in the United States be made by the Purchaser or any of their representatives in connection with the offer and sale of the Purchased Shares. |
| (d) | General Solicitation. Such Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement. |
| (e) | Access to Information. Such Purchaser acknowledges that it has reviewed the disclosure materials and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Shares and the merits and risks of investing in the Shares; (ii) access to information about the Company and the Subsidiaries and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any other investigation conducted by or on behalf of such Purchaser or its representatives or counsel shall modify, amend or affect such Purchaser’s right to rely on the truth, accuracy and completeness of the Disclosure Materials and the Company’s representations and warranties contained in the Transaction Documents. |
| (f) | Independent Investment Decision. Such Purchaser has independently evaluated the merits of its decision to purchase the Shares pursuant to the Agreement, and such Purchaser confirms that it has not relied on the advice of any other Purchaser’s business and/or legal counsel in making such decision. Such Purchaser has not relied on the business or legal advice of the Company or any of its agents, counsel or Affiliates in making its investment decision hereunder, and confirms that none of such Persons has made any representations or warranties to such Purchaser in connection with the transactions contemplated by the Transaction Documents. |
4. Miscellaneous
| (a) | Confidentiality. The Purchaser covenants and agrees that it will keep confidential and will not disclose or divulge any confidential or proprietary information that such Purchaser may obtain from the Company pursuant to financial statements, reports, and other materials submitted by the Company to such Purchaser in connection with this offering or as a result of discussions with or inquiry made to the Company, unless such information is known, or until such information becomes known, to the public through no action by the Purchaser; provided, however, that a Purchaser may disclose such information (i) to its attorneys, accountants, consultants, and other professionals to the extent necessary in connection with his or her investment in the Company so long as any such professional to whom such information is disclosed is made aware of the Purchaser’s obligations hereunder and such professional agrees to be likewise bound as though such professional were a party hereto, (ii) if such information becomes generally available to the public through no fault of the Purchaser, or (iii) if such disclosure is required by applicable law or judicial order. |
| (b) | Successors. The covenants, representations and warranties contained in this Agreement shall be binding on the Purchaser’s and the Company’s heirs and legal representatives and |
shall inure to the benefit of the respective successors and assigns of the Company. The rights and obligations of this Subscription Agreement may not be assigned by any party without the prior written consent of the other party.
| (c) | Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original agreement, but all of which together shall constitute one and the same instrument. |
| (d) | Execution by Facsimile. Execution and delivery of this Agreement by facsimile transmission (including the delivery of documents in Adobe PDF format) shall constitute execution and delivery of this Agreement for all purposes, with the same force and effect as execution and delivery of an original manually signed copy hereof. |
| (e) | Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming applicable to contracts to be wholly performed within such state and without regard to conflicts of laws provisions. Any legal action or proceeding arising out of or relating to this Subscription Agreement and/or the Offering Documents may be instituted in the courts of the State of Wyoming sitting in Wyoming, and the parties hereto irrevocably submit to the jurisdiction of each such court in any action or proceeding. Purchaser hereby irrevocably waives and agrees not to assert, by way of motion, as a defense, or otherwise, in every suit, action or other proceeding arising out of or based on this Subscription Agreement and/or the Offering Documents and brought in any such court, any claim that Purchaser is not subject personally to the jurisdiction of the above named courts, that Purchaser’s property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. |
| (f) | Notices. All notices, requests, demands, claims and other communications hereunder shall be in writing and shall be delivered by certified or registered mail (first class postage pre-paid), guaranteed overnight delivery, or facsimile transmission if such transmission is confirmed by delivery by certified or registered mail (first class postage pre-paid) or guaranteed overnight delivery, to the following addresses and facsimile numbers (or to such other addresses or facsimile numbers which such party shall subsequently designate in writing to the other party): |
(i) if to the Company:
30 N Gould St Ste N, Sheridan, WY 82801 (The Company’s Address)
(ii) if to the Purchasers:
To the addresses provided.
| (g) | Entire Agreement. This Agreement and other Transaction Documents delivered at the Closing pursuant hereto, contain the entire understanding of the parties in respect of its subject matter and supersede all prior agreements and understandings between or among the parties with respect to such subject matter. |
| (h) | Amendment; Waiver. This Agreement may not be modified, amended, supplemented, canceled or discharged, except by written instrument executed by the Company and the Purchasers of not less than a majority of the principal amount of the subscription. No failure to exercise, and no delay in exercising, any right, power or privilege under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right, power or privilege hereunder preclude the exercise of any other right, power or privilege. No waiver of any breach of any provision shall be deemed to be a waiver of any proceeding or succeeding breach of the same or any other provision, nor shall any waiver be implied from any course of dealing between the parties. No extension of time for performance of any obligations or other acts hereunder or under any other agreement shall |
be deemed to be an extension of the time for performance of any other obligations or any other acts. The rights and remedies of the parties under this Agreement are in addition to all other rights and remedies, at law or equity, that they may have against each other.
| (i) | Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefore, and upon so agreeing, shall incorporate such substitute provision in this Agreement. |
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
COMPANY: IMA Tech
By: ______________________________
Liliia Havrykh
President, treasurer, secretary and director
| PURCHASER: |
______________________________
| Name: |
Purchase Price:
Number of Shares:
| Address: |