Form S-1/A Exceed World, Inc.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1/A
AMENDMENT NO. 1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT
EXCEED WORLD, INC.
(Exact name of registrant as specified in its charter)
Date: May 25, 2016
| Delaware | 5961 | 47-3002566 |
(State or Other Jurisdiction of Incorporation) |
(Primary Standard Classification Code) | (IRS Employer Identification No.) |
1-2-38-8F, Esaka-cho,
Suita-shi, Osaka 564-0063, Japan
Telephone: +81-6-6339-4117
(Address,
including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Please send copies of all correspondence to:
V Financial Group, LLC
780 Reservoir Avenue, #123
Cranston, RI 02910
TELEPHONE: (401) 440-9533
FAX: (401) 633-7300
Email: [email protected]
(Name, address,
including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, 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 of 1933, 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 of 1933, 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 of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|_|
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
| Large accelerated filer |_| | Accelerated filer |_| |
| Non-accelerated filer |_| (Do not check if a smaller reporting company) | Smaller reporting company |X| |
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price Per Share (1) |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee (2) |
Common Stock, $0.0001 par value |
3,000,000 | $0.10 | $300,000 | $30.21 |
| (1) | The offering price has been arbitrarily determined by the Company and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price. |
| (2) | Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933. |
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY OUR 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 THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE SECURITIES BEING REGISTERED HEREIN MAY NOT BE SOLD UNTIL THIS REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. THERE IS NO MINIMUM PURCHASE REQUIREMENT FOR THE OFFERING TO PROCEED.
PRELIMINARY PROSPECTUS
EXCEED WORLD, INC.
3,000,000 SHARES OF COMMON STOCK
$0.0001 PAR VALUE PER SHARE
Prior to this Offering, no public market has existed for the common stock of Exceed World, Inc. Upon completion of this Offering, we will attempt to have the shares quoted on the OTCQB operated by the OTC Markets Group. There is no assurance that the Shares will ever be quoted on the OTCQB. To be quoted on the OTCQB, a market maker must apply to make a market in our common stock. As of the date of this Prospectus, we have not made any arrangement with any market makers to quote our shares.
In this public offering our selling shareholders are offering 3,000,000 shares of our common stock. We will not receive any of the proceeds from the sale of shares by the selling shareholders. Rather our selling shareholders will receive any and all proceeds from this offering. There is no minimum number of shares required to be purchased by each investor. Additionally, there is no guarantee that a public market will ever develop and you may be unable to sell your shares.
This primary offering will automatically terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this Prospectus, unless extended by our directors for an additional 90 days. We may however, at our discretion terminate the offering at any time.
In their audit report dated February 18, 2016, our auditors have expressed substantial doubt as to our ability to continue as a going concern.
| SHARES OFFERED | PRICE TO | SELLING AGENT | PROCEEDS TO THE SELLING | ||||||
| BY SELLING SHAREHOLDERS | PUBLIC | COMMISSIONS | SHAREHOLDERS | ||||||
| Per Share | $ | 0.10 | Not applicable | $ | 0.10 | ||||
| Minimum Purchase | None | Not applicable | Not applicable | ||||||
| Total (3,000,000 shares) | $ | 300,000.00 | Not applicable | $ | 300,000.00 | ||||
*Our sole officer and director Tomoo Yoshida is the controlling shareholder of e-Learning Laboratory, a Japanese Company of which owns 99.3% of the voting power of our outstanding capital stock.
*Mr. Yoshida will continue to have a controlling interest in the company following the offering.
*Mr. Tomoo Yoshida is deemed to be an underwriter in this offering.
Our business activities are currently being paid for by Mr. Tomoo Yoshida. All expenses incurred in this offering, of which we estimate to be $20,000, are also being paid for by Mr. Yoshida. There has been no public trading market for the common stock of Exceed World, Inc.
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.
THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD THE COMPLETE LOSS OF YOUR INVESTMENT. PLEASE REFER TO ‘RISK FACTORS’ BEGINNING ON PAGE 8.
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 THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
You should rely only on the information contained in this Prospectus and the information we have referred you to. We have not authorized any person to provide you with any information about this Offering, the Company, or the shares of our Common Stock offered hereby that is different from the information included in this Prospectus. If anyone provides you with different information, you should not rely on it.
The date of this prospectus is _______________.
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The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus.
You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission. We have not authorized anyone to provide you with additional information or information different from that contained in this prospectus filed with the Securities and Exchange Commission. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Our selling shareholders are offering to sell, and seeking offers to buy, our common stock only in jurisdictions where offers and sales are permitted. 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 any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.
Dealer Prospectus Delivery Obligation
Until 90 days after the effective date of this registration statement, or prior to the expiration of 90 days after the first date upon which these securities are bona fide offered to the public by the selling shareholders, or through an underwriter after such effective date, whichever is later, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
Table of Contents
In this Prospectus, “Exceed World, ”the “Company,’’ ‘‘we,’’ ‘‘us,’’ and ‘‘our,’’ refer to Exceed World, Inc., unless the context otherwise requires. Unless otherwise indicated, the term ‘‘fiscal year’’ refers to our fiscal year ending November 30. Unless otherwise indicated, the term ‘‘common stock’’ refers to shares of the Company’s common stock.
This Prospectus, and any supplement to this Prospectus include “forward-looking statements”. To the extent that the information presented in this Prospectus discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as “intends”, “anticipates”, “believes”, “estimates”, “projects”, “forecasts”, “expects”, “plans” and “proposes”. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary statements in the “Risk Factors” section and the “Management’s Discussion and Analysis of Financial Position and Results of Operations” section in this Prospectus.
This summary only highlights selected information contained in greater detail elsewhere in this Prospectus. This summary may not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire Prospectus, including “Risk Factors” beginning on Page 8, and the financial statements in their entirety, before making an investment decision.
All dollar amounts refer to US dollars unless otherwise indicated.
The Company
The Company was originally incorporated with the name Brilliant Acquisition, Inc., under the laws of the State of Delaware on November 25, 2014, with an objective to acquire, or merge with, an operating business.
On January 12, 2016, Thomas DeNunzio of 780 Reservoir Avenue, #123, Cranston, RI 02910, the sole shareholder of the Company, entered into a Share Purchase Agreement (the “Agreement”) with e-Learning Laboratory Co., Ltd. (“e-Learning”), with an address at 1-23-38-6F, Esakacho, Suita-shi, Osaka 564-0063 Japan. Pursuant to the Agreement, Mr. DeNunzio transferred to e-Learning Laboratory Co., Ltd., 20,000,000 shares of our common stock which represented all of our issued and outstanding shares.
Following the closing of the share purchase transaction, e-Learning gained a 100% interest in the issued and outstanding shares of our common stock and became the controlling shareholder of the Company.
On January 12, 2016, the Company changed its name to Exceed World, Inc. and filed with the Delaware Secretary of State, a Certificate of Amendment.
On January 12, 2016, Mr. Thomas DeNunzio resigned as our Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer. The resignation was not the result of any disagreement with us on any matter relating to our operations, policies or practices.
On January 12, 2016, Mr. Tomoo Yoshida was appointed as our Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer.
On February 29, 2016, the Company entered into a Stock Purchase Agreement with Tomoo Yoshida, our Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer. Pursuant to this Agreement, Tomoo Yoshida transferred to Exceed World, Inc., 10 shares of the common stock of E&F, which represents all of its issued and outstanding shares in consideration of 500,000 JPY ($4,438 USD). Following the effective date of the share purchase transaction on February 29, 2016, Exceed World, Inc. gained a 100% interest in the issued and outstanding shares of E&F’s common stock and E&F became a wholly owned subsidiary of Exceed World.
*Currently, we operate through our wholly owned subsidiary, E&F Co., Ltd., “E&F” of which is engaged in the distribution and sale of health related products to consumers throughout Japan.
Our principal executive offices are located at 1-1-36, 1-2-38-8F, Esaka-cho, Suita-shi, Osaka 564-0063, Japan. Our phone number is +81-6-6339-4117.
E&F Co., Ltd. is our wholly owned subsidiary through whom we operate exclusively at this time. E&F intends to sell health related consumer goods to distributors and consumers alike. At this time E&F intends to operate under the operational model of “drop shipping.” E&F will sell products, however we will not physically hold any inventory with the exception of samples for display purposes. After a purchase order has been filled out by a consumer the product will be shipped out by E&F’s supplier, Exceed Japan Co., Ltd. rather than Exceed World, Inc. At this point E&F will send a portion of the proceeds from the sale of any our products directly to Exceed Japan Co., Ltd., our supplier.
At present we have no customers, have not generated any revenue, and our business plan has not been fully carried out. Our marketing strategy will be conducted simultaneously across various media in order to try and reach as many potential clients as possible. We will have a company website which displays all of the products we have available at any given time and how much each item costs.
First and foremost we have plans to hire additional employees, initially around three to five employees, who can assist with customer service and other related business activities. Additionally, we will establish definitive contracts with our targeted suppliers, and ideally additional suppliers down the line who are as of yet unidentified. We anticipate there will not be any cost associated with this step and it will be an ongoing process. Following, or perhaps alongside, this step we plan to finalize our plans for our company website and marketing plan. We anticipate this will last for around three to four months, and will cost around $20,000. Any difficulties along the way, aside from producing the capital for these activities, are as of this point in time unforeseen. For further clarification on our future plans, please see the section further in titled “Future Plans”.
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In their audit report dated February 18, 2016, our auditors have expressed an opinion that substantial doubt exists as to whether we can continue as an ongoing business. Because our sole officer and director Mr. Yoshida may be unwilling or unable to loan or advance any additional capital to us, we may be required to suspend or cease the implementation of our business plan.
Our Offering
We have authorized capital stock consisting of 500,000,000 shares of common stock, $0.0001 par value per share (“Common Stock”) and 20,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). We have 20,000,000 shares of Common Stock and no shares of Preferred Stock issued and outstanding. Through this offering we will register a total of 3,000,000 shares. These shares represent 3,000,000 shares of common stock held by our selling stockholders. The selling stockholders will sell shares at a fixed price of $0.10 for the duration of the offering. There is no arrangement to address the possible effect of the offering on the price of the stock. We will not receive any proceeds from the selling stockholders.
*We will notify investors by filing an information statement that will be available for public viewing on the SEC Edgar Database of any such extension of the offering.
*Mr. Tomoo Yoshida is deemed to be an underwriter in this offering.
| Securities being offered by the Selling Stockholders | 3,000,000 shares of common stock, at a fixed price of $0.10 offered by selling stockholders in a resale offering. As previously mentioned this fixed price applies at all times for the duration of this offering. This offering will automatically terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this prospectus unless extended by our Board of Directors for an additional 90 days. We may however, at our discretion terminate the offering at any time. |
| Offering price per share | The selling shareholders will sell the shares at a fixed price per share of $0.10 for the duration of this Offering. |
| Number of shares outstanding before the offering of common stock | 20,000,000 common shares are currently issued and outstanding. |
| Number of shares outstanding after the offering of common shares | 20,000,000 common shares will be issued and outstanding. |
| The
minimum number of shares to be sold in this offering |
None. |
| Market for the common shares | There is no public market for the common shares. The price per share is $0.10 |
| We may not be able to meet the requirement for a public listing or quotation of our common stock. Furthermore, even if our common stock is quoted or granted listing, a market for the common shares may not develop. | |
| Termination of the Offering | This offering will automatically terminate upon the earlier to occur of (i) 365 days after this registration statement becomes effective with the Securities and Exchange Commission, or (ii) the date on which all 3,000,000 shares registered hereunder have been sold. We may, at our discretion, extend the offering for an additional 90 days or terminate the offering at any time. |
| Registration Costs | We estimate our total offering registration costs to be approximately $20,000.
|
| Risk Factors: | See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock. |
*Our sole officer and director Tomoo Yoshida is the controlling shareholder of e-Learning Laboratory, a Japanese Company of which owns 99.3% of the voting power of our outstanding capital stock.
You should rely only upon the information contained in this prospectus. We have not authorized anyone to provide you with information different from that which is contained in this prospectus. We are offering to sell common stock and seeking offers to common stock only in jurisdictions where offers and sales are permitted.
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SUMMARY OF OUR FINANCIAL INFORMATION
The following table sets forth selected financial information, which should be read in conjunction with the information set forth in the “Management’s Discussion and Analysis” section and the accompanying financial statements and related notes included elsewhere in this Prospectus.
The tables and information below are derived from our financial statements.
BALANCE SHEETS (AUDITED)
| As of November 30, 2015 | As of November 30, 2014 | |||||||
| TOTAL ASSETS | $ | - | $ | - | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accrued expenses | 4,696 | 2,148 | ||||||
| Total Liabilities | 4,696 | 2,148 | ||||||
| STOCKHOLDERS’ DEFICIT: | ||||||||
| Preferred stock ( $.0001 par value, 20,000,000 shares authorized; none issued and outstanding as of November 30, 2015 and November 30, 2014) | - | - | ||||||
| Common stock ($.0001 par value, 500,000,000 shares authorized, 20,000,000 shares issued and outstanding as of November 30, 2015 and November 30, 2014) | 2,000 | 2,000 | ||||||
| Additional Paid in Capital | 6,198 | - | ||||||
| Accumulated Deficit | (12,894) | (4,148) | ||||||
| Total Stockholders' Deficit | (4,696) | (2,148) | ||||||
| TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT | $ | - | $ | - | ||||
STATEMENTS OF OPERATIONS (AUDITED)
| For the Year Ended November 30, 2015 | Period From November 25, 2014 (inception) to November 30, 2014 | ||||||
| Operating Expenses | |||||||
| General and administrative expenses | $ | 8,746 | $ | 4,148 | |||
| Total operating expenses | 8,746 | 4,148 | |||||
| Net loss | $ | (8,746) | $ | (4,148) | |||
| Net loss per common share | |||||||
| Basic and Diluted net loss per common share | $ | (0.00) | $ | (0.00) | |||
| Weighted average number of common shares outstanding, basic and diluted | 20,000,000 | 20,000,000 | |||||
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EXCEED WORLD, INC.
CONSOLIDATED BALANCE SHEETS
| As of February 29, 2016 | As of November 30, 2015 | |||||
| ASSETS | ||||||
| Current Assets | ||||||
| Cash and cash equivalents | $ | 20,138 | $ | - | ||
| Inventories | 9,995 | - | ||||
| TOTAL CURRENT ASSETS | 30,133 | - | ||||
| TOTAL ASSETS | $ | 30,133 | $ | - | ||
| LIABILITIES AND SHAREHOLDER’S DEFICIT | ||||||
| Current Liabilities | ||||||
| Accounts payable | $ | 9,995 | $ | - | ||
| Loan from director | 26,239 | - | ||||
| Accrued expenses | - | 4,696 | ||||
| TOTAL CURRENT LIABILITIES | 36,234 | 4,696 | ||||
| TOTAL LIABILITIES | 36,234 | 4,696 | ||||
| Stockholder's Deficit | ||||||
| Preferred stock ($.0001 par value, 20,000,000 shares authorized; none issued and outstanding | ||||||
| as of February 29, 2016 and November 30, 2015) | - | - | ||||
| Common stock ($.0001 par value, 500,000,000 shares authorized; | ||||||
| 20,000,000 shares issued and outstanding | ||||||
| as of February 29, 2016 and November 30, 2015) | 2,000 | 2,000 | ||||
| Additional paid-in capital | 10,894 | 6,198 | ||||
| Accumulated deficit | (18,706) | (12,894) | ||||
| Accumulated other comprehensive income (loss) | ||||||
| Accumulated other comprehensive income (loss) | (289) | - | ||||
| TOTAL SHAREHOLDER'S DEFICIT | (6,101) | (4,696) | ||||
| TOTAL LIABILITIES AND SHAREHOLDER’S DEFICIT | $ | 30,133 | $ | - | ||
EXCEED WORLD, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)
| Three months ended | Three months ended | ||||
| February 29, 2016 | February 28, 2015 | ||||
| OPERATING EXPENSES | |||||
| General and administrative expenses | $ | 3,467 | $ | - | |
| Professional fees | 1,926 | 1,375 | |||
| Other expenses | 419 | - | |||
| Total Operating Expenses | 5,812 | 1,375 | |||
| Net Loss | $ | (5,812) | $ | (1,375) | |
| OTHER COMPREHENSIVE LOSS | |||||
| Foreign currency translation adjustment | (289) | - | |||
| TOTAL COMPREHENSIVE LOSS | $ | (6,101) | $ | (1,375) | |
| BASIC AND DILUTED NET LOSS PER COMMON SHARE | $ | (0.00) | $ | (0.00) | |
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | 20,000,000 | 20,000,000 | |||
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The Company is electing to not opt out of JOBS Act extended accounting transition period. This may make its financial statements more difficult to compare to other companies.
Pursuant to the JOBS Act of 2012, as an emerging growth company the Company can elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the PCAOB or the SEC. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the standard for the private company. This may make comparison of the Company’s financial statements with any other public company which is not either an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible as possible different or revised standards may be used.
Emerging Growth Company
The recently enacted JOBS Act is intended to reduce the regulatory burden on emerging growth companies. The Company meets the definition of an emerging growth company and so long as it qualifies as an “emerging growth company,” it will, among other things:
| · | be temporarily exempted from the internal control audit requirements Section 404(b) of the Sarbanes-Oxley Act; |
| · | be temporarily exempted from various existing and forthcoming executive compensation-related disclosures, for example: “say-on-pay”, “pay-for-performance”, and “CEO pay ratio”; |
| · | be temporarily exempted from any rules that might be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or supplemental auditor discussion and analysis reporting; |
| · | be temporarily exempted from having to solicit advisory say-on-pay, say-on-frequency and say-on-golden-parachute shareholder votes on executive compensation under Section 14A of the Securities Exchange Act of 1934, as amended; |
| · | be permitted to comply with the SEC’s detailed executive compensation disclosure requirements on the same basis as a smaller reporting company; and, |
| · | be permitted to adopt any new or revised accounting standards using the same timeframe as private companies (if the standard applies to private companies). |
Our company will continue to be an emerging growth company until the earliest of:
| · | the last day of the fiscal year during which we have annual total gross revenues of $1 billion or more; |
| · | the last day of the fiscal year following the fifth anniversary of the first sale of our common equity securities in an offering registered under the Securities Act; |
| · | the date on which we issue more than $1 billion in non-convertible debt securities during a previous three-year period; or |
| · | the date on which we become a large accelerated filer, which generally is a company with a public float of at least $700 million (Exchange Act Rule 12b-2). |
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MANAGEMENT’S DISCUSSION AND ANALYSIS
We operates through our wholly owned subsidiary, E&F Co., Ltd., also referenced in this registration statement as “E&F”, which was initially formed as an Osaka, Japan Corporation on January 18, 2016.
E&F conducts a retail business that concentrates on the distribution and sale of health related products to consumers throughout Japan.
For the year ended November 30, 2015 and the period from November 25, 2014 (inception) through November 30, 2014 we did not generate any revenues. For both fiscal year ends we also did not have any cash or cash equivalents.
For the year ended November 30, 2015 we had total general and administrative expenses in the amount of $8,746 compared to total general & administrative expenses of $4,148 for the period from November 25, 2014 (inception) through November 30, 2014.
Our general and administrative expenses made up the entirety of our net loss for both fiscal year ends respectively. The variance in net loss is due to increased professional fees for the year ended November 30, 2015.
Our financial statements for the three months ended February 29, 2016 were consolidated and included those of our new, wholly owned subsidiary E&F Co., Ltd.
For the three months ended February 29, 2016, the Company had revenues of $0, cost of revenues of $0, expenses of $5,812 and a net loss of $5,812 as compared to revenues of $0, cost of revenues of $0, expenses of $1,375 and a net loss of $1,375 for the three months ended February 29, 2015. As of February 29, 2016, the Company has total assets of $30,133 and shareholders’ deficit of $6,101 as compared to total assets of $0 and shareholders’ deficit of $4,696 as of November 30, 2015. The previous change is attributed to the fact that the Company acquired E&F Co., Ltd.
Our cash balance is $20,138 as of February 29, 2016. Our cash balance is not sufficient to fund our limited levels of operations for any period of time. We have been utilizing and may utilize funds from Tomoo Yoshida, our sole officer and director who has informally agreed to advance funds to allow us to pay for business activities, offering costs, filing fees, and professional fees. Tomoo Yoshida, however, has no formal commitment, arrangement or legal obligation to advance or loan funds to the company. Being a start-up company, we have a very limited operating history. After a twelve-month period we may need additional financing but currently do not have any arrangements for such financing.
We are a start-up company and have generated no revenues to date. Long term financing will be required to fully implement our business plan. If our sole officer and director Tomoo Yoshida is not be able to fund our business activities we may be forced to cease or suspend our current operations.
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Please consider the following risk factors and other information in this prospectus relating to our business before deciding to invest in our common stock.
This offering and any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in this prospectus before deciding whether to purchase our common stock. If any of the following risks actually occur, our business, financial condition and results of operations could be harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.
We consider the following to be the material risks for an investor regarding this offering. Our company should be viewed as a high-risk investment and speculative in nature. An investment in our common stock may result in a complete loss of the invested amount.
An investment in our common stock is highly speculative, and should only be made by persons who can afford to lose their entire investment in us. You should carefully consider the following risk factors and other information in this report before deciding to become a holder of our common stock. If any of the following risks actually occur, our business and financial results could be negatively affected to a significant extent.
Risks Relating to Our Company and Our Industry
We will require additional funds in the future to achieve our current business strategy. Our inability to obtain funding will cause our business to fail.
We will need to raise additional funds through public or private debt or equity sales in order to fund our future. These financings may not be available when needed. Even if these financings are available, it may be on terms that we deem unacceptable or are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms. Our inability to obtain financing would have an adverse effect on our ability to implement our current business plan and develop our operations, and as a result, could require us to diminish or suspend our operations and possibly cease our existence.
Even if we are successful in raising capital in the future we will likely need to raise additional capital to continue and/or expand our operations. If we do not raise the additional capital, the value of any investment in our Company may become worthless. In the event we do not raise additional capital from conventional sources, it is likely that we may need to scale back or curtail implementing our business plan.
We have not generated any revenues to date since our inception.
We are a start-up stage company. We have not generated any revenue to date and may be unable to generate any revenue in the future. Because we may not be able to generate revenues in the future our common stock may become worthless.
We have a limited operating history that you can use to evaluate us, and the likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays that we may encounter because we are a small developing company. As a result, we may not be profitable and we may not be able to generate sufficient revenue to develop as we have planned.
We have only recently adopted a bona fide business plan. We have no significant assets or financial resources. The likelihood of our success must be considered in light of the expenses and difficulties in development of a customer base for the products we offer and plan to offer in the future. Since we have a limited operating history we may not be profitable and we may not be able to generate sufficient revenues to meet our expenses and support our anticipated activities.
We are an early stage company with an unproven business strategy and may never be able to fully implement our business plan or achieve profitability.
We are at an early stage of development of our operations as a company. We have only recently started to operate business activities, and have not generated revenue from such operations. A commitment of substantial resources to conduct time-consuming research in many respects will be required if we are to complete the development of our company into one that is more profitable. There can be no assurance that we will be able to fully implement our business plan at reasonable costs or successfully operate. We expect it will take several years to implement our business plan fully, if at all.
Our limited operating history makes it difficult for us to accurately forecast net sales and appropriately plan our expenses.
We have a very limited operating history. As a result, it is difficult to accurately forecast our net sales and plan our operating expenses. This inability could cause our net income, if there is any income at all, in a given quarter to be lower than expected.
We operate in a highly competitive environment, and if we are unable to compete with our competitors, our business, financial condition, results of operations, cash flows and prospects could be materially adversely affected.
We operate in a highly competitive environment. Our competition includes all other companies that are in the business of the sale of health related products. A highly competitive environment could materially adversely affect our business, financial condition, results of operations, cash flows and prospects.
We offer an array of supplements for sale, and any adverse side effects from the consumption of our supplements may create legal difficulties for our Company.
While we are not presently aware of any adverse side effects from our products, and they have been fully tested and studied by our supplier Exceed World, in the event that a consumer faces adverse side effects that we did not properly disclose we may be subject to lawsuits and additional consequences. In the event that our products are deemed unsafe, at the minimum there would be substantive damage to our Company reputation and we would need to either ensure the future safety of our products or identify an entirely new line of products altogether to replace the existing line. In a worst case scenario legal consequences may force us to cease operations entirely, in which case investors may lose part or all of their investment.
Because we are small and do not have much capital, our marketing campaign may not be enough to attract sufficient customers to operate profitably. If we do not make a profit, we may be forced to suspend or cease operations.
Due to the fact we are small and do not have much capital, we must limit our marketing activities and may not be able to make our product known to potential customers. Because we will be limiting our marketing activities, we may not be able to attract enough customers to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.
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We expect our quarterly financial results to fluctuate.
We expect our net sales and operating results to vary significantly from quarter to quarter due to a number of factors, including changes in:
• Demand for our products;
• Our ability to retain existing customers or encourage repeat purchases;
• General economic conditions;
• Advertising and other marketing costs;
• Costs of expanding to other health related products.
As a result of the variability of these and other factors, our operating results in future quarters may be below the expectations of public market analysts and investors.
Our future success is dependent, in part, on the performance and continued service of Tomoo Yoshida, our sole officer and director. Without his continued service, we may be forced to interrupt or eventually cease our operations.
We are presently dependent to a great extent upon the experience, abilities and continued services of Tomoo Yoshida, our sole officer and director. We currently do not have an employment agreement with Mr. Yoshida. The loss of his services would delay our business operations substantially.
Because our sole officer and director has other business interests, he may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.
Tomoo Yoshida, our sole officer and director, currently devotes approximately twenty hours per week providing management services to us. While he presently possesses adequate time to attend to our interest, it is possible that the demands on him from other obligations could increase, with the result that he would no longer be able to devote sufficient time to the management of our business. The loss of Tomoo Yoshida to our company could negatively impact the development and implementation of our business.
Tomoo Yoshida is our sole officer and director. If he should resign from his positions with the Company, we would no longer have an officer or director until at such point we appointed a new officer and or director. If Mr. Yoshida resigned from his positions with the Company our operations would be halted or potentially suspended until we could replace Mr. Yoshida with one or more individuals acting in his previous capacity.
We are extremely dependent on the services of Tomoo Yoshida, our sole officer and director for the future success of our business. The loss of the services of Tomoo Yoshida could have an adverse effect on our business, financial condition and results of operations. If he should resign we will not have an officer or director. If that should occur, until we find another person or persons to act as an officer, director, or both our operations will be halted, and may become potentially suspended. In that event it is possible you could lose most if not all of your entire investment.
Our sole officer and director, Tomoo Yoshida, is currently funding the operations of the Company. However, he is under no obligation to do so in the future.
In the event that our sole officer and director, Tomoo Yoshida, should choose to cease funding out Company we would be forced to either find funding from another source or, in a worst case scenario, cease operations entirely. In the event that we can not secure funding on terms which we deem reasonable, investors may lose part or all of their investments if the Company is forced to cease operations.
Our future success is dependent on our implementation of our business plan. We have many significant steps still to take.
Our success will depend in large part in our success in achieving several important steps in the implementation of our business plan. These include but are not limited to developing a customer base, developing suppliers, and implementing a successful marketing campaign. If we are not successful in achieving any of the aforementioned milestones we will not be able to fully implement or expand our business plan.
Currently, we have an active agreement with our supplier Exceed Japan Co. Ltd. to sell us various health related products and supplements.
Our agreement with Exceed Japan Co. Ltd. allows us to sell and distribute the health supplements Pure Esala, Popoca, Le Jeune, and Magic Soap in Bath. The term of the agreement is three years and will automatically renew unless otherwise decided upon by either party. The price of the products will be determined at a later date via separate agreements or purchase orders.
Our agreement with Exceed Japan Co., Ltd. does not forbid Exceed Japan Co. Ltd. from altering the price of the products we currently intend to purchase from them and offer for resale. Any increase or decrease in the prices of the goods we intend to purchase from them for the purpose of resale may impact our net profit, and may negatively impact our business operations. We may have to increase our own prices if our supplier chooses to increase the price of the products we first purchase from them. This may cause us to make less sales to consumers who could otherwise find better alternative products at more competitive prices.
Our agreement with Aju Co., Ltd. is pending and no documentation has been signed, as of the date of this prospectus, consolidating such an agreement.
In the event that we are not able to formalize our pending agreement with Aju Co., Ltd. then we may be forced to secure an alternative agreement with another distributor to sell our products. We value the potential agreement with Aju Co., Ltd. as we feel that they will be able to assist us in generating a greater quantity of revenue. At this time we and Aju Co., Ltd. are still discussing the terms of our potential agreement. There is a possibility this agreement may not materialize.
Our growth will place significant strains on our resources.
The Company is currently a start up stage Company and has not generated any revenues since inception. The Company's growth, if any, is expected to place a significant strain on the Company's managerial, operational and financial resources. Moving forward, the Company's systems, procedures or controls may not be adequate to support the Company's operations and/or the Company may be unable to achieve the rapid execution necessary to successfully implement its business plan. The Company's future operating results, if any, will also depend on its ability to add additional personnel commensurate with the growth of its operations, if any. If the Company is unable to manage growth effectively, the Company's business, results of operations and financial condition will be adversely affected.
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Because the Company’s headquarters and assets are located outside the United States in Japan, investors may experience difficulties in attempting to effect service of process and to enforce judgments based upon US Federal Securities Laws against the Company and its non-US resident officer and director.
While we are organized under the laws of State of Delaware, our sole officer and director is a non-US resident and our headquarters and assets are located outside the United States in Japan. Consequently, it may be difficult for investors to affect service of process on our officer/director in the United States and to enforce in the United States judgments obtained in United States courts against our officer/director based on the civil liability provisions of the United States securities laws. Since all our assets will be located outside U.S. it may be difficult or impossible for U.S. investors to collect a judgment against us.
Due to the fact that our sole officer and director is a non US Citizen and does not reside in the United States an investor in the United States may be limited in the following ways.
As an investor you may have difficulty with the following:
-Effecting service of process within the United States against our sole officer and director;
-Enforcing U.S. court judgments based upon the civil liability provisions of the U.S. federal securities laws against the above referenced foreign person in the United States;
-Enforcing in a Japanese court U.S. court judgments based on the civil liability provisions of the U.S. federal securities laws against the above foreign person; and
-Bringing an original action in a Japanese court to enforce liabilities based upon the U.S. federal securities laws against the above foreign person..
Our operations and assets in Japan are subject to significant political and economic uncertainties.
Government policies are subject to rapid change and the government of the Japan may adopt policies which have the effect of hindering private economic activity and greater economic decentralization. There is no assurance that the government of Japan will not significantly alter its policies from time to time without notice in a manner with reduces or eliminates any benefits from its present policies of economic reform. In addition, changes in laws and regulations, or their interpretation, or the imposition of confiscatory taxation, restrictions on currency conversion, imports and sources of supply, devaluations of currency, the nationalization or other expropriation of private enterprises, as well as adverse changes in the political, economic or social conditions in Japan, could have a material adverse effect on our business, results of operations and financial condition.
Our success depends upon our ability to attract and hire key personnel. Since many of our personnel will be required to be bilingual, or to have other special skills, the pool of potential employees may be small and in high demand by our competitors. Our inability to hire qualified individuals will negatively affect our business, and we will not be able to implement or expand our business plan.
Our business is greatly dependent on our ability to attract key personnel. We will need to attract, develop, motivate and retain highly skilled technical employees. Competition for qualified personnel is intense and we may not be able to hire or retain qualified personnel. Our management has limited experience in recruiting key personnel which may hurt our ability to recruit qualified individuals. If we are unable to retain such employees, we will not be able to implement or expand our business plan.
Our marketing efforts may be ineffective. If we cannot effectively carry out our marketing campaign, we may be able to generate any revenue.
We have not yet implemented our marketing campaign. When we do implement our marketing plan it may be ineffective and we may be unsuccessful in generating any revenue.
We will not, internally, conduct any shipping of the products we offer for sale. If there is a delay on the part of the shipping Company that could negatively impact our reputation.
Our Company will not ship any of our products, and because of this, aside from providing the shipping information of our clients, we will not have a direct role in the shipping process. Any hold up on the part of the shipping company may negatively impact our brand name and our perceived reliability. In this event we may be forced to find alternative shipping arrangements and/or our business operations may be negatively impacted to such an extent that we can not recover.
The recently enacted JOBS Act will allow the Company to postpone the date by which it must comply with certain laws and regulations intended to protect investors and to reduce the amount of information provided in reports filed with the SEC.
The recently enacted JOBS Act is intended to reduce the regulatory burden on “emerging growth companies”. The Company meets the definition of an “emerging growth company” and so long as it qualifies as an “emerging growth company,” it will, among other things:
-be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting;
-be exempt from the "say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the "say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and certain disclosure requirements of the Dodd-Frank Act relating to compensation of Chief Executive Officers;
-be permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and instead provide a reduced level of disclosure concerning executive compensation; and
-be exempt from any rules that may be adopted by the Public Company Accounting Oversight Board (the “PCAOB”) requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements.
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Although the Company is still evaluating the JOBS Act, it currently intends to take advantage of all of the reduced regulatory and reporting requirements that will be available to it so long as it qualifies as an “emerging growth company”. The Company has elected not to opt out of the extension of time to comply with new or revised financial accounting standards available under Section 102(b)(1) of the JOBS Act. Among other things, this means that the Company's independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of the Company's internal control over financial reporting so long as it qualifies as an “emerging growth company”, which may increase the risk that weaknesses or deficiencies in the internal control over financial reporting go undetected. Likewise, so long as it qualifies as an “emerging growth company”, the Company may elect not to provide certain information, including certain financial information and certain information regarding compensation of executive officers, which would otherwise have been required to provide in filings with the SEC, which may make it more difficult for investors and securities analysts to evaluate the Company. As a result, investor confidence in the Company and the market price of its common stock may be adversely affected.
Notwithstanding the above, we are also currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company”, at such time are we cease being an “emerging growth company”, the disclosure we will be required to provide in our SEC filings will increase, but will still be less than it would be if we were not considered either an “emerging growth company” or a “smaller reporting company”. Specifically, similar to “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, being required to provide only two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze the Company’s results of operations and financial prospects.
We are an “Emerging growth company” under the JOBS Act of 2012, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.
We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates.
We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million.
Risks Relating to the Company’s Securities
We may never have a public market for our common stock or may never trade on a recognized exchange. Therefore, you may be unable to liquidate your investment in our stock.
There is no established public trading market for our securities. Our shares are not and have not been listed or quoted on any exchange or quotation system.
In order for our shares to be quoted, a market maker must agree to file the necessary documents with the National Association of Securities Dealers, which operates the OTCBB. In addition, it is possible that such application for quotation may not be approved and even if approved it is possible that a regular trading market will not develop or that if it did develop, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.
We may, in the future, issue additional shares of our common stock, which may have a dilutive effect on our stockholders.
Our Certificate of Incorporation authorizes the issuance of 500,000,000 shares of common stock, of which 20,000,000 shares are issued and outstanding as of May 25, 2016. The future issuance of our common shares may result in substantial dilution in the percentage of our common shares held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.
We may issue shares of preferred stock in the future that may adversely impact your rights as holders of our common stock.
Our Certificate of Incorporation authorizes us to issue up to 20,000,000 shares of preferred stock. Accordingly, our board of directors will have the authority to fix and determine the relative rights and preferences of preferred shares, as well as the authority to issue such shares, without further stockholder approval. Our board of directors could authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock. To the extent that we do issue such additional shares of preferred stock, your rights as holders of common stock could be impaired thereby, including, without limitation, dilution of your ownership interests in us. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult, which may not be in your interest as holders of common stock.
We do not currently intend to pay dividends on our common stock and consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.
We have never declared or paid any cash dividends on our common stock and do not currently intend to do so for the foreseeable future. We currently intend to invest our future earnings, if any, to fund our growth. Therefore, you are not likely to receive any dividends on your common stock for the foreseeable future and the success of an investment in shares of our common stock will depend upon any future appreciation in its value. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares.
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We may be exposed to potential risks resulting from requirements under Section 404 of the Sarbanes-Oxley Act of 2002.
As a reporting company we are required, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, to include in our annual report our assessment of the effectiveness of our internal control over financial reporting. We do not have a sufficient number of employees to segregate responsibilities and may be unable to afford increasing our staff or engaging outside consultants or professionals to overcome our lack of employees.
We do not currently have independent audit or compensation committees. As a result, our directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.
The costs to meet our reporting and other requirements as a public company subject to the Exchange Act of 1934 is and will be substantial and may result in us having insufficient funds to expand our business or even to meet routine business obligations.
As a public entity, subject to the reporting requirements of the Exchange Act of 1934, we will continue to incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements. We estimate that these costs will range up to $35,000 per year for the next few years and will be higher if our business volume and activity increases. As a result, we may not have sufficient funds to grow our operations.
State Securities Laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell Shares.
Secondary trading in our common stock may not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, the common stock cannot be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted.
Risks Relating to this Offering
The trading in our shares will be regulated by the Securities and Exchange Commission Rule 15G-9 which established the definition of a “Penny Stock.”
The shares being offered are defined as a penny stock under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and rules of the Commission. The Exchange Act and such penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell our securities to persons other than certain accredited investors who are, generally, institutions with assets in excess of $4,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 ($300,000 jointly with spouse), or in transactions not recommended by the broker-dealer. For transactions covered by the penny stock rules, a broker dealer must make certain mandated disclosures in penny stock transactions, including the actual sale or purchase price and actual bid and offer quotations, the compensation to be received by the broker-dealer and certain associated persons, and must deliver certain disclosures required by the Commission. Consequently, the penny stock rules may make it difficult for you to resell any shares you may purchase.
Our sole officer and director has no experience managing a public company, which is required to establish and maintain disclosure controls and procedures and internal control over financial reporting.
Our sole officer and director has no experience managing a public company, which is 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 regulations, which are required for a public company. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected. Our inability to operate as a public company could be the basis of your losing your entire investment in us.
Due to the lack of a trading market for our securities, you may have difficulty selling any shares you purchase in this offering.
We are not registered on any market or public stock exchange. There is presently no demand for our common stock and no public market exists for the shares being offered in this prospectus. We plan to contact a market maker immediately following the completion of the offering and apply to have the shares quoted on the OTCQB. The OTCQB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter securities. The OTCQB is not a issuer listing services, market or exchange. Although the OTCQB does not have any listing requirements per se, to be eligible for quotation on the OTCQB, issuers must remain current in their filings with the SEC or applicable regulatory authority. If we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTCQB. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCQB that become delinquent in their required filings will be removed following a 30 to 60 day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. As of the date of this filing, there have been no discussions or understandings between the Company and anyone acting on our behalf, with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.
We will incur ongoing costs and expenses for SEC reporting and compliance. Without revenue we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.
The estimated cost of this registration statement is $20,000. We will have to utilize funds from Tomoo Yoshida, our sole officer and director, who has verbally agreed to loan the company funds to complete the registration process. We are required to file annual, quarterly and current reports, or other information with the SEC as provided by the Securities Exchange Act. We plan to contact a market maker immediately following the close of the offering and apply to have the shares quoted on the OTCQB. To be eligible for quotation, issuers must remain current in their filings with the SEC. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. The costs associated with being a publicly traded company in the next 12 month will be approximately $35,000. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all. Also, if we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTCQB.
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This Prospectus includes market and industry data that we have developed from publicly available information; various industry publications and other published industry sources and our internal data and estimates. Although we believe the publications and reports are reliable, we have not independently verified the data. Our internal data, estimates and forecasts are based upon information obtained from trade and business organizations and other contacts in the market in which we operate and our management’s understanding of industry conditions.
As of the date of the preparation of this Prospectus, these and other independent government and trade publications cited herein are publicly available on the Internet without charge. Upon request, the Company will also provide copies of such sources cited herein.
Health Foods Industry
According to a report by Yano Research Institute, the market size of health food products in Japan in 2014 was 720 billion JPY ($6 billion) and is expected to grow significantly larger in the future. The reason for this anticipated growth is based on several key components. The population is aging and, as medical technology and knowledge improves, citizens of Japan are experiencing longer lifespans. This aging, elderly population places a high demand on wellness products in order to improve their quality of life. As more residents reach this age demographic, so too will the demand for products also increase. Additionally, the benefits of a healthy lifestyle are being recognized all throughout the world. Awareness of, and therefore consumption of, products which improve the lifestyle of consumers, assist in preventing disease, and provide anti-aging benefits are all seeing a sharp increase in sales all over the globe.
This prospectus contains forward-looking statements that involve risk and uncertainties. We use words such as “anticipate”, “believe”, “plan”, “expect”, “future”, “intend”, and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us as described in the “Risk Factors” section and elsewhere in this prospectus.
Outline of the Structure of Our Business
As depicted in the diagram above E&F Co., Ltd. is our wholly owned subsidiary through whom we operate exclusively at this time. E&F intends to sell health related consumer goods to distributors and consumers alike. At this time E&F intends to operate under the operational model of “drop shipping.” E&F will sell products, however we will not physically hold any inventory with the exception of samples for display purposes. After a purchase order has been filled out by a consumer the product will be shipped out by E&F’s supplier, Exceed Japan Co., Ltd. rather than Exceed World, Inc. At this point E&F will send a portion of the proceeds from the sale of any our products directly to Exceed Japan Co., Ltd., our supplier. We describe this as the “cost price” in the chart below.
E&F has acquired its inventory, which will be explained in further detail below, from Exceed Japan Co., Ltd. and has plans to acquire additional inventory from as of yet unidentified suppliers. This inventory is to be used for display purposes only once a storefront and/or website has been created and established. At this point in time E&F has a definitive plan for acquiring an online marketplace and website but does not have a concrete plan for acquiring a storefront. In the future, as operations progress and revenue is generated, it is an option which we may begin exploring but there can be, at this time, no guarantees. E&F Co. does not intend, at this time, to stock and sell its own supply of goods. Potential new suppliers, which we will begin the process of identifying going forward (albeit with no concrete timeline in place as of this date), will assist us in expanding our inventory to cater to an even greater portion of the Japanese population.
When E&F acquires inventory from suppliers a small amount of inventory is actually held by the company for the purposes of having sample products for display and presentation purposes. E&F is responsible, at this point, for identifying distributors who will stock inventory for display purposes and then sell these products at various online and retail locations for a presently unidentified sales commission. At present we have only one distributor, whose name is Aju Co., Ltd, but in the future we will begin efforts to identify additional, as of yet unidentified, distributors to stock and sell our products. Currently, the Company has not yet conducted any sales but is poised to begin its selling efforts to both distributors, such as Aju Co., Ltd, and directly to consumers.
*While Aiu Co., Ltd has made clear their intentions to act as a distributor for our products we have no formal agreement in place at this time for them to do so. Additionally, at this time we have not formalized the exact details regarding how much they will receive as a sales commission.
Our marketing strategy will be conducted simultaneously across various media in order to try and reach as many potential clients as possible. We will have a company website which displays all of the products we have available at any given time and how much each item costs. Currently we have yet to begin development of our company website and we remain in the planning stages. In order to increase traffic generated to our site we are exploring, but as of yet have no definitive plans regarding, implementing search engine optimization in order to aid online users in finding our website.
Additionally, we will directly mail advertising pamphlets throughout our target demographic locations in order to increase awareness of our products. This same information, or at least comparable, we have plans to place in magazine advertisements as well, although the specific magazines have yet to be identified. In addition, we will be evaluating potential alternative sources of advertisement and marketing as our business operations progress in order to ensure that we are reaching as many potential clients as possible.
The products we intend to offer are as follows:
Products
| PURE ESALA | POPOCA | Le jeune | Magic Soap in Bath | |
| Supplement | Supplement | Supplement | Soap | |
 |
 |
 |
 | |
| Benefits | Discharges excessive moisture and salt from the body; Relieves constipation. | Heats the body; Promotes metabolism. | Antioxidation from the body; Keeps moisture in the skin. | Free of additives; Positive for skin health |
| Principal Ingredients | Potassium chloride, Essence of vitamin Hyaluronic acid | Piper longum extracts, Essential vitamins, Ginger and pepper | Placental extracts, Collagen peptide, Essence of melon | Olive oil, Palm oil, Clay called kaoline |
| Supplier | Exceed Japan Co., Ltd. | Exceed Japan Co., Ltd. | Exceed Japan Co., Ltd. | Exceed Japan Co., Ltd. |
| Unit Price and Cost | ||||
| Selling Price JPY | 4,000 | 4,000 | 9,800 | 2,400 |
| Selling Price USD | 33.33 | 33.33 | 81.67 | 20.00 |
| Cost Price JPY | 1,920 | 1,920 | 5,220 | 600 |
| Cost Price USD | 16.00 | 16.00 | 43.50 | 5.00 |
| Markup % | 52% | 52% | 46.7% | 75% |
*Currently, we have an active agreement with our supplier Exceed Japan Co. Ltd. to sell us the above products. The above represents the current prices of the products available to us for purchase and resale. It should be noted that Exceed Japan Co., Ltd. may increase or decrease these prices without our approval. It would be at our discretion to continue to purchase and resell these products should there be any price change.
Current Inventory
Currently, we hold inventory comprised of the above goods which we value at $9,995. The products were purchased at wholesale prices from our supplier Exceed Japan Co., Ltd. and are to be used for display purposes once we obtain a storefront and/or develop an online retail space.
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Product Descriptions
-Pure Esala is a supplement which can help to discharge excessive moisture and salt from the body. This helps to activate intestinal mobility and can assist in alleviating the causes of a wide range of intestinal issues including, but not necessarily limited to, swelling and constipation. Pure Esla is designed to promote a feeling of wellbeing and alleviate a concern that effects a large portion of the population of all age groups.
-Popoca is a supplement which helps to elevate body temperature and promote healthy blood circulation. Through consistent usage of Popoca our clients should expect to alleviate sensitivity to cold, and improve both their metabolism and diet. Our primary target for this supplement would be individuals who suffer from poor blood circulation and are most likely in the growing elderly demographic.
-Le Jeune is a supplement which helps to prevent oxidization of the skin. This can create a more vibrant, youthful appearance in individuals who practice regular usage. In addition to providing a more youthful appearance Le Jeune can also promote regeneration and rejuvenation of damaged skin cells while also helping to keep moisture within the skin to prevent dryness and discomfort.
-Magic Soap in Bath is a soap made from all natural materials and free of any additives. This soap is gentle on the skin and has a fresh scent that we believe a wide portion of the population will find pleasant and appealing enough to practice consistent and habitual use of Magic Soap in Bath.
Process of Ordering, Delivery and Payment
- E&F acquires products from various suppliers. Our current supplier is Exceed Japan Co., Ltd.
- E&F sells the products to various distributors who will order the products from E&F via a purchase order “call sheet” (This call sheet will include their name, telephone number and the address for the products to be delivered to as well as a list of which products they are ordering and how many.)
- Consumers order directly from the distributors (in which case the distributor receives a sales commission which has not been determined as of this point in time) or they can order directly from E&F via our pending website and online marketplace (when it has been completed).
-The consumers who order directly from E&F will have their shipping information collected and sent to the suppliers for shipping.
-The suppliers then directly deliver the products to the consumers.
Competition
Our primary competition comes from other health food and supplement companies within Japan, but can also include global companies who offer their products within Japan as well. Some of our competitors have larger resources than we have, a longer operating history, and established connections throughout our target regions, which may make it difficult to penetrate into the market effectively. Even if we do manage to penetrate into the health food market with our products there can be no guarantee that we will be able to continue to compete effectively with these established competitors in an effective manner.
Our competition includes, but is not limited to, MUSO Co., Ltd, Asahi Food & Healthcare Co., Ltd., Daiichi Sankyo Co., Ltd., Taisho Pharmaceutical Co., Ltd. and Takeda Pharmaceutical Co., Ltd. Several of these competitors have a very established track record in Japan and offer highly valued products throughout the country, which may serve to make it more difficult for our own products to gain attention as we begin operations.
Future Plans
Until at such time we can discover a means of external financing that are on terms we see fit, our sole officer and director has made his intention to the Company that he will provide any capital needed to operate although he has no legal obligation to do so. Any future revenues will also be used to fund Company operations.
First and foremost we have plans to hire additional employees, initially around three to five employees, who can assist with customer service and other related business activities. Growing out staff will be paramount to our growth, and if we are not able to hire additional employees we may face difficulties meeting demand for our products, if we manage to implement our business plan effectively. We anticipate this step will take about three months, and will cost between $60,000 and $100,000.
Additionally, we will establish definitive contracts with our targeted suppliers, and ideally additional suppliers down the line who are as of yet unidentified. After we have formal agreements in place with suppliers we will then try to forge lasting relationships with distributors who can acquire our products for their own physical or online storefronts. This agreement will include the percentage we will acquire in revenue from the sale of every product. We anticipate there will not be any cost associated with this step and it will be an ongoing process.
Following, or perhaps alongside, this step we plan to finalize our plans for our company website and marketing plan. We anticipate this will last for around three to four months, and will cost around $20,000. In order to complete our website and online retail space we require the assistance of a website design team, who will begin work on completing the project. The exact details of which step will be completed at which time we will have to evaluate after we hire on the website professional and get his/her professional opinion. At present funds for this step are planned to be contributed by our officer and sole director, although he is under no legal obligation to provide these funds.
At the conclusion we will be able to offer our products directly to the consumers via our online website. Then we will increase our efforts to identify and forge agreements with additional suppliers so that we can increase our profits more and more with the addition of every product. We also have plans to utilize social media, and other to be identified means of advertising to generate traffic to our e-commerce website. This should summarize our planned operations for the next twelve months, and at the conclusion of which we will reevaluate our success to determine how we can continue to move forward profitably in the future.
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Since the offering is being made by the selling shareholders we will not reap any of the proceeds from the offering. The shareholders however, will be the beneficiary of the proceeds and will be able to use the proceeds from the sale of their shares in any way they see fit. There is currently no appointed escrow agent for the sale of any shares of our common stock by the selling shareholders.
DETERMINATION OF OFFERING PRICE
Since our shares are not listed or quoted on any exchange or quotation system, the offering price of the shares of common stock was arbitrarily determined. The offering price was determined by us and is based on our own assessment of our financial condition and prospects, limited offering history, and the general condition of the securities market. It does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. Although our common stock is not listed on a public exchange, we will be seeking to obtain a listing on the OTCQB. In order to be quoted on the OTCQB, a market maker must file an application on our behalf in order to make a market for our common stock.
There is no assurance that our common stock will trade at market prices in excess of the initial public offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for the common stock, investor perception of us and general economic and market conditions.
Dilution represents the difference between the Offering price and the net tangible book value per share immediately after completion of this Offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the Offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. The following tables compare the differences of your investment in our shares with the investment of our existing stockholders.
As of February 29, 2016, the net tangible book value of our shares of common stock was $0.00.
Existing stockholders if all of the shares are sold
| Price per share | $ | 0.10 | ||
| Net tangible book value per share before Offering | $ | 0.00 | ||
| Potential gain to existing shareholders | $ | 0.00 | ||
| Net tangible book value per share after Offering | $ | 0.00 | ||
| Increase to present stockholders in net tangible book value per share after Offering | $ | 0.00 | ||
| Number of shares outstanding before the Offering | 20,000,000 | |||
| Number of shares after Offering held by existing stockholders | 17,000,000 | |||
| Percentage of ownership after Offering | 85 | % | ||
Purchasers of shares in this Offering if all shares are sold
| Price per share | $ | 0.10 | ||
| Dilution per share | $ | 0.10 | ||
| Capital contributions | $ | 0.00 | ||
| Percentage of capital contributions | 0.00 | % | ||
| Number of shares after Offering held by public investors | 20,000,000 | |||
| Percentage of ownership after Offering | 15 | % | ||
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The shares being offered for resale by the selling stockholders consist of 3,000,000 shares of our common stock held by 8 shareholders.
The following table sets forth the name of the selling stockholders, the number of shares of common stock beneficially owned by each of the selling stockholders as of May 25, 2016 and the number of shares of common stock being offered by the selling stockholders. The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling stockholders.
| Name of selling stockholder | Shares of Common stock owned prior to offering | Shares of Common stock to be sold | Shares of Common stock owned after offering (if all shares are sold) | Percent of common stock owned after offering (if all shares are sold) |
| e-Learning Laboratory Co., Ltd. | 19,860,000 | 2,860,000 | 17,000,000 | 85.0% |
| Tomoo Yoshida | 20,000 | 20,000 | 0 | 0.0% |
| Keiichi Koga | 20,000 | 20,000 | 0 | 0.0% |
| Mikiro Miura | 20,000 | 20,000 | 0 | 0.0% |
| Naoharu Wada | 20,000 | 20,000 | 0 | 0.0% |
| Kaname Mori | 20,000 | 20,000 | 0 | 0.0% |
| Koji Okada | 20,000 | 20,000 | 0 | 0.0% |
| Hiroshi Shibata | 20,000 | 20,000 | 0 | 0.0% |
| Total | 20,000,000 | 3,000,000 | 0 | 0.0% |
* Mr. Tomoo Yoshida is the controlling shareholder and also the sole officer and director of e-Learning Laboratory Co., Ltd., a Japanese Company. He is also our sole officer and director.
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The price per share is fixed at $0.10 for the duration of this offering. The proceeds from the 3,000,000 shares held by shareholders, if sold, will not go to the company, but will go to the shareholder’s directly. Although our common stock is not listed on a public exchange or quoted over-the counter, we intend to seek to have our shares of common stock quoted on the OTCQB. In order to be quoted on the OTCQB, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved.
Only after our registration statement is declared effective by the Securities and Exchange Commission, can the selling shareholders sell shares in this offering. No shares purchased in this Offering will be subject to any kind of lock-up agreement. There is no minimum number of shares that must be sold in this offering. We may close this offering at any time prior to the 365 day period (duration of offering; starts from date of effectiveness) for any reason in our sole discretion.
*Mr. Tomoo Yoshida is deemed to be an underwriter in this offering.
Section 15(g) of the Exchange Act
Our shares are “penny stocks” covered by Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through 15g-6 promulgated thereunder. They impose additional sales practice requirements on broker-dealers who sell our securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker-dealer must make a special suitability determination for the purchase and have received the purchaser’s written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker-dealers to sell our securities and also may affect your ability to resell your shares.
Section 15(g) also imposes additional sales practice requirements on broker-dealers who sell penny securities. These rules require a one-page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to an understanding of the function of the penny stock market, such as “bid” and “offer” quotes, a dealers “spread” and broker-dealer compensation; the broker-dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, FINRA’s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker-dealers and their associated persons.
Rule 15g-1 exempts a number of specific transactions from the scope of the penny stock rules.
Rule 15g-2 declares unlawful broker-dealer transactions in penny stocks unless the broker-dealer has first provided to the customer a standardized disclosure document.
Rule 15g-3 provides that it is unlawful for a broker-dealer to engage in a penny stock transaction unless the broker-dealer first discloses and subsequently confirms to the customer current quotation prices or similar market information concerning the penny stock in question.
Rule 15g-4 prohibits broker-dealers from completing penny stock transactions for a customer unless the broker-dealer first discloses to the customer the amount of compensation or other remuneration received as a result of the penny stock transaction.
Rule 15g-5 requires that a broker-dealer executing a penny stock transaction, other than one exempt under Rule 15g-1, disclose to its customer, at the time of or prior to the transaction, information about the sales persons compensation.
Rule 15g-6 requires broker-dealers selling penny stocks to provide their customers with monthly account statements.
The foregoing rules apply to broker-dealers. They do not apply to us in any manner whatsoever. The application of the penny stock rules may affect your ability to resell your shares because many brokers are unwilling to buy, sell or trade penny stocks as a result of the additional sales practices imposed upon them.
Offering Period and Expiration Date
The offering of securities by the Company will start on the date that this registration statement is declared effective by the SEC and continue for a period of 365 days unless the offering is completed or otherwise terminated by us, or in such case extended for an additional 90 days or furthermore for any time deemed necessary by the Company’s sole officer and director Tomoo Yoshida.
Procedures for Subscribing
The selling shareholders will not accept any money until the SEC declares this registration statement effective. Once the registration statement is declared effective by the SEC, if you decide to subscribe for any shares in this Offering, you must purchase shares directly from the selling shareholder.
All checks or cash will be for the beneficiary of the selling shareholder. The process to subscribe may vary depending on the shareholder as the Company is not affiliated with any subsequent purchase of shares between future investors and the shareholders herein who will be able to sell shares.
Right to Reject Subscriptions
Shareholders have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason.
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We have authorized capital stock consisting of 500,000,000 shares of common stock, $0.0001 par value per share (“Common Stock”) and 20,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). As of the date of this filing we have 20,000,000 shares of Common Stock and no shares of Preferred Stock issued and outstanding.
Common Stock
The holders of outstanding shares of Common Stock are entitled to receive dividends out of assets or funds legally available for the payment of dividends of such times and in such amounts as the board from time to time may determine. Holders of Common Stock are entitled to one vote for each share held on all matters submitted to a vote of shareholders. There is no cumulative voting of the election of directors then standing for election. The Common Stock is not entitled to pre-emptive rights and is not subject to conversion or redemption. Upon liquidation, dissolution or winding up of our company, the assets legally available for distribution to stockholders are distributable ratably among the holders of the Common Stock after payment of liquidation preferences, if any, on any outstanding payment of other claims of creditors.
Preferred Stock
Shares of Preferred Stock may be issued from time to time in one or more series, each of which shall have such distinctive designation or title as shall be determined by our Board of Directors (“Board of Directors”) prior to the issuance of any shares thereof. Preferred Stock shall have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in such resolution or resolutions providing for the issue of such class or series of Preferred Stock as may be adopted from time to time by the Board of Directors prior to the issuance of any shares thereof. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all the then outstanding shares of our capital stock entitled to vote generally in the election of the directors, voting together as a single class, without a separate vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to any Preferred Stock Designation.
Options and Warrants
None.
Convertible Notes
None.
Dividend Policy
We have not paid any cash dividends to shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
Transfer Agent
At this time we do not have a stock transfer agent but intend to utilize the services of one following this offering.
Penny Stock Regulation
The SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share. Such securities are subject to rules that impose additional sales practice requirements on broker-dealers who sell them. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. As the Shares immediately following this Offering will likely be subject to such penny stock rules, purchasers in this Offering will in all likelihood find it more difficult to sell their Shares in the secondary market.
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INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of common stock offered hereby will be passed upon for us by Benjamin L. Bunker Esq. of 3753 Howard Hughes Parkway, Suite 200, Las Vegas Nevada 89169.
The financial statements included in this prospectus and the registration statement have been audited by MaloneBailey, LLP, certified public accountants, to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
We will and will continue to make our financial information equally available to any interested parties or investors through compliance with the disclosure rules of Regulation S-K for a smaller reporting company under the Securities Exchange Act. In addition, we will file Form 8-K and other proxy and information statements from time to time as required. The public may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
Our principal executive offices are located at 1-2-38-8F, Esaka-cho, Suita-shi, Osaka 564-0063, Japan.
The office space is currently being provided to the Company rent-free by e-Learning Laboratory Co., Ltd., of which is controlled by our sole officer and director Tomoo Yoshida. We believe that our existing facilities are adequate for our current needs and that we will be able to lease suitable additional or alternative space on commercially reasonable terms if and when we need it.
From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.
We do not own, either legally or beneficially, any patents or trademarks.
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DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Biographical information regarding the Officers and Directors of the Company, who will continue to serve as Officers and Directors of the Company and E&F Co., Ltd. (our wholly owned subsidiary) are provided below:
Exceed World, Inc.
| NAME | AGE | POSITION | |||||
| Tomoo Yoshida | 52 | Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director | |||||
E&F Co., Ltd.
| NAME | AGE | POSITION | |||||
| Tomoo Yoshida | 52 | President, Chief Executive Officer and Director | |||||
Tomoo Yoshida
Mr. Tomoo Yoshida graduated from the Osaka University of Commerce in 1986. Upon graduation that same year Mr. Yoshida took a position in car sales with Toyota Corolla Nankai Co. Ltd., at which he remained for a period of eight years. In 1997 Mr. Yoshida incorporated Dipro Data Service Co., Ltd. and concurrently with his Managerial role at the Company he also acted as an IT support consultant. Mr. Yoshida left both of the aforementioned positions after five years with the Company and in 2002 he incorporated e-Learning Laboratory Co., Ltd. which offers educational services. Mr. Yoshida is the President of e-Learning Laboratory and remains as such today.
Corporate Governance
The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.
In lieu of an Audit Committee, the Company’s Board of Directors, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company's financial statements and other services provided by the Company’s independent public accountants. The Board of Directors, the Chief Executive Officer and the Chief Financial Officer of the Company review the Company's internal accounting controls, practices and policies.
Committees of the Board
Our Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter. Our sole Director believes that it is not necessary to have such committees, at this time, because the Director(s) can adequately perform the functions of such committees.
Audit Committee Financial Expert
Our Board of Directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.
We believe that our Director(s) are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Director(s) of our Company does not believe that it is necessary to have an audit committee because management believes that the Board of Directors can adequately perform the functions of an audit committee. In addition, we believe that retaining an independent Director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.
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Involvement in Certain Legal Proceedings
Our sole officer and director has not been involved in or a party in any of the following events or actions during the past ten years:
| 1. | any bankruptcy petition filed by or against any business of which such person 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 (excluding traffic violations and other minor offenses); |
| 3. | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or |
| 4. | being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. |
| 5. | Such person 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; |
| 6. | Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; |
| 7. | Such person 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. | Such person 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. |
Independence of Directors
We are not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until such time as we are required to do so.
Code of Ethics
We have not adopted a formal Code of Ethics. The Board of Director(s) evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal Code of Ethics.
Shareholder Proposals
Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of Director(s) believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Director(s) will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our Board of Director(s) may do so by directing a written request addressed to our sole officer and director Tomoo Yoshida, at the address appearing on the first page of this Information Statement.
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Summary Compensation Table:
Name and principal position |
Year | Salary ($) |
Bonus ($) |
Stock Awards ($) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
Nonqualified Deferred Compensation Earnings ($) |
All Other Compensation ($) |
Total ($) |
Tomoo Yoshida Chief Executive Officer Chief Financial Officer |
2015 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Tomoo Yoshida Chief Executive Officer Chief Financial Officer |
2014 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Thomas DeNunzio, Former Chief Executive Officer Chief Financial Officer |
2015 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Thomas DeNunzio, Former Chief Executive Officer Chief Financial Officer |
2014 | 0 | 0 | 2,000 | 0 | 0 | 0 | 0 | 2,000 |
*On January 12, 2016, Thomas DeNunzio of 780 Reservoir Avenue, #123, Cranston, RI 02910, the sole shareholder of the Company, entered into a Share Purchase Agreement with e-Learning Laboratory Co., Ltd., with an address at 1-23-38-8F, Esakacho, Suita-shi, Osaka 564-0063 Japan. (Tomoo Yoshida is the controlling party of e-Learning Laboratory Co., Ltd.)
On January 12, 2016 pursuant to the Agreement, Mr. DeNunzio transferred to e-Learning Laboratory Co., Ltd., 20,000,000 shares of our common stock which represents all of our issued and outstanding shares.
On January 12, 2016, Mr. Thomas DeNunzio resigned as our Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer.
On January 12, 2016, Mr. Tomoo Yoshida was appointed as Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer.
Compensation of Directors
The table below summarizes all compensation of our directors as of May 25, 2016.
Name and principal position |
Year | Salary ($) |
Bonus ($) |
Stock Awards ($) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
Nonqualified Deferred Compensation Earnings ($) |
All Other Compensation ($) |
Total ($) |
Tomoo Yoshida Director |
2015 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Tomoo Yoshida Director |
2014 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Thomas DeNunzio, Former Director |
2015 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Thomas DeNunzio, Former Director |
2014 | 0 | 0 | 2,000 | 0 | 0 | 0 | 0 | 2,000 |
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Stock Option Grants
We have not granted any stock options to our executive officers since our incorporation.
Employment Agreements
We do not have an employment or consulting agreement with any officers or Directors.
Compensation Discussion and Analysis
Director Compensation
The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.
Executive Compensation Philosophy
Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future executives a salary, and/or issue them shares of common stock issued in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.
Incentive Bonus
The Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.
Long-term, Stock Based Compensation
In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.
-23-
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of May 25, 2016, the Company has 20,000,000 shares of common stock and none of preferred stock issued and outstanding, which number of issued and outstanding shares of common stock and preferred stock have been used throughout this report.
| Name and Address of Beneficial Owner | Shares of Common Stock Beneficially Owned | Common Stock Voting Percentage Beneficially Owned | Voting Shares of Preferred Stock | Preferred Stock Voting Percentage Beneficially Owned | Total Voting Percentage Beneficially Owned (1) |
| Executive Officers and Directors | |||||
| Tomoo Yoshida | 20,000 | 0.1% | 0 | 0.0% | 0.1% |
| 5% Shareholders | |||||
| e-Learning Laboratory Co., Ltd. | 19,860,000 | 99.3% | 0 | 0.0% | 99.3% |
*Tomoo Yoshida is the controlling shareholder of e-Learning Laboratory Co., Ltd.
Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On January 12, 2016, Mr. Thomas DeNunzio, the former sole shareholder of the Company, consummated a sale of 20,000,000 shares of our common stock to e-Learning Laboratory Co., Ltd. Following the closing of the share purchase transaction, e-Learning Laboratory Co., Ltd., owns a 100% interest in the issued and outstanding shares of our common stock. E-Learning Laboratory Co., Ltd., became the controlling shareholder of the Company. Commensurate with the closing, the Company, filed with the Delaware Secretary of State, a Certificate of Amendment to change the name of Registrant to Exceed World, Inc.
On January 12, 2016, Mr. Thomas DeNunzio resigned as our Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer. The resignation was not the result of any disagreement with us on any matter relating to our operations, policies or practices.
On January 12, 2016, Mr. Tomoo Yoshida was appointed as Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer.
On February 29, 2016, the Company entered into a Stock Purchase Agreement with Tomoo Yoshida, our President, CEO and Director. Pursuant to this Agreement, on February 29, 2016 Tomoo Yoshida transferred to Exceed World, Inc., 10 shares of the common stock of E&F Co., Ltd., a Japan corporation, (“E&F”), which represents all of its issued and outstanding shares, in consideration of $4,438. This is a merger of entities under common control and therefore all assets, liabilities and operations of E&F will be accounted for at their historical carryover basis and as if they had been combined since E&F’s inception. Further note the inception date of E&F and that from inception through the date of acquisition that E&F had no revenues and nominal assets.
Following the effective date of the share purchase transaction above on February 29, 2016, Exceed World, Inc. gained a 100% interest in the issued and outstanding shares of E&F’s common stock and E&F became a wholly owned subsidiary of Exceed World Inc. Exceed World, Inc. is the controlling and sole shareholder of E&F.
On February 29, 2016, the Company wrote off the accrued expenses owed by the previous owner whose amount was $4,696. The accrued expense written off has been recorded as additional paid in capital.
As of February 29, 2016, the Company owed a related party in the amount of $26,239 to Tomoo Yoshida, sole director, for payment of the Company’s expenses of which $4,438 was paid for the acquisition of E&Fs common stock. These are due on demand and bear no interest.
On April 1, 2016, e-Learning Laboratory Co., Ltd. entered into stock purchase agreements with 7 Japanese shareholders. Pursuant to these agreements, e-Learning Laboratory Co., Ltd. sold 140,000 shares of common stock in total to these individuals and received $270 as aggregate consideration. Each shareholder paid .215 Japanese Yen per share. At the time of purchase the price paid per share by each shareholder was the equivalent of about .002 USD.
The aforementioned sale of shares was exempt from registration in accordance with Regulation S of the Securities Act of 1933, as amended ("Regulation S") because the above sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.
Review, Approval and Ratification of Related Party Transactions
Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Directors will continue to approve any related party transaction.
PRINCIPAL ACCOUNTING FEES AND SERVICES
Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years.
| 2015 | 2014 | ||||
| Audit fees | MaloneBailey, LLP | $3,750 | $0 | ||
| Audit related fees | - | - | |||
| Tax fees | - | - | |||
| All other fees | - | - | |||
| Total | $3,750 | $0 |
All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors.
None
-24-
FINANCIAL STATEMENTS AND EXHIBITS
EXCEED WORLD, INC.
INDEX TO FINANCIAL STATEMENTS
| Pages | ||
| Report of Independent Registered Public Accounting Firm | F2 | |
| Balance Sheets | F3 | |
| Statements of Operations | F4 | |
| Statements of Stockholders’ Deficit | F5 | |
| Statements of Cash Flows | F6 | |
| Notes to Financial Statements | F7-F10 |
-F1-
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Sole Director and Stockholders’ of
Exceed World, Inc (formerly Brilliant Acquisitions, Inc.)
Esakacho, Suita-shi, Osaka, Japan
We have audited the accompanying balance sheets of Exceed World, Inc. (formerly Brilliant Acquisitions, Inc.) (the "Company") as of November 30, 2015 and 2014 and the related statements of operations, changes in stockholders’ deficit and cash flows for the year ended November 30, 2015 and the period from November 25, 2014 (inception) through November 30, 2014. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company, as of November 30, 2015 and 2014 and the results of its operations and its cash flows for the year ended November 30, 2015 and the period from November 25, 2014 (inception) through November 30, 2014 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered a net loss, working capital deficit, , and does not have a source of revenue sufficient to cover its operations which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ MaloneBailey, LLP
www.malonebailey.com
Houston, Texas
February 18, 2016
-F2-
Exceed World, Inc.
Formerly known as brilliant acquisition, Inc.
BALANCE SHEETS
| As of November 30, 2015 | As of November 30, 2014 | |||||||
| TOTAL ASSETS | $ | - | $ | - | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accrued expenses | 4,696 | 2,148 | ||||||
| Total Liabilities | 4,696 | 2,148 | ||||||
| STOCKHOLDERS’ DEFICIT: | ||||||||
| Preferred stock ( $.0001 par value, 20,000,000 shares authorized; none issued and outstanding as of November 30, 2015 and November 30, 2014) | - | - | ||||||
| Common stock ($.0001 par value, 500,000,000 shares authorized, 20,000,000 shares issued and outstanding as of November 30, 2015 and November 30, 2014) | 2,000 | 2,000 | ||||||
| Additional Paid in Capital | 6,198 | - | ||||||
| Accumulated Deficit | (12,894) | (4,148) | ||||||
| Total Stockholders' Deficit | (4,696) | (2,148) | ||||||
| TOTAL LIABILITIES & STOCKHOLDERS’ DEFICIT | $ | - | $ | - | ||||
The accompanying notes to the financial statements are an integral part of these financial statements.
-F3-
Exceed World, Inc.
Formerly known as brilliant acquisition, Inc.
STATEMENTS OF OPERATIONS
| For the Year Ended November 30, 2015 | Period From November 25, 2014 (inception) to November 30, 2014 | ||||||
| Operating Expenses | |||||||
| General and administrative expenses | $ | 8,746 | $ | 4,148 | |||
| Total operating expenses | 8,746 | 4,148 | |||||
| Net loss | $ | (8,746) | $ | (4,148) | |||
| Net loss per common share | |||||||
| Basic and Diluted net loss per common share | $ | (0.00) | $ | (0.00) | |||
| Weighted average number of common shares outstanding, basic and diluted | 20,000,000 | 20,000,000 | |||||
The accompanying notes to the financial statements are an integral part of these financial statements.
-F4-
Exceed World, Inc.
Formerly known as brilliant acquisition, Inc.
STATEMENTS OF CHANGES IN STOCKHOLDER DEFICIT
For the period from November 25, 2014 (inception) through November 30, 2015
| Common Stock | Par Value Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total | |||||
| November 25, 2014 (inception) - Shares issued for services rendered at $.0001 per share (par value) | 20,000,000 | $ | 2,000 | $ | - | $ | - | $ | 2,000 |
| Net loss for the period | - | - | - | (4,148) | (4,148) | ||||
| Balance November 30, 2014 | 20,000,000 | $ | 2,000 | $ | - | $ | (4,148) | $ | (2,148) |
| Net Loss for the period | - | - | - | (8,746) | (8,746) | ||||
| Contributed Expenses | - | - | 6,198 | - | 6,198 | ||||
| Balance November 30, 2015 | 20,000,000 | $ | 2,000 | $ | 6,198 | $ | (12,894) | $ | (4,696) |
The accompanying notes to the financial statements are an integral part of these financial statements.
-F5-
Exceed World, Inc.
Formerly known as brilliant acquisition, Inc.
STATEMENTS OF CASH FLOWS
| For the Year Ended November 30, 2015 | For the Period From November 25 (date of inception) to November 30, 2014 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (8,746) | $ | (4,148) | ||||
| Adjustments to reconcile Net loss to net cash used in operating activities: | ||||||||
| Expenses contributed to capital | 6,198 | - | ||||||
| Stock based compensation | - | 2,000 | ||||||
| Changes in current assets and liabilities: | ||||||||
| Prepaid expenses | ||||||||
| Accrued expenses | 2,548 | 2,148 | ||||||
| Net cash used in operating activities | - | - | ||||||
| Net increase in cash | - | - | ||||||
| Beginning cash balance | - | - | ||||||
| Ending cash balance | $ | - | $ | - | ||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||
| Interest paid | $ | - | $ | - | ||||
| Income taxes paid | $ | - | $ | - | ||||
The accompanying notes to the financial statements are an integral part of these financial statements.
-F6-
Exceed World, Inc.
Formerly known as brilliant acquisition, Inc.
NOTES TO THE FINANCIAL STATEMENTS
November 30, 2015
Note 1 – Organization and Description of Business
Exceed World, Inc., formerly known as Brilliant Acquisition, Inc. (the Company) was incorporated under the laws of the State of Delaware on November 25, 2014. The Company intends to serve as a vehicle to affect an asset acquisition, merger, exchange of capital stock or other business combination with a domestic or foreign business. As of November 30, 2015 the Company had not yet commenced any operations.
The Company has elected November 30th as its year end.
On January 12, 2016, the sole shareholder of the Company, Mr. DeNunzio transferred to e-Learning Laboratory Co., Ltd., 20,000,000 shares of our common stock which represents all of our issued and outstanding shares. (Tomoo Yoshida is the controlling party of e-Learning Laboratory Co., Ltd.)
On January 12, 2016 prior to Mr. DeNunzio’s resignation, Mr. DeNunzio, on behalf of the Registrant, filed a Certificate of Amendment with the Delaware Secretary of State to change the name of the corporation from Brilliant Acquisition, Inc. to Exceed World, Inc. The effective date of the name change shall be upon the acceptance of the Certificate of Amendment with the Secretary of State of the State of Delaware. The Certificate of Amendment was filed on January 12, 2016 and is Exhibit 3.1 to our Report on Form 8-K filed January 12, 2016.
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation
The Financial Statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The Financial Statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States (See Note 3) regarding the assumption that the Company is a “going concern”.
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 of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Due to the minimal level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at November 30, 2015 and 2014 were $0.
Income Taxes
The Company accounts for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized at November 30, 2015 and November 30, 2014.
Basic Earnings (Loss) Per Share
The Company computes basic and diluted earnings per share amounts in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. As of November 30, 2015 and 2014, there was no common stock equivalents or options outstanding.
Fair Value of Financial Instruments
The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.
ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
| · | Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. |
| · | Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. |
| · | Level 3 - Inputs that are both significant to the fair value measurement and unobservable. |
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of November 30, 2015 and 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued expenses.
-F7-
Share-based Compensation
ASC 718, “Compensation – Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.
The company had no stock-based compensation plans at November 30, 2015 or 2014.
Share-based expense for the twelve months ended November 30, 2015 was $0 and $2,000 for the period from November 25, 2014 (Inception) through November 30, 2014.
Related Parties
The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
Recently Issued Accounting Pronouncements
Except for rules and interpretive releases of the SEC under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to the Company.
We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.
In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15, Presentation of Financial Statements – Going Concern; Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments in this update provide guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures. The guidance is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted but not required; at this time we are not early adopting. As the objective of this accounting standard is to provide guidance on the disclosure of uncertainties about an entity’s ability to continue as a going concern, the adoption of this standard is not expected to impact our financial position or results of operations.
In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities and also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. These amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein, with early application permitted. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). We early adopted this pronouncement. As the objective of the amendments in this update is to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements for development stage entities our early adoption of this guidance has not impacted our financial position or results of operations.
Note 3 – Going Concern
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.
The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, working capital deficiency, negative cash flow from operating activities, and other adverse key financial ratios.
The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital. There is no assurance that management's plan will be successful.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.
-F8-
Note 4 – Accrued Expenses
Accrued expenses totaled $4,696 and $2,148 at November 30, 2015 and November 30, 2014, respectively and consisted of general and administrative expenses.
Note 5 – Commitments and Contingencies
The Company follows ASC 450-20, Loss Contingencies, to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of November 30, 2015 and 2014.
Note 6 - Income Taxes
The Company has not recognized an income tax benefit for its operating losses generated based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the period presented is offset by a valuation allowance established against deferred tax assets arising from the net operating losses, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.
As of November 30, 2015, the Company has incurred a net loss of approximately $12,894 which resulted in a net operating loss for income tax purposes. NOLs begin expiring in 2034. The loss results in a deferred tax asset of approximately $4,384 at the effective statutory rate of 34%. The deferred tax asset has been off-set by an equal valuation allowance.
| November 30, | |||||||
| 2015 | 2014 | ||||||
| Deferred tax asset, generated from net operating loss at statutory rates | $ | 4,384 | $ | 1,410 | |||
| Valuation allowance | (4,384) | (1,410) | |||||
| $ | — | $ | — | ||||
The reconciliation of the effective income tax rate to the federal statutory rate is as follows:
| Federal income tax rate | 34.0 | % | ||
| Increase in valuation allowance | (34.0 | %) | ||
| Effective income tax rate | 0.0 | % |
-F9-
Note 7 – Shareholder Equity
Preferred Stock
The authorized preferred stock of the Company consists of 20,000,000 shares with a par value of $0.0001. The Company has not issued any shares as of November 30, 2015.
Common Stock
The authorized common stock of the Company consists of 500,000,000 shares with a par value of $0.0001. There were 20,000,000 shares of common stock issued and outstanding as of November 30, 2015.
The Company does not have any potentially dilutive instruments as of November 30, 2015 and, thus, anti-dilution issues are not applicable.
On November 25, 2014 the Company issued 20,000,000 of its $0.0001 par value common stock at $0.0001 per share and totaling $2,000 to the former sole officer/director/shareholder for services.
Pertinent Rights and Privileges
Holders of shares of common stock are entitled to one vote for each share held to be used at all stockholders’ meetings and for all purposes including the election of directors. Common stock does not have cumulative voting rights. Nor does it have preemptive or preferential rights to acquire or subscribe for any unissued shares of any class of stock.
Additional Paid In Capital
Total amounts contributed to additional paid in capital for the periods ended November 30, 2015 and November 30, 2014 totaled $6,198 and $0, respectively. (Note 8)
Note 8 – Related-Party Transactions
Common stock
On November 25, 2014 the Company issued 20,000,000 of its $0.0001 par value common stock at $0.0001 per share and totaling $2,000 to the sole office/director/shareholder of the Company as founder’s shares.
Additional paid in capital
During the twelve month period ending November 30, 2015, our sole officer/director/shareholder contributed additional paid in capital in the amount of $6,198 to fund operating expenses.
Total amounts contributed at November 30, 2015 totaled $6,198.
Office Space
We utilize the home office space and equipment of our management at no cost.
Note 9 – Subsequent Events
Following our fiscal year end November 30, 2015 the following material events have occurred:
On January 12, 2016, the sole shareholder of the Company , Mr. DeNunzio transferred to e-Learning Laboratory Co., Ltd., 20,000,000 shares of our common stock which represents all of our issued and outstanding shares. (Tomoo Yoshida is the controlling party of e-Learning Laboratory Co., Ltd.)
On January 12, 2016, Mr. Thomas DeNunzio resigned as our Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer.
On January 12, 2016, Mr. Tomoo Yoshida was appointed as Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer.
On January 12, 2016 prior to Mr. DeNunzio’s resignation, Mr. DeNunzio, on behalf or the Registrant, filed a Certificate of Amendment with the Delaware Secretary of State to change the name of the corporation from Brilliant Acquisition, Inc. to Exceed World, Inc. The effective date of the name change shall be upon the acceptance of the Certificate of Amendment with the Secretary of State of the State of Delaware. The Certificate of Amendment was filed on January 12, 2016 and is Exhibit 3.1 to our Report on Form 8-K filed January 12, 2016.
As of the date of this report, the Company intends to, on March 1, 2016, enter into and consummate an agreement with Tomoo Yoshida the sole shareholder of E&F Co, LTD., a Japanese corporation, for the purchase of E&F Co. LTD. E&F CO., LTD procures and facilitates the sale of health related goods and foods.
-F10-
EXCEED WORLD, INC.
INDEX TO FINANCIAL STATEMENTS
| Pages | ||
| Consolidated Balance Sheets (Unaudited) | F12 | |
| Consolidated Statements of Operations (Unaudited) | F13 | |
| Consolidated Statements of Cash Flows (Unaudited) | F14 | |
| Notes to Consolidated Financial Statements (Unaudited) | F15-F16 |
-F11-
The accompanying notes are an integral part of these unaudited consolidated financial statements.
-F12-
The accompanying notes are an integral part of these unaudited consolidated financial statements.
-F13-
-F14-
EXCEED WORLD, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
AS OF FEBRUARY 29, 2016
(UNAUDITED)
NOTE 1 - ORGANIZATION, DESCRIPTION OF BUSINESS, AND BASIS OF PRESENTATION
Exceed World, Inc., formerly known as Brilliant Acquisition, Inc. (the “Company”), a growth company, was incorporated under the laws of the State of Delaware on November 25, 2014, with an objective to acquire, or merge with, an operating business. On February 29, 2016, the “Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Tomoo Yoshida, our President, CEO and Director. Pursuant to this Agreement, on February 29, 2016 Tomoo Yoshida transferred to the Company, 10 shares of the common stock of E&F Co., Ltd., a Japan corporation (“E&F”), which represents all of its issued and outstanding shares, in consideration of 500,000 JPY ($4,438 USD). Following the effective date of the share purchase transaction above on February 29, 2016, Exceed World, Inc. gained a 100% interest in the issued and outstanding shares of E&F’s common stock and E&F became a wholly owned subsidiary of the Company. As of February 29, 2016, the Company conducts a business of selling and distributing of health food products through E&F.
The accompanying unaudited consolidated financial statements of Exceed World, Inc. have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Form 10-Q and Regulation S-X. In the opinion of the management of the Company, all adjustments, which are of a normal recurring nature, necessary for a fair statement of the results for the three month period, have been made. Results for the interim periods presented are not necessarily indicative of the results that might be expected for the entire fiscal year. When used in these notes, the terms “Company”, “we”, “us” or “our” mean the Company. Certain information and note disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America has been omitted from these statements pursuant to such accounting principles and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited financial statements for the year ended November 30, 2015.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of E&F Co., Ltd. Equity investments in which we exercise significant influence, but do not control and are not the primary beneficiary, are accounted for using the equity method of accounting. Investments in which we do not exercise significant influence over the investee are accounted for using the cost method of accounting. Intercompany transactions are eliminated.
INVENTORIES
Inventories, consisting of products available for sale, are primarily accounted for using the first-in, first-out ("FIFO") method, and are valued at the lower of cost or market value. This valuation requires E&F to make judgments, based on currently-available information, about the likely method of disposition, such as through sales to individual customers, returns to product vendors, or liquidations, and expected recoverable values of each disposition category.
FOREIGN CURRENCY TRANSLATION
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations.
The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying financial statements have been expressed in US$. The Company maintains its books and record in its local currency, Japanese YEN (“JPY”), which is a functional currency as being the primary currency of the economic environment in which its operation is conducted. In accordance with ASC Topic 830-30, “Translation of Financial Statement”, assets and liabilities of the Company whose functional currency is not US$ are translated into US$, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive income within the statements of owners’ equity.
Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates:
| February 29, 2016 | |
| Current JPY: US$1 exchange rate | 112.66 |
| Average JPY: US$1 exchange rate | 118.27 |
COMPREHENSIVE INCOME OR LOSS
ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income or loss, its components and accumulated balances. Comprehensive income or loss as defined includes all changes in equity during a period from non-owner sources. Accumulated comprehensive income, as presented in the accompanying statements of owners’ equity consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income or loss is not included in the computation of income tax expense or benefit.
NOTE 3 - GOING CONCERN
The accompanying consolidated financial statements are prepared on a basis of accounting assuming that the Company is a going concern that contemplates realization of assets and satisfaction of liabilities in the normal course of business. The Company is considered a start-up company and has no revenue sources. The Company has reoccurring losses and negative cash flows. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s management plans to engage in very limited activities without incurring any liabilities that must be satisfied in cash until a source of funding is secured. The Company will offer noncash consideration and seek equity lines as a means of financing its operations. If the Company is unable to obtain revenue- producing contracts or financing or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.
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NOTE 4 - RELATED-PARTY TRANSACTIONS
On January 12, 2016, Mr. DeNunzio, the former sole shareholder of the Company, consummated a sale of 20,000,000 shares of our common stock to e-Learning Laboratory Co., Ltd., for an aggregate purchase price of $34,900. Following the closing of the share purchase transaction, e-Learning Laboratory Co., Ltd., owns a 100% interest in the issued and outstanding shares of our common stock. E-Learning Laboratory Co., Ltd., is the controlling shareholder of the Company. Commensurate with the closing, the Company, filed with the Delaware Secretary of State, a Certificate of Amendment to change the name of Registrant to Exceed World, Inc.
On January 12, 2016, Mr. Thomas DeNunzio resigned as our Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer. The resignation was not the result of any disagreement with us on any matter relating to our operations, policies or practices.
On January 12, 2016, Mr. Tomoo Yoshida was appointed as Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer.
On February 29, 2016, the Company entered into a Stock Purchase Agreement with Tomoo Yoshida, our President, CEO and Director. Pursuant to this Agreement, on February 29, 2016 Tomoo Yoshida transferred to Exceed World, Inc., 10 shares of the common stock of E&F Co., Ltd., a Japan corporation, (“E&F”), which represents all of its issued and outstanding shares, in consideration $4,438. This is a merger of entities under common control and therefore all assets, liabilities and operations of E&F will be accounted for at their historical carryover basis and as if they had been combined since E&F’s inception. Further note the inception date of E&F and that from inception through the date of acquisition that E&F had no revenues and nominal assets.
The assets and liabilities of E&F at February 29, 2016 are as follows:
| ASSETS | ||||||
| Current Assets | ||||||
| Cash and cash equivalents | $ | 20,138 | ||||
| Inventories | 9,995 | |||||
| Account receivables | 2,045 | |||||
| TOTAL CURRENT ASSETS | 32,178 | |||||
| TOTAL ASSETS | 32,178 | |||||
| LIABILITIES AND SHAREHOLDER'S EQUITY | ||||||
| Current Liabilities | ||||||
| Account payables | $ | 9,995 | ||||
| Loan from director | 21,392 | |||||
| TOTAL CURRENT LIABILITIES | 31,387 | |||||
| TOTAL LIABILITIES | 31,387 | |||||
| Shareholder's Deficit | ||||||
| Common stock (No par value, 1,000 shares authorized, | ||||||
| 10 shares issued and outstanding as of February 29, 2016 | 4,458 | |||||
| Deficit accumulated during the development stage | (3,474) | |||||
| Accumulated other comprehensive income | (193) | |||||
| TOTAL SHAREHOLDER'S EQUITY | 791 | |||||
| TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | $ | 32,178 | ||||
* As of February 29, 2016, 1 US Dollar was 112.17 to JP Yen for the historical rate and 118.27 for the average rate.
Following the effective date of the share purchase transaction above on February 29, 2016, Exceed World, Inc. gained a 100% interest in the issued and outstanding shares of E&F’s common stock and E&F became a wholly owned subsidiary of Exceed World Inc. Exceed World, Inc. is now the controlling and sole shareholder of E&F.
On February 29, 2016, the Company wrote off the accrued expenses owed by the previous owner whose amount was $4,696. The accrued expense written off has been recorded as additional paid in capital.
As of February 29, 2016, the Company owed a related party in the amount of $26,239 to Tomoo Yoshida, sole director, for payment of the Company’s expenses of which $4,438 was paid for the acquisition of E&Fs common stock. These are due on demand and bear no interest.
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INFORMATION NOT REQUIRED IN PROSPECTUS
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs (assuming all shares are sold) of this offering are as follows:
| SEC Registration Fee | $ | 30.21 |
| Auditor Fees and Expenses | $ | 3,000.00 |
| Legal Fees | $ | 1,000.00 |
| Consulting Fees | $ | 15,000.00 |
| Transfer Agent Fees | $ | 1,000.00 |
| TOTAL | $ | 20,030.21 |
(1) All amounts are estimates, other than the SEC’s registration fee.
INDEMNIFICATION OF OFFICER(S) AND DIRECTOR(S)
Section 145 of the Delaware General Corporation Law (the “Delaware Law”) authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, (including reimbursement for expenses incurred) arising under the Securities Act of 1933. Article VII of the Certificate of Incorporation of Exceed World, Inc. (“we”, “us” or “our company”) provides for indemnification of officers, directors and other employees of Exceed World, Inc. to the fullest extent permitted by Delaware Law. Article VII of the Certificate of Incorporation provides that directors shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of a director’s duty of loyalty to our company or our stockholders, (ii) acts and omissions that are not in good faith or that involve intentional misconduct or knowing violation of law, (iii) under Section 174 of the Delaware Law, or (iv) for any transaction from which the director derived any improper benefit.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Delaware Corporation Law and our Certificate of Incorporation, allow us to indemnify our officers and Directors from certain liabilities and our Bylaws, as amended (“Bylaws”), state that we shall indemnify every (i) present or former Director, advisory Director or officer of us and (ii) any person who while serving in any of the capacities referred to in clause (i) served at our request as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust, association or other enterprise. (each an “Indemnitee”).
Our Bylaws provide that the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, association or other enterprise, against expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with which action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful.
Except as provided above, our Certificate of Incorporation provides that a Director shall be liable to the extent provided by applicable law, (i) for breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DELAWARE CORPORATION LAW or (iv) for any transaction from which the director derived an improper personal benefit. If the DELAWARE CORPORATION LAW hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended DELAWARE CORPORATION LAW. Neither any amendment to or repeal of this Article 7, nor the adoption of any provision hereof inconsistent with this Article 7, shall adversely affect any right or protection of any director of the Corporation existing at the time of, or increase the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to or at the time of such amendment.
Neither our Bylaws, nor our Certificate of Incorporation include any specific indemnification provisions for our officer or Directors against liability under the Securities Act of 1933, as amended. Additionally, insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Act") may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
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RECENT SALES OF UNREGISTERED SECURITIES
On January 12, 2016, Thomas DeNunzio of 780 Reservoir Avenue, #123, Cranston, RI 02910, the sole shareholder of the Company, entered into a Share Purchase Agreement (the “Agreement”) with e-Learning Laboratory Co., Ltd. (“e-Learning”), with an address at 1-23-38-6F, Esakacho, Suita-shi, Osaka 564-0063 Japan. Pursuant to the Agreement, Mr. DeNunzio transferred to e-Learning Laboratory Co., Ltd., 20,000,000 shares of our common stock which represented all of our issued and outstanding shares.
Following the closing of the share purchase transaction above, e-Learning gained a 100% interest in the issued and outstanding shares of our common stock and became the controlling shareholder of the Company.
On April 1, 2016, e-Learning Laboratory Co., Ltd. entered into stock purchase agreements with 7 Japanese shareholders. Pursuant to these agreements, e-Learning Laboratory Co., Ltd. sold 140,000 shares of common stock in total to these individuals and received $270 as aggregate consideration. Each shareholder paid .215 Japanese Yen per share. At the time of purchase the price paid per share by each shareholder was the equivalent of about .002 USD.
The aforementioned sale of shares was exempt from registration in accordance with Regulation S of the Securities Act of 1933, as amended ("Regulation S") because the above sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.
| EXHIBITS TO REGISTRATION STATEMENT |
| Exhibit Number | Description of Exhibit |
| 3.1 | Certificate of Incorporation (1) |
| 3.2 | Bylaws (1) |
| 3.3 | Articles of Incorporation of E&F - translated (2) |
| 5.1 | Legal Opinion Letter (3) |
| 10.1 | Stock Purchase Agreement (2) |
| 10.2 | Agreement with Exceed Japan Co., Ltd. |
| 23.1 | Consent of Independent Accounting Firm “MaloneBailey LLP” (3) |
| 99.1 | Resolutions Approving Acquisition (2) |
(1) Filed as an exhibit to the Company's Registration Statement on Form 10, as filed with the SEC on February 19, 2015, and incorporated herein by this reference.
(2) Filed as an exhibit to the Company's Form 8-K, as filed with the SEC on March 4, 2016, and incorporated herein by this reference.
(3) Filed herewith.
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The undersigned Registrant hereby undertakes:
(a)(1) 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;
(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 383(b) (§230.383(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;
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) 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 383(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.
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 383;
(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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Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Osaka, Japan, on May 25, 2016.
| EXCEED WORLD, INC. | |
| By: /s/ Tomoo Yoshida | |
| Name: Tomoo Yoshida | |
Title: Chief Executive Officer Date: May 25, 2016 |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name: Tomoo Yoshida Signature: /s/ Tomoo Yoshida Title: President, and Chief Executive Officer (Principal Executive Officer) Date: May 25, 2016
Name: Tomoo Yoshida Signature: /s/ Tomoo Yoshida Title: Chief Financial Officer (Principal Financial Officer) Date: May 25, 2016
Name: Tomoo Yoshida Signature: /s/ Tomoo Yoshida Title: Chief Accounting Officer (Principal Accounting Officer) Date: May 25, 2016
Name: Tomoo Yoshida Signature: /s/ Tomoo Yoshida Title: Director Date: May 25, 2016
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of Exceed World, Inc., in the City of East Providence, Rhode Island on May 25, 2016.
| By: | /s/ Jeffrey DeNunzio | |
| Name: | Jeffrey DeNunzio; on behalf of V Financial Group, LLC | |
| Title: | Authorized Representative |
*Jeffrey DeNunzio is the managing member of V Financial Group LLC. Additionally, V Financial Group, LLC is the authorized representative as denoted above. Outside of the signing of this Registration Statement, and the Edgar Services provided to Exceed World, Inc. by V Financial Group, LLC, V Financial Group, LLC is unaffiliated with the Company.
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May 20, 2016
Board of Directors
Exceed World, Inc.
1-2-38-8F, Esaka-cho
Suita-shi, Osaka 564-0063
Japan
| Re: | Form S-1, filed with the Securities and Exchange Commission for Exceed World, Inc., a Delaware corporation (the "Company"), filed April 20, 2016 |
CIK: 0001634293
Dear Ladies and Gentlemen:
This opinion is submitted pursuant to Item 601(b)(5) of Regulation S-K under the Securities Act of 1933 with respect to the registration of 3,000,000 newly issued shares of the Company's common stock, $0.0001 par value (the “Shares”), being offered by the Selling Shareholder (the “SS Shares”).
In connection therewith, I have examined and relied upon original, certified, conformed, Photostat or other copies of the following documents:
i. The Certificate of Incorporation of the Company, filed November 25, 2014;
ii. Bylaws of the Company, dated November 25, 2014;
iii. The Registration Statement noted above and the Exhibits thereto; and
iv. Such other documents and matters of law as I have deemed necessary for the expression of the opinion herein contained.
In all such examinations, I have assumed the genuineness of all signatures on original documents, and the conformity to the originals of all copies submitted to me by the parties herein. In passing upon certain corporate records and documents of the Company, I have necessarily assumed the correctness and completeness of the statements made or included therein by the Company, and I express no opinion thereon. As to the various questions of fact material to this opinion, I have relied, to the extent I deemed reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to me by the Company, without verification except where such verification was readily ascertainable.
Based on the foregoing, I am of the opinion that the Shares, as already issued according to the terms of the prospectus contained in this registration statement, are duly and validly issued, duly authorized, fully paid and non-assessable.
This opinion is limited to the laws of the State of Delaware and federal law as in effect on the date of the effectiveness of the registration statement, exclusive of state securities and blue-sky laws, rules and regulations, and to all facts as they presently exist.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name under the caption "Interests of Named Experts and Counsel" in the prospectus comprising part of the Registration Statement.
Sincerely,
/s/ Benjamin L. Bunker
Benjamin L. Bunker, Esq.
SALES AGENCY AGREEMENT
This SALES AGENCY AGREEMENT (“Agreement”) is entered into effective as of May 1, 2016 (the “Effective Date”) between E&F Co., Ltd, a Japan corporation with principal offices at 1-2-38-8F, Esaka-cho, Suita-shi, Osaka 564-0063, Japan (the “Company”) and Exceed Japan Co., Ltd, , a Japan corporation with its principal place of business at 4-3-8-8F, Nishinakajima, Yodogawa-ku, Osaka-shi, Osaka, 532-0011, Japan (the “Supplier”).
1. Governing Law
1-1 This Agreement shall be interpreted and governed in accordance with the laws of Japan.
1-2 Both party shall comply with all governmental laws and fulfil this Agreement faithfully by mutual confidence.
2. Purpose
2-1 The Company shall sell and distribute the supplement products which are provided by the Supplier (“Products”) as the sales agency of the Supplier. Products are as follows:
| ･ | PURE ESALA |
| ･ | POPOCA |
| ･ | Le jeune |
| ･ | Magic Soap in Bath |
2-2 Both party may change or add Products by mutual agreement in writing.
3. Business Transaction
The Company shall purchase Products from the Supplier and sell to customers in the name and account of the Company.
4. Basic Agreement
This Agreement shall be applied in Separate Agreements (“Separate Agreements”) between the Company and the Supplier. If there is a difference between this Agreement and Separate Agreements, Separate Agreements shall be prior to this Agreement.
5. Separate Agreements
5-1 Necessary matters in the transactions under this Agreement shall be fixed in Separate Agreements at each transaction.
5-2 Separate Agreements shall be effective when writing order is closed.
6. Competing products
If the Company wish to deal competing products against the Supplier, the Company shall obtain ａ written approval from the Supplier in advance.
7. Documentation
Discussion, approval, notification, direction, claim, etc. shall be made through the documentation as a general rule. However, in case of emergency, both party may contact and notify by telephone, facsimile, email, etc.
8. Delivery
8-1 The Supplier shall deliver Products to the place specified in Separate Agreements and the Company shall inspect delivered products immediately after receiving of Products.
8-2 The Company shall complete the inspection in the preceding paragraph 30 days after receiving of Products. If the inspection is not completed within such period, it shall be regarded to be completed and accepted.
8-3 If there is a quality defect or shortage in the inspection, the Supplier shall redeliver Products.
8-4 This article shall also be applied to redelivered products.
9. Ownership and Risk Taking
9-1 The ownership of Products shall be transferred from the Supplier to the Company at acceptance of the inspection.
9-2 Risks of Products shall be transferred from the Supplier to the Company at acceptance of the inspection.
10. Ownership and Risk Taking
10-1 The Company shall pay the Supplier the amount of Products by bank transfer. The closing date of amount shall be the end of the month and the due date for payment shall be the end of the next month. The Company shall also pay bank transfer charge.
10-2 The Company shall pay sales taxes together with the amount of Products unless specified in Separate Agreements.
11. Defect warranty liability
If a product defect which has not been discovered in Products inspection is discovered, the Company may claim re-delivery of Products or repayment of the amount for 3 months from date of delivery.
12. Prohibition of Transfer of Power
Both party shall be prohibited from transferring its status, rights and obligations which arise from this Agreement or Separate Agreements to a third party without written consent of the other party.
13. Term
This Agreement shall effect for 3 years from the Effective Date. Thereafter, this Agreement shall be renewed automatically for successive additional 3 years terms unless either party chooses not to continue the relationship 30 days prior to the natural expiration of the existing three-year term.
14. Termination
14-1 Each party may terminate this Agreement or Separate Agreements if the other party violate this Agreement or Separate Agreements and cannot correct for 30 days from the improvement instruction.
14-2 This Agreement may be terminated by as follows:
14-2-1 By either party if the other party are seized
14-2-2 By either party if the other party becomes insolvent
14-2-3 By either party if the other party becomes bankrupt, or files a voluntary petition in bankruptcy
10.2.4 By either party if the other party becomes suspension of business or dissolution
10.2.5 By either party if the other party becomes worse of its property or credit
15. Elimination of Antisocial Forces
15-1 Each party shall affirm to the other party as follows:
15-1-1 Each party does not have no relation to antisocial forces
15-1-2 Directors or officers in each party does not have no relation to antisocial forces
15-1-1 Each party does not enter into this Agreement for antisocial forces
15-1-1 Each party does not do threatening or violent behavior
15-2 Each party may terminate this Agreement or Separate Agreements if there is a violation in preceding paragraphs without notice.
15-3 In case of the termination in preceding paragraph, the party terminated cannot claim any compensation for damages.
16. Effect of Termination
If this Agreement terminate or expire, Separate Agreements shall be effective except for the case in the preceding article.
17. Compensation for Damage
If each party is damaged be the other party intentionally or negligently, the party which cause damage shall be liable to compensate for damages
18. Abnormal Natural Disaster
The Supplier shall not be liable to compensation for losses due to force majeure, for example, abnormal natural disaster, war, riot, revision or repeal of laws, exercise of public authority, etc..
19. Confidentiality Obligation
19-1 Each word shall be defined as follows:
19-1-1 Disclosing Party shall be the party which disclose the information.
19-1-2 Receiving Party shall be the party which receive the information.
19-1-3 Confidential Information include all information or material which has or could have commercial value or other utility in the business in which Disclosing Party is engaged and Disclosing Party specify as Confidential Information in writing.
19-2 Receiving Party shall not disclose Confidential Information to third party for the purpose of fulfillment of this Agreement or Separate Agreements. Receiving Party's obligations under this Agreement do not extend to following information:
19-2-1 Publicly known at the time of disclosure or subsequently becomes publicly known through no fault of Receiving Party
19-2-2 Discovered or created by Receiving Party before disclosure by Disclosing Party
19-2-3 Learned by Receiving Party through legitimate means other than from Disclosing Party or Disclosing Party's representatives
19-2-4 Is disclosed by Receiving Party with Disclosing Party's prior written approval
19-3 Receiving Party shall hold and maintain Confidential Information in strictest confidence for the sole and exclusive benefit of Disclosing Party.
19-4 Receiving Party shall not, without prior written approval of Disclosing Party, use for Receiving Party's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Disclosing Party, any Confidential Information.
19-5 Receiving Party shall return to Disclosing Party any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Disclosing Party requests it in writing.
19-6 The nondisclosure provisions of this Agreement shall survive the termination of this Agreement and Receiving Party's duty to hold Confidential Information in confidence shall remain in effect until Confidential Information no longer qualifies as a trade secret or until Disclosing Party sends Receiving Party written notice releasing Receiving Party from this Agreement, whichever occurs first.
20. Notification Obligation
Each party shall notify the other party following matters promptly:
20-1 Merger, company split, share transfer, share exchange, assignment of business or other significant change in management
20-2 Change of the representative, company name, head office, main bank, etc.
20-3 If there is possibility to be impossible to fulfill this Agreement or Separate Agreements
21. Mutual Consultation
If matters which are not covered by this Agreement and Separate Agreements or doubts about interpretation of terms or conditions arise, each party shall resolve by mutual consultation faithfully.
22. Jurisdiction of Court
Jurisdiction of the court shall be the district court of first instance having jurisdiction over the location of the head office of the Supplier.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
May 1, 2016
Company
E&F Co., Ltd.
Tomoo Yoshida, President
/b/ Tomoo Yoshida
Supplier
Exceed Japan Co., Ltd.
Koichi Yoshimi, President
/b/ Koichi Yoshimi
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the inclusion in this Registration Statement on Form S-1/A of our report dated February 18, 2016 with respect to the audited balance sheets of Exceed World, Inc. (formerly Brilliant Acquisitions Inc.) as of November 30, 2015 and 2014 and the related statement of operations, changes in stockholders’ deficit and cash flows for the year ended November 30, 2015 and the period from November 25, 2014 (inception) through November 30, 2014.
We also consent to the references to us under the heading “Experts” in such Registration Statement.
/s/ MaloneBailey, LLP
www.malonebailey.com
Houston, Texas
May 24, 2016
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