Form 1-A Issuer Information


FORM 1-A

UNITED STATE
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 1-A
REGULATION A OFFERING STATEMENT
UNDER THE SECURITIES ACT OF 1933

OMB APPROVAL

OMB Number: ####-####

Estimated average burden hours per response: ##.#

1-A: Filer Information

Issuer CIK
0001724578
Issuer CCC
XXXXXXXX
DOS File Number
Offering File Number
Is this a LIVE or TEST Filing?
x LIVE o TEST
Would you like a Return Copy?
o
Notify via Filing Website only?
o
Since Last Filing?
o

Submission Contact Information

Name
Phone
E-Mail Address

1-A: Item 1. Issuer Information

Issuer Infomation

Exact name of issuer as specified in the issuer's charter
ARMADA NANO TECHNOLOGIES GROUP, INC
Jurisdiction of Incorporation / Organization
NEVADA
Year of Incorporation
2017
CIK
0001724578
Primary Standard Industrial Classification Code
MOTOR VEHICLE PARTS & ACCESSORIES
I.R.S. Employer Identification Number
00-0000000
Total number of full-time employees
0
Total number of part-time employees
0

Contact Infomation

Address of Principal Executive Offices

Address 1
48-51 Oceania Street
Address 2
City
BAYSIDE
State/Country
NEW YORK
Mailing Zip/ Postal Code
11364
Phone
917-582-0011

Provide the following information for the person the Securities and Exchange Commission's staff should call in connection with any pre-qualification review of the offering statement.

Name
PAUL CHEN
Address 1
Address 2
City
State/Country
Mailing Zip/ Postal Code
Phone

Provide up to two e-mail addresses to which the Securities and Exchange Commission's staff may send any comment letters relating to the offering statement. After qualification of the offering statement, such e-mail addresses are not required to remain active.

Financial Statements

Industry Group (select one)
o Banking o Insurance x Other

Use the financial statements for the most recent period contained in this offering statement to provide the following information about the issuer. The following table does not include all of the line items from the financial statements. Long Term Debt would include notes payable, bonds, mortgages, and similar obligations. To determine "Total Revenues" for all companies selecting "Other" for their industry group, refer to Article 5-03(b)(1) of Regulation S-X. For companies selecting "Insurance", refer to Article 7-04 of Regulation S-X for calculation of "Total Revenues" and paragraphs 5 and 7 of Article 7-04 for "Costs and Expenses Applicable to Revenues".

Balance Sheet Information

Cash and Cash Equivalents
$ 0.00
Investment Securities
$ 0.00
Total Investments
$
Accounts and Notes Receivable
$ 0.00
Loans
$
Property, Plant and Equipment (PP&E):
$ 0.00
Property and Equipment
$
Total Assets
$ 0.00
Accounts Payable and Accrued Liabilities
$ 851.00
Policy Liabilities and Accruals
$
Deposits
$
Long Term Debt
$ 0.00
Total Liabilities
$ 851.00
Total Stockholders' Equity
$ -851.00
Total Liabilities and Equity
$ 0.00

Income Statement Information

Total Revenues
$ 0.00
Total Interest Income
$
Costs and Expenses Applicable to Revenues
$ 9851.00
Total Interest Expenses
$
Depreciation and Amortization
$ 0.00
Net Income
$ -9851.00
Earnings Per Share - Basic
$ 0.00
Earnings Per Share - Diluted
$ 0.00
Name of Auditor (if any)
PARITZ & COMPANY, P. A.

Outstanding Securities

Common Equity

Name of Class (if any) Common Equity
Common Stock
Common Equity Units Outstanding
25000000
Common Equity CUSIP (if any):
0
Common Equity Units Name of Trading Center or Quotation Medium (if any)
0

Preferred Equity

Preferred Equity Name of Class (if any)
None
Preferred Equity Units Outstanding
0
Preferred Equity CUSIP (if any)
Preferred Equity Name of Trading Center or Quotation Medium (if any)

Debt Securities

Debt Securities Name of Class (if any)
None
Debt Securities Units Outstanding
0
Debt Securities CUSIP (if any):
Debt Securities Name of Trading Center or Quotation Medium (if any)

1-A: Item 2. Issuer Eligibility

Issuer Eligibility

Check this box to certify that all of the following statements are true for the issuer(s)

x

  • Organized under the laws of the United States or Canada, or any State, Province, Territory or possession thereof, or the District of Columbia.
  • Principal place of business is in the United States or Canada.
  • Not subject to section 13 or 15(d) of the Securities Exchange Act of 1934.
  • Not a development stage company that either (a) has no specific business plan or purpose, or (b) has indicated that its business plan is to merge with an unidentified company or companies.
  • Not an investment company registered or required to be registered under the Investment Company Act of 1940.
  • Not issuing fractional undivided interests in oil or gas rights, or a similar interest in other mineral rights.
  • Not issuing asset-backed securities as defined in Item 1101 (c) of Regulation AB.
  • Not, and has not been, subject to any order of the Commission entered pursuant to Section 12(j) of the Exchange Act (15 U.S.C. 78l(j)) within five years before the filing of this offering statement.
  • Has filed with the Commission all the reports it was required to file, if any, pursuant to Rule 257 during the two years immediately before the filing of the offering statement (or for such shorter period that the issuer was required to file such reports).

1-A: Item 3. Application of Rule 262

Application Rule 262

Check this box to certify that, as of the time of this filing, each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification.

x

Check this box if "bad actor" disclosure under Rule 262(d) is provided in Part II of the offering statement.

o

1-A: Item 4. Summary Information Regarding the Offering and Other Current or Proposed Offerings

Summary Infomation

Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering
o Tier1 x Tier2
Check the appropriate box to indicate whether the financial statements have been audited
o Unaudited x Audited
Types of Securities Offered in this Offering Statement (select all that apply)
x Equity (common or preferred stock)
Does the issuer intend to offer the securities on a delayed or continuous basis pursuant to Rule 251(d)(3)?
x Yes o No
Does the issuer intend this offering to last more than one year?
o Yes x No
Does the issuer intend to price this offering after qualification pursuant to Rule 253(b)?
o Yes x No
Will the issuer be conducting a best efforts offering?
x Yes o No
Has the issuer used solicitation of interest communications in connection with the proposed offering?
o Yes x No
Does the proposed offering involve the resale of securities by affiliates of the issuer?
o Yes x No
Number of securities offered
15000000
Number of securities of that class outstanding
25000000

The information called for by this item below may be omitted if undetermined at the time of filing or submission, except that if a price range has been included in the offering statement, the midpoint of that range must be used to respond. Please refer to Rule 251(a) for the definition of "aggregate offering price" or "aggregate sales" as used in this item. Please leave the field blank if undetermined at this time and include a zero if a particular item is not applicable to the offering.

Price per security
$ 0.0100
The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer
$ 150000.00
The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders
$ 0.00
The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement
$ 0.00
The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement
$ 0.00
Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs)
$ 150000.00

Anticipated fees in connection with this offering and names of service providers

Underwriters - Name of Service Provider
Underwriters - Fees
$ 0.00
Sales Commissions - Name of Service Provider
Sales Commissions - Fee
$ 0.00
Finders' Fees - Name of Service Provider
Finders' Fees - Fees
$ 0.00
Audit - Name of Service Provider
Paritz & Company P.A.
Audit - Fees
$ 4000.00
Legal - Name of Service Provider
JMS Law Group, PLLC
Legal - Fees
$ 10000.00
Promoters - Name of Service Provider
Promoters - Fees
$ 0.00
Blue Sky Compliance - Name of Service Provider
Blue Sky Compliance - Fees
$ 0.00
CRD Number of any broker or dealer listed:
Estimated net proceeds to the issuer
$ 130000.00
Clarification of responses (if necessary)

1-A: Item 5. Jurisdictions in Which Securities are to be Offered

Jurisdictions in Which Securities are to be Offered

Using the list below, select the jurisdictions in which the issuer intends to offer the securities

Selected States and Jurisdictions

ALASKA
ALABAMA
ARKANSAS
ARIZONA
CALIFORNIA
COLORADO
CONNECTICUT
DISTRICT OF COLUMBIA
DELAWARE
FLORIDA
GEORGIA
HAWAII
IOWA
IDAHO
ILLINOIS
INDIANA
KANSAS
KENTUCKY
LOUISIANA
MASSACHUSETTS
MARYLAND
MAINE
MICHIGAN
MINNESOTA
MISSOURI
MISSISSIPPI
MONTANA
NORTH CAROLINA
NORTH DAKOTA
NEBRASKA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEVADA
NEW YORK
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VIRGINIA
VERMONT
WASHINGTON
WISCONSIN
WEST VIRGINIA
WYOMING
ALBERTA, CANADA
BRITISH COLUMBIA, CANADA
MANITOBA, CANADA
NEW BRUNSWICK, CANADA
NEWFOUNDLAND, CANADA
NOVA SCOTIA, CANADA
ONTARIO, CANADA
PRINCE EDWARD ISLAND, CANADA
QUEBEC, CANADA
SASKATCHEWAN, CANADA
YUKON, CANADA
CANADA (FEDERAL LEVEL)

Using the list below, select the jurisdictions in which the securities are to be offered by underwriters, dealers or sales persons or check the appropriate box

None
o
Same as the jurisdictions in which the issuer intends to offer the securities
x
Selected States and Jurisdictions

ALASKA
ALABAMA
ARKANSAS
ARIZONA
CALIFORNIA
COLORADO
CONNECTICUT
DISTRICT OF COLUMBIA
DELAWARE
FLORIDA
GEORGIA
HAWAII
IOWA
IDAHO
ILLINOIS
INDIANA
KANSAS
KENTUCKY
LOUISIANA
MASSACHUSETTS
MARYLAND
MAINE
MICHIGAN
MINNESOTA
MISSOURI
MISSISSIPPI
MONTANA
NORTH CAROLINA
NORTH DAKOTA
NEBRASKA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEVADA
NEW YORK
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VIRGINIA
VERMONT
WASHINGTON
WISCONSIN
WEST VIRGINIA
WYOMING
ALBERTA, CANADA
BRITISH COLUMBIA, CANADA
MANITOBA, CANADA
NEW BRUNSWICK, CANADA
NEWFOUNDLAND, CANADA
NOVA SCOTIA, CANADA
ONTARIO, CANADA
PRINCE EDWARD ISLAND, CANADA
QUEBEC, CANADA
SASKATCHEWAN, CANADA
YUKON, CANADA
CANADA (FEDERAL LEVEL)

1-A: Item 6. Unregistered Securities Issued or Sold Within One Year

Unregistered Securities Issued or Sold Within One Year

None o

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

(a)Name of such issuer
ARMADA NANO TECHNOLOGIES GROUP, INC.
(b)(1) Title of securities issued
Common Stock
(2) Total Amount of such securities issued
25000000
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.
0
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.
$25000 ($.001/share)
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).

Unregistered Securities Act

(e) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefly the facts relied upon for such exemption
All securities issued pursuant to the exemption provided by Regulation D under the Securities Act of 1933, as amended.

 

PART II AND III

 

Preliminary Offering Circular Dated January 5, 2018

 

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission, which we refer to as the Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained.

 

PRELIMINARY OFFERING CIRCULAR

Armada Nano Technologies Group, Inc.

15,000,000 SHARES OF COMMON STOCK

 

This prospectus relates to the offer and sale of a maximum of 15,000,000 shares of common stock, $0.001 par value by Armada Nano Technologies Group, Inc. , a Nevada corporation (the “Company”). There is no minimum for this Offering. The Offering will commence promptly on the date upon which this prospectus is declared effective by the SEC and will continue for 180 days. The offering shall terminate on the earlier of (i) when the offering period ends (180 days from the effective date of this prospectus), (ii) the date when the sale of all 15,000,000 shares is completed, (iii) when the Board of Directors decides that it is in the best interest of the Company to terminate the offering prior the completion of the sale of all 15,000,000 shares registered under the Registration Statement of which this prospectus is part.

 

The offering of the 15,000,000 shares is a “best efforts” offering, which means that our officers and directors will use their best efforts to sell the common stock and there is no commitment by any person to purchase any shares. The shares will be offered at a fixed price of $0.01 per share for the duration of the offering. There is no minimum number of shares required to be sold to close the offering. Proceeds from the sale of the shares will be used to fund the initial stages of our business development. We have not made any arrangements to place funds received from share subscriptions in an escrow, trust or similar account. Any funds raised from the offering will be immediately available to us for our immediate use.

 

This is a direct participation offering since we are offering the stock directly to the public without the participation of an underwriter. Our officers and directors will be solely responsible for selling shares under this offering and no commission will be paid on any sales. If 100% of the shares are sold, the Company will receive net proceeds of $150,000. If 50% $75,000 respectively.

 

 
 
 
 

 

Prior to this offering, there has been no public market for our common stock and we have not applied for the listing or quotation of our common stock on any public market. We have arbitrarily determined the offering price of $0.01 per share in relation to this offering. The offering price bears no relationship to our assets, book value, earnings or any other customary investment criteria. After the effective date of the registration statement, we intend to seek a market maker to file an application with the Financial Industry Regulatory Authority (“FINRA”) to have our common stock quoted on the OTC Bulletin Board. We currently have no market maker who is willing to list quotations for our stock. There is no assurance that an active trading market for our shares will develop or will be sustained if developed.

 

We are an “emerging growth company” under applicable Securities and Exchange Commission rules and will be subject to reduced public company reporting requirements.

 

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common shares.

 

The purchase of the securities offered through this prospectus involves a high degree of risk. You should carefully read and consider the section of this prospectus entitled  risk factors  beginning on page 8 before buying any shares of Armada Nano Technologies Group, Inc..

 

NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO  WWW.INVESTOR.GOV .

 

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED HEREBY OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

 

This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED __________________________, 2018

 

 
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TABLE OF CONTENTS

 

 

Page

 

Offering Circular summary

 

 

5

 

Risk factors

 

 

8

 

Use of proceeds

 

 

16

 

Determination of offering price

 

 

17

 

Dilution

 

 

17

 

Description of securities

 

 

18

 

Plan of distribution

 

 

19

 

Description of business

 

 

22

 

Management’s discussion and analysis of financial condition and results of operations

 

 

25

 

Legal proceedings

 

 

31

 

Market for common equity and related stockholder matters

 

 

31

 

Directors, executive officers, promoters and control persons

 

 

32

 

Executive compensation

 

 

35

 

Security ownership of certain beneficial owners and management

 

 

36

 

Certain relationships and related transactions

 

 

37

 

Disclosure of commission position on indemnification for securities act liabilities

 

 

37

 

Where you can find more information

 

 

38

 

Interests of named experts and counsel

 

 

38

 

Changes in and disagreements with accountants on accounting and financial disclosure

 

 

38

 

Financial statements

 

 

39

 

Signatures

 

 

53

 

 

We have not authorized any dealer, salesperson or other person to give any information or represent anything not contained in this prospectus. You should not rely on any unauthorized information. This prospectus is not an offer to sell or buy any shares in any state or other jurisdiction in which it is unlawful. The information in this prospectus is current as of the date on the cover. You should rely only on the information contained in this prospectus.

 

 
3
 
 

  

A CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus contains forward-looking statements which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors," that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

 

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

 
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Table of Contents

  

PROSPECTUS SUMMARY

 

As used in this prospectus, unless the context otherwise requires, “we,” “us,” “our,” refers to Armada Nano Technologies Group, Inc. (the “Company”). The following summary highlights selected information contained in this prospectus. You should read the entire prospectus carefully before making an investment decision to purchase our common stock.

 

Our Company

 

We were incorporated on June 10, 2017 under the laws of the State of Nevada as a Limited Liability Company ("LLC"). On September 27, 2017 we converted from a LLC to a corporation. We are the Exclusive Distributor of an advanced and revolutionary nano silicon battery for the North American market.

 

We were founded by Mr. David Champ (CEO, CFO) who is a Taiwanese American in New York. Mr. Champ, as an officer of multiple companies in the electric vehicle and battery industry, recognized that the battery is extremely important and crucial to the overall performance. Mr. Champ spent years visiting all the major battery manufacturers in China in attempt to team up with the best battery manufacturer for EV products. In late 2016, after more than two years of searching, Mr. Champ finally met a retired senior military scientist who invented a “ nano silicon technology,” an owner of a company that was a battery supplier to the PRA military procurement system, and who’s battery products are widely used in many military applications, including tanks, submarines and others. We believe that this advanced and revolutionary Nano Silicon Battery is far more superb than the conventional lead-acid battery, as we anticipate it to be about 20% smaller and lighter, will provide 30% more capacity in mileage, and up to 5,000 charge cycles vs. the 300-500 charge cycles of the conventional lead-acid battery.

 

After extensive trial-testing we felt the results were truly amazing and impressive. As a result of this diligence and research we teamed with members of the battery manufacturer to bring the technologies into the North American market. In September, 2017 we became the Master Distributor to the patented Nano Silicon Battery in North America for twenty years from Zhongke Jiuding Energy Co, Ltd. (a company which our CEO is also an officer). We are confident this nano-silicon battery will do very well in a wide variety of applications, including general automotive, marine vessels, golf cars, low-speed electric vehicles, snowmobiles, ATV, Jet Ski, solar farm, wind farm, and many more. The anticipated extra-long life expectancy (over 10 times longer than the ordinary lead-acid battery), the superb performance under severe cold weather condition, and the near zero self-discharge characteristic, all will create a nice market share for our product lines.

 

Phase One

Finalize Research and Development

Phase Two

Open a Master Distribution Center in the U.S.

Phase Three

Establish a network of distributors throughout North America

Phase Four

Build and open a full-scale production facility in the U.S.

 

We have not realized any revenues to date. Our independent auditor has issued an audit opinion for our Company which includes a statement expressing substantial doubt as to our ability to continue as a going concern.

 

 
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Table of Contents

  

From inception until the date of this filing we have had limited operating activities, primarily consisting of the incorporation, research into the battery market, development of our business plan, and the initial equity funding by our officers and directors. We received our initial funding of $25,000 through the sale of common stock from our officers and directors (and friends and family), who purchased 25,000,000 shares of common stock at $0.001 per share.

 

The Company’s principal offices are located at 48-51 Oceania Street, Bayside, NY 11364. Our telephone number is (917) 582-0011. We intend to use the net proceeds from this offering to develop our business operations (See "Description of business" and "Use of proceeds" as captioned above). To commence the implementation of our business plan we require a minimum funding of $250,000. There is no assurance that we will generate any revenue in the first 12 months after the completion of our offering or ever generate any revenue. If we do not generate any revenue we may need a minimum of $7,500 of additional funding to pay for ongoing SEC filing requirements. We do not currently have any arrangements for financing.

 

Our financial statements from inception, on June 10, 2017 through September 30, 2017, report no revenues and a net loss of $9,851. Our independent auditor has issued an audit opinion which includes a statement expressing substantial doubt as to our ability to continue as a going concern.

 

As of the date of this prospectus, there is no public trading market for our common stock and no assurance that a trading market for our securities will ever develop or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority (“FINRA”) for our common stock to be eligible for trading on the Over-the-Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application. There can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop.

 

This is a direct participation offering since we are offering the stock directly to the public without the participation of an underwriter. Our officers and directors will be solely responsible for selling shares under this offering and no commission will be paid on any sales.

 

 
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Table of Contents

  

We are an "emerging growth company" within the meaning of the federal securities laws. For as long as we are an emerging growth company, we will not be required to comply with the 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, the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and the 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 intend to take advantage of these reporting exemptions until we are no longer an emerging growth company. For a description of the qualifications and other requirements applicable to emerging growth companies and certain elections that we have made due to our status as an emerging growth company, see the risk factors on page 11.

 

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock.

 

Under U.S. federal securities legislation, our common stock will be “penny stock”. Penny stock is any equity that has a market price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require that a broker or dealer approve a potential investor’s account for transactions in penny stocks, and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve an investor’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience objectives of the person, and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the suitability determination. Brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock. Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

 

 
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Table of Contents

  

The Offering

 

The Company:

Armada Nano Technologies Group, Inc.

Securities being offered:

15,000,000 shares of our common stock, par value $0.001 per share.

Offering price per share:

$0.01

Duration of the offering:

The 15,000,000 shares of common stock are being offered for a period of 180 days from the effective date of this prospectus.

Net proceeds to us:

If 50% of the shares sold - $75,000

If 100% of the shares sold - $150,000

For further information on the use of proceeds, see page 14.

Shares issued and outstanding prior to offering:

25,000,000 shares of our common stock are issued and outstanding as of the date of this prospectus owned by our officers and directors.

Shares issued and outstanding after offering:

40,000,000 shares of our common stock issued and outstanding if we are successful at selling all the shares in this offering.

Risk factors:

The common stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk factors” beginning on page 7.

 

There is no assurance that we will raise the full $150,000 as anticipated and there is no guarantee that we will receive any proceeds from the offering.

 

RISK FACTORS

 

An investment in our common stock involves a number of very significant risks. You should carefully consider the following known material risks and uncertainties in addition to other information in this prospectus in evaluating our company and its business before purchasing shares of our company’s common stock. You could lose all or part of your investment due to any of these risks.

 

 
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Risk factors related to our business

 

Because our auditors have issued a going concern opinion, there is substantial uncertainty we will continue operations in which case you could lose your investment.

 

In their report dated October 12, 2017 our independent registered public accounting firm Paritz & Company, P.A., stated that our financial statements for the period from inception (June 10, 2017 ) to September 30, 2017 were prepared assuming the Company will continue as a going concern. This means that there is substantial doubt that we can continue as an ongoing business. For the period from June 10, 2017 to September 30, 2017 we incurred a net loss of $9,851. We will need to generate significant revenue in order to achieve profitability and we may never become profitable. The going concern paragraph in the independent auditor’s report emphasizes the uncertainty related to our business as well as the level of risk associated with an investment in our common stock. We intend to use the net proceeds from this offering to develop our business operations. To implement our business plan we require a minimum funding of $75,000 over the next twelve months. After twelve months period we may need additional financing. If we do not generate any revenue we may need a minimum of $7,500 of additional funding to pay for legal and accounting fees, and for costs associated with being a “reporting issuer” under the Securities Exchange Act of 1934, as amended SEC filing requirements.

 

Our officers and directors have agreed to loan the Company funds. However they have no firm commitment, arrangement or legal obligation to advance or loan funds to the Company and there is also no guarantee that they will continue to loan the funds to the Company in the future as well.

 

We have limited operations, have never had any revenues, have no current prospects for future revenues, and have losses which we expect to continue into the future. As a result, we may have to suspend or cease operations.

 

We are in the development stage to establish our distributor and dealer network in the North America Market for our advanced and proprietary nano-silicon battery. We anticipate that our product lines will meet the huge demand for general automotive, golf cars, low-speed electric vehicles, ATVs, snowmobiles, jet skis, marine vessels, solar farms and wind farms, but there is no guarantee we will be able to sell the battery. Based upon current plans, we expect to incur operating losses in the initial market development stage.

 

We have no operating history and have maintained losses since inception, which we expect to continue into the future.

 

We were incorporated on June 10, 2017 and have limited operations. We have not realized any revenues to date. . Our net loss from inception (June 10, 2017) to September 30 is $9,851. Based upon our proposed plans, we expect to incur operating losses in future periods. This will happen because there are substantial costs and expenses associated with development, advertising and promoting our new products. We may fail to generate revenues in the future. If we cannot attract a significant number of customers, we will not be able to generate any significant revenues or income. Failure to generate revenues will cause us to go out of business because we will not have the money to pay our ongoing expenses.

 

 
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The officers and directors of the Company, currently devote approximately 30 to 40 hours per week to the Company matters because they are involved in other business activities. An elite sales & marketing team is now being recruited at the moment, along with on-line internet sales over all the major websites.

 

We do not have any employment agreements or maintain key person life insurance policies on officers and directors. We do not anticipate entering into employment agreements with them or acquiring key man insurance in the near future. We have not hired a sales and marketing team. There is no assurance that we will be able to locate qualified people.

 

Since a majority of our shares of common stock are owned by our officers and directors, other stockholders may not be able to influence control of the Company or decision making by management of the Company, and as such, our officers and directors may have a conflict of interest with the minority shareholders at some time in the future.

 

Our officers and directors beneficially own a majority of our issued and outstanding common stock. The interests of our officers and directors may not be, at all times, the same as that of our other shareholders. Our officers and directors are not simply passive investors but are also executive officers of the Company, and as such their interests may, at times, be adverse to those of passive investors. Where those conflicts exist, our shareholders will be dependent upon our directors exercising, in a manner fair to all of our shareholders, their fiduciary duties as officers or as members of the company's board of directors. Also, our officers and directors will have the ability to control the outcome of most corporate actions requiring shareholder approval, including the sale of all or substantially all of our assets and amendments to our Articles of Incorporation. This concentration of ownership may also have the effect of delaying, deferring or preventing a change of control of us, which may be disadvantageous to minority shareholders.

 

We intend to become subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, which will require us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs will negatively affect our ability to earn a profit.

 

Following the effective date of the registration statement in which this prospectus is included, we will be required to file periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 and the rules and regulations thereunder. In order to comply with such requirements, our independent registered auditors will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. Factors such as the number and type of transactions that we engage in and the complexity of our reports cannot accurately be determined at this time and may have a major negative affect on the cost and amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit.

 

 
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However, for as long as we remain an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, we intend to 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 intend to take advantage of these reporting exemptions until we are no longer an "emerging growth company." We will remain an "emerging growth company" for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that you become a "large accelerated filer" as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

 

After, and if ever, we are no longer an "emerging growth company," we expect to incur significant additional expenses and devote substantial management effort toward ensuring compliance with those requirements applicable to companies that are not "emerging growth companies," including Section 404 of the Sarbanes-Oxley Act.

 

We are an  emerging growth company  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 Jumpstart our Business Start-ups Act of 2012, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public 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 will 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.

 

Under the Jumpstart Our Business Start-ups Act, “emerging growth companies” can delay adopting new or revised accounting standards until such time as those standards apply to private companies.

 

 
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Risk factors related to our common stock

 

We are selling our offering of 15,000,000 shares of common stock without an underwriter and may be unable to sell any shares.

 

Our offering of 15,000,000 shares is self-underwritten, we are not going to engage the services of an underwriter to sell the shares; we intend to sell our shares through our officers and directors, who will receive no commissions. They will offer the shares to friends, family members, and business associates; however, there is no guarantee that they will be able to sell any of the shares. Unless they are successful in selling all of the shares and we receive the proceeds from this offering, we may have to seek alternative financing to implement our business plan.

 

Because there is no minimum proceeds the Company can receive from its offering of 15,000,000 shares, the Company may not raise $150,000 to implement its planned business and your entire investment could be lost

 

The Company is making its offering of 15,000,000 shares of common stock on a best-efforts basis and there is no minimum amount of proceeds the Company may receive. Funds raised under this offering will not be held in trust or in any escrow account and all funds raised regardless of the amount will be available to the Company. In the event the Company does not raise $150,000 to implement its planned operations, your entire investment could be lost.

 

Our current management holds significant control over our common stock and they may be able to control our company indefinitely.

 

Our management has significant control over our voting stock which may make it difficult to complete some corporate transactions without their support and may prevent a change in control.. As a result of this substantial ownership in our common stock, they will have considerable influence over the outcome of all matters submitted to our stockholders for approval, including the election of directors. In addition, this ownership could discourage the acquisition of our common stock by potential investors and could have an anti-takeover effect, possibly depressing the trading price of our common stock.

 

Due to the lack of a trading market for our securities, you may have difficulty selling any shares you purchase in this offering.

 

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 effectiveness of this Registration Statement to file an application to have our shares quoted on the OTC Electronic Bulletin Board (OTCBB). The OTCBB is a regulated quotation service that displays real-time quotes, last sale prices and volume information in over-the-counter (OTC) securities. The OTCBB is not an issuer listing service, market or exchange. Although the OTCBB does not have any listing requirements but, to be eligible for quotation on the OTCBB, issuers must remain current in their filings with the SEC or applicable regulatory authority. Market Makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 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 or that our stock will be quoted for sale. As of the date of this filing, there have been no discussions or understandings between the company nor 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 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.

 

 
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You will incur immediate and substantial dilution of the price you pay for your shares.

 

Our existing stockholders acquired their shares at a cost of $0.001 per share, a cost per share substantially less than that which you will pay for the shares you purchase in this offering. Accordingly, any investment you make in these shares will result in the immediate and substantial dilution of the net tangible book value of those shares from the $0.01 you pay for them.

 

State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this prospectus.

 

Secondary trading in common stock sold in this offering will 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 could not 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 thus causing you to realize a loss on your investment. The Company does not intend to seek registration or qualification of its shares of common stock the subject of this offering in any State or territory of the United States. Aside from a “secondary trading” exemption, other exemptions under state law and the laws of US territories may be available to purchasers of the shares of common stock sold in this offering.

 

We may, in the future, issue additional common shares, which would reduce investors  percent of ownership and may dilute our share value.

 

Our Articles of Incorporation authorize the issuance of 50,000,000 shares of common stock. As of September 30, 2017 the Company had 25,000,000 shares of common stock issued and outstanding. Accordingly, we may issue up to an additional 25,000,000 shares of common stock. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

 

Because we do not intend to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell them.

 

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them. There is no assurance that stockholders will be able to sell shares when desired.

 

 
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Broker-dealers may be discouraged from effecting transactions in our shares because they are considered penny stocks and are subject to the penny stock rules.

 

Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934, as amended, impose sales practice and disclosure requirements on broker-dealers who make a market in “penny stocks”. A penny stock generally includes any non-Nasdaq equity security that has a market price of less than $5.00 per share. Our shares currently are not traded on Nasdaq nor on any other exchange nor are they quoted on the OTC Bulletin Board. Following the date of the registration statement, in which this prospectus is included, becomes effective we hope to find a broker-dealer to act as a market maker for our stock and file on our behalf with FINRA an application on Form 211 for approval for our shares to be quoted on the OTC Bulletin Board. As of the date of this prospectus, we have not attempted to find a market maker to file such application for us. If we are successful in finding such a market maker and successful in applying for quotation on the OTC Bulletin Board, it is very likely that our stock will be considered a “penny stock.” In that case, purchases and sales of our shares will be generally facilitated by FINRA broker-dealers who act as market makers for our shares. The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of the shares and impede the sale of our shares in the secondary market.

 

Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or “accredited investor” (generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser’s written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt.

 

In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer’s account and information with respect to the limited market in penny stocks.

 

Anti-takeover effects of certain provisions of Nevada state law hinder a potential takeover of our company.

 

Though not now, in the future, we may become subject to Nevada’s control share law. A corporation is subject to Nevada’s control share law if it has more than 200 stockholders, at least 100 of whom are stockholders of record and residents of Nevada, and it does business in Nevada or through an affiliated corporation. The law focuses on the acquisition of a “controlling interest” which means the ownership of outstanding voting shares sufficient, but for the control share law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation in the election of directors: (i) one-fifth or more but less than one-third, (ii) one-third or more but less than a majority, or (iii) a majority or more. The ability to exercise such voting power may be direct or indirect, as well as individual or in association with others.

 

 
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The effect of the control share law is that the acquiring person, and those acting in association with it, obtains only such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders. The control share law contemplates that voting rights will be considered only once by the other stockholders. Thus, there is no authority to strip voting rights from the control shares of an acquiring person once those rights have been approved. If the stockholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent non-voting shares. The acquiring person is free to sell its shares to others. If the buyers of those shares themselves do not acquire a controlling interest, their shares do not become governed by the control share law.

 

If control shares are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of record, other than an acquiring person, who has not voted in favor of approval of voting rights is entitled to demand fair value for such stockholder’s shares. Nevada’s control share law may have the effect of discouraging takeovers of the company.

 

In addition to the control share law, Nevada has a business combination law that prohibits certain business combinations between Nevada corporations and “interested stockholders” for three years after the “interested stockholder” first becomes an “interested stockholder,” unless the corporation’s board of director approves the combination in advance. For purposes of Nevada law, an “interested stockholder” is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (ii) an affiliate or associate of the corporation and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “business combination” is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquirer to use the corporation’s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders.

 

The effect of Nevada’s business combination law is to potentially discourage parties interested in taking control of our company from doing so if it cannot obtain the approval of our board of director.

 

 
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USE OF PROCEEDS

 

Our public offering of 15,000,000 shares is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.01. The following table sets forth the anticipated use of proceeds assuming the sale of 25%, 50%, 75% and 100%, respectively, of the securities offered for sale by the company. There is no assurance that we will raise the full $150,000 as anticipated. The foregoing is subject to change based on circumstances which exist at such time.

 

 

 

25% of

 

 

50% of

 

 

75% of

 

 

100% of

 

 

 

shares sold

 

 

shares sold

 

 

shares sold

 

 

shares sold

 

Gross proceeds from this offering(1)

 

$ 37,500

 

 

$ 75,000

 

 

$ 112,500

 

 

$ 150,000

 

SEC reporting and compliance

 

 

7,500

 

 

 

7,500

 

 

 

7,500

 

 

 

7,500

 

Marketing and advertising

 

 

7,500

 

 

 

15,000

 

 

 

22,500

 

 

 

22,500

 

Printing of POS Materials

 

 

2,500

 

 

 

5,000

 

 

 

7,500

 

 

 

10,000

 

Shipping of 1 st inventory

 

 

10,000

 

 

 

27,500

 

 

 

55,000

 

 

 

85,000

 

Establishing an office

 

 

5,000

 

 

 

10,000

 

 

 

10,000

 

 

 

10,000

 

Salaries

 

 

5,000.

 

 

 

10,000

 

 

 

10,000

 

 

 

15,000

 

Total

 

 

37,500.

 

 

 

75,000

 

 

 

112,500

 

 

 

150,000

 

________________ 

(1) Expenditures for the 12 months following the completion of this offering. The expenditures are categorized by significant area of activity.

 

Please see a detailed description of the use of proceeds in the “Plan of operation” section of this prospectus.

 

 
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DETERMINATION OF THE OFFERING PRICE

 

The offering price of the 15,000,000 shares being offered has been determined arbitrarily by us. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. In determining the number of shares to be offered and the offering price, we took into consideration our cash on hand and the amount of money we would need to implement our business plan. Accordingly, the offering price should not be considered an indication of the actual value of the securities.

 

DILUTION

 

The price of our offering of 15,000,000 shares is fixed at $0.01 per share. This price is significantly higher than $0.001 price per share paid by our officers, directors and two investors for the 25,000,000 shares of common stock they purchased.

 

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 September 30, 2017 the net tangible book value of our shares of common stock was ($851) or ($0.00) per share based upon 25,000,000 shares outstanding.

 

Existing stockholders if all of the shares are sold

 

Price per share

 

$ 0.01

 

Net tangible book value per share before offering

 

$ (851 )

Potential gain to existing shareholders net of offering expenses

 

$ 0

 

Net tangible book value per share after offering

 

$ (851 )

Increase to present stockholders in net tangible book value per share after offering

 

$ 0

 

Capital contributions

 

$ 175,000

 

Number of shares outstanding before the offering

 

 

25,000,000

 

Number of shares after offering held by existing stockholders

 

 

40,000,000

 

Percentage of ownership after offering

 

 

62.5 %

 

 
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Purchasers of shares in this offering

 

 

 

If 100% of

 

 

If 75% of

 

 

If 50% of

 

 

If 25% of

 

 

 

shares

 

 

shares

 

 

shares

 

 

shares

 

 

 

sold

 

 

sold

 

 

sold

 

 

sold

 

Price per share

 

 

0.01

 

 

 

0.01

 

 

 

0.01

 

 

 

0.01

 

Dilution per share

 

 

0.01

 

 

 

0.01

 

 

 

0.01

 

 

 

0.01

 

Capital contributions

 

 

150,000

 

 

 

112,500

 

 

 

75,000

 

 

 

37,500

 

Percentage of capital contributions

 

 

86 %

 

 

82 %

 

 

75 %

 

 

60 %

Number of shares after offering held by public investors

 

 

15,000,000

 

 

 

11,250,000

 

 

 

7,500,000

 

 

 

3,750,000

 

Percentage of ownership after offering

 

 

38 %

 

 

31 %

 

 

23 %

 

 

13 %

 

DESCRIPTION OF SECURITIES

 

General

 

There is no established public trading market for our common stock. Our authorized capital stock consists of 50,000,000 shares of common stock, $0.001 par value per share. As of September 30, 2017 there were 25,000,000 shares of our common stock issued and outstanding, which were held by our officers and directors and no shares of preferred stock issued and outstanding.

 

Common stock

 

The following is a summary of the material rights and restrictions associated with our common stock. This description does not purport to be a complete description of all of the rights and is subject to, and qualified in its entirety by, the provisions of our most current Articles of Incorporation and Bylaws, which are included as exhibits to this Registration Statement.

 

The holders of our common stock currently have (i) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors of the company; (ii) are entitled to share ratably in all of the assets of the company available for distribution to holders of common stock upon liquidation, dissolution or winding up of the affairs of the company (iii) do not have pre-emptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stock holders may vote.

 

Our Bylaws provide that on all other matters, except as otherwise required by Nevada law or the Articles of Incorporation, a majority of the votes cast at a meeting of the stockholders shall be necessary to authorize any corporate action to be taken by vote of the stockholders. We do not have any preferred stock authorized in our Articles of Incorporation, and we have no warrants, options or other convertible securities issued or outstanding.

 

Please refer to the company’s Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of the company’s securities.

 

 
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Dividend policy

 

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

 

Rule 144 Shares

 

As of the date of this prospectus, we have issued 25,000,000 shares to our officers and directors beneficially own 25,000,000 shares of our common stock. These shares are currently restricted from trading under Rule 144. They will only be available for resale, within the limitations of Rule 144, to the public if:

 

(i) We are not a shell company as defined under section 12b-2 of the Exchange Act. A “shell company” is defined as a company with no or nominal operations, and with no or nominal assets or assets consisting solely of cash and cash equivalents;

 

(ii) We have filed all Exchange Act reports required for at least 12 consecutive months; and

 

(iii) If applicable, at least one year has elapsed from the time that we file current Form 10-type of information on Form 8-K or other report changing our status from a shell company to an entity that is not a shell company.

 

PLAN OF DISTRIBUTION

 

We have 25,000,000 shares of common stock issued and outstanding as of the date of this prospectus. The Company is registering an additional 15,000,000 shares of its common stock for sale at the price of $0.01 per share. There is no arrangement to address the possible effect of the offering on the price of the stock. In connection with the Company’s selling efforts in the offering, our officers and directors will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. Our officers, directors and shareholders are not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. They will not be compensated in connection with their participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Our officers and directors are not, nor have they been within the past 12 months, a broker or dealer, and they are not, nor have they been within the past 12 months, an associated person of a broker or dealer. At the end of the offering, they will continue to primarily perform substantial duties for the company or on its behalf otherwise than in connection with transactions in securities. They will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

 

 
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We will receive all proceeds from the sale of the 15,000,000 shares being offered. The price per share is fixed at $0.01 for the duration of this offering. Although our common stock is not listed on a public exchange or quoted over-the-counter, we intend to seek to have our shares of common stock quoted on the OTC Bulletin Board. In order to be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved.

 

The Company’s shares may be sold to purchasers from time to time directly by and subject to the discretion of the Company. Further, the Company will not offer its shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from the company and/or the purchasers of the shares for whom they may act as agents. The shares of common stock sold by the Company may be occasionally sold in one or more transactions; all shares sold under this prospectus will be sold at a fixed price of $0.01 per share.

 

In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which we have complied. In addition, and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective. We will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states).

 

Terms of the Offering

 

The shares will be sold at the fixed price of $0.01 per share until the completion of this offering. There is no minimum amount of subscription required per investor, and subscriptions, once received, are irrevocable. This offering will commence on the date of this prospectus and continue for a period of 180 days. At the discretion of our board of directors, we may discontinue the offering before expiration of the 180 days period.

 

Penny Stock Rules

 

The Securities Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in “penny stocks” as such term is defined by Rule 15g-9. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or provided that current price and volume information with respect to transactions in such securities is provided by the exchange).

 

 
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The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stock for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his or her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in our company will be subject to the penny stock rules.

 

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the commission, which: (i) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (ii) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities’ laws; (iii) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and significance of the spread between the bid and ask price; (iv) contains a toll-free telephone number for inquiries on disciplinary actions; (v) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (vi) contains such other information and is in such form as the Commission shall require by rule or regulation. The broker-dealer also must provide to the customer, prior to effecting any transaction in a penny stock, (i) bid and offer quotations for the penny stock; (ii) the compensation of the broker-dealer and its salesperson in the transaction; (iii) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (iv) monthly account statements showing the market value of each penny stock held in the customer’s account.

 

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

 

 
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DESCRIPTION OF BUSINESS

 

Organization within the last five years

 

We were incorporated in the State of Nevada on June 10, 2017, as Armada Nano Technologies Group LLC and converted to Armada Nano Technologies Group Inc. on September 27, 2017. The Company is a development stage company that intends to import, market, and sell an advanced and revolutionary nano silicon battery through a network of distributors and online through its website, for the North America market, and then start licensed-production within the U.S. at a later date.

 

To date, the Company’s activities have been limited to raising capital, organizational matters, launching the website and the structuring of its business plan. The Company has not generated any revenues since inception.

 

David Champ has served as our President, Chief Financial Officer and Chief Executive Officer, and Catherine Wang has served as our Secretary and from June 10, 2017 until the current date. Our board of directors are comprised of two people: Paul Chen and Catherine Wang. Catherine Wang is the wife of David Champ. 

 

We are authorized to issue 50,000,000 shares of common stock, par value $0.001 per share. As of September 30, 2017 we issued 25,000,000 shares of common stock at a purchase price of $0.001 per share, for an aggregate purchase price of $25,000.

 

General

 

We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. Since incorporation, we have not made any significant purchase or sale of assets. We are not a blank check registrant as that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933, since we have a specific business plan or purpose. We have not had preliminary contact or discussions with, nor do we have any present plans, proposals, arrangements or understandings with any representatives of the owners of any business or company regarding the possibility of an acquisition or merger.

 

From inception until the date of this filing we have had limited operating activities, primarily consisting of the incorporation of our Company, further development of our business plan, opening bank account, registering and launching our website, research and development and entry into the Distribution Agreement. We received our initial funding of $25,000 through the sale of common stock (25,000,000 shares of common stock at $0.001 per share).

 

Our financial statements from inception (June 10, 2017) through September 30, 2017 report no revenues and a net loss of $9,851. Our independent auditor has issued an audit opinion for our company which includes a statement expressing substantial doubt as to our ability to continue as a going concern.

 

 
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We are a development stage company which is in the business to market and sell an advanced and revolutionary Nano Silicon Battery through a proposed network of distributors and dealer, along with our on-line website. We intend to use the net proceeds from this offering to further the development our business operations. To implement our business plan we require a minimum funding of $150,000 over the next twelve months. After twelve months period we may need additional financing. If we do not generate any revenue we may need a minimum of $7,500 of additional funding to pay for legal and accounting fees, and for costs associated with being a “reporting issuer” under the Securities Exchange Act of 1934, as amended SEC filing requirements. Our officers and directors have agreed to loan the company funds, however, they have no firm commitment, arrangement or legal obligation to advance or loan funds to the company and there is also no guarantee that they will continue to loan the funds to the company in the future as well. We have no revenues and have incurred losses since inception. The company’s principal offices are located at 48-51 Oceania Street. Bayside, NY 11364. Our telephone number is (917)582-0011.

 

Our operations to date have been devoted primarily to start-up and development activities, which include: (i) formation of the company; (ii) development of our business plan; (iii) opening a bank account, (iv) the initial equity funding by our officers and directors; (v) research of the battery industry; and (vi) entry into distribution agreement.

 

Our products and products description

 

The first product we anticipate we will launch after the completion of this offering will be golf car batteries, as we believe our nano-silicon battery technology can deliver more than 5,000 charge cycles which is more than 10 times the life expectancy of conventional lead-acid battery, and an unprecedented near-zero self-discharge characteristic - will benefit the golf car operators greatly in reducing operating costs, reliability and convenience. Since we believe our nano-silicon battery can operate and function under severe sub-zero and arctic weather ( - 48 degrees Celcius ), we anticipate that we will promote and market our products to snowmobile and other applications within the snow-belt states and Canadian provinces.

 

Marketing

 

Our products will be promoted by our officers, directors and sales team (to be set up). We plan to market our products through the following methods: (i) our website, (ii) magazines, (iii) major chain stores, (iv) recreational products manufacturers, (v) vehicles dealerships, (vi) search engine result marketing, (vii) trade show events and (viii) paid ads such as shopping network channels and others.

 

 
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Competition

 

* Lead-Acid Battery :

 

There are dozens of lead-acid battery brand and hundreds of products on the market today, it is the most popular battery type in the world. But its decades-old technology is outdated and its performance is very limited in the area of (1) charge-cycle life expectancy, (2) severe cold weather condition, (3) issues with self-discharge.

 

* Lithium Battery :

 

Lithium batteries provide better over-all performance over the conventional lead-acid battery, but it is a lot more expensive than the conventional lead-acid battery, and therefore it is not a cost-effective option for many applications, especially as it needs BMS ( battery management system ) to go with the batteries in order to function.

 

Nano-Silicon Battery Advantages*

 

Life Expectancy

More than 10 times longer than lead-acid and three times longer than lithium

Severe Cold Temp

Can operate and function under - 48 degrees Celcius

Zero Self-Discharge

Place in storage for five years, still holds over 90% original capacity.

Cost Effective

Our Product Pricing is about the same as lead-acid batteries.

Free Maintenance

There is no scheduled maintenance required for our products.

__________ 

* Anticipated. To be confirmed with future research and development.

 

Insurance

 

We do not maintain any insurance as of the date of this prospectus.

 

Employees and employment agreements

 

We are a development stage company and currently have no employment agreements with anyone. Our officers and directors are non-employee officers and directors of the company who manage the day-to-day operations of the company and currently devote approximately 30 to 40 hours a week.

 

Offices

 

The Company’s principal offices are located at 48-51 Oceania Street, Bayside, NY 11364. Our telephone number is (917) 582-0011. This location will serve as our primary executive offices during the initial stage.

 

 
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Government Regulation

 

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies in any jurisdiction which we would conduct activities in the future. As of now there are no required government approvals present that we need approval from or any existing government regulation on our business.

 

Patents, trademarks and copyrights

 

We do not own, either legally or beneficially, any patents or trademarks. We intend to protect our website with copyright laws. 

 

Bankruptcy or similar proceedings

 

There has been no bankruptcy, receivership or similar proceeding.

 

MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATION

 

Certain statements contained in this prospectus, including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations, primarily with respect to the future operating performance of the company and the products we expect to offer and other statements contained herein regarding matters that are not historical facts, are “forward-looking” statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by us or with our approval, which are not statements of historical fact, may contain forward-looking statements, because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements.

 

All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made.

 

Plan of Operation

 

Our cash balance was $0 as of September 30, 2017. We do not believe that our cash balance is sufficient to fund our limited levels of operations beyond one year’s time. During the period from June 10, 2017 (Inception) to September 30, 2017 we had zero revenue and a net loss of $9,851.

 

 
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Our independent registered public accountant has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. There is no assurance we will ever reach that stage. To meet our need for cash we are attempting to raise money from this offering. We believe that we will be able to raise enough money through this offering to expand operations but we cannot guarantee that once we expand operations we will stay in business after doing so.

 

The officers, directors and shareholders are willing to provide additional funding as loans to the company in any event, if we cannot raise adequate funding from the offering. The current management team is committed, willing, ready and able to carry the company through its initial development stage as necessary.

 

In the next twelve months, following completion of our public offering, we plan to engage in the following activities to expand our business operations, using funds as follows:

 

 

 

25% of

 

 

50% of

 

 

75% of

 

 

100% of

 

 

 

shares sold

 

 

shares sold

 

 

shares sold

 

 

shares sold

 

Gross proceeds from this offering(1)

 

 

37,500

 

 

 

75,000

 

 

 

112,500

 

 

 

150,000

 

SEC reporting and compliance

 

 

7,500

 

 

 

7,500

 

 

 

7,500

 

 

 

7,500

 

Marketing and advertising

 

 

7,500

 

 

 

15,000

 

 

 

22,500

 

 

 

22,500

 

Printing of POS Materials

 

 

2,500

 

 

 

5,000

 

 

 

7,500

 

 

 

10,000

 

Shipping of 1 st inventory

 

 

10,000

 

 

 

27,500

 

 

 

55,000

 

 

 

85,000

 

Establishing an office

 

 

5,000

 

 

 

10,000

 

 

 

10,000

 

 

 

10,000

 

Salaries

 

 

5,000.

 

 

 

10,000

 

 

 

10,000

 

 

 

15,000

 

Total

 

 

37,500.

 

 

 

75,000

 

 

 

112,500

 

 

 

150,000

 

_____________ 

(1) Expenditures for the 12 months following the completion of this offering. The expenditures are categorized by significant area of activity. Represents managements estimates but are subject to change based on market conditions and circumstances.

 

During the initial stages of our growth, our officers and directors will provide all of the labor required to execute our business plan at no charge.

 

Our officers and directors will devote approximately 30 to 40 hours of their time to our operations. Once we begin operations, and are able to attract more and more customers to buy our product online, all the officers and directors have agreed to commit more time as required.

 

 
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If the need for cash arises before we complete our public offering, we may be able to borrow funds from our officers and directors although there is no such formal agreement in writing, and no guarantee such funding will be procured. Upon completion of our public offering, our specific goal is to import, market and profitably sell our products. Our plan of operations is as follows:

 

Establish our Sales & Marketing office

Months: 1 - 2

 

During this period our officers and directors will take care of our administrative duties. After completion of our offering if maximum number of shares are sold we plan to establish an office with basic office equipment for our operations and storing our finished products for shipment.

 

Printing of POS ( Point of Sale ) Materials

Months: 4 - 5

 

During this period after completion of our offering, if maximum numbers of shares are sold, we plan to design and print various POS materials and initiate a campaign of massive mailings to all potential distributors and retailers.

 

Marketing & Advertising

Months: 5 - 6

 

We will initiate an advertising campaign by different methods, including placing several ads with several publications, such as Popular Mechanics, Golf Digest, Snow Goer, SnoWest Snowmobile, Outdoor Life Magazines to attract the niche market customers first who demands high-performance batteries.

 

1 st Shipment of Inventory

Months: 7 - 8

 

We will import our first shipment from our affiliated production facility.

 

 
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Salary & Commission

Months : 9 - 12

 

As the first round of inventory of products arrives, we will start initiating our sales campaign by providing significant discounts, rebates, and commissions to the sales team. Various incentives and bonus programs will roll out to create the momentum and traffic.

 

Accounting and audit plan

 

We intend to have our officers and directors prepare our quarterly and annual financial statements and have these financial statements reviewed or audited by our independent auditor.

 

Limited operating history

 

There is no historical financial information about us upon which to base an evaluation of our performance. We are in start-up stage operations and have not generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

 

Need for additional capital

 

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

 

Off-balance sheet arrangements

 

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

 
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Results of operations

 

During the period from June 10, 2017 (Inception) to September 30, 2017, we incorporated the company, prepared a business plan, opened bank account, registered and launched our website, research and development, and entry into the Distribution Agreement. Our net loss since inception is $9,851 related primarily to professional fees, the incorporation of the company, bank charges, office supplies, registration of our domain name, and launching of the website.

 

Since inception, we have offered and sold (i) 25,000,000 shares of common stock, at a purchase price of $0.001 per share, for aggregate proceeds of $25,000. $9,000 has been received as of September 30, 2017, and the balance of $16,000 was recorded as a subscription receivable in stockholders’ deficit as of September 30, 2017, and was subsequently received by the Company in December 2017.

 

Liquidity and Capital Resources

 

As of September 30, 2017 the company had $0 cash and our liabilities were $851. The available capital reserves of the company are not sufficient for the company to remain operational.

 

We cannot guarantee that we will be able to sell all the shares required. If we are successful, any money raised will be applied to the items set forth in the use of proceeds section of this prospectus. As of the date of this registration statement, the current funds available to the Company will not be sufficient to continue maintaining a reporting status. Our primary priority will be to retain our reporting status with the SEC which means that we will first ensure by being a “reporting issuer” under the Securities Exchange Act of 1934, as amended.” that we have sufficient capital to cover our legal and accounting expenses. Once these costs are accounted for, in accordance with how much cash we are able to retain, we will focus on meeting all our planned expenses.

 

We are highly dependent upon the success of the private offerings of equity or debt securities, as described herein. Therefore, the failure thereof would result in the need to seek capital from other resources such as taking loans, which would likely not even be possible for the Company. At such time these funds are required, management would evaluate the terms of such debt financing. If the Company cannot raise additional proceeds via a private placement of its equity or debt securities, or secure a loan, the Company would be required to cease business operations. As a result, investors would lose all of their investment.

 

Going concern consideration

 

Our auditors have issued a “going concern” opinion, meaning that there is substantial doubt if we can continue as an on-going business for the next twelve months unless we obtain additional capital. No substantial revenues are anticipated until we have completed the financing from this offering and implemented our plan of operations. Our only source for cash at this time is investments by others in this offering. We must raise cash to implement our strategy and stay in business. The amount of the offering will likely allow us to operate for at least one year and have the capital resources required to cover the material costs with becoming a publicly reporting.

 

 
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Summary of significant accounting policies

 

Basis of presentation

 

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

 

Income taxes

 

The Company accounts for income taxes under ASC 740 “Income Taxes” which codified SFAS 109,“Accounting for Income Taxes” and FIN 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

 

Use of estimates

 

Management uses estimates and assumption in preparing these financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.

 

Cash and cash equivalents

 

The Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents.

 

Fail value of financial instruments

 

Accounting Standards Codification Topic 820, “Disclosures About Fair Value of Financial Instruments”, requires the company to disclose, when reasonably attainable, the fair market values of its assets and liabilities which are deemed to be financial instruments. The Company’s financial instruments consist primarily of accrued expenses.

 

 
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Stock based compensation

 

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

 

Per share information

 

The Company computes net loss per share accordance with FASB ASC 205 “Earnings per Share”. FASB ASC 205 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.

 

LEGAL PROCEEDINGS

 

There are no pending legal proceedings to which the company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the company, or security holder is a party adverse to the company or has a material interest adverse to the company.

 

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

Market information

 

Admission to quotation on the OTC Bulletin Board

 

We intend to have our common stock be quoted on the OTC Bulletin Board. If our securities are not quoted on the OTC Bulletin Board, a security holder may find it more difficult to dispose of, or to obtain accurate quotations as to the market value of our securities. The OTC Bulletin Board differs from national and regional stock exchanges in that it: (i) is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers, and (ii) securities admitted to quotation are offered by one or more Broker-dealers rather than the “specialist” common to stock exchanges.

 

To qualify for quotation on the OTC Bulletin Board, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company listing. We do not yet have an agreement with a registered broker-dealer, as the market maker, willing to list bid or sale quotations and to sponsor the company listing. If the Company meets the qualifications for trading securities on the OTC Bulletin Board our securities will trade on the OTC Bulletin Board until a future time, if at all. We may never qualify for quotation on the OTC Bulletin Board.

 

 
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Transfer agent

 

We have not retained a transfer agent to serve as transfer agent for shares of our common stock. Until we engage such a transfer agent, we will be responsible for all record-keeping and administrative functions in connection with the shares of our common stock.

 

Holders

 

As of September 30, 2017 the Company had 25,000,000 shares of our common stock issued and outstanding held by four holder of record.

 

Dividend policy

 

We have not declared or paid dividends on our common stock since our formation, and we do not anticipate paying dividends in the foreseeable future. Declaration or payment of dividends, if any, in the future, will be at the discretion of our Board of Directors and will depend on our then current financial condition, results of operations, capital requirements and other factors deemed relevant by the Board of Directors. There are no contractual restrictions on our ability to declare or pay dividends.

 

Securities authorized under equity compensation plans

 

We have no equity compensation or stock option plans. We may in the future adopt a stock option plan.

 

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

 

Our directors and officers currently serving our Company is as follows:

 

Name (1)

 

Age

 

Positions

David Champ (2)

 

52

 

President, CEO, and CFO

Paul Chen

 

64

 

Director

Catherine Wang

 

51

 

Secretary, and Director

___________ 

(1) c/o Armada Nano Technologies Group, Inc.

 

48-51 Oceania Street. Bayside, NY 11364

(2)  

David Champ is married to Catherine Wang.

 

Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.

 

 
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David Champ

 

Mr. David Champ (married to Catherine Wang) is a Taiwanese American who has over twenty years in corporate management and advisory roles. He has served as an officer and consulted with multiple companies during this time.

 

Paul Chen

 

A Taiwanese American who has been residing in the U.S. for the past forty years. Paul Chen has been in the Automotive Industry as an owner for over 30 years, including vehicle sales, repair & service and international trade.

 

Catherine Wang

 

A Taiwanese American who has been residing in the U.S. for nearly 30 years. Catherine Wang received an engineering degree from Chengkung University in Taiwan, and she has experience in managing the finance of many companies and franchise operations in New York, also has experience and licenses in real estate and appraisal services.

 

Director independence

 

Our board of directors is currently composed of two members, who do not qualify as independent directors in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the directors are not, and have not been for at least three years, one of our employees and that neither the directors, nor any of their family members have engaged in various types of business dealings with us. In addition, our board of directors have not made a subjective determination as to its directors that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director business and personal activities and relationships as they may relate to us and our management.

 

Significant employees and consultants

 

We currently have no employees. David Champ, Paul Chen and Catherine Wang - our officers and directors, are non-employee officers that handle the Company's day-to-day operations.

 

 
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Term of office

 

All directors hold office until the next annual meeting of the stockholders of the company and until their successors have been duly elected and qualified. The Company's Bylaws provide that the Board of Directors will consist of a minimum of one member. Officers are elected by and serve at the discretion of the Board of Directors.

 

Audit committee and conflicts of interest

 

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The board of directors has not established an audit committee and does not have an audit committee financial expert, nor has the board established a nominating committee. The board is of the opinion that such committees are not necessary since the company is an early development stage company and has only two directors, and to date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.

 

Other than as described above, we are not aware of any other conflicts of interest with any of our executive officers or directors.

 

Involvement in certain legal proceedings

 

No director, person nominated to become a director, executive officer, promoter or control person of our company has, during the last ten years: (i) been convicted in or is currently subject to a pending a criminal proceeding (excluding traffic violations and other minor offenses); (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any federal or state securities or banking or commodities laws including, without limitation, in any way limiting involvement in any business activity, or finding any violation with respect to such law, nor (iii) any bankruptcy petition been filed by or against the business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two years prior thereto.

 

Stockholder communications with the board of directors

 

We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our board of directors. Nevertheless, every effort will be made to ensure that the views of stockholders are heard by the board of directors, and that appropriate responses are provided to stockholders in a timely manner. During the upcoming year, our board of directors will continue to monitor whether it would be appropriate to adopt such a process.

 

 
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EXECUTIVE COMPENSATION

 

Summary compensation table

 

The table below summarizes all compensation awarded to, earned by, or paid to our officers for all the services rendered in all capacities to us for the fiscal periods indicated.

 

Name and principal position

 

Year

 

Salary

 

 

Bonus

 

 

Stock

awards

 

 

Option

awards

 

 

Non-equity

Incentive plan

compensation

 

 

Nonqualified

deferred

compensation

 

 

All other

compensation

 

 

Total

 

David Champ (1)

 

2017

 

$ 0

 

 

$ 0

 

 

$ 0

 

 

$ 0

 

 

$ 0

 

 

$ 0

 

 

$ 0

 

 

$ 0

 

Paul Chen (2)

 

2017

 

$ 0

 

 

$ 0

 

 

$ 0

 

 

$ 0

 

 

$ 0

 

 

$ 0

 

 

$ 0

 

 

$ 0

 

Catherine Wang (3)

 

2017

 

$ 0

 

 

$ 0

 

 

$ 0

 

 

$ 0

 

 

$ 0

 

 

$ 0

 

 

$ 0

 

 

$ 0

 

________________

(1) Appointed President, Chief Executive Officer and Chief Financial Officer on June 10, 2017.
(2) Named Director on June 10, 2017.
(3) Appointed Secretary and Director on June 10, 2017.

 

Our officers and directors have not received monetary compensation since our inception on June 10, 2017 to the date of this prospectus. We currently do not pay any compensation to any officers or any member of our board of directors.

 

Stock option grants

 

We have not granted any stock options to our executive officers and directors since our inception on June 10, 2017. Upon further development of our business, we will likely grant options to our officers and directors consistent with industry standards.

 

Employment agreements

 

The Company is not a party to any employment agreement and has no compensation agreement with any officers or directors.

 

 
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Director compensation

 

The following table sets forth director compensation as of September30, 2017:

 

 

 

Fees earned

 

 

 

 

 

 

 

 

Non-equity

 

 

Nonqualified deferred

 

 

 

 

 

 

 

 

 

paid in

 

 

Stock

 

 

Option

 

 

incentive plan

 

 

compensation

 

 

All other

 

 

 

Name

 

cash

 

 

awards

 

 

awards

 

 

compensation

 

 

earnings

 

 

compensation

 

 

Total

 

Paul Chen (1)

 

$ 0

 

 

$ 0

 

 

$ 0

 

 

$ 0

 

 

$ 0

 

 

$ 0

 

 

$ 0

 

Catherine Wang (2)

 

$ 0

 

 

$ 0

 

 

$ 0

 

 

$ 0

 

 

$ 0

 

 

$ 0

 

 

$ 0

 

________________

(1) Named Director on June 10, 2017.
(2) Appointed Secretary and Director on June 10, 2017.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table lists, as of September 30, 2017 the number of shares of common stock of our company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

 

The percentages below are calculated based on 25,000,000 shares of our common stock issued and outstanding as of September 30, 2017. We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock.

 

 

 

Name and address

 

Number of shares

 

 

Percent of common

 

Title of class

 

of beneficial owner (2)

 

owned beneficially

 

 

stock owned (1)

 

Common Stock

 

David Champ (3)

 

 

0

 

 

 

0

 

 

 

Paul Chen (4)

 

 

2,500,000

 

 

 

10 %

 

 

Catherine Wang (5)

 

 

5,000,000

 

 

 

20 %

 

 

Peng Xiaofan

 

 

8,750,000

 

 

 

35 %

 

 

Zhao Daming

 

 

8,750,000

 

 

 

35 %

All directors and executive officers as a group (three persons)

 

 

 

 

25,000,000

 

 

 

100 %

_______________

(1) The percentages below are based on 25,000,000 shares of our common stock issued and outstanding as the date of this prospectus.
(2) c/o Armada Nano Technologies Group, Inc., 48-51 Oceania Street, Bayside, NY 11364
(3) Appointed President, Chief Executive Officer and Chief Financial Officer on June 10, 2017. Does not include shares of common stock beneficially owned by his wife Catherine Wang.
(4) Appointed Director on June 10, 2017.
(5) Appointed Secretary and Director on june 10, 2017.

 
 
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

On June 10, 2017 pursuant to a subscription agreement, we offered and sold 25,000,000 shares of common stock, at a purchase price of $0.001 per share, for aggregate proceeds of $25,000.

 

David Champ (President, CEO and CFO) is married to Catherine Wang (Secretary and Director).

 

In September 2017 we became the Master Distributor to the patented Nano Silicon Battery in North America for twenty years from Zhongke Jiuding Energy Co, Ltd. (a company which David Champ (our President, CEO and CFO) is also an officer).

 

The Company’s principal offices are located at 48-51 Oceania Street, Bayside, NY 11364. This location will serve as our primary executive offices during the initial development stage.

 

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

FOR SECURITIES ACT LIABILITIES

 

Our Bylaws provide to the fullest extent permitted by law that our directors or officers, former directors and officers, and persons who act at our request as a director or officer of a body corporate of which we are a shareholder or creditor shall be indemnified by us. We believe that the indemnification provisions in our Bylaws are necessary to attract and retain qualified persons as directors and officers.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the company pursuant to provisions of the State of Nevada, the company has been informed 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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WHERE YOU CAN FIND MORE INFORMATION

 

We have filed with the SEC an offering statement on Form 1-A under the Securities Act with respect to the common stock offered hereby. This offering circular, which constitutes part of the offering statement, does not contain all of the information set forth in the offering statement and the exhibits and schedule thereto, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For further information regarding our common stock and our Company, please review the offering statement, including exhibits, schedules and reports filed as a part thereof. Statements in this offering circular as to the contents of any contract or other document filed as an exhibit to the offering statement, set forth the material terms of such contract or other document but are not necessarily complete, and in each instance reference is made to the copy of such document filed as an exhibit to the offering statement, each such statement being qualified in all respects by such reference.

 

A copy of the offering statement and the exhibits and schedules that were filed with the offering statement may be inspected without charge at the Public Reference Room maintained by the Securities and Exchange Commission at 100 F Street, N.E. Washington, DC 20549, and copies of all or any part of the offering statement may be obtained from the Securities and Exchange Commission upon payment of the prescribed fee. Information regarding the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains a website that contains reports and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov.

 

INTERESTS OF NAMED EXPERTS AND COUNSEL

 

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, an interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

 

The financial statements included in this prospectus and the registration statement have been audited by Paritz & Company, P.A., to the extent and for the periods set forth in their report appearing elsewhere in this document and in the registration statement filed with the SEC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

 

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

 

Paritz & Company, P.A., is our registered independent auditor. There have not been any changes in or disagreements with accountants on accounting and financial disclosure or any other matter.

 
 
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Armada Nano Technologies Group, Inc.

Index to Audited Financial Statements

For the Period June 10, 2017 (Inception) to September 30, 2017

 

 

 

Page

 

Audited financial Statements

 

 

 

 

 

Report of independent registered public accounting firm

 

40

 

 

 

 

Balance sheet as of September 30, 2017

 

41

 

 

 

 

Statement of operations from June 10, 2017 (Inception) through September 30, 2017

 

42

 

 

 

 

Statement of stockholders' deficit from June 10, 2017 (Inception) through September 30, 2017

 

43

 

 

 

 

Statement of cash flows from June 10, 2017 (Inception) through September 30, 2017

 

44

 

 

 

 

Notes to the financial statements

 

45

 

 
 
39
 
 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of

Armada Nano Technologies Group, Inc.

 

We have audited the accompanying balance sheet of Armada Nano Technologies Group Inc.(‘Company”) as of September 30, 2017, and the related statements of operations, stockholders deficit, and cash flows for the period from inception (June 10, 2017) to September 30, 2017. 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 audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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 Armada Nano Technologies Group Inc. as of September 30, 2017, and the results of its operations and cash flows period from inception (June 10, 2017) to September 30, 2017 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 described in Note 2 to the financial statements, for the period from June 10, 2017 (Inception) through September 30, 2017, the Company had a net loss of $9,851. As of September 30, 2017, the Company has not generated any revenues from operations, had working capital deficit of $851 and had stockholders’ deficit of $851. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management’s plans in regards to these matters are described in Note 2 to the financial statements.

 

 

/S/ Paritz & Company, P.A.                                         

 

Hackensack, New Jersey

October 12, 2017

 
 
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Armada Nano Technologies Group, Inc.

Balance Sheet

September 30, 2017

 

ASSETS

Current Assets

 

 

 

Cash

 

$ -

 

Total Current Assets

 

 

-

 

 

 

 

 

 

Total Assets

 

$ -

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

 

 

 

 

Accrued expenses

 

$ 851

 

 

 

 

 

 

Total Current Liabilities

 

 

851

 

 

 

 

 

 

Stockholders’ Deficit

 

 

 

 

Common Stock; $0.001 par value 50,000,000 shares Authorized, 25,000,000 shares issued and outstanding

 

 

25,000

 

Stock subscription receivable

 

 

(16,000 )

Accumulated deficit

 

 

(9,851 )

Total Stockholders’ Deficit

 

 

(851 )

 

 

 

 

 

Total Liabilities and Stockholders’ Deficit

 

$ -

 

 

The notes are an integral part of these financial statements

 
 
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Armada Nano Technologies Group, Inc.

Statement of Operations

For the period from Inception (June 10, 2017) to September 30, 2017

 

Revenue

 

$ -

 

 

 

 

 

 

Operating Expenses

 

 

 

 

General and administrative

 

 

9,851

 

Total operating expenses

 

 

9,851

 

 

 

 

 

 

Loss before provision for income taxes

 

(9,851 )

 

 

 

 

 

Provision for income taxes

 

 

-

 

 

 

 

 

 

Net loss

 

$ (9,851 )

 

 

 

 

 

Basic and Diluted Loss per Common Share

 

$ 0.00

 

 

 

 

 

 

Basic and Diluted Weighted Average Number Of Common Shares Outstanding

 

 

25,000,000

 

 

The notes are an integral part of these financial statements

 
 
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Armada Nano Technologies Group, Inc.

Statement of Stockholders' Deficit

For the period from Inception (June 10, 2017) to September 30, 2017

 

 

 

Common Shares

 

 

Subscription

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Receivable

 

 

Deficit

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance – June 10, 2017( Inception)

 

 

-

 

 

$ -

 

 

$ -

 

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares issued to founders on subscription at $0.001 per share

 

 

25,000,000

 

 

 

25,000

 

 

 

(25,000 )

 

 

 

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subscription received

 

 

 

 

 

 

 

 

 

 

9,000

 

 

 

 

 

 

 

9,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9,851 )

 

 

(9,851 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance –September 30, 2017

 

 

25,000,000

 

 

$ 25,000

 

 

$ (16,000 )

 

$ (9,851 )

 

$ (851 )

 

The notes are an integral part of these financial statements

 
 
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Armada Nano Technologies Group Inc.

Statement of Cash Flows

For the period from Inception (June 10, 2017) to September 30, 2017

 

Cash Flows from Operating Activities

 

 

 

Net loss

 

$ (9,851 )

 

 

 

 

 

Adjustments to reconcile net loss to net cash used by operating activities:

 

 

 

 

 

 

 

 

 

Changes in operating liabilities:

 

 

 

 

Accrued expenses

 

 

851

 

Net cash Used in Operating Activities

 

 

(9,000 )

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

Proceeds from issuance of common stock

 

 

9,000

 

Net cash provided by Financing Activities

 

 

9,000

 

 

 

 

 

 

Net increase in cash

 

 

-

 

 

 

 

 

 

Cash at beginning of period

 

 

-

 

 

 

 

 

 

Cash end of period

 

$ -

 

 

 

 

 

 

Supplemental Cash Flow Information

 

 

 

 

Cash paid for Interest

 

$ -

 

 

The notes are an integral part of these financial statements

 
 
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Armada Nano Technologies Group Inc.

Notes to the Financial Statements

September 30, 2017

 

Note 1. Background information

 

Armada Nano Technologies Group Inc. (the “Company”) was incorporated in the State of Nevada on June 10, 2017 as Armada Nano Technologies Group LLC and converted to Armada Nano Technologies Group Inc. on September 27, 2017. The Company is a development stage company that intends to import, market, and sell an advanced and revolutionary nano silicon battery through a network of distributors and online through its website for the North America market, and then start licensed-production within the U.S. later.

 

To date, the Company’s activities have been limited to raising capital, organizational matters, research into the batter industry, launching the website and the structuring of its business plan. The Company has not generated any revenues since inception.

 

Note 2. Going concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. For the period from June 10, 2017 (Inception) through September 30, 2017, the Company had a net loss of $9,851. As of September 30, 2017, the Company has not generated any revenues from operations, had working capital deficit of $851 and had stockholders’ deficit of $851. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 
 
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The Company’s continuation as a going concern is dependent upon the Company’s ability to begin operations and to achieve a level of profitability. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes until such time that funds provided by operations are sufficient to fund working capital requirements. There is no assurance the Company can secure the additional financing.

 

Note 3. Summary of significant accounting policies

 

Development Stage Company

 

The Company is considered to be in the development stage as defined in ASC 915 “ Development Stage Entities. ” The Company is devoting substantially all of its efforts to the development of its business plans. The Company has elected to adopt early application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements; and does not present or disclose inception-to-date information and other remaining disclosure requirements of Topic 915 

 

Basis of Presentation

 

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP). 

 

Use of estimates

 

The preparation of financial statements in conformity with GAAP 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Start-Up Costs

 

In accordance with ASC 720, “ Start-up Costs ,  the Company expenses all costs incurred in connection with the start-up and organization of the Company.

 
 
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Cash

 

Cash includes cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.

 

Fair Value Measurements

 

The Company adopted the provisions of ASC Topic 820, “Fair Value Measurements and Disclosures”, which defines fair value as used in numerous accounting pronouncements, establishes a framework for measuring fair value and expands disclosure of fair value measurements.

 

The estimated fair value of certain financial instruments, including cash and cash equivalents are carried at historical cost basis, which approximates their fair values because of the short-term nature of these instruments.

 

ASC 820 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, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

 

Level 1 — quoted prices in active markets for identical assets or liabilities

 

Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable

 

Level 3 — inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

 

The Company has no assets or liabilities valued at fair value on a recurring basis.

 

Concentrations of Credit Risks

 

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and related party payables it will likely incur in the near future. The Company places its cash with financial institutions of high credit worthiness. At times, its cash with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

 
 
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Loss per Share

 

The Company has adopted ASC 260, “Earnings Per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures, and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

 

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

 

Income Taxes

 

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740,“Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities and for operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. As of September 30, 2017 the Company did not have any amounts recorded pertaining to uncertain tax positions. 

 

Recent Accounting Pronouncements

 

Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

 

Note 4. Income taxes

 

The reconciliation of income tax benefit at the U.S. statutory rate of 34% for the period from inception to September 30, 2017 to the Company’s effective tax rate is as follows: 

 

Tax benefit at U.S. statutory rate

 

$ 3,350

 

 

 

 

 

 

Change in valuation allowance

 

 

(3,350 )

 

 

$ -

 

 
 
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The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets at September 30, 2017 are as follows:

 

Deferred tax assets:

 

 

 

Net operating loss

 

$ 3,350

 

Valuation allowance

 

 

(3,350 )

 

 

$ -

 

 

Change in valuation allowance:

 

Balance, June 10, 2017

 

$ -

 

Increase in valuation allowance

 

 

3,350

 

Balance, September 30, 2017

 

$ 3,350

 

 

The Company has approximately $9,851 of net operating losses (“NOL”) carried forward to offset taxable income, if any, in future years which expire in fiscal 2037. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

 

Note 5. Shareholders' Equity

 

Authorized Stock

 

The Company has authorized 50,000,000 common shares with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the Company is sought.

 

Common Share Issuances

 

On September 28, 2017, the Company issued a total of 25,000,000 common shares to its founders for a subscription of $25,000. As of September 30, 2017, $9,000 cash was received and $16,000 has been recorded as a stock subscription receivable.

 

Note 6. Subsequent events

 

Management has evaluated subsequent events through October 12, 2017 the date that these financial statements were available to be issued. There have been no events that would require adjustment to or disclosure in the financial statements.

 
 
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[OUTSIDE BACK COVER PAGE]

 

PROSPECTUS

 

Armada Nano Technologies Group, Inc.

 

15,000,000 SHARES OF   COMMON STOCK

TO BE SOLD BY Armada Nano Technologies Group, Inc.

 

We have not authorized any dealer, salesperson or other person to give you written information other than this prospectus or to make representations as to matters not stated in this prospectus. You must not rely on unauthorized information. This prospectus is not an offer to sell these securities or a solicitation of your offer to buy the securities in any jurisdiction where that would not be permitted or legal. Neither the delivery of this prospectus nor any sales made hereunder after the date of this prospectus shall create an implication that the information contained herein nor the affairs of the Issuer have not changed since the date hereof.

 

Until ____________________, 2018 (90 days after the date of this prospectus), all dealers that effect transactions in these shares of common stock may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

 

THE DATE OF THIS PROSPECTUS IS _________________________, 2018

 
 
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PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

 

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

 

The following table sets forth the estimated expenses in connection with the issuance and distribution of the securities being registered hereby. All such expenses will be borne by the company.

 

Item

 

Amount

 

 

 

 

Transfer Agent Fees

 

TBD

 

Legal Fees

 

$ 10,000

 

Accounting Fees

 

$ 4,000

 

Printing Costs

 

TBD

 

Miscellaneous

 

TBD

 

Total

 

 

 

 

 

INDEMNIFICATION OF DIRECTORS AND OFFICERS

 

The Company’s Bylaws and Articles of Incorporation provide that we shall, to the full extent permitted by the Nevada General Business Corporation Law, as amended from time to time (the “Nevada Corporate Law”), indemnify all of our directors and officers. Section 78.7502 of the Nevada Corporate Law provides in part that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of another corporation or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

 
 
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Similar indemnity is authorized for such persons against expenses (including attorneys’ fees) actually and reasonably incurred in defense or settlement of any threatened, pending or completed action or suit by or in the right of the corporation, if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and provided further that (unless a court of competent jurisdiction otherwise provides) such person shall not have been adjudged liable to the corporation. Any such indemnification may be made only as authorized in each specific case upon a determination by the stockholders or disinterested directors that indemnification is proper because the indemnitee has met the applicable standard of conduct. Under our Bylaws and Articles of Incorporation, the indemnitee is presumed to be entitled to indemnification and we have the burden of proof to overcome that presumption. Where an officer or a director is successful on the merits or otherwise in the defense of any action referred to above, we must indemnify him against the expenses which such officer or director actually or reasonably incurred. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

RECENT SALES OF UNREGISTERED SECURITIES

 

Within the past two years we have issued and sold the following securities without registration.

 

On June 10, 2017 we offered and sold 25,000,000 shares of common stock to our officers and directors, at a purchase price of $0.001 per share, for aggregate proceeds of $25,000. The offering was made to our two directors and two non-U.S. persons, offshore of the U.S., with no directed selling efforts in the U.S., where offering restrictions were implemented in a transaction pursuant to the exclusion from registration provided by Rule 903(b)(3) of Regulation S of the Securities Act. and two U.S. citizens.

 

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

The following exhibits are filed as part of this registration statement:

 

Exhibit

 

Description

 

 

 

2.1

 

Articles of Conversion

 

 

 

2.2

 

Bylaws of the registrant

 

4.1

 

Subscription Agreement

 

 

 

6.1

 

Master Distribution License

 

 

 

11.1

 

Consent of Paritz & Company, P.A.

 

 

 

11.2

 

Consent of Law (included in exhibit 12.1)

 

 

 

12.1

 

Legal Opinion

 
 
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UNDERTAKINGS

 

SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized in Bayside, New York on January 10, 2018.

 

 

 

Armada Nano Technologies Group, Inc.

(Registrant)

 

 

 

 

 

 

By:

/s/ David Champ

 

 

Name:

David Champ

 

 

Title:

President, Chief Executive Officer and Chief Financial Officer

 

 

(Principal Executive Officer/Principal Financial Officer)

 

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Champ as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Form 1-A offering statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact and agent or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of Regulation A, this Form 1-A has been signed by the following persons in the capacities indicated on January 10, 2018.

 

Name

Title

/s/ David Champ

 

Chief Executive Officer, President, and

David Champ

 

Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)

/s/ Catherine Wang

 

Secretary and Director

Catherine Wang

/s/ Paul Chen

 

Director

Paul Chen

 

 

53

 

EXHIBIT 2.1

 

 

 

 

 
1
 

 

 

 

 
2
 
 

 

 

 

 
3
 

 

 

 
4
 

 

 

 

 
5
 

 

 

 
6
 

 

 

 

7

 

EXHIBIT 2.2

 

 

 

 

 
 
 

 

 

 
 
 

 

 

 
 
 

 

 

 
 
 

 

 

 
 
 

 

 

 
 
 

 

 

 
 
 

 

 

 

 

 

EXHIBIT 4.1

 

Armada Nano Technologies Inc.

REGULATION S SUBSCRIPTION AGREEMENT

AND INVESTMENT REPRESENTATION

 

SECTION 1 .

 

1.1 Subscription. The undersigned, intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase ___ shares (the “Shares”) of the common stock (the “Common Stock”) of _Armada Nano Technologies Inc., a Nevada corporation (the "Company") in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).

 

1.2 Purchase of Shares . The undersigned understands and acknowledges that the purchase price to be remitted to the Company in exchange for the Shares shall be an aggregate of ____or $0.001 per Share. The Company shall deliver the Shares to the undersigned promptly after the acceptance of this Subscription Agreement by the Company.

 

1.3 Acceptance or Rejection .

 

(a) The undersigned understands and agrees that the Company reserves the right to reject this subscription for the Shares if, in its reasonable judgment, it deems such action in the best interest of the Company, at any time prior to the Closing, notwithstanding prior receipt by the undersigned of notice of acceptance of the undersigned's subscription.

 

(b) The undersigned understands and agrees that its subscription for the Shares is irrevocable.

 

(c) In the event the sale of the Shares subscribed for by the undersigned is not consummated by the Company for any reason (in which event this Subscription Agreement shall be deemed to be rejected), this Subscription Agreement and any other agreement entered into between the undersigned and the Company relating to this subscription shall thereafter have no force or effect and the Company shall promptly return or cause to be returned to the undersigned the purchase price remitted to the Company by the undersigned, without interest thereon or deduction therefrom, in exchange for the Shares.

 

SECTION 2 .

 

2.1 Closing. The closing (the "Closing") of the purchase and sale of the Shares, shall occur simultaneously with the acceptance by the Company of the undersigned's subscription, as evidenced by the Company's execution of this Subscription Agreement.

 

SECTION 3 .

 

3.1 Investor Representations and Warranties . The undersigned hereby acknowledges, represents and warrants to, and agrees with, the Company and its affiliates as follows:

 

(a) Investment Purposes . The undersigned is acquiring the Shares for his own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in such Shares or any portion thereof. Further, the undersigned does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Shares for which the undersigned is subscribing or any part of the Shares.

 

 
1
 
 

 

(b) Authority . The undersigned has full power and authority to enter into this Agreement, the execution and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersigned.

 

(c) No Marketing in United States . The undersigned is not subscribing for the Shares as a result of or subsequent to any of the following marketing activities in the United States: any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by person previously not known to the undersigned in connection with investment securities generally.

 

(d) No Obligation to Register Shares . The undersigned understands that the Company is under no obligation to register the Shares under the Securities Act, or to assist the undersigned in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction.

 

(e) Investment Experience . The undersigned is (i) experienced in making investments of the kind described in this Agreement, (ii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents), to protect its own interests in connection with the transactions described in this Agreement, and (iii) able to afford the entire loss of its investment in the Shares.

 

(f) Exemption from Registration . The undersigned acknowledges his understanding that the offering and sale of the Shares is intended to be exempt from registration under the Securities Act. In furtherance thereof, in addition to the other representations and warranties of the undersigned made herein, the undersigned further represents and warrants to and agrees with the Company and its affiliates as follows:

 

(1) The undersigned realizes that the basis for the exemption may not be present if, notwithstanding such representations, the undersigned has in mind merely acquiring the Shares for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The undersigned does not have any such intention;

 

(2) The undersigned has the financial ability to bear the economic risk of his investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company; and

 

(3) The undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Shares. The undersigned also represents it has not been organized for the purpose of acquiring the Shares; and

 

(4) The undersigned has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the offering of the Shares, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense.

 

(g) Economic Considerations . The undersigned is not relying on the Company, or its affiliates or agents with respect to economic considerations involved in this investment. The undersigned has relied solely on its own advisors.

 

(h) No Other Company Representations . No representations or warranties have been made to the undersigned by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for Shares the undersigned is not relying upon any representations other than those contained herein.

 

 
2
 
 

 

(i) Compliance with Laws . Any resale of the Shares during the ‘distribution compliance period’ as defined in Rule 902(f) to Regulation S shall only be made in compliance with exemptions from registration afforded by Regulation S. Further, any such sale of the Shares in any jurisdiction outside of the United States will be made in compliance with the securities laws of such jurisdiction. The Investor will not offer to sell or sell the Shares in any jurisdiction unless the Investor obtains all required consents, if any.

 

(j) Regulation S Exemption . The undersigned understands that the Shares are being offered and sold to him in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the applicability of such exemptions and the suitability of the Investor to acquire the Shares. In this regard, the undersigned represents, warrants and agrees that:

 

(1) The undersigned is not a citizen of the United States, not a U.S. Person (as defined below) and is not an affiliate (as defined in Rule 501(b) under the Securities Act) of the Company and is not acquiring the Shares for the account or benefit of a U.S. Person. A U.S. Person means any one of the following:

 

(A) any natural person resident in the United States of America;

 

(B) any partnership or corporation organized or incorporated under the laws of the United States of America;

 

C) any estate of which any executor or administrator is a U.S. person;

 

(D) any trust of which any trustee is a U.S. person;

 

(E) any agency or branch of a foreign entity located in the United States of America;

 

(F) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

 

(G) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States of America; and

 

(H) any partnership or corporation if:

 

(i) organized or incorporated under the laws of any foreign jurisdiction; and

 

(ii) formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

 

(2) At the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, the undersigned was outside of the United States.

 

(3) The undersigned will not, during the period commencing on the date of issuance of the Shares and ending on the first anniversary of such date, or such shorter period as may be permitted by Regulation S or other applicable securities law (the “Restricted Period”), offer, sell, pledge or otherwise transfer the Shares in the United States, or to a U.S. Person for the account or for the benefit of a U.S. Person, or otherwise in a manner that is not in compliance with Regulation S.

 

 
3
 
 

 

(4) The undersigned will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the Shares only pursuant to registration under the Securities Act or an available exemption therefrom and, in accordance with all applicable state and foreign securities laws.

 

(5) The undersigned was not in the United States, engaged in, and prior to the expiration of the Restricted Period will not engage in, any short selling of or any hedging transaction with respect to the Shares, including without limitation, any put, call or other option transaction, option writing or equity swap.

 

(6) Neither the undersigned nor or any person acting on his behalf has engaged, nor will engage, in any directed selling efforts to a U.S. Person with respect to the Shares and the Investor and any person acting on his behalf have complied and will comply with the “offering restrictions” requirements of Regulation S under the Securities Act.

 

(7) The transactions contemplated by this Agreement have not been pre-arranged with a buyer located in the United States or with a U.S. Person, and are not part of a plan or scheme to evade the registration requirements of the Securities Act.

 

(8) Neither the undersigned nor any person acting on his behalf has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for any of the Shares. The undersigned agrees not to cause any advertisement of the Shares to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Shares, except such advertisements that include the statements required by Regulation S under the Securities Act, and only offshore and not in the U.S. or its territories, and only in compliance with any local applicable securities laws.

 

(9) Each certificate representing the Shares shall be endorsed with the following legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws:

 

(A) “THE SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.”

 

(B) “TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

 

(10) The undersigned consents to the Company making a notation on its records or giving instructions to any transfer agent of the Company in order to implement the restrictions on transfer of the Shares set forth in this Section 2.

 

Check if applicable, otherwise cross out:

 

(k) Accredited Investor . The undersigned is an “accredited investor” as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act by reason of Rule 501(a)(3).

 

 
4
 
 

 

(l) Potential Loss of Investment; Risk Factors . The undersigned understands that an investment in the Shares is a speculative investment which involves a high degree of risk and the potential loss of his entire investment. The undersigned understands that the following factors, among others, could cause the loss of any or all of his investment.

 

(1) The Company is a development stage company with no operating history for the undersigned to evaluate its business. The Company was incorporated in the State of Nevada in October 2015, and as a result is only in the very early stages of development. Because the Company has no operating history, it is difficult to evaluate its business and future prospects. The undersigned has also considered the uncertainties and difficulties frequently encountered by companies, such as the Company, in their early stages of development. The Company’s revenue and income potential is non-existent and its business model is still emerging. If its business model does not prove to be profitable, the undersigned may lose all of his investment.

 

(2) The Company currently does not have enough working capital to satisfy its capital needs. The Company is dependent upon its management team to fund its ongoing operations, and cannot be certain that future financing will be available to it on acceptable terms when it needs it. The Company can give no assurances that it will be able to sell any portion of this offering or that management will continue to fund its ongoing operations. This, along with the possibility of other factors and circumstances the Company cannot predict, may require it to seek additional financing faster than anticipated. If the Company is unable to obtain financing to meet its needs, the undersigned may lose of his investment.

 

(3) The Company’s officers and directors will only devote a limited amount of time to the Company. Their divided interests may hinder the Company's ability to generate revenue. This could result in missed business opportunities and worse-than-expected operating results. The undersigned may lose his entire investment.

 

(m) Investment Commitment . The undersigned's overall commitment to investments which are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Shares will not cause such overall commitment to become excessive.

 

(n) Receipt of Information . The undersigned has received all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been requested by the undersigned.

 

(o) Investor Questionnaire . The undersigned represents and warrants to the Company that all information that the undersigned has provided to the Company, including, without limitation, the information in the Investor Questionnaire attached hereto or previously provided to the Company (the “Investor Questionnaire”), is correct and complete as of the date hereof.

 

(p) No Reliance . Other than as set forth herein, the undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder, agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters concerning an investment in the Shares and on that basis believes that his or its investment in the Shares is suitable and appropriate for the undersigned.

 

(q) No Governmental Review . The undersigned is aware that no federal or state agency has (i) made any finding or determination as to the fairness of this investment, (ii) made any recommendation or endorsement of the Shares or the Company, or (iii) guaranteed or insured any investment in the Shares or any investment made by the Company.

 

 
5
 
 

 

(r) Price of Shares . The undersigned understands that the price of the Shares offered hereby bear no relation to the assets, book value or net worth of the Company and were determined arbitrarily by the Company. The undersigned further understands that there is a substantial risk of further dilution on his or its investment in the Company.

 

SECTION 4 .

 

4.1 Company’s Representations and Warranties . The Company represents and warrants to the undersigned as follows:

 

(a) Organization of the Company . The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Nevada.

 

(b) Authority . (a) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue the Shares; (b) the execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action and no further consent or authorization of the Company or its Board of Directors or stockholders is required; and (c) this Agreement has been duly executed and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general application.

 

(c) Exemption from Registration; Valid Issuances . The sale and issuance of the Shares, in accordance with the terms and on the bases of the representations and warranties of the undersigned set forth herein, may and shall be properly issued by the Company to the undersigned pursuant to any applicable federal or state law. When issued and paid for as herein provided, the Shares shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Shares pursuant to, nor the Company's performance of its obligations under, this Agreement shall (a) result in the creation or imposition of any liens, charges, claims or other encumbrances upon the Shares or any of the assets of the Company, or (b) entitle the other holders of the Common Stock of the Company to preemptive or other rights to subscribe to or acquire the Common Stock or other securities of the Company. The Shares shall not subject the undersigned to personal liability by reason of the ownership thereof.

 

SECTION 5.

 

5.1 Indemnity . The undersigned agrees to indemnify and hold harmless the Company, its officers and directors, employees and its affiliates and their respective successors and assigns and each other person, if any, who controls any thereof, against any loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon any false representation or warranty or breach or failure by the undersigned to comply with any covenant or agreement made by the undersigned herein or in any other document furnished by the undersigned to any of the foregoing in connection with this transaction.

 

5.2 Modification . Neither this Agreement nor any provisions hereof shall be modified, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.

 

 
6
 
 

 

5.3 Notices . Any notice, demand or other communication which any party hereto may be required, or may elect, to give to anyone interested hereunder shall be sufficiently given if (a) deposited, postage prepaid, in a United States mail letter box, registered or certified mail, return receipt requested, addressed to such address as may be given herein, or (b) delivered personally at such address.

 

5.4 Counterparts . This Agreement may be executed through the use of separate signature pages or in any number of counterparts and by facsimile, and each of such counterparts shall, for all purposes, constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart. Signatures may be facsimiles.

 

5.5 Binding Effect . Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns. If the undersigned is more than one person, the obligation of the undersigned shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his heirs, executors, administrators and successors.

 

5.6 Entire Agreement . This Agreement and the documents referenced herein contain the entire agreement of the parties and there are no representations, covenants or other agreements except as stated or referred to herein and therein.

 

5.7 Assignability . This Agreement is not transferable or assignable by the undersigned.

 

5.8 Applicable Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to conflicts of law principles.

 

5.9 Pronouns . The use herein of the masculine pronouns "him" or "his" or similar terms shall be deemed to include the feminine and neuter genders as well and the use herein of the singular pronoun shall be deemed to include the plural as well.

 

5.10 Further Assurances . Upon request from time to time, the undersigned shall execute and deliver all documents, take all rightful oaths and do all other acts that may be necessary or desirable, in the reasonable opinion of the Company or its counsel, to effect the subscription for the Shares in accordance herewith.

 

 
7
 
 

 

IN WITNESS WHEREOF, the undersigned has executed this Agreement on the ____ day of _____, 2017.

 

Amount of Investment:

 

_______

 

INDIVIDUAL INVESTOR:

 

Signature

 
 
8
 
 

 

ACCEPTANCE OF SUBSCRIPTION

 

(to be filed out only by the Company)

 

The Company hereby accepts the above application for subscription for Shares on behalf of the Company.

 

Dated:

 

Armada Nano Technologies Inc.

 

By: 

 

Name:     

 

Title:  

 

 
 
9
 
 

 

Armada Nano Technologies Inc.

INVESTOR QUESTIONNAIRE

 

A.

General Information

 

 

 

 

 

 

1.

Print Full Name of Investor:

Individual:

 
 

 

First, Middle, Last

 
 

 

Partnership, Corporation, Trust, Custodial Account, Other:

 
 

 

____________________________________________________________

 

 

Name of Entity

 

 

 

2.

Address for Notices:

 
 

 

____________________________________________________________

 

 

 

3.

Name of Primary Contact Person:

Title:

 

 

 

4.

Telephone Number:

 

 

 

5.

E-Mail Address:

 

 

 

6.

Facsimile Number:

Permanent Address:

 

 

 

 

 

7.

Permanent Address:

(if different from Address for Notices above)

 

____________________________________________________________

 

 

 

 

 

8.

Authorized Signatory:

 

 

 

Title:

 

 

 

Telephone Number:

 

 

 

Facsimile Number:

 

 

 
10
 
 

 

B. Accredited Investor Status

 

The Investor represents and warrants that the Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and has checked the box or boxes below which are next to the categories under which the Investor qualifies as an accredited investor:

 

FOR INDIVIDUALS:     

 

□ A natural person with individual net worth (or joint net worth with spouse) in excess of $1 million. For purposes of this item, “net worth” means the excess of total assets at fair market value, including home, home furnishings and automobiles (and including property owned by a spouse), over total liabilities.  

 

□ A natural person with individual income (without including any income of the Investor’s spouse) in excess of $200,000, or joint income with spouse of $300,000, in each of the two most recent years and who reasonably expects to reach the same income level in the current year.  

 

FOR ENTITIES:       

 

□ A bank as defined in Section 3(a)(2) of the Securities Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity.      

 

□ An insurance company as defined in Section 2(13) of the Securities Act.      

 

□ A broker-dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934.      

 

□ An investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”).      

 

□ A business development company as defined in Section 2(a)(48) of the Investment Company Act.        

 

□ A small business investment company licensed by the Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.      

 

□ A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.       

 

□ An organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5 million.     

 

 
11
 
 

 

□ A trust with total assets in excess of $5 million not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a person with such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company and the purchase of the Shares.      

 

□ An employee benefit plan within the meaning of ERISA if the decision to invest in the Shares is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5 million or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors.      

 

□ A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if the plan has total assets in excess of $5 million.     

 

□ An entity, including a grantor trust, in which all of the equity owners are accredited investors as determined under any of the foregoing paragraphs (for this purpose, a beneficiary of a trust is not an equity owner, but the grantor of a grantor trust is an equity owner). 

 

C. Confirmation of Relationship

 

(For Directors, Senior Officers and Control Persons and

Their Close Personal Friends, Close Business Associates and Relatives)

 

The Subscriber represents and warrants to the Company that the Subscriber has read the following definitions from Multilateral Instrument 45-103 Capital Raising Exemptions and certifies that the Subscriber has the relationship(s) to the Company or its directors, senior officers or control persons by virtue of the Subscriber being:

 

( initial one or more as appropriate )

 

 

_____

(a)

a director, senior officer or control person of the Company, or of an affiliate of the Company;

 

 

_____

(b)

a spouse, parent, grandparent, brother, sister or child of a director, senior officer or control person of the Company, or of an affiliate of the company;

 

 

_____

(c)

a close personal friend of a director, senior officer or control person of the Company, or of an affiliate of the Company;

 

 

_____

(d)

a close business associate of a director, senior officer or control person of the Company, or of an affiliate of the Company;

 

 

_____

(e)

a person or company that is wholly-owned by any combination of persons or companies described in paragraphs (a) to (d),

 

 

and if (b), (c), (d) or (e) is initialed the director, senior officer or control person is:

 

( Print name of director, senior officer or control person )

 

 
12
 
 

 

 

The foregoing representations and warranties are true and accurate as of the date of this certificate and will be true and accurate as of Closing.  If any such representations and warranties shall not be true and accurate prior to Closing, the Subscriber shall give immediate written notice of such fact to the Company.

 

For the purposes hereof, the following definitions are included for convenience:

 

a.  

“close business associate” means an individual who has had sufficient prior business dealings with the director, senior officer or control person to be in a position to assess the capabilities and trustworthiness of the director, senior officer or control person.

 

A casual business associate or a person introduced or solicited for the purpose of purchasing securities is not a close business associate.  An individual is not a close business associate solely because the individual is a client or former client.  For example, an individual is not a close business associate of a registrant or former registrant solely because the individual is a client or former client of that registrant or former registrant.

 

The relationship between the purchaser and the director, senior officer or control person must be direct.  For example, the exemption is not available for a close business associate of a close business associate or a director, senior officer or control person.

 

b.  

“close personal friend” means an individual who has known the director, senior officer or control person for a sufficient period of time to be in a position to assess the capabilities and trustworthiness of the director, senior officer or control person.

 

An individual is not a close personal friend solely because

 

∙••      

the individual is a member of the same organization, association or religious group, or

 

∙••      

the individual is a client or former client.

 

The relationship between the purchaser and the director, senior officer or control person must be direct.  For example, the exemption is not available for a close personal friend or a close personal friend of the director, senior officer or control person.

 

c.  

“company” means any corporation, incorporated association, incorporated syndicate or other incorporated organization.

 

d.  

“person” means and individual, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator or other legal representative.

 

e.  

“spouse” means, in relation to an individual, another individual to whom that individual is married, or another individual of the opposite sex or the same sex with whom that individual is living in a conjugal relationship outside marriage.

 
 
13
 
 

 

The Investor understands that the foregoing information will be relied upon by the Company for the purpose of determining the eligibility of the Investor to purchase the Shares. The Investor agrees to notify the Company immediately if any representation or warranty contained in this Subscription Agreement, including this Investor Questionnaire, becomes untrue at any time. The Investor agrees to provide, if requested, any additional information that may reasonably be required to substantiate the Investor’s status as an accredited investor or to otherwise determine the eligibility of the Investor to purchase the Shares. The Investor agrees to indemnify and hold harmless the Company and each officer, director, shareholder, agent and representative of the Company and their respective affiliates and successors and assigns from and against any loss, damage or liability due to or arising out of a breach of any representation, warranty or agreement of the Investor contained herein.

 

 

INDIVIDUAL:

 
 
 

 

 

 

(Signature)

 
 
 

 

(Print Name)

 

 

 
14

 

 

 

EXHIBIT 11.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

Armada Nano Technologies Group, Inc.

48-51 Oceania Street

Bayside, NY 11364

 

We consent to the use in this Offering Statement under Regulation A on Form 1-A of our report dated October 12, 2017 relating to the financial statements of Armada Nano Technologies Group, Inc. for the period from inception (June 10, 2017) to September 30, 2017 and to the reference to us under the heading “Experts” in such Offering Statement.

 

/s/ Paritz & Company, P.A.

 

Hackensack, New Jersey

January 10, 2018

 

EXHIBIT 12.1

 

January 10, 2018

 

To the Board of Directors and Stockholders of

Armada Nano Technologies Group, Inc.

 

 

Re: Armada Nano Technologies Group, Inc.

 

 

Offering Statement on Form 1-A

 

Ladies and Gentlemen:

 

We have acted as securities counsel to Armada Nano Technologies Group, Inc. (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission of a Regulation A Offering Statement on Form 1-A (the “Offering Statement”) relating to the offer by the Company of up to 15,000,000 shares of the Company’s common stock, $.001 par value per share, for a purchase price of $.01 per share (the “Shares”).

 

This opinion letter is being delivered in accordance with the requirements of Item 17(12) of Form 1-A under the Securities Act of 1933, as amended.

 

In connection with rendering this opinion, we have examined the originals, or certified, conformed or reproduction copies, of all such records, agreements, instruments and documents as we have deemed relevant or necessary as the basis for the opinion hereinafter expressed. In all such examinations, we have assumed the genuineness of all signatures on original or certified copies and the conformity to original or certified copies of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to this opinion, we have relied upon, and assumed the accuracy of, certificates and oral or written statements and other information of or from public officials, officers or representatives of the Company, and others.

 

We have reviewed: (a) the certificate of incorporation of the Company; (b) the bylaws of the Company; (c) the offering circular; (d) form of Subscription Agreement; and (e) such other corporate documents, records, papers and certificates as we have deemed necessary for the purposes of the opinions expressed herein.

 

  Based upon and subject to the foregoing and to the other qualifications and limitations set forth herein, we are of the opinion that the Shares, when issued and delivered in the manner and/or the terms described in the Offering Statement as filed (after it is declared qualified), will be validly issued, fully paid and non-assessable.

 

We express no opinion with regard to the applicability or effect of the law of any jurisdiction other than, as in effect on the date of this letter, (a) the internal laws of the State of Nevada and (b) the federal laws of the United States. We express no opinion as to laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion should the laws be changed after the effective date of the Offering Statement by legislative action, judicial decision or otherwise.

 

We hereby consent to the filing of this opinion as an exhibit to the Offering Statement and to the reference to our firm under the caption “Legal Matters” in the Offering Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

 

 

Sincerely yours,

 

 

 

Jeffrey M. Stein

 

JMS Law Group, PLLC