Item 1. Description of Business OUR BUSINESS
We were incorporated in the State of Nevada on October 19, 2009. We have not started operations. We are developing a website "WWW.KAMARESOURCES.CN" and also designing and developing our "Kama Corporate Brochure" which will advertise our service, our prices and would be delivered to all residents in the area. In the beginning of our business operations, we plan to advertise our business on the local billboards that will promote our business.
We have not yet generated any revenues and the only operations that we have engaged in is the development of a business plan concept. Our business office is located at Suite 1707-B, 17th Floor, CTS Center, 219 Zhong Shan Wu Road, Guangzhou, China 510030. Our telephone number is 8613808821282. This is the office of our President, Dayong Sun.
We have no plans to change our planned business activities or to combine with another business, and we are not aware of any events or circumstances that might cause these plans to change. We have not yet begun operations and will not begin operations until we have completed this offering. Our plan of operation is forward looking and there is no assurance that we will ever begin operations.
We have not conducted any market research into the likelihood of success of our operations or the acceptance of our advisory services by the public.
OUR STRATEGY
Our essential business is to provide tailored loans for customers who are seeking to purchase an automobile. We aim to provide customers with lowest price loans that are most appropriate based on their financial circumstances. Currently, we do not have any customers or any contracts for our services. We also have not yet commenced any operations. Once we have received our new capital through our offering, we will launch a series of marketing activities. Our marketing campaigns are meant to generate awareness for our company, and also, direct traffic to our website. Our targets can navigate through our website and can contact our director for more details regarding products offered.
Insurance
Currently, we have no insurance coverage.
Government Regulation
We are currently not subject to any government regulations.
Offices
Our offices are currently located at Suite 1707-B, 17th Floor, CTS Center, 219 Zhong Shan Wu Road, Guangzhou, China 510030. Our telephone number is 8613808821282. As of this point in time, there is no cost to our company for this office space nor is there any lease.
Employees
We currently do not have any employees.
Subsidiaries
We do not have any subsidiaries
Bankruptcy, Receivership, or Similar Proceedings
There has been no bankruptcy, receivership, or similar proceedings
Patents and Trademarks
We do not have any patents or trademarks
Legal Proceedings
We are not a party to any material legal proceeding, nor are any of our officers, director or affiliates' a party adverse to us in any legal proceeding.
Item 1A:
Item 1A: Risk Factors
BECAUSE OUR AUDITORS HAVE ISSUED A GOING CONCERN OPINION, THESE IS SUBSTANTIAL UNCERTAINTY THAT WE WILL CONTINUE OPERATIONS IN WHICH CASE YOU COULD LOSE YOUR INVESTMENT.
Our auditors have issued a going concern opinion. This means that we may not be able to achieve our objectives and may have to suspend or cease operations.
Our auditors have issued a going concern opinion as at October 31, 2009. This means that there is substantial doubt that we can continue as an ongoing business without additional financing and/or generating profits. If we are unable to do so, we will have to cease operations and you will lose your investment.
Because all of our assets and our officers and directors are located outside of the United States of America, it may be difficult for an investor to enforce within the United States any judgments obtained against us or any of our officers and directors.
All of our assets are located outside of the United States and we do not currently maintain a permanent place of business within the United States. In addition, our director and officer are a national and/or resident of other countries other than the United States, and all or a substantial portion of such persons assets are located outside of the United States. As a result it may be difficult for an investor to effect service process or enforce within the United States and judgments contained against us or our officers or directors, including judgments predicated upon the civil liability provisions of the securities law of the United States or any state thereof. In addition, there is uncertainty as to whether the courts of Canada and other jurisdictions would recognize or enforce judgments of United States courts obtained against us or our directors and officer predicated upon the civil liability provisions of the securities law of the United States or any state there, or be competent to hear original actions brought in Canada or other jurisdictions against us or our officers and director predicated upon the securities law of the United States or any state thereof.
Because we have only one officer and director who are responsible for our managerial and organizational structure, in the future, there may not be effective disclosure and accounting controls to comply with applicable laws and regulations which could result in fines, penalties or assessments against us.
We have only one officer and director. He is responsible for our managerial and organizational structure which will include preparation of disclosures and accounting controls under the Sarbanes Oxley Act of 2002. When these controls are implemented, they would be responsible for the administration of the controls. Should they not have sufficient experience, they may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the SEC which ultimately could cause you to lose your investment.
Because our sole executive officer will be devoting limited time to our operations, our operations could be sporadic which may result in periodic interruptions or suspensions of operations and a lack of revenues which may cause to cease operations.
Dayong Sun, our sole executive officer will only be devoting limited time to our operations. Mr. Sun will be devoting approximately twenty hours a weeks to our operation. Because Mr. Sun will be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to Mr. Sun. As a result, operations may be periodically interrupted or suspended which could result in lack of revenues and a possible cessation of operations.
Because we do not maintain any insurance, if a judgment is rendered against us, we may have to cease operations.
We do not maintain insurance and do not intend to maintain insurance in the future. Because we do not have any insurance, if we are made a party to a lawsuit, we may not have the sufficient funds to defend the litigation. In the event that we do not defend the litigation or a judgment is rendered against us, we may have to cease operations.
Because we have not generated revenues since our inception, the business must secure the minimum investment through sales of common shares to sustain operations for the next twelve months and maintain the status of going concern.
We currently have limited working capital to sustain or move forward with our business activities. In the event that we receive the minimum investment of $10,000 with net proceeds of $5,000, our company will hold a total of $6,240 in cash and cash equivalent. If sales of common shares reach the maximum offering of 2,000,000 shares, we will receive $20,000 with net proceeds of $15,000. With $15,000 of fresh capital, our company will hold a total of $16,240 in cash and cash equivalent to sustain for the next twelve months.
We Lack an operating history and have losses that we expect to continue into the future. There is no assurance our future operations will result in profitable revenues. If we cannot generate sufficient revenues to operate profitably, we will cease operations and you will lose your investment.
We were incorporated on October 19, 2009 and we have not started our proposed business operations or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our net loss since inception is $1,760 for filing fees and general office expenses. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:
* completion of this offering; * our ability to attract customers who will buy our service from us; and, * our ability to generate revenues through the sale of our service.
Based upon current plans, we expect to incur operating losses in future periods since we will be incurring expenses and not generating revenues. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues will cause you to lose your investment.
If we do not attract customers, we will not make a profit which ultimately will result in a cessation of operations.
We have no customers. We have not identified any customers and we cannot guarantee we will ever have any customers. Even if we obtain customers, there is no guarantee that we will generate a profit. If we cannot generate a profit, we will have to suspend or cease operations.
We are solely dependent upon the funds to be raised in this offering to start our business, the proceeds of which may be insufficient to achieve revenues. If we need additional funds and are unable to raise them we will have to terminate our operations.
We have not yet started our business. We need the proceeds from this offering to start our operations. If the maximum of $20,000 is raised, this amount will enable us, after paying the expenses of this offering, to operate for one year. If we need additional funds and are unable to raise the money, we will have to cease operations.
If we do not make a profit, we may have to suspend or cease operations.
Since we are small and do not have much capital, we must limit marketing our services. The sale of goods is how we will initially generate revenues. Because we will be limiting our marketing activities, we may not be able to attract enough customers to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.
Because our sole officer and director will only be devoting limited time to our operations, our operations may be sporadic which may result in periodic interruptions or suspensions of operations. This activity could prevent us from attracting customers and result in a lack of revenues that may cause us to suspend or cease operations.
Our sole officer and director, Mr. Dayong Sun, will only be devoting limited time to our operations. Mr. Dayong Sun, our president and sole director will be devoting approximately 20 hours per week of his working time to our operations. Because our sole officer and director will only be devoting limited time to our operations, our operations may be sporadic and occur at times which are convenient to him. As a result, operations may be periodically interrupted or suspended which could result in a lack of revenues and a possible cessation of operations.
Because we have only one officer and director who has no formal training in financial accounting and management, who is responsible for our managerial and organizational structure, in the future, there may not be effective disclosure and accounting controls to comply with applicable laws and regulations which could result in fines, penalties and assessments against us.
Should he not have sufficient experience, he may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the SEC which ultimately could cause you to lose your investment. However, because of the small size of our expected operations, we believe that he will be able to monitor the controls she will have created and will be accurate in assembling and providing information to investors.
Because our sole officer and director does not have prior experience in financial accounting and the preparation of reports under the securities exchange act of 1934, we may have to hire individuals which could result in an expense we are unable to pay.
If we need the additional experienced personnel and we do not hire them, we could fail in our plan of operations and have to suspend operations or cease operations entirely and you could lose your investment.
Because we do not have an escrow or trust account for your subscription, if we file for bankruptcy protection or are forced into bankruptcy, or a creditor obtains a judgment against us and attaches the subscription, you will lose your investment.
Your funds will not be placed in an escrow or trust account. Accordingly, if we file for bankruptcy protection or a petition for involuntary bankruptcy is filed by creditors against us, your funds will become part of the bankruptcy estate and administered according to bankruptcy laws. If a creditor sues us and obtains a judgment against us, the creditor could garnish the bank account and take possession of the subscriptions. As such, if the minimum conditions of this offering are not satisfied, it is possible that a creditor could attach your subscription which could preclude or delay the return of money to you. If that happens, you will lose your investment and your funds will be used to pay creditors.
Because our sole officer and director who is also our sole promoter, will own 89% of our total outstanding common stock, he will retain control of us and will be able to decide who will be directors and you may not be able to elect any directors which could decrease the price and marketability of our shares.
Even if we sell all 2,000,000 shares of common stock in this offering, Mr. Dayong Sun will own 60% of the total outstanding common stock. As a result, after completion of this offering, regardless of the number of shares we sell, Mr. Dayong Sun will be able to elect all of our directors and control our operations, which could decrease the price and marketability of our shares.
Because there is no public trading market for our common stock, you may not be able to resell your stock.
There is currently no public trading market for our common stock. Therefore there is no central place, such as stock exchange or electronic trading system, to resell your shares. If you want to resell your shares, you will have to locate a buyer and negotiate your own sale.
Because the sec imposes additional sales practice requirements on brokers who deal in our shares that are penny stocks, some brokers may be unwilling to trade them. This means that you may have difficulty reselling your shares and this may cause the price of our shares to decline.
Our shares would be classified as penny stocks and are covered by Section 15(g)of the Securities Exchange Act of 1934 and the rules promulgated there under which impose additional sales practice requirements on brokers/dealers who sell our securities in this offering or in the aftermarket. For sales of our securities, the broker/dealer must make a special suitability determination and receive from you a written agreement prior to making a sale for you. Because of the imposition of the foregoing additional sales practices, it is possible that brokers will not want to make a market in our shares. This could prevent you from reselling your shares and may cause the price of our shares to decline.
Finra sales practice requirements may limit a stockholder's ability to buy and sell our stock.
The FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity and liquidity of our common stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker-dealers may be willing to make a market in our common stock, which may limit your ability to buy and sell our stock and
Item 1B:
Item 1B: Unresolved Staff Comments
None
Item 2:
Item 2: Description of Property
Our offices are currently located at Suite 1707-B, 17th Floor, CTS Center, 219 Zhong Shan Wu Road, Guangzhou, China 510030. Our telephone number is 8613808821282. As of this point in time, there is no cost to our company for this office space nor is there any lease.
Item 3:
Item 3: Legal Proceedings
There are no existing, pending or threatened legal proceedings involving Nevaeh Enterprises Ltd., or against any of our officers or directors as a result of their involvement with the Company.
As of February 14, 2010 the Company does not retain a legal counsel.
Item 4:
Item 4: Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during the fiscal period ended October 31, 2010.
Item 5:
Item 5: Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities
The Company's Common stock is not presently listed under any exchange. There is currently no active trading in our common stock and there has been no active trading.
As of February 14, 2010, there were approximately 30 stockholders of record of the Company's Common Stock.
The Company has not paid any cash dividends to date, and it has no intention of paying any cash dividends on its common stock in the foreseeable future. The declaration and payment of dividends is subject to the discretion of its Board of Directors. The timing, amount and form of dividends, if any, will depend on, among other things, results of operations, financial condition, cash requirements and other factors deemed relevant by the Board of Directors.
There are no outstanding options or warrants or convertible securities to purchase our common equity.
The Company has never issued securities under and does not have any equity compensation plan.
Item 6:
Item 6: Selected Financial Data As of As of October 31, 2010 October 31, 2009 Balance Sheet Total Assets $7 $2,743 Total Liabilities $- $- Stockholders Equity (Deficit) $7 $2,743
For the For the Year ended Year Ended October 31, 2010 October 31, 2009 Income Statement Revenues $ - $ - Total Expenses $2,763 $257 Net Loss $(2,763) $(257)
Item 7:
Item 7: Management's Discussion and Analysis or Plan of Operation
This section of the prospectus includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
We are a developmentstage corporation and have not started operations and have not yet generated or realized any revenues.
Our auditors have issued a going concern opinion. This means that our auditors believe 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. This is because we have not generated any revenues and no revenues are anticipated until we complete the development of our website and begin implementing and marketing our dealerships to our target markets. Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is investments by others in our company. We must raise cash to implement our project and begin our operations. Whether we raise the minimum or maximum amount of money in this offering, any amount raised will last twelve months. The difference between the minimum and maximum amount relates to the website development; marketing and advertising; equipment and office furniture; and hiring one employee. In each case, if we raise the maximum amount, we will devote more funds to the same in order to enhance the quality of the website and promote our business plan to potential customers. We will not begin operations until we raise money from this offering.
We have only one officer and director. He is responsible for our managerial and organizational structure which will include preparation of disclosure and accounting controls under the Sarbanes Oxley Act of 2002. When these controls are implemented, he will be responsible for the administration of the controls. Should He not have sufficient experience, He may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the SEC which ultimately could cause you to lose your investment.
PLAN OF OPERATION
Dayong Sun, our sole officer and director, has determined that we must raise the minimum amount of $10,000 with net proceeds of $5,000 to satisfy our cash requirements during the next twelve months. We will not be conducting any product research or development. We do not expect to purchase any significant equipment. Further we do not expect significant changes in the number of employees.
Upon completion of our public offering, our goal is to commence our operations. We intend to accomplish the foregoing through the following milestones:
1. Complete our public offering. We believe that we will raise sufficient capital to begin our operations, and we believe that this could take up to 270 days from the date the Securities and Exchange Commission declares our offering effective. We will not begin operations until we have closed this offering. We intend to concentrate all of our efforts on raising as much capital as we can during this period.
2. After completion of the offering, we will immediately begin to develop our website. We believe that our website can be fully operational within 180 days. We also intend to design and develop our "Kama Resources Corporate Brochures" which will advertise our service and our prices. In the beginning of our business operations we plan to advertise our business on the local billboards.
3. After our website is established, we intend to begin to market our business to potential customers and investors through our website, our brochures, billboard advertisement and by personal contacts through Dayong Sun, our president. We will also design a brochure and deliver it to the mailboxes of the residents in the area of the city of Changchun.
If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations. If we cease operations, we do not know what we will do and we do not have any plans to do anything else.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to base an evaluation of our performance. We are still in the development stage and have not yet 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.
In addition to this offering, we are seeking equity financing in order to obtain the capital required to implement our business plan.
We have no assurance that future financing will be available to us on acceptable terms. If financing is not available to us on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to our existing shareholders.
RESULTS OF OPERATIONS
FROM INCEPTION ON OCTOBER 19, 2009 TO OCTOBER 30, 2009
During this period we incorporated the company, and hired an auditor for the preparation of this registration statement. We also prepared an internal business plan. We have not yet started our proposed business operations and will not do so until we have completed this offering. We expect to begin operations within 120 days after we complete this offering.
Since inception, we have issued 3,000,000 shares of common stock to our sole officer and director.
LIQUIDITY AND CAPITAL RESOURCES
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 begin operations but we cannot guarantee that once we begin operations we will stay in business after operations have commenced. If we are unable to successfully attract customers to utilize our service, we may use up the proceeds from this offering and will need to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others in order for us to continue our operations. At present, we have not made any arrangements to raise additional capital, other than through this offering.
Our sole officer and director, Dayong Sun, has determined that we will need to sell 1,000,000 shares and raise the minimum amount of $10,000, which will amount to $5,000 in net proceeds from the offering to conduct our business for twelve months from the date of filing. Currently the Company has $1,240 in cash reserves and therefore cannot sustain any period of operations without raising capital from this offering or from loans from our sole officer and director.
Our sole officer and director is willing to loan us money for our operations until this offering has been completed or until the offering period has expired. If we need additional capital and cannot raise it we will either have to suspend operations until we do raise the capital or cease operations entirely.Other than as described in this paragraph, we have no other financing plans.
As of the date of this prospectus, we have yet to generate any revenues from our business operations.
We issued 3,000,000 shares of common stock pursuant to an exemption from registration contained in Regulation S of the General Rules and Regulations promulgated under the Securities Act of 1933. This was accounted for as a sale of common stock.
As of January 31, 2010, our total assets were $1,240 and our total liabilities were $0.
Item 7A:
Item 7A: Quantitative and Qualitative Disclosures about Market Risk
Please see Item 1A above, "Risk Factors," for a discussion of these and other risks and uncertainties we face in our business.
Item 8:
Item 8: Financial Statements
The financial statements required to be filed pursuant to this Item 8 begin on page of this report.
Item 9:
Item 9: Changes In Disagreements With Accountants on Accounting and Financial Disclosure
The Financial Statements of the Company have been audited by Kenne Ruan, CPA, P.C. for the fiscal year ended October 31, 2010 and October 31, 2009. There have been no changes in or disagreements with either Kenne Ruan, CPA, P.C. on accounting and financial disclosure matters at any time.
Item 9A:
Item 9A: Controls and Procedures
Dayong Sun, our Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based on that evaluation, taking into account our limited resources and current business operations, they concluded that the disclosure controls and procedures are effective in ensuring that all material information required to be filed in this annual report has been made known to them in a timely fashion. There have been no significant changes in internal controls, or in other factors that could significantly affect internal controls, subsequent to the date they completed their evaluation
Evaluation Of Disclosure Controls And Procedures
The Company maintains controls and procedures designed to ensure that information required to be disclosed in this report is recorded, processed, accumulated, and reported to its management, including the president and the treasurer, to allow timely decisions regarding the required disclosure. Within the 90 days prior to the filing date of this report, the Company's management, with the participation of its president and treasurer, performed an evaluation of the effectiveness of the design and operation of these disclosure controls and procedures. Those officers have concluded that such disclosure controls and procedures are effective at ensuring that required information is disclosed in the Company's reports.
Change in Internal Control
There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date.
Item 9B:
Item 9B: Other Information
None
Item 10:
Item 10: Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
Officers and Directors
Each of our directors serves until his or her successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one (1) year and serves until his or her successor is duly elected and qualified, or until he or she is removed from office. The board of directors has no nominating, auditing or compensation committees.
The name, age, and position of our present officers and directors are set forth below: Name Age Position Held Dayong Sun 37 President, Chief Executive Officer, Secretary,Treasurer,Chief Financial Officer, and the sole member of the Board of Directors
Each director serves until our next annual meeting of the stockholders or unless they resign earlier. The Board of Directors elects officers and their terms of office are at the discretion of the Board of Directors.
Background of officers and directors
Since October 19, 2009, Dayong Sun has been our President, Chief Executive Officer, Secretary, Treasurer, Chief Financial Officer, Principal Accounting Officer and sole member of our Board of Directors. Since June 2004 Mr. Sun has been working as a programmer at Qiming Information Technology Co. in Changchun, China. From September 1986 until June 1990 Dayong Sun attended University of Jilin, China at which time he received his Bachelor's Degree in Mechanical and Electrical Engineering. Dayong Sun devotes approximately 20 hours per week to our operations, and will devote additional time as required. Dayong Sun is not an officer or director of any other reporting company.
Audit Committee Financial Expert
We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we are only beginning our commercial operations, at the present time, we believe the services of a financial expert are not warranted.
Conflicts of Interest
The only conflict that we foresee is that our officers and directors devote time to projects that do not involve us.
SECTION 16(A) BENEFICIAL OWNER REPORTING COMPLIANCE
Section 16(a) of the Securities and Exchange Act of 1934 requires that the Company's directors, executive officers, and persons who own more than 10% of registered class of the Company's equity securities, or file with the Securities and Exchange Commission (SEC), initial reports of ownership and report of changes in ownership of common stock and other equity securities of the Company. Officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish the Company with copies of all Section 16(a) reports they file. As of the fiscal year ending October 31, 2010, Form 3 reports were not timely filed by Dayong Sun, the Company's President.
Code of Ethics
The Company has adopted code of ethics for all of the employees, directors and officers which is attached to this Annual Report as Exhibit 14.1. Item 11:
Item 11: Executive Compensation The following table sets forth information with respect to compensation paid by us to our officers and directors during the three most recent fiscal years. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. Summary Compensation Table
[1] All compensation received by the officers and directors has been disclosed.
Option/SAR Grants
There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors.
Long-Term Incentive Plan Awards
We do not have any long-term incentive plans.
Compensation of Directors
We do not have any plans to pay our directors any money.
Indemnification
Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.
Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.
Item 12:
Item 12: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what their ownership will be assuming completion of the sale of all shares in this offering. The stockholders listed below have direct ownership of his/her shares and possess sole voting and dispositive power with respect to the shares. The address for each person is our address at Suite 1707-B, 17th Floor CTS Center, 219 Zhong Shan Wu Road, Guangzhou, China 51003.
Name of Direct Amount Beneficial Owner of Beneficial Owner Position Percent of Class Dayong Sun 3,000,000 CEO, CFO, 100% Secretary, Director
All officers and directors as a Group (1 person) 100%
Securities authorized for issuance under equity compensation plans.
We have no equity compensation plans.
Item 12: Certain Relationships and Related Transactions
We issued 3,000,000 shares of common stock to Dayong Sun, our president and a member of the board of directors in October 2009.
Item 13:
Item 13: Exhibits
Exhibit No. Description
3.1* Articles of Incorporation of the Company (incorporated by reference to the Form S-1 filed with the Securities and Exchange Commission on January 5, 2010)
3.2* Bylaws of the Company (incorporated by reference to the Form S-1 filed with the Securities and Exchange Commission on January 5, 2010)
14 Code of Ethics
31 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
Item 14:
Item 14: Principal Accountant Fees and Services
1) Audit Fees
The aggregate fees billed for the last two fiscal years for professional services rendered by the principal accountant for the audit of the Company's annual financial statements and review of financial statements included in the Company's Form 10-QSBs or services that are normally provided by the accountant in connection with statutory and regulatory engagements for those fiscal years was:
2010 - $1,200 Kenne Ruan, CPA, P.C.
2009- $1,500 Kenne Ruan, CPA, P.C.
2) Audit - Related Fees
The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported in the preceding paragraph:
2010 - $0 Kenne Ruan, CPA, P.C.
2009 - $0 Kenne Ruan, CPA, P.C.
3) Tax Fees
The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:
2010 - $0 Kenne Ruan, CPA, P.C.
2009 - $0 Kenne Ruan, CPA, P.C.
4) All Other Fees
The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:
2010 - $0 Kenne Ruan, CPA, P.C.
2009 - $0 Kenne Ruan, CPA, P.C.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 14th of February, 2011.
Kama Resources Inc.
(Registrant)
By: /s/ Dayong Sun
Dayong Sun
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature Title Date /s/ Dayong Sun President, CEO, Secretary, February 14, 2011 Dayong Sun Treasurer and Director
Report of Independent Registered Public Accounting Firm
Balance Sheets for the fiscal year ended October 31, 2010 and period ended October 31, 2009
Statements of Operations for the fiscal year ended October 31, 2010 and period ended October 31, 2009
Statements of Cash Flows for the fiscal year ended October 31, 2010 and period ended October 31, 2009
Statements of Shareholder's Equity (Deficit)
Notes to Financial Statements
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders Kama Resources Inc. (A Development Stage Company)
We have audited the accompanying balance sheets of Kama Resources Inc. (A development stage company) as of October 31, 2009 and 2010, and the related statements of operations, stockholders' equity and cash flows for each of the years of the two-year period ended October 31, 2010. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audit.
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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our 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 Kama Resources Inc. as of October 31, 2009 and 2010, and the results of its operations and its cash flows for each of the years of the two-year period ended October 31, 2010 in conformity with accounting principles generally accepted in the United States of America.
The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Companys losses from operations raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/Kenne Ruan, CPA, P.C.
Woodbridge, Connecticut February 10, 2011
Kama Resources Inc. (A Development Stage Company)
Balance Sheets
As of October 31, 2010 and 2009
The accompanying notes are an integral part of the consolidated financial statements.
Kama Resources Inc.
(A Development Stage Company)
Statement of Operations
For the twelve months ended October 31, 2010 and 2009 and from October 19, 2009 (Inception) to October 31, 2010.
The accompanying notes are an integral part of the consolidated financial statements.
Kama Resources Inc.
(A Development Stage Company)
Statements of Cash Flows
For the Fiscal Period Ended October 31, 2010 and 2009. And from October 19, 2009 (Inception), to October 31, 2010.
The accompanying notes are an integral part of the consolidated financial statements.
Kama Resources Inc.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity (Deficit)
From October 19, 2009 (Inception Date) to October 31, 2010
Kama Resources Inc. (A Development Stage Company) Notes to the Financial Statements For the Year Ended October 31, 2010.
NOTE 1 Nature and Continuance of Operations
The Company is a development stage company, which was incorporated on October 19, 2009. Operations started on that Date.
These financial statements have been prepared on a going concern basis. The company has accumulated a deficit of $ 2993 since its inception and has yet to achieve profitable operations and further losses are anticipated in the development of its business, raising substantial doubt about the Companys ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management plans to continue to provide for its working capital needs by seeking loans from its shareholders. These financial statements do not include any adjustments to the recoverability and classification of assets, or the amount and classification of liabilities that may be necessary should the Company be unable to continue as a going concern.
The Companys year end is October 31.
NOTE 2 - Summary of Significant Accounting Policies The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates, which have been made using careful judgment. Actual results may vary from these estimates.
The financial statements have, in management's opinion, been properly prepared within the framework of the significant accounting policies summarized below:
Development Stage Company The Company complies with the FASB Accounting Standards Codification (ASC) Topic 915 Development Stage Entities for it characterization of the Company as development stage.
Impairment of Long Lived Assets Long-lived assets are reviewed for impairment in accordance with ASC
Topic 360, "Accounting for the Impairment or Disposal of Long- lived Assets". Under ASC Topic 360, long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized or the amount, if any, which the carrying value of the asset exceeds the fair value.
Foreign Currency Translation The Company is located and operating outside of the United States of America. It maintains its accounting records in U.S. Dollars, as follows: At the transaction date, each asset, liability, revenue, and expense is translated into U.S. dollars by the use of exchange rates in effect at that date. At the period end, monetary assets and liabilities are remeasured by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations.
The Company's currency exposure is insignificant and immaterial and we do not use derivative instruments to reduce its potential exposure to foreign currency risk.
Financial Instruments The carrying value of the Company's financial instruments consisting of cash equivalents and accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
Income Taxes The Company uses the assets and liability method of accounting for income taxes in accordance with FASB Topic 740 "Accounting for Income Taxes". Under this method, deferred tax assts and liabilities are recognized for the future tax consequences attributable to temporary 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.
Basic and Diluted Net Loss Per Share In accordance with FASB Topic 260, "Earnings Per Share', the basic net loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per common share is computed similar to basic net loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As October 31, 2010, diluted net loss per share is equivalent to basic net loss per share.
Stock Based Compensation The Company accounts for stock options and similar equity instruments issued in accordance with ASC Topic 718 Compensation-Stock Compensation. Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period. Transactions in which goods or services are received in exchange for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable ASC Topic 718 requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid.
The Company did not grant any stock options during the period ended October 31, 2010.
Comprehensive Income The Company adopted FASB Topic 220, Comprehensive Income, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statement of Stockholders' Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners.
The Company has no elements of "other comprehensive income" during the period ended October 31, 2010.
New Accounting Standards Management does not believe that any recently issued, but not yet effective accounting standards if currently adopted could have a material effect on the accompanying financial statements.
NOTE 3- Capital Stock On October 19, 2009, the Company issued 3,000,000 common shares at $0.001 per share to the sole director of the Company for the total proceeds of $3,000.