As filed with the Securities and Exchange Commission on November 13, 2018

 Registration No. 333-187007

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.DC 20549

 

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


PACK FUERTE, INC.

(Exact name of registrant as specified in its charter)


NEVADANAMI CORP.

(Exact name of registrant as specified in its charter)

Nevada

3560

3420

61-1693116

(State or other jurisdiction of incorporation or organization)

(Primary Standard Industrial

(I.R.S. Employer

incorporation or organization)

Classification Code Number)

(I.R.S. Employer

Identification Number)No.)


Bunloet SriphanormUnit M2-3, Level M2, The Vertical Podium,
Avenue 3, Bangsar South City,
No 8 Jalan Kerinchi,
59200 Kuala Lumpur, Malaysia

President

Pack Fuerte, Inc.

99 Village no. 12, Khok Kruad Sub-District, Mueang Nakhon Ratchasima DistrictNakhon Ratchasima Province, 30280 Thailand

 (702) 331-8633+603 – 2242 4913

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)


2360 Corporate Circle, Suite 400, Henderson, Nevada 89074Copy to:

(702) 866-2500Yue Cao, Esq.

Gilbert Bradshaw, Esq.

Wilson Bradshaw & Cao, LLP

9110 Irvine Center Drive

Irvine, CA 92618

Tel: (657)-888-4792

ycao@wbc-law.com

 (Address

State Agent and Transfer Syndicate, Inc.

112 North Curry Street

Carson City, NV 89703

(Name, address, including zip code, and telephone number, including area code, of agent for service)


As soon as practicable after the effective date of this registration statement

(Approximate date of commencement of proposed sale to the public)public:


From time to time after this registration statement is declared effective.

If any of the securities being registered on this Formform are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: [ X ]x


If this Formform is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]¨


If this Formform is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]¨


If this Formform is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [  ]¨


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting Company. See the definitions of large accelerated filer,” “accelerated filer and smaller reporting Company in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ]company.

 Accelerated filer [  ]

Large accelerated filer:

¨

Accelerated filer:

¨

Non-accelerated filer:

¨

Smaller reporting company:

x

Emerging Growth Company:

x

Non-accelerated filer [  ] (Do not check if a smaller reporting Company)

Smaller reporting Company [X]




 



Calculation of Registration FeeCALCULATION OF REGISTRATION FEE(1)


Title of Each Class of Securities to be Registered


Amount to be Registered

Proposed Maximum Offering Price Per Unit1

Proposed Maximum Aggregate Offering Price


Amount of Registration Fee2






Common Stock by Company

6,800,000


$0.020

$136,000

$18.55



Title of Each Class of Securities to be Registered

 

Amount to  be

Registered 

 

 

Proposed  Maximum

Offering 

Price(2)

 

 

Proposed Maximum

Aggregate Offering 

Price(3)

 

 

Amount of

Registration 

Fee(4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock, par value $0.001 per share

 

 

322,388,472

 

 

$0.30

 

 

$96,716,541.6

 

 

$11,722.04

 

(1) ________________

(1)

Registration fee has been paid via Fedwire.

(2)

The offering price was estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded on any national exchange, but is traded as of the date of this prospectus on the OTC Pink Market.

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act.

(4)

Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act.

2

The offering price has been arbitrarily determined by the Companyinformation in this prospectus is not complete and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be changed. These securities may not be sold at this, or at any price.

(2) Estimated solely for the purpose of calculatinguntil the registration fee pursuant to sections 6 (b), 13(e), or 14(g) of the Securities Act of 1933.


The offering will conclude at the earlier of the sale of all shares or 90 days after this registration statement becomes effectivefiled with the Securities and Exchange Commission.Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.


PROSPECTUS (Subject to Completion)

Dated: __________, 2018

PROSPECTUS

322,388,472 shares of common stock

We are an emerging growth company. This prospectus relates to the sale of up to 322,388,472 shares of our common stock by persons who received shares of our common stock in our stock dividend distribution in August 2018 and by persons who purchased shares of our common stock in private placements that we effected from April to September 2017. The recipients of stock dividends and purchasers of common stock in such private placements whose shares are being registered for resale are referred to in this prospectus as the selling stockholders.

The Registrant hereby amendsselling stockholders may sell common stock from time to time in the principal market on which the stock will be traded at the prevailing market price or in negotiated transactions. See “Plan of Distribution” for more information about how the selling stockholders may sell the shares of common stock being registered pursuant to this Registration Statementprospectus. The selling stockholders have informed us that they do not have any agreement or understanding, directly or indirectly, with any person to distribute the common stock.

Our common stock is currently quoted on such datethe OTC Pink market under the symbol “NINK.” On November 13, 2018, the last quoted price of our common stock as reported on the OTC Pink market was $2.15 per share.

Each selling stockholder may be necessary to delay its effective date untilconsidered an “underwriter” within the Registrant shall file a further amendment which specifically states that the Registration Statement shall thereafter become effective in accordance with Section 8(a)meaning of the Securities Act of 1933, or untilas amended.

We will pay the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.expenses of this offering.



























[2]



PACK FUERTE, INC.

6,800,000 SHARES OF COMMON STOCK


Prior to this registration, there has been no public trading market for the common stock of Pack Fuerte, Inc.  (Pack Fuerte) and it is not presently traded on any market or securities exchange. 6,800,000 shares of common stock are being offered for sale by the Company to the public.


The price per share will be $0.020 for the duration of the offering. Funds raised undersecurities offered in 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.  Pack Fuertes president and sole director will be responsible for the sale of shares.


This investment involvesprospectus involve a high degree of risk. A complete loss ofYou should consider the investment should be considered before deciding to invest in our Company. See Risk Factorsrisk factors beginning on page 12.7 before purchasing our common stock.


Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of thethis prospectus. Any representation to the contrary is a criminal offense.


This offering is self-underwritten. No underwriter or person has been engaged to facilitate the sale of shares of common stock in this offering. There are no underwriting commissions involved in this offering.


As of theThe date of this prospectus there is currently no market forNovember 13, 2018

3

TABLE OF CONTENTS

PROSPECTUS SUMMARY

5

ABOUT THIS OFFERING

7

RISK FACTORS

8

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

14

USE OF PROCEEDS

14

DIVIDEND POLICY

14

CAPITALIZATION

15

DILUTION

15

MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

16

DESCRIPTION OF BUSINESS

17

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

24

MANAGEMENT

28

EXECUTIVE COMPENSATION

33

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

36

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

39

DESCRIPTION OF CAPITAL STOCK

40

SELLING STOCKHOLDERS

41

PLAN OF DISTRIBUTION

46

DISCLOSURE OF SEC POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

47

LEGAL OPINION

48

EXPERTS

48

INTERESTS OF NAMED EXPERTS AND COUNSEL

48

ADDITIONAL INFORMATION

48

INDEX TO FINANCIAL STATEMENTS

F-1

Unless otherwise specified, the companys shares. The offering will conclude at the earlier of the sale of all shares or 90 days after this registration statement becomes effective with the Securities and Exchange Commission, unless extended for 90 extra days, at the discretion of the Company.


We intend to contact an authorized OTC Bulletin Board market-maker for sponsorship of our securities on the OTC Bulletin Board upon the effectiveness of this registration statement. We have not taken any action to date towards the implementation of our business plan other than filing this registration statement and incorporating the Company in Nevada. The Company intends to offer its stock for sale in all jurisdictions that its prospectus is valid in and is not limited to any region or country.


The information in this prospectus is set forth as of November 13, 2018, and we anticipate that changes in our affairs will occur after such date. We have not complete and may be changed. We may not sell these securities until the registration statement filedauthorized any person to give any information or to make any representations, other than as contained in this prospectus, in connection with the Securities and Exchange Commission is effective.offer contained in this prospectus. If any person gives you any information or makes representations in connection with this offer, do not rely on it as information we have authorized. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securitiesour common stock in any state where the offer or saleother jurisdiction to any person to whom it is not permitted.unlawful to make such offer.

4
Table of Contents


PROSPECTUS SUMMARY

The Company is an emerging growth company, but the company has irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to section 107(B) of the Jump Start Business Act of 2012. An emerging growth company could be capable of taking advantage of several exceptions. See page 08 for a discussion of these exceptions.



Number of Shares

Offering Price

Underwriting Discounts and Commissions

Proceeds to the Company

Per Share

1

$0.020

$0.00

$0.020

Minimum

0

$0.00

$0.00

$0.00

50% of Offering

3,400,000

$68,000

$0.00

$68,000

Maximum

6,800,000

$136,000

$0.00

$136,000


The date offollowing summary highlights selected information from this prospectus and may not contain all the information that is March 01, 2013.



[3]



Table of Contents


Page No.

Part I


Prospectus Summary

6

Risk Factors

12

Use of Proceeds

18

Determination of Offering Price

20

Dilution

20

Plan of Distribution

21

Description of Securities to be Registered

23

Interests of Named Expertsimportant to you. To understand our business and Counsel

25

Information with Respect to Registrant

26

Available Information

30

Legal Proceedings

30

Financial Statements

30

Managements Discussion and Analysis of Financial Condition and results of Operations

41

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

45

Directors and Executive Officers

45

Executive Compensation

46

Security Ownership of Certain Beneficial Owners and Management

48

Certain Relationships and Related transactions

49

Disclosure of Commission Position on Indemnification for Securities Act Liabilities

49



Part II


Other Expenses of Issuance and Distribution

50

Indemnification of Directors and Officers

50

Recent Sales of Unregistered Securities

50

Exhibits and Financial Statement Schedules

51

Undertakings

52

Signatures

54










[4]



Dealer Prospectus Delivery Obligation

Until , (90 days after the effective date of this prospectus) all dealers that effect transactions in these securities, whether or not participating in this offering may be required to deliver a prospectus. This is in addition to the dealers obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.






















[5]



PROSPECTUS SUMMARY


Youfully, you should read this entire prospectus carefully, including the following summary together with the more detailed business information, financial statements and the related notes that appear elsewherebeginning on page F-1. When we refer in this Prospectus regarding Pack Fuerte, Inc. (Fuerteprospectus to “NINK,).  In this Prospectus, unless the context otherwise denotes, references to the Company“Company, “our company,” “we,” “us” and “our,” we mean Nami Corp., we,” “us,” “our,, Fuerte and Pack Fuerte, Inc. are to the Company.


A Cautionary Note on Forward-Looking Statements


a Nevada corporation. This prospectus contains forward-looking statements which relateand information relating 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 industrys 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.Company. See “Cautionary Note Regarding Forward Looking Statements” on page 14.


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.Our Company


General Information About Pack Fuerte, Inc.


Pack Fuerte, Inc.The Company was incorporated by Mr. Miguel Alonso Peralta, former sole officer and director in the State of Nevada. On November 26, 2012 Mr. Peralta had resigned his positions as sole officer and director of Pack Fuerte, Inc. and Mr. Bunloet Sriphanorm had been appointed as the new sole officer and director.Nevada on September 5, 2012. November 30th has beenwas established as the CompanysCompany’s fiscal year end. On July 4, 2018, our Board of Directors approved changing our fiscal year-end from November 30 to June 30 as a result of the Acquisition of SBS Mining Corp. Malaysia Sdn. Bhd. (hereinafter referred to as “SBS”). We are a development-stage Company that intendswere initially created to developengage in developing a built in safe with a combination lock that can store personal and and/or valuable items, inside of backpacks, carry-on luggage and suitcases. We plan on generating revenue towards licensing with our concept for Pack Fuerte products for luggage manufacturing companies, after we successfully develop our prototype(s).Since its inception and until the acquisition of SBS, the Company was a development stage company without significant assets or revenue.


AsOn October 31, 2016, a change in control of the date of this prospectus, we have not yet developed our products or prototype(s). Furthermore, we have not contacted any luggage company or developer, we have not yet implemented our business model and to date we have generated no revenues.


Fuerte has no plans to change its business activities or partner with another business and is not aware of any circumstances or events that might cause this plan to change.




[6]



As of November 30, 2012, the endCompany occurred by virtue of the most recent fiscal year end, Pack Fuerte had raised $11,500 through the salefact that our largest shareholder sold 60,750,000 shares of itsour common stock to our sole officercurrent Chairman, Ong Tee Keat, an individual residing in Malaysia, which represented 60.22% of our total issued and director. There is $4,800outstanding shares of cash on hand in the corporate trust account.common stock at that time. The Company currently has liabilities of $1,004,60,750,000 shares sold represented by expenses accrued during its start-up related to incorporation costs. In addition, the Company anticipates incurring costs associated with this offering totaling approximately $8,769, represented by SEC filing fee ($19), legal ($2,000), accounting ($3,500), EDGAR expenses ($750), transfer agent and printing costs ($1,000), bookkeeping (1,500).


Fuerte believes that the sale of at least 25% of the offered shares herein could allow us to implement our Plan of Operations and pay for our reporting status with the SEC. We expect to try to implement our Plan of Operations even if we sell less than 25%all of the shares offered herein,of our common stock owned by such prior shareholder.

On October 31, 2016, we filed a Certificate of Amendment with some compromises, but more funds would likely be necessary (see planthe Nevada Secretary of operationsState (the “Nevada SOS”) whereby we amended our Articles of Incorporation by (a) increasing our authorized number of shares of common stock from 200 million to 5 billion; and (b) increasing all of our issued and outstanding shares of common stock at a ratio of seven (7) shares for more details).every one (1) share held. Our Board of Directors approved this amendment on October 26, 2016.


On November 3, 2016, we filed Articles of Merger with the Nevada SOS whereby we entered into a statutory merger with our wholly-owned subsidiary, NAMI Corp. pursuant to Nevada Revised Statutes 92A.200 et. seq. The table below showseffect of such merger is that NAMI Corp. was the surviving entity and we changed our usename to “NAMI Corp.”

Acquisition of proceeds inSBS

On July 12, 2018, we completed a reverse acquisition transaction through a share exchange with GMCI Corp (“GMCI”), the under 25%, 25%, 50%, 75% andsole SBS shareholder, whereby we acquired 100% sales scenarios (please see Use of Proceeds on page 18 and Plan of operations on page 41 for more detailed information):


GROSS PROCEEDS FROM THIS OFFERING

Percentage of shares sold

Under 25%

25%

50%

75%

100%

Dollar amount

Unknown

$

34,000

$

68,000

$

102,000

$

136,000







NET PROCEEDS FROM THIS OFFERING

Dollar amount

Unknown

$

7,634.00

$

41,634.00

$

75,634.00

$

109,634.00







USE OF NET PROCEEDS

Development phase

70%

$

5,343.80

$

29,143.80

$

52,943.80

$

76,743.80

Testing phase

10%

$

763.40

$

4,163.40

$

7,563.40

$

10,963.40

Selling phase

15%

$

1,145.10

$

6,245.10

$

11,345.10

$

16,445.10

Internet, Office supplies and Telephone costs

5%

$

381.70

$

2,081.70

$

3,781.70

$

5,481.70


We anticipate allocating part of the proceeds to keep our status current with the SEC. Our Company will use the funds available to payoutstanding common shares of SBS from GMCI in exchange for the expenses relatedissuance of a total of 720,802,346 shares of our common stock to this offeringGMCI, representing 102.08% of our pre-merger issued and outstanding shares of common stock. As a result of the reverse acquisition, SBS became our wholly-owned subsidiary and the expenses to maintainformer SBS Shareholder, GMCI, became our reporting status for 12 months aftercontrolling stockholder. The share exchange transaction was treated as a recapitalization, with SBS as the effective date.


Our plan of operations is based on the net proceeds from this offer (full disclosure on page 41).

Net Proceeds = (Gross Proceeds*) (expenses related to this offering**) (expenses to maintain our report status for 12 months after effective date***)

*dependant on the sales of shares offered herein

**estimated at a fixed cost of $8,769

***estimated at a fixed cost of $17,600




[7]



Our officeracquirer and director has committed to the advancement of funds (up to $15,000) for the next twelve months to cover expenses to maintain the reporting status current with the SEC. Mr. Sriphanorm is willing to lend the full amount of these funds to the Company as the expenses are incurred, if necessary or if no other proceeds are availableacquired party for accounting purposes. Unless the context suggests otherwise, when we refer in this report to business and financial information for periods prior to the Company, regardlessconsummation of the amount raisedreverse acquisition, we are referring to the business and financial information of SBS. SBS, founded on August 14, 2008, is a Malaysian corporation primarily engaged in bauxite financing, shipping, and trading activities for certain other mineral ores and mining and exploration of properties located in Malaysia.

Immediately prior to the Share Exchange, GMCI owned all of the issued and outstanding common stock of SBS. As a result of our acquisition of SBS, we now own all of the issued and outstanding common stock of SBS. Subsequent to the closing of the Share Exchange Agreement, we conduct our operations through this offering. However, thereour controlled consolidated subsidiary SBS. SBS is no contractprimarily engaged in place or written agreement with Mr. Sriphanormmining and exploration of properties located in Malaysia.

On July 19, 2018, the funds expressed inCompany was notified that the above verbal commitment, wouldBoard of GMCI deemed it to be in the formbest interests of GMCI and its stockholders for GMCI to approve and declare a non-secured loan and would have no interest and no fixed repayment date.


If we are unabledividend of restrictive shares of Nami to raise enough funds through this offering, the Company would have to seek additionalstockholders of GMCI, on a pro rata basis, determined in accordance with the number of shares of capital through debt or equity.


We plan on licensing our conceptstock of Pack Fuerte products to luggage manufacturing companies based in the USA, after we have developed our prototype(s).


After we can successfully implement our PlanGMCI held by such stockholders, thereby transferring ownership of Operations and start generating enough funds, we intend to hire an American president to run our day-to-day operations in the USA, but Mr. Sriphanorm will remain as the companys CEO.

The Companys sole officer and director, Mr. Sriphanorm , owns 100% of the outstanding restricted shares of Nami owned directly by GMCI to the stockholders of GMCI (collectively, the “Nami Stock Dividend”). The Nami Stock Dividend was completed on August 21, 2018.

5
Table of Contents

JOBS Act

Recently the United States Congress passed the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which provides for certain exemptions from various reporting requirements applicable to public companies that are reporting companies and will own 62.8% after this offering is completed, if all the offered shares are sold.

Beingalso “emerging growth companies.” We are an Emerging Growth Company

Pack Fuerte is a shell company“emerging growth company” as defined in Rule 405, because it is a company with nominal operations and it has assets consisting solely of cash and cash equivalents. We have no plans or intention to be acquired or to merge with an operating company. Additionally, there are no plans to enter into a change of control or similar transaction or change the managementSection 3(a) of the company.

The Company isExchange Act (as amended by the JOBS Act, enacted on April 5, 2012), and we will continue to qualify as an emerging“emerging growth company, but the company has irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to section 107(B) of the Jump Start Business Act of 2012.

An issuer remains an emerging growth companycompany” until the earliest to occur of:

·

The (a) the last day of the fiscal year during which it hadwe have total annual gross revenues of $1 billion$1,000,000,000 (as such amount is indexed for inflation every five years by the SEC) or more;

·

The(b) the last day of theour fiscal year following the fifth anniversary of its initial public offering date;  

·

Thethe date of the first sale of our common equity securities pursuant to an effective registration statement under the Securities Act; (c) the date on which it has,we have, during the previous three-year period, issued more than $1 billion$1,000,000,000 in non-convertible debt; or

·

The(d) the date on which it iswe are deemed to be a large“large accelerated filer,, as defined in section 240.12b2 of title 17, Code of Federal Regulations, or any successor thereto.


An emerging growth company could be capable of taking advantage of several exceptions, such as:


Say-On-Pay. Section 14A(e) of the Exchange Act has been amendedRule 12b–2. Therefore, we expect to exempt emerging growth companies from the say-on-pay, say-on-pay frequency and say-on-golden parachute requirements



[8]



that were enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act. After cessation of emerging growth company status, if an issuer was an emerging growth company for less than two years after its initial public offering date, it must hold a say-on-pay vote no later than the end of the three-year period beginning on the date it is no longer an emerging growth company. Any other company that has ceasedcontinue to be an emerging growth company must holdfor the foreseeable future.

Generally, a say-on-pay vote no later than the endregistrant that registers any class of the one-year period beginning on the date it is no longer an emerging growth company. In addition, following cessation of emerging growth company status, a company will become subject to the say-on-pay-frequency and say-on-golden parachute provisions of Rule 14a-21 promulgatedits securities under the Exchange Act.


Pay-versus-Performance. Section 14(i)12 of the Exchange Act has been amended to exempt emerging growth companies from the pay versus-performance requirements that were enacted as part of the Dodd-Frank Act. The SEC has not yet finalized the regulations implementing the pay-versus-performance requirements of the Dodd-Frank Act.


CEO Pay Ratio Disclosure. Section 953(b)(1) of the Dodd-Frank Act has been amended to exempt emerging growth companies from the requirement to compare CEO compensation to the median of the annual total compensation of all employees of the issuer other than the CEO. The SEC has not yet finalized the regulations implementing the pay ratio disclosure requirements of the Dodd-Frank Act.


Compensation Disclosures. Emerging growth companies may comply with the less burdensome executive compensation disclosure requirements applicable to any issuer with a market value of less than $75 million of outstanding voting and nonvoting common equity held by non-affiliates. Currently these provisions are set forth in Item 402(l) through (r) of Regulation S-K as applicable to smaller reporting companies.  


Financial Statement Requirements. Section 7 of the Securities Act has been revised to require that two years, rather than three years, of audited financial statements be included in any registration statement filed with the SEC by an emerging growth company. Similarly, an emerging growth company need only present its Managements Discussion and Analysis of Financial Condition and Results of Operations for each period for which financial statements are presented rather than the periods required by Item 303 of Regulation S-K. Furthermore, an emerging growth company need not present selected financial data for any period prior to the earliest audited period presented in connection with its initial public offering. In addition, an emerging growth company need not comply with any new or revised financial accounting standard until such date that a company that is not an issuer, as defined in Section 2 of the Sarbanes Oxley Act of 2002 (generally, a nonpublic company), is required to comply with such new or revised accounting standard. Similar changes were also made to Section 13(a) ofinclude in the second and all subsequent annual reports filed by it under the Exchange Act.


Internal Control over Financial Reporting. Section 404(b) of Sarbanes-Oxley has been amended to exempt emerging growth companies from the requirement to obtain an attestationAct a management report on internal control over financial reporting fromand, subject to an exemption available to registrants that meet the issuers registered public accounting firm. Currently, this requirement is only applicable to accelerated filers and large accelerated filers as defineddefinition of a “smaller reporting company” in Exchange Act Rule 12b-2, promulgated under the Exchange Act.


PCAOB Rules. The Public Company Accounting Oversight Board must exclude emerging growth companies from any rules it might adopt addressing mandatory audit firm rotation or requiring a supplementan auditor attestation report on management’s assessment of internal control over financial reporting. However, for so long as we continue to the auditors report in which the auditor would provide additional information about the audit and the financial statements of the issuer (a so-called auditor discussion and analysis). No PCAOB



[9]



rules adopted after the date of enactment of the JOBS Act will apply toqualify as an emerging growth company, unlesswe will be exempt from the SEC determines thatrequirement to include an auditor attestation report in our annual reports filed under the application of such rules is necessary or appropriate in the public interest, after considering the protection of investors and whether the action will promote efficiency, competition and capital formation.


We could also be entitled to exemptions under Section 14(a) and (b) of the Securities Exchange Act, of 1934,even if we do not qualify as described below:

a.

Solicitation of proxiesa “smaller reporting company”. In addition, as an emerging growth company, we are able to avail ourselves to the reduced disclosure obligations regarding executive compensation in violation of rulesour periodic reports and regulationsIt shall be unlawful for any person, by the use of the mails or by any means or instrumentality of interstate commerce orproxy statements and to not present to our stockholders a nonbinding advisory vote on executive compensation, obtain approval of any facility of a national securities exchangegolden parachute payments not previously approved or otherwise, in contravention of such rulespresent the relationship between executive compensation actually paid and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors, to solicit or to permit the use of his name to solicit any proxy or consent or authorization in respect of any security (other than an exempted security) registered pursuant to section 12.

b.

Giving or refraining from giving proxy in respect of any security carried for account of customer

1.

It shall be unlawful for any member of a national securities exchange, or any broker or dealer registered under this title, or any bank, association, or other entity that exercises fiduciary powers, in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors, to give, or to refrain from giving a proxy, consent, authorization, or information statement in respect of any security registered pursuant to section 12, or any security issued by an investment company registered under the Investment Company Act of 1940, and carried for the account of a customer.

2.

With respect to banks, the rules and regulations prescribed by the Commission under paragraph (1) shall not require the disclosure of the names of beneficial owners of securities in an account held by the bank on December 28, 1985, unless the beneficial owner consents to the disclosure. The provisions of this paragraph shall not apply in the case of a bank which the Commission finds has not made a good faith effort to obtain such consent from such beneficial owners.

The exemptions listed above could be available to the Company, but weour financial performance. We have irrevocably opted out of the extended transition period for complyingelected to comply with new or revised accounting standards pursuant to section 107(B) of the Jump Start Business Act of 2012.even though we are an emerging growth company.

The Company intends to offer its stock for sale in all jurisdictions that its prospectus is valid in and is not limited to any region or country.

6
Table of Contents

The Offering


This prospectus covers shares being offered for resale by the offeringselling stockholders, which shares were issued by us in private placements that we effected from April to September 2017 and in distribution of 6,800,000stock dividend that we effected in August 2018. The holders of shares of Pack Fuerte Common Stock.  The offering price is $0.02 per share. Officers, Directors or significant investors own none of the shares being offered. Our sole Officer and Director owns 11,500,000 shares of Common Stock.





[10]



           There is no minimum number of shares that must be sold but the Company will use its best efforts to sell the securities offered. The Company will retain the proceeds from the sale of any of the offered shares.


This is our initial public offering and no public market currently exists for shares of Fuerte common stock.  We can offer no assurance that an active trading market will ever develop for our common stock. The Companys sole officer and director will sellstock described in this paragraph are the common stock upon effectiveness ofselling stockholders under this registration statement.prospectus.


ABOUT THIS OFFERING

Securities being offeredBeing Offered

6,800,000Up to 322,388,472 shares of common stock $ .001 par valueof Nami Corp. to be sold by selling stockholders.

Common Stock Outstanding Prior to the Offering

1,426,927,346

Common Stock Outstanding After the Offering

1,426,927,346

Offering price per share

$ .020

Offering PeriodPrice Per Share

The shares are being offered under this prospectus by the selling stockholders may be sold at a fixed price of $0.30 per share for a period not to exceed 90 days from the effective dateduration of the prospectus. Pack Fuerte may at its discretion extend the offering for an additional 90 days.offering.

Minimum numberTerms of shares to be sold in this offering

None.

Market for the common shares

There is no public market for the common shares. The price per share is $ .020.


Upon the effectiveness of this registration statement we intend to arrange for a broker dealer to apply on our behalf for quotation on the Over the Counter Bulletin Board (OTCBB). There are no assurances that we can get a broker dealer to apply on our behalf or that our common stock will be approved for quotation on the OTCBB or that, if approved, any meaningful market for our common stock will ever develop.

Use of proceeds

Expenses Related to this offering ($8,769); Expenses to maintain our report status for 12 months after effective date ($17,600); Development phase ($76,743.80); Testing phase ($10,962.40); Selling phase ($16,443.10); Internet, Office supplies and Telephone costs ($5,481.70)

Number of Shares Outstanding Before the Offering

11,500,000The selling stockholders will determine the terms relative to the sale of the shares of our common stock offered hereby.

NumberTermination of Shares Outstanding After the Offering

IfThe offering will conclude when all offered share areof the 322,388,472 shares of common stock have been sold or at a time when our company, in its sole discretion, decides to terminate the registration of the shares.

Risk Factors

18,300,000An investment in our common stock is highly speculative and involves a high degree of risk. See “Risk Factors” beginning on page 8.


You should rely only upon the information contained in this prospectus. Pack Fuerte has not authorized anyone to provide you with information different from that which is contained in this prospectus. The Company is offering to sell shares of common stock and seeking offers only in jurisdictions where offers and sales are permitted.
7
Table of Contents


[11]



RISK FACTORS

Please consider the following risk factors and other information in this prospectus relating to our business and prospects before deciding to invest in our common stock.

This offering and anyAn investment in our common stock involves a high degree of risk. You should carefully consider the risks described below, andtogether with all of the other information containedincluded in this prospectusreport, before deciding whether to purchase our common stock.making an investment decision. If any of the following risks actually occur,occurs, our business, financial condition andor results of operations could be harmed. Thesuffer. In that case, the trading price of our common stock could decline, due to any of these risks, and you may lose all or part of your investment. You should read the section entitled “Special Notes Regarding Forward-Looking Statements” immediately following these risk factors for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this report.

The Company made its best effort

Risks Related to our Business

We have never generated any significant revenues, have a history of losses and applied its best knowledgecannot assure you that we will ever become or remain profitable.

We have not yet generated any significant revenue from operations, and, accordingly, we have incurred net losses every year since our inception. At June 30, 2018 and 2017, SBS reported a net loss of $459,704 and $525,393, respectively. In addition, as of June 30, 2018, SBS had a working capital deficit of approximately $2.15 million with cash on hand less than $20,000. SBS’s auditor’s report for the year ended June 30, 2018 includes an explanatory paragraph to identify all material riskstheir audit opinion stating that SBS’s recurring losses from operations and working capital deficiency raise substantial doubt about our ability to an investor regarding this offering. Pack Fuerte should be viewedcontinue as a high-risk investmentgoing concern. SBS has funded the majority of its activities through related party loans and speculativefinancing. Although SBS plans to enter into sea sand mining business, SBS continues to anticipate net losses and negative cash flow for the foreseeable future. There can be no assurance that SBS’s revenues will be sufficient for us to become profitable or thereafter maintain profitability. We may also face unforeseen problems, difficulties, expenses or delays in nature. An investmentimplementing our business plan.

Our cash requirements are significant. The failure to raise additional capital will have a significant adverse effect on our financial condition and our operations.

If we decide to execute SBS’s business plan of sea sand mining, our cash requirements and expenses will be significant. We require significant cash outlay but have no committed funding if JHW is issued the sea sand mining permits with our current financial position as of June 30, 2018. SBS is also obligated to pay JHW a refundable payment in amount of RM 500,000 which shall accrue and become payable upon the issuance of Final Approval by the Government of Malaysia for us to start mining and extraction of the approved sea sand area.

We do not currently have sufficient financial resources to fund our common stockoperations or those of our subsidiaries. Therefore, we need additional financing to continue these operations.

We believe that our existing capital resources are not adequate to enable it to execute its business plan and as of the date of these financial statements and has no firm commitment for either additional debt or equity financing available to it in order to meet our current commitments. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. We estimate that we will require additional cash resources during fiscal 2018 and beyond based on our current operating plan and condition. We expect cash flows from operating activities to improve, primarily as a result of an increase in revenue and a decrease in certain operating expenses, although there can be no assurance thereof. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business and expansion plans.

Failure to timely pay SBS Preference Share Dividends could result in a loss of control of our only operating subsidiary

SBS is currently attempting to raise RM 50,000,000 (approximately USD$12.4 million) through a private offering of up to 18% Redeemable Cumulative Preference Shares at the offering price of RM 1.0 per share (the “Preference Shares”). To date of this filing, the Company has sold 280,000 12% preference shares. These preference shares contain a provision which requires SBS to pay the preferred dividend on a quarterly basis (the “Preferred Dividend”). In the event that SBS fails to timely pay the Preferred Dividend, the holders of the preference shares are granted the ability to vote on a share equivalent basis as the Company on all general corporate matters so long as the preference Dividend remains unpaid. Should the Company sell more than 600,000 preference shares and become late in payment in of the Preferred Dividend, the preference shareholders would, in effect, be able to take control of SBS and effect any changes they so desire. This loss of control of SBS could result in a material adverse effect to NAMI Corp. shareholders because SBS is the only current operating subsidiary of the Company and contains as of the date of this Registration Statement, nearly all of the assets of the Company.

8
Table of Contents

Our success depends on our management team and other key personnel, the loss of any of whom could disrupt our business operations and have a material adverse effect on our financial condition, operating results and growth prospects.

Our success to date has been largely due to the contributions of the expertise and advisories of our board of directors and key management team. The continued success of our business is very much dependent on the experience of the members of our management team and the goodwill that they have developed in the industry to date. As a result, our continued success is dependent, to a large extent, on our ability to retain the services of our management team and key personnel. The loss of the services of any of our management team or key personnel due to resignation, retirement, illness or otherwise without suitable replacement or the inability to attract and retain qualified personnel would have a material adverse effect on our operations and may reduce our profitability and the return on your investment. We do not currently maintain key person insurance covering our key personnel. We are currently working on the key person insurance and also the business continuity plan.

Our core business in mining is dependent on obtaining all required permits and licenses to place any properties into production.

SBS’s current and future operations, including development activities and commencement of production, require permits from governmental authorities and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety, and other matters. Companies engaged in mineral property exploration and the development or operation of mines and related facilities generally experience increased costs, as well as delays in production and other schedules as a result of the need to comply with applicable laws, regulations, and permits. We cannot predict if all permits that we may require for exploration, development, or construction of mining facilities and conduct of mining operations will be obtainable on reasonable terms, if at all. Costs related to applying for and obtaining permits and licenses may be prohibitive and could delay our planned exploration and development activities. Failure to comply with applicable laws, regulations, and permitting requirements may result in a completeenforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions.

Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the invested amount. Please consider the following risk factors before decidingmining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to investcurrent laws, regulations, and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on our operations and cause increases in our common stock.capital expenditures or production costs or reduction in levels of production at producing properties or require abandonment or delays in development of new mining properties.


RISKS ASSOCIATED WITH OUR FINANCIAL CONDITIONOur current revenue stream from bauxite trading is currently being generated by one customer.


There is substantial uncertainty about the ability of Pack Fuerte to continue its operations as a going concern


In their audit report dated February 27, 2013;the event that such customer reduces its amount of bauxite trading, our auditors have expressed an opinionrevenue stream will be materially impaired unless we are able to expand our customer base. Although we expect for the foreseeable future to diversify our revenue stream and customer base into sea sand industry, we cannot assure you that substantial doubt exists aswe will be able to whether we can continue as an ongoing business. Becauseincrease our customer base or retain our sole officercustomer.

Unilateral rescission of agreement by our partners could have an adverse effect on our business, financial condition and growth prospects.

Notwithstanding that we now retain a good partnership with our partners, there is the possibility that our partners will not obtain business licenses or deliver products on schedule or will terminate the agreement unilaterally, which will cause adverse effect on our business.

Government Regulation

The mining industry is subject to extensive regulation by Malaysian government agencies and local authorities. These regulations are laws dictating such matters as licensing requirements, trade and pricing practices, permitted distribution channels, advertising and relations with wholesalers and retailers. In addition, new regulations or requirements or increases in excise taxes, income taxes, property and sales taxes and international tariffs, could materially adversely affect the financial results of the Company. The Company can provide no assurance that there will not be future legal or regulatory challenges to the industry, which could have a material adverse effect on the Company’s business, financial condition and results of operations.

9
Table of Contents

Mining operations are subject to extensive and costly environmental laws and regulations, and such current and future laws and regulations could materially increase our operating costs or limit our ability to produce and sell our mining products and services.

The mining industry is subject to numerous and extensive Malaysian federal, state and local environmental laws and regulations, including laws and regulations pertaining to permitting and licensing requirements, air quality standards, plant and wildlife protection, reclamation and restoration of mining properties, the discharge of materials into the environment, the storage, treatment and disposal of wastes, protection of wetlands, surface subsidence from underground mining, and the effects that mining has on groundwater quality and availability. The costs, liabilities and requirements associated with these laws and regulations are significant, time-consuming and may be unabledelay commencement or continuation of our operations.

We do not carry business interruption insurance so we could incur unrecoverable losses if our business is interrupted

We are subject to loanrisk inherent to our business, including equipment failure, theft, natural disasters, industrial accidents, labor disturbances, business interruptions, property damage, product liability, personal injury and death. We do not carry any business interruption insurance or advance any additional capitalthird-party liability insurance or other insurance to Pack Fuerte,cover risks associated with our business. As a result, if we believe that ifsuffer losses, damages or liabilities, including those caused by natural disasters or other events beyond our control and we are unable to raise enough funds through this offering andmake a claim against a third party, we do not raise additional capital within 12 months of the effective date of this registration statement, we maywill be required to suspend or cease the implementation ofbear all such losses from our business plans. Due to the fact that there is no minimum and no refunds on sold shares, you may be investing inown funds, which could have a company that will not have the funds necessary to develop its business strategies. As such we may have to cease operations and you could lose your entire investment.


Because the Company has been issued an opinion by its auditors that substantial doubt exists as to whether it can continue as a going concern it may be more difficult to attract investors.


If we are unable to successfully manage growth, our operations could be adversely affected.

Our progress is expected to require the full utilization of our management, financial and other resources, which to date has occurred with limited working capital. Our ability to manage growth effectively will dependmaterial adverse effect on our ability to improve and expand operations, including ourbusiness, financial condition and to recruit, trainresults of operations.

The lack of expertise in U.S. GAAP among the staff of our finance department could result in errors in our filings.

The books and manage sales personnel. There can be no absolute assurancerecords of SBS, our operating entity, are maintained in accordance with bookkeeping practices that management will be able to manage growth effectively.



[12]



          We may require additional financingare customary in Malaysia. The staff of our finance department, which prepares those financial statements, has extensive experience with Malaysia GAAP, but very limited experience with U.S. GAAP. Therefore, in order to implementfile with the SEC our consolidated financial statements prepared in accordance with U.S. GAAP, we have engaged an independent consultant who makes the adjustments to the financial statements of SBS necessary to achieve compliance with U.S. GAAP, then performs the consolidation required to produce the consolidated financial statements of SBS. Because that consultant, who is not present in our executive offices, is the only participant in the preparation of our financial statements possessing a familiarity with U.S. GAAP, there is a risk that the persons responsible for the initial classifications of the elements of our financial results will err in making those classifications, which will cause our reported financial statements to be erroneous. Any such errors, besides being misleading to investors, could result in subsequent restatements, which could have an adverse effect on the perception of the Company among investors.

Our management has limited experience in managing and operating a public company. Any failure to comply with federal securities laws, rules or regulations could subject us to fines or regulatory actions, which may materially adversely affect our business, plan. Inresults of operations and financial condition.

Our management has no experience managing and operating a public company and will rely in many instances on the event we are unable to acquire additional financing,professional experience and advice of third parties including our attorneys and accountants. Few members of our middle and top management staff were educated and trained in the Western system. As a result, we may not be ableexperience difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet U.S. standards. Therefore, we rely on the expertise on the professional independent accountants, financial and corporate advisors engaged by us based in U.S, in implementing and maintaining adequate internal controls as required under Section 404 of the Sarbanes-Oxley Act of 2002, as amended. This reduces significant deficiencies or material weaknesses in our internal controls, which could impact the reliability of our financial statements and prevent us from complying with the U.S. Securities and Exchange Commission (“SEC”) rules and regulations and the requirements of the Sarbanes-Oxley Act of 2002, as amended. Failure to implementcomply with any laws, rules, or regulations applicable to our business plan resultingmay result in a loss of revenues and ultimately the loss of any shareholders investment.

          Following this offering wefines or regulatory actions, which may need to raise additional funds to expand our operations. We may raise additional funds through private placements, registered offerings, debt financing or other sources to maintain and expand our operations. Adequate funds for this purpose on terms favorable to us may not be available, and if available, on terms significantly unmanageable. Without new funding, we may be only partially successful or completely unsuccessful in implementingmaterially adversely affect our business, plan,results of operation, or financial condition and our stockholders will lose part or allcould result in delays in developing of their investment.

RISKS RELATED TO THIS OFFERING

Because there is no public trading market for our common stock, you may not be able to resell your stock

There is currently no publican active and liquid trading market for our common stock. Therefore there is no centralTo the extent that the market place perceives that we do not have a strong financial staff and financial controls, the market for, and price of, our stock may be impaired.

Risks Related to Doing Business in Malaysia

We face the risk that changes in the policies of the Malaysian government could have a significant impact upon the business we may be able to conduct in Malaysia and the profitability of such as stockbusiness.

Policies of the Malaysian government can have significant effects on the economic conditions of Malaysia. A change in policies by the Malaysian government could adversely affect our interests by, among other factors: changes in laws, regulations or the interpretation thereof, confiscatory taxation, restrictions on currency conversion, imports or sources of supplies, or the expropriation or nationalization of private enterprises. We cannot assure you that the government will continue to pursue current policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption, or other circumstances affecting Malaysia's political, economic and social environment.

10
Table of Contents

Fluctuations in exchange or electronic trading system, to resell your shares. If you do want to resell your shares, you will have to locate a buyerrates could adversely affect our business and negotiate your own sale.the value of our securities.

The offering pricevalue of the RM against the U.S. dollar and other termscurrencies may fluctuate and conditionsis affected by, among other things, changes in Malaysia's political and economic conditions. The value of our common stock will be indirectly affected by the foreign exchange rate between U.S. dollars and RM and between those currencies and other currencies in which our sales may be denominated. Appreciation or depreciation in the value of the RM relative to the companys sharesU.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business or results of operations. As we rely entirely on revenues earned in Malaysia, any significant revaluation of RM may materially and adversely affect our cash flows, revenues and financial condition. For example, to the extent that we need to convert U.S. dollars we receive from an offering of our securities into RM for our operations, appreciation of the RM against the U.S. dollar could cause the RM equivalent of U.S. dollars to be reduced and therefore could have been arbitrarily determined bya material adverse effect on our business, financial condition and results of operations. Conversely, if we decide to convert our RM into U.S. dollars for the purpose of making dividend payments on our common stock or for other business purposes and the U.S. dollar appreciates against the RM, the U.S. dollar equivalent of the RM we convert would be reduced. In addition, the depreciation of significant U.S. dollar denominated assets could result in a change to our operations and a reduction in the value of these assets.

Because our principal assets are located outside of the United States and all of our directors and all our officers reside outside of the United States, it may be difficult for you to enforce your rights based on U.S. Federal Securities Laws against us and do not bear any relationshipour officers and directors or to assets, earnings, book valueenforce a judgment of a United States court against us or any other objective criteriaour officers and directors in the PRC.

All of value. Additionally, as the company was formed recentlyour directors and has only a limited operating history and no earnings, the priceofficers reside outside of the offered shares is notUnited States. In addition, substantially all of our assets are located outside of the United States. It may therefore be difficult for investors in the United States to enforce their legal rights based on its past earningsthe civil liability provisions of the U.S. federal securities laws against us in the courts of either the U.S. or Malaysia and, no investment banker, appraisereven if civil judgments are obtained in U.S. courts, to enforce such judgments in Malaysian courts.

Failure to comply with the U.S. Foreign Corrupt Practices Act and Malaysia anti-corruption laws could subject us to penalties and other adverse consequences.

We are required to comply the Malaysia’s anti-corruption laws and the United States Foreign Corrupt Practices Act, which generally prohibits U.S. companies from engaging in bribery or other independent third party has been consulted concerning the offering priceprohibited payments to foreign officials for the sharespurpose of obtaining or the fairness of the offering price used for the shares.


Even if a market develops for our shares our shares may be thinly traded, with wide share price fluctuations, low share prices and minimal liquidity.


If a market for our shares develops, the share price may be volatile with wide fluctuations in response to several factors, including:


Potential investors anticipated feeling regarding our results of operations;

Increased competition

Our ability or inability to generate future revenues; and


retaining business. In addition, ifwe are required to maintain records that accurately and fairly represent our sharestransactions and have an adequate system of internal accounting controls. Foreign companies, including some of our competitors, are quoted on the OTCBB,not subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in Malaysia. If our share pricecompetitors engage in these practices, they may be impacted by factorsreceive preferential treatment from personnel of some companies, giving our competitors an advantage in securing business or from government officials who might give them priority in obtaining new licenses, which would put us at a disadvantage. Although we inform our personnel that such practices are unrelatedillegal, we cannot assure you that our employees or disproportionate to our operating performance. Our share priceother agents will not engage in such conduct for which we might be affected by general economic, politicalheld responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and market conditions, such as recessions, interest rates or international currency fluctuations. In addition, even if our stock is approved for quotation by a market maker through the OTCBB, stocks traded over this quotation system are usually thinly traded, highly volatile and not followed by analysts. These factors, which are not under our control,other consequences that may have a material adverse effect on our share price.business, financial condition and results of operations. In addition, our brand and reputation, our sales activities or the price of our ordinary shares could be adversely affected if we become the target of any negative publicity as a result of actions taken by our employees or other agents.

 


We do not have liability business interruption, litigation or natural disaster insurance.


[13]We do not have any business liability, disruption insurance or any other forms of insurance coverage for our operations in Malaysia because our business is still in planning and early stage. Any potential liability, business interruption, litigation or natural disaster may result in our business incurring substantial costs and the diversion of resources.



In the event that the companys shares are traded, they may trade under $5.00 per share and thus will be a penny stock. Trading in penny stocks has many restrictions and these restrictions could severely affect the price and liquidityBecause we derive all of our revenue from outside of the companys sharesUnited States, we are subject to the risks of doing business internationally, including periodic foreign economic downturns and political instability, which may adversely affect our sales and cost of doing business in those regions of the world.


Factors relating to the operation of our business outside of the United States may have a material adverse effect on our business, financial condition and results of operations in the future, including:

·

fluctuations in exchange rates;

·

the imposition of governmental controls or changes in government regulations, including tax regulations;

·

export license requirements;

·

restrictions on the export of technology;

·

compliance with U.S. and international laws involving international operations, including the Foreign Corrupt Practices Act and export control laws;

·

restrictions on transfers of funds and assets between jurisdictions;

·

geo-political instability; and

·

trade restrictions, import/export duties and changes in tariffs.

11
Table of Contents

In the event thatfuture we may seek to expand our presence in certain foreign markets or enter emerging markets. Evaluating or entering into an emerging market may require considerable management time, as well as start-up expenses for market development before any significant sales and earnings are generated. Operations in new foreign markets may achieve low margins or may be unprofitable, and expansion in existing markets may be affected by local political, economic and market conditions. As we continue to operate our business globally, our success will depend, in part, on our ability to anticipate and effectively manage these and the other risks noted above. The impact of any one or more of these factors could materially adversely affect our business, financial condition and results of operations.

Risks Relating to our Common Stock

Our common stock is thinly traded and largely illiquid.

Our stock is currently quoted on the OTC Markets (OTC Pink). Being quoted on the OTC Pink market has made it more difficult to buy or sell our stock and from time to time has led to a significant decline in the frequency of trades and trading volume. Continued trading on the OTC Pink market will also likely adversely affect our ability to obtain financing in the future due to the decreased liquidity of our shares areand other restrictions that certain investors have for investing in OTC Pink market traded andsecurities. While we intend to eventually apply for a listing on the Nasdaq Stock Market (“Nasdaq”) or another stock exchange when our company is eligible, there can be no assurance when or if our common stock will be listed on Nasdaq or another stock exchange.

The market price of our stock tradesis subject to volatility.

Because our stock is thinly traded, its price can change dramatically over short periods, even in a single day. An investment in our stock is subject to such volatility and, consequently, is subject to significant risk. The market price of our common stock could fluctuate widely in response to many factors, including:

·

developments with respect to patents or proprietary rights;

·

announcements of technological innovations by us or our competitors;

·

announcements of new products or new contracts by us or our competitors;

·

actual or anticipated variations in our operating results due to the level of development expenses and other factors;

·

changes in financial estimates by securities analysts and whether any future earnings of ours meet or exceed such estimates;

·

conditions and trends in our industry;

·

new accounting standards;

·

general economic, political and market conditions and other factors; and

·

the occurrence of any of the risks described in this prospectus.

12

Table of Contents

You may have difficulty selling our shares because they are deemed “penny stocks”.

Because our common stock is not quoted on the Nasdaq National Market or Nasdaq Capital Market or listed on a national securities exchange, if the trading price of our common stock remains below $5.00 per share, which we expect for the foreseeable future, trading in our common stock wouldwill be knownsubject to the requirements of certain rules promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which require additional disclosure by broker-dealers in connection with any trades involving a stock defined as a penny stock, which is subject to various regulations involving disclosures to be given to you prior to the purchase of (generally, any penny stock. The U.S. Securities and Exchange Commission (the SEC) has adopted regulations which generally define a penny stock to be anynon-Nasdaq equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Depending on market fluctuations, our common stock could be considered to be a penny stockexceptions). ASuch rules require the delivery, before any penny stock is subject to rules thattransaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith and impose additionalvarious sales practice requirements on broker/dealersbroker-dealers who sell these securitiespenny stocks to persons other than established customers and accredited investors.investors (generally defined as an investor with a net worth in excess of $1,000,000 or annual income exceeding $200,000 individually or $300,000 together with a spouse). For these types of transactions, covered by these rules, the broker/dealerbroker-dealer must make a special suitability determination for the purchase of these securities. In addition, he must receivepurchaser and have received the purchaserspurchaser’s written consent to the transaction priorbefore the sale. The broker-dealer also must disclose the commissions payable to the purchase. Hebroker-dealer and current bid and offer quotations for the penny stock and, if the broker-dealer is the sole market-maker, the broker-dealer must also provide certain written disclosuresdisclose this fact and the broker-dealer’s presumed control over the market. Such information must be provided to the purchaser. Consequently,customer orally or in writing before or with the written confirmation of trade sent to the customer. Monthly statements must be sent disclosing recent price information for the penny stock rules may restrict held in the account and information on the limited market in penny stocks. The additional burdens imposed on broker-dealers by such requirements could discourage broker-dealers from effecting transactions in our common stock, which could severely limit the market liquidity of our common stock and the ability of broker/dealersholders of our common stock to sell their shares.

Because our shares are deemed “penny stocks,” FINRA rules make it difficult to remove restrictive legends.

Rules put in place by the Financial Industry Regulatory Authority (FINRA) require broker-dealers to perform due diligence before depositing unrestricted common shares of penny stocks, and as such, some broker-dealers, including large national firms, are refusing to deposit previously restricted common shares of penny stocks. As such, it may be more difficult for purchasers of shares in our private securities offerings to deposit the shares with broker-dealers and sell those shares on the open market.

We have no dividend policy at this juncture, stockholders will only benefit from owning common stock if it appreciates in value.

We have never declared or paid a cash dividend to stockholders. We intend to establish a dividend policy once the Company starts generating revenue and earnings.

13
Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that involve substantial risks and uncertainties. All statements, other than statements of historical fact, included in this prospectus regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects and plans and objectives of management are forward-looking statements. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

We have based these forward-looking statements on our current expectations and projections about future events. Although we believe that the expectations underlying our forward-looking statements are reasonable, these expectations may negatively affectprove to be incorrect, and all of these statements are subject to risks and uncertainties. Therefore, you should not place undue reliance on our forward-looking statements. We have included important risks and uncertainties in the abilitycautionary statements included in this prospectus, particularly the section titled “Risk Factors” incorporated by reference herein. We believe these risks and uncertainties could cause actual results or events to differ materially from the forward-looking statements that we make. Should one or more of holdersthese risks and uncertainties materialize, or should underlying assumptions, projections or expectations prove incorrect, actual results, performance or financial condition may vary materially and adversely from those anticipated, estimated or expected. Our forward-looking statements do not reflect the potential impact of future acquisitions, mergers, dispositions, joint ventures or investments that we may make. We do not assume any obligation to update any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required by law. In the light of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus may not occur, and actual results could differ materially from those anticipated or implied in the forward-looking statements.

USE OF PROCEEDS

With respect to shares of our common stock that may be offered and sold from time to time by the selling stockholders, we will receive no proceeds from the sale of shares of our common stock pursuant to resell them. These disclosures require youthis offering.

DIVIDEND POLICY

We cannot provide any assurance that we will declare or pay cash dividends on our common stock. Any future determination to acknowledgedeclare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors that you understandour board of directors may deem relevant. 

14
Table of Contents

CAPITALIZATION

The following table sets forth our pro forma capitalization as of June 30, 2018.

 

 

Pro Forma

June 30,
2018

 

Total liabilities

 

$2,558,858

 

 

 

 

 

 

Stockholders’ equity (deficit):

 

$(2,271,316)

 

 

 

 

 

Total capitalization

 

$287,542

 

DILUTION

The net tangible book value of our company on a pro forma basis as of June 30, 2018 was a deficit of $2,271,316or approximately ($0.00)per share of common stock. Net tangible book value per share is determined by dividing the risks associated with buying penny stocks and that you can absorbtangible book value of our company (total tangible assets less total liabilities) by the lossnumber of your entire investment. Penny stocks are low priced securities that do not have a very high trading volume. Consequently, the priceoutstanding shares of our common stock.

None of the proceeds from the sale of 322,388,472 shares of common stock is often volatileoffered by the selling stockholders will be paid to our company. Therefore, our net tangible book value will be unaffected by such sales.

15
Table of Contents

MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY

AND RELATED STOCKHOLDER MATTERS

Market Information

Our shares of common stock are not traded on a national exchange; rather, they are traded on the OTC Pink Market under the symbol “NINK”. On November 13, 2018 the closing bid price for one share of common stock was $2.15. The following table sets forth, for the periods indicated, the high and you maylow trade prices for our common stock as reported on the OTC PINK Market. During 2018 and 2017 our common stock did not be abletrade above $3.

On November 1, 2016, our common stock was verified for trading on OTCQB Marketplace under the trading symbol NINK. Prior to buy or sellthat time, there was no public market for our stock. The following table sets forth for the indicated periods the high and low intra-day sales price per share for our common stock when you want to.on the OTC Pink for the three quarters of 2018, for the four quarters of 2017, and for the two quarters of 2016.


 

 

High

 

 

Low

 

2018: First Quarter

 

$2.35

 

 

$2.20

 

2018: Second Quarter

 

$2.35

 

 

$1.80

 

2018: Third Quarter

 

$2.15

 

 

$1.80

 

 

 

 

 

 

 

 

 

 

2017: First Quarter

 

$1.50

 

 

$0.60

 

2017: Second Quarter

 

$2,21

 

 

$1.10

 

2017: Third Quarter

 

$2.45

 

 

$1.65

 

2017: Fourth Quarter

 

$2.40

 

 

$1.55

 

 

 

 

 

 

 

 

 

 

2016: Third Quarter

 

$0.01

 

 

$0.01

 

2016: Fourth Quarter

 

$0.65

 

 

$0.01

 

BecauseHolders of our CompanyCommon Stock

As of November 13, 2018, 1,426,927,346 shares of our common stock were outstanding and held of record by approximately 278 stockholders of record.

Securities Authorized for Issuance Under Equity Compensation Plans

We have not adopted an Equity Compensation Plan.

16
Table of Contents

DESCRIPTION OF BUSINESS

OUR COMPANY

We conduct our operations through our controlled consolidated subsidiary SBS Mining Corp. Malaysia Sdn. Bhd. (hereinafter referred to as “SBS”). SBS, founded on August 14, 2008, is a shell company there are restrictions imposed uponMalaysian corporation primarily engaged in trading activities for certain mineral ores and mining and exploration of properties located in Malaysia.

OUR CORPORATE HISTORY AND BACKGROUND

The Company was incorporated in the transferabilityState of unregistered shares.


Pack Fuerte isNevada on September 5, 2012. November 30th has been established as the Company’s fiscal year end. On July 4, 2018, the Board of Directors of the Company approved changing the fiscal year-end of the Company from November 30 to June 30 as a shell company as definedresult of the SBS Acquisition. The Company was initially created to engage in Rule 405, because it isdeveloping a companybuilt in safe with nominal operationsa combination lock that can store personal and it has assets consisting solelyor valuable items, inside of cashbackpacks, carry-on luggage and cash equivalents. Accordingly, there will be illiquidity of any future trading marketsuitcases. Since its inception and until the acquisition of SBS, the Company was a development stage company is no longer consideredwithout significant assets or any revenue.

On October 31, 2016, a shell company, as well as restrictions imposed upon the transferability of unregistered shares outlinedchange in Rule 144(i).


Since our companys sole officer and director currently owns 100%control of the outstandingCompany occurred by virtue of the Company's largest shareholder sold 60,750,000 shares of the Company’s common stock investors may findto the Company’s current Chairman , Ong Tee Keat, an individual residing in Malaysia, which represented 60.22% of the Company’s total issued and outstanding shares of common stock at that his decisions are contrarytime. Such 60,750,000 shares sold represented all of the shares of the Company’s common stock owned by such prior shareholder.

On October 31, 2016, the Company filed a Certificate of Amendment with the Nevada Secretary of State (the “Nevada SOS”) whereby it amended its Articles of Incorporation by (a) increasing the Company’s authorized number of shares of common stock from 200 million to their interests.5 billion; and (b) increasing all of its issued and outstanding shares of common stock at a ratio of seven (7) shares for every one (1) share held. The Company’s Board of Directors approved this amendment on October 26, 2016.

On November 3, 2016, the Company filed Articles of Merger with the Nevada SOS whereby it entered into a statutory merger with its wholly-owned subsidiary, NAMI Corp. pursuant to Nevada Revised Statutes 92A.200 et. seq. The effect of such merger is that the Company was the surviving entity and changed its name to “NAMI Corp.”

Acquisition of SBS


The companysOn July 12, 2018, we completed a reverse acquisition transaction through a share exchange with GMCI, the sole officer and director, Mr. Sriphanorm , ownsSBS shareholder, whereby we acquired 100% of the outstanding shares of SBS from GMCI in exchange for issuance of a total of 720,802,346 shares of our common stock to GMCI, representing 102.08% of our pre-merger issued and will own 62.8% after this offering is completed, if alloutstanding shares offered herein are sold.of common stock. As a result he will keep control of the reverse acquisition, SBS became our wholly-owned subsidiary and the former SBS Shareholder, GMCI, became our controlling stockholder. The share exchange transaction was treated as a recapitalization, with SBS as the acquirer and the Company as the acquired party for accounting purposes. Unless the context suggests otherwise, when we refer in this report to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of SBS. 

Immediately prior to the Share Exchange, GMCI owned all of the issued and outstanding capital stock of SBS. As a result of our acquisition of SBS, we now own all of the issued and outstanding capital stock of SBS. Subsequent to the closing of the Share Exchange Agreement, we conduct our operations through our controlled consolidated subsidiary SBS. SBS is primarily engaged in mining and exploration of properties located in Malaysia.

On July 4, 2018, the Board of Directors of the Company approved changing the fiscal year-end of the Company from November 30 to June 30 as a result of the SBS Acquisition.

On July 19, 2018, the Company was notified that the Board of GMCI deemed it to be in the best interests of GMCI and its stockholders for GMCI to approve and declare a dividend of restrictive shares of Nami to the stockholders of GMCI, on a pro rata basis, determined in accordance with the number of shares of capital stock of GMCI held by such stockholders, thereby transferring ownership of 100% of the outstanding restrictive shares of Nami owned by GMCI to the stockholders of the GMCI (collectively, the “Nami Stock Dividend”). The Nami Stock Dividend was completed on August 21, 2018.

17
Table of Contents

OVERVIEW

SBS, founded in August 14, 2008, is a Malaysian corporation primarily engaged in bauxite financing and trading, as well as mining and exploration of properties located in Malaysia.

SBS is located at No 1, 1st Floor, Lorong Sekilau 1, Bukit Sekilau, 25200 Kuantan, Pahang Darul Makmur, Malaysia.

On March 26, 2015, GMCI entered into a Share Exchange Agreement (the “GMCI Agreement”) with all of the shareholders of SBS. Pursuant to the GMCI Agreement, GMCI acquired 600,000 shares of capital stock of SBS (the “Original SBS Shares”) from the SBS original shareholders (the “SBS Original Shareholders”) and in exchange issued 500,000,000 restricted shares of its common stock to the SBS Original Shareholders.

The 600,000 Original SBS Shares constituted all of the issued and outstanding shares of SBS and were held by a total of three (3) shareholders, including the GMCI's sole director and Chief Executive Officer, Mr. Lok Khing Ming. Mr. Lok Khing Ming owned ten percent (10%) of Original SBS Shares, or 60,000 shares. The remaining shares were owned by Mr. Liew Chin Loong (90,000 shares; 15%), who resides in Malaysia and LYF & Son Realty Sdn. Bhd., a Malaysian corporation (450,000 shares; 75%). Pursuant to the GMCI Agreement, Mr. Lok received 50 million shares of the GMCI's common stock; Mr. Liew received 75 million shares; and LYF & Son Realty Sdn. Bhd. received 375 million shares, respectively. As a result of the GMCI Agreement, SBS became a wholly owned subsidiary of GMCI and GMCI carried on the business of SBS as its primary business. The closing of the GMCI Agreement occurred on April 23, 2015.

In August 2018, SBS designated a new class of preferred equity, designated up to 18% redeemable cumulative preference shares, in its attempt to raise capital for business expansion and exploration of mining activities. SBS authorized the issuance of up to 50 million shares at the issue price of RM 1.0 per share. The new preferred equity carries a cumulative of up 18% preferred dividend, payable on a quarterly basis, based on the issue price of the preferred security. The Preferred Dividend will have priority to any payment of dividends on the common equity of SBS. The preferred shares automatically convert to NAMI Corp common shares at the rate of USD $1.50 on the value translated into USD of each redeemable cumulative preference share at the company redemption date which is the 2nd anniversary of the issuance date. In the event of the liquidation or winding up of SBS, the preferred shares are entitled to distributions prior to any amounts distributed to the common equity holders of SBS. The holders of the preferred shares, so long as the cumulative preferred dividend is timely paid each quarter, have no general voting rights, but have rights to vote on any matters that effect the provisions of the preference shares. In the event that SBS fails to make its quarterly dividend payment on a timely basis, the holders of the preferred equity receive the right to vote on any and all general corporate matters of SBS on a 1 for 1 basis with the number of preferred shares held. In August 2018, SBS commenced an equity raise of up to RM 50,000,000 (approximately $12.4 million USD) through the issuance of cumulative 12% redeemable preference shares and as of the date of this filing, we have raised RM 280,000 (approximately $70,000 USD).

Products and Suppliers

Bauxite Financing

Until 2016, SBS was focused on exploration activities in order to develop properties for producing metal ores, such as iron ore, bauxite and tin ore. SBS held licenses to two (2) properties located in Malaysia and on which it was prospecting for iron ore mining. The total mining area included as part of those two (2) licenses consisted of 100 (hectares (247 acres). At the time that the GMCI Agreement was concluded (approximately the second quarter of 2015), the market price for iron ore was between $45 and $65. SBS believed that there would be a downward trend for iron ore prices and eventually the market price fell below $45 in December 2015. Therefore, SBS commenced a plan to move into financing bauxite mining and trading in the surrounding area. In January 2016, SBS' two (2) licenses expired and as a result of the lack of economic viability in the marketing of iron ore, management determined not to renew these licenses upon expiration.

SBS provides financing for the acquisition, stockpiling storage, exporting and shipment of bauxite ore from Malaysia. Currently, SBS has provided funding to Sincere Pacific Mining (M) Sdn. Bhd. (“Sincere Pacific”) to purchase and sell and export bauxite through a verbal agreement. Sincere Pacific is considered as a related party as Mr. Liew Chin Loong, is also a fifty percent (50%) owner and a director of Sincere Pacific.

SBS and Sincere Pacific have verbally agreed to work in partnership to acquire and arrange transport for stockpiled bauxite shipments to Mainland China. Services required for the loading, processing and transport of bauxite from mine sites to the port will be provided by SBS and Sincere Pacific directly. Sincere Pacific has agreed to manage all labor, processing, transport and export of the ore until such time as the parties have concluded a total of seven (7) shipments.

Sincere Pacific holds a special permit from the government of Malaysia which allows it to hold up to 1.8 million metric tonnes (all tonnes referred to herein are metric) of bauxite stockpile for shipment at Felda Bukit Goh, Kuantan. This permit has no expiration date. Sincere Pacific and SBS intend to conclude approximately seven (7) shipments under this permit. As of June 30, 2018, the two parties have concluded five shipments and expect the remaining two shipments to be concluded in the 3rd or 4th quarter of 2018. On March 22, 2018, Sincere Pacific obtained an additional bauxite export license for a total tonnage of 124,160.67 metric tonnes. The permit expired on April 30, 2018. No shipment was delivered during this period. Sincere Pacific acquires or purchases bauxite from multiple sources in Malaysia for selling the ore to customers in China.

18
Table of Contents

Upon purchasing bauxite in Malaysia, Sincere Pacific processes the ore in its facilities, then stockpiles the ore pending shipment. Each shipment of bauxite consists of up to 55,000 metric tonnes. SBS does not take physical possession of the minerals at any time. It has been agreed between the parties that SBS shall receive a commission based on the gross amount of washed bauxite tonnage of up to 20,000 metric tonnes per shipment. Thereafter, if successful, the two parties will enter a formal agreement with respect to further shipments under newly negotiated terms. It is anticipated that the sales price obtained by Sincere Pacific for unwashed bauxite could gross a total of US$24.50 to US$26.00 per dry and delivered metric tonne, free on board stowed and trimmed, subject to certain penalties or bonus based on the percentage of certain mineral compounds present (primarily aluminum oxide and silicon dioxide). Sincere Pacific issues payment to SBS upon successful conclusion of shipments, at an agreed US$1.00 per delivered dry tonne, net any applicable fees such as storage, etc. The parties intend to formalize a written agreement for future mineral trading activities following successful conclusion of approximately seven (7) shipments whereby SBS will receive commissions on up to 140,000 gross tonnes.

However, the price at which Sincere Pacific sells a shipment of bauxite is subject to negotiation and current market prices. Therefore, this average net income of US$1.00 per tonne payable to SBS is subject to adjustment and possible volatility.

To date, Sincere Pacific has completed five (5) shipments of bauxite and SBS has provided Sincere Pacific with $614,226 (RM$2,504,769) of financing used towards a portion of these shipments. Of the total financing advanced by SBS, $186,744 (RM$800,000) has been repaid by Sincere Pacific as of the date of this filing. Through June 30, 2018, SBS has received revenue of $84,271 (RM$350,306) in commissions from Sincere Pacific from its bauxite trading operations.

Currently bauxite trading business between SBS and Sincere Pacific is the only source of income for SBS.

Sea Sand Mining

On August 30, 2017, SBS entered into a partnership agreement with JHW Holdings Sdn Bhd (“JHW”), a private limited company incorporated in Malaysia, to establish a venture for sea sand mining and dredging at the site of Peninsular Malaysia coast line. Pursuant to the agreement, JHW has submitted an application (the “Application”) to the government of Malaysia to extract and explore sea sand in an area of approximately 1,113km2 located at the coastline of State of Terengganu, Malaysia (the “Area”) on June 14, 2017 and the said Application was approved on August 29, 2017 subject to conditions for JHW to complete quantitative and qualitative studies of sand resources, hydrographic measurement, hydraulic study of computerized models, and environmental impact assessment (“EIA”) report within six months of the approval subject to renewal and extension. On September 8, 2017, JHW applied for revision of the Area to 383 km2 and revision approval had been obtained on November 7, 2017. JHW is responsible to carry out and submit to relevant authorities all necessary study reports including but not limited to EIA report, feasibility and hydraulic studies in respect of the Area upon approval (the “Final Approval”) of the Application. SBS is responsible to bear all costs and expenses to be incurred with respect to such applications. SBS has the exclusive rights to operate mining and extraction in the Area and is responsible for planning the operation, supervision, coordination, management and implementation of the mining operations of the Area. Data collection (field work) for EIA report processing has been completed and the report has been reviewed and approved by thirteen government departments and agencies including Fishery, Sociobiological, and Environmental departments. Currently, SBS is pending the final approval from the Ministry of Water, Land and Natural Resources and Environment which will grant us permission to start mining and extraction of sea sand in the Area. SBS has agreed to pay JHW a refundable payment in amount of RM 500,000 which shall accrue and become payable upon the issuance of Final Approval of the Area by the Government of Malaysia. SBS agrees that net income from the operation of the mining activities in the Area shall be divided 25% to JHW and 75% to SBS. The Agreement shall be terminated upon irrevocable rejection for Final Approval of the said Application of the said area. JHW expects to receive the Final Approval from government of Malaysia in the 4th quarter ended December 2018.

19
Table of Contents

The general location of the sea sand mining area is provided in the map below.

OUR INDUSTRY

Bauxite Trading

The shipments and demand for bauxite from Malaysia has increased, as illustrated by the fact that the People's Republic of China (“China”) imported 14 times more bauxite from Malaysia in November 2014 than in March 2014, after an export ban in Indonesia stopped supplies of the ore to China, which is the world's biggest consumer of industrial metals. As at the date of this report, the ban imposed on Indonesia has been lifted, which could lessen China's increased purchase of bauxite from Malaysia. (see http://www.themalaymailonline.com/money/article/indonesias-bauxite-ban-malaysias-boom#Y9AbyelSfUL4o1Uj.97)

20
Table of Contents

Bauxite mines are springing up in Malaysia and shipping an increasing amount to China, helping fill the gap left when Indonesia banned ore exports in January 2015.

According to an article published on March 2, 2017, on Fairplay.IHS.com, China is the world's largest aluminum producer, representing 54% of the global primary aluminum production. Bauxite is the raw material used for the production of aluminum. China will need around 130 million tonnes of bauxite each year to feed its aluminum industry. In 2016, China imported 51.8 million tonnes of bauxite. (see http://fairplay.ihs.com/commerce/article/4282936/bauxite-shipments-set-for-shake-up)

In 2014, Malaysia exported 3.2 million tonnes of bauxite globally, compared to 154,044 metric tonnes in 2013. In 2015, Malaysia exported 24.3 million tonnes, resulting in $1.1 billion of revenue to exporters. China accounts for 99% of Malaysia's export of bauxite. In 2016, the government of Malaysia halted all mining activities and ordered to clear about the country's huge stockpile inventory of bauxite, requiring all exports to be done pursuant to approved permits issued by the Malaysian government. This ban on the mining of bauxite remains in place as of the date of this filing. As a result, Malaysia exported 7.4 million metric tonnes of bauxite in 2016. (see http://www.alcircle.com/bauxite/newscircle/market/detail/26443/malaysia-exported-24-million-tons-of-bauxite-to-china-in-2015-up-650-yoy) The Department of Statistics of Malaysia has not published the official export amount of bauxite from Malaysia for the year 2017 and 2018.

Sea Sand Mining

The process of sea sand mining is extracting sand from the ocean bed with heavy machinery. Then sands are dredged and stored into bunkers or vessels which will be shipped to a buyer’s destination. In commercial businesses, sands are mainly used as construction materials (brick, concrete, and roads) and for land reclamation (also known as landfills). In addition, a full Environmental Impact Assessment (EIA) must be carried out to ensure the mining is done responsibly, keeping in balance with wildlife and ecosystem within its vicinity.

The demand for sea sand has soared globally mostly for industrial and land reclamation purposes. According to the United Nation Commodity Trade Statistics Database (UN COMTRADE), international trades value has increased six fold in the last 25 years. (source link: http://comtrade.un.org). The Department of Mineral & Geoscience Malaysia in 2015 reported that Singapore is Malaysia’s largest importers for sand & gravel (47%), followed by Thailand (29%) and Vietnam (14%). (source link: http://www.nre.gov.my)

COMPETITION

Currently, we do not have any direct competition with respect to the specific properties we hold licenses to. Sincere Pacific is one of the few holders of Approved Permits in Malaysia to export bauxite. It has little competition in terms of purchasing and exporting bauxite.

In terms of developing our business plan and conducting exploration and later deposit development, we expect to compete for qualified geological and environmental experts to assist us in our exploration of mining prospects, as well as any other consultants, employees and equipment that we may require in order to conduct our operations.

Currently, there is significant competition for financial capital to be deployed in mining and material extraction. Therefore, it is difficult for smaller companies such as us to attract investment for its exploration activities. We cannot give any assurances that we will be able to choosecompete for capital funds, and without adequate financial resources management cannot assure that the Company will be able to compete in exploration activities and ultimately in material deposit development, production and sales.

MARKETS, SALES AND DISTRIBUTION

If we are able to obtain the Final Approval from relevant government authorities and decide to proceed with our sea sand mining business, we plan to distribute and sell sand to customers from the neighboring countries such as Singapore, Thailand, Vietnam, Brunei and Cambodia. Overall demand for sand in the market is high. Singapore remains the largest importer for sand for land reclamation, by filling the sea along its coast with imported sand, Since 1960 Singapore has expanded its physical size by 24%. (source link: http://www.bloomberg.com/news/articles/2017-10-30/singapore-is-finding-it-harder-to-grow-literally). The Department of Mineral & Geoscience Malaysia in 2015 reported that Singapore is Malaysia’s largest importers for sand & gravel (47%), followed by Thailand (29%) and Vietnam (14%). (source link: http://www.nre.gov.my)

In Vietnam, scientists from the Vietnam Institute of Transport Science & Technology (“ITST”) warns that the domestic supply of natural sand is nearing an end and could be depleted by 2022 due to excessive exploitation (source link: http://www.straitstimes.com/asia/se-asia/vietnam-to-run-out-of-sand-in-5-years-say-experts). Furthermore, illegal mining activities in Vietnam reaches epidemic proportions where the Deputy Ministry of Public Security, Senior Lieutenant General, Le Quy Yong had detected more than 4,300 violations in more than 8,000 inspections in the past years. (source link: http://www.asiaone.com/asia/illegal-sand-mining-vietnam-reaches-epidemic-proportions).

21
Table of Contents

In Indonesia, the locals resist sand mining & construction of artificial islands due to potential harm to fish stocks and environment. Report shows locals mount fierce resistance against sand mining and land reclamation in Makassar as well as southern tip of Indonesia Sulawesi island and this has puts on hold by the provincial government (source link: http://www.business-humanrights.org/en/indonesia-locals-resist-sand-mining-and-construction-of-artificial-islands-due-to-potential-harm-to-fish-stocks-and-environment).

Cambodia bans exports of coastal sand, mainly to Singapore. Cambodia has outlawed sand exports when it is primarily funneled in huge quantities to Singapore. However, it appears that previous bans had failed to stem the export (source link: http://www.asiaone.com/singapore/cambodia-bans-exports-coastal-sand-mainly-singapore). Furthermore, internal reports from the United Nations questioned Cambodia’s sand exports where UN data showed that Cambodia had exported $752 million worth of sand to Singapore. In spite of such reports of wide-scale exports, Cambodia only reported $5 million worth of trade value exported to Singapore. This large-scale dredging would certainly have an adverse impact on the natural environment and the local communities (source link: http://www.rfa.org/english/news/cambodia/sand-storm-11022016160124.html).

Due to our neighboring countries having prohibited exporting sand due to adverse environmental impact, Malaysia is seeing a higher demand for sea sand in the export markets.

INTELLECTUAL PROPERTY

SBS has no significant intellectual property as of the date of this filing.

PROPERTIES

(1) Office lease 1

On July 10, 2015, SBS entered into a two-year lease commencing August 1, 2015 for office premises in Lorong 3/137C, Off Jalan Klang Lama, 58000 Kuala Lumpur. Under the terms of the lease the Company will pay monthly rent of $606 at current exchange rate (RM 2,600) and shall be responsible for all monthly utilities. The Company has paid a deposit of two months' rent and a deposit for utilities with a cumulative total of $1,823 (RM 7,800). The annual lease commitment, exclusive of utilities is noted below: Fiscal 2018 - $606 (RM 2,600). The lease was expired in July 2017.

(2) Office lease 2

On July 25, 2016 and September 15, 2016 respectively the Company entered into lease agreements for two individual corporate offices at Tower 1, Avenue 3, The Horizon, Bangsar South City, Kuala Lumpur, Malaysia 59200. The leased premises occupy a total of 5,652 square feet on level 1 and 5,773 square feet on level 5, and each allowed for one month free rent in order to renovate and occupy the space.

Under the terms of the lease(s) the Company will pay monthly rent of $7,242 USD (RM 31,086) for Level 1 and $7,397 (RM 31,752) for Level 5, and shall be responsible for all monthly utilities. The Company has recorded deferred rent for each of the Level 1 and Level 5 leases in the amount of one month's rent respectively for each of the leases in order to account for the free month of occupancy included in the terms of the lease. Deferred rent is being amortized over the term of the leases. Security deposits of two months' rent for Level 1 and Level 5 totaling $43,917 (RM 188,513), and a deposit for utilities with a cumulative total of $7,320 (RM 31,419) were remitted by a related party. The annual lease commitments, exclusive of utilities is noted as: Fiscal 2018 - $175,670 (RM 754,056).

The two leases were terminated on March 31, 2018.

(3) Office lease 3

Currently, a director of SBS has leased shared office space for SBS operations the cost of which is $355 (RM$1,500 per month), the use of which is provided to the Company free of charge by the SBS director. The operating office is located at No 1, 1st Floor, Lorong Sekilau 1, Bukit Sekilau, 25200 Kuantan, Pahang Darul Makmur, Malaysia.

22
Table of Contents

REGULATION

Because our operating subsidiary SBS is located in Malaysia, our business is regulated by the national and local laws of Malaysia. We believe our conduct of business complies with existing Malaysia laws, rules and regulations.

Bauxite exports require Approved Permits issued by the Ministry of Malaysia. Sincere Pacific was issued an Approved Permit which can be renewed with the Malaysian government.

The exploration and development of a mining prospect in Malaysia is subject to regulation by a number of governmental authorities. The regulations address many environmental issues relating to air, soil and water contamination and apply to many mining related activities including exploration, mine construction, mineral and ore extraction, ore milling, water use, waste disposal and use of toxic substances.

¨

The Mineral Development Act of 1994 (“MDA”) defines the powers of the Federal Government on matters pertaining to the inspection and regulation of mineral exploration, mining and other related issues. The legislation is enforced by the Department of Minerals and Geosciences of Malaysia.

¨

The State Mineral Enactment (“SME”) provides that each State has its own legislation to govern mining activities within its jurisdiction. The State Mineral Enactment provides the States with the powers and rights to issue mineral prospecting and exploration licenses and mining leases and other related matters.

¨

Continental Shelf Act of 1966 is an Act relating to continental shelf of Malaysia, the exploration thereof and the exploitation of its natural resources. Application of license for mining activities on getting sand from sea-bed is regulated under this Act.

In addition, we are subject to regulations relating to labor standards, occupational health and safety, mine safety, general land use, export of minerals and taxation. Many of the regulations require permits or licenses to be obtained and the filing of certain notices, the absence of which or inability to obtain will adversely affect the ability for us to conduct our exploration, development and operation activities. The failure to comply with the regulations and terms of permits and licenses may result in fines or other penalties or in revocation of a permit or license or loss of a prospect.

INSURANCE

Insurance companies in Malaysia offer limited business insurance products. While business interruption insurance is available to a limited extent in Malaysia, we have determined that the risks of interruption, cost of such insurance and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. As a result, we could face liability from the interruption of our directors. His interests maybusiness as summarized under “Risk Factors – Risks Related to Our Business – We do not carry business interruption insurance so we could incur unrecoverable losses if our business is interrupted.

LEGAL PROCEEDINGS

Our company is not a party to any material legal proceedings.

PRINCIPAL ADDRESS

Our principal address is located at Unit M2-3, Level M2, The Vertical Podium, Avenue 3, Bangsar South City, No 8 Jalan Kerinchi, 59200 Kuala Lumpur, Malaysia. Our telephone number is +603 – 2242 4913.

23
Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this registration statement (see note below). The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those ofdiscussed in the other stockholders.forward-looking statements. Factors that could cause his interestsor contribute to differ from the other stockholders include the impact of corporate transactions on the timing of business operations and his ability to continue to manage the business given the amount of time he is able to devote to the company.


All decisions regarding the management of the companys affairs will be made exclusively by our sole officer and director. Purchasers of the offered shares may not participate in the management of the



[14]



company and therefore, are dependent upon his management abilities. The only assurance that the shareholders of the company, including purchasers of the offered shares, have that the companys sole officer and director will not abuse his discretion in executing the companys business affairs, is his fiduciary obligation and business integrity. Such discretionary powerssuch differences include but are not limited to decisions regarding all aspects of business operations, corporate transactionsthose discussed below and financing. Accordingly, no person should purchase the offered shares unless willing to entrust all aspects of management to the sole officer and director, or his successors. Potential purchasers of the offered shares must carefully evaluate the personal experience and business abilities of the companys management.



Because we have a limited operating history, it is difficult to evaluate your investmentelsewhere in our stock.this annual report.

 

EvaluationOur audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Overview

We conduct our operations through our consolidated subsidiary SBS Mining Corp. Malaysia Sdn. Bhd. (hereinafter referred to as “SBS”). SBS, founded in August 14, 2008, is a Malaysian corporation primarily engaged in mining and exploration of our business will be difficult because we have a limited operating history. We areproperties located in Malaysia. It is located at No 1, 1st Floor, Lorong Sekilau 1, Bukit Sekilau, 25200 Kuantan, Pahang Darul Makmur, Malaysia.

NAMI Corp. (the “Company”) was incorporated in the development stageState of our businessNevada on September 5, 2012. The Company was initially created to engage in developing a built in safe with a combination lock that can store personal and have not yet begun to generate revenuesor valuable items, inside of backpacks, carry-on luggage and we have not yet developed our prototype(s). To date, we have no revenues to maintain us without additional capital injection if we determine to pursue a growth strategy before significant revenues are generated. We face a numbersuitcases. Since its inception and until the acquisition of risks encountered by early-stage companies, including our need to develop infrastructure to support growth and expansion; our need to obtain long-term sources of financing; our need to establish our marketing, sales and support organizations; and our need to manage expanding operations. Our business strategy may not be successful, and we may not successfully address these risks. If we are unable to sustain profitable operations, investors may lose their entire investment in us.


IfSBS, the company is dissolved; it is unlikely that there will be sufficient assets remaining to distribute to the shareholders.


In the event of the dissolution of the company, the proceeds realized from the liquidation of its assets, if any, will be distributed to the shareholders only after the claims of the companys creditors are satisfied. In that case, the ability of purchasers of the offered shares to recover all or any portion of the purchase price for the offered shares will depend on the amount of funds realized and the claims to be satisfied there from.


RISKS ASSOCIATED WITH MANAGEMENT AND CONTROL PERSONS


Because our management currently only provides their services on a part-time basis, they may be unable to devote sufficient amount of time to our business operations, causing our business to fail.


Mr. Bunloet Sriphanorm devotes approximately 10 hours per week to our business affairs. We do not have an employment agreement with Mr. Sriphanorm, nor do we maintain key life insurance for him. Currently, we do not have any full or part-time employees. Mr. Sriphanorm current lives in Thailand and his ability to travel to the United States depends on factors as availability of time, resources and a valid passport and visa. There will be no assurance that the President would be able to attend any event in person on a timely matter or at all. If the demands of our business require the full business time of our management, it is possible that he may not be able to devote sufficient time to the management of



[15]



our business, as and when needed. If our management is unable to devote a sufficient amount of time to manage our operations, our business will fail.


It may be impossible to hire additional experienced professionals, if necessary, and we may have to suspend or cease operations.

Since our management does not have prior experience developing and licensing products, we may need to hire additional experienced personnel to assist us with operations. If we need additional experienced personnel and we cannot hire them, we could fail in our plan of operations and have to suspend operations or cease them entirely.

Our Company may not be able to establish and maintain disclosure controls, procedures and internal control over financial reporting.


Because our Company has a sole officer, having the capability to maintain disclosure controls and procedures, and especially internal controls over financial reporting may be difficult. There are no other employees checking or double-checking his actions. Our sole officer is in charge of every transaction and because we dont have anyone else making decisions or questioning our sole officers decisions and spotting possible mistakes, we cannot have effective controls.

Since our sole officer and director resides in Nakhon Ratchasima,Thailand, shareholders may have difficulties enforcing their legal rights under United States securities laws. Therefore, if any event which would request his personal presence in the United States, including judgment or legal matters concerning him for instance, it may be difficult to get him at the needed time. This may lead to delays, unforeseen situations and lack of investors trust in our sole officer and director. Such matters could have a significant negative effect on the success of our business. However, Mr. Sriphanorm is willing to adjust his timetable to devote more time to the companys business and accommodate with travel, if the business requires to.

RISKS RELATED TO THE COMPANYS MARKET AND STRATEGY


Since we are a new company and lack an operating history, we face a high risk of business failure which would result in the loss of your investment.


Fuerte iswas a development stage company formed recentlywithout significant assets or any revenue.

On October 31, 2016, the Company filed a Certificate of Amendment with the Nevada Secretary of State (the “Nevada SOS”) whereby it amended its Articles of Incorporation by (a) increasing the Company’s authorized number of shares of common stock from 200 million to carry out the activities described in this prospectus5 billion; and thus has only a limited operating history upon which an evaluation(b) increasing all of its prospects can be made. We were incorporatedissued and outstanding shares of common stock at a ratio of seven (7) shares for every one (1) share held. On November 3, 2016, the Company filed Articles of Merger with the Nevada SOS whereby it entered into a statutory merger with its wholly-owned subsidiary, NAMI Corp. pursuant to Nevada Revised Statutes 92A.200 et. seq. The effect of such merger is that the Company was the surviving entity and changed its name to “NAMI Corp.”

Recent Developments

Acquisition of SBS

On July 4, 2018, we entered into a Share Exchange Agreement with SBS, and GMCI Corp, the shareholder of SBS, pursuant to which on September 05, 2012 and to date we have been involved primarily in the creation of our business plan and we have transacted no business operations. Thus, there is no internal or industry-based historical financial data upon which to estimate the companys planned operating expenses.


The company expects that its results of operations may also fluctuate significantly in the future as a result of a variety of market factors, including, the dominance of other companies offering similar products, the entry of new competitors into the security equipment industry, our ability to attract, retain and motivate qualified personnel; the initiation, renewal or expiration of our customer base,



[16]



pricing changes by the company or its competitors, specific economic conditions in the security equipment industry and general economic conditions. Accordingly, our future sales and operating results are difficult to forecast.

As of theclosing date of this prospectus,July 12, 2018 we have earned no revenue. Failure to generate revenue will cause us to go out of business, which will result in the complete loss of your investment.

We have incurred losses since inception, and we expect to continue to incur substantial losses for the foreseeable future.

We have a limited operating history and have incurred significant losses since our inception, including net losses of $7,704 during the period ended November 30, 2012. These losses have resulted principally from costs incurred with this offering and administrative expenses. We expect to continue to incur operating and net losses and negative cash flow from operations, which may increase, for the foreseeable future due in part to the additional operational and reporting costs associated with being a public company. We anticipate that our business will generate operating losses until we successfully implement our commercial development strategy and generate significant additional revenues to support our level of operating expenses. Because of the numerous risks and uncertainties associated with our commercialization efforts and future product development, we are unable to predict when we will become profitable, and we may never become profitable. Even if we do achieve profitability, we may not be able to sustain or increase our profitability.


If we are unable to succeed in marketing, establishing partnerships or develop our products, we will not be able to achieve profitable operations, and our business may fail.


If we are unable to succeed in marketing, establishing partnerships or develop our products, we will be unable to achieve profitable operations. Any time new products are introduced into a market, there is a substantial risk that revenue will not meet expectations or even cover the cost of operations. While we anticipate the ability to attract partnerships and clients, there is no way to predict the volume that will occur or even if it will be sufficient enough to support our future operations. Numerous factors beyond our control may affect the marketability of our business. These factors include, but are not limited to, consumer demand and emerging competition. The exact effect of these factors cannot be accurately predicted, but it is possible they may result in our not receiving an adequate return on our invested capital.


We have limited experience in marketing products, and we may experience development or manufacturing problems or we may be unable to find partners to establish business which could increase our losses.


Existing and future laws or regulations can affect our business and we may not have the ability to comply with these laws or regulations.


Changes to laws and regulations are often unpredictable and out of anyones control.  As the industry grows, governments may begin to enforce stricter regulations which could ultimately vary



[17]



from state to state and country to country.  Our Company could be affected by these new regulations to the point of possibly having to reformatacquired all of the structureoutstanding shares of SBS Shares from the GMCI in exchange for an issuance of 720,802,346 shares of our common stock, representing approximately 102.08% of our outstanding shares of common stock. We closed the Share Exchange transaction on July 12, 2018. Based on the negotiation between the parties, both parties agreed that after the transaction, our former shareholders shall own 49.49% while the GMCI shall own 50.51% of the product.  Without an establishedcapital stock of the Company. Pursuant to the Share Exchange Agreement, the Company acquired SBS, a Malaysian corporation whose primary business is mining and set capital, we could lose operationsexploration of properties located in Malaysia. The SBS Acquisition was accounted for as a result.


Our dependence on hiring“reverse acquisition” effected as a recapitalization effected by a share exchange, wherein SBS is considered the appropriate third parties to perform essential services could result in material adverse effects on the companys potential future operations as well as, with the companys business including operating resultsacquirer for accounting and financial condition. Further, such third party contractors have no fiduciary duty to our shareholdersreporting purposes. The assets and may not perform these services as expected. The capacity of certain third parties for these services may be limited for economic or other reasons.


The Company is presenting this offering in order to raise capital. The company will fail if funds cannot be raised in this offering or by loans from other interested parties. If we are unable to raise enough funds through this offering, the Company would have to seek additional capital through debt or equity.



USE OF PROCEEDS

This offering is based on a self-underwritten, best-efforts basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.02. The following table sets forth the uses of proceeds assuming the sale of 25% ($34,000), 50% ($68,000), 75% ($102,000) and 100% ($136,000)liabilities of the securities offered for sale by the Company. The funds are based on the net proceeds received. The offering scenarios presented are for illustrative purposes onlyacquired entity have been brought forward at their book value and the actual amount of proceeds, if any, may vary.


If 25% of Shares Sold

If 50% of Shares Sold

If 75% of Shares Sold

If 100% of Shares Sold

GROSS PROCEEDS FROM THIS OFFERING

$

34,000

$

68,000

$

102,000

$

136,000






EXPENSES RELATED TO THIS OFFERING





Legal

$

2,000.00

$

2,000.00

$

2,000.00

$

2,000.00

Bookkeeper

$

1,500.00

$

1,500.00

$

1,500.00

$

1,500.00

Accounting

$

3,500.00

$

3,500.00

$

3,500.00

$

3,500.00

EDGAR expenses

$

750.00

$

750.00

$

750.00

$

750.00

Transfer Agent and printing

$

1,000.00

$

1,000.00

$

1,000.00

$

1,000.00

SEC Registration Fee

$

19.00

$

19.00

$

19.00

$

19.00

TOTAL

$

8,769.00

$

8,769.00

$

8,769.00

$

8,769.00






EXPENSES TO MAINTAIN OUR REPORT STATUS FOR 12 MONTHS AFTER EFFECTIVE DATE





Accounting

$

9,500.00

$

9,500.00

$

9,500.00

$

9,500.00

Bookkeeper

$

4,500.00

$

4,500.00

$

4,500.00

$

4,500.00

EDGAR expenses

$

1,100.00

$

1,100.00

$

1,100.00

$

1,100.00

XBRL expenses

$

2,500.00

$

2,500.00

$

2,500.00

$

2,500.00

TOTAL

$

17,600.00

$

17,600.00

$

17,600.00

$

17,600.00






NET PROCEEDS FROM THIS OFFERING

$

7,634.00

$

41,634.00

$

75,634.00

$

109,634.00

Development phase

$

5,343.80

$

29,143.80

$

52,943.80

$

76,743.80

Testing phase

$

762.40

$

4,162.40

$

7,562.40

$

10,962.40

Selling phase

$

1,143.10

$

6,243.10

$

11,343.10

$

16,443.10

Internet, Office supplies and Telephone costs

$

381.70

$

2,081.70

$

3,781.70

$

5,481.70

 The above figures represent only estimated costs.

[18]



The expenses shown above are estimates. The actual costs may differ from our estimated values. For more details on our expectations, including the timeline for completion of the steps described above, see Plan of Operation, on page 41.


The proceeds will not be used, fully or in part, to pay salary or make any other payments to the Companys sole officer and Director, Mr. Sriphanorm.

The total estimated expenses related to this offering of $8,769 include:


-

Estimated cost of $3,500 with auditors fees for the audit of the Financial Statements contained herein

-

$1,500 with bookkeepers fees to prepare the November 30, 2012 fiscal year end financials contained herein

-

$2,000 for the attorneys opinion letter

-

$19 for the SEC registration fee*.

-

Costs related to EDGAR expenses of $750 and

-

Costs with Transfer Agent and printing of $1,000.


*The SEC registration feeno goodwill has been calculated pursuant to sections 6(b), 13(e), or 14(g) of the Securities Act of 1933. The fee is $136.40 per $1,000,000 (prorated for amounts less than $1,000,000). It is calculated by multiplying the aggregate offering amount by .0001364 ($136,000 x .0001364 = $18.55).

In the twelve months after we become effective, in order to meet our reporting obligations, we expect to have the following costs:


-

$2,000 with auditors fees for each review of our Financial Statements for 3 forms 10Qs (totalling $6,000)

-

$3,500 for the fiscal year end financials audit.

-

The bookkeepers fees for each financial statement will be $1,500 (totalling $4,500).

-

Costs related to EDGAR expenses of $1,100

-

$2,500 for the annual XBRL mapping fee.


recognized. As shown on the table above, we intend to allocate proceeds from this offering to keep our reporting status with the SEC current.




[19]



Our officer and director has committed to the advancement of funds (up to $15,000) for the next twelve months to cover expenses to maintain the reporting status current with the SEC. Mr. Sriphanorm is willing to lend the full amount of these funds to the Company as the expenses are incurred, if necessary or if no other proceeds are available to the Company, regardless of the amount raised through this offering. However, there is no contract in place or written agreement with Mr. Sriphanorm and the funds expressed in the above verbal commitment, would be in the form of a non-secured loan and would have no interest and no fixed repayment date.


DETERMINATION OF OFFERING PRICE


As there is no established public market for our shares, the offering price and other terms and conditions relative to our shares have been arbitrarily determined by Pack Fuerte and do not bear any relationship to assets, earnings, book value, or any other objective criteria of value. In addition, no investment banker, appraiser, or other independent third party has been consulted concerning the offering price for the shares or the fairness of the offering price used for the shares.


DILUTION


The price of the current offering is fixed at $0.020 per share. This price is significantly greater than the price paid by the Companys sole officer and director for common equity since the Companys inception on September 05, 2012. The Companys sole officer and director paid $0.001 per share, a difference of $0.019 per share lower than the sale price in this offering.


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 valueSBS Acquisition, our consolidated subsidiaries include SBS, our wholly-owned subsidiary which is incorporated under the laws of Malaysia.

SBS was incorporated on August 14 2008 with the name SBS Legacy Corp Malaysia Sdn Berhad with an authorized share capital of RM100,000 and paid in capital of RM3. It changed to its current name of SBS Mining Corporation Malaysia Sdn Bhd on March 28, 2013. As of March 31 2018, SBS has registered share capital of RM600,000 at RM1 per share. Subsequent to the closing of the shares heldShare Exchange Agreement, we conduct our operations through our controlled consolidated subsidiary SBS. SBS is primarily engaged in mining and exploration of properties located in Malaysia. SBS operating office is located at No 1, 1st Floor, Lorong Sekilau 1, Bukit Sekilau, 25200 Kuantan, Pahang Darul Makmur, Malaysia.

Under US GAAP, when a registrant is a public shell, as defined under the Securities Act, and acquires an operating company through the issuance of greater than 50% of the its outstanding stock, the transaction is treated as a recapitalization of the operating company and not as a business combination. As part of that reporting, the financial statements of the registrant are replaced for all periods prior to the acquisition by our existing stockholders. The following tables comparethose of the differencesoperating company. Because of your investment in our shares with the investment of our existing stockholders.

[20]




Existing Stockholders ifthis, all of the Sharesfollowing discussions regarding results of operations and liquidity and financial condition as of June 30, 2018 and 2017 are Soldthose of our subsidiary SBS, and do not include any information on NAMI Corp.

Price per share

$

0.020  

Net tangible book value per share before offering

$

0.0003  

24

Potential gain to existing shareholders

$

$

136,000  

Net tangible book value per share after offering

$

0.0072  

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

$

0.0068  

Capital contributions

$

$

136,000  

NumberTable of shares outstanding before the offering


11,500,000  

Number of shares after offering held by existing stockholders


11,500,000  

Percentage of ownership after offering


62.8%

Contents


PurchasersComparison of Shares in this Offering if all Shares SoldYears Ended June 30, 2018 and 2017

Price per share

$

0.020  

Dilution per share

$

0.013  

Capital contributions

$

$

136,000  

Percentage of capital contributions


92.2%

Number of shares after offering held by public investors


6,800,000  

Percentage of ownership after offering


37.2%


PurchasersResults of Shares in this Offering if 75%Operations

Going Concern

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of Shares Sold

Price per share

$

0.020  

Dilution per share

$

0.014  

Capital contributions

$

102,000  

Percentage of capital contributions


89.9%

Number of shares after offering held by public investors


5,100,000  

Percentage of ownership after offering


30.7%



Purchasersassets and classification of Shares in this Offering if 50% of Shares Sold

Price per share

$

0.020  

Dilution per share

$

0.016  

Capital contributions

$

68,000  

Percentage of capital contributions


85.5%

Number of shares after offering held by public investors


3,400,000  

Percentage of ownership after offering


22.8%


Purchasers of Shares in this Offering if 25% of Shares Sold

Price per share

$

0.020  

Dilution per share

$

0.018  

Capital contributions

$

34,000  

Percentage of capital contributions


74.7%

Number of shares after offering held by public investors


1,700,000  

Percentage of ownership after offering


12.9%


PLAN OF DISTRIBUTION


Pack Fuerte is offering common stock for sale. If the Company isliabilities that might be necessary should we be unable to sell its stockcontinue in operation. We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities. In August 2018, we commenced an equity raise of up to RM 50,000,000 (approximately $12.4 million) through the issuance of cumulative 12% redeemable Preferred Shares and raise money, it will not be able to complete its business plan and will fail. 


There will be no underwriters used, no dealer's commissions, no finder's fees, and no passive market making for the shares being offered by Pack Fuerte. All of these shares will be offered personally through meetings, phone calls, emails and faxes to potential buyers, including business associates, friends, and family of the management of the Company.


Our Common Stock is currently considered a "penny stock" under federal securities laws (Penny Stock Reform Act, Securities Exchange Act Section 3a (51(A)) since its market price is below $5.00 per share. Penny stock rules generally impose additional sales practice and disclosure requirements on broker-dealers who sell or recommend such shares to certain investors.


11,500,000 common shares are issued and outstanding as of the date of this prospectus. The Company is registering an additional of 6,800,000 shares of its common stock for possible sale at the price of $0.020 per share. There is no arrangement to address the possible effect of the offerings on the price of the stock.





[21]



              Pack Fuerte will receive all proceeds from the sale of the shares. The price per share is fixed at $0.020. Prior to being quoted on the OTCBB, the company may sell its shares in private transactions to individuals. Although our common stock is not quoted on a public exchange,filing, we intend to seek a quote on the Over The Counter Bulletin Board (OTCBB). In order to be quoted on the OTCBB, a market maker must file an application on our behalf in order tohave raised RM 280,000 (approximately $70,000 ). We can 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, which operates the OTCBB, nor can there be any assurance that such an application for quotationwe will be approved. However, sales byable to raise adequate funds through this offering.

The following summary of our results of operations should be read in conjunction with our financial statements for the years ended June 30, 2018 and 2017, which are included herein.

Our operating results for the year ended June 30, 2018, and June 30, 2017 and the changes between those periods for the respective items are summarized as follows:

 

 

Year ended

 

 

 

 

 

 

 

June 30,

 

 

 

 

 

 

 

2018

 

 

2017

 

 

Change

 

 

%

 

Sales

 

$51,534

 

 

$32,737

 

 

$18,797

 

 

 

57%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

Operating expenses

 

 

387,340

 

 

 

457,955

 

 

 

(70,615)

 

 

(15)%

Other Expense

 

 

123,898

 

 

 

100,175

 

 

 

23,723

 

 

 

24%

Net loss

 

$(459,704)

 

$(525,393)

 

$65,689

 

 

 

(13)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

Other Comprehensive Income (Loss):

 

$(97,152)

 

$68,370

 

 

$(165,522)

 

 

(242)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

Comprehensive loss

 

$(556,856)

 

$(457,023)

 

$(99,833)

 

 

22%

We commenced operations in regards to trading in bauxite during the year ended June 30, 2017. During the year ended June 30, 2018 the Company must be made at the fixed price of $0.020 for the duration of this offering.


The offering will conclude when at the earlier of the sale of all 6,800,000 shares, or 90 days after this registration statement becomes effective with the Securitiesearned revenue from its bauxite trading activities and Exchange Commission. Pack Fuerte may at its discretion extend the offeringconcluded shipments for an additional 90 days60,000 tonnes of gross washed bauxite (net dry weight of 49,006 tonnes) for net commissions of $51,534 converted at agreed rates of conversion to RM of between 3.857 and 4.3021 for total proceeds of RM 210,005, after adjustment for certain offset required. While we expect Sincere to have additional tonnage available for shipment in the following year, we can make no assurances that we will have additional trading revenue in fiscal 2019. In future periods, should we be successful and obtain the permits and licenses we have submitted, we expect operations, and therefore revenues, to increase substantially above the current levels.

Our financial statements reported a net loss of $459,704 for the year ended June 30, 2018 compared to a net loss of $525,393 for the year ended June 30, 2017. Our losses have decreased, primarily as a result of a decrease in operating expenses of $70,615. The decrease in operating expenses was primarily the result of a decrease in payroll of $77,303. After March 31, 2018, we reduced staff and operating activities while we wait upon governmental review at the state and federal levels in Malaysia for our permit and license applications for sea sand mining operations and export sales. In future periods, should we be successful and obtain the permits and licenses we have submitted, we expect operations to increase substantially above the current levels of operations.

Other expense increased to $123,898 for the year ended June 30, 2018, compared to $100,175 for the year ended June 30, 2017. Other expense related to interest expense imputed for our non-interest bearing advances from related parties. We expect interest expense to increase in future periods until such time as we are able to generate profitable operations and begin to repay our advances from our directors and entities related to our directors.

Should we be successful in our efforts to raise additional capital and are able to successfully close one or more of our outstanding offers to purchase mining and explorations rights and thus begin exploration and mining operations, we expect that our expenses to increase substantially.

25
Table of Contents

Liquidity and Financial Condition

Working Capital

 

 

June30,
2018

 

 

June 30,

2017

 

 

 Change

 

 

%

 

Current assets

 

$22,840

 

 

$253,107

 

 

$(230,267)

 

 

(91)%

Current liabilities

 

$2,170,420

 

 

$1,766,969

 

 

$403,451

 

 

 

23%

Working capital (deficit)

 

$(2,147,580)

 

$(1,513,862)

 

$(633,718)

 

 

42%

Our working capital deficit increased as of June 30, 2018, as compared to 2017, primarily due to a decrease in current assets and an increase in current liabilities. The decrease in current assets was primarily due to a decrease in deposit on Mineral property of $186,372. The increase in current liabilities was primarily due to an increase in amount due to related parties of $252.445, other payables and accruals of $99,555 and stock payable of $59,530.

In the coming quarters, prior to obtaining any permits or licenses, our largest cash outlays will be in regards to (1) professional fees for work performed for our reporting as part of NAMI Corp and (2) for the consultants as part of their work in submitting for our permits and licenses and the work performed to respond to any additional requests received from governmental authorities as part of the process of obtaining approval for the permits and licenses. In the coming quarters we will be required to pay our consultants. Included in our accrued expenses as of June 30, 2018 are fees for these consultants of approximately RM 243,000 (approximately $60,000 USD) and in addition, based on certain milestones within our contract, the consultants are due an additional RM 323,000 (approximately $80,000 USD) upon successfully completing those milestones.

In addition, we are currently in negotiations with a related entity, Nami Development Capital Sdn Bhd (“NDC”), to enter into a management services agreement or relationship in which NDC provides us with executive, technical and support staff, offices and other resources, instead of the Company hiring and acquiring all of those resources directly. At this time, those negotiations are still in preliminary stages, and no estimate is currently available for our expected costs.

Cash Flows

 

 

Year ended

 

 

 

 

 

 

 

 

 

June 30,

 

 

 

 

 

 

 

 

 

2018

 

 

2017

 

 

Change

 

 

%

 

Cash provided by (used in) operating activities

 

$12,512

 

 

$(216,726)

 

$229,238

 

 

 

(106)%

Cash used in investing activities

 

$(38,090)

 

$(34,814)

 

$(3,276)

 

 

9%

Cash provided by financing activities

 

$33,563

 

 

$255,833

 

 

$(222,271)

 

 

(87)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents on hand

 

$19,072

 

 

$9,852

 

 

$9,220

 

 

 

94%

Operating Activities

Net cash provided by operating activities was $12,512 for the year ended June 30, 2018 compared with net cash used in operating activities of $216,726 in the same period in 2017.

During the year ended June 30, 2018, cash provided by operating activities consisted of a net loss of $459,704, depreciation, depletion, amortization and impairment of $42,018, imputed interest on non-interest bearing related party advances contributed as paid in capital of $123,898, expenses directly paid by related party of $162,008, and changes in other receivable and deposits of $56,236 and accounts payable and accrued liabilities of $96,389, offset by change in deferred rent expenses of $8,333.

During the year ended June 30, 2017, cash used in operating activities consisted of a loss of $525,393, depreciation of $41,219, rent expenses contributed to additional paid in capital of $1,400, imputed interest contributed as paid in capital of $100,175, expenses directly paid by related party of $159,386, and changes in other receivable and deposits of $926 and deferred rent expenses of $8,091, offset by an decrease in accounts payable and accrued liabilities of $2,530.

26
Table of Contents

Investing Activities

Net cash used in investing activities was $38,090 for the year ended June 30, 2018, compared to $34,814 used in financing activities in the same period in 2017. During the year ended June 30, 2018, the Company received $192,245 from a receipt of trading advance, and used cash for concession costs of $229,367 and purchase of plant and equipment of $968. During the year ended June 30, 2017, property and equipment of $34,814 was purchased.

Financing Activities

Net cash from financing activities was $33,563 for the year ended June 30, 2018, compared to $255,833 from in financing activities in the same period in 2017. Net cash from financing activities for the year ended June 30, 2018 included $57,673 from stock payable and $257,672 from advances received from related parties, offset by $281,782 repayments of related party advances. Net cash from financing activities for the year ended June 30, 2017 included $893,748 from advances received from related parties, offset by $637,915 repayments of related party advances.

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 that is material to stockholders.

Critical Accounting Policies 

We prepare our consolidated financial statements in conformity with GAAP, which requires management to make certain estimates and assumptions and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the financial statements are prepared and actual results could differ from our estimates and such differences could be material. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation our financial statements. Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as included in this Annual Report, for disclosures regarding the Company's critical accounting policies and estimates.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the valuation of common stock and options issued as stock based compensation.

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 our company's financial statements.

27
Table of Contents

MANAGEMENT

Directors and Executive Officers

Prior to October 31, 2016, our Board of Directors consisted of Mr. Bunloet Srihanorm as sole director. Effective December 13, 2016, the Board of Directors (the “Board”) of the Company appointed Mr. Ong Tee Keat as Chairman of the Board of Directors and Mr. Bunloet Srihanorm resigned as sole director from the Company. On June 22, 2017, the Board expanded from one (1) member to three (3) members. In connection with this expansion, the Board appointed Nik Ismail Bin Nik Yusoff and Abdul Aziz bin Haji Jaafar as members of the Board. On August 23, 2017, the Board expanded from three (3) members to four (4) members. In connection with this expansion, the Board appointed Soh Ooi Tech as a member of the Board.

In addition, effective December 13, 2016, the Board of Directors (the “Board”) of the Company appointed Mr. Ong Tee Keat as CEO, Secretary, and Treasurer. On July 1, 2017, Mr. Ong Keat Tee resigned from his position as Treasurer and Chief Financial Officer. On the same day, the Board appointed Mr. Lew Sze How as the Company’s Chief Financial Officer.

On July 4, 2018, the Board of the Company appointed Lok Khing Ming as Executive Director and secretary of the Company. Mr. Ong Tee Keat resigned from his position as Chief Executive Officer and secretary, and the Board appointed Mr. Calvin Chin as Chief Executive Officer, Ms. Chantel Chan as Chief Operation Officer of compliance, Mr. SN Loh as Chief Operation Officer of operations, Mr. Lew Sze How as Chief Financial Officer of compliance, and Mr. MW Jason Chan as Chief Financial Officer of operations effective as of July 4, 2018.

The following description sets forth the name, age, and position of our officers and directors. Executive officers are elected annually by our Board of Directors. Each executive officer holds his office until he resigns, is removed by the Board, or his successor is elected and qualified.

Name

Age

Position(s)

Ong Tee Keat

62

Chairman

Nik Ismail bin Nik Yusoff

71

Independent Non-Executive Director

Abdul Aziz bin Abdul Jaafar

62

Independent Non-Executive Director

Soh Ooi Tech

38

Independent Non-Executive Director

Lok Khing Ming

49

Executive Director

Calvin Chin

42

Chief Executive Officer

Chantel Chan

58

Chief Operation Officer – Compliance

SN Loh

45

Chief Operation Officer – Operations

Lew Sze How

43

Chief Financial Officer – Compliance

MW Jason Chan

44

Chief Financial Officer – Operations

Ong Tee Keat, Chairman

Mr. Ong holds a Bachelor of Engineering (BE) in Mechanical Engineering from University of Malaya in 1981. Mr. Ong spent the early part of his professional career in the private sector as an additional effortEngineer. He joined Wagon Engineering Sdn Bhd as a Mechanical Engineer in 1981; William Jacks Sdn Bhd, Malaysia as a Sales Engineer in 1983; and Transtrade (M) Sdn Bhd, Malaysia as a Sales Manager in 1984. In 1985, he was a Senior Engineer and Marketing Manager for Wagon Engineering Sdn Bhd.

Mr. Ong served as a Political Secretary to sell, if itMinister in Malaysia Federal Cabinet from 1986 to 1990; a Member of Parliament for Ampang Jaya, Malaysia from 1989 to 2004; a Member of Parliament for Pandan, Malaysia from 2004 to 2013; a Deputy Speaker of the House of Representatives, Parliament of Malaysia from 1990 to 1999; a Deputy Minister for Youth & Sports, Malaysia from 1999 to 2006; a Deputy Minister for Higher Education, Malaysia from 2006 to 2008; a Minister for Transport, Malaysia from 2008 to 2010.

Mr. Ong was also a columnist for Chinese daily Sin Chew Jit Poh, with articles running from 1979 to 1986.

With Mr. Ong at the helm, his vast technical and business acumen drives the Company’s overall direction, business and value.

Nik Ismail Bin Nik Yusoff

Mr. Nik Ismail Bin Nik Yusoff was appointed as Chairman of the Board of Directors for AT Systematization Berhad on May 24, 2015 and continues to hold that position. From 2001 to 2013, Mr. Nik was a Member of the Board of Directors of Malaysian AE Models Holdings Berhad, an investment holding company, which engages in designing, manufacturing, installing, and marketing material handling and conveyor systems and parties primarily to the automation industry in Malaysia.

28
Table of Contents

Abdul Aziz bin Haji Jaafar

Mr. Abdul Aziz bin Haji Jaafar is currently a member of the Board of Directors of Malacca Economic Council (MAPEN), located in Malaysia. From 2013 to 2015, Mr. Abdul served on the Board of Trustees for the Malaysian Institute of Defense and Security (MiDAS), a Malaysian company located in Kuala Lumpur which is a professional research institution on issues of defense and security. From 2010 to 2012 he served as the Chairman for Armed Forces Welfare, Social and Sports Club (KSSKA). From 2008 to 2015, Mr. Abdul Aziz served as a member of the Board of the Malaysian Defense Council, located in Kuala Lumpur, which ensures coordinated and orderly development of the defense industry section in Malaysia. From 2008 to 2015, he served as the Vice President of Armed Forces Cooperatives (Koperasi Tentera), a financial institution located in Kuala Lumpur, Malaysia. From 2008 to 2015, Mr. Abdul served as a member of the Board of SME Ordnance (SMEO) Sdn Bhd., a Malaysian defense company located in Batu Arang. From 2008 to 2015 he served as a member of the Board of Boustead Naval Shipyard (BNS) Sdn Bhd., a Malaysian company located in Perak, which builds various types of naval and commercial vessels and provides extensive depot level maintenance services.

Soh Ooi Tech

Mr. Soh Ooi Tech is the case, the sharesMarketing Director of Pro Road Sdn. Bhd., which were not sold. Further, the Company will not offer its shares for sale through underwriters, dealers, agents or anyone who may receive compensationwas engaged in the formtrading of underwriting discounts, concessions or commissionsliquor since year 2007 throughout Malaysia, and counties within Asia. His responsibilities include developing the company’s marketing strategy, including campaigns, events, digital marketing, public relations, tracking changes in supply and demand, identifying clients’ current and future needs, and monitoring the competition. Mr. Soh’s mandate is to provide a wide range of quality liquors, wines and beers from top brands at affordable prices and services to all clients.

Mr. Lok Khing Ming, Executive Director

Mr. Lok served as the Chief Executive Officer, President, Treasurer and sole director of GMCI Corp from December 2014 until October 2016 and was subsequently resigned from his office positions and appointed as the Chairman of the Board of GMCI Corp in October 2016. Mr. Lok Khing Ming was previously the managing director of SBS. Mr. Lok's responsibilities include leading the exploration for mining opportunities in and around Malaysia, developing business strategies and implementing the company's marketing plan. From 2007 to 2010, Mr. Lok was the General Manager of Asia East Coast Mining Sdn. Bhd., a company engaged in gold mining.

In November 1991, Mr. Lok earned a Diploma in Electronic Engineering from the Company and/orFederal Institute of Technology, Malaysia.

Calvin Chin, Chief Executive Officer

Mr. Chin served as the purchasersChief Financial Officer of GMCI Corp since October 2015 and was subsequently re-appointed as the Chief Executive Officer of GMCI Corp from October 2016 until July 2018. Mr. Calvin was the Head of Finance for HCM-Hygenic Corporation (M) Sdn. Bhd. (a subsidiary of US multinational corporation) located in Batu Gajah, Perak, Malaysia) from July 2004 to October 2015. Mr. Calvin's duties included leading and emerging the finance team and assisting the managing director in management of the shares for whom they may actdaily business operations. Mr. Calvin, acting as agents. The Company is not required to sell any specific number or dollar amount of securities but will use its best efforts to sell the securities offered.


Funds raised under this offering will not be held in trust or in any escrow account and all funds raised regardlessone of the amount will be availablelocal directors for the Malaysian entity and sat on the Board of Directors as part of a decision maker for the Malaysian business entity. Mr. Calvin reported directly to the Company.  Pack Fuerte will be selling allCFO based in the sharesUnites States on the financial position of the Malaysian Corporation.

Mr. Chin was a lead auditor with Ernst & Young, Malaysia from 2000 to 2004 and will receive all proceedshas auditing experience in specializing in manufacturing, retailing, plantation and property development industry.

Mr. Chin earned a professional degree from the sale. The Company mayAssociation of Certified Chartered Accountants (“ACCA”) in UK.

Chantel Chan, Chief Operation Officer – Compliance

With 32 years of extensive experience in various industries and a determination to improve everything around her, Chantel brings laser-focused and strategy-focused approach along with the expertise to oversee the strategic development, expansion and growth of the NAMI Corp.’s businesses.

Chantel was the General Manager responsible for sales and marketing, IT software development, local/off-shore data conversion, facilities data collection, digital mapping and street directory and business development and planning for Rimman International Sdn. Bhd. a company providing services related to computer mapping, facilities management for the telecommunication and utilities industry in Malaysia and international market.

Chantel joined Zija International (a multinational corporation in Utah, USA) as a Marketing and Business Consultant from 2013 to 2015, responsible in reviewing all aspects of marketing for south east asia region, assist in opening up new markets in south east-asia region pertaining to products and license application and assist in the area of logistic in the south east-asia region. Chantel also oversees the implementation of corporate policies, procedures and programs in the south east-asia region. Chantel ensures that Zija and its Distributors conduct business in compliance with applicable regulatory laws to secure Zija’s future as a legacy company.

29
Table of Contents

Between 1999 to 2012, she has been a Director/Chief Operating Officer of Borderless Marketing Group Sdn Bhd involving in IT project management and operation for supporting clients in the south east-asia region. She was also appointed as an advisory council member for Agel Enterprises (a multinational corporation in Utah, USA). for Malaysia and Indonesia market.

In 1984, Chantel graduated from the University of Toronto, Canada with a Bachelor of Science in Computer Science and Actuarial Science.

S.N. Loh, Chief Operating Officer - Operations

Mr. Loh served as the Chief Operating Officer of GMCI Corp from October 2016 to July 2018. From April 2012 to October 2015, Mr. Loh was the General Manager responsible for marketing, sales, business development and planning for WRP Asia Pacific Sdn. Bhd., a medical glove manufacturing company located in Malaysia. From August 2009 to March 2012, Mr. Loh was the Operations Director, responsible for factory operations, for Vinh Chanh Co. Ltd., a bio mass fuel supplier in Vietnam.

Lew Sze How, Chief Financial Officer - Compliance

Since April 1, 2010, Mr. Lew Sze How has been serving as Director of Corporate Advisory/Financial Planning Advisory for Forreststone, Corporate Advisory SDN BHD (“Forreststone”). Forreststone, located in Malaysia, provides services such as corporate restructuring public offerings, financial due diligence and internal audit and governance. Mr. Lew’s responsibilities include developing internal control and enterprise risk management for listed and non-listed companies as well as performing due-diligence review for investments and investigation purposes.

Mr Lew is a Chartered Accountant (CA) of the Malaysian Institute of Accountants (MIA) since 2002, also a Fellow Member of the Association of Chartered Certified Accountants (FCCA), UK since 2007. In February 2013, Mr. Lew received admission as a Professional Member-Institute of Internal Auditors Malaysia. On September 20, 2015, Mr. Lew received a degree from AsiaEUniversity for Executive Master of Business Administration (Entrepreneurial Management). On March 17, 2016, Mr. Lew became a member of Chartered Tax Institute of Malaysia.

M.W. “Jason” Chan, Chief Financial Officer - Operations

Mr. Chan was served as the Chief Financial Officer of GMCI Corp from October 2016 to July 2018. From August 2010 to September 2016, Mr. Chan was a Director of Transaction Reporting division for Baker Tilly Monteiro Heng, an accounting and audit firm located in Kuala Lumpur, managing a portfolio of audit clients with divergent operations and special reporting assignments such as reporting accountants for initial public offering, due diligence audits, restructuring and reverse takeovers as well as private debts security schemes.

Mr. Chan was a lead auditor with Ernst & Young, Malaysia from 1997 to 2008 and KPMG Ho Chi Minh from 2009 to 2010. During his career, he managed the portfolio of audit clients with divergent operations, including manufacturing and trading, retailing, property development and construction, oil and gas, hotels, leisure, and foods and beverages.

Mr. Chan obtained his professional qualification from ACCA, UK in 2005. He is also a member of the Malaysian Institute of Accountants (MIA) since 2006.

Promoters and Control Persons

GMCI was the Company's controlling shareholder before NAMI Stock Dividend and is a Nevada corporation. GMCI has not sell thesebeen a party to any legal proceedings at any time during the past ten (10) years.

Code of Ethics

We have adopted a Code of Ethics and Insider Trading Policy.

.

Board of Directors

Our board of directors currently consists of five members. Our bylaws permit our board of directors to establish by resolution the authorized number of directors, and five directors are currently authorized.

30
Table of Contents

Director Independence

Under the rules of the national securities untilexchanges, a majority of a listed company’s board of directors must be comprised of independent directors, and each member of a listed company’s audit, compensation and nominating and corporate governance committees must be independent as well. Under the same rules a director will only qualify as an “independent director” if that company’s board of directors affirmatively determines that such director has no material relationship with that company, either directly or as a partner, shareholder or officer of an organization that has a relationship with that company.

In addition, following the effectiveness of the registration statement filed with the Securities and Exchange Commission is effective.


Thisof which this prospectus is a self-underwritten (best-efforts) offering.  This Prospectus is part, the members of a registration statement that permits our sole officer and director to sellaudit committee must satisfy the shares being offered by the Company directly to the public, with no commission or other remuneration payable to them for any shares they may sell.  There are no plans or arrangements to enter into any contracts or agreements to sell the shares with a broker or dealer.  Our sole officer and director will sell the shares and intends to offer them to the general public, including friends, family members and business acquaintances.  In offering the securities on our behalf, our officer and director will rely on the safe harbor from broker dealer registrationindependence criteria set outforth in Rule 3a4-110A-3 under the Securities Act of 1934.  The officer and director will not register as broker-dealers pursuant to Section 15 of the Securities Exchange Act of 1934, in reliance uponas amended, or Rule 3a4-1, which sets forth those conditions under which a person associated with an Issuer may participate in the offering10A-3. In order to be considered to be independent for purposes of Rule 10A-3, no member of the Issuers securities and not be deemed to beaudit committee may, other than in his capacity as a broker-dealer.


1.

Our sole officer and director is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39)member of the Act, ataudit committee, the timeboard of their participation, and,

2.

Our sole officer and director will not be compensated in connection with their participation by the payment of commissionsdirectors or any other remuneration based eitherboard committee: (1) accept, directly or indirectly, on transactions in securities, andany consulting, advisory or other compensatory fee from the company or any of its subsidiaries or (2) be an affiliated person of the company or any of its subsidiaries.

3.

Our sole officer and directorThree out of our five directors are considered independent as defined by the rules of the Nasdaq Stock Market. As of November 13, 2018, our company is not, nor will be at the time of his participation in the offering,process of forming our audit committee.

Involvement in Certain Legal Proceedings

Over the past ten years, none of our directors or executive officers has been (i) involved in any petition under Federal bankruptcy laws or any state insolvency law, (ii) convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses), (iii) subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from (a) acting as a future’s commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity, (b) engaging in any type of business practice, or (c) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws, or (d) subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right to engage in any activity described in (iii)(a), (iv) found by a broker-dealer;court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and

4.

Our sole officer the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated, (v) found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and director meet the conditionsjudgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated. (vi) subject of, paragraphor a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (a)(4)(ii) any Federal or State securities or commodities law or regulation, (b) any law or regulation respecting financial institutions or insurance companies, or (c) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity, or (vii) the subject of, Rule 3a4-1or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that they (A) primarily perform,has disciplinary authority over its members or persons associated with a member. Except as set forth in our discussion below in “Transactions with Related Persons; Promoters and Certain Control Persons; Director Independence,” none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are intendedrequired to primarily performbe disclosed pursuant to the rules and regulations of the SEC.

31
Table of Contents

Committees of our Board of Directors

We presently do not have an audit committee, compensation committee or nominating committee or committee performing similar functions, as our management believes that until this point it has been premature at the endearly stage of our management and business development to form an audit, compensation or nominating committee. Until these committees are established, these decisions will continue to be made by our Board of Directors. Although our Board of Directors has not established any minimum qualifications for director candidates, when considering potential director candidates, our Board of Directors considers the candidate's character, judgment, skills and experience in the context of the offering, substantial duties for or on behalfneeds of our Company and our Board of Directors.

Nominating Committee. We have not established a Nominating Committee because of our limited operations; we believe that we are able to effectively manage the issues normally considered by a Nominating Committee.

Audit Committee. We do not have an Audit Committee. The Company's board of directors performs some of the same functions of an Audit Committee, such as; recommending a firm of independent certified public accountants to audit the financial statements; reviewing the auditors' independence, the financial statements and their audit report; and reviewing management's administration of the system of internal accounting controls. The Company does not currently have a written audit committee charter or similar document.

Family Relationships

There are no family relationships among the directors and executive officers of our company.

32
Table of Contents

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth in U.S. dollars information concerning all cash and non-cash compensation awarded to, earned by or paid to the named executive officers for services rendered in all capacities for the years ended 2018, 2017 and 2016.

Name and principal position

Year

Salary

($)

Bonus

($)

Stock

Awards ($)

Option

Awards

($)

All Other

Compensation ($)

Total

($)

Nami Corp

Calvin Chan

Chief Executive Officer

2018

$

$

$

$

Chantel Chan

Chief Operating Officer of compliance

2018

$

$

$

$

SN Loh

Chief Operating Officer of operation

2018

$

$

$

$

Lew Sze How

Chief Financial Officer of compliance

2018

$

$

$

$

2017

$

$

$

$

MW Jason Chan

Chief Financial Officer of operation

2018

$

$

$

$

Lok Khing Ming

Executive director and secretary

2018

$

$

$

$

Ong Tee Keat

Chief Executive Officer and secretary (1)

2018

$

$

$

$

Chief Executive Officer, Secretary, and Treasurer (2)

2017

$

$

$

$

2016

$

$

$

$

SBS

Lok Khing Ming (3)

2018

$

$

$

$

2017

$

$

$

$

2016

$

$

$

$

Liew Chin Loong (4)

2018

$

$

$

$

2017

$

$

$

$

2016

$

$

$

$

____________

(1)

On July 4, 2018, Mr. Ong Tee Keat resigned from his position as Chief Executive Officer and Secretary;

(2)

Effective December 13, 2016, the Board of Directors (the “Board”) of the Company appointed Mr. Ong Tee Keat as CEO, Secretary, and Treasurer. On July 1, 2017, Mr. Ong Keat Tee resigned from his position as Treasurer and Chief Financial Officer.

(3)

Mr. Lok Khing Ming was appointed director and officer of SBS on September 27, 2013. Compensation above includes all compensation received by Mr. Lok in the respective fiscal periods.

(4)

Mr. Liew Chin Loong was appointed director and officer of SBS on August 14, 2008. Compensation above includes all compensation received by Mr. Liew in the respective fiscal periods.

33
Table of Contents

Employment Agreements

The Company does not have any employment agreements with any of its directors or executive officers.

Grants of Plan-Based Awards

During the year ended 2018, 2017 and 2016, there were no grants of plan-based awards to our named executive officers.

Option Exercises and Stock Vested

During the year ended 2018, 2017 and 2016, there were no option exercises or vesting of stock awards to our named executive officers.

Outstanding Equity Awards at Fiscal Year End

None of our executive officers received any equity awards, including, options, restricted stock or other thanequity incentives during the fiscal year ended 2018, 2017 and 2016. There are currently no outstanding awards as of June 30, 2018.

Compensation of Directors

Our company’s directors currently do not receive any cash compensation for service on our company’s board of directors or any committee thereof, but they may be reimbursed for certain expenses in connection with transactions in securities;attendance at meetings of our company’s board of directors and (B) is notcommittees thereof.

34
Table of Contents

Limitation of Liability and Indemnification Matters

Our articles of incorporation contain provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Nevada law.

Our articles of incorporation and bylaws authorize our company to provide indemnification to our directors and officers and persons who are or were serving at our request as a brokerdirector, officer, manager or dealer,trustee of another corporation or has been an associated



[22]



person of a brokerpartnership, limited liability company, joint venture, trust or dealer, withinother enterprise to the preceding twelve months, and (C)fullest extent permitted by Nevada law.

Our company has not participatedentered into any indemnification agreement with any of its directors or officers.

No pending litigation or proceeding involving a director, officer, employee or other agent of our company currently exists as to which indemnification is being sought. We are not aware of any threatened litigation that may result in sellingclaims for indemnification by any director, officer, employee or other agent of our company.

We anticipate obtaining director and offering securitiesofficer liability insurance with respect to possible director and officer liabilities arising out of certain matters, including matters arising under the Securities Act. See “Disclosure of SEC Position on Indemnification for any IssuerSecurities Act Liabilities.”

35
Table of Contents

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the beneficial ownership of the Common Stock as of November 13, 2018, by (i) each person known by the Company to be the beneficial owner of 5% or more than once every twelve months otherof the outstanding Common Stock, (ii) each executive officer and director of the Company, and (iii) all of the Company’s executive officers and directors as a group.

Name and Address of Beneficial Owner

 

Amount and

Nature of

Beneficial Ownership (1)

 

 

Percentage

of Class (2)

 

 

 

 

 

 

 

 

Named Directors and Executive Officers

 

 

 

 

 

 

Ong Tee Keat (3)

 

 

614,499,784

 

 

 

43.06%

Nik Ismail bin Nik Yusoff (4)

 

 

1,500,000

 

 

 

0.105%

Abdul Aziz bin Abdul Jaafar(4)

 

 

1,500,000

 

 

 

0.105%

Soh Ooi Tech

 

 

-

 

 

 

-

 

Lok Khing Ming (5)

 

 

73,144,745

 

 

 

5.13%

Calvin Chin

 

 

-

 

 

 

-

 

MW Jason Chan

 

 

-

 

 

 

-

 

SN Loh

 

 

-

 

 

 

-

 

Chantel Chan

 

 

-

 

 

 

-

 

Lew Sze How

 

 

-

 

 

 

-

 

Directors and Executive Officers as a Group

 

 

690,644,529

 

 

 

48.40%

 

 

 

 

 

 

 

 

 

5% Shareholders

 

 

 

 

 

 

 

 

Ong Tee Keat (3)

 

 

614,499,784

 

 

 

43.06%

Lok Khing Ming (5)

 

 

73,144,745

 

 

 

5.13%

My Premier Trustee (Malaysia) Berhad

 

 

182,159,951

 

 

 

12.77%

LYF & Son Realty Sdn. Bhd. (6)

 

 

375,000,000

 

 

 

26.28%

Liew Chin Loong

 

 

75,000,000

 

 

 

5.26%

 

 

 

 

 

 

 

 

 

All 5%+ Shareholders as a Group

 

 

1,319,804,480

 

 

 

92.49%

__________ 

(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on November 13, 2018. As of November 13, 2018, there were 1,426,927,346 shares of our company's common stock issued and outstanding.

36
Table of Contents

(2)

Based on 1,426,927,346 shares of Common Stock issued and outstanding as of November 13, 2018.

(3)

Effective December 13, 2016, Mr. Ong was appointed Chairman of the Board and CEO of the Company. As of August 28, 2018, included in his 617,562,784 shares are 33,500,000 shares in his name personally, and in three separate trusts held by professional fiduciaries for the sole benefit of Mr. Ong: (1) 80,641,369 shares held by Fidserv Limited (“Fidserv”): (2) 164,427,652 shares held by Global Asset Trustee (Malaysia) Berhad (“GATB”); and (3) 338,993,763 shares held by Global Fiduciary Services Limited Central (“GFS”), collectively (the “Ong Trusts”). Among the Ong Trusts, Fidserv owns a total of 82,687,500 shares of which 2,046,131 shares are held by 82 subscribers (“Subscribers”) who purchased certificates of trust (the “Certificates of Trust”) from Mr. Ong through a series of arm’s length transactions. GATB owns a total of 192,937,500 shares of which 28,509,848 shares are held by 1,199 Subscribers who purchased Certificate of Trust from the trust. GFS owns a total of 391,750,000 shares of which 52,756,237 shares are held by 1,755 Subscribers who purchased Certificate of Trust from Mr. Ong. The Subscribers will become the beneficial owners once they surrender their Certificates of Trust to their respective Ong Trust in exchange for their pro rata shares held on their behalf. None of the Subscribers is a U.S. person or owns more than 5% of the outstanding common stock of the Company. The following table illustrates the ownership of the Ong Trusts:

Owner

 

Fidserv

 

 

GATB

 

 

GFS

 

Total Number of Shares held in Trust

 

 

82,687,500

 

 

 

192,937,500

 

 

 

391,750,000

 

Total Number of Shares held in trust for Mr. Ong

 

 

80,641,369

 

 

 

164,364,652

 

 

 

338,993,763

 

Total Number of Shares held in trust for Subscribers

 

 

2,046,131

 

 

 

28,509,848

 

 

 

52,756,237

 

Total Number of Subscribers in each Trust

 

 

82

 

 

 

1,199

 

 

 

1,755

 

On October 29, 2018, the Fidserv professional trustees transferred 80,641,369 shares of NAMI common stock held by Fidserv for the sole benefit of Mr. Ong directly to Mr. Ong’s person. Currently, Fidserv holds 2,046,131 shares of NAMI common stock held in Fidservtrust for the benefit of 82 Subscribers who acquired the shares from Mr. Ong at arm’s length. Mr. Ong disclaims beneficial ownership and voting and dispositive control of the remaining 2,046,131 shares held by Fidserv in trust for the Subscribers.

On August 29,2018, the GATB professional trustees transferred 164,364,652 shares of NAMI common stock held by GATB for sole benefit of Mr. Ong directly to Mr. Ong’s person. In addition, on October 19, 2018 GATB transferred 63,000 shares of stock held by GATB for sole benefit of Mr. Ong to third parties. Currently, GATB holds 28,509,848 shares of NAMI common stock held in trust for the benefit of 1,199 Subscribers who acquired the shares from Mr. Ong at arm’s length. Mr. Ong disclaims beneficial ownership and voting and dispositive control of the remaining 28,509,848 shares held by GATB in trust for the Subscribers.

On October 19, 2018, the GFS professional trustees transferred 338,993,763 shares of NAMI common stock held by GFS for sole benefit of Mr. Ong directly to Mr. Ong’s person. Currently, GFS holds 52,756,237 shares of NAMI common stock held in trust for the benefit of 1,755 Subscribers who acquired the shares from Mr. Ong at arm’s length. Mr. Ong disclaims beneficial ownership and voting and dispositive control of the remaining 52,756,237 shares held by GATB for the Subscribers.

(4)

Mr. Ong transferred 1,500,000 shares of our common stock each to Mr. Nik Ismail bin Nik Yusoff and Mr. Abdul Aziz bin Abdul Jaafar respectively on October 19, 2018.

(5)

Lok Khing Ming (“Mr. Lok”), was appointed sole director of GMCI Corp effective December 12, 2014 and then appointed Chairman of GMCI Corp on October 5, 2016. Mr. Lok was appointed as executive director and secretary of NAMI on July 4, 2018. Included in 73,144,745 shares owned by Mr. Lok, are 18,534,726 shares held by My Premier Trustee (Malaysia) Berhad (the “MPT”), 19,706,516 shares held by Leamington Corporation Limited (“Leamington), 9,121,468 shares held by Legacy Fiduciary Services Limited (“Legacy”), and 25,782,035 shares held by EAS Alpha (PTC) Limited (“EAS”) for the sole benefit of Mr. Lok, collectively the Lok Trusts (the “Lok Trusts). Among the Lok Trusts, MPT owns a total of 182,159,951 shares of which 163,625,225 shares are held by 3,087 subscribers (“Subscribers”) who purchased certificates of trust (“Certificates of Trust”) from Mr. Lok. Leamington owns a total of 20,000,000 shares of which 293,484 shares are held by 50 Subscribers who purchased Certificate of Trust from Mr. Lok. Legacy owns a total of 10,000,000 shares of which 878,532 shares are held by 27 Subscribers who purchased Certificate of Trust from Mr. Lok in a series of arm’s length transactions. EAS owns a total of 40,000,000 shares of which 14,217,965 shares are held by 392 Subscribers who purchased Certificate of Trust from Mr. Lok. The Subscribers will become the beneficial owners once they surrender their Certificates of Trust to their respective Lok Trust in exchange for their pro rata shares held on their behalf. None of the Subscribers is a U.S. person or owns more than 5% of the outstanding common stock of the Company. The following table illustrates the ownership of the Lok Trusts:

Owner

 

MPT

 

 

Leamington

 

 

Legacy

 

 

EAS

 

Total Number of Shares held in Trust

 

 

182,159,951

 

 

 

20,000,000

 

 

 

10,000,000

 

 

 

40,000,000

 

Total Number of Shares held in trust for Mr. Lok

 

 

18,534,726

 

 

 

19,706,516

 

 

 

9,121,468

 

 

 

25,782,035

 

Total Number of Shares held in trust for Subscribers

 

 

163,625,225

 

 

 

293,484

 

 

 

878,532

 

 

 

14,217,965

 

Total Number of Subscribers in each Trust

 

 

3,087

 

 

 

50

 

 

 

27

 

 

 

392

 

37
Table of Contents

On October 26, 2018, the EAS professional trustees transferred 25,782,035 shares of NAMI common stock held by EAS for sole benefit of Mr. Lok directly to Mr. Lok’s person. Currently, EAS holds 14,217,965 shares of NAMI common stock held in trust for the benefit of 392 Subscribers. Mr. Lok disclaims beneficial ownership and voting and dispositive control of 14,217,965 shares held by EAS for the Subscribers.

Leamington is in the process of transferring 19,706,516 shares of NAMI common stock held by Leamington for the sole benefit of Mr. Lok directly to Mr. Lok personally. When such transfer is effected, there will remain 293,484 shares of NAMI common stock held in trust for the benefit of 50 Subscribers. Upon completion of this transfer, Mr. Lok will will disclaim the beneficial ownership and voting and dispositive control of the 293,484 shares held by Leamington for the Subscribers.

MPT is also in the process of transferring 18,534,726 shares of NAMI common stock held by MPT for sole benefit of Mr. Lok directly to Mr. Lok personally. When this transfer is effected, the 163,625,225 shares of NAMI common stock will remain in trust held by MPT for the benefit of 3,087 Subscribers. Upon completion of this transfer, Mr. Lok will disclaim the beneficial ownership and voting and dispositive control of the 163,625,225 shares held by MPT for the Subscribers.

Finally, Legacy is also in the process of transferring 9,121,468 shares of NAMI common stock held by in trust by Legacy for sole benefit of Mr. Lok directly to Mr. Lok personally. When this transfer is effective the 878,532 shares of NAMI common stock will remain in trust held by Legacy for the benefit of 27 Subscribers. Upon completion of this transfer, Mr. Lok will disclaim the beneficial ownership and voting and dispositive control of the 878,532 shares held by Legacy for the Subscribers.

(6)

LYF & Son Realty Sdn. Bhd (“LYFS”) owns 375,000,000 shares of NAMI. Included in the 375,000,000 shares owned by LYFS, Dato Chin Wai Leong owns 51% of the shares of LYFS while Madam Liew Yoke Foong owns the remaining 49%. Both Dato Chin Wai Leong and Madam Liew Yoke Foong have voting and dispositive control over the shares held by LYFS. Included in LYFS 375,000,000 shares are 325,000,000 shares held in its name and 50,000,000 shares held by Legacy Fiduciary Services Limited for the sole benefit of LYFS.

38
Table of Contents

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Share Exchange Agreement

On July 4, 2018 the Company, entered into a Share Exchange Agreement with GMCI, the sole shareholder SBS, a Malaysian corporation whose primary business is mining and exploration of properties located in relianceMalaysia. Pursuant to the Share Exchange Agreement, the Company acquired 600,000 shares of capital stock of SBS from the GMCI and in exchange issued 720,802,346 restricted shares of its common stock to GMCI.

The 600,000 shares of SBS constituted all of the issued and outstanding shares of SBS and was held by GMCI. Mr. Lok Khing Ming is executive director of our Company and beneficially owned 10.15% of GMCI, or 73,165,365 GMCI shares. Pursuant to the Share Exchange Agreement, through GMCI who disclaims beneficial ownership in favor of Mr. Lok, Mr. Lok beneficially owned 5.13%, or 73,165,365 shares of the Company's common stock; As a result of the Share Exchange Agreement, SBS became a wholly owned subsidiary of the Company and the Company now carries on Paragraphs (a)(4)(i)the business of SBS as its primary business. The closing of the Share Exchange Agreement occurred on July 12, 2018.

Advance Payment on Mineral Trading – Related Party

In the year ended June 30, 2016, the Company advanced to Sincere Pacific Mining Sdn. Bhd. approximately $614,000 (RM 2,774,000) for the purpose of commencing bauxite trading and financing activities. In that same period, the Company impaired all but $186,372 (RM 800,000). During the year ended June 30, 2018, the Company received two repayments of RM 500,000 and RM 300,000 respectively, which reduced the amounts of the advance not impaired during the fiscal year ended June 30, 2016 to nil as of June 30, 2018. Should the Company, in future periods, collect further amounts under the trading program from its original advance, those amounts will be shown as income in the financial statements of the Company.

During the year ended June 30, 2018 the Company earned revenue from its bauxite trading activities and concluded shipments for an additional 60,000 tonnes of gross washed bauxite (net dry weight of 49,006 tonnes) for net commissions of $51,534 converted at agreed rates of conversion to RM of between 3.857 and 4.3021 for total proceeds of RM 210,005, after adjustment for certain offset required.

Advances from Related Parties / Related Parties Transactions

Advances from related parties:

 

 

June 30,

 

 

June 30,

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

 

Advances from its Directors

 

$1,066,278

 

 

$1,086,254

 

Advances from related party

 

 

189,795

 

 

 

-

 

Advances from holding company

 

 

740,091

 

 

$657,465

 

Total

 

$1,996,164

 

 

$1,743,719

 

Directors of the Company have leased shared office space for corporate operations the cost of which is $350 (RM 1,500 per quarter), the use of which is provided to the Company free of charge by our directors. We have recorded an amount of $Nil and $1,400 as contributed capital during the fiscal year ended June 30, 2018 and 2017.

During the year ended June 30, 2018 and 2017, the Company was advanced cash proceeds in the amount of $257,672 and $893,748, respectively, by directors or (a)(4)(iii).entities with common directors to meet operational shortfalls. In addition during the year ended June 30, 2018 and 2017 related parties were repaid, in cash, $281,783, and $637,915, respectively. During the year ended June 30, 2018 and 2017, the Company was advanced $162,008 and $159,386, respectively, for payment of expenses directly to vendors by related parties.


The Company has imputed interest at the rate of approximately 6.5% on the advances made to the Company in the amount of $100,715 during the year ended June 30, 2017, and has imputed interest at the rate of approximately 6.5% on the advances made to the Company in the amount of $123,898 during the year ended June 30, 2018.

Negotiation with Nami Development Capital Sdn Bhd

In addition, we are currently in negotiations with a related entity, Nami Development Capital Sdn Bhd (“NDC”), to enter into a management services agreement or relationship in which NDC provides us with executive, technical and without limiting the foregoing,support staff, offices and other resources, instead of the Company will be subject to applicable provisions, ruleshiring and regulations under the Exchange Act with regard to security transactions during the periodacquiring all of those resources directly. At this time, when this Registration Statementthose negotiations are still in preliminary stages, and no estimate is effective.currently available for our expected costs.


39
Table of Contents

Pack Fuerte will pay for all expenses incidental to the registration of the shares (including registration pursuant to the securities laws).


DESCRIPTION OF SECURITIES TO BE REGISTEREDCAPITAL STOCK


WeThe Company’s authorized capital stock consists of 5,000,000,000 common shares with a par value of $0.001 per share. No Preferred Shares have 11,500,000 shares of our common stock issued and outstanding as the date of this prospectus. There is currently no public market for our common stock and there can be no guarantee that any such market will ever develop.been authorized or issued. 


Common Stock


Our authorized capital stock consists of 75,000,000 sharesThe holders of common stock par value $0.001are entitled to one vote per share. Theshare on all matters submitted to a vote of the shareholders. In addition, the holders are entitled to receive dividends ratably, if any, as may be declared from time to time by the board of directors out of legally available funds. In the event of our dissolution, liquidation or winding-up, the holders of our common stock:


·

have equal ratable rights to dividends from funds legally available if and when declared by our Board of Directors;


·

stock are entitled to share ratably in all the assets remaining after payment of all our assets available forliabilities and subject to the prior distribution to any senior securities that may be outstanding at that time. The holders of common stock upon liquidation, dissolution or winding up of our affairs;


·

do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights;


·

and are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.


We refer you to the Bylaws of our Articles of Incorporation and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of our securities.


Preemptive Right


No holder of any shares of Pack Fuerte, Inc. stock has preemptive or preferential rights to acquire or subscribe for any unissued shares of any class of stock or any unauthorized securities convertible into or carrying any right, option or warrant to subscribe for or acquire shares of any class of stock not disclosed herein.




[23]



Non-Cumulative Voting


Holders of shares of our common stock do not have cumulative voting rights which means that theor preemptive or other rights to acquire or subscribe for additional, unissued or treasury shares. The holders of more than 50% of thesuch outstanding shares, voting for theat an election of directors can elect all of the directors to be elected,on the board of directors if they so choose and, in such event, the holders of the remaining shares will not be able to elect any of ourthe directors. After this offering is completed, our sole officer and director will own approximately 62.8% of our outstanding shares.


Preferred Stock


The Company has no class of capital stock designated as preferred stock.



Cash Dividends


As of the date of this prospectus, weWe have not declared or paid any cash dividends to stockholders.our shareholders. The declaration of any future cash dividend will bedividends is at the discretion of our Board of Directors and will dependdepends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.


Dividend PolicyTransfer Agent and Registrar


The paymentOur independent stock transfer agent is Clear Trust, located at 16540 Pointe Village Drive, Suite 205, Lutz, Florida 33558.

Nevada Anti-Takeover Statutes

Nevada law provides that an acquiring person who acquires a controlling interest in a corporation may only exercise the voting rights of control shares if those voting rights are conferred by usa majority vote of dividends, if any, in the future rests within the discretion of our Board of Directors and will depend, among other things, upon our earnings, capital requirements and financial condition, as well as other relevant factors. We have not paid any dividends since our inception and we do not intend to pay any cash dividends in the foreseeable future, but intends to retain all earnings, if any, for use in our business.


Anti-Takeover Provisions


ANTI-TAKEOVER EFFECTS OF CERTAIN PROVISIONS OF NEVADA STATE LAW HINDER A POTENTIAL TAKEOVER OF THE COMPANY.


Though not now, we may be or 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 200corporation’s disinterested stockholders at a special meeting held upon the request of the acquiring person. If the acquiring person is accorded full voting rights and acquires control shares with at least 100a majority of whomall the voting power, then stockholders who did not vote in favor of authorizing voting rights for those control shares 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, butentitled to payment for the control share law,fair value of such stockholders’ shares. A “controlling interest” is an interest that is sufficient to enable the acquiring person to exercise the following proportionsat least one-fifth 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 suchdirectors. “Control shares” are outstanding voting power may be direct or indirect, as well as individual or in association with others.


The effect of the control share law isshares 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



[24]



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 onceor associated persons acquire or offer to acquire in an acquisition and those rights have been approved. If the stockholders do not grant voting rights to the control shares acquired byduring the 90-day period before the person involved became 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.person.


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 corporation.


In addition to the control share law, Nevada has a business combination law which 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 directors approves the combination in advance. For purposesThese provisions of Nevada law an "interested stockholder"apply only to “issuing corporations” as defined therein. An “issuing corporation” is any person who is (i) the beneficial owner,a Nevada corporation that (a) has 200 or more stockholders, with at least 100 of such stockholders being both stockholders of record and residents of Nevada, and (b) does business in Nevada directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (ii)through 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 theaffiliated 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 the Company from doing so if it cannot obtain the approval of our board of directors.


Stock Transfer Agent


We have not engaged the services of a transfer agent at this time. However, within the next twelve months we anticipate doing so. Until such time as a transfer agent is retained, Pack Fuerte will act as its own transfer agent.


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, a substantial 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.



[25]



The financial statements included in this prospectus and the registration statement have been audited by Seale and Beers, CPAs, LLC, 50 So. Jones, Second Floor, Las Vegas, NV 89107, to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement. The financial statements are included in reliance on such report given upon the authority of said firm as experts in auditing and accounting.

Law Offices of Thomas E. Puzzo, PLLC, 3823 44th Ave. NE, Seattle, Washington 98105,our independent legal counsel, has provided an opinion on the validity of our common stock.


INFORMATION WITH RESPECT TO REGISTRANT

Introduction


On September 05, 2012, Mr. Miguel Alonso Peralta, former sole officer and director incorporated Pack Fuerte, Inc. in the State of Nevada. On November 26, 2012 Mr. Peralta had resigned his positions as sole officer and director of Pack Fuerte, Inc. and Mr. Bunloet Sriphanorm had been appointed as the new sole officer and director. November 30th has been established as the Companys fiscal year end.


The objective of this corporation is to develop a built in safe with a combination lock that can store personal and or valuable items, inside of backpacks, carry-on luggage and suitcases. We plan on generate revenue licensing our concept of Pack Fuerte products to luggage manufacturing companies, after our prototype (s) is fully developed.


As of the date of this prospectus, we do not have 100 stockholders of record that are residents of Nevada. Therefore, these provisions of Nevada law do not yet developedapply to acquisitions of our products. Furthermore, we haveshares and will not contactedso apply until such time as both of the foregoing conditions are satisfied. At such time as these provisions of Nevada law may apply to us, they may discourage companies or persons interested in acquiring a significant interest in or control of our company, regardless of whether such acquisition may be in the interest of our stockholders.

Nevada law also restricts the ability of a corporation to engage in any luggage companycombination with an interested stockholder for three years from when the interested stockholder acquires shares that cause the stockholder to become an interested stockholder, unless the combination or developer, we havepurchase of shares by the interested stockholder is approved by the board of directors before the stockholder became an interested stockholder. If the combination was not yet implemented our business model and to date we have generated no revenues.previously approved, then the interested stockholder may only effect a combination after the three-year period if the stockholder receives approval from a majority of the disinterested shares or the offer satisfies certain fair price criteria.


An “interested stockholder” is a person who is:

·the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding voting shares of the corporation; or

·an affiliate or associate of the corporation and, at any time within three years immediately before the date in question, was the beneficial owner, directly or indirectly of 10% or more of the voting power of the then outstanding shares of the corporation.

40
Table of Contents

Our business office is located at 99 Village no. 12, Khok Kruad Sub-District, Mueang Nakhon  Ratchasima District Nakhon Ratchasima Province, 30280 Thailand; our telephone number is (702)331-8633articles of incorporation and our fax number is (702) 446-8233. Our United States and registered statutory office is located at 2360 Corporate Circle, Suite 400, Henderson, Nevada, 89074, telephone number (702) 866-2500.bylaws do not exclude us from these restrictions.


FUERTE has no plans to change its business activities or to partner with another business and is not aware of any circumstances or events that might cause this plan to change.


Market Opportunity


The Company believes that our products, once developed, would attract clients because of its convenience, security and economy:


·

Convenience: our products would enable the user to open the combination lock storage safe from the outside of their bags and insert their valuables without having to open their luggage. Also, they would always have a safe available for their trips.

·

Security: Our products would prevent petty theft of their valuables. The only way to have something stolen would be to take the whole luggage, which would make it very obvious.



[26]



·   Economy: many hotels have a safe in their rooms for guest use, however, there can be additional charges.


Business women and men who travel may often have visitors in their hotel room, may be traveling with an unreliable companion (eg. minor children who take cash or credit cards from wallets without parental consent or as simple as, housekeeping while the guest is absent).


We also believe that our security product is innovative and it could be of great interest for the general public and it could be excellent for the manufacturer to offer security products, which could increase their sales.


Description of Our Services


Pack Fuerte, Inc. intends to develop a built in safe with a combination lock that can store personal and or valuable items, inside of backpacks, carry-on luggage and suitcases. This safe would be assessable from the outside of the luggage for inserting valuables and the inserted items would be only recoverable from the inside.


To-be-developed safe would be/have:

-

built-in, inside of luggage, using light weight, resistant plastic material.

-

The storage Safe will cover the height and width dimensions of the luggage.

-

depth measurement would be based on a comfortable space for larger items such as a laptop.

-

covered with the original design of the inside of the luggage, which would give it a camouflage effect. This cover would have a zipper or Velcro opening.

-

Combination lock for our Safes will be similar in looks and use, to the existing ones already being used on existing luggage locks for that particular baggage company.

-

an opening designed to access all the contents placed in the safe from the inside.

-

an opening system on the outside of the luggage that would allow valuables to be inserted, but restricted from being taken out, through the outside of the bags.

We plan on generate revenue licensing our to-be-developed products to luggage manufacturing companies, after our prototype(s) is fully developed.


We expect to start generating revenues only after we are able to successfully implement our plan of operation.


According to our 12 months long Plan of Operation, we expect to dedicate the first 9 months on our Development phase. The months 9 and 10 are planned to be devoted to test our prototype(s). This would be our Testing phase. The months 10 to 12These provisions are intended to be devoted to our Selling phase: we intend to search for Luggage manufacturesenhance the likelihood of continuity and license our products. We intend to license it for 15%stability in perpetuitythe composition of the grossboard of directors and in the policies formulated by the board of directors and to discourage some types of transactions that may involve the actual or threatened change of control of our company. These provisions are designed to reduce our vulnerability to an unsolicited proposal for the potential restructuring or sale of all or a part of our company. However, these provisions could discourage potential acquisition proposals and could delay or prevent a change in control of our company. They also may have the effect of preventing changes in our management.

SELLING STOCKHOLDERS

The following table presents information regarding the selling stockholders and the shares of our common stock that may be sold by them pursuant to this prospectus. Within the past three years, Mr. Ong who is chairman of our company was beneficial owner of Global Asset Trustee (Malaysia) Berhad (“GATB”), Fidserv Limited (“Fidserv”), and Global Fiduciary Services Limited (“GFS”). Mr. Ong disclaimed beneficial ownership and voting and dispositive control over the shares held by selling shareholders of GATB, Fidserv and GFS when his personal shares were spun off from those trusts in August and October 2018. Within the past three years, Mr. Lok, who is executive director of our company was beneficial owner of My Premier Trustee (Malaysia) Berhad (“MPT”), Leamington Corporation Limited (“Leamington”), Legacy Fiduciary Services Limited (“Legacy”), and EAS Alpha (PTC) Limited (“EAS”). Mr. Lok disclaimed beneficial ownership and voting and dispositive control over the shares held by selling shareholders of EAS when his personal shares were spun off from those trusts in October 2018. Mr. Lok remains to be beneficial owner of selling shareholders of MPT, Leamington and Legacy. Mr. Lok will disclaim beneficial ownership and voting and dispositive control over shares held by selling shareholders of MPT, Leamington and Legacy after his personal shares are spun off from those trusts. No selling stockholder that is not a natural person is a broker-dealer or an affiliate of a broker-dealer.

Our company issued the shares being offered for resale pursuant to this prospectus to the selling stockholders in a distribution of stock dividend we effected in August 2018 and in private placements that we effected from April to September 2017. Our company did not issue shares in such private placements to persons other than the selling stockholders.

NAME

 

Number of Shares of Common Stock Beneficially Owned Prior to Offering (1)

 

 

Number of Shares of Common Stock Being Offered

 

 

Number of Shares of Common Stock Beneficially Owned After the Offering (1)

 

 

Percentage Beneficially Owned After the Offering (1)

 

GLOBAL ASSET TRUSTEE (MALAYSIA) BERHAD

 

 

28,509,848

 

 

 

28,509,848

 

 

 

0

 

 

 

0%

FIDSERV LIMITED

 

 

2,046,131

 

 

 

2,046,131

 

 

 

0

 

 

 

0%

GLOBAL FIDUCIARY SERVICES LIMITED

 

 

52,756,237

 

 

 

52,756,237

 

 

 

0

 

 

 

0%

AMMAR ROSHIDY SURINDER BIN ABDULLAH

 

 

47,563

 

 

 

47,563

 

 

 

0

 

 

 

0%

MEGAT ABDULLAH RAHMAN BIN MEGAT AHMAD

 

 

366,593

 

 

 

366,593

 

 

 

0

 

 

 

0%

AZMI BIN ABU BAKAR

 

 

131,636

 

 

 

131,636

 

 

 

0

 

 

 

0%

JOSEPH KOW HOCK BENG

 

 

119,743

 

 

 

119,743

 

 

 

0

 

 

 

0%

HE BIN

 

 

26,127

 

 

 

26,127

 

 

 

0

 

 

 

0%

WAN TEIK BOO

 

 

6,952

 

 

 

6,952

 

 

 

0

 

 

 

0%

YANG CAO

 

 

40,000

 

 

 

40,000

 

 

 

0

 

 

 

0%

LEE AH CHAI

 

 

95,827

 

 

 

95,827

 

 

 

0

 

 

 

0%

CHOONG KOOI CHEE

 

 

29,523

 

 

 

29,523

 

 

 

0

 

 

 

0%

SIVAGNANAM A/L CHELLIAH

 

 

169,810

 

 

 

169,810

 

 

 

0

 

 

 

0%

CHEN XI LIN

 

 

40,000

 

 

 

40,000

 

 

 

0

 

 

 

0%

QI CHEN

 

 

62,000

 

 

 

62,000

 

 

 

0

 

 

 

0%

OOI BEE CHENG

 

 

20,202

 

 

 

20,202

 

 

 

0

 

 

 

0%

CHOO HOCK CHIN

 

 

184,484

 

 

 

184,484

 

 

 

0

 

 

 

0%

41
Table of Contents

LEE POH CHIN

 

 

5,000

 

 

 

5,000

 

 

 

0

 

 

 

0%

SIEW YEW CHIN

 

 

20,612

 

 

 

20,612

 

 

 

0

 

 

 

0%

WANG CHIN YANG

 

 

20,000

 

 

 

20,000

 

 

 

0

 

 

 

0%

POH CHEE CHING

 

 

14,216

 

 

 

14,216

 

 

 

0

 

 

 

0%

KEONG LEE CHOO

 

 

28,427

 

 

 

28,427

 

 

 

0

 

 

 

0%

LOW HOCK CHUAN

 

 

20,116

 

 

 

20,116

 

 

 

0

 

 

 

0%

CHONG SOW CHUN

 

 

20,000

 

 

 

20,000

 

 

 

0

 

 

 

0%

LI CHUN ZHEN

 

 

40,000

 

 

 

40,000

 

 

 

0

 

 

 

0%

YAO DIAN YUN

 

 

1,200,000

 

 

 

1,200,000

 

 

 

0

 

 

 

0%

EAS ALPHA (PTC) LIMITED

 

 

14,217,965

 

 

 

14,217,965

 

 

 

0

 

 

 

0%

LEE MEI FEN

 

 

40,000

 

 

 

40,000

 

 

 

0

 

 

 

0%

LI XIU FEN

 

 

180,112

 

 

 

180,112

 

 

 

0

 

 

 

0%

LIANG BING FENG

 

 

41,020

 

 

 

41,020

 

 

 

0

 

 

 

0%

CHAN POH GAIK

 

 

6,446

 

 

 

6,446

 

 

 

0

 

 

 

0%

TAN SHAU GHEE

 

 

24,585

 

 

 

24,585

 

 

 

0

 

 

 

0%

KHOO HOCK GUAN

 

 

142,156

 

 

 

142,156

 

 

 

0

 

 

 

0%

TAN KOON GUAN

 

 

75,510

 

 

 

75,510

 

 

 

0

 

 

 

0%

CHEN GUANG HE

 

 

215,000

 

 

 

215,000

 

 

 

0

 

 

 

0%

ANG BEE GUAT

 

 

6,955

 

 

 

6,955

 

 

 

0

 

 

 

0%

KHAMSUNG GURUNG

 

 

200,000

 

 

 

200,000

 

 

 

0

 

 

 

0%

LEE THOO HAI

 

 

52,874

 

 

 

52,874

 

 

 

0

 

 

 

0%

TUN HISAN BIN TUN HAMZAH

 

 

772,439

 

 

 

772,439

 

 

 

0

 

 

 

0%

FOONG ZI HAO

 

 

20,000

 

 

 

20,000

 

 

 

0

 

 

 

0%

TAN GAIK HEAH

 

 

14,057

 

 

 

14,057

 

 

 

0

 

 

 

0%

TAN TEE HENG

 

 

38,676

 

 

 

38,676

 

 

 

0

 

 

 

0%

LEE AH NYA @ LEE EAN HIA

 

 

13,946

 

 

 

13,946

 

 

 

0

 

 

 

0%

TIONG CHAI HIN

 

 

36,000

 

 

 

36,000

 

 

 

0

 

 

 

0%

OOI SIEW HIOK

 

 

13,946

 

 

 

13,946

 

 

 

0

 

 

 

0%

NEOH CHOOI HOAY

 

 

12,864

 

 

 

12,864

 

 

 

0

 

 

 

0%

LEE MEE HONG

 

 

26,429

 

 

 

26,429

 

 

 

0

 

 

 

0%

LOW KOCK HONG

 

 

5,000

 

 

 

5,000

 

 

 

0

 

 

 

0%

LIM AH HOOI

 

 

69,051

 

 

 

69,051

 

 

 

0

 

 

 

0%
 
42
Table of Contents

YEOH SIEW HOON

 

 

98,960

 

 

 

98,960

 

 

 

0

 

 

 

0%

WANG HSING CHIAO

 

 

40,000

 

 

 

40,000

 

 

 

0

 

 

 

0%

CHAN SOOK HUN

 

 

20,348

 

 

 

20,348

 

 

 

0

 

 

 

0%

FIONA TAN EI HWA

 

 

24,585

 

 

 

24,585

 

 

 

0

 

 

 

0%

LIM BEE HWA

 

 

42,414

 

 

 

42,414

 

 

 

0

 

 

 

0%

TEY SEOK HWA

 

 

101,695

 

 

 

101,695

 

 

 

0

 

 

 

0%

TAN SHAU HWAI

 

 

171,562

 

 

 

171,562

 

 

 

0

 

 

 

0%

DATIN FAZIMAH BINTI DATO HAJI ISMAIL

 

 

197,352

 

 

 

197,352

 

 

 

0

 

 

 

0%

MOHD NAWAWI BIN ISMAIL

 

 

41,212

 

 

 

41,212

 

 

 

0

 

 

 

0%

SARINRAT JANTHANAJINDA

 

 

40,000

 

 

 

40,000

 

 

 

0

 

 

 

0%

LIU CHEA JEAN

 

 

90,653

 

 

 

90,653

 

 

 

0

 

 

 

0%

SHEN CHANG JIAN

 

 

4,535

 

 

 

4,535

 

 

 

0

 

 

 

0%

LI JING

 

 

199,275

 

 

 

199,275

 

 

 

0

 

 

 

0%

TAO JING

 

 

27,457

 

 

 

27,457

 

 

 

0

 

 

 

0%

HUANG JUI CHIN

 

 

40,000

 

 

 

40,000

 

 

 

0

 

 

 

0%

VALYETHAM A/L KARUPPAN

 

 

97,853

 

 

 

97,853

 

 

 

0

 

 

 

0%

ZALIHA BTE KASSIM

 

 

603,723

 

 

 

603,723

 

 

 

0

 

 

 

0%

BALVINDERJIT KAUR A/P GURPAL SINGH

 

 

257,840

 

 

 

257,840

 

 

 

0

 

 

 

0%

WOON POW KENG

 

 

40,000

 

 

 

40,000

 

 

 

0

 

 

 

0%

LIM JOK KIEOW

 

 

130,919

 

 

 

130,919

 

 

 

0

 

 

 

0%

LIM FONG KIM

 

 

20,000

 

 

 

20,000

 

 

 

0

 

 

 

0%

KUN KUEI SHIAN

 

 

40,000

 

 

 

40,000

 

 

 

0

 

 

 

0%

KUO EN CHUN

 

 

90,000

 

 

 

90,000

 

 

 

0

 

 

 

0%

CHANDRAN A/L RAMAN KUTTY

 

 

137,010

 

 

 

137,010

 

 

 

0

 

 

 

0%

TAI KWAN

 

 

80,000

 

 

 

80,000

 

 

 

0

 

 

 

0%

KWOK YIK KAN JIMMY

 

 

40,000

 

 

 

40,000

 

 

 

0

 

 

 

0%

WONG YEW KWONG

 

 

16,977

 

 

 

16,977

 

 

 

0

 

 

 

0%

LEE GIOK LAI

 

 

16,977

 

 

 

16,977

 

 

 

0

 

 

 

0%

GOH SIEW LAY

 

 

13,446

 

 

 

13,446

 

 

 

0

 

 

 

0%

LEAMINGTON CORPORATION LIMITED

 

 

20,000,000

 

 

 

293,484

 

 

 

19,706,516

 

 

 

1.38%

TAN GEOK LEAN

 

 

11,157

 

 

 

11,157

 

 

 

0

 

 

 

0%

LAI CHONN LEE

 

 

227,425

 

 

 

227,425

 

 

 

0

 

 

 

0%
 
43
Table of Contents

LEGACY FIDUCIARY SERVICES LIMITED

 

 

60,000,000

 

 

 

878,532

 

 

 

59,121,468

 

 

 

4.143%

CAO LEI

 

 

10,000

 

 

 

10,000

 

 

 

0

 

 

 

0%

SI LEI

 

 

258,281

 

 

 

258,281

 

 

 

0

 

 

 

0%

LOH SIEW LENG

 

 

26,429

 

 

 

26,429

 

 

 

0

 

 

 

0%

NG SIN LENG

 

 

6,464

 

 

 

6,464

 

 

 

0

 

 

 

0%

ZHANG YU LI

 

 

14,338

 

 

 

14,338

 

 

 

0

 

 

 

0%

CHEN GUI LIAN

 

 

31,547

 

 

 

31,547

 

 

 

0

 

 

 

0%

GOOI KIM LIAN

 

 

125,843

 

 

 

125,843

 

 

 

0

 

 

 

0%

WOON LIAN

 

 

42,061

 

 

 

42,061

 

 

 

0

 

 

 

0%

CHAN SAW LEW @ CHAN SAW LIEW

 

 

67,730

 

 

 

67,730

 

 

 

0

 

 

 

0%

ERNA LIM

 

 

20,000

 

 

 

20,000

 

 

 

0

 

 

 

0%

CHAN CHOO LIN

 

 

40,000

 

 

 

40,000

 

 

 

0

 

 

 

0%

HO CHIEW LIN

 

 

20,000

 

 

 

20,000

 

 

 

0

 

 

 

0%

JACALYN KOW LYN LIN

 

 

13,626

 

 

 

13,626

 

 

 

0

 

 

 

0%

SOO SHIH LING

 

 

10,000

 

 

 

10,000

 

 

 

0

 

 

 

0%

XIN CHANG LING

 

 

14,281

 

 

 

14,281

 

 

 

0

 

 

 

0%

LIEW CHIN LOONG

 

 

75,000,000

 

 

 

27,500,000

 

 

 

47,500,000

 

 

 

3.329%

ANNA PUSHPAM A/P LOURDESAMY

 

 

26,155

 

 

 

26,155

 

 

 

0

 

 

 

0%

SU PING MA

 

 

16,000

 

 

 

16,000

 

 

 

0

 

 

 

0%

M.MAHADEVAN A/L A. MAHALINGAM

 

 

1,594,469

 

 

 

1,594,469

 

 

 

0

 

 

 

0%

M BALAKRISHNAN A/L MARIAPPEN

 

 

25,455

 

 

 

25,455

 

 

 

0

 

 

 

0%

WAN FOONG MEI

 

 

40,000

 

 

 

40,000

 

 

 

0

 

 

 

0%

HUANG MIN TZU

 

 

40,000

 

 

 

40,000

 

 

 

0

 

 

 

0%

YUE LI MING

 

 

55,618

 

 

 

55,618

 

 

 

0

 

 

 

0%

MY PREMIUM TRUSTEE (MALAYSIA) BERHAD

 

 

182,159,951

 

 

 

163,625,225

 

 

 

18,534,726

 

 

 

1.299%

KRISHNAMOORTHY A/L NADESAN

 

 

164,779

 

 

 

164,779

 

 

 

0

 

 

 

0%

KAMALA A/P KOCHAPPAN NAIR

 

 

136,171

 

 

 

136,171

 

 

 

0

 

 

 

0%

NORDIANA BINTI NASARUDDIN

 

 

41,950

 

 

 

41,950

 

 

 

0

 

 

 

0%

YEOP TOO NGUK @ YEIK CHOR NGUK

 

 

64,000

 

 

 

64,000

 

 

 

0

 

 

 

0%

CHAN SOH NOOI @ SOO NOOI

 

 

114,758

 

 

 

114,758

 

 

 

0

 

 

 

0%

WANG DA PENG

 

 

260,755

 

 

 

260,755

 

 

 

0

 

 

 

0%

TAN YEAN PHING

 

 

76,364

 

 

 

76,364

 

 

 

0

 

 

 

0%

TAN SIEW POH

 

 

18,519

 

 

 

18,519

 

 

 

0

 

 

 

0%

MADAVAN A/L PONNIAH

 

 

745,682

 

 

 

745,682

 

 

 

0

 

 

 

0%

CHEN QI

 

 

50,000

 

 

 

50,000

 

 

 

0

 

 

 

0%

QING SI QIONG

 

 

20,000

 

 

 

20,000

 

 

 

0

 

 

 

0%

CHUN MEI QIU

 

 

37,000

 

 

 

37,000

 

 

 

0

 

 

 

0%

HU YONG QUAN

 

 

10,628

 

 

 

10,628

 

 

 

0

 

 

 

0%

RADZUAN BIN A.RAHMAN

 

 

272,109

 

 

 

272,109

 

 

 

0

 

 

 

0%

JANASEKKER A/L RAMAKRISHNAN

 

 

169,992

 

 

 

169,992

 

 

 

0

 

 

 

0%

KANAKARATNAM A/L RAMALOO

 

 

41,110

 

 

 

41,110

 

 

 

0

 

 

 

0%

GEETA A/P RAMANKUTTY

 

 

55,558

 

 

 

55,558

 

 

 

0

 

 

 

0%

HAIZA BT ABDUL RAZAK

 

 

7,074

 

 

 

7,074

 

 

 

0

 

 

 

0%

DWARIKA RIJAL

 

 

400,000

 

 

 

400,000

 

 

 

0

 

 

 

0%

LI XING RONG

 

 

4,000

 

 

 

4,000

 

 

 

0

 

 

 

0%

CHEN RU SHUI

 

 

4,000

 

 

 

4,000

 

 

 

0

 

 

 

0%

LEUNG SHING SAMBEE

 

 

150,000

 

 

 

150,000

 

 

 

0

 

 

 

0%

CHAN SAW SEE

 

 

6,692

 

 

 

6,692

 

 

 

0

 

 

 

0%

KAMALA DEVI A/P K. SENATHIRAJAH

 

 

135,297

 

 

 

135,297

 

 

 

0

 

 

 

0%

TANG CHIN SENG

 

 

63,660

 

 

 

63,660

 

 

 

0

 

 

 

0%

YEOH BEAN SENG

 

 

123,648

 

 

 

123,648

 

 

 

0

 

 

 

0%

RAJU SHAH

 

 

40,000

 

 

 

40,000

 

 

 

0

 

 

 

0%

44
Table of Contents

ZHOU HUA SHAN

 

 

100,000

 

 

 

100,000

 

 

 

0

 

 

 

0%

ZHENG ZHI SHENG

 

 

210,000

 

 

 

210,000

 

 

 

0

 

 

 

0%

HSUEH SHENG YUAN

 

 

40,000

 

 

 

40,000

 

 

 

0

 

 

 

0%

HE SHU

 

 

200,000

 

 

 

200,000

 

 

 

0

 

 

 

0%

SUKBINDER SINGH A/L BASTA SINGH

 

 

266,524

 

 

 

266,524

 

 

 

0

 

 

 

0%

HARON BIN SIRAJ

 

 

60,233

 

 

 

60,233

 

 

 

0

 

 

 

0%

LEE SENG @ LEE KAY SOON

 

 

41,839

 

 

 

41,839

 

 

 

0

 

 

 

0%

SIRIJAYAN A/L SUBRAMANIAM

 

 

77,786

 

 

 

77,786

 

 

 

0

 

 

 

0%

MATHAVY A/P SUGUMARAN

 

 

103,555

 

 

 

103,555

 

 

 

0

 

 

 

0%

CHOONG KOOI SUM

 

 

213,112

 

 

 

213,112

 

 

 

0

 

 

 

0%

FENG CHAO SUN

 

 

5,600

 

 

 

5,600

 

 

 

0

 

 

 

0%

YING RUI SUN

 

 

17,000

 

 

 

17,000

 

 

 

0

 

 

 

0%

YU TAO

 

 

16,500

 

 

 

16,500

 

 

 

0

 

 

 

0%

CHEW SWEE TEONG

 

 

200,000

 

 

 

200,000

 

 

 

0

 

 

 

0%

YEE CHING THAI

 

 

377,002

 

 

 

377,002

 

 

 

0

 

 

 

0%

SOPHIE @ KO LEE KAH THEAM

 

 

212,560

 

 

 

212,560

 

 

 

0

 

 

 

0%

TEH YAH THING

 

 

392,316

 

 

 

392,316

 

 

 

0

 

 

 

0%

FENG SHUN TIAN

 

 

38,440

 

 

 

38,440

 

 

 

0

 

 

 

0%

JUN YAN TIAN

 

 

6,700

 

 

 

6,700

 

 

 

0

 

 

 

0%

ZHENG QI TIAN

 

 

5,000

 

 

 

5,000

 

 

 

0

 

 

 

0%

SOH CHAI TIN

 

 

34,571

 

 

 

34,571

 

 

 

0

 

 

 

0%

YU SHUN TONG

 

 

7,007

 

 

 

7,007

 

 

 

0

 

 

 

0%

TUN MUHAMAD SYAFIQ BIN DATO HAJI TUN

 

 

164,550

 

 

 

164,550

 

 

 

0

 

 

 

0%

SIOW SIEW VOON

 

 

15,862

 

 

 

15,862

 

 

 

0

 

 

 

0%

CHEONG YOKE WAH

 

 

124,000

 

 

 

124,000

 

 

 

0

 

 

 

0%

LIM WAH

 

 

31,290

 

 

 

31,290

 

 

 

0

 

 

 

0%

SAW SAY WAH

 

 

13,553

 

 

 

13,553

 

 

 

0

 

 

 

0%

LI MIN WANG

 

 

30,000

 

 

 

30,000

 

 

 

0

 

 

 

0%

QING HAI WANG

 

 

4,500

 

 

 

4,500

 

 

 

0

 

 

 

0%

SHAN SHAN WANG

 

 

5,000

 

 

 

5,000

 

 

 

0

 

 

 

0%

LIU DA WEI

 

 

62,940

 

 

 

62,940

 

 

 

0

 

 

 

0%

SHIAW TAT WEI

 

 

26,451

 

 

 

26,451

 

 

 

0

 

 

 

0%

SIAK SIEOW WEI

 

 

20,000

 

 

 

20,000

 

 

 

0

 

 

 

0%

WEI XIAO

 

 

13,900

 

 

 

13,900

 

 

 

0

 

 

 

0%

GUANG XU

 

 

5,500

 

 

 

5,500

 

 

 

0

 

 

 

0%

LI JIAN XU

 

 

15,500

 

 

 

15,500

 

 

 

0

 

 

 

0%

ZHENG ZHEN XUAN

 

 

3,500

 

 

 

3,500

 

 

 

0

 

 

 

0%

NG YANG YANG

 

 

38,676

 

 

 

38,676

 

 

 

0

 

 

 

0%

YU YANG

 

 

284,736

 

 

 

284,736

 

 

 

0

 

 

 

0%

LING JAW YANN

 

 

12,000

 

 

 

12,000

 

 

 

0

 

 

 

0%

CHEN WAI YEE

 

 

23,578

 

 

 

23,578

 

 

 

0

 

 

 

0%

HOON YUET YEE

 

 

42,061

 

 

 

42,061

 

 

 

0

 

 

 

0%

YEAP PEI YEE

 

 

104,652

 

 

 

104,652

 

 

 

0

 

 

 

0%

LIU YEN CHI

 

 

40,000

 

 

 

40,000

 

 

 

0

 

 

 

0%

IRENE CHOW SOON YIM

 

 

305,141

 

 

 

305,141

 

 

 

0

 

 

 

0%

YIN YAN CHUN

 

 

40,000

 

 

 

40,000

 

 

 

0

 

 

 

0%

CHEW YEN YIN

 

 

20,342

 

 

 

20,342

 

 

 

0

 

 

 

0%

FOO SOON YIN

 

 

6,557

 

 

 

6,557

 

 

 

0

 

 

 

0%

WONG YUAN YIN

 

 

20,000

 

 

 

20,000

 

 

 

0

 

 

 

0%

JIN FENG YING

 

 

236,479

 

 

 

236,479

 

 

 

0

 

 

 

0%

JU YING

 

 

234,915

 

 

 

234,915

 

 

 

0

 

 

 

0%

NG HUEY YING

 

 

40,000

 

 

 

40,000

 

 

 

0

 

 

 

0%

ZHU QIU YING

 

 

80,572

 

 

 

80,572

 

 

 

0

 

 

 

0%

KONG KIM YOKE

 

 

19,956

 

 

 

19,956

 

 

 

0

 

 

 

0%

WONG POH YOKE

 

 

28,427

 

 

 

28,427

 

 

 

0

 

 

 

0%

CHANG YOU AI

 

 

40,000

 

 

 

40,000

 

 

 

0

 

 

 

0%

KHOO CHEONG YOUNG

 

 

27,106

 

 

 

27,106

 

 

 

0

 

 

 

0%

YU YA PING

 

 

40,000

 

 

 

40,000

 

 

 

0

 

 

 

0%

LO YU HSIA

 

 

40,000

 

 

 

40,000

 

 

 

0

 

 

 

0%

YANG YU HUI

 

 

40,000

 

 

 

40,000

 

 

 

0

 

 

 

0%

ZHANG ZHUO

 

 

42,246

 

 

 

42,246

 

 

 

0

 

 

 

0%

ONG TEE KEAT

 

 

614,499,784

 

 

 

14,200,000

 

 

 

600,299,784

 

 

 

42.069%

*Less than one percent.

______________

(1)The number of shares listed in these columns includes all shares beneficially owned and all options or warrants to purchase shares held, whether or not deemed to be beneficially owned, by the selling stockholder. The ownership percentages listed in these columns include only shares beneficially owned by the listed selling stockholder. Beneficial ownership is determined in accordance with the rules of the SEC. In computing the percentage of shares beneficially owned by a selling stockholder, shares of our common stock subject to options or warrants, or debt convertible into our common stock, held by that selling stockholder that was exercisable or convertible on or within 60 days after the date of this prospectus were deemed outstanding for the purpose of computing the percentage ownership of that selling stockholder. The ownership percentages are calculated assuming that 1,426,927,346 shares of common stock were outstanding on the date of this prospectus.

45
Table of Contents

PLAN OF DISTRIBUTION

The selling stockholders and any of their pledgees, donees, transferees, assignees and successors in interest may, from time to time, sell any or all of their shares of our common stock on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. The sales may be at fixed or negotiated prices. The selling stockholders may use any one or more of the following methods when selling shares:

·ordinary brokerage transactions and transactions in which the broker-dealer solicits investors;

·block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

·purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

·an exchange distribution in accordance with the rules of the applicable exchange;

·privately negotiated transactions;

·to cover short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Securities and Exchange Commission;

·broker-dealers may agree with the selling stockholder to sell a specified number of shares at a stipulated price per share;

·a combination of any of such methods of sale; and

·any other method permitted under applicable law.

The selling stockholders also may sell their shares of our common stock under Rule 144 under the Securities Act or under another exemption from the registration requirements of the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated.

The selling stockholders from time to time may pledge or grant a security interest in some or all of the shares of our common stock owned by them, and, if a selling stockholder defaults in the performance of its secured obligations, then the pledgees or secured parties may offer and sell shares of our common stock from time to time under this prospectus or under an amendment to this prospectus under Rule 424(b)(3) under the Securities Act or other applicable provisions of the Securities Act amending the list of selling stockholders to include the pledgees, the transferees or other successors in interest as selling stockholders under this prospectus.

Upon our company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of our products, but itcommon stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will dependbe filed with the Securities and Exchange Commission, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealers, (ii) the number of shares of our common stock involved, (iii) the price at which such shares of our common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker dealers, where applicable, (v) that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus and (vi) other facts material to the transaction. In addition, upon our company being notified in writing by a selling stockholder that a donee or pledgee intends to sell more than 500 shares of our common stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities law.

46
Table of Contents

The selling stockholders also may transfer shares of our common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The selling stockholders and broker-dealers or agents that are involved in selling the shares of our common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, commissions received by such broker-dealers or agents and profits on the negotiations.


We have not identified any luggage manufacturer or developer at this time; we have not contacted or secured any kind of contract or agreement yet.




[27]



We plan on licensing our concept of Pack Fuerte products to luggage manufacturing companies based in the USA. If necessary and if the Company is generating enough funds (after the implementation of our plan of operation), we intend to hire an American president to run our day-to-day operations in the USA. Mr. Sriphanorm would remain as the companys CEO.


FUERTE believes that the sale of at least 25% of the offered shares herein would allow us to implement our Plan of Operations and our reporting status with the SEC. We expect to try to implement our Plan of Operations even if we sell less than 25%resale of the shares offered herein, with some compromises, but more funds would likelypurchased by them may be necessary (see plan of operations for more details).


Competitive Advantages


Our company has yetdeemed to enterbe underwriting commissions or discounts under the Market and has not developed its products thus far. In orderSecurities Act. Because the selling stockholders may be deemed to enter intobe “underwriters” within the Market, Fuerte has to successfully implement its plan of operations, which is dependent on the success of this offering.


We believe that our concept is innovative and we will have the advantage of being pioneers in this concept. The Company has no knowledge of any direct competitor at this time. However, these statements are solely based on our opinion and there is no data or research to support it.


Marketing


Our goal is to find a suitable luggage manufacturer to license our products as soon as we complete the development of our prototype(s). We intend to use 15% of our net proceeds from this offering for our selling phase (between $1,143.10 and 16,443.10, if we sell between 25% and 100%meaning of the shares offered).


We intend to use the available proceeds to find and negotiate with luggage companies. Our marketing campaign would consist in sending mail and emails to prospected buyers with professional photos and videos of our prototypes. In the case of limited budget, our President would be responsible for the photos and videos (assisted by a paid consultant) and we would focus only in sending emails to prospected buyers, (see our plan of operations for more details).


We have not yet contacted or secured any kind of agreement and/or contract with any third party and we have not identified any potential buyer.


We have not yet contacted or secured any kind of agreement and/or contract with any retailer or supplier.


Intellectual Property


We intend, in due course, subject to legal advice, to apply for trademark protection and/or copyright protection of our future intellectual property and products in the United States.


We intend to aggressively assert our rights trademark and copyright laws to protect our future intellectual property, including product design, product research and concepts and recognized trademarks. These rights are protected through the acquisition of trademark registrations, the



[28]



maintenance of copyrights, and, where appropriate, litigation against those who are, in our opinion, infringing these rights.


While there can be no assurance that registered trademarks and copyrights will protect our proprietary information, we intend to assert our future intellectual property rights against any infringer. Although any assertion of our rights can result in a substantial cost to, and diversion of effort by, our Company, management believes that the protection of our future intellectual property rights is a key component of our operating strategy.

Regulatory Matters


We are unaware of and do not anticipate having to expend significant resources to comply with any governmental regulations of the security equipment industry. However, we still need to verify certifications and possible government approvals needed to execute our business. We are subject to the laws and regulations of those jurisdictions in which we plan to sell our product, which are generally applicable to business operations, such as business licensing requirements, income taxes and payroll taxes. In general, the development and operation of our business is not subject to special regulatory and/or supervisory requirements.



Employees and Employment Agreements


As the date of this prospectus, Pack Fuerte has no permanent staff other than its sole officer and director, Mr. Bunloet Sriphanorm, who is the President and Chairman of the Company. Mr. Sriphanorm is employed elsewhere and has the flexibility to work on Pack Fuerte up to 10 hours per week. He is prepared to devote more time to our operations as may be required. He is not being paid at present.


There are no employment agreements in existence. The Company presently does not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, the Company may adopt plans in the future. Management does not plan to hire additional employees at this time. Our sole officer and director will be responsible for the initial servicing. Once the Company begins building its Internet website, it will hire an independent consultant to build the site. The Company also intends to hire sales representatives initially on a commission only basis to keep administrative overhead to a minimum.


If necessary and if the Company is generating enough funds (after the implementation of our plan of operation), we intend to hire an American president to run our day-to-day operations in the USA. Mr. Sriphanorm would remain as the companys CEO.


Environmental Laws


We have not incurred and do not anticipate incurring any expenses associated with environmental laws.




[29]



AVAILABLE INFORMATION

Once our prospectus is deemed effective weSecurities Act, they will be subject to the informationalprospectus delivery requirements of the Exchange Act which requiresSecurities Act. Discounts, concessions, commissions and similar selling expenses (if any) that can be attributed to the sale of securities will be paid by the selling stockholders and/or the purchasers. Each selling stockholder has represented and warranted to us to file reports, proxy statements and other information withthat such selling stockholder acquired the SEC. Such reports, proxy statements and other information along withsecurities subject to the registration statement includingof which this prospectus is a part in the exhibitsordinary course of such selling stockholder’s business and schedules thereto,that, at the time of its purchase of such securities, such selling stockholder had no agreements or understandings, directly or indirectly, with any person to distribute any of such securities.

We have advised the selling stockholders that they may not use shares of our common stock registered under the registration statement of which this prospectus is a part to cover short sales of our common stock made before the date on which such registration statement has been declared effective by the Securities and Exchange Commission. If any selling stockholder uses this prospectus for any sale of shares of our common stock, such sale will be inspected at public reference facilitiessubject to the prospectus delivery requirements of the SEC at 100 F Street N.E, Washington D.C. 20549. Copies of such material canSecurities Act. Each selling stockholder will be obtained from the Public Reference Section of the SEC at prescribed rates. You may call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Because we file documents electronicallyresponsible to comply with the SEC, you may also obtain this information by visiting the SECs Internet website at http://www.sec.gov.

Reports to Security Holders


After we complete this offering, we will not be required to furnish you with an annual report. Further, we will not voluntarily send you an annual report. We will be required to file reports with the SEC under section 13 (a) or 15(d)applicable provisions of the Exchange Act (supplementary and periodic information for an issuer which shall file a registration statement which has become effective pursuant to the Securities Act of 1933, as amended, shall file withand the Commission, in accordance with such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors). The reports will be filed electronically. The reports we will be required to file are Forms 10-K, 10-Q, and 8-K. You may read copies of any materials we file with the SEC at the SECs Public Reference Room or visiting the SECs Internet website (see Available Information above). The Company intends to file, in a period up to 90 days after the termination of this offering, a Form 8A making the Company a mandatory reporting issuer under the Securities and Exchange Act of 1934, as Amended.


LEGAL PROCEEDINGS


We are not currently a party to any legal proceedings.


FINANCIAL STATEMENTS


Our fiscal year end is November 30. We will provide audited financial statements to our stockholders on an annual basis; as prepared by an Independent Certified Public Accountant.






[30]













PACK FUERTE, INC.

(A Development Stage Company)


FINANCIAL STATEMENTS


November 30, 2012


Audited















 BALANCE SHEET


 STATEMENTOF OPERATIONS


 STATEMENT OF STOCKHOLDERS' EQUITY


 STATEMENT OF CASH FLOWS


NOTES TO AUDITED FINANCIAL STATEMENT



[31]



PCAOB & CPAB REGISTERED AUDITORS

www.sealebeers.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Pack Fuerte, Inc.

(A Development Stage Company)

We have audited the accompanying balance sheet of Pack Fuerte, Inc. (A Development Stage Company) as of November 30, 2012,amended, and the related statements of operations, stockholders’ equity (deficit),rules and cash flows for the period from inception on September 5, 2012 through November 30, 2012. Pack Fuerte, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits 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 reportingregulations promulgated thereunder, including Regulation M, 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 audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Pack Fuerte, Inc. (A Development Stage Company) as of November 30, 2012, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the period from inception on September 5, 2012 through November 30, 2012 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, the Company has no revenues, has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern.  Management’s plans concerning these matters are also described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Seale and Beers, CPAs

Seale and Beers, CPAs

Las Vegas, Nevada

February 27, 2013

50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351

[32]




PACK FUERTE, INC.

 

 

 

(A Development Stage Company)

 









 BALANCE SHEET

 

Audited

 








November 30, 2012

 

 

 

 

 

 

 

 









ASSETS






-    









CURRENT ASSETS






 

Cash

 

 

 

                                         

$

4,800

TOTAL CURRENT ASSETS




4,800

TOTAL ASSETS

 

 

 

 

$

4,800









LIABILITIES AND STOCKHOLDERS' EQUITY



 









CURRENT LIABILITIES





 

Due to Related Party

 

 

 

 

$

1,004

TOTAL CURRENT LIABILITIES

 

 

 

1,004









STOCKHOLDERS' EQUITY





 

Common Stock, $0.001 par value





 

Authorized






 

       75,000,000 shares of common stock, $0.001 par value,



 

Issued and outstanding





 

       11,500,000 Shares of common stock at $0.001 per share


11,500

Deficit accumulated during the development stage


 

 

 

 

 

(7,704)

TOTAL STOCKHOLDERS EQUITY

 

 

 

 

 


3,796 

TOTAL LIABILITIES AND STOCKHOLDERS EQUITY)

 

 

 

 

 

$

4,800 









The accompanying notes are an integral part of these financial statements.

 

[33]





PACK FUERTE, INC.

 

(A Development Stage Company)










 STATEMENT OF OPERATIONS

Audited









 









 









 









 








Cumulative results

 








from inception

 








(September 5, 2012) to

 

 

 

 

 

 

 

 

November 30, 2012

 

REVENUE








 









 

Revenues






$

-    

 

Total revenues

 

 

 

 

 

-    

 









 

EXPENSES







 









 

Office and general






2,004

 

Professional Fees






5,700

 

Total expenses

 

 

 

 

 

7,704

 









 

NET LOSS

 

 

 

 

$

(7,704)

 


BASIC AND DILUTED LOSS PER COMMON SHARE

$

0


WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING


10,574,713









 









 

The accompanying notes are an integral part of these financial statements.


[34]




PACK FUERTE, INC.

 










(A Development Stage Company)











 STATEMENT OF STOCKHOLDERS' EQUITY

From inception (September 5, 2012) to November 30, 2012

Audited


























































Deficit




Common Stock




accumulated








Additional


during the




Number of




Paid-in


development



 

shares

 

Amount

 

Capital

 

stage

 

Total

 

 

 

 

 

 

 

 

 

 

Inception (September 5, 2012)

-

     $

-

      $

-

      $

-

       $

-











Founders shares issued for cash at $0.001










per share on September 24, 2012

11,500,000


11,500


-


-


11,500











Net loss, for the period


 


 


 

-7,704

 

-7,704

 


 


 


 


 


Balance, November 30, 2012

11,500,000

$

11,500

$

-

$

-7,704

$

3,796

 

 

 

 

 

 

 

 

 

 





















The accompanying notes are an integral part of these financial statements


[35]






PACK FUERTE, INC.

 

(A Development Stage Company)

 STATEMENT OF CASH FLOWS

Audited







Cumulative







results from







September 5, 2012







(inception date) to

 

 

 

 

 

 

November 30, 2012








OPERATING ACTIVITIES




Net loss




$

(7,704)


Due to related party:


1,004

NET CASH USED IN OPERATING ACTIVITIES

 

(6,700)








FINANCING ACTIVITIES




Issuance of common stock



11,500

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 


 

11,500








NET INCREASE IN CASH


4,800








CASH, BEGINNING OF PERIOD

 

 

-    








CASH, END OF PERIOD

 

 

$

4,800






















The accompanying notes are an integral part of these financial statements.















[36]



PACK FUERTE, INC.


(A Development Stage Enterprise)

NOTES TO THE AUDITED FINANCIAL STATEMENTS


November 30, 2012


NOTE 1 NATURE OF OPERATIONS AND BASIS OF PRESENTATION


The Company was incorporated in the State of Nevada as a for-profit Company on September 5, 2012 and established a fiscal year end of November 30. It is a development-stage Company that intends to develop a built-in Safe with a combination lock that can store personal and or valuable items, inside of backpacks, carry-on luggage and suitcases. This safe would be accessible from the outside of the luggage for inserting valuables and the inserted items would be only recoverable from the inside.  The Company is currently in the development stage as defined under FASB ASC 915-10, Development Stage Entities" and has as yet no products.  All activities of the Company to date relate to its organization, initial funding and share issuances.


NOTE 2 GOING CONCERN


The Companys financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern.  This contemplates the realizationsuch selling stockholder in connection with resales of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has does not have material assets, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The Company has an accumulated deficit since inception of $7,704.  The Company will be dependent upon the raising of additional capital through placementsuch selling stockholder’s shares of our common stock in order to implement its business plan, or merge with an operating company.  There can be no assurance thatunder the Companyregistration statement of which this prospectus is a part.

Our company will be successful in either situation in order to continue as a going concern.  The Company is funding its initial operations by way of issuing Founders shares. These financial statements do not include any adjustments relatingpay all fees and expenses incident to the recoverability and classification of recorded assets or the amounts of and classification of liabilities that might be necessary in the event the company cannot continue in existence. Accordingly, these factors raise substantial doubt as to the Companys ability to continue as a going concern.


The officers and directors have committed to advancing certain operating costsregistration of the Company, including Legal, Audit, Transfer Agency and Edgarizing costs


NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation

The financial statements present the balance sheet, statements of operations, stockholders' equity deficit and cash flows of the Company. These financial statements are presented in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.






[37]



PACK FUERTE, INC.


(A Development Stage Enterprise)

NOTES TO THE AUDITED FINANCIAL STATEMENTS


November 30, 2012


NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


Cash and Cash Equivalents

For the purposes of the statements of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalent.


Use of Estimates and Assumptions

Preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.


Income Taxes

The Company follows the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax balances.  Deferred tax assets and liabilities are measured using enacted or substantially enacted tax rates expected to apply to the taxable income in the years in which those differences are expected to be recovered or settled.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment.  


Net Loss per Share

Basic loss per share includes no dilution and is computed by dividing loss available to common stockholders by the weighted average number of common shares outstanding for the period.  Dilutive loss per share reflects the potential dilution of securities that could share in the losses of the Company.  Because the Company does not have any potentially dilutive securities, the accompanying presentation is only of basic loss per share.


Recent Accounting Pronouncements

The company has evaluated all the recent accounting pronouncements and believes that none of them will have a material effect on the companys financial statement.


Fair Value of Financial Instruments

The Company has determined the estimated fair value of financial instruments using available market information and appropriate valuation methodologies.  The fair value of financial instruments classified as current assets or liabilities approximate their carrying value due to the short-term maturity of the instruments.





[38]



PACK FUERTE, INC.


(A Development Stage Enterprise)

NOTES TO THE AUDITED FINANCIAL STATEMENTS


November 30, 2012


NOTE 4 RELATED PARTY

The Director paid expenses on behalf of the Company for $1,004.  The advance is interest free and payable on demand.


NOTE 5 CAPITAL STOCK


The Company is authorized to issue an aggregate of 75,000,000 common shares with a par value of $0.001 per share.  No preferred shares have been authorized or issued.


As of November 30, 2012, the Company has issued 11,500,000 Founders shares at $0.001 per share. This is the only issuance of shares at this date.


NOTE 6 INCOME TAXES


We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Accounting for Uncertainty in Income Taxes when it is more likely than not that a tax asset cannot be realized through future income the Company must allow for this future tax benefit.  We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward period.

The components of the Companys deferred tax asset and reconciliation of income taxes computed at the statutory rate to the income tax amount recorded as of and 2012 are as follows:




November 30, 2012



Net operating loss carry forward

7,704  

Effective Tax rate

35%

Deferred Tax Assets

2,696  

Less: Valuation Allowance

(2,696) 

Net deferred tax asset

$

0  



The net federal operating loss carry forward will expire in 2032.  This carry forward may be limited upon the consummation of a business combination under IRC Section 381.






[39]



PACK FUERTE, INC.


(A Development Stage Enterprise)

NOTES TO THE AUDITED FINANCIAL STATEMENTS


November 30, 2012


NOTE 7 - SUBSEQUENT EVENTS


The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued The Company has and has determined that there are no events to disclose.






[40]



MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


This section of the Registration Statement 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. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.


Plan of Operation


FUERTE believes that the sale of at least 25% of the offered shares herein would allow us to maintain our reporting status with the SEC, implement our Plan of Operations with some compromises (see below) and possibly generate revenues.


The tables below show our complete plan of operations in the under 25%, 25%, 50%, 75% and 100% sales scenarios:



Under 25% of Shares Sold

If 25% of Shares Sold

If 50% of Shares Sold

If 75% of Shares Sold

If 100% of Shares Sold

GROSS PROCEEDS FROM THIS OFFERING

unknown

$34,000

$68,000

$102,000

$136,000







EXPENSES RELATED TO THIS OFFERING






Legal

$   2,000.00

$   2,000.00

$    2,000.00

$      2,000.00

$      2,000.00

Bookkeeper

$   1,500.00

$   1,500.00

$    1,500.00

$      1,500.00

$      1,500.00

Accounting

$   3,500.00

$   3,500.00

$    3,500.00

$      3,500.00

$      3,500.00

EDGAR expenses

$       750.00

$       750.00

$        750.00

$         750.00

$         750.00

Transfer Agent and printing

$   1,000.00

$   1,000.00

$    1,000.00

$      1,000.00

$      1,000.00

SEC Registration Fee

$         19.00

$         19.00

$          19.00

$            19.00

$            19.00

TOTAL

$ 8,769.00

$   8,769.00

$    8,769.00

$      8,769.00

$      8,769.00







EXPENSES TO MAINTAIN OUR REPORT STATUS FOR 12 MONTHS AFTER EFFECTIVE DATE *






Accounting

$   9,500.00

$   9,500.00

$    9,500.00

$      9,500.00

$      9,500.00

Bookkeeper

$   4,500.00

$   4,500.00

$    4,500.00

$      4,500.00

$      4,500.00

EDGAR expenses

$   1,100.00

$   1,100.00

$    1,100.00

$      1,100.00

$      1,100.00

XBRL expenses

$   2,500.00

$   2,500.00

$    2,500.00

$      2,500.00

$      2,500.00

TOTAL

$ 17,600.00

$ 17,600.00

$  17,600.00

$   17,600.00

$   17,600.00







NET PROCEEDS FROM THIS OFFERING

unknown

$   7,634.00

$  41,634.00

$   75,634.00

$ 109,634.00

Development phase

70% of Net Proceeds

$   5,343.80

$  29,143.80

$   52,943.80

$   76,743.80

Testing phase

10% of Net Proceeds

$       762.40

$    4,162.40

$      7,562.40

$   10,962.40

Selling phase

15% of Net Proceeds

$   1,143.10

$    6,243.10

$   11,343.10

$   16,443.10

Internet, Office supplies and Telephone costs

5% of Net Proceeds

$       381.70

$    2,081.70

$      3,781.70

$      5,481.70


*The Companys president has indicated that he is committed to advancing funds (up to $15,000) for the next twelve months to cover expenses to maintain the reporting status current with the SEC.


[41]




Month 1 to 12:

Internet, Office supplies and Telephone costs. Funds to be used for office supplies, internet and telephone bills. The President will be responsible to pay the bills and to purchase office supplies.


Month 1 to 9:

Development phase. We plan on searching for the suitable third party Company or individual(s) to develop our product. We intend to purchase baggage (back packs, suitcases, luggage, etc), for measurements and placement of our product. The company's president will be responsible for the purchase and hiring of third party developer(s).


Depending on the funds acquired through this offering (according to the percentage of shares sold), some compromises may be needed. If we can sell all shares offered herein, wed have $16,443.10 to invest and if we can only sell 25% of the shares offered herein, wed only have $5,343.80.


With a higher amount to be invested, wed be able to hire a third party Company or individual(s) to develop our product with higher qualifications and experience. Wed be able to buy better/new materials.


With a lower amount to be invested, wed only be able to hire a third party Company or individual(s) to develop our product with lower qualifications and little or no experience. We could also have to negotiate a compensation based on our licensing results, if we cannot pay for their services at that time. However, there are no guarantees that this would be accepted by the developers. Wed have to buy cheaper/used materials.

Also, with more funds to be used in this phase, we could develop more types of prototypes for different types of luggage. With limited funds, wed have to focus on only one type of luggage.


Month 9 to 10:

Testing phase. After our product is developed, we plan on testing it in varied circumstances. We intend to hire a third party Company to conduct the tests, if finances allow. The company's president will be responsible for finding the third party testing company and overseeing process. If necessary, he will conduct the tests.


Depending on the funds acquired through this offering (according to the percentage of shares sold), some compromises may be needed. If we can sell all shares offered herein, wed have $10,962.40 to invest and if we can only sell 25% of the shares offered herein, wed only have $762.40.




[42]



With a higher amount to be invested, wed be able to hire a third party Company to conduct the tests on our prototype(s).


With a lower amount to be invested, wed have to rely on acquaintances for low or no compensation and the president would be responsible for conducting all the tests.



 Month 10 to 12:

Selling phase.  After we have fully developed and tested our products, we intend to search for baggage manufactures and license our products. We intend to license it for 15% in perpetuity of the gross sale of our products, but it will be dependent on negotiations. We intend to acquire photos of our products and email, mail and fax it to prospected buyers.


Depending on the funds acquired through this offering (according to the percentage of shares sold), some compromises may be needed. If we can sell all shares offered herein, wed have $10,962.40 to invest and if we can only sell 25% of the shares offered herein, wed only have $1,143.10.


With a higher amount to be invested, wed be able to hire professional photographers and hire a third party company to help us finding possible clients. Wed also be able to reach a bigger number of prospected clients.


With a lower amount to be invested, wed have to take our own photos of our products and wed have to search for baggage manufactures with no help from professionals. Wed be able to reach a smaller number of prospected clients.


The Companys president will be responsible for all negotiations.


If we are able to successfully complete the above described steps, we believe we will generate revenue.


We plan on operating our business in the USA. After we can successfully implement our Plan of Operations and generate enough funds, we intend to hire an American president to run our day-to-day operations in the USA, but Mr. Sriphanorm will remain as the companys CEO.


Results of Operations


For the period from inception through November 30, 2012, we had no revenue. Expenses for the same period totaled $7,704 resulting in a Net loss of $7,704. The majority of expenses are associated with the filing of the Companys S-1, including auditing and legal fees.


Capital Resources and Liquidity

As of November 30, 2012 we had $4,800 in cash, which was the result of the issuance of 11,500,000 shares of common stock that belongs to Mr. Bunloet Sriphanorm, our sole officer and director, for total cash consideration of $11,500, minus $6,700 of costs associated with this prospectus




[43]



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. We believe that 25% of the amount of the offering would likely allow us to maintain our reporting status for 12 months once this registration becomes effective.


The Company is presenting this offering in order to raise capital. The company will fail if funds are not either raised in this offering or by loans, either from the President or from other interested parties. If we are unable to raise enough funds through this offering, the Company would have to seek additional capital through debt or equity.


Mr. Sriphanorm is committed to provide funds (up to $15,000 for the next 12 months) to meet our report obligations.


Management believes that if subsequent private placements are successful, we will generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.


We do not anticipate researching any further products or services nor the purchase or sale of any significant equipment. We also do not expect any significant additions to the number of employees.


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. The Companys sole officer and director, Mr. Sriphanorm is committed to provide funds required to maintain the reporting status in the form of a non-secured loan for the next twelve months as the expenses are incurred if no other proceeds are obtained by the Company. However, there is no contract in place or written agreement securing this agreement. Management believes if the Company cannot raise enough funds to maintain its reporting status with the SEC and to implement its plan of operations, it will have to cease all efforts directed towards the Company. As such, any investment previously made would be lost in its entirety.


Should the Company fail to raise capital through this offering and Mr. Sriphanorm is unable to loan the Company funds to proceed with its plans the Company will have to cease all business activities until such time further funds are raised.  As the Company does not currently have enough cash to fund its business plan and may not have enough to pay all of its liabilities; if the Company is unable to raise funds from this offering it may be able to issued restricted common shares to its creditors to satisfy their debts. The Company would only offer its creditors shares to settle debt if unable to raise equity financing. The Company would not settle any related debt with this type of share offering.  The Companys current debts are to its attorney, auditor and EDGAR services, there is no assurance that any of the Companys creditors would accept restricted shares from the company in exchange for its debt.


Off-Balance Sheet Arrangements


The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect or change on the Companys financial condition, revenues or expenses, results



[44]



of operations, liquidity, capital expenditures or capital resources that are material to investors. The term off-balance sheet arrangement generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Company is a party, under which the Company has (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.



CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUTING AND FINANCIAL DISCLOSURE

There have been no changes in or disagreements with accountants regarding our accounting, financial disclosures or any other matter.

DIRECTORS AND EXECUTIVE OFFICERS


Identification of Directors and Executive Officers


Set forth below is the name and age of each individual who was a director or executive officer of Fuerte  as of the date of this Prospectus, together with all positions and offices of the Company held by each and the term of office and the period during which each has served.


Our sole director serves until her successor is elected and qualified. Our sole officer is elected by the Board of Directors to a term of one (1) year and serves until her successor is duly elected and qualified, or until he is removed from office. The Board of Directors has no nominating or compensation committees. The Companys current Audit Committee consists of our sole officer and director.


Name

Age

Position with the Company

Term of Office


Bunloet Sriphanorm


48

President, Treasurer, Chief Financial Officer, Secretary and Chairman of the Board of Directors.


November 26, 2012 - Present


The person named above has held his offices/positions since inception of our Company and is expected to hold his offices/positions at least until the next annual meeting of our stockholders.


Business Experience


Bunloet Sriphanorm is has worked in auto body repairs at Yontrakit Kia Moter Co. Ltd. from 2003 to 2010. He left the Company to work as a self-employed auto body repairer from 2011 to present.


Mr. Sriphanorm finished High School in 1983 and he had never held any other position in any other public company.




[45]



Conflicts of Interest


At the present time, the Company does not foresee any direct conflict between Mr. Sriphanorms other business interests and his involvement with Pack Fuerte.


EXECUTIVE COMPENSATION


Pack Fuerte has made no provisions for paying cash or non-cash compensation to its sole officer and director. No salaries are being paid at the present time, and none will be paid unless and until our operations generate sufficient cash flows. Because the sole officer is also the sole director, he may set his own compensation.



The table below summarizes all compensation awarded to, earned by, or paid to our named executive officer for all services rendered in all capacities to us for the period from inception (September 05, 2012) through November 30, 2012.



Name and principal position


Bunloet Sriphanorm

 President


Year


2012

Salary ($)

0

Bonus ($)

0

Stock Awards ($)

0

Option Awards ($)

0

Non-Equity Incentive Plan Compensation ($)

0

Nonqualified Deferred Compensation Earnings ($)

0

All Other Compensation ($)

0

Total ($)

0



We did not pay any salaries in 2012. We do not anticipate beginning to pay salaries until we have adequate funds to do so. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and director other than as described herein.


Outstanding Equity Awards at Fiscal Year-End

The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of November 30, 2012.




[46]






Name



Bunloet Sriphanorm

OPTION AWARDS

Number of Securities Underlying Unexercised Options (#) Exercisable

-


Number of Securities Underlying Unexercised Options (#) Unexercisable

-


Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)

-


Option Exercise Price ($)

-


Option Expiration Date

-

STOCK AWARDS

Number of Shares or Units of Stock that have not vested (#)

-


Market value of shares or units or Stock that have not vested ($)

-


Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other rights that have not vested

-


Equity Incentive Plan Awards: Market or payout value of Unearned Shares, Units or Other rights that have not vested

-


There were no grants of stock options since inception to the date of this Prospectus.


We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.


The Board of Directors of Pack Fuerte has not adopted a stock option plan. The Company has no plans to adopt it but may choose to do so in the future. If such a plan is adopted, this may be administered by the board or a committee appointed by the board (the Committee). The committee would have the power to modify, extend or renew outstanding options and to authorize the grant of new options in substitution therefore, provided that any such action may not impair any rights under any option previously granted. Pack Fuerte may develop an incentive based stock option plan for its officers and directors and may reserve up to 10% of its outstanding shares of common stock for that purpose.


Stock Awards Plan


The Company has not adopted a Stock Awards Plan, but may do so in the future. The terms of any such plan have not been determined.



Director Compensation


The table below summarizes all compensation awarded to, earned by, or paid to our directors for all services rendered in all capacities to us for the period from inception (September 05, 2012) through November 30, 2012.

[47]




DIRECTOR COMPENSATION


Name

Fees Earned or

Paid in

Cash

($)

Stock Awards

($)

Option Awards

($)

Non-Equity

Incentive

Plan

Compensation

($)

Non-Qualified

Deferred

Compensation

Earnings

($)

All

Other

Compensation

($)


Total

($)


Bunloet Sriphanorm


0


0


0


0


0


0


0


At this time, Pack Fuerte has not entered into any employment agreements with its sole officer and director. If there is sufficient cash flow available from our future operations, the Company may enter into employment agreements with our sole officer and director or future key staff members.


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


The following table sets forth, as of the date of this prospectus, the total number of shares owned beneficially by our sole officer and director, 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 this ownership will be assuming completion of the sale of all or partial shares in this offering. The stockholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.


Title of Class

Common Stock


Name and Address of Beneficial Owner [1]

Bunloet Sriphanorm

99 Village no. 12, Mueang Nakhon Ratchasima DistrictNakhon Ratchasima Province, 30280 Thailand

All Officers and Directors as a Group (1 person)

Amount and Nature of Beneficial Ownership

11,500,000

11,500,000

Percent of Class

100%

100%

Percentage of Ownership Assuming all of the Shares are Sold

62.8%

62.8%

Percentage of Ownership Assuming 75% of the Shares are Sold

72.1%

72.1%

Percentage of Ownership Assuming 50% of the Shares are Sold

81.4%

81.4%

Percentage of Ownership Assuming 25% of the Shares are Sold

90.7%

90.7%



[1] The person named above may be deemed to be a parent and promoter of our Company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his direct and indirect stock holdings. Mr. Sriphanorm is the only promoter of our Company.


Our sole officer and director will continue to own the majority of our common stock aftercovered by this prospectus, but our company will not receive proceeds from the offering, regardlesssale of the number of shares sold. Since he will continue control the Company after the offering, investors will be unable to change the course of the operations. Thus, the shares we are offering lack the value normally attributable to voting rights. This could result in a reduction in value of



[48]



the shares you own because of their ineffective voting power. None of our common stock is subject to outstanding options, warrants, or securities convertible into common stock.



CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


by the selling stockholders.

 On September 18, 2012, we issued a total of 11,500,000 shares of common stock to Mr. Miguel Alonso Peralta, former sole officer and director, for total cash consideration of $11,500. On November 26, 2012 Mr. Peralta had resigned his positions as sole officer and director of Pack Fuerte, Inc. and Mr. Bunloet Sriphanorm had been appointed as the new sole officer and director. Mr. Sriphanorm is the current owner of the 11,500,000 issued shares. The Company believes that this issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering.


DISCLOSURE OF COMMISSIONSEC POSITION ON

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES


Our director and officer is indemnified as provided bySection 78.7502 of the Nevada Revised Statutes and our Bylaws. We have agreed to indemnify each of ourprovides that directors and officers of Nevada corporations may, under certain circumstances, be indemnified against expenses (including attorneys’ fees) and other liabilities actually and reasonably incurred by them as a result of any suit brought against them in their capacity as a director or officer, if they acted in good faith and in a manner that they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. Section 78.7502 of the Nevada Revised Statutes also provides that directors and officers of Nevada corporation also may be indemnified against certain liabilities, including liabilities underexpenses (including attorneys’ fees) actually and reasonably incurred by them in connection with a derivative suit if they acted in good faith and in a manner that they reasonably believed to be in or not opposed to the Securities Actbest interests of 1933. the corporation, except that no indemnification may be made without court approval if such person was adjudged liable to the corporation.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to ourthe directors, officers andor persons controlling personsthe registrant pursuant to the foregoing provisions, described above, or otherwise, we havethe registrant has been advisedinformed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.

47
Table of Contents

In the event that a claim for indemnification against such liabilities (other than the payment by our paymentcompany of expenses incurred or paid by oursuch director, officer or controlling person of our company in the successful defense of any action, suit or proceeding) is asserted by suchany director, officer or controlling person of our company in connection with the securities being registered wein the registration statement of which this prospectus is a part, the registrant will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by itour company is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

WeLEGAL OPINION

The validity of the shares covered by the registration statement of which this prospectus is a part has been passed upon for us by Wilson Bradshaw & Cao, LLP.

EXPERTS

The financial statements included in this prospectus for the year ended June 30, 2018 and 2017 have been advised thataudited by L J Soldinger Associates, an independent registered public accounting firm, to the extent and for the periods set forth in their report appearing elsewhere herein and are included in reliance upon such report given upon the opinionauthority of said firm as experts in auditing and accounting.

INTERESTS OF NAMED EXPERTS AND COUNSEL

Neither the named experts nor counsel own any of shares of our common stock.

ADDITIONAL INFORMATION

We will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and will file reports, proxy statements and other information with the SEC. These reports, proxy statements and other information may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549 and at the SEC’s regional offices located at the Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 233 Broadway, New York, New York 10279. You can obtain copies of these materials from the Public Reference Section of the SEC upon payment of fees prescribed by the SEC. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC’s Web site contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of that site is http://www.sec.gov.

We have filed a registration statement on Form S-1 with the SEC under the Securities Act of 1933, as amended, with respect to the securities offered in this prospectus. This prospectus, which is filed as part of a registration statement, does not contain all of the information set forth in the registration statement, some portions of which have been omitted in accordance with the SEC’s rules and regulations. Statements made in this prospectus as to the contents of any contract, agreement or other document referred to in this prospectus are not necessarily complete and are qualified in their entirety by reference to each such contract, agreement or other document that is filed as an exhibit to the registration statement. The registration statement may be inspected without charge at the public reference facilities maintained by the SEC, and copies of such materials can be obtained from the Public Reference Section of the SEC at prescribed rates. You may obtain additional information regarding our company on our website, located at www.nink-cs.com.

48
Table of Contents

SBS MINING CORP. MALAYSIA SDN BHD.

CONSOLIDATED FINANCIAL STATEMENTS AND REPORT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

June 30, 2018

TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm

F-2

Consolidated Balance Sheets as of June 30, 2018 and 2017

F-3

Consolidated Statements of Operations and Comprehensive Loss for the years ended June 30, 2018 and 2017

F-4

Consolidated Statements of Stockholders’ Deficit for the years ended June 30, 2018 and 2017

F-5

Consolidated Statements of Cash Flows for the years ended June 30, 2018 and 2017

F-6

Notes to Consolidated Financial Statements

F-7

F-1
Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

[to insert auditor’s report]

F-2
Table of Contents

SBS Mining Corp. Malaysia Sdn Bhd.

Balance Sheets

 

 

June 30,

 

 

June 30,

 

 

 

2018

 

 

2017

 

Current Assets

 

 

 

 

 

 

Cash and bank balances

 

$19,072

 

 

$9,852

 

Prepayment

 

 

435

 

 

 

-

 

Other receivables and deposits

 

 

3,333

 

 

 

56,883

 

Deposit on mineral property

 

 

-

 

 

 

186,372

 

Total current assets

 

 

22,840

 

 

 

253,107

 

Non-Current Assets

 

 

 

 

 

 

 

 

Concession acquisition costs

 

 

236,749

 

 

 

-

 

Plant and equipment, net

 

 

19,725

 

 

 

55,714

 

TOTAL ASSETS

 

$279,314

 

 

$308,821

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Other payables and accruals

 

$114,726

 

 

$15,171

 

Deferred rent

 

 

-

 

 

 

8,079

 

Amount due to related parties

 

 

1,996,164

 

 

 

1,743,719

 

Stock payable

 

 

59,530

 

 

 

-

 

Total liabilities

 

 

2,170,420

 

 

 

1,766,969

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholder's Deficit

 

 

 

 

 

 

 

 

Share capital (par value MYR 1 [approximately $0.31] per share; 600,000 shares authorized, issued and outstanding as of June 30, 2018 and 2017, respectively)

 

 

183,652

 

 

 

183,652

 

Additional Paid in Capital

 

 

286,884

 

 

 

162,986

 

Accumulated deficit

 

 

(2,379,433)

 

 

(1,919,729)

Accumulated Other Comprehensive Income

 

 

17,791

 

 

 

114,943

 

Total Stockholder's Deficit

 

 

(1,891,106)

 

 

(1,458,148)

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT

 

$279,314

 

 

$308,821

 

See accompanying notes to the audited financial statements

F-3
Table of Contents

SBS Mining Corp. Malaysia Sdn Bhd.

Statements of Operations and Comprehensive Loss

 

 

Year ended

 

 

 

June 30,

 

 

 

2018

 

 

2017

 

Revenue

 

$-

 

 

$-

 

Sales

 

 

51,534

 

 

 

32,737

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

Depreciation, depletion, amortization and impairment

 

 

42,018

 

 

 

41,219

 

General and administrative expenses

 

 

345,322

 

 

 

416,736

 

Total operating expenses

 

 

387,340

 

 

 

457,955

 

 

 

 

 

 

 

 

 

 

Other expense

 

 

 

 

 

 

 

 

Interest expenses – related party

 

 

(123,898)

 

 

(100,175)

Total other expense

 

 

(123,898)

 

 

(100,175)

 

 

 

 

 

 

 

 

 

Loss before taxation

 

 

(459,704)

 

 

(525,393)

Income taxes

 

 

-

 

 

 

-

 

Net loss

 

$(459,704)

 

$(525,393)

 

 

 

 

 

 

 

 

 

Comprehensive Income (Loss):

 

 

 

 

 

 

 

 

Effect of foreign currency translation

 

 

(97,152)

 

 

68,370

 

Comprehensive Loss

 

$(556,856)

 

$(457,023)

 

 

 

 

 

 

 

 

 

PRO FORMA INFORMATION (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Common Shares Outstanding

 

 

720,802,346

 

 

 

720,802,346

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Loss per Common Share

 

$0.00

 

 

$0.00

 

See accompanying notes to the audited financial statements

F-4
Table of Contents

SBS Mining Corp. Malaysia Sdn Bhd.

Statements of Changes in Stockholder’s Deficit

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Accumulated

Other

 

 

Total

 

 

 

Common stock

 

 

Paid-In

 

 

Accumulated

 

 

Comprehensive

 

 

Stockholders'

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Income

 

 

Deficit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - June 30, 2016

 

 

600,000

 

 

$183,652

 

 

$61,411

 

 

$(1,394,336)

 

$46,573

 

 

$(1,102,700)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Imputed interest

 

 

 

 

 

 

 

 

 

 

100,175

 

 

 

 

 

 

 

 

 

 

 

100,175

 

Imputed rent

 

 

 

 

 

 

 

 

 

 

1,400

 

 

 

 

 

 

 

 

 

 

 

1,400

 

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

68,370

 

 

 

68,370

 

Net Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(525,393)

 

 

 

 

 

 

(525,393)

Balance - June 30, 2017

 

 

600,000

 

 

$183,652

 

 

$162,986

 

 

$(1,919,729)

 

$114,943

 

 

$(1,458,148)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Imputed interest

 

 

 

 

 

 

 

 

 

 

123,898

 

 

 

 

 

 

 

 

 

 

 

123,898

 

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(97,152)

 

 

(97,152)

Net Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(459,704)

 

 

 

 

 

 

(459,704)

Balance - June 30, 2018

 

 

600,000

 

 

$183,652

 

 

$286,884

 

 

$(2,379,433)

 

$17,791

 

 

$(1,891,106)

See accompanying notes to the audited financial statements

F-5
Table of Contents

SBS Mining Corp. Malaysia Sdn Bhd.

Statements of Cash Flows

 

 

Year ended

 

 

 

June 30,

 

 

 

2018

 

 

2017

 

CASH FLOW FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net Loss

 

$(459,704)

 

$(525,393)

Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:

 

 

 

 

 

 

 

 

Depreciation, depletion, amortization and impairment

 

 

42,018

 

 

 

41,219

 

Rent expenses contributed to additional paid in capital

 

 

-

 

 

 

1,400

 

Imputed interest contributed as additional paid in capital

 

 

123,898

 

 

 

100,175

 

Expenses paid directly by related party

 

 

162,008

 

 

 

159,386

 

Change in assets and liabilities

 

 

 

 

 

 

 

 

Other receivable and deposits

 

 

56,236

 

 

 

926

 

Deferred rent

 

 

(8,333)

 

 

8,091

 

Accounts Payable and accrued liabilities

 

 

96,389

 

 

 

(2,530)

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES

 

 

12,512

 

 

 

(216,726)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

Receipt of trading advance

 

 

192,245

 

 

 

-

 

Concession acquisition costs

 

 

(229,367)

 

 

 

 

Purchase of plant and equipment

 

 

(968)

 

 

(34,814)

NET CASH USED IN INVESTING ACTIVITIES

 

 

(38,090)

 

 

(34,814)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Stock payable

 

 

57,673

 

 

 

-

 

Advances received from related parties

 

 

257,672

 

 

 

893,748

 

Repayments of related party advances

 

 

(281,782)

 

 

(637,915)

NET CASH PROVIDED BY FINANCING ACTIVITIES

 

 

33,563

 

 

 

255,833

 

 

 

 

 

 

 

 

 

 

Effects of changes in foreign exchange rate

 

 

1,235

 

 

 

(8,493)

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH

 

 

9,220

 

 

 

(4,200)

CASH AT BEGINNING OF PERIOD

 

 

9,852

 

 

 

14,052

 

CASH AT END OF PERIOD

 

$19,072

 

 

$9,852

 

 

 

 

 

 

 

 

 

 

Cash Paid during the year for:

 

 

 

 

 

 

 

 

Interest

 

$-

 

 

$-

 

Income Taxes

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

Supplemental Non-Cash Information

 

 

 

 

 

 

 

 

Property, plant and equipment paid for directly by related party

 

$1,860

 

 

$-

 

Landlord deposits funded directly by related party

 

$-

 

 

$51,317

 

See accompanying notes to the audited financial statements

F-6

Table of Contents

SBS Mining Corp. Malaysia Sdn Bhd.

NOTES TO THE FINANCIAL STATEMENTS

Note 1 – Organization and Summary of Significant Accounting Policies

SBS Mining Corp. Malaysia Sdn. Bhd., ("the Company") is a Malaysian corporation whose primary business is mining, exploration and trading of certain mineral ores and properties located in Malaysia.

Currently the Company is principally engaged in the prospecting of minerals and ultimately the mining of minerals upon successful exploration. During fiscal 2017 the Company commenced revenue generating operations as a result of its mineral trading business (See Note 3). Essentially all of the Company's property, plant and equipment assets are held in Malaysia. The functional currency of the Company is the Malaysian Ringgit (MYR).

As of June 30, 2018, the Company was a wholly owned subsidiary of GMCI Corp (see below).

In July 2018, the Company was acquired by NAMI Corp (see Note 11).

Fiscal Year

The Company's fiscal year end is June 30.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP") and are presented in U.S. dollars.

As noted above, as of June 30, 2018 and 2017, all of the issued and outstanding common shares of the Company were held by the Company’s parent, GMCI Corp. These financial statements are not consolidated with the Company’s parent but are presented independently and are considered “carve out” financial statements under accounting principles generally accepted in the United States as, subsequent to June 30, 2018 (see Note 11), the Company has been acquired by NAMI Corp. and therefore the separate presentation to show only the financial position and results of operations of the Company are presented.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results when ultimately realized could differ from these estimates.

Revenue Recognition

Revenues are presented net of discounts. In general, the Company recognizes revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered to the customer, (iii) the fee is fixed or determinable, and (iv) collectability is reasonably assured.

F-7

Table of Contents

The Company applies judgment with respect to whether it can establish a selling price based on third party evidence. The Company does not have any product offerings that would be considered multiple deliverables; therefore the pricing model is determined based on competitor prices for similar product offerings, and/or contracts independently negotiated between the Company and purchasers.

To date, all of the revenue recognized by the Company has been derived from transactions with related parties (See Note 3). In addition, all of the revenue recognized with those related parties has been based on verbal conditions. To date the Company has not entered into a formal written agreement for its commissions earned on the trading of unwashed bauxite ore. The Company has determined that in recording its revenue through June 30, 2018, that the selling price and other conditions derived from its transactions with related parties were not fixed and determinable until those trading commissions were paid to the Company by its related party. Because of this, through June 30, 2018, the Company has recorded its trading commissions earned with Sincere Pacific Mining (M) Sdn. Bhd. ("Sincere") on the cash basis. In the future, should the Company enter into formal agreements, the recognition method may change.

Cash and Cash Equivalents

The company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At June 30, 2018 and 2017, cash includes cash on hand and cash in the bank. The Company operates in Malaysia where deposit insurance for deposits is provided up to MYR 250,000 (approximately US$62,010). From time to time the Company's account balances may exceed that limit.

Fair Value of Financial Instruments

The carrying value of financial instruments including cash and cash equivalents, receivables, prepaid expenses, accounts payable and accrued expenses, approximates their fair value due to the relatively short-term nature of these instruments.

Foreign Currencies

Functional and presentation currency - Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the entity operates (the 'functional currency'). The financial statements are presented in US Dollars, which is the Company's presentation currency. The functional currency of the Company's is the Malaysian Ringgit.

Transactions and balances - Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of operations. The translation adjustments increases or decreases accumulated other comprehensive income included on the balance sheet.

Plant and equipment and depreciation

Plant and equipment are stated at cost less accumulated depreciation and impairment loss, if any. Depreciation is calculated on straight line basis to write off the cost of plant and equipment over their expected useful lives at the following annual rates:

Motor Vehicles

20%

Office equipment

33%

Tools and equipment

33%

Computer and software

33%

Leasehold improvements

Term of lease

Furniture and Fixture

33%

F-8
Table of Contents

Mineral Properties

The Company is planning on being engaged in the business of the acquisition, exploration, development, mining, and production of mineral properties and or resources, with a current emphasis on sea sand mining (see Note 10) and previous emphasis on iron ore, bauxite and tin. Mineral claims and other property acquisition costs are capitalized as incurred. Such costs are carried as an asset of the Group until it becomes apparent through exploration activities that the cost of such properties will not be realized through mining operations. Mineral exploration costs are expensed as incurred, and when it becomes apparent that a mineral property can be economically developed as a result of establishing proven or probable reserve, the exploration costs, along with mine development costs, are capitalized. The costs of acquiring mineral claims, capitalized exploration costs, and mine development costs are recognized for depletion and amortization purposes under the units-of-production method over the estimated life of the probable and proven reserves. If mineral properties, exploration, or mine development activities are subsequently abandoned or impaired, any capitalized costs are charged to operations in the current period.

Exploration expenditures

Exploration, acquisition (except for property purchase costs), and general and administrative costs related to exploration projects and prospecting activities are charged to expense as incurred. Exploration expenses in the fiscal year ended June 30, 2018 and 2017, $nil and $nil (see Note 11).

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. During the fiscal year ended June 30, 2018 and 2017, there was impairment of long-lived assets of $19,549 and $0, respectively.

Segment Reporting

FASB ASC 820 "Segments Reporting" establishes standards for reporting information about operating segments on a basis consistent with the Company's internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. Our proposed future business segments are expected to span more than one geographical area. Specifically, the Company intends to generate revenue through mineral trading and exploration activities.

Income Taxes

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. This statement prescribes the use of the asset and liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company recognizes interest and penalties related to unrecognized tax benefits or failure to comply with local tax legislation within the income tax expense line in the accompanying Statement of Operations and Comprehensive Loss. Accrued interest and penalties are included within the related tax liability line in the Balance Sheets.

Loss Per Share

The Company follows the provisions of ASC Topic 260, Earnings per Share. Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Basic and diluted losses per share are the same as all potentially dilutive securities are anti-dilutive.

F-9
Table of Contents

Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock or conversion of notes into shares of the company's common stock that could increase the number of shares outstanding and lower the earnings per share of the company's common stock. This calculation is not done for periods in a loss position as this would be antidilutive. As of the fiscal year ended June 30, 2018 and 2017, there were no stock options or stock awards, or other convertible securities that would have been included in the computation of diluted earnings per share that could potentially dilute basic earnings per share in the future.

Pro Forma Financial Information

Pursuant to Securities and Exchange Commission Staff Accounting Bulletin Number 1B.2 “Pro Forma Financial Statements and Earnings per Share” (“SAB 1B.2”), pro forma information on the face of the income statement has been presented which reflects the pro forma impact as if the Company had merged with NAMI Corp. as of July 1, 2016 and has therefore presented a pro forma earnings per share based on the shares to be issued to the owner of the Company as consideration for the merger.

Recently issued accounting pronouncements

In May 2014, the FASB issued Accounting Standards Update No. 2014-09 which was amended in August 2015 by Update No 2015-14: Revenue from Contracts with Customers. The standard outlines a five-step model for revenue recognition with the core principle being that a company should recognize revenue when it transfers control of goods or services to customers at an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services. Companies can choose to apply the standard using either the full retrospective approach or a modified retrospective approach. Under the modified approach, financial statements will be prepared for the year of adoption using the new standard but prior periods presented will not be adjusted. Instead, companies will recognize a cumulative catch-up adjustment to the opening balance of retained earnings. This new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period.

There are several new accounting pronouncements issued by the Financial Accounting Standards Board ("FASB") which are not yet effective. Each of these pronouncements, as applicable, has been or will be adopted by the Company. As of June 30, 2018 and 2017, none of these pronouncements is expected to have a material effect on the financial position, results of operations or cash flows of the Company.

Under the JOBS Act, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of this extended transition period. Since we will not be required to comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies, our financial statements may not be comparable to financial statements of companies that comply with public company effective dates.

Note 2 – Going Concern

At June 30, 2018, the Company reported a net loss of $459,704. In addition, as of June 30, 2018, the Company had a working capital deficit of approximately $2.15 million with cash on hand less than $20,000. The Company believes that its existing capital resources are not adequate to enable it to execute its business plan and as of the date of these financial statements and has no firm commitment for either additional debt or equity financing available to it in order to meet its current commitments. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. The Company estimates that it will require significant additional cash resources during fiscal 2019 and beyond, especially upon receipt of all of the necessary permits to commence sea sand mining operations (see Note 11). The Company has initiated a private placement of preference shares in order to meet its upcoming needs, however, the Company has received, as of the date of these financial statements, approximately $70,000 and has no firm commitments for additional funds. The accompanying financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern. If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business and expansion plans.

F-10
Table of Contents

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amount and classification of liabilities that might result from this uncertainty.

Note 3 –Advance Payment on Mineral Trading – Related Party

In the year ended June 30, 2016, the Company advanced to Sincere Pacific Mining Sdn. Bhd. approximately $614,000 (MYR 2,774,000) for the purpose of commencing bauxite trading and financing activities. In that same period, the Company impaired all but $186,372 (MYR 800,000). During the year ended June 30, 2018, the Company received two repayments of MYR 500,000 and MYR 300,000 respectively, which reduced the amounts of the advance not impaired during the fiscal year ended June 30, 2016 to nil as of June 30, 2018. Should the Company, in future periods, collect further amounts under the trading program from its original advance, those amounts will be shown as income in the financial statements of the Company.

During the year ended June 30, 2018 the Company earned revenue from its bauxite trading activities and concluded shipments for an additional 60,000 tonnes of gross washed bauxite (net dry weight of 49,006 tonnes) for net commissions of $51,534 converted at agreed rates of conversion to RM of between 3.857 and 4.3021 for total proceeds of MYR 210,005, after adjustment for certain offset required.

Note 4 – Plant and Equipment

 

 

June 30,

 

 

June 30,

 

 

 

2018

 

 

2017

 

Cost

 

 

 

 

 

 

Motor Vehicles

 

$16,123

 

 

$96,404

 

Office equipment

 

 

9,885

 

 

 

14,642

 

Computers and software

 

 

14,016

 

 

 

10,178

 

Tools and equipment

 

 

526

 

 

 

494

 

Leasehold improvements

 

 

-

 

 

 

12,400

 

Furniture and Fixture

 

 

38,528

 

 

 

34,766

 

 

 

 

79,078

 

 

 

168,884

 

Accumulated Depreciation

 

 

(59,353)

 

 

(113,170)

Plant and Equipment, Net

 

$19,725

 

 

$55,714

 

Depreciation for the fiscal year ended June 30, 2018 and 2017 was $22,469 and $41,219, respectively.

During the year ended June 30, 2018, the Company recorded $19,549 as an impairment of fixed assets.

Note 5 – Advances to Nami Corp

In the year ended June 30, 2018, the Company advanced $186,372 (MYR 716,856) to NAMI Corp. The advances were made without documentation, are due on demand and are non-interest bearing. The amounts were repaid prior to June 30, 2018.

F-11
Table of Contents

Note 6 – Prepaid expenses and deposits

 

 

June 30,

 

 

June 30,

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

 

Sundry receivables

 

$1,721

 

 

$2,190

 

Deposits, including utility, security deposits

 

 

1,612

 

 

 

54,693

 

 

 

$3,333

 

 

$56,883

 

Note 7 – Related party advances and expenses

Advances from related parties:

 

 

June 30,

 

 

June 30,

 

 

 

2018

 

 

2017

 

 

 

 

 

 

 

 

Advances from its Directors

 

$1,066,278

 

 

$1,086,254

 

Advances from related party

 

 

189,795

 

 

 

-

 

Advances from holding company

 

 

740,091

 

 

$657,465

 

Total

 

$1,996,164

 

 

$1,743,719

 

Directors of the Company have leased shared office space for corporate operations the cost of which is $350 (MYR 1,500 per quarter), the use of which is provided to the Company free of charge by our directors. We have recorded an amount of $Nil and $1,400 as contributed capital during the fiscal year ended June 30, 2018 and 2017.

During the year ended June 30, 2018 and 2017, the Company was advanced cash proceeds in the amount of $257,672 and $893,748, respectively, by directors or entities with common directors to meet operational shortfalls. In addition during the year ended June 30, 2018 and 2017 related parties were repaid, in cash, $281,783, and $637,915, respectively. During the year ended June 30, 2018 and 2017, the Company was advanced $162,008 and $159,386, respectively, for payment of expenses directly to vendors by related parties.

The Company has imputed interest at the rate of approximately 6.5% on the advances made to the Company in the amount of $100,715 during the year ended June 30, 2017, and has imputed interest at the rate of approximately 6.5% on the advances made to the Company in the amount of $123,898 during the year ended June 30, 2018.

Note 8 – Commitments and Contingencies

Office Leases

On July 25, 2016 and September 15, 2016 respectively the Company entered into lease agreements for two individual corporate offices at Tower 1, Avenue 3, The Horizon, Bangsar South City, Kuala Lumpur, Malaysia 59200. The leased premises occupy a total of 5,652 square feet on level 1 and 5,773 square feet on level 5, and each allowed for one month free rent in order to renovate and occupy the space.

F-12
Table of Contents

Under the terms of the lease(s) the Company will pay monthly rent of $7,242 USD (RM$31,086) for Level 1 and $7,397 USD (RM$31,752) for Level 5, and shall be responsible for all monthly utilities. The Company has recorded deferred rent for each of the Level 1 and Level 5 leases in the amount of one month's rent respectively for each of the leases in order to account for the free month of occupancy included in the terms of the lease. Deferred rent is being amortized over the term of the lease(s). Security deposits of two months' rent for Level 1 and Level 5 totaling $43,917 USD (RM$188,513), and a deposit for utilities with a cumulative total of $7,320 USD (RM$31,419) were remitted by a related party.

During the fiscal year ended June 30, 2018 and 2017 the Company expended a total of $139,872 (MYR 569,993) and $170,558 (RM 730,963) with respect to all of its leasing obligations. During the year ended June 30, 2018, the Company terminated all of its outstanding lease obligations. All deposits under the office leases were forfeited to the landlord as required under the leases upon early termination.

Other matters

The Company is currently in negotiations with a related party, Nami Development Corp., in order to provide the Company with administrative support in the form of a management fee contract. The Company expects that it will obtain both executive and staff level support, office space and computer and other office equipment for all administrative functions sometime in the fiscal year ended September 30, 2019.

From time to time the Company may be subject to proceedings, lawsuits, and other claims related to government agencies, operations, shareholders and contracts. The Company is required to assess the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of probable losses. A determination of the amount of accrual required, if any, for these contingencies is made after analysis of each matter. The required accrual, if any, may change in the future due to new developments in each matter or changes in settlement strategies. The Company does not believe that there are presently any such matters that will have a material adverse effect on its financial condition or results of operations.

Note 9 – Share Capital

Common Stock

The Company’s authorized capital consists of 600,000 shares of common stock with a par value of MYR 1 per share. All 600,000 shares of common stock of the Company are issued and held by GMCI Corp. as of June 30, 2018 and 2017.

Instruments Convertible into Common or Preferred Shares

As of June 30, 2018 and 2017, the Company had no instruments outstanding that were convertible into or exercisable into either common or preferred shares of the Company.

Note 10 – Sea Sand Mining Project

On August 30, 2017, SBS entered into an irrevocable right of use (“IRU”) agreement with JHW Holdings Sdn. Bhd. (“JHW”), whereby SBS shall be given exclusive rights to operate mining and extraction activities on the designated area (383 square kilometres outside the waters of the state of Terengganu, Malaysia, subject to certain terms and conditions therein) and manage all matters relating to the operations. The Company currently estimates that the acreage available under the IRU will provide approximately 5 years of sustained mining operations. As part of the IRU, the Company is responsible for all permitting costs (both for mining operation and for the right to sell the mined sand internationally) at both the state and federal levels of all applicable ministries and departments in Malaysia. As compensation for the IRU, the Company is obligated to remit to JHW on a quarterly basis, 25% of the profits from the mining activities, as defined within the agreement. The Company has obtained the approval to the required environmental and engineering assessments as part of the permitting process for approximately 20 square kilometers.

F-13
Table of Contents

During the year ended June 30, 2018, the Company capitalized $236,749 (MYR 954,477) of concession acquisition costs associated with the permit applications for the project.

Note 11 – Stock Payable

In the period ended June 30, 2018, the Company was in discussion with certain investors for a private offering of a new class of preferred equity (see Note 13). Prior to the subscription for this new preferred equity, one investor advanced the Company $59,530 (RM 240,000). In August 2018, the Company received a signed subscription from the preference share private placement for the amount tendered and will convert the payable to the preferred equity at the time of receipt of the signed subscription in the first quarter of Fiscal 2019.

Note 12 – Income Taxes

The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. During 2018 and 2017, the Company incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $1.472 million and $897,000 at June 30, 2018 and 2017 respectively, and will begin to expire in the year 2034.

Net deferred tax assets were made up of the following items as of June 30:

 

 

2018

 

 

2017

 

Deferred tax assets:

 

 

 

 

 

 

Impairment of related party receivables

 

 

105,600

 

 

 

106,000

 

Depreciation of Property, Plant and Equipment

 

 

7,000

 

 

 

5,200

 

Impairment of mining expenditures

 

 

-

 

 

 

20,000

 

Other

 

 

15,000

 

 

 

 

 

Net operating loss carryforwards

 

 

353,000

 

 

 

215,000

 

Total long-term deferred tax asset

 

 

480,600

 

 

 

346,200

 

Deferred tax liabilities:

 

 

 

 

 

 

 

 

Related party liabilities

 

 

(29,800)

 

 

-

 

Concession acquisition costs

 

 

(56,800)

 

 

-

 

Total deferred tax liabilities

 

 

(86,600)

 

 

-

 

Valuation Allowance

 

 

(394,000)

 

 

(346,200)

 

 

 

 

 

 

 

 

 

Total Net Deferred Tax Assets

 

 

-

 

 

 

-

 

The difference from the reported income tax benefit to that expected from the loss from operations computed using the Malay statutory federal income tax rate of 24% is as follows for June 30:

 

 

2018

 

 

2017

 

 

 

 

 

 

 

 

Expected income tax benefit

 

 

(110,300)

 

 

(126,000)

Permanent timing differences

 

 

39,900

 

 

 

25,000

 

Other

 

 

22,600

 

 

 

 

 

Valuation allowance

 

 

47,800

 

 

 

101,000

 

 

 

 

 

 

 

 

 

 

Reported income tax expense (benefit)

 

 

-

 

 

 

-

 

F-14
Table of Contents

Note 13 – Subsequent events

NAMI Corp. Acquisition

In July 2018, the Company was acquired by NAMI Corp. in a Securities Exchange Agreement completed with the Company’s prior parent, GMCI Corp. In exchange for the issuance of 720,802,346 common shares of NAMI Corp. to GMCI Corp., NAMI Corp. received the 600,000 common shares of the Company. Because NAMI Corp. is a public shell, as defined by the United States Securities and Exchange Commission and GMCI Corp. shareholders will receive in excess of 50.1% of the issued and outstanding shares of NAMI Corp., the transaction will not be accounted for as a business combination, but instead as a recapitalization of the Company into NAMI Corp.

On July 19, 2018, the Board deems it to be in the best interests of the GMCI and its stockholders for GMCI to approve and declare a dividend of shares of Nami to the stockholders of the GMCI, on a pro rata basis, determined in accordance with the number of shares of capital stock of the GMCI held by such stockholders, thereby transferring ownership of 100% of the outstanding shares of Nami held by GMCI to the stockholders of the GMCI (collectively, the “Nami Stock Dividend”). The Nami Stock Dividend was completed on August 21, 2018.

In August 2018, the Company designated a new class of preferred equity, designated the 12% redeemable cumulative preference shares, in its attempt to raise capital for business expansion and exploration and mining activities. The Company authorized the issuance of up to 50 million shares at the issue price of MYR 1.0 per share. The new preferred equity carries a cumulative 12% preferred dividend, payable on a quarterly basis, based on the issue price of the preferred security. The preferred dividend will have priority to any payment of dividends on the common equity. The preferred shares automatically convert to NAMI Corp common shares at the rate of USD $1.50 on then value translated into USD of each 12% redeemable cumulative preference share at the company redemption date which is 2nd anniversary of the issuance date. In the event of the liquidation or winding up of the Company, the preferred shares are entitled to distributions prior to any amounts distributed to the common equity holders. The holders of the preferred shares, so long as the cumulative preferred dividend is timely paid each quarter, have no general voting rights, but have rights to vote on any matters that effect the provisions of the preference shares. In the event that the Company fails to timely make its quarterly dividend payment, the holders of the preferred equity receive the right to vote on any and all general corporate matters on a 1 for 1 basis with the number of preferred shares held.

In august 2018, the Company received approximately $10,000 (MYR 40,000) in a second subscription of its 12% redeemable cumulative preference shares.

In August 2018, Nami Development Corp. advanced to the Company approximately $128,000 (MYR 526,650).

F-15
Table of Contents

EXHIBIT 99.2

NAMI CORP.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma condensed consolidated balance sheet is based on the historical balance sheets of NAMI Corp. ("NAMI" or the “Company”) and SBS Mining Corp. Malaysia Sdn Bhd. (“SBS”) as of May 31, 2018 for NAMI and June 30, 2018 for SBS. No pro forma statement of operations for the periods ending May 31, 2018 or June 30, 2018 or for the years ended November 30, 2017 or June 30, 2017 have been presented as the acquisition of SBS by NAMI, as more fully described below, is being accounted for as a recapitalization of SBS.

Page

Unaudited Pro Forma Condensed Consolidated Balance Sheet as of May 31, 2018 and June 30, 2018

2

Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet as of May 31, 2018 and June 30, 2018

3

1

Table of Contents

Nami Corp.

Pro Forma

Condensed Consolidated Balance Sheet - Unaudited

 

 

NAMI Corp.

 

 

SBS Mining Corp. Malaysia Sdn Bhd.

 

 

 

 

 

 

 

 

 

May 31,

2018

 

 

June 30,

2018

 

 

Proforma

Adjustments

 

 

Proforma

As Adjusted

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

Cash and bank balances

 

$-

 

 

$19,072

 

 

$-

 

 

$19,072

 

Prepayment

 

 

8,228

 

 

 

435

 

 

 

-

 

 

 

8,663

 

Other receivables and deposits

 

 

-

 

 

 

3,333

 

 

 

-

 

 

 

3,333

 

Total Current assets

 

 

8,228

 

 

 

22,840

 

 

 

-

 

 

 

31,068

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Concession acquisition costs

 

 

-

 

 

 

236,749

 

 

 

 

 

 

 

236,749

 

Plant and equipment

 

 

-

 

 

 

19,725

 

 

 

 

 

 

 

19,725

 

Total Assets

 

 

8,228

 

 

 

279,314

 

 

 

-

 

 

 

287,542

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other payables and accruals

 

$-

 

 

$114,726

 

 

$-

 

 

$114,726

 

Accounts payable and accrued liabilities

 

 

49,310

 

 

 

0

 

 

 

-

 

 

 

49,310

 

Amount due to related parties

 

 

339,128

 

 

 

1,996,164

 

 

 

-

 

 

 

2,335,292

 

Stock payable

 

 

-

 

 

 

59,530

 

 

 

-

 

 

 

59,530

 

Total Liabilities

 

 

388,438

 

 

 

2,170,420

 

 

 

-

 

 

 

2,558,858

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share capital (par value MYR 1 [approximately $0.31] per share; 600,000 shares authorized, issued and outstanding as of June 30, 2018 and June 30, 2017, respectively)

 

 

-

 

 

 

183,652

 

 

 

(183,652)

 

 

-

 

Common stock - Authorized 5,000,000,000 shares of common stock, $0.001 par value, Issued and outstanding 706,125,000 shares at May 31, 2018 and at November 30, 2017 pre -merger and 1,426,927,346 post -merger shares issued and outstanding as of May 31, 2018

 

 

706,125

 

 

 

-

 

 

 

720,802

 

 

 

1,426,927

 

Additional paid in capital

 

 

(689,285)

 

 

286,884

 

 

 

(934,200)

 

 

(1,336,601)

Accumulated deficit

 

 

(397,050)

 

 

(2,379,433)

 

 

397,050

 

 

 

(2,379,433)

Accumulated other comprehensive loss

 

 

-

 

 

 

17,791

 

 

 

-

 

 

 

17,791

 

Total Stockholders' Equity

 

 

(380,210)

 

 

(1,891,106)

 

 

0

 

 

 

(2,271,316)

Total Liabilities and Stockholders' Equity

 

$8,228

 

 

$279,314

 

 

$0

 

 

$287,542

 

See notes to the unaudited pro forma combined financial statements

2

Table of Contents

Nami Corp.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS

OF MAY 31, 2018 AND JUNE 30, 2018

On July 4, 2018, Nami Corp. (the “Company”, “Nami”, “we”, “us”, “our”), a company incorporated under the laws of the State of Nevada, USA, entered into a share exchange agreement (the “SEA”) with GMCI, as the shareholder (the “SBS Shareholders”) of SBS Mining Corp. Malaysia Sdn. Bhd., a Malaysian corporation (“SBS”), pursuant to which the Company acquired 100% of the issued and outstanding shares of SBS from GMCI in exchange for the issuance of 720,802,346 shares of the Company to GMCI (the “Exchange”).

As a result of the Exchange, SBS became a wholly owned subsidiary of NAMI and GMCI became majority shareholder of NAMI owning 50.51% of capital stock of the Company. The transaction under the Exchange has been accounted for as a recapitalization of SBS where the Company (the legal acquirer and public shell) is considered the accounting acquiree and SBS (the legal acquiree) is considered the accounting acquirer. As a result of this transaction, the Company is deemed to be a continuation of the business of SBS. In recognizing the transaction as a recapitalization of SBS, no purchase accounting occurs, the assets and liabilities of the Company are treated as acquired at their historical balances on the date of acquisition, and all prior historical results of the Company are no longer presented in the consolidated financial statements.

1. BASIS OF PRO FORMA PRESENTATION

The unaudited pro forma condensed consolidated balance sheets have been derived from the historical May 31, 2018 condensed balance sheet of Nami, and the historical June 30, 2018 condensed balance sheet of SBS after giving effect to the transaction.

Historical financial information has been adjusted in the pro forma balance sheet to pro forma events that are: (1) directly attributable to the Acquisition; (2) factually supportable; and (3) expected to have a continuing impact on the Company’s results of operations. The pro forma adjustments presented in the pro forma condensed consolidated balance sheet and statement of operations are described in Note 2— Pro Forma Adjustments.

The unaudited pro forma consolidated financial information is for illustrative purposes only. These companies may have performed differently had they actually been consolidated for the periods presented. You should not rely on the pro forma condensed consolidated financial information as being indicative of the historical results that would have been achieved had the companies always been consolidated or the future results that the consolidated companies will experience after the merger. Unaudited pro forma financial information and the notes thereof should be read in conjunction with the accompanying historical financial statements of SBS included elsewhere in this report.

2. PRO FORMA ADJUSTMENTS

The adjustments included in the pro forma balance sheet are as follows:

¨

To record 720,802,346 shares of Nami Corp. unregistered common stock issued to GMCI Corp. in exchange for 100% of the shares of common stock to of SBS Mining Corp. Malaysia Sdn. Bhd. held by GMCI.

¨

To eliminate the accumulated loss of Nami Corp. before the date of the Exchange.

3

Table of Contents

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

Item 9A. CONTROLS AND PROCEDURES

(a)

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as this term is defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management, including the Chief Executive Officer and Chief Financial Officer, is engaged in a comprehensive effort to review, evaluate, and improve our controls; however, management does not expect that our disclosure controls will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures is also based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on their evaluation as of the end of the period covered by this Registration Statement, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective to provide reasonable assurance as of June 30, 2018.

(b)

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of June 30, 2018. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control—Integrated Framework (2013). Based on our assessment using those criteria, we concluded that our internal control over financial reporting was not effective as of June 30, 2018.

(c)

Changes in Internal Control Over Financial Reporting

There was one change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) identified in connection with our evaluation that occurred as of the end of the period covered by this Registration Statement that has materially affected or is reasonably likely to materially affect our internal control over financial reporting. That change consisted of our contracting with a consulting firm to assist us in converting our results in Malaysia, which are accounted for under Malay Generally Accepted Accounting Principles (“GAAP”) into US GAAP.

49
Table of Contents

PART II — INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the expenses expected to be incurred by us in connection with the issuance and distribution of the securities being registered. No portion of any of such expenses will be borne by any of the selling stockholders.

SEC Registration

 

$11,722.04

 

Legal Fees and Expenses*

 

$50,000

 

Accounting Fees*

 

$7,500

 

Miscellaneous*

 

$2,000

 

Total

 

$71,222.04

 

Item 14. Indemnification of Directors and Officers.

The Nevada Business Corporation Act permits Nevada corporations such as ours to include in the articles of incorporation a provision eliminating or limiting directors' exposure to liability for monetary damages for breaches of their duty of care as directors, if the director acted in good faith and with ordinary care. The act does not eliminate the directors' liability for monetary damages for acts or omissions not in good faith or involving the intentional violations of law, the improper purchase or redemption of stock, payment of improper dividends or any transaction from which the director received an improper personal benefit.

The act also permits Nevada corporations to include in the articles of incorporation a provision to indemnify any and all persons it has the power to indemnity. The act provides that a Nevada corporation may indemnify a person who was, is or is threatened to be made, a named party in a proceeding because the person is or was acting on behalf of the corporation. The indemnification by the corporation may be made if it is determined that the person conducted himself in good faith, reasonably believed that the conduct was in the corporation's best interests if the indemnitee is a director, or was at least not opposed to the corporations' best interests if the person was someone other than a director. Directors may not be indemnified if the person improperly benefited personally or the person is found liable to the corporation. The indemnification may be in respect of judgments, penalties, fines, settlements and reasonable expenses actually incurred.

We have implemented the above-described provisions in our articles of incorporation. In addition, our by-laws provide for similar provisions. We do not have separate agreements of indemnification or advancement of expenses. We do not have directors and officers insurance.

50
Table of Contents

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC, indemnification is against public policy as expressed in the Securities Act, and is therefore unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the courts decision.










[49]



Part II - INFORMATION NOT REQUIRED IN THE PROSPECTUS


Other Expenses of Issuance and Distribution


Independently of whether or not all shares are sold, the estimated expenses of the offering, all of which are to be paid by the Company, are as follows:



EXPENSES RELATED TO THIS OFFERING

Legal

$   2,000.00

Bookkeeper

$   1,500.00

Accounting

$   3,500.00

EDGAR expenses

$       750.00

Transfer Agent and printing

$   1,000.00

SEC Registration Fee

$         19.00

TOTAL

$   8,769.00



All amounts are estimates other than the Commissions registration fee. We are paying all expenses of the offering listed above.


INDEMNIFICATION OF DIRECTORS AND OFFICERS


See Disclosure of Commission Position of Indemnification for Securities above.


RECENT SALES OF UNREGISTERED SECURITIES


Pack Fuerte is authorized to issue up to 75,000,000 shares of common stock with a par value of $0.001.The Company is not listed for trading on any securities exchange in the United States and there has been no active market in the United States or elsewhere for the common shares.


During the past year, the Company has sold the following securities which were sold in reliance on the exemption from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering.







[50]



September 18, 2012


We have issued 11,500,000 common shares to Mr. Miguel Alonso Peralta, former sole officer and director, for total cash consideration of $11,500; or $0.001 per share. On November 26, 2012 Mr. Peralta had resigned his positions as sole officer and director of Pack Fuerte, Inc. and Mr. Bunloet Sriphanorm had been appointed as the new sole officer and director. Mr. Sriphanorm is the current owner of the 11,500,000 issued shares. The Company believes that this issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering.


We have spent a portion of the above proceeds to pay for costs associated with this prospectus and expect the balance of the proceeds to be mainly applied to further costs of this prospectus and administrative costs.


We shall report the use of proceeds on our first periodic report filed pursuant to sections 13(a) and 15(d) of the Exchange Act after the effective date of this Registration Statement and thereafter on each of our subsequent periodic reports through the later of disclosure of the application of all the offering proceeds, or disclosure of the termination of this offering.



EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


Exhibit No.

Document Description

3(i)

Articles of Incorporation

3(ii)

By-laws

5

Opinion re legality

23(i)

Consent of legal counsel*

23(ii)

Consent of experts and counsel

*Contained in Exhibit 5


Description of Exhibits


Exhibit 3(i)


Articles of Incorporation of Pack Fuerte, Inc., dated September 05, 2012.


Exhibit 3(ii)


Bylaws of Pack Fuerte, Inc. approved and adopted on September 05, 2012.




[51]



Exhibit 5


Opinion of Law Offices of Thomas E. Puzzo, PLLC, dated February 28, 2013, regarding the legality of the securities being registered.



Exhibit 23(i)


Opinion of Law Offices of Thomas E. Puzzo, PLLC, dated February 28, 2013, included in Opinion filed as Exhibit hereto.


Exhibit 23 (ii)


Consent of Seale and Beers, CPAs, LLC, dated March 01, 2013, regarding the use in this Registration Statement of their report of the auditors and financial statements of Pack Fuerte, Inc. for the period ending November 30, 2012.


UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(a)(1) To file, during any period in which offers or sales of securities are being made, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.



[52]



(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or our securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the Act) may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers,a director, officer or controlling personsperson in the successful defense of any action, suit or proceeding,proceedings, is asserted by one of our directors, officers,such director, officer or controlling personsperson in connection with the securities being registered,offered or sold by us, we will, unless in the opinion of ourits counsel that the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act,federal securities law, and we will be governed by the final adjudication of such issue.case.



Item 15. Recent sales of unregistered securities.


[53]In October 2016, the Company’s Board of directors approved a 7:1 forward split. All share and per share amounts herein reflect the impact of the forward split.



On July 12, 2018, we issued a total of 720,802,346 shares of common stock to GMCI in exchange for all the capital stock GMCI held in SBS in connection with the SBS Acquisition.

The shares of common stock referenced above were issued in reliance upon an exemption from registration afforded under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering, or Regulation D promulgated thereunder. These issuances were exempt transactions pursuant to Section 4(2) of the Securities Act as they were private transactions by the Company and did not involve any public offering.

Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities during the year ended 2018, 2017, or 2016.

51
Table of Contents

Item 16. EXHIBITS

Exhibit No.

Description

2.1

Share Exchange Agreement dated as of July 4, by and between NAMI and GMCI (1)

3.1

Articles of Incorporation (2)

3.2

Amendment to the Company’s Articles of Incorporation (3)

3.3

Articles of Merger (4)

3.4

Bylaws (2)

5.1

Opinion of Wilson Bradshaw & Cao, LLP*

10.1

Agreement between SBS and JHW dated August 30, 2017(5)

10.2

Subscription Agreement for Redeemable Convertible Preference Shares of SBS*

10.2

Termination agreement of letter of intent dated July 4, 2018 (1)

23.1

Consent of LJ Soldinger Associates, LLC*

23.2

Consent of Wilson Bradshaw & Cao, LLP (included in Exhibit 5.1)*.

24.1

Power of Attorney (included on signature page)*

____________

*

Filed herewith.

(1)

Incorporated by reference from our Form 8-K filed on July 6, 2018

(2)

Incorporated by reference from our Registration Statement on Form S-1 filed on March 01, 2013

(3)

Incorporated by reference from Exhibit 3.(I) of our Form 8-K filed on December 16, 2016

(4)

Incorporated by reference from Exhibit 3.(II) of our Form 8-K filed on December 16, 2016

(5)

Incorporated by reference from Exhibit 10.1 of our Form 8-K filed on July 13, 2018

52
Table of Contents

Item 17. Undertakings.

The undersigned hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)

That, for the purpose of determining liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)

That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

53
Table of Contents

SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statementRegistration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Mueang Nakhon Ratchasima District, Nakhon Ratchashima Province, Thailand,City of Kuala Lumpur, Malaysia, on November 13, 2018

NAMI Corp

By:

/s/ Lew Sze How

Lew Sze How

Chief Financial Officer and

Principal Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this 01st dayRegistration Statement has been signed below by the following persons on behalf of March, 2013.Nami Corp and in the capacities and on the dates indicated.

Pack Fuerte, Inc.

SIGNATURES

TITLE

DATE

/s/ Calvin Chin

Chief Executive Officer, Principle Executive Officer

November 13, 2018

Calvin Chin

/s/ Bunloet SriphanormPOWER OF ATTORNEY AND SIGNATURES

Bunloet Sriphanorm

PresidentThe undersigned, a majority of the officers and Directordirectors of the company hereby constitute and appoint Lew Sze How and Calvin Chin, and each of them singly, with full power of substitution, our true and lawful attorneys-in-fact and agents to take any actions to enable the company to comply with the Securities Act, and any rules, regulations and requirements of the SEC, in connection with this registration statement, including the power and authority to sign for us in our names in the capacities indicated below any and all amendments to this registration statement and any other registration statement filed pursuant to the provisions of Rule 462 under the Securities Act.

Principal Executive Officer

Principal Financial Officer

Principal Accounting Officer


Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:indicated.

/s/ Bunloet Sriphanorm

Bunloet Sriphanorm

Signature

Title

Date

/s/ Calvin Chin

Calvin Chin

Chief Executive Officer (Principal Executive Officer)

November 13, 2018

/s/Lew Sze How

Chief Financial Officer of Compliance (Principal Financial Officer)

November 13, 2018

Lew Sze How

/s/ MW Jason Chan

MW Jason Chan

Chief Financial Officer of Operations

November 13, 2018

/s/ Chantel Chan

Chantel Chan

Chief Operation Officer of Compliance

November 13, 2018

/s/ SN Loh

SN Loh

Chief Operation Officer of Operations

November 13, 2018

/s/ Ong Tee Keat

Ong Tee Keat

Chairman

November 13, 2018

/s/ Nik Ismail bin Nik Yusoff

Nik Ismail bin Nik Yusoff

Director

November 13, 2018

/s/Abdul Aziz bin Abdul Jaafar

Abdul Aziz bin Abdul Jaafar

Director

November 13, 2018

/s/Soh Ooi Tech

Soh Ooi Tech

Director

November 13, 2018

/s/Lok Khing Ming

Lok Khing Ming

Executive Director

November 13, 2018

President and Director

Principal Executive Officer

Principal Financial Officer
54

Principal Accounting Officer




[54]