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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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OMBAPPROVAL
OMB Number:3235-0065 Expires: March 31, 2018 Estimated average burden hours per response. . .972.32
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FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
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Linton Inc
(Exact name of registrant as specified in its charter) |
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New York
(State or other jurisdiction of incorporation or organization) |
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1040
(Primary Standard Industrial Classification Code Number) |
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47-4364671
(I.R.S. Employer Identification Number) |
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Address: 3906 Main Street, 207, Flushing, NY11354 Tel: 646-508-6285
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) |
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Name: Wanjun Xie Address: 3906 Main Street, 207, Flushing, NY11354 Tel: 646-508-6285
(Name, address, including zip code, and telephone number, including area code, of agent for service) |
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It will be practiced as soon as possible after this Registration Statement will become effective.
(Approximate date of commencement of proposed sale to the public) |
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If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b- 2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [ X ]
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| Title of Each Class of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price Per Unit |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee |
| Class A Common Shares | 59,900,000,000 | $0.000001 | $59,900 | $6.03 |
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the Company hereby amends the Registration Statement, Form S-1 (File No. ), to include on the cover page the delaying amendment language required by Rule 473 of the Securities Act. Specifically, the Company hereby amends the Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such dates as the Commission, acting pursuant to said section 8(a), may determine. |
| IV. DEL AM | IV. Separately filed delaying amendment under Securities Act Rule 473 to delay effectiveness of a 1933 Act registration statement | IV. EDGARLink Template 3 | IV. XFDL Technical Specification |
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Class A Common Share 1. The registrant's name: Linton Inc 2. The title of securities offered: Class A common share The amount of securities offered: 59,900,000,000 shares 3. Linton Inc. is offering 59,900,000,000 shares of its Class A common stock. We will not receive any proceeds from the sale of shares by the selling stockholders. This is our initial public offering and no public market currently exists for our shares of Class A common shares. 4. We have one class of authorized common stock, Class A common stock. Each share of Class A common stock is entitled to one vote per share. 5. All these class A common shares will be sold by the Corporation, There aren't securities that will be offered by the selling security holder on this registration statement. 6. The total minimum amount of the offering will be 59,900,000,000 Class A common shares. We anticipate that the initial public offering price will be $ 0.000001 per share. The underwriter's discounts and commissions will be $0. The net proceeds which the Corporation receives will be $59,900. Any selling shareholder's net proceeds will be $0. The total maximum amount of the offering will be 59,900,000,000 Class A common shares. We anticipate that the initial public offering price will be $ 0.000001 per share. The underwriter's discounts and commissions will be $0. The net proceeds which the Corporation receives will be $59,900. Any selling shareholder's net proceeds will be $0. 7. Market for the securities: The securities offered will be listed in OTC Markets. The trading symbol(s) for those securities will be applied after the registering statement will be effective. 8. Investing in our Class A common stock involves risks. See "Risk Factors" beginning on page 5. 9. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. 10. All the class A common shares will be sold by the Corporation. The Corporation don't have any underwriters for this offering, There isn't has any underwriting arrangement with the issuer. 11. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. 12. No person should rely on the information contained in this document for any purpose other than participating in our proposed initial public offering, and only the preliminary prospectus dated, 2016, is authorized by us to be used in connection with our proposed initial public offering. The preliminary prospectus will only be distributed by the Corporation and no other person has been authorized by the Corporation to use this document to offer or sell any of our securities. 13. Until , 2016 (25 days after the commencement of our initial public offering), all dealers that buy, sell, or trade shares of our Class A common stock, whether or not participating in our initial public offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
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| Page | |
| Prospectus Summary .................................................................................... | 5 |
| Risk Factors ........ ................................................................................... | 5 |
| Ratio of Earnings to Fixed Charges ........ ......................................................... | 6 |
| Use of Proceeds ........................................................................................ | 6 |
| Determination of Offering Price ...................................................................... | 7 |
| Dilution ................................................................................................ | 8 |
| Selling Security Holders .............................................................................. | 8 |
| Plan of Distribution .................................................................................. | 8 |
| The Underwriters' Compensation and the offering Expenses ........................................ | 8 |
| Description of Securities to be Registered ......................................................... | 8 |
| Interests of Named Experts and Counsel .............................................................. | 9 |
| Description of Business ............................................................................... | 9 |
| Description of Property ............................................................................... | 10 |
| Legal Proceedings ...................................................................................... | 10 |
| Market for Common Equity and Related stockholder Matters ...... ................................... | 10 |
| Financial Statement ................................................................................... | 10 |
| Selected Financial Data ............................................................................... | 10 |
| Supplementary Financial Information ................................................................. | 11 |
| Management's Discussion and Analysis or Plan of Operation ........................................ | 12 |
| Evaluation of Disclosure Controls and Procedures .................................................. | 14 |
| Quantitative and Qualitative Disclosures About Market Risk ....................................... | 14 |
| Changes in and Disagreements with Accountants on Accounting and financial Disclosure ......... | 15 |
| Directors, Executive Officers, Promoters and Control Persons .................................... | 15 |
| Executive Compensation ...... .......................................................................... | 15 |
| Security Ownership of Certain Beneficial Owners and management ...... ............................ | 15 |
| Certain Relationships and Related Transations ...................................................... | 15 |
| Disclosure of Commission Position on Indemnification for Securities Act Liabilities .......... | 16 |
| Other Expenses of Issuance and Distribution ........................................................ | 16 |
| Indemnification of Directors and Officers .......................................................... | 16 |
| Recent Sales of Unregistered Securities ............................................................ | 16 |
| Exhibits and Financial Statement Schedules ........................................................ | 16 |
| Undertakings ........................................................................................... | 16 |
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This summary information contained in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider in making your investment decision. You should read the entire prospectus carefully before making an investment in our Class A common stock. You should carefully consider, among other things, our financial statements and the related notes and the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus. The Corporation trade the spot gold and the spot silver. We believe that the Corporation can gain profit when we are and will be trading the spot gold and the spot silver, so we issue our securities to public. But we don't guarantee that the Corporation can gain profit when we are and will be trading the spot gold and the spot silver. Raise the Corporation's capital from the public markets isn't our important purpose of the initial public offering, but we believe the Corporation will growing up continually. Risk Factors for Trading Purposes: Our business or proposed business is trading the spot gold and the spot silver. The Corporation has all substantial risks which have in the spot gold markets and the spot silver markets. If the prediction markets of the Corporation will be wrong, the part fund in trading account will be lost. Risk Factors for Purposes Other Than Trading: 1. Our Lack of an Operating History the Corporation lacks an operating history, so the investors can't know the ability for running the business by the operating historical data. If the Corporation will lose continually, the investors who will buy the securities of the Corporation will lose their money. 2. Our Lack of Profitable Operations in Recent Periods Our lack of profitable operations in recent periods: the Corporation started to run its business since February 24, 2016. The Corporation didn't have last fiscal year. The Corporation lacks its profitable operation in recent periods. The Corporation lacks the profitable operating history, so the investors can't know the profitable ability of the Corporation by the profitable operating historical data. If the Corporation will lose continually, the investors who will buy the securities of the Corporation will lose their money. 3. Our Financial Position As of December 31, 2015, the total assets of the Corporation were $0, the cash and cash equivalents of the Corporation were $0, so the Corporation lacks capital for running its business. If the Corporation will lose continually, it will lose the ability for running its business; the investors who will buy the securities of the Corporation will lose their money, even they can't resale the securities of the Corporation. As of December 31, 2015, the Corporation didn't have any liabilities. 4. Our lack of Sources of Additional Funding The Corporation lacks the sources of additional funding. If the Corporation will lose continually, it will lose the ability for running its business; the investors who will buy the securities of the Corporation will lose their money, even they can't resale the securities of the Corporation. 5. The Management Beneficially Owner The management beneficially will owns a significant portion of the Corporation's securities, it is a risk factor that the management has ability to exercise significant control over the Corporation. 6. The Corporation Dependence on Larison Inc The Corporation dependence on Larison Inc, and the risk that this presents. In the future, Larison Inc will sell part shares of the Corporation or other corporations, which Larison Inc will hold, and then Larison Inc will grant most fund to the Corporation, and raise the price of the shares. But if the shares price of the Corporation or other corporations will be low, Larison Inc can't sell these shares, and then Larison Inc won't grant enough fund to the Corporation, the Corporation won't get enough it working capital.
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7. Many factors can affect the price of gold and silver The special factors are US dollar trend, chaos caused by war, a volatile political situation, a financial crisis in some countries, inflation, oil prices, rate in a country, economic situation, supply and demand relation. 8. If the Broker Companies will Go Bankrupt If a broker company, which the Corporation wills choice for trading the spot gold and the spot silver, will go bankrupt, the corporation will make a significant lose. The Corporation didn't issued debt securities, so there isn't the ratio of earnings to fixed charges. 1. The following table sets forth the use of the proceeds from this offering: |
| If Minimum Sold Amount | If Maximum Sold Amount | |
| Total Proceeds | $59,900 | $59,900 |
| 100% | 100% | |
| Less: Offering Expenses | ||
| Commission & Finders Fees | $0 | $0 |
| Legal & Accounting | $0 | $0 |
| Net Proceeds from Offering | $59,900 | $59,900 |
| Use of Net Proceeds | $59,900 | $59,900 |
| Working Capital | $59,900 | $59,900 |
| Total Use of Net Proceeds | $59,900 | $59,900 |
| 100% | 100% |
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2. We intend to reserve a significant portion of our proceeds as working capital. All the working capital will be used one purpose. We will use all the working capital to trading the spot gold and the spot silver. 3. If substantially less than the maximum proceeds are obtained, the priorities order that the proceeds will be used to pay: (1). Any necessary expenditure;
4. There is no minimum amount of proceeds that must be raised before the Corporation may use the proceeds of the offering. 5. There isn't material amounts of funds from sources other than this offering are to be used in conjunction with the proceeds from this offering. 6. There isn't any material part of the proceeds is to be used to discharge indebtedness. 7. There isn't any material amount of proceeds is to be used to acquire assets, other than in the ordinary course of business. 8. There isn't any amount of the proceeds is to be used to reimburse any officer, director, employee or stockholder for services already rendered, assets previously transferred, or monies loaned or advanced, or otherwise. 9. The Corporation isn't having or won't anticipates having within the next 12 months any cash flow or liquidity problems. The Corporation isn't having or won't anticipates having within the next 12 months any items in default or in breach of any note, loan, lease or other indebtedness or financing arrangement requiring the corporation to make payments. The Corporation isn't having or won't anticipates having within the next 12 months a significant amount of the Company's trade payables have not been paid within the stated trade term.
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10. Proceeds from this offering will satisfy the corporation's cash requirements for the next 12 months. The corporation won't be necessary to raise additional funds for the next 12 months, unless the corporation will rise it funds for the purpose which the corporation will want to expand its business. 11. The Corporation may reserve the right to change the use of proceeds, provided that such reservation is due to certain contingencies that are discussed specifically and the alternatives to such use in that event are indicated The securities offered are class A common stock, the following factors may be relevant to the price at which the securities are being offered. 1. The Corporation started to run its business since February 24, 2016, so it hasn't its last fiscal years. 2. As of December 31, 2015, the Corporation's profit (lose) was $-($-), the Corporation couldn't show offering price as a multiple of earnings, didn't adjust to reflect for any stock splits or recapitalizations, and use conversion or exercise price in lieu of offering price. 3. Net tangible book value means total assets (exclusive of copyrights, patents, goodwill, research and development costs and similar intangible items) minus total liabilities. As of December 31, 2015, the net tangible book value (If deficit, show in parenthesis) of the Corporation is $- (about $- per share) 4. The Corporation didn't have any options, warrants or rights and conversions of any convertible securities offered. 5. Post-offering value is management implicitly attributing to the entire Corporation by establishing the price per security set forth on the cover page. Post-offering value is $59,900 These values assume that the Company's capital structure would be changed to reflect any conversions of outstanding convertible securities and any use of outstanding securities as payment in the exercise of outstanding options, warrants or rights included in the calculation. The type and amount of convertible or other securities thus eliminated would be $0. These values also assume an increase in cash in the Company by the amount of any cash payments that would be made upon cash exercise of options, warrants or rights included in the calculations. The amount of such cash would be $0. 6. When there was no established public trading market, the Class A common shares of the Corporation was being registered at New York State. There wasn't a gap between the offering price and the market price,
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1. The dilution (a loss in value per share due to share issuance) won't take place upon the shares distribution. 2. The net tangible book value per share before the distribution will be $-, and the net tangible book value per share after the distribution will be $0.000001. 3. There isn't the increase in such net tangible book value per share attributable to the cash paid by purchasers of the shares being offered. 4. The amount of the immediate dilution to be suffered by the purchasers will be $0. There aren't securities that will be offered by the selling security holder on this registration statement. 1. There are 59,900,000,000 Class A common shares of the Corporation will be issued. 2. About 50,500,000,000 Class A common shares of Linton Inc will be sold to Larison Inc, the price is $0.000001. Now, Mr. Wanjun Xie was the president of Larison Inc, and owned 100% shares of Larison Inc. 3. The Corporation won't have any other types of underwriting, such as interest or dividend reinvestment plans that will be involved. The Corporation won't have any plans for non-cash outlays such as acquisition, reorganization, readjustment or succession. 4. 59,900,000,000 Class A common shares is our initial public offering. The registered securities aren't to be offered in connection with the writing of call options traded (or to be traded) on an exchange. 5. Any underwriter won't place a member on the Corporation's board of directors. There isn't having any indemnifications of underwriters. 6. The Corporation won't have any finders (persons or entities who connect two parties for a fee). The Corporation won't have any principal underwriter that intends to sell to any accounts over which it exercises discretionary authority. 7. There aren't any underwriters or any selling group members intend to engage in passive market making. There aren't have any transaction that the underwriter intends to conduct or has conducted during or before the offering that stabilizes, maintains, or otherwise affects the market price of the offered securities. 8. The Corporation didn't issue any warrant and rights offerings. This is the table that sets out the nature of the underwriters' compensation and the amount of discounts and commissions to be paid to the underwriter for each security and in total. |
| Paid by Corporation | Paid by Selling Shareholders | |
| Underwriters' Compensation | ||
| The Amount of the Discounts | $0 | $0 |
| The Amount of the Commissions | $0 | $0 |
| Total | $0 | $0 |
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1. The securities being offered hereby are Class A Common Share. 2. These securities have cumulative voting rights. 3. The securities aren't convertible. 4. The securities aren't notes or other types of debt securities. 5. The securities aren't Preference or Preferred stock. 6. The securities are capital stock, so the Corporation can't pay dividends, if the Corporation would not be able to pay its debts as they become due in the usual course of business, or if the Corporation's total assets would be less than the sum of its total liabilities plus the amount that would be needed. 7. As of December 31, 2015, the amount of assets available for payment of dividends if deficit must be first made up: $- (deficit: $-).
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The Corporation doesn't have any experts and counsel to prepare the registration statement, or assist to issue the securities, so there aren't the Interests of Named Experts and Counsel. 1. Exact corporate name: Linton Inc 2. State and date of incorporation: State: New York Date: June 26, 2105 3. Street address of principal office: 3906 main Street, 207, Flushing, NY11354 4. The Corporation is trading the spot gold and the spot silver. All business of the Corporation is outside of U.S.A, and all trading is outside of U.S.A. Now, the Corporation is using the BullionVault Service System to be the trading vehicle, to trade the spot gold and the spot silver. The BullionVault service is owned by Galmarley Limited, which is company number 4943684 registered in Great Britain at 12th Floor, Landmark House, Blacks Road, Hammersmith, London W6 9DP. Custodian for our spot gold and our spot silver: (1). Brink's Corporation: Address: 1801 Bayberry Court, Richmond, VA23226 Our spot gold are deposited in the New York gold pool, the London gold pool, the Zurich gold pool, the Toronto gold pool and the Singapore gold pool of Brink's. Our spot silver are deposited in the London silver pool, the Zurich silver pool, the Toronto silver pool and the Singapore silver pool of Brink's. (2). Loomis International (CH) AG Address: Gamla Brogatan 36-38, 2nd floor
Our spot gold are deposited in the New York gold pool, the London gold pool, the Zurich gold pool, the Toronto gold pool and the Singapore gold pool of Loomis International. Our spot silver are deposited in the London silver pool, the Zurich silver pool, the Toronto silver pool and the Singapore silver pool of Loomis International. 4. Describe the industry in which we are participating: Gold and silver are international currency. Gold and silver market is a international market. The gold and silver can trade the spot gold, the spot silver, the futures gold and the future silver. Many factors can affect the price of the gold and silver. Gold and silver market is most close to the perfect competition in international market. The trends within industry which we are participating: The supply-demand relationships, the political factors and the markets will affect the price of the gold and silver in gold and silver market. In recent, the trends within the industry: The price of Gold was going down, and the price of silver was going down. Set forth the timing and size of results of our efforts which will be necessary in order for us to be profitable: In order for the Corporation to be profitable, we will study the supply-demand relationships, the political factors and the internationals markets in every day. it will be good to get opportunities for investing in the spot gold and the spot silver market. 5. The corporation's investment strategy for the spot gold and the spot silver investment is short term hold and trade, and tries to reduce any investing and trading risk. 6. The Corporation plan that more than 90% of the company's assets (excluding account receivable) will be invested in the trading for the spot gold and the spot silver. Now, the Corporation is using its 100% working capital to trading the spot gold and the spot silver. 7. The Corporation won't use any trading advisors. 8. The managements of the Corporation has more than 24 years management prior experience related to the company's business, the managements of the Corporation has more than one year the management's experience in running a public corporation.
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1. The Corporation doesn't have lands and buildings, such as plants, mines, oil, and gas. 2. The Corporation didn't purchase any real estate, equipments and patents. The Corporation didn't lease any real estate. The Corporation won't intents to acquire any real estate in the immediate future. 3. The Corporation made an Irrevocable Management Agreement with Blueville Inc. According the agreement, the Corporation will pay 10% income quarterly before taxes to Blueville Inc, and Blueville Inc will pay the managing expenditures, the office rent, the office supplement, the legal fees, the accounting fees and other service fees. Wanjun Xie, who is the president of the Corporation, is the president of Blueville Inc also. The Corporation didn't have any past, pending or threatened litigation or administrative action which has had or may have a material effect upon the Corporation's business, financial condition, or operations, including any litigation or action involving the Corporation's officers, directors or other key personnel. 1. Now, the Common Shares of the Corporation didn't trading in any exchange markets, and the Corporation didn't get a share's "Symbol". So the Corporation doesn't have a record for its common market price. 2. The Corporation doesn't have a dividend history. We have never declared or paid cash dividends on our capital stock. We currently intend to retain any future earnings for use in the operation of our business and do not intend to declare or pay any cash dividends in the foreseeable future. Any further determination to pay dividends on our capital stock will be made by our board of directors. 3. Record owners of 5 percent or more of any class of the equity securities of the Corporation: Wanjun Xie own directly 100% shares of the Corporation. 4. Beneficial owners of 5 percent or more of any class of the equity securities of the Corporation: Wanjun Xie own directly 100% shares of the Corporation. 1. The Corporation will audit its financial statement since its starting date to March 31, 2016. 2. The Corporation will update its financial statement after April 1, 2016 in Form S-1/A. The corporation started to operation its business since February 24, 2016, so the Corporation hasn't its statements of income data for the years ended December 31, 2015. |
| Year's Ended December 31, 2015 | |
| Statements of Operations Data: | |
| Revenue | - |
| Costs and expenses: | |
| Cost of revenue | - |
| Trading commissions | - |
| Custodian's fees | - |
| Management expenditure | - |
| Total costs and expenses | - |
| Income (loss) from operations | - |
| Interest and other income/(expense), net | - |
| Other expense, net | - |
| Income (loss) before provision for income taxes | - |
| Provision for income taxes | - |
| Net income (loss) | - |
| Net income (loss) attributable to Class A common stockholders | - |
| Earnings (loss) per share attributable to Class A common stockholders: | |
| Basic | - |
| Diluted | - |
| Balance Sheets Data: | |
| Cash, cash equivalents, and marketable securities | - |
| Working capital | - |
| Property and equipment, net | - |
| Total assets | - |
| Total liabilities | - |
| Total stockholders' equity | - |
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The Corporation didn't have any Costs and expenses include share-based compensation expense in 2015.
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The Corporation didn't have any item which looks for changes caused by such events as: disposals of business segments; extraordinary, unusual or infrequently occurring items; and matters related to gas and oil. The following discussion and analysis should be read in conjunction with the audited financial statements of Linton Inc., and the related notes included elsewhere in this statement. The historical financial data discussed below reflects the historical results and financial position of Linton Inc. In addition, this discussion and analysis contains forward looking statements and involves numerous risks and uncertainties, including those described under "Cautionary Note Regarding Forward-Looking Statement" and "Risk Factors". Actual results may differ materially from those contained in any forward looking statements. Overview Industry Environment The Corporation was trading the spot gold and the spot silver. The business was impacted by the international circumstances, at same time, the business was impacted by the market's analysis and market's prediction of the Corporation. We tried to reduce the risk when we were trading the spot gold and the spot silver. Primary Sources of Revenues The primary sources of revenues of the Corporation were trading income and other incomes. Primary Expenses The primary expenses are the management expenditure, the custodian's fees and the trading commissions. Components of Results of Operations Revenue Trading incoming: The primary incomes of the Corporation were trading the spot gold and the spot silver. Cost of Revenue and Operating Expenses Cost of revenue: The cost of revenue was the trading commissions and the custodian's fees. Management expenditure: the Corporation will pay the managing fees quarterly to the Blueville Inc, which is the managing company of the Corporation. Results of Operations The following tables set forth our condensed statements of income data: |
| Ended December 31, 2015 | |
| Revenue | - |
| Costs and expenses: | |
| Cost of revenue | - |
| Trading commissions | - |
| Custodian's fees | - |
| Management Expenditure | - |
| Total costs and expenses | - |
| Income from operations | - |
| Interest and other income | - |
| Income before provision for income taxes | - |
| Provision for income taxes | - |
| Net income | - |
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The Corporation didn't have any Share-based compensation expense included in costs and expenses. The following table set forth our condensed statements of income data (as a percentage of revenue): |
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Revenue |
| Ended December 31 2015 | |
| From June 26, 2015 to December 31, 2015 | |
| Revenue: | |
| Trading Income | - |
| Interest and other income/(expense), net | - |
| Total revenue | - |
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Cost of Revenue |
| Ended December 31, 2015 | |
| From June 26, 2015 to December 31, 2015 | |
| Cost of revenue | - |
| Percentage of revenue | - |
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Management Expenditure |
| Ended December 31, 2015 | |
| From June 26, 2015 to December 31, 2015 | |
| Management Expenditure | - |
| Percentage of revenue | - |
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Interest and other income/(expense), net |
| Ended December 31, 2015 | |
| From June 26, 2015 to December 31, 2015 | |
| Interest income/(expense), net | - |
| Other income/(expense), net | - |
| Interest and other income/(expense), net | - |
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Provision for income taxes |
| Ended December 31, 2015 | |
| From June 26, 2015 to December 31, 2015 | |
| Provision for income taxes | - |
| Effective tax rate | - |
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Full Fiscal Years The Corporation was registered in New York State on June 26, 2015, and the Corporation started to run its business since February 26, 2015, and the Corporation didn't have full fiscal years, so we can discuss the financial condition, changes in financial condition and results of operations of the Corporation since June 26, 2015 to December 31, 2015 . Liquidity and Capital Resources Our capital resources were from the investment of the owner. Our Capital Resources sources were our cash. Cash were $0 as of December 31, 2015.
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Cash Provided by Operating Activities $0 cash was invested in the spot gold and the spot silver trading as of December 31, 2015. Off-Balance Sheet Arrangements We did not have any off-balance sheet arrangements as of December 31, 2015. Contractual Obligations The Corporation didn't have any contractual obligations as of December 31, 2015. Obligations or Liabilities The Corporation didn't have any obligations or liabilities (including contingent obligations or liabilities) as of December 31, 2015. Contingencies The Corporation didn't have any contingencies as of December 31, 2015. Material Favorable Impact on Net Revenues or Income The Corporation didn't have any material favorable impact on net revenues or income as of December 31, 2015. Inflation and Other Changes in Prices The inflation and other changes in prices didn't impact the Corporation's net revenues and income from continuing operations. Plan of Operation and Milestones 1st event or milestone: Event or milestone: Start to profit in trading the spot gold and the spot silver. Expected manner of occurrence or method of achievement: Study the gold and silver market, and try to do our best in trading the spot gold and the spot silver. The Corporation's income will be reinvested to achieve increasing the share's price. Date or number of months after receipt of proceeds should be when accomplished: About on June 30, 2016. 2nd event or milestone: Event or milestone: The business will be running normally, to increase capital, to increase profit. Expected manner of occurrence or method of achievement: The Corporation's income will be reinvested to achieve increasing the share's price. Larison Inc will grant its most fund to support the Corporation. Date or number of months after receipt of proceeds should be when accomplished: About on December 31, 2016. If the Corporation of delays in achieving each of the events or milestones within the above time schedule, the profit capacity of the Corporation will be serious to decrease, the Corporation's liquidity will be serious to decrease; even the Corporation's liquidity will be exhausted. The faith of the Corporation's shareholder will be serious to decrease, they will undersell the shares of the Corporation, and the share's price of the Corporation will be falling. Our financial statements are prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical experience and on various other assumptions that we believe are reasonable under the circumstances. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions. We believe that the assumptions and estimates associated with revenue recognition for Payments and other fees, income taxes and share-based compensation have the greatest potential impact on our condensed financial statements. Therefore, we consider these to be our critical accounting policies and estimates.
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As a result of our operating and financing activities, we are exposed to market risks such as interest rate risk, foreign currency exchange rate risk and credit risk. We have implemented policies and procedures designed to measure, manage, monitor and report risk exposures, which are regularly reviewed by the appropriate management and supervisory bodies. The Corporation started to run its business since February 24, 2016, so the Corporation shall provide, in the register statement, quantitative information about market risk as of the end of December 31, 2015, and the period was from June 26, 2015 to December 31, 2015. Interest Rate Risk Our have exposure to market risk for changes in interest rates relating to our cash and cash equivalents, short-term and long-term investments, short-term and long-term restricted cash and investments, and indebtedness. As of December 31, 2015, our cash and cash equivalents were $0, short-term investments were $0, long-term investments were $0, short-term restricted cash and investments were $0, long-term restricted cash and investments were $0, and indebtedness were $0. All these investments are denominated in U.S. dollars. The changes in interest rates don't impact the earnings of the Corporation. A hypothetical decrease in long-term interest rates to zero basis points would not impact annual pre-tax earnings as of December 31, 2015, assuming no change in the amount or composition of our cash and cash equivalents, short-term and long-term investments and short-term and long-term restricted cash and investments. As of December 31, 2015, we had $0 in outstanding debt. A hypothetical 100 basis point increase in long-term interest rates would not impact annual pre-tax earnings as of December 31, 2015, assuming no change in the volume or composition of our outstanding indebtedness and no hedging activity. F oreign Currency Exchange Rate Risk 1. Market Risk for Trading Purpose The Corporation will be using US dollars to trade the spot gold and the spot silver, so the Corporation isn't subject to foreign currency exchange rate risk. 2. Market Risk for Other than Trading Purpose The Corporation will be using US dollars to trade the spot gold and the spot silver, so the Corporation isn't subject to foreign currency exchange rate risk. 3. Credit Risk We are exposed to credit risk in our operations in the event of a brokerages default. We limit our exposure to credit risk by rigorously selecting the brokerages with which we make our trading. An ongoing review is performed to evaluate changes in the status of brokerages. In addition to the intrinsic creditworthiness of brokerages. For a summary of the risks associated with this investment activity and how these risks are mitigated, see "Risk Factors" in the registered statement. Impact of Inflation We have not been adversely affected by inflation when we are trading the spot gold and the spot silver. In the event of inflation, we believe that we will be able to pass on any price increases to our business, as the prices that we charge are not governed by long-term contracts. As of the end of the period covered by this statement, an evaluation was carried out by our management, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures were effective as of the end of the period covered by this statement.
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There were no changes in our internal controls over financial reporting and statement that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting and statement. As a result, no corrective actions were taken. Mr. Wanjun Xie will charge all managing affairs, operation affairs and financial affairs. An Accountant Service Agency will assist part of the Corporation's financial management affairs and all reporting Taxes affairs. Number of Directors: One. Director name: Mr. Wanjun Xie Mr. Wanjun Xie is the promoter and control person. Name: Wanjun Xie
Employers during past five years:
Education:
Now, Wanjun Xie will continue to charge all affairs of China Democracy Party Foundation, but they are volunteers to work for China Democracy Party Foundation. Now, Wanjun Xie is self-employed. Principal Business of China Democracy Party Foundation (CDPF) CDPF is a not-for-profit organization in U.S.A. CDPF is trying to work for democracy, freedom, fairness and justice in China. CDPF is trying to bring the value view and the politic system of U.S.A . to China. CDPF is trying to build a multi-party political system in China in the future. The Corporation is a small corporation, so the Corporation doesn't have any executive compensation. We confirm that there has been no compensation awarded to, earned by, or paid to any named executive officers or directors for the periods covered in the financial statements included in the amended filing. This is the beneficial owner of more than five percent of any class of the Corporation's voting securities. |
| Title of Class | Name of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class |
| - | Wanjun Xie | 0 | 100% |
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Name: Wanjun Xie
None.
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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 a director or officer of ours in the successful defense of the action, suit or proceeding) is asserted by the director or officer in connection with securities which may have been registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court or appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issues. This is the table that sets out the nature of all offering expenses. |
| Offering Expenses | |
| Prepaid SEC Fees | $0 |
| Federal Taxes | $0 |
| State Taxes and Fees | $0 |
| Trustees Fees | $0 |
| Transfer Agents Fees | $0 |
| Legal Fees | $0 |
| Accounting Fees | $0 |
| Total | $0 |
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All service expenditures are and will be paid by Blueville Inc which is the managing company of the Corporation. State the general effect of any statute, charter provisions, by-laws, contract or other arrangements under which any controlling persons, director or officer of the registrant is insured or indemnified in any manner against liability which he may incur in his capacity as such. There weren't any recent sales of unregistered securities. 3.1.1 Certificate of Incorporation
The undersigned Registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus 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. Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement amendment to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Queens, State of New York, on February 29, 2016. Registrant: Linton Inc Signature By, Wanjun Xie
Signature By, Wanjun Xie
Signature By, Wanjun Xie
Majority of the Board of Directors Signature By, Wanjun Xie
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. Signature By, Wanjun Xie
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Form S-1 Appendix I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is true copy of said original. WITNESS my hand and official seal of the Department of State, at the City of Albany, on June 25, 2015. Anthony Giardina
I, the undersigned, a natural person of at lease 18 years of ages, for the purpose of forming a corporation under 402 of the Business Corporation Law of the State of New York hereby certify: FIRST: The name of the corporation is: SECOND: This corporation is formed to engage in any lawful act or activity for which a corporation may be organized under the Business Corporation Law, provided that it is not formed to engage in any act or activity requesting the consent or approval of any state official, department, board, agency or other body without such consent or approval fist being obtained. THIRD: The county, within this state, in with the office of the corporation is to be located is QUEENS. FOURTH: The total number and value of shares of common stock which the corporation shall have authority to issue is: 200 SHARES WITH NO PAR VALUE. FIFTH: The Secretary of State is designated as agent of the corporation upon whom process against it may be served. The address within or whihout this state to which the Secretary of State shall mail a copy of any process against the corporation served upon him or her is: Wanjun Xie
I certify that have read the above statements, I am authorized to sign this Certificate of Incorporation, that the above statement are true and correct to the best of my knowledge and belief and that my signature typed below constitutes my signature. Wanjun Xie(Signature)
Filed by:
FILED WITH THE NYS DEPARTMENT OF STATE ON: 06/25/2015
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Form S-1 Appendix I hereby certify that the annexed copy has been compared with the original document in the custody of the Secretary of State and that the same is true copy of said original. WITNESS my hand and official seal of the Department of State, at the City of Albany, on July 15, 2015. Anthony Giardina
OF THE CERTIFICATE OF INCORPORATION FIRST: The name of the corporation is: If the name of the corporation has been changed, the name under which it was formed is: N/A SECOND: The date of filing of the certificate of incorporation with the Department of State is: 06/25/2015 THIRD: The amendment effected by this certificate of amendment is as follow: Paragraph Fourth of the certificate og Incorporation relating to Increasing the total number of shares to be issued. The original 200 shares of no par value have not been issued and will be cancelled. is hereby amended to read in its entirty as follows: Fourth: The total number of shares which the corporation shall have authority to issue will be 59,900,000,000. All of the shares will be common shares (Class A). The par value of each share will be $0.000001. FOURTH: The certificate of amendment was authoritized by: [X]The vote of the board of directors followed by a vote of a majority of all outstanding shares entitled to vote thereon at a meeting of shareholders. []The vote of the board of directore followed by the unanimous written consent of the holders of all outstanding shares. Wanjun Xie
OF THE CERTIFICATE OF INCORPORATION Filer's name: Wanjun Xie
FILED WITH THE NYS DEPARTMENT OF STATE ON: 07/14/2015
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| ARTICLE I: OFFICES ..................................................................................... | 2 |
| SECTION 1. PRINCIPAL EXECUTIVE OFFICE ............................................................ | 2 |
| SECTION 2. OTHER OFFICES ........................................................................... | 2 |
| ARTICLE II: SHAREHOLDERS ............................................................................. | 2 |
| SECTION 1. PLACE OF MEETING ........................................................................ | 2 |
| SECTION 2. ANNUAL MEETINGS ......................................................................... | 2 |
| SECTION 3. SPECIAL MEETINGS ........................................................................ | 2 |
| SECTION 4. NOTICE OF ANNUAL OR SPECIAL MEETING .................................................. | 2 |
| SECTION 5. QUORUM ................................................................................... | 2 |
| SECTION 6. ADJOURNED MEETING AND NOTICE THEREOF ................................................. | 2 |
| SECTION 7. VOTING ................................................................................... | 3 |
| SECTION 8. RECORD DATE .............................................................................. | 3 |
| SECTION 9. CONSENT OF ABSENTEES .................................................................... | 3 |
| SECTION 10. ACTION WITHOUT MEETING ................................................................ | 3 |
| SECTION 11. PROXIES .................................................................................. | 3 |
| SECTION 12. CONDUCT OF MEETING ..................................................................... | 3 |
| ARTICLE III: DIRECTORS ................................................................................ | 4 |
| SECTION 1. POWERS ................................................................................... | 4 |
| SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS ................................................ | 4 |
| SECTION 3. ELECTION AND TERM OF OFFICE ........................................................... | 4 |
| SECTION 4. PLACE OF MEETING ........................................................................ | 4 |
| SECTION 5. REGULAR MEETINGS ........................................................................ | 4 |
| SECTION 6. SPECIAL MEETINGS ........................................................................ | 4 |
| SECTION 7. QUORUM ................................................................................... | 5 |
| SECTION 8. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE .................................. | 5 |
| SECTION 9. WAIVER OF NOTICE ........................................................................ | 5 |
| SECTION 10. ADJOURNMENT ............................................................................. | 5 |
| SECTION 11. FEES AND COMPENSATION ................................................................. | 5 |
| SECTION 12. ACTION WITHOUT MEETING ................................................................ | 5 |
| SECTION 13. COMMITTEES .............................................................................. | 5 |
| ARTICLE IV: OFFICERS .................................................................................. | 6 |
| SECTION 1. OFFICERS ................................................................................. | 6 |
| SECTION 2. ELECTION ................................................................................. | 6 |
| SECTION 3. SUBORDINATE OFFICERS ................................................................... | 6 |
| SECTION 4. REMOVAL AND RESIGNATION ................................................................ | 6 |
| SECTION 5. VACANCIES ................................................................................ | 6 |
| SECTION 6. CEO ....................................................................................... | 6 |
| SECTION 7. PRESIDENT ................................................................................ | 6 |
| SECTION 8. SECRETARY ................................................................................ | 6 |
| SECTION 9. TREASURER ................................................................................ | 7 |
| SECTION 10. AGENTS .................................................................................. | 7 |
| ARTICLE V: OTHER PROVISIONS .......................................................................... | 7 |
| SECTION 1. DIVIDENDS ................................................................................ | 7 |
| SECTION 2. INSPECTION OF BY-LAWS .................................................................. | 7 |
| SECTION 3. REPRESENTATION OF SHARES OF OTHER CORPORATIONS ...................................... | 7 |
| ARTICLE VI: INDEMNIFICATION .......................................................................... | 7 |
| SECTION 1. INDEMNIFICATION IN ACTIONS BY THIRD PARTIES ......................................... | 7 |
| SECTION 2. INDEMNIFICATION IN ACTIONS BY OR ON BEHALF OF THE CORPORATION .................... | 7 |
| SECTION 3. ADVANCE OF EXPENSES .................................................................... | 8 |
| SECTION 4. INSURANCE ................................................................................ | 8 |
| ARTICLE VII: AMENDMENTS ............................................................................... | 8 |
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SECTION 1. PRINCIPAL EXECUTIVE OFFICE The principal office of the Corporation is hereby fixed in the State of New York or at such other location as may be determined from time to time by the board of directors of the Corporation. Branch or subordinate offices may be established by the Board of Directors at such other places as may be desirable. Meetings of shareholders shall be held either at the principal executive office of the corporation or at any other location within or without the State of New York which may be designated by written consent of all persons entitled to vote thereat. The annual meeting of shareholders shall be held on such day and at such time as may be fixed by the Board; provided, however, that should said day fall upon a Saturday, Sunday, or legal holiday observed by the Corporation at its principal executive office, then any such meeting of shareholders shall be held at the same time and place on the next day thereafter ensuing which is a full business day. At such meetings, directors shall be elected by plurality vote and any other proper business may be transacted. Special meetings of the shareholders may be called for any purpose or purposes permitted under NYBCL at any time by the Board, the Chairman of the Board, the President, or by the shareholders entitled to cast not less than twenty-five percent (25%) of the votes at such meeting. Upon request in writing to the Chairman of the Board, the President, any Vice-President or the Secretary, by any person or persons entitled to call a special meeting of shareholders, the Secretary shall cause notice to be given to the shareholders entitled to vote, that a special meeting will be held not less than thirty-five (35) nor more than sixty (60) days after the date of the notice. SECTION 4. NOTICE OF ANNUAL OR SPECIAL MEETING Written notice of each annual meeting of shareholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote thereat. Such notice shall state the place, date and hour of the meeting and (i) in the case of a special meeting the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters which the Board, at the time of the mailing of the notice, intends to present for action by the shareholders, but, any proper matter may be presented at the meeting for such action. The notice of any meeting at which directors are to be elected shall include the names of the nominees intended, at the time of the notice, to be presented by management for election. Notice of a shareholders' meeting shall be given either personally or by mail or, addressed to the shareholder at the address of such shareholder appearing on the books of the corporation or if no such address appears or is given, by publication at least once in a the website of the corporation. An affidavit of mailing of any notice, executed by the Secretary, shall be prima facie evidence of the giving of the notice. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders. If a quorum is present, the affirmative vote of the majority of shareholders represented and voting at the meeting on any matter shall be the act of the shareholders unless specifically required otherwise in the articles of Incorporation. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the number of shares required as noted above to constitute a quorum. Notwithstanding the foregoing, (1) the sale, transfer and other disposition of substantially all of the corporation's properties and (2) a merger or consolidation of the corporation shall require the approval by an affirmative vote of not less than two-thirds (2/3) of the corporation's issued and outstanding shares. SECTION 6. ADJOURNED MEETING AND NOTICE THEREOF Any shareholders meeting, whether or not a quorum is present, may be adjourned from time to time. In the absence of a quorum (except as provided in Section 5 of this Article), no other business may be transacted at such meeting.
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The shareholders entitled to notice of any meeting or to vote at such meeting shall be only persons in whose name shares stand on the stock records of the corporation on the record date determined in accordance with Section 8 of this Article. The Board may fix in advance, a record date for the determination of the shareholders entitled to notice of a meeting or to vote or entitled to receive payment of any dividend or other distribution, or any allotment of rights, or to exercise rights in respect to any other lawful action. The record date so fixed shall be not more than sixty (60) nor less than ten (10) days prior to the date of the meeting nor more than sixty (60) days prior to any other action. When a record date is so fixed, only shareholders of record on that date are entitled to notice of and to vote at the meeting or to receive the dividend, distribution, or allotment of rights, or to exercise of the rights, as the case may be, notwithstanding any transfer of shares on the books of the corporation after the record date. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board fixes a new record date for the meeting. The Board shall fix a new record date if the meeting is adjourned for more than forty-five (45) days. If no record date is fixed by the Board, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which notice is given. The record date for determining shareholders for any purpose other than as set in this Section 8 or Section 10 of this Article shall be at the close of the day on which the Board adopts the resolution relating thereto, or the sixtieth day prior to the date of such other action, whichever is later. SECTION 9. CONSENT OF ABSENTEES The transactions of any meeting of shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. SECTION 10. ACTION WITHOUT MEETING Any action which, under any provision of law, may be taken at any annual or special meeting of shareholders, may be taken without a meeting and without prior notice if a consent in writing, setting forth the actions to be taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Unless a record date for voting purposes be fixed as provided in Section 8 of this Article, the record date for determining shareholders entitled to give consent pursuant to this Section 10, when no prior action by the Board has been taken, shall be the day on which the first written-consent is given. Every person entitled to vote shares has the right to do so either in person or by one or more persons authorized by a written proxy executed by such shareholder and filed with the Secretary not less than five (5) days prior to the meeting. SECTION 12. CONDUCT OF MEETING The Chief Executive Officer shall preside as Chairman at all meetings of the shareholders, unless another Chairman is selected. The Chairman shall conduct each such meeting in a businesslike and fair manner, but shall not be obligated to follow any technical, formal or parliamentary rules or principles of procedure. The Chairman's ruling on procedural matters shall be conclusive and binding on all shareholders, unless at the time of ruling a request for a vote is made by the shareholders entitled to vote and represented in person or by proxy at the meeting, in which case the decision of a majority of such shares shall be conclusive and binding on all shareholders without limiting the generality of the foregoing, the Chairman shall have all the powers usually vested in the chairman of a meeting of shareholders.
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Subject to limitation of the Articles of Incorporation, of these bylaws, and of actions required to be approved by the shareholders, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board. The Board may, as permitted by law, delegate the management of the day-to-day operation of the business of the corporation to a management company or other persons or officers of the corporation provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to such general powers, it is hereby expressly declared that the Board shall have the following powers: (a) To select and remove all of the officers, agents and employees of the corporation, prescribe the powers and duties for them as may not be inconsistent with law, or with the Articles of Incorporation or by these bylaws, fix their compensation, and require from them, if necessary, security for faithful service. (b) To conduct, manage, and control the affairs and business of the corporation and to make such rules and regulations therefore not inconsistent with law, with the Articles of Incorporation or these bylaws, as they may deem best. (c) To adopt, make and use a corporate seal, and to prescribe the forms of certificates of stock and to alter the form of such seal and such of certificates from time to time in their judgment they deem best. (d) To authorize the issuance of shares of stock of the corporation from time to time, upon such terms and for such consideration as may be lawful. (e) To borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation or other evidence of debt and securities therefore .. SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS The authorized number of directors shall be not less than one(1) and not more than nine (9). The authorized number of directors will be decided by annual shareholders meeting. SECTION 3. ELECTION AND TERM OF OFFICE The directors shall be elected at each annual meeting of shareholders but if any such annual meeting is not held or the directors are not elected the shareholders may elect a director or directors at any time to fill any vacancy or vacancies. Any such election by written consent requires the consent of a majority of the outstanding shares entitled to vote. If the Board accepts the resignation of a director tendered to take effect at a future time, the shareholders shall have power to elect a successor to take office when the resignation is to become effective. Any meeting of the Board shall be held at any place within or without the State of New York which has been designated from time to time by the Board. In the absence of such designation meetings shall be held at the principal executive office of the corporation. Immediately following each annual meeting of shareholders the Board shall hold a regular meeting for the purpose of organization, selection of a Chairman of the Board, election of officers, and the transaction of other business. Call and notice of such regular meeting is hereby dispensed with. Special meetings of the Board for any purposes may be called at any time by the Chairman of the Board, the President, or the Secretary or a majority of the directors. Special meetings of the Board shall be held upon at least four (4) days written notice or forty-eight (48) hours notice given personally or by telephone, telegraph, telex or other similar means of communication. Any such notice shall be addressed or delivered to each director at such director's address as it is shown upon the records of the Corporation or as may have been given to the Corporation by the director for the purposes of notice.
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A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number be required by law or by the Articles of Incorporation. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the number of directors required as noted above to constitute a quorum for such meeting. SECTION 8. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though had at a meeting duly held after regular call and notice if a quorum be present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made part of the minutes of the meeting. A majority of the directors present, whether or not a quorum is present, may adjourn any directors' meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting being adjourned. If the meeting is adjourned for more than forty-eight (48) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of adjournment. SECTION 11. FEES AND COMPENSATION Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by the Board. SECTION 12. ACTION WITHOUT MEETING Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such consent or consents shall have the same effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board. The board may appoint one or more committees, each consisting of two or more directors, and delegate to such committees any of the authority of the Board except with respect to: (a) The approval of any action which requires shareholders' approval or approval of the outstanding shares; (b) The filling of vacancies on the Board or on any committees; (c) The fixing of compensation of the directors for serving on the Board or on any committee; (d) The amendment or repeal of bylaws or the adoption of new bylaws; (e) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable by a committee of the board; (f) A distribution to the shareholders of the corporation; (g) The appointment of other committees of the Board or the members thereof. Any such committee must be appointed by resolution adopted by a majority of the authorized number of directors and may be designated an Executive Committee or by such other name as the Board shall specify. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. Unless the Board or such committee shall otherwise provide, the regular or special meetings and other actions of any such committee shall be governed by the provisions of this Article applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee.
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The officers of the corporation shall be the Chief Executive Officer, a president, a secretary and a Chief Financial Officer/ treasurer. The corporation may also have, at the discretion of the Board, one or more vice-presidents, one or more assistant vice presidents, one or more assistant secretaries, one or more assistant treasurers and such other officers as may be elected or appointed in accordance with the provisions of Section 3 of this Article. The officers of the corporation, except such officers as may be elected or appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen annually by, and shall serve at the pleasure of, the Board, and shall hold their respective offices until their resignation, removal or other disqualification from service, or until their respective successors shall be elected. SECTION 3. SUBORDINATE OFFICERS The Board may elect, and may empower the Chief Executive Officer to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board, or the Chief Executive Officer may from time to time direct. SECTION 4. REMOVAL AND RESIGNATION Any officer may be removed, either with or without cause, by the Board of Directors at any time, or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any officer may resign at any time by giving written notice to the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein. The acceptance of such resignation shall be necessary to make it effective. A vacancy of any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed by these bylaws for the regular election or appointment to such office. The CEO shall be the chief executive officer and general manager of the corporation. The CEO shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board at all meetings of "the Board. The CEO has the general powers and duties of management usually vested in the chief executive officer and the general manager of a corporation and such other powers and duties as may be prescribed by the Board. In the absence or disability of the CEO, the President, shall perform all the duties of the CEO, and when so acting shall have all the powers of, and be subject to all the restrictions upon the CEO. The President shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the CEO or the Board .. The Secretary shall keep or cause to be kept, at the principal executive offices and such other place as the Board may order, a book of minutes of all meetings of shareholders, the Board, and its committees, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at Board and committee meetings, the number of shares present or represented at shareholders' meetings, and proceedings thereof. The Secretary shall keep, or cause to be kept, a copy of the bylaws of the corporation at the principal executive office of the corporation. The Secretary shall keep, or cause to be kept, at the principal executive office, a share register, or a duplicate share register, showing the names of the shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall give, or cause to be given, notice of all the meetings of the shareholders and of the Board and any committees thereof required by these bylaws or by law to be given, shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board.
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The Treasurer is the chief financial officer (CFO of the corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and financial-transactions of the corporation, and shall send or cause to be sent to the shareholders of the corporation such financial statements and reports as are by law or these bylaws required to be sent to them. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board, shall render to the CEO and directors, whenever they request it, an account of all transactions as Treasurer and of the financial conditions of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board. The CEO, President, the Secretary or Treasurer may appoint agents with power and authority, as defined or limited in their appointment, for and on behalf of the corporation to execute and deliver, and affix the seal of the corporation thereto, to bonds, undertakings, recognizance, consents of surety or other written obligations in the nature thereof and any said officers may remove any such agent and revoke the power and authority given to him. The Board may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and on the terms and conditions provided by law, subject to any contractual restrictions on which the corporation is then subject. SECTION 2. INSPECTION OF BY-LAWS The Corporation shall keep in its Principal executive Office the original or a copy of these bylaws as amended to date which shall be open to inspection to shareholders at all reasonable times during office hours. If the Principal Executive Office of the corporation is outside the State of New York and the Corporation has no principal business office in such State, it shall upon the written notice of any shareholder furnish to such shareholder a copy of these bylaws as amended to date. SECTION 3. REPRESENTATION OF SHARES OF OTHER CORPORATIONS The CEO or any other officer or officers authorized by the Board or the CEO are each authorized to vote, represent, and exercise on behalf of the Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the Corporation. The authority herein granted may be exercised either by any such officer in person or by any other person authorized to do so by proxy or power of attorney duly executed by said officer. SECTION 1. INDEMNIFICATION IN ACTIONS BY THIRD PARTIES Subject to the limitations of law, if any, the corporation shall have the Power to indemnify any director, officer, employee and agent of the corporation who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of to procure a judgment in its favor) against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, provided that the Board shall find that the director, officer, employee or agent acted in good faith and in a manner which such person reasonably believed in the best interests of the corporation and, in the case of criminal proceedings, had no reasonable cause to believe the conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere shall not, of itself create a presumption that such person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that such person had reasonable cause to believe such person's conduct was unlawful. SECTION 2. INDEMNIFICATION IN ACTIONS BY OR ON BEHALF OF THE CORPORATION Subject to the limitations of law, if any, the Corporation shall have the power to indemnify any director, officer, employee and agent of the corporation who was or is threatened to be made a party to any threatened, pending or completed legal action by or in the right of the Corporation to procure a judgment in its favor, against expenses actually and reasonable incurred by such person in connection with the defense or settlement, if the Board of Directors determine that such person acted in good faith, in a manner such person believed to be in the best interests of the Corporation and with such care, including reasonable inquiry, as an ordinarily, prudent person would use under similar circumstances.
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SECTION 3. ADVANCE OF EXPENSES Expenses incurred in defending any proceeding may be advanced by the Corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the officer, director, employee or agent to repay such amount unless it shall be determined ultimately that the officer or director is entitled to be indemnified as authorized by this Article. The corporation shall have power to purchase and maintain insurance on behalf of any officer, director, employee or agent of the Corporation against any liability asserted against or incurred by the officer, director, employee or agent in such capacity or arising out of such person's status as such whether or not the corporation would have the power to indemnify the officer, or director, employee or agent against such liability under the provisions of this Article. These bylaws may be altered, amended or repealed either by approval of a majority of the outstanding shares entitled to vote or by the approval of the Board; provided however that after the issuance of shares, a bylaw specifying or changing a fixed number of directors or the maximum or minimum number or changing from a fixed to a flexible Board or vice versa may only be adopted by the approval by an affirmative vote of not less than two-thirds of the corporation's issued and outstanding shares entitled to vote. Signature: Wanjun Xie
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Form S-1 Appendix At present, the corporation issued only Class A Common Shares, so we provide the defining right of the Class A Common Shares now. 1. The shareholders of the Class A Common Shares have right to share dividend. 2. The shareholders of the Class A Common Shares have cumulative voting rights. 3. The shareholders of the Class A Common Shares have rights to organize and attend one or more voting group. 4. The shareholders of the Class A Common Shares have right to attend the electing and elected for directors. 6. The shareholders of the Class A Common Shares have right to know the financial statement. 7. The shareholders of the Class A Common Shares have right to know the content of any annual shareholders meeting or any special shareholders meeting. 8. The shareholders of the offering have any rights which will be provided by the certificate of incorporation or the New York General Corporation Law. 9. The shareholders of the Class A Common Shares have some other special rights or preferences which will be provided by the articles of corporation. 10. The shareholders of the Class A Common Shares do not have other special voting rights. 11. The shareholders of the Class A Common Shares do not have Preemptive rights to purchase in new issues of shares.
Wanjun Xie Wanjun Xie
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Form S-1 Appendix Blueville Inc is the managing company of Linton Inc. Linton Inc will pay quarterly its 10% income before Taxes to Blueville Inc. Blueville Inc will pay all managing expenditure, all office's expenditure and all service expenditure of Linton Inc.
Wanjun Xie Wanjun Xie
Wanjun Xie Wanjun Xie
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