ITEM
2.
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FINANCIAL
INFORMATION
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Selected
Financial Data
We
are a smaller reporting company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934) and are not required to provide
the information under this item.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
The
following summarizes the factors affecting the operating results and financial condition of Arista. This discussion should be
read together with the financial statements of Arista Capital Ltd. and the notes to financial statements included elsewhere in
this current report. In addition to historical financial information, the following discussion and analysis contains forward-looking
statements that involve risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially
from those anticipated in these forward-looking statements as a result of many factors, including those discussed elsewhere in
this report. We encourage you to review the section titled “Forward-Looking Statements” at the front of the Current
Report of which this Form 10 Information is a part.
Overview
Arista
was formed on June 10, 2014 as a Nevada corporation. Arista is a finance company that provides financing to other small finance
companies that do not have significant access to the capital markets. Typically, Arista does this by acquiring lease portfolios
from such lenders at a purchase price that yields Arista an annual return and these lenders continue to service the portfolios
purchased by us. We are currently focused on leases for trucks and construction equipment.
Critical
Accounting Policies
The
following discussion and analysis of Arista’s financial condition and results of operations are based upon Arista’s
audited and unaudited financial statements, which have been prepared in accordance with accounting principles generally accepted
in the United States (“GAAP”). The preparation of these financial statements requires management to make estimates
and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities. Management continually evaluates such estimates, including those related to allowances for uncollectible
finance receivables, income taxes, and the valuation of equity transactions. Management bases its estimates on historical experience
and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any
future changes to these estimates and assumptions could cause a material change to Arista’s reported amounts of revenues,
expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. Management
believes the following critical accounting policies affect our more significant judgments and estimates used in the preparation
of the financial statements.
Going
Concern
The
condensed financial statements included herein have been prepared on a going concern basis, which contemplates the realization
of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in our accompanying
condensed financial statements, for the nine months ended September 30, 2017, Arista had a net loss of $306,565 and used cash
in operating activities of $186,849, respectively. Additionally, Arista had an accumulated deficit of $681,652 at September 30,
2017, had a stockholders’ deficit of $341,904 at September 30, 2017, and had minimal revenues for the nine months ended
September 30, 2017. Similarly, Arista had a net loss of $249,784 and $120,481 for the years ended December 31, 2016 and 2015,
respectively. The net cash used in operations were $84,919 and $45,085 for the years ended December 31, 2016 and 2015, respectively.
Additionally, Arista had an accumulated deficit of $375,087 and $125,303, at December 31, 2016 and 2015, respectively, had a stockholders’
deficit of $99,434 at December 31, 2016, and had minimal revenues for the years ended December 31, 2016 and 2015. Management believes
that these matters raise substantial doubt about Arista’s ability to continue as a going concern for twelve months from
the date of such financial statements. Management cannot provide assurance that Arista will ultimately achieve profitable operations
or become cash flow positive, or raise additional debt and/or equity capital. Management believes that its capital resources are
not currently adequate to continue operating and maintaining its business strategy for a period of twelve months from the date
of such financial statements. Although Arista has historically raised capital from the issuance of promissory notes, there is
no assurance that it will be able to continue to do so. Management believes that its ability to attract debt and equity financing
in the capital markets will be greatly enhanced by becoming a public reporting company. Toward that end, Arista has entered into
a Share Exchange Agreement with Praco Corporation. If Arista is unable to raise additional capital or secure additional lending
in the near future, Management expects that Arista will need to curtail or cease operations. The condensed financial statements
do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of
liabilities that might be necessary should Arista be unable to continue as a going concern.
Financing
leases receivable
Financing
leases receivable are recorded at the aggregate future minimum lease payments, estimated unguaranteed residual value of the leased
equipment less unearned income. Residual values, which are reviewed periodically, represent the estimated amount we expect to
receive at lease termination from the disposition of the leased equipment. Actual residual values realized could differ from these
estimates. The unearned income is recognized in revenues in the statements of operations over the lease term, in a manner that
produces a constant rate of return on the lease. Financing leases receivable due after twelve months from the balance sheet date
are reflected as a long-term asset. Financing leases receivables are periodically evaluated based on individual creditworthiness
of customers. Based on this evaluation, Arista records an allowance for estimated losses on these receivables.
Revenue
recognition
Income
from direct financing lease transactions is reported using the financing method of accounting, in which Arista’s investment
in the leased property is reported as a receivable from the lessee to be recovered through future rentals. The interest income
portion of each rental payment is calculated so as to generate a constant rate of return on the net receivable outstanding. Allowances
for losses on direct financing leases are typically established based on historical charge-off and collection experience and the
collectability of specifically identified lessees and billed and unbilled receivables. Direct financing leases are charged off
to the allowance as they are deemed uncollectible. Direct financing leases are generally placed in a nonaccrual status (i.e.,
no revenue is recognized) and deemed impaired when payments are more than 90 days past due. Additionally, management periodically
reviews the creditworthiness of all direct finance lessees with payments outstanding less than 90 days. Based upon management’s
judgment, the related direct financing leases may be placed on nonaccrual status. Leases placed on nonaccrual status are only
returned to an accrual status when the account has been brought current and management believes recovery of the remaining unpaid
lease payments is probable. Until such time, all payments received are applied only against outstanding principal balances.
Income
taxes
Arista
accounts for income tax using the liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred
tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and
liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. Arista
records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not
that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates
is recognized as income or loss in the period that includes the enactment date.
Arista
follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740
“Income Taxes
”.
Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not
the position will be sustained upon examination by the tax authorities. Arista recognizes interest and penalties related to uncertain
income tax positions in other expense.
Stock-based
compensation
Stock-based
compensation is accounted for based on the requirements of the Share-Based Payment Topic of ASC 718 which requires recognition
in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments
over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting
period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based
on the grant-date fair value of the award.
Pursuant
to ASC 505-50 –
“Equity-Based Payments to Non-Employees”
, all share-based payments to non-employees,
including grants of stock options, are recognized in the consolidated financial statements as compensation expense over the
service period of the consulting arrangement or until performance conditions are expected to be met. Using a Black-Scholes valuation
model, Arista periodically reassesses the fair value of non-employee options until service conditions are met, which generally
aligns with the vesting period of the options, and Arista adjusts the expense recognized in the consolidated financial statements
accordingly.
Recent
Accounting Pronouncements
We
do not believe that any other recently issued, but not yet effective accounting standards will have a material effect on Arista’s
financial position, results of operations or cash flows.
Material
Weaknesses in Internal Controls
On
December 4, 2017, Ciro E. Adams, CPA, LLC (“Adams”), in connection with their audit of Arista’s financial statements
for the years ended December 31, 2016 and 2015, sent a letter to Arista’s Board of Directors identifying certain matters
involving internal control and Arista’s operations that they considered to be significant deficiencies or material weaknesses
under the standards of the Public Company Accounting Oversight Board (PCAOB). A control deficiency exists when the design or operation
of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or
detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control
over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual
or interim financial statements will not be prevented or detected on a timely basis. In particular, Adams noted that (i) an individual
is assigned to both prepare and post journal entries, while holding responsibility for review of certain monthly reconciliations,
without his entries being subject to independent review; (ii) supporting analysis is not prepared for estimating the allowance
for lease losses and the related provision for lease losses, documenting compliance with relevant GAAP and Arista’s accounting
policies and (iii) an independent review of financial statements and related disclosures is not performed by management and/or
other suitably qualified personnel for completeness, consistency, and compliance with GAAP and Arista’s accounting and disclosure
policies.
Results
of Operations
The
following comparative analysis of results of operations was based primarily on the comparative audited and unaudited financial
statements, footnotes and related information for the periods identified below and should be read in conjunction with the these
audited and unaudited financial statements and the notes to those statements for the nine months ended September 30, 2017 and
2016 and for the years ended December 31, 2016 and 2015, which are included elsewhere in this report.
Comparison
of Results of Operations for the Nine Months Ended September 30, 2017 and 2016 and for the Years Ended December 31, 2016 and 2015
Revenues
Revenues
consist of interest earned of lease financings and other fee income. For the nine months ended September 30, 2017, total revenues
amounted to $22,613 as compared to $1,964 for the nine months ended September 30, 2016, an increase of $20,649. For the year ended
December 31, 2016, total revenues amounted to $14,028 as compared to $1,401 for the year ended December 31, 2015, an increase
of $12,627. In September 2016, we entered into a Purchase and Service Agreement with a third party lease financing company to
acquire a portfolio consisting of four leases for a purchase price of $234,563. The increase in revenues for the periods discussed
were attributable to this lease portfolio acquisition.
Operating
Expenses
For
the nine months ended September 30, 2017, operating expenses amounted to $244,996 as compared to $177,514 for the nine months
ended September 30, 2016, an increase of $67,482, or 38.0%. For the year ended December 31, 2016, operating expenses amounted
to $212,746 as compared to $117,848 for the year ended December 31, 2015, an increase of $94,898, or 80.5%.
For
the nine months ended September 30, 2017 and 2016 and for the years ended December 31. 2016 and 2015, operating expenses consisted
of the following:
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Nine Months Ended
September 30,
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Years Ended
December 31,
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2017
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2016
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2016
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2015
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Compensation and benefits
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$
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139,090
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$
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73,818
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$
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104,180
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$
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85,048
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Professional fees
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64,750
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13,778
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16,028
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9,385
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Provision for lease losses
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24,500
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79,000
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79,000
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7,755
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General and administrative expenses
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16,656
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10,918
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13,538
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15,660
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Total
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$
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244,996
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$
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177,514
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$
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212,746
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$
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117,848
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●
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For the nine months
ended September 30, 2017, compensation and benefits expense increased by $65,272, or 88.4%, as compared to the nine months
ended September 30, 2016. For the year ended December 31, 2016, compensation and benefit expense increased by $19,132, or
22.5%, as compared to the year ended December 31, 2015. These increases were attributable to an increase in compensation paid
to Arista’s chief executive officer and an increase in stock-based compensation expense.
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For the nine months
ended September 30, 2017, professional fees increased by $50,972, or 370.0%, as compared to the nine months ended September
30, 2016. This increase was primarily attributable to an increase in legal fees of $25,342, an increase in accounting fees
of $24,250, and an increase in stock-based consulting fees of $2,725. For the year ended December 31, 2016, professional fees
increased by $6,643, or 70.8%, as compared to the year ended December 31, 2015. This increase was attributable to an increase
in stock-based consulting fees of $6,812.
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●
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For the nine months
ended September 30, 2017, provision for lease losses decreased by $54,500 as compared to the nine months ended September 30,
2016. For the year ended December 31, 2016, provision for lease losses increased by $71,245 as compared to the year ended
December 31, 2015. Management periodically evaluates financing leases receivables based on the individual creditworthiness
of customers. Based on this evaluation, Arista records an allowance for estimated losses on these receivables.
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●
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For the nine months
ended September 30, 2017, general and administrative expenses increased by $5,738 as compared to the nine months ended September
30, 2016. For the year ended December 31, 2016, general and administrative expenses decreased by $2,122 as compared to the
year ended December 31, 2015.
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Loss
from Operations
As
a result of the factors described above, for the nine months ended September 30, 2017, loss from operations amounted to $222,383,
as compared to $175,550 for the nine months ended September 30, 2016, an increase of $46,833, or 26.7%. For the year ended December
31, 2016, loss from operations amounted to $198,718, as compared to $116,447 for the year ended December 31, 2015, an increase
of $82,271, or 70.7%.
Other
Expenses
Other
expenses consists of interest expense incurred on debt with third parties and related parties. For the nine months ended September
30, 2017, interest expense amounted to $84,182, as compared to $28,430 for the nine months ended September 30, 2016, an increase
of $55,752, or 196.1%. For the year ended December 31, 2016, interest expense amounted to $51,066, as compared to $4,034 for the
year ended December 31, 2015, an increase of $47,032, or 1,165.9%. These increases were attributable to an increase in borrowing
pursuant to convertible notes instruments and the amortization of debt discount.
Net
Loss
As
a result of the foregoing, for the nine months ended September 30, 2017 and 2016, net loss amounted to $306,565, or $0.29 per
common share (basic and diluted), and $203,980, or $0.20 per common share (basic and diluted), respectively. Additionally, for
the year ended December 31, 2016 and 2015, net loss amounted to $249,784, or $0.25 per common share (basic and diluted), and $120,481,
or $0.12 per common share (basic and diluted), respectively.
Liquidity
and Capital Resources
Liquidity
is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. Arista had cash
of $108,038 and $91,687 on hand as of September 30, 2017 and December 31, 2016, respectively.
Arista’s
primary uses of cash have been for salaries, fees paid to third parties for professional services, general and administrative
expenses, and the acquisition lease portfolios. All funds received have been expended in the furtherance of growing the business.
Arista has received funds from the collection of lease payments, and from various financing activities such as from debt financings.
The following trends are reasonably likely to result in changes in Arista’s liquidity over the near to long term:
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An increase in working
capital requirements to finance our current business,
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Acquisition of lease
portfolios;
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●
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Addition of administrative
and sales personnel as the business grows, and
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●
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The cost of being
a public company.
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During
the year ended December 31, 2015, Arista issued 10% convertible promissory notes (the “10% Convertible Notes”) to
three third party individuals as well as to certain directors and officers of Arista in the aggregate amount of $60,000. The unpaid
principal and interest is payable three years from the date of the respective 10% Convertible Note. Arista has the right to prepay
any amount outstanding under the 10% Convertible Note, subject to a prepayment penalty of 5.0% of the amount prepaid. The noteholders
are entitled, at their option, at any time after the issuance of the 10% Convertible Notes, to convert all or any lesser portion
of the outstanding principal amount and accrued but unpaid interest into Arista common stock at a conversion price of $1.00 per
share. In connection with these 10% Convertible Notes, Arista also issued to noteholders five-year warrants to acquire an aggregate
of 60,000 shares of Arista common stock at $2.00 per share. All of the 10% Convertible Notes were converted into shares of Arista
common stock and exchanged for shares of Praco at Closing.
During
the year ended December 31, 2016, Arista issued additional 10% convertible promissory notes (the “2016 10% Convertible Notes”)
to seven third party individuals in the aggregate amount of $400,000. The unpaid principal and interest is payable three years
from the date of the respective 2016 10% Convertible Note. The 2016 10% Convertible Notes mature between June 1, 2019 and December
31, 2019. Arista has the right to prepay any amount outstanding under the 10% Convertible Note, subject to a prepayment penalty
of 5.0% of the amount prepaid. The noteholders are entitled, at their option, at any time after the issuance of the 2016 10% Convertible
Notes, to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into Arista common
stock at a conversion price of $1.50 per share. Noteholders also have the option of extending the maturity date of their notes
for up to three additional one-year periods. In connection with the 2016 10% Convertible Notes, Arista also issued to noteholders
five-year warrants to acquire an aggregate of 575,000 shares of Arista common stock at $2.00 per share. 2016 10% Convertible Notes
in the aggregate principal amount of $200,000 were converted into shares of Arista common stock and exchanged for shares of Praco
at Closing.
During
the period from July 1, 2017 to September 30, 2017, Arista issued 12% convertible promissory notes (the “12% Convertible
Notes”) to three third party individuals in the aggregate amount of $200,000. The unpaid principal and interest is payable
three years from the date of the respective 12% Convertible Note. The 12% Convertible Notes mature between July 1, 2020 and August
1, 2020. Arista has the right to prepay any amount outstanding under the 12% Convertible Note, subject to a prepayment penalty
of 5.0% of the amount prepaid. The noteholders are entitled, at their option, at any time after the issuance of the 12% Convertible
Notes, to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into Arista common
stock at a conversion price of $3.00 per share. Noteholders also have the option of extending the maturity date of their notes
for up to three additional one-year periods. In connection with the 12% Convertible Notes, Arista also issued to noteholders five-year
warrants to acquire an aggregate of 300,000 shares of Arista common stock at $4.00 per share.
We
may need to raise additional funds, particularly if we are unable to generate positive cash flow as a result of our operations.
We estimate that based on current plans and assumptions, that our available cash will not be sufficient to satisfy our cash requirements
under our present operating expectations for the next 12 months from the issuance date of these financial statements. Other than
revenue received from our lease portfolio, and funds received from debt financings, we presently have no other significant alternative
source of working capital. We have used these funds to fund our operating expenses, pay our obligations, acquire lease portfolios,
and grow our company. We need to raise significant additional capital or debt financing to acquire new properties, to acquire
additional lease portfolios, and to assure we have sufficient working capital for our ongoing operations and debt obligations.
In
connection with the Closing, the Company offered to exchange each outstanding Arista warrant for new warrants issued by the Company
entitling the holder to purchase an equal number of shares of the Company’s common stock as the number of Arista shares
they were entitled to purchase upon exercise, subject to the same terms and conditions as the Arista warrants except without a
cashless exercise option. Also, at Closing, the Company offered to exchange each outstanding Arista convertible note into a convertible
note issued by the Company convertible into an equal amount of shares of the Company’s common stock as the number of Arista
shares into which such notes were convertible, subject to the same terms and conditions as the convertible notes currently held
by Arista convertible noteholders. As a result of such exchange offers, at Closing, the Company issued warrants to purchase 935,000
shares of Common Stock and convertible notes convertible into 199,999 shares of Common Stock.
Cash
Flows
Net
cash flow used in operating activities was $186,849 for the nine months ended September 30, 2017, as compared to net cash used
in operating activities of $53,380 for the nine months ended September 30, 2016, an increase of $133,459. Net cash flow used
in operating activities was $84,919 for the year ended December 31, 2016, as compared to net cash used in operating activities
of $45,085 for the year ended December 31, 2015, an increase of $39,834. Net cash used in operating activities consisted of cash
used for working capital purposes for salaries, professional fees and general and administrative expenses.
For
the nine months ended September 30, 2017, net cash flow provided by investing activities amounted to $2,700 and consisted of proceeds
from the sale of assets held for sale. During the nine months ended September 30, 2016, Arista used cash for the acquisitions
of a lease portfolio of $234,563. For the years ended December 31, 2016 and 2015, Arista used cash for the acquisitions of lease
portfolios of $234,563 and $13,449, respectively.
Net
cash provided by financing activities was $200,000 for the nine months ended September 30, 2017 as compared to $350,000 for the
nine months ended September 30, 2016 and consisted of proceeds from convertible debt financings. Net cash provided by financing
activities was $400,000 for the year ended December 31, 2016 as compared to $70,000 for the year ended December 31, 2015. For
the year ended December 31, 2016, Arista received proceeds from convertible debt financings of $400,000. For the year ended December
31, 2015, Arista received proceeds from convertible debt financings of $60,000 and capital contributions of $10,000.
Off-Balance
Sheet Arrangements
Arista
does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its
financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures
or capital resources that are material to investors.
Contractual
Obligations
We
are a smaller reporting company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934) and are not required to provide
the information under this item.
Quantitative
and Qualitative Disclosures About Market Risk
We
are a smaller reporting company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934) and are not required to provide
the information under this item.
Our
principal executive office consists of approximately 100 square feet of space located at 51 JFK Parkway, First Floor West, Short
Hills New Jersey, which we lease from a third party pursuant to a lease with a remaining term of 6 months at a monthly rent of
$500. Our telephone number at that facility is (973) 218-2428. Arista subleases 1,000 square feet of office space for $750 on
a month to month basis from Cambridge Capital, a company owned by Mr. Mathews. It is our belief that the space is adequate for
our immediate needs. We do not presently own any real property.
ITEM
4.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
The
following table sets forth certain information, as of December 18, 2017, with respect to the beneficial ownership of our outstanding
common stock by: (i) any holder of more than five (5%) percent; (ii) each of our executive officers and directors; and (iii) our
directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting
and investment power over the shares beneficially owned. Beneficial ownership consists of a direct interest in the shares
of common stock, except as otherwise indicated. As of the date of this Current Report, there are 3,088,333 shares of common stock
issued and outstanding.
Name
and Address of Beneficial Owner,
Directors and Officers:
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Number of Shares and Nature of Beneficial Ownership
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|
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Percentage of Beneficial Ownership
(1)
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Paul Patrizio
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1,750,000
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(2)
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56.7
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%
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Kenneth Mathews
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179,000
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(3)
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|
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5.8
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%
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Walter A. Wojcik, Jr.
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110,000
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(4)
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3.6
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%
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Scott Williams
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655,369
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(5)
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19.9
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%
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Rory Deutsch and Judith Meehan
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466,667
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(6)
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13.6
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%
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David H. Wollmuth
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233,333
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(7)
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7.2
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%
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David Callan
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323,688
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(8)
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10.1
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%
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Hawk Opportunity Fund L.P.
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204,536
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|
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6.5
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%
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All executive officers and directors as a group (4 persons)
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|
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2,694,369
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|
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81.3
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%
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(1)
|
Applicable percentage of ownership is based on 3,088,333
shares of common stock outstanding on December 18, 2017. Percentage ownership is determined based on shares owned together with
securities exercisable or convertible into shares of common stock within 60 days of December 18, 2017 for each stockholder. Beneficial
ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect
to securities. Shares of common stock subject to securities exercisable or convertible into shares of common stock
that are currently exercisable or exercisable within 60 days of December 18, 2017 are deemed to be beneficially owned by the person
holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding
for the purpose of computing the percentage ownership of any other person. Our common stock is our only issued and
outstanding class of securities eligible to vote.
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(2)
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Mr. Patrizio has voting power over these shares but
disclaims beneficial ownership as the shares are held by AEP Holdings LLC, an entity solely owned by Mr. Patrizio’s spouse.
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(3)
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Includes 10,000 shares issuable upon exercise of warrants
owned by Mr. Mathews.
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(4)
|
Includes 10,000 shares issuable upon exercise of warrants
owned by Mr. Wojcik together with his spouse.
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(5)
|
Includes 140,152 shares owned by Hawk Opportunity Fund
L.P. Scott Williams is only a 3.42% limited partner of Hawk Opportunity Fund LP, but based on his overall control and management
of Hawk, the Hawk shares are combined for this presentation. Also includes 141,914 shares and 64,384 shares issuable upon exercise
of warrants owned by Mr. Williams and Hawk Opportunity Fund L.P., respectively.
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(6)
|
Includes 300,000 shares issuable upon exercise of warrants
and 33,333 shares issuable upon conversion of convertible notes owned by Mr. Deutsch and his spouse Ms. Meehan.
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(7)
|
Includes 150,000 shares issuable upon exercise of warrants
and 16,667 shares issuable upon conversion of convertible notes owned by Mr. Wollmuth.
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(8)
|
Includes 140,152 shares owned by Hawk Opportunity Fund
L.P. David Callan is only a 14.06% limited partner of Hawk Opportunity Fund LP, but based on his overall control and management
of Hawk, the Hawk shares are combined for this presentation. Also includes 37,507 shares and 64,384 shares issuable upon exercise
of warrants owned by Mr. Callan and Hawk Opportunity Fund L.P., respectively.
|
ITEM
5.
|
DIRECTORS
AND EXECUTIVE OFFICERS
|
The
following table sets forth the names and ages of our current directors and executive officers. Our Board of Directors appoints
our executive officers. Our directors serve until the earlier occurrence of the election of his or her successor at the next meeting
of stockholders, death, resignation or removal by the Board of Directors. There are no family relationships among our directors,
executive officers, or director nominees.
Name
|
|
Age
|
|
Position
|
Paul Patrizio
|
|
60
|
|
Chairman and Chief Executive Officer; Director
|
Kenneth Mathews
|
|
75
|
|
Vice Chairman, Secretary and Treasurer; Director
|
Walter A. Wojcik, Jr.
|
|
68
|
|
Chief Financial Officer
|
Scott Williams
|
|
65
|
|
Director
|
Paul
Patrizio
Mr. Patrizio has been the Chairman and CEO of the Company since its inception. Mr. Patrizio is also Chairman of
MPMI Solutions, Inc., a technology solutions provider. He is also Of Counsel to the law firm Wollmuth Maher & Deutsch LLP.
Previously, he was the Managing Partner of Apogee Energy Partners LLC (“AEP”) since its inception in 2009. AEP was
an energy project development company and financing firm specializing in the solar energy industry. AEP was involved (through
its affiliated partnerships) in the development and financing of over $200 million of solar projects in the last five years. During
that period, Mr. Patrizio also had been General Counsel to Green States Energy, Inc., a developer and owner of solar energy projects
and prior to Green States Energy was General Counsel to Gehrlicher Solar America Corp., the US subsidiary of Gehrlicher Solar
AG (Germany), one of the largest solar companies in the world. From 1996-2008, Mr. Patrizio was a Managing Director and General
Counsel at several investment banking firms which specialized in private equity and debt transactions. From 1984-1996, Mr. Patrizio
worked at New York City law firms where he specialized in corporate, securities, and general business matters which included being
an associate at Cahill Gordon and Shea & Gould and a partner at Campbell & Fleming (which became the NYC office of Epstein
Becker & Green). Mr. Patrizio holds a BA, MBA, JD and LLM and is admitted to practice law in New Jersey, New York and Pennsylvania.
Kenneth
Mathews
Mr. Mathews brings more than 50 years’ experience in corporate finance with specialties in commercial lending,
capital sourcing, leasing, and financial consulting for marketing and profit improvement. He is the founder and managing director
of Cambridge Capital Corp., a boutique financial consulting firm specializing in raising capital for mid-sized companies, early-stage
companies, and troubled businesses. Prior to forming Cambridge Capital Corp. in 1992, Ken Mathews served for 20 years with First
Fidelity Bancorporation, then a New Jersey based $30 billion dollar commercial banking organization serving the Northeast. Through
a series of mergers First Fidelity was acquired by Wachovia Bank, which was acquired by Wells Fargo Bank. Mr. Mathews was an Executive
Vice President responsible for several departments including National Corporate and Equipment Leasing. In the Commercial Banking
Division, Mr. Mathews managed a regional network with a portfolio of secured and unsecured loans for middle market companies.
In addition, Mr. Mathews was a co-founder of and served on the Board of Directors for Hilltop Community Bank, a publicly-traded
community bank until its recent sale. Mr. Mathews holds a BS degree from St. Peter’s College with a major in economics,
and studied for a MBA in finance and marketing at NYU’s Graduate School of Business Administration.
Walter
A. Wojcik, Jr
Mr. Wojcik was the SVP and Chief Financial Officer of Hilltop Community Bank, a publicly-traded bank, from
its formation in 2000 until its sale in 2013. During that period, Mr. Wojcik was instrumental in its founding and operations and
an active member of senior management running all of the financial operations of the bank. Prior to Hilltop, Mr. Wojcik was the
SVP and CFO of Ramapo Financial Corporation, a publicly-traded financial institution, where he spent 14 years in all aspects of
the accounting and financial operations of the bank including SEC reporting. Prior to Ramapo, he was with First National Bank
(now Wells Fargo) in various accounting functions. Mr. Wojcik began his career as an auditor with Arthur Andersen. Mr. Wojcik
holds a BS in Business Administration from Villanova University and is a licensed CPA (currently on inactive status) in the State
of New Jersey.
Scott
Williams
Mr. Williams
began his career in the investment industry in 1978 with A. G. Edwards and Sons, Inc. He
has been with firms as diverse as Drexel Burnham Lambert, Prudential Securities, and Pennsylvania Merchant Group a boutique investment-banking
firm. Over a 35-year period he has been involved in the management of various areas in the industry, such as high net worth accounts,
a high yield trading desk and banking group, and retail and institutional sales forces. Beginning in 2004, Mr. Williams partnered
with David Callan to form Hawk Management. Hawk Management was created to be the investment advisor to Hawk Opportunity Fund.
The Hawk Opportunity Fund, launched in 2005, was designed to allow Callan and Williams to use their expertise in distressed and
bankrupt securities to take major positions in those situations they deemed investment worthy. The Hawk Opportunity Fund has over
$30,000,000 in assets under management. Mr. Williams holds a BA in Political Science with a minor in Economics from the University
of Oklahoma.
There
are no family relationships among Arista’s officers and directors.
Each
director serves until our next annual meeting of the stockholders or unless they resign earlier. The Board of Directors elects
officers and their terms of office are at the discretion of the Board of Directors. Each of our directors serves until his or
her successor is elected and qualified. Each of our officers is elected by the board of directors to a term of one (1) year and
serves until his or her successor is duly elected and qualified, or until he or she is removed from office. At the present time,
members of the board of directors are not compensated for their services to the board.
Arista
does not presently have any board committees, including any separately designated standing audit committee, compensation committee
or nominating committee. However, following the Closing, the Company intends to establish an audit committee of the Board of
Directors that shall consist of independent directors. The audit committee will review the scope, timing and fees for the annual
audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm,
including their recommendation to improve the system of accounting and internal controls. The audit committee shall at all times
be composed exclusively of directors who are, in the opinion of the Company’s board of directors, free from any relationship
which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial
statements and generally accepted accounting principles.
Board
of Advisors
Gordon
Sweely
Mr. Sweely is the sole member of Arista’s Board of Advisors of the Company. Mr. Sweely is a Managing Director
and Head of Structured Finance, Americas for Nomura Securities International, Asia’s global investment bank. Mr. Sweely
joined Nomura in 2011 and is responsible for all structured lending and Non-Agency origination activity for Securitized Products
in the Americas. Additionally, he also oversees all Collateralized Loan Obligation activity and structured lending activity for
Structured Credit in the Americas. Prior to joining Nomura, Mr. Sweely spent 18 years at Lehman Brothers as Head of ABS Trading,
Principal Finance and Co-Head of ABS CDOs with an expanded focus on distressed and non-investment grade assets on a whole loan
and securitized basis. Mr. Sweely holds a B.S. from Hobart College and has an MBA from New York University Stern School of Business.
Mr. Sweely has received 27,000 shares of Arista common stock as compensation for serving on Arista’s Board of Advisors.
Compliance
with Section 16(a) of the Securities Exchange Act of 1934
Our
directors and executive officers and persons who beneficially own more than 10% of our equity securities are not subject to Section
16(a) of the Securities Exchange Act of 1934, as amended.
ITEM
6.
|
EXECUTIVE
COMPENSATION
|
The
objective of Arista’s compensation program is to provide compensation for services rendered by our executive officers in the form
of a salary. We utilize this form of compensation because we believe that it is adequate to both retain and motivate our executive
officers. The amount we deem appropriate to compensate our executive officers is determined in accordance with other like corporations;
we have no specific formula to determine compensatory amount at this time. We have deemed that our current compensatory program
and the decisions regarding compensation are easy to administer and are appropriately suited for our objectives. We may expand
our compensation program to additional future employees and to include other compensatory elements.
Summary
Compensation Table
The
following table provides summary information concerning cash and non-cash compensation paid or accrued by the Company or on behalf
of our executive officers.
Name and Principal Position
|
|
Title
|
|
Year
|
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock Awards
($)
|
|
|
Option Awards
($)
|
|
|
Non-Equity Incentive Plan Compensation
($)
|
|
|
Nonqualified Deferred Compensation Earnings
($)
|
|
|
All other compensation
($)
|
|
|
Total
($)
|
|
(a)
|
|
(b)
|
|
|
|
|
(c)
|
|
|
(d)
|
|
|
(e)
|
|
|
(f)
|
|
|
(g)
|
|
|
(h)
|
|
|
(i)
|
|
|
(j)
|
|
Paul Patrizio
|
|
President, CEO,
|
|
|
2017
|
|
|
$
|
81,000
|
|
|
$
|
-0-
|
|
|
$
|
-0-
|
|
|
|
-0-
|
|
|
|
7,500-
|
|
|
|
-0-
|
|
|
|
27,000-
|
|
|
$
|
115,500-
|
|
(1)
|
|
Secretary and
|
|
|
2016
|
|
|
$
|
28,337-
|
|
|
$
|
-0-
|
|
|
$
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
12,000-
|
|
|
$
|
40,337-
|
|
|
|
Director
|
|
|
2015
|
|
|
$
|
-0-
|
|
|
$
|
-0-
|
|
|
$
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
$
|
-0-
|
|
Walter A.
|
|
|
|
|
2017
|
|
|
$
|
22,000-
|
|
|
$
|
-0-
|
|
|
$
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
$
|
22,000-
|
|
Wojcik, Jr.
|
|
CFO
|
|
|
2016
|
|
|
$
|
7,500-
|
|
|
$
|
-0-
|
|
|
$
|
6,000-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
$
|
13,500-
|
|
(2)
|
|
|
|
|
2015
|
|
|
$
|
5,000-
|
|
|
$
|
-0-
|
|
|
$
|
2,000-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
|
-0-
|
|
|
$
|
7,000-
|
|
Mr.
Patrizio entered in an employment agreement with the Company immediately following the Closing, effective January 1, 2018,
which provides for a five-year term, subject to renewal. Mr. Patrizio’s base salary is $150,000 and such annual salary
is subject to a minimum 5% annual increase as well as increases based upon receipt by the Company of additional funding. Mr.
Patrizio is entitled to an annual bonus based upon the EBITDA performance of the Company. Mr. Patrizio was also granted
options to purchase 300,000 shares of common stock at an exercise price of $1.00 per share vesting annually on a pro rata
basis over a three-year period commencing January 1, 2019. In addition to reimbursement of business expenses, the agreement
provides payment for monthly expenses for car, home office and telecommunications and other miscellaneous expenses incurred
by Mr. Patrizio of $3,000 and provides reimbursement of his health care premium of $2,000 respectively. Also, consistent with
the previous agreement between Mr. Patrizio and Arista, the agreement for Mr. Patrizio provides for termination in the
event of a change in control, and for severance in the event of termination without cause, or for termination due to the
Company’s breach.
Arista
had an oral understanding with Mr. Wojcik to pay him an annual salary of $42,000. The Company has entered into a new oral understanding
with Mr. Wojcik to pay him an annual salary of $60,000 which became effective upon the closing of the Transaction.
The
Company has no option or stock award plan or long-term incentive plan.
The
Company has no plans that provides for the payment of retirement benefits, or benefits that will be paid primarily following retirement.
Other
than Mr. Patrizio, the Company has no agreement that provides for payment to our executive officer at, following, or in connection
with the resignation, retirement or other termination, or a change in control of Company or a change in our executive officer’s
responsibilities following a change in control.
Director
Compensation
At
the present time, members of the board of directors are not compensated for their services to the board.
Outstanding
Equity Awards at Fiscal Year-End
There
are no outstanding equity awards to our executive officers.
ITEM
7.
|
CERTAIN
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|
Except
as set forth below, none of the following persons has any direct or indirect material interest in any transaction to which we
were or are a party since the beginning of our last fiscal year, or in any proposed transaction to which we propose to be a party:
|
(A)
|
any of our directors
or executive officers;
|
|
|
|
|
(B)
|
any nominee for
election as one of our directors;
|
|
|
|
|
(C)
|
any person who is
known by us to beneficially own, directly or indirectly, shares carrying more than 5% of the voting rights attached to our
common stock; or
|
|
|
|
|
(D)
|
any member of the
immediate family (including spouse, parents, children, siblings and in-laws) of any of the foregoing persons named in paragraph
(A), (B) or (C) above
|
Arista
subleases 1,000 square feet of office space for $750 on a month to month basis from Cambridge Capital, a company owned by Mr.
Mathews.
Mr.
Patrizio is Of Counsel to the law firm of Wollmuth Maher & Deutsch LLP, which has acted as counsel to Arista and will act
as counsel to the Company following the Closing. In addition, David H. Wollmuth and Rory M. Deutsch, partners in Wollmuth Maher
& Deutsch LLP, will beneficially own approximately 7.2% and 13.6%, respectively, of the Company following the Closing.
Review,
Approval or Ratification of Transactions with Related Persons
We
are a smaller reporting company (as defined in Rule 12b-2 under the Securities Exchange Act of 1934) and are not required to provide
the information under this item.
Director
Independence
For
purposes of determining director independence, we have applied the definitions set out in NASDAQ Rule 5605(a)(2). The NASDAQ definition
of “Independent Director” means a person other than an executive officer or employee or any other individual having
a relationship, which, in the opinion of the Board of Directors, would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director. According to this definition, Mr. Mathews and Mr. Williams are independent directors.
ITEM
8.
|
LEGAL
PROCEEDINGS
|
We
are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or
results of operation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government
agency, self-regulatory organization or body pending, or, to the knowledge of the executive officers of the Registrant, threatened
against or affecting our company, our common stock, or our officers or directors in their capacities as such, in which an adverse
decision could have a material adverse effect.
ITEM 9.
|
MARKET
PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
|
Market
Information
Our
stock is listed on the OTC Pink Current Information marketplace under the symbol “PRAY”. There is currently no active
trading market for shares of our common stock. In any event, no assurance can be given that any market for our common
stock will develop or be maintained.
Holders
As
of December 14, 2017, after giving effect to the Closing of the Transaction, there were approximately 21 holders of record
of our common stock. This figure does not take into account those shareholders whose certificates are held in the name of broker-dealers
or other nominees.
Dividends
To
date, we have not declared or paid any dividends on our common stock. We currently do not anticipate paying any cash dividends
in the foreseeable future on our common stock. Although we intend to retain our earnings, if any, to finance the exploration and
growth of our business, our Board will have the discretion to declare and pay dividends in the future.
Securities
Authorized for Issuance Under Equity Compensation Plans
We
presently do not have any equity based or other long-term incentive programs. In the future, we may adopt and establish an equity-based
or other long-term incentive plan if it is in the best interest of the Company and our stockholders to do so.
Transfer
Agent
Our
transfer agent is VStock Transfer LLC, 18 Lafayette Place Woodmere, NY 11598.
Rule
10b-18 Transactions
During
the year ended June 30, 2017, there were no repurchases of the Company’s common stock by the Company.
ITEM
10.
|
RECENT
SALES OF UNREGISTERED SECURITIES
|
During
the year ended December 31, 2015, Arista issued 10% convertible promissory notes (the “10% Convertible Notes”) to
three third party individuals as well as to certain directors and officers of Arista in the aggregate amount of $60,000. The unpaid
principal and interest is payable three years from the date of the respective 10% Convertible Note. Arista has the right to prepay
any amount outstanding under the 10% Convertible Note, subject to a prepayment penalty of 5.0% of the amount prepaid. The noteholders
are entitled, at their option, at any time after the issuance of the 10% Convertible Notes, to convert all or any lesser portion
of the outstanding principal amount and accrued but unpaid interest into Arista common stock at a conversion price of $1.00 per
share. In connection with these 10% Convertible Notes, Arista also issued to noteholders five-year warrants to acquire an aggregate
of 60,000 shares of Arista common stock at $2.00 per share. All of the 10% Convertible Notes were converted into shares of Arista
common stock and exchanged for shares of Praco at Closing.
During
the year ended December 31, 2016, Arista issued additional 10% convertible promissory notes (the “2016 10% Convertible Notes”)
to seven third party individuals in the aggregate amount of $400,000. The unpaid principal and interest is payable three years
from the date of the respective 2016 10% Convertible Note. The 2016 10% Convertible Notes mature between June 1, 2019 and January
1, 2020. Arista has the right to prepay any amount outstanding under the 10% Convertible Note, subject to a prepayment penalty
of 5.0% of the amount prepaid. The noteholders are entitled, at their option, at any time after the issuance of the 2016 10% Convertible
Notes, to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into Arista common
stock at a conversion price of $1.50 per share. In connection with the 2016 10% Convertible Notes, Arista also issued to noteholders
five-year warrants to acquire an aggregate of 575,000 shares of Arista common stock at $2.00 per share. 2016 10% Convertible Notes
in the aggregate principal amount of $200,000 were converted into shares of Arista common stock and exchanged for shares of Praco
at Closing.
During
the period from July 1, 2017 to September 30, 2017, Arista issued 12% convertible promissory notes (the “12% Convertible
Notes”) to three third party individuals in the aggregate amount of $200,000. The unpaid principal and interest is payable
three years from the date of the respective 12% Convertible Note. The 12% Convertible Notes mature between July 1 and August 1,
2020. Arista has the right to prepay any amount outstanding under the 12% Convertible Note, subject to a prepayment penalty of
5.0% of the amount prepaid. The noteholders are entitled, at their option, at any time after the issuance of the 12% Convertible
Notes, to convert all or any lesser portion of the outstanding principal amount and accrued but unpaid interest into Arista common
stock at a conversion price of $3.00 per share. In connection with the 12% Convertible Notes, Arista also issued to noteholders
five-year warrants to acquire an aggregate of 300,000 shares of Arista common stock at $4.00 per share. The 12% Convertible Notes
were issued in transactions that were exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant
to Section 4(a)(2) thereof.
ITEM
11.
|
DESCRIPTION
OF THE REGISTRANT’S SECURITIES
|
Common
Stock
The
Company is authorized to issue 100,000,000 shares of Common Stock. The holders of Common Stock are entitled to equal dividends and
distributions, with respect to the Common Stock when, as, and if declared by the Board of Directors from funds legally available
for such dividends. No holders of Common Stock have any preemptive right to subscribe for any of our stock nor are any shares
subject to redemption. Upon the liquidation, dissolution or winding up of the Company and after payment of creditors and any amounts
payable to senior securities, the assets will be divided pro-rata on a share-for-share basis among the holders of the shares of
Common Stock. All shares of Common Stock now outstanding are fully paid, validly issued and non-assessable. Currently, there are
3,088,333 shares of Common Stock issued and outstanding as of the date hereof.
Preferred
Stock
The
Company is authorized to issue up to 5,000,000 shares of preferred stock and the Articles of Incorporation allow the Board of Directors,
without further shareholder approval, to establish the preferences, limitations and rights of the preferred stock. Preferred stock
may be issued in the future in connection with acquisitions, financings or such other matters as the Board of Directors deems
to be appropriate. In the event that any such shares of preferred stock are issued, a Certificate of Designation, setting forth
the series of such preferred stock and the relative rights, privileges and limitations with respect thereto, shall be filed. The
effect of such preferred stock is that our Board of Directors alone, within the bounds and subject to the federal securities laws
and Nevada Law, may be able to authorize the issuance of preferred stock which could have the effect of delaying, deferring or
preventing a change in control of our Company without further action by the shareholders and might adversely affect the voting
and other rights of holders of Common Stock. The issuance of preferred stock with voting and conversion rights also may adversely
affect the voting power of the holders of Common Stock, including the loss of voting control to others. Currently, there are no
shares of Preferred Stock issued and outstanding as of the date hereof.
Voting
Rights
Except
as otherwise required by law or as may be provided by the resolutions of the Board of Directors authorizing the issuance of common
stock, all rights to vote and all voting power shall be vested in the holders of common stock. Each share of common stock shall
entitle the holder thereof to one vote. Except as may be provided by the resolutions of the Board of Directors authorizing the
issuance of common stock, cumulative voting by any stockholder is expressly denied.
Rights
upon Liquidation, Dissolution or Winding-Up of the Company
Upon
any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the remaining net assets of the Company
shall be distributed pro rata to the holders of the common stock.
We
refer you to our Articles of Incorporation, Bylaws and the applicable statutes of the State of Nevada for a more complete description
of the rights and liabilities of holders of our securities.
ITEM
12.
|
INDEMNIFICATION OF DIRECTORS AND OFFICERS
|
Nevada
law provides that our directors and officers will not be personally liable to us, our stockholders or our creditors for monetary
damages for any act or omission of a director or officer other than in circumstances where the director or officer breaches his
or her fiduciary duty to us or our stockholders and such breach involves intentional misconduct, fraud or a knowing violation
of law. Nevada law allows the articles of incorporation of a corporation to provide for greater liability of the corporation’s
directors and officers. Our amended and restated articles of incorporation do not provide for greater liability of the company’s
officers and directors than is provided under Nevada law.
Nevada
law allows a corporation to indemnify officers and directors for actions pursuant to which a director or officer either would
not be liable pursuant to the limitation of liability provisions of Nevada law or where he or she acted in good faith and in a
manner which he or she reasonably believed to be in or not opposed to our best interests, and, in the case of an action not by
or in the right of the corporation and with respect to any criminal action or proceeding, had no reasonable cause to believe the
conduct was unlawful. Our amended and restated articles of incorporation and bylaws provide indemnification for our directors
and officers to the fullest extent permitted by Nevada law. Prior to the completion of this offering, we intend to enter into
indemnification agreements with each of our directors that may, in some cases, be broader than the specific indemnification provisions
contained under Nevada law. In addition, as permitted by Nevada law, our amended and restated articles of incorporation include
provisions that eliminate the personal liability of our directors for monetary damages resulting from certain breaches of fiduciary
duties as a director. The effect of these provisions is to restrict our rights and the rights of our stockholders in derivative
suits to recover monetary damages against a director for breach of fiduciary duties as a director, except that a director will
be personally liable for acts or omissions not in good faith or in a manner which he or she did not reasonably believe to be in
or not opposed to the best interest of the corporation if,
subject to certain exceptions, the act or failure
to act constituted a breach of fiduciary duty and such breach involved intentional misconduct, fraud or knowing violations of
law.
These
provisions may be held not to be enforceable for certain violations of the federal securities laws of the United States.
We
are also expressly authorized to carry directors’ and officers’ insurance to protect our directors, officers, employees
and agents against certain liabilities.
The
limitation of liability and indemnification provisions under Nevada law and in our amended and restated articles of incorporation
and amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary
duties. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers,
even though such an action, if successful, might otherwise benefit us and our stockholders. However, these provisions do not limit
or eliminate our rights, or those of any stockholder, to seek non-monetary relief such as injunction or rescission in the event
of a breach of a director’s fiduciary duties. Moreover, the provisions do not alter the liability of directors under the
federal securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct
suit, we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.
ITEM
13.
|
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA
|
The
Financial Statements required by this item have been filed as exhibits to the Current Report on Form 8-K of which this Form 10
information is a part.