Our registration statement on Form SB-2, file number 333-140718, became
effective on
On
On
On
On
Selling Shareholder No. of Common Stock Purchaser DOU Chu Ju 554,856 PG MAX & CO, LLC ZHANG Chao 214,387 CHEN,HSUEH-NI HEUNG Kin Leung Kenny 55,000 HSIAO, CHUNG-PIN HEUNG Pak Kuen 55,000 HSIAO, CHUNG-PIN HEUNG Teui Yee 55,000 HSIAO, YU-CHIAO KWAN Chin Man 55,000 HSIAO, YU-CHIAO LEUNG Wong Hung 55,000 HSU, CHENG-HSING MAK Chit Ming Brian 55,000 HSU, CHENG-HSING
Pang King
Total 13,099,243 10
Upon the consummation of the sale,
Concurrently with such resignation, the following individuals were appointed to serve in the positions set forth next to their names, until the next annual meeting of stockholders of the Company and until such director's successor is elected and qualified or until such director's earlier death, resignation or removal:
Name Position
HSIAO,
Chung Pin HSIAO and Yu Chiao HSIAO are siblings.
Effective
In connection with the foregoing resignations, the Board of Directors of the
Company appointed Cheng Hsing HSU, our current Chief Financial Officer and
Director, to serve as the Company's Chief Executive Officer and Secretary,
effective
Except as set forth in the foregoing, none of the directors or executive officers has a direct family relationship with any of the Company's directors or executive officers, or any person nominated or chosen by the Company to become a director or executive officer. All officers and directors will serve in his or her positions without compensation. The Company hopes to enter into a compensatory arrangement with each officer in the future.
Our current business is to seek to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Our acquisition strategy is to assess a broad range of potential business combination targets and complete a business combination. In doing so, we will evaluate the historical financial statements of the target, its management, and projected future results. In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial and other information that will be made available to us.
Results of Operations
Following is management's discussion of the relevant items affecting results of
operations for the three and nine months ended
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Comparison of the three months ended
Revenues, net The Company has not generated revenues during the three months
ended
General and Administrative Expenses. For the three months ended
Net Loss. For the three months ended
Comparison of the nine months ended
Revenues, net The Company has not generated revenues during the nine months
ended
General and Administrative Expenses. For the nine months ended
Net Loss. For the nine months ended
Liquidity and Capital Resources
As of
We have sustained significant net losses which have resulted in a total
stockholders' deficit as of
There is presently no agreement in place with any source of financing for the Company and we cannot assure you that the Company will be able to raise any additional funds, or that such funds will be available on acceptable terms.
Funds raised through future equity financing will likely be substantially dilutive to current shareholders. Lack of additional funds will materially affect the Company and its business and may cause us to cease operations.
Consequently, shareholders could incur a loss of their entire investment in the Company.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Contractual Obligations
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
12 Critical accounting policies l Use of estimates and assumptions
In preparing these condensed financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates.
l Net loss per share
Basic loss per share is calculated by dividing the Company's net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company's net income available to common shareholders by the diluted weighted average number of shares outstanding during the period.
l Income taxes
The Company adopted the ASC 740 Income taxprovisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the condensed financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the condensed financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.
The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.
l Uncertain tax positions
The Company did not take any uncertain tax positions and had no adjustments to
its income tax liabilities or benefits pursuant to the ASC 740 provisions of
Section 740-10-25 for the periods ended
l Related parties
The Company follows the ASC 850-10,
Pursuant to section 850-10-20 the related parties include a) affiliates of the
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The condensed financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
l Commitments and contingencies
The Company follows the ASC 450-20, Commitmentsto report accounting for
contingencies. Certain conditions may exist as of the date the financial
statements are issued, which may result in a loss to the Company but which will
only be resolved when one or more future events occur or fail to occur. The
Company assesses such contingent liabilities, and such assessment inherently
involves an exercise of judgment. In assessing loss contingencies related to
legal proceedings that are pending against the Company or
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's condensed financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company's financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company's business, financial position, and results of operations or cash flows.
l Recent accounting pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board ("FASB") or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.
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