Document/ExhibitDescriptionPagesSize 1: SB-2 Registration of Securities by a Small-Business HTML 353K Issuer -- mainbody
2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 29K
3: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 127K
4: EX-5.1 Opinion re: Legality HTML 14K
5: EX-23.1 Consent of Experts or Counsel HTML 8K
Registrant's
telephone
number, including area code: (778)
991-7278
Approximate
date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration
Statement.
If
this
Form is filed to register additional securities for an offering pursuant to
Rule
462(b) 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
any of
the securities being registered on the Form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box |X|
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. |__|
If
delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. |__|
CALCULATION
OF REGISTRATION FEE
TITLE OF EACH
CLASS OF
SECURITIES
TO BE
REGISTERED
AMOUNT TO BE
REGISTERED
PROPOSED
MAXIMUM
OFFERING
PRICE PER
SHARE (1)
PROPOSED
MAXIMUM
AGGREGATE
OFFERING
PRICE
AMOUNT OF
REGISTRATION
FEE
Common
Stock
990,000
shares
$0.02
$19,800
$0.60
(1)
Estimated
solely for the purpose of calculating the registration fee in accordance
with Rule 457(a) under the Securities
Act.
THE
REGISTRANT HEREBY AMENDS THIS 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 DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a),
MAY
DETERMINE.
The
selling shareholders named in this prospectus are offering up to 990,000 shares
of common stock offered through this prospectus. We will not receive any
proceeds from this offering and have not made any arrangements for the sale
of
these securities. We have, however, set an offering price for these securities
of $0.02 per share. This offering will expire in 90 days unless extended by
the
board of directors. The board of directors has discretion to extend the offering
period for a maximum of an additional 90 days.
Offering
Price
Underwriting
Discounts
and
Commissions
Proceeds
to
Selling
Shareholders
Per
Share
$0.02
None
$0.02
Total
$14,800
None
$14,800
Our
common stock is presently not traded on any market or securities exchange.
The
sales price to the public is fixed at $0.02 per share until such time as the
shares of our common stock are traded on the NASD Over-The-Counter Bulletin
Board. Although we intend to apply for quotation of our common stock on the
NASD
Over-The-Counter Bulletin Board through a market maker, public trading of our
common stock may never materialize. If our common stock becomes traded on the
NASD Over-The-Counter Bulletin Board, then the sale price to the public will
vary according to prevailing market prices or privately negotiated prices by
the
selling shareholders.
The
purchase of the securities offered through this prospectus involves a high
degree of risk. See section entitled “Risk Factors” on pages
6-12.
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.
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. The 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.
We
were
incorporated as “Syncfeed Inc.” in the State of Nevada on March 27, 2007. We are
engaged in the business of developing, manufacturing, and selling commercial
feed specifically for commercially raised and harvested Chinese Mitten-handed
Crabs.
We
are a
development stage company and have not generated significant sales to date.
As
of March 31, 2007, we had $43,000 in current assets and current liabilities
in
the amount of $4,000. Accordingly, our working capital position as of March31,2007 was $39,000. Since our inception through March 31, 2007, we have incurred
a
net loss of $4,000. Our current working capital is not sufficient to enable
us
to implement our business plan as set forth in this prospectus. For these and
other reasons, our independent auditors have raised substantial doubt about
our
ability to continue as a going concern. Accordingly, we will require additional
financing.
Our
principal offices are located at 50 West Liberty Street, Suite 880, Reno, NV89501. Our phone number is (778) 991-7278. Our fiscal year end is March
31.
The
Offering
Securities
Being Offered
Up
to 990,000 shares of our common stock.
Offering
Price
The
offering price of the common stock is $0.02 per share. We intend
to apply
to the NASD over-the-counter bulletin board to allow the trading
of our
common stock upon our becoming a reporting entity under the Securities
Exchange Act of 1934. If our common stock becomes so traded and a
market
for the stock develops, the actual price of stock will be determined
by
prevailing market prices at the time of sale or by private transactions
negotiated by the selling shareholders. The offering price would
thus be
determined by market factors and the independent decisions of the
selling
shareholders.
Minimum
Number of Shares To Be Sold in This Offering
None
Securities
Issued and to be Issued
2,150,000
shares of our common stock are issued and outstanding as of the date
of
this prospectus. All of the common stock to be sold under this prospectus
will be sold by existing shareholders. There will be no increase
in our
issued and outstanding shares as a result of this offering.
Use
of Proceeds
We
will not receive any proceeds from the sale of the common stock by
the
selling shareholders.
The
shares are being offered for a period up to 90 days from the date
this
Prospectus is effective with the Securities and Exchange Commission,
unless extended by us for an additional 90
days.
An
investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below and the other information in this
prospectus before investing in our common stock. If any of the following risks
occur, our business, operating results and financial condition could be
seriously harmed. Currently, shares of our common stock are not publicly traded.
In the event that shares of our common stock become publicly traded, the trading
price of our common stock could decline due to any of these risks, and you
may
lose all or part of your investment.
Risks
Related
To Our Financial Condition and Business
Model
If
we
do not obtain additional financing, our business will
fail
Our
future is dependent upon our ability to obtain financing and upon future
profitable operations by the sale of our Crab feed to the Crab farming industry.
Our
auditors have issued a going concern opinion and raised substantial doubt as
to
our continuance as a going concern. When an auditor issues a going concern
opinion, the auditor has substantial doubt that the company will continue to
operate indefinitely and not go out of business and liquidate its assets. This
is a significant risk to investors who purchase shares of our common stock
because there is an increased risk that we may not be able to generate and/or
raise enough resources to remain operational for an indefinite period of time.
The auditor’s going concern opinion may inhibit our ability to raise financing
because we may not remain operational for an indefinite period of time resulting
in potential investors failing to receive any return on their investment. In
the
event we are unsuccessful in obtaining additional funds and/or operating
profitably, the business will fail and you will lose your entire
investment.
Because
we
have only recently commenced business operations, we face
a high risk of business failure.
We
have
just begun the initial stages of developing our Crab feed. As a result, we
have
no way to evaluate the likelihood that we will be able to operate the business
successfully. We were incorporated on March 27, 2007, and
to
date have been involved primarily in organizational activities, the development
of our formula and establishing marketing channels in which to sell our Crab
feed. We have not earned any revenues as of the date of this prospectus, and
thus face a high risk of business failure.
Unanticipated
problems, expenses and delays are frequently encountered in achieving revenues
in development stage companies. Our ability to generate significant operating
revenues will depend on our ability to, among other things, successfully develop
our feed; successfully market, distribute and sell our feed; and obtain the
financing required to implementour business plan. Any one or combination of
these contingencies occurring subjects our company to a high risk of business
failure.
Because
our
success is tied to the quality and market acceptance of
our Crab feed, our inability to offer our Crab feed in a manner that appeals
to
the farming public against existing forms of feed could harm our
business.
We
plan
to improve our feed to increase its attractiveness to Crabs, improve its impact
on Crab growth and reduce the costs of ingredients. In the development of our
feed, a quality end-product is important to our success and competitive
position, and the inability to offer and develop our formula to end users could
harm our business. If we are unable to anticipate problems in the use of our
feed, we may not be able to achieve market acceptance and produce revenues.
There are no assurances that our developing feed will be successful, and in
that
regard, a Crab feed that does not match customer needs could adversely affect
our business.
Our
Crab
feed must not harm the Crab population. We can offer no assurance that our
feed
will work in the short or long term to produce healthier and weightier Crabs.
Moreover, our ability to successfully compete with existing Crab feeds turns
on
whether we are able to offer advantages that we are seeking to obtain, including
being the most attractive to the Crab palate and the healthiest in terms of
promoting the greatest weight gains in the shortest period of time. If we are
unable to offer these advantages against existing Crab feeds in the industry,
we
will not be able to effectively market our feed and we will go out of
business.
Because
of
the unique difficulties and uncertainties inherent in the
development of a product unrecognized in the market, we face a high risk of
business failure.
Potential
investors should be aware of the difficulties normally encountered by emerging
companies developing products to compete with those already recognized in the
market and the high rate of failure of such enterprises. The likelihood of
success must be considered in light of the problems, expenses, difficulties,
complications and delays encountered in connection with the business activities
that we plan to undertake. These potential problems include, but are not limited
to, unanticipated problems relating to our research and development, roadblocks
in finding avenues to market our the products, resistance from competing
businesses, and additional costs and expenses that may exceed current estimates,
to name a few.
Any of
these factors have the potential to complicate, if not permanently ruin our
chance for success.
If
we
are unable to successfully compete within the Crab feed
business, we will not be able to achieve profitable
operations.
The
Crab
feed industry is highly competitive. This industry has a multitude of
competitors, all of which have greater financial resources than us. As a result,
we may experience difficulty competing with other businesses when attempting
to
market our Crab feed, and may never achieve profitable operations because of
our
small status in this intense market.
Numerous
factors beyond our control may affect the marketability of our formula. These
factors include market fluctuations, the proximity and capacity of processing
equipment, government regulations, including regulations relating to prices,
taxes, royalties, and environmental protection. These factors could inhibit
our
ability to sell Crab feed to customers.
Because
we
may be unable to make the substantial research and
development investments required to remain competitive in our business, we
may
fall behind in the Crab feed industry and our business will
suffer.
The
Crab
feed requires substantial investment in research and development in order to
develop and bring to market new and enhanced products. Although we plan to
stay
competitive with continued research and development, there can be no assurances
that we will have sufficient resources to maintain the level of investment
in
research and development that is required to remain competitive.
Because
we
anticipate our operating expenses will increase prior to
our earning revenues, we may never achieve profitability.
Prior
to
completion of our Crab feed formula, we anticipate that we will incur increased
operating expenses without realizing any revenues. We expect to incur continuing
and significant losses into the foreseeable future. As a result of continuing
losses, we may exhaust all of our resources and be unable to complete the
development of our formula. Our accumulated deficit will continue to increase
as
we continue to incur losses. We may not be able to earn profits or continue
operations if we are unable to generate significant revenues from the sale
of
our Crab feed. There is no history upon which to base any assumption as to
the
likelihood that we will be successful, and we may not be able to generate any
operating revenues or ever achieve profitable operations. If we are unsuccessful
in addressing these risks, our business will most likely fail.
Because
we
may fail to protect our proprietary rights and incur the
costs associated with protecting those rights, whether we are successful or
not,
our business may be harmed and unable to compete.
The
extent and value of our intellectual property is necessarily uncertain, and
our
efforts to protect our intellectual property rights may not be successful.
Our
Crab feed comes from ingredients commonly used and available to the public.
However, we believe our feed has advantages above that of traditional feeds.
We
are in the process of researching patent rights, and we are not aware of anyone
in China having any patents, trademarks and/or copyright protection for feeds
that are available on the market. As such, a third party may copy or otherwise
obtain our formula without authorization. If this occurs, we are uncertain
whether we will be able to enforce our rights in China or other countries in
Asia where we expect to do business. If we are able to engage in litigation
to
enforce our rights to our feed, we expect the process to be inherently expensive
and unpredictable. Any such litigation may be unsuccessful and could require
us
to incur substantial costs and divert significant valuable resources, including
the efforts of our technical and management personnel, which may harm our
business materially. Moreover, we may have a judicial forum declare our rights
to the formula invalid or unenforceable or have claims of such narrow scope
as
to be of little economic value.
Because
our
executive officers do not have any training specific to
the particulars of marketing products, there is a higher risk our business
will
fail
Ms.
Yin
Cheng Kong and Mr. Wang Zhao, our officers and directors, do not have any
training in the areas of marketing and business management. While these persons
have significant experience in the Crab feed industry, our management may not
be
fully aware of many of the specific business requirements related to working
within this industry. As a result, our management may lack certain skills that
are advantageous in managing a company of this nature, which could be very
detrimental to our business.
Because
our
officers and directors only agreed to provide their
services on a part-time basis, they may not be able or willing to devote a
sufficient amount of time to our business operations, causing our business
to
fail.
Ms.
Yin
Cheng Kong and Mr. Wang Zhao, our officers and directors, devote 20 to 40 hours
per week to our business affairs. We do not have an employment agreement with
either Ms. Yin Cheng Kong or Mr. Wang Zhao, nor do we maintain key man life
insurance policies for these individuals. Currently, we do not have any full
or
part-time employees. If the demands of our business require the full business
time of our officers and directors, it is possible that Ms. Yin Cheng Kong
and
Mr. Wang Zhao may not be able to devote sufficient time to the management of
our
business, as and when needed. If our management is unable to devote a sufficient
amount of time to manage our operations, our business will fail.
Because
our
officers and directors own 53% of our outstanding common
stock, investors may find that corporate decisions influenced by these
individuals are inconsistent with the best interests of other
stockholders.
Ms.
Yin
Cheng Kong and Mr. Wang Zhao are our officers and directors. They own
approximately 53% of the outstanding shares of our common stock. Accordingly,
they will have a significant influence in determining the outcome of all
corporate transactions or other matters, including mergers, consolidations
and
the sale of all or substantially all of our assets, and also the power to
prevent or cause a change in control. While we have no current plans with regard
to any merger, consolidation or sale of substantially all of its assets, the
interests of these individuals may still differ from the interests of the other
stockholders.
Because
our
officers and directors own 53% of our outstanding common
stock, the market price of our shares would most likely decline they were to
sell a substantial number of shares all at once or in large
blocks.
Ms.
Yin
Cheng Kong owns 580,000 shares of our common stock and Mr. Wang Zhao owns
580,000 shares of our common stock which equates to 53% of our outstanding
common stock. There is presently no public market for our common stock and
we
plan to apply for quotation of our common stock on the NASD over-the-counter
bulletin board upon the effectiveness of the registration statement of which
this prospectus forms a part. If our shares are publicly traded on the
over-the-counter bulletin board, these officers and directors will be eligible
to sell their shares publicly subject to the volume limitations in Rule 144.
The
offer or sale of a large number of
shares
at
any price may cause the market price to fall. Sales of substantial amounts
of
common stock or the perception that such transactions could occur, may
materially and adversely affect prevailing markets prices for our common
stock.
Because
we
are subject to government regulation in China, the
anticipated costs of our Crab feed formula may increase.
Currently,
we have not experienced any difficulty with compliance of any laws or
regulations which affect our business. However, there is a risk that new
regulations could increase our costs of doing business, prevent us from
marketing our Crab feed, and make compliance with new regulations unduly
burdensome.
Because
we
plan to conduct our business in China and other locations
in Asia, we may be subject to political instability that could harm our
business.
We
plan
to conduct our business in China and other locations in Asia. These countries
have been subject to political instability and terrorist activities. We cannot
assure you that we will be successful in overcoming the risks that relate to
or
arise from operating in international markets. Risks inherent in doing business
on an international level include:
§
economic
and political instability;
§
changes
in regulatory requirements, tariffs, customs, duties and other trade
barriers;
§
transportation
delays;
§
power
supply shortages and shutdowns;
§
difficulties
in staffing and managing foreign operations and other labor
problems;
§
existence
of language barriers and cultural
distinctions;
§
acts
of God, including floods, typhoons and earthquakes;
and
§
other
uncertainties relating to the administration of, or changes in, or
new
interpretation of, the laws, regulations and policies of the jurisdictions
in which we conduct our business.
In
addition, our activities outside the United States are subject to risks
associated with fluctuating currency values and exchanges rates, hard currency
shortages and controls on currency exchange.
The
risks
inherent in our international operations have been increased by the threat
of
terrorist attacks. These attacks, coupled with an international military
response, have created an uncertain economic environment, and we cannot predict
the impact of these political threats or any related military action, on our
customers or our business.
Because
new
legislation, including the Sarbanes-Oxley Act of 2002,
increases the cost of compliance with federal securities regulations as well
as
the risks of liability to officers and directors, we may find it more difficult
for us to retain or attract officers and directors.
The
Sarbanes-Oxley
Act of 2002 was enacted in response to public concerns regarding corporate
accountability in connection with recent accounting scandals. The stated goals
of the Sarbanes-
Oxley
Act
are to increase corporate responsibility, to provide for enhanced penalties
for
accounting and auditing improprieties at publicly traded companies, and to
protect investors by improving the accuracy and reliability of corporate
disclosures pursuant to the securities laws. The Sarbanes-Oxley Act generally
applies to all companies that file or are required to file periodic reports
with
the SEC, under the Securities Exchange Act of 1934. Upon becoming a public
company, we will be required to comply with the Sarbanes-Oxley Act and it is
costly to remain in compliance with the federal securities regulations.
Additionally, we may be unable to attract and retain qualified officers,
directors and members of board committees required to provide for our effective
management as a result of Sarbanes-Oxley Act
of
2002.
The
enactment of the Sarbanes-Oxley Act
of
2002 has resulted in a series of rules and regulations by the SEC that increase
responsibilities and liabilities of directors and executive officers. The
perceived increased personal risk associated with these recent changes may
make
it more costly or deter qualified individuals from accepting these roles.
Significant costs incurred as a result of becoming a public company could divert
the use of finances from our operations resulting in our inability to achieve
profitability.
If
a
market for our common stock does not develop, shareholders may
be unable to sell their shares.
A
market
for our common stock may never develop. We currently plan to apply for quotation
of our common stock on the NASD over-the-counter bulletin board upon the
effectiveness of the registration statement of which this prospectus forms
a
part. However, our shares may never be traded on the bulletin board, or, if
traded, a public market may not materialize. If our common stock is not traded
on the bulletin board or if a public market for our common stock does not
develop, investors may not be able to re-sell the shares of our common stock
that they have purchased and may lose all of their investment.
If
the
selling shareholders sell a large number of shares all at
once or in blocks, the market price of our shares would most likely
decline.
The
selling shareholders are offering 990,000 shares of our common stock through
this prospectus. Our common stock is presently not traded on any market or
securities exchange, but should a market develop, shares sold at a price below
the current market price at which the common stock is trading will cause that
market price to decline. Moreover, the offer or sale of a large number of shares
at any price may cause the market price to fall. The outstanding shares of
common stock covered by this prospectus represent approximately 46% of the
common shares outstanding as of the date of this prospectus.
Because
we
will be subject to the “Penny Stock” rules once our
shares are quoted on the over-the-counter bulletin board, the level of trading
activity in our stock may be reduced.
Broker-dealer
practices in connection with transactions in "penny stocks" are regulated by
penny stock rules adopted by the Securities and Exchange Commission. Penny
stocks generally are equity securities with a price of less than $5.00 (other
than securities registered on some national securities exchanges or quoted
on
Nasdaq). The penny stock rules require a broker-dealer, prior to a
transaction
in a penny stock not otherwise exempt from the rules, to deliver a standardized
risk disclosure document that provides information about penny stocks and the
nature and level of risks in the penny stock market. The broker-dealer also
must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction,
and, if the broker-dealer is the sole market maker, the broker-dealer must
disclose this fact and the broker-dealer's presumed control over the market,
and
monthly account statements showing the market value of each penny stock held
in
the customer's account. In addition, broker-dealers who sell these securities
to
persons other than established customers and "accredited investors" must make
a
special written determination that the penny stock is a suitable investment
for
the purchaser and receive the purchaser's written agreement to the transaction.
Consequently, these requirements may have the effect of reducing the level
of
trading activity, if any, in the secondary market for a security subject to
the
penny stock rules, and investors in our common stock may find it difficult
to
sell their shares.
If
our
shares are quoted on the over-the-counter bulletin board, we
will be required
to remain current in our filings with the SEC and our securities will not be
eligible for quotation if we are not current in our filings with the
SEC.
In
the
event that our shares are quoted on the over-the-counter bulletin
board,we
will
be required order to remain current in our filings with the SEC in order for
shares of our common stock to be eligible for quotation on the over-the-counter
bulletin board.
In the
event that we become delinquent in our required filings with the SEC, quotation
of our common stock will be terminated following a 30 or 60 day grace period
if
we do not make our required filing during that time. If our shares are not
eligible for quotation on the over-the-counter
bulletin board,
investors in our common stock may find it difficult to sell their shares.
This
prospectus contains forward-looking statements that involve risks and
uncertainties. We use words such as anticipate, believe, plan, expect, future,
intend and similar expressions to identify such forward-looking statements.
The
actual results could differ materially from our forward-looking statements.
Our
actual results are most likely to differ materially from those anticipated
in
these forward-looking statements for many reasons, including the risks faced
by
us described in this Risk Factors section and elsewhere in this
prospectus.
The
$0.02
per share offering price of our common stock was arbitrarily chosen using the
last sales price of our stock from our most recent private offering of common
stock. There is no relationship between this price and our assets, earnings,
book value or any other objective criteria of value.
We
intend
to apply to the NASD over-the-counter bulletin board for the quotation of our
common stock upon our becoming a reporting entity under the Securities Exchange
Act of 1934. We intend to file a registration statement under the Exchange
Act
concurrently with the effectiveness of the registration statement of which
this
prospectus forms a part. If our common stock becomes so traded and a market
for
the stock develops, the actual price of stock will be determined by prevailing
market prices at the time of sale or by private transactions negotiated by
the
selling shareholders. The offering price would thus be determined by market
factors and the independent decisions of the selling shareholders.
The
common stock to be sold by the selling shareholders is common stock that is
currently issued and outstanding. Accordingly, there will be no dilution to
our
existing shareholders.
The
selling shareholders named in this prospectus are offering all of the 990,000
shares of common stock offered through this prospectus. These shares were
acquired from us in an offering that was exempt from Registration under
Regulation S of the Securities Act of 1933, as amended, and completed on March30, 2007.
The
following table provides information regarding the beneficial ownership of
our
common stock held by each of the selling shareholders as of May 1, 2007,
including:
1.
the
number of shares owned by each prior to this
offering;
2.
the
total number of shares that are to be offered by
each;
3.
the
total number of shares that will be owned by each upon completion
of the
offering;
4.
the
percentage owned by each upon completion of the offering;
and
5.
the
identity of the beneficial holder of any entity that owns the
shares.
The
named
party beneficially owns and has sole voting and investment power over all shares
or rights to the shares, unless otherwise shown in the table. The numbers in
this table assume that none of the selling shareholders sells shares of common
stock not being offered in this prospectus or purchases additional shares of
common stock, and assumes that all shares offered are sold. The percentages
are
based on 2,150,000 shares of common stock outstanding on May 1,2007.
Name
of Selling Shareholder
Address
of Selling Shareholder
Shares
Owned Prior to This Offering
Total
Number of Shares to be Offered for Selling Shareholder
Account
Total
Shares to be Owned Upon Completion of this Offering
Percent
Owned Upon Completion of this Offering
QU,
QIANG JUN
2
SHIYINGCUN JIANGZHUANGXIANG XIANGCHENG COUNTY HENAN PROVINCE
CHINA
30,000
30,000
0
0%
CAI,
XIAO XU
7-1
SHENGLIUCUN ZAOLINXIANG WUGANG CITY HENAN PROVINCE CHINA
30,000
30,000
0
0%
ZHANG,
XING RONG
2
KONGZU SHANGQIAOCUN GUANCANGZHEN TONGZI COUNTY GUIZHOU
30,000
30,000
0
0%
WANG,
XIU JU
19
ZHANGGOUCUN CHUNSHUIZHEN QINGYANG COUNTY HENAN PROVINCE
CHINA
30,000
30,000
0
0%
WEN,
SI XUAN
183
MENGGOU RD. LINGJIANGZHEN CANGXI COUNTY SICHUAN PROVINCE
CHINA
1
WANGZHUANG ZHAYUANXIANG XIA COUNTY HENAN PROVINCE CHINA
30,000
30,000
0
0%
ZHU,
SHAO YING
119
QIANJINCUN DANCHENGZHEN GUOYANG COUNTY ANHUI PROVINCE
CHINA
30,000
30,000
0
0%
LIU,
JING HUA
5-12
GUMIAOCUN WANGSHIZHEN JIANLI COUNTY HUBEI PROVINCE CHINA
30,000
30,000
0
0%
XIA,
YAN WU
21
AOXIKENCUN QUJIANGZHEN ANHUA COUNTY HUNAN PROVINCE CHINA
30,000
30,000
0
0%
LEI,
LI
7
FAHUASICUN SHIZIKOUZHEN GONGAN COUNTY HUBEI PROVINCE CHINA
30,000
30,000
0
0%
XIANG,
WEI
96
ZIRANCUN DANCHENGZHEN GUOYANG COUNTY ANHUI PROVINCE CHINA
30,000
30,000
0
0%
None
of
the selling shareholders; (1) has had a material relationship with us other
than
as a shareholder at any time within the past three years; (2) has been one
of
our officers or directors; or (3) are broker-dealers or affiliate of
broker-dealers.
The
selling shareholders may sell some or all of their common stock in one or more
transactions, including block transactions:
1.
on
such public markets or exchanges as the common stock may from time
to time
be trading;
2.
in
privately negotiated transactions;
3.
through
the writing of options on the common
stock;
4.
in
short sales, or;
5.
in
any combination of these methods of
distribution.
We
intend
to contact an authorized Over-The-Counter Bulletin Board market-maker for
sponsorship of our securities on the Over-The-Counter Bulletin Board. Currently,
we or anyone acting on our behalf has requested or encouraged any broker-dealer
to act as a market-maker for our securities. The sales price to the public
is
fixed at $0.02 per share until such time as the shares of our common stock
become quoted on the NASD Over-The-Counter Bulletin Board or another exchange.
Although we intend to apply for quotation of our common stock on the NASD
Over-The-Counter Bulletin Board, public trading of our common stock may never
materialize. If our common stock becomes traded on the NASD Over-The-Counter
Bulletin Board, or another exchange, then the sales price to the public will
vary according to the selling decisions of each selling shareholder and the
market for our stock at the time of resale. In these circumstances, the sales
price to the public may be:
1.
the
market price of our common stock prevailing at the time of
sale;
2.
a
price related to such prevailing market price of our common stock,
or;
3.
such
other price as the selling shareholders determine from time to
time.
The
shares may also be sold in compliance with the Securities and Exchange
Commission's Rule 144.
The
selling shareholders may also sell their shares directly to market makers acting
as agents in unsolicited brokerage transactions. Any broker or dealer
participating in such transactions as an agent may receive a commission from
the
selling shareholders or from such purchaser if they act as agent for the
purchaser. If applicable, the selling shareholders may distribute shares to
one
or more of their partners who are unaffiliated with us. Such partners may,
in
turn, distribute such shares as described above.
We
are
bearing all costs relating to the registration of the common stock. The selling
shareholders, however, will pay any commissions or other fees payable to brokers
or dealers in connection with any sale of the common stock.
The
selling shareholders must comply with the requirements of the Securities Act
of
1933 and the Securities Exchange Act in the offer and sale of the common stock.
In particular, during such times as the selling shareholders may be deemed
to be
engaged in a distribution of the common
stock,
and therefore be considered to be an underwriter, they must comply with
applicable law and may, among other things:
1.
not
engage in any stabilization activities in connection with our common
stock;
2.
furnish
each broker or dealer through which common stock may be offered,
such
copies of this prospectus, as amended from time to time, as may be
required by such broker or dealer;
and;
3.
not
bid for or purchase any of our securities or attempt to induce any
person
to purchase any of our securities other than as permitted under the
Securities Exchange Act.
Set
forth
below is a brief description of the background and business experience of
executive officers and directors.
Yin
Cheng Kong. Yin
Cheng
Kong has been our President, Chief Executive Officer, Secretary and Director
since our inception. He has worked at Shenye Holdings, Inc. as a Senior Manager
in Human Resources since 2000, where his duties include interviewing employment
candidates, conducting background checks, hiring and firing employees, and
ensuring compliance with employment and human resources laws. He received his
BA
from Wuhan University in 1992.
Wang
Zhao.
Wang
Zhao has been our Director since our inception. He has been self employed
working as a consultant to aqua farming companies since 1996. During this time
he has devoted much of his time to development of the formula for SyncFeed.
He
received his BSc from Hubei University in 1996.
Our
Directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws. Our officers are appointed by our board of directors and hold
office until removed by the board.
Significant
Employees
We
do not
currently have any significant employees aside from Yin Cheng Kong and Wang
Zhao.
Involvement
in Certain Legal Proceedings
To
the
best of our knowledge, during the past five years, none of the following
occurred with respect to our present or former director, executive officer,
or
employee: (1) any bankruptcy petition filed by or against any business of which
such person was a general partner or executive officer either at the time of
the
bankruptcy or within two years prior to that time; (2) any conviction in a
criminal proceeding or being subject to a pending criminal proceeding (excluding
traffic violations and other minor offenses); (3) being subject to any order,
judgment or decree, not subsequently reversed, suspended or vacated, of any
court of competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his or her involvement in any type of business,
securities or banking activities; and (4) being found by a court of competent
jurisdiction (in a civil action), the SEC or the Commodities Futures Trading
Commission to have violated a federal or state securities or commodities law,
and the judgment has not been reversed, suspended or vacated.
Security
Ownership
of Certain Beneficial Owners and
Management
The
following table sets forth, as of May 1, 2007, certain information as to shares
of our common stock owned by (i) each person known by us to beneficially own
more than 5% of our outstanding common stock, (ii) each of our directors, and
(iii) all of our executive officers and directors as a group:
Name
and Address of Beneficial Owners of Common Stock1
As
used in this table, "beneficial ownership" means the sole or shared
power
to vote, or to direct the voting of, a security, or the sole or shared
investment power with respect to a security (i.e., the power to dispose
of, or to direct the disposition of, a security). In addition, for
purposes of this table, a person is deemed, as of any date, to have
"beneficial ownership" of any security that such person has the right
to
acquire within 60 days after such
date.
2.
The
percentage shown is based on denominator of 2,150,000 shares of common
stock issued and outstanding for the company as of May 1,2007.
Our
authorized capital stock consists of 90,000,000 shares of common stock, with
a
par value of $0.001 per share, and 10,000,000 shares of preferred stock, with
a
par value of $0.001 per share. As of May 1, 2007, there were 2,150,000 shares
of
our common stock issued and outstanding. Our shares are held by thirty-five
(35)
stockholders of record. We have not issued any shares of preferred
stock.
Common
Stock
Our
common stock is entitled to one vote per share on all matters submitted to
a
vote of the stockholders, including the election of directors. Except as
otherwise required by law or provided in any resolution adopted by our board
of
directors with respect to any series of preferred stock, the holders of our
common stock will possess all voting power. Generally, all matters to be voted
on by stockholders must be approved by a majority (or, in the case of election
of directors, by a plurality) of the votes entitled to be cast by all shares
of
our common stock that are present in person or represented by proxy, subject
to
any voting rights granted to holders of any preferred stock. Holders of our
common stock representing fifty percent (50%) of our capital stock issued,
outstanding and entitled to vote, represented in person or by proxy, are
necessary to constitute a quorum at any meeting of our stockholders. A vote
by
the holders of a majority of our outstanding shares is required to effectuate
certain fundamental corporate changes such as liquidation, merger or an
amendment to our Articles of Incorporation. Our Articles of Incorporation do
not
provide for cumulative voting in the election of directors.
Subject
to any preferential rights of any outstanding series of preferred stock created
by our board of directors from time to time, the holders of shares of our common
stock will be entitled to such cash dividends as may be declared from time
to
time by our board of directors from funds available therefore.
Subject
to any preferential rights of any outstanding series of preferred stock created
from time to time by our board of directors, upon liquidation, dissolution
or
winding up, the holders of shares of our common stock will be entitled to
receive pro rata all assets available for distribution to such
holders.
In
the
event of any merger or consolidation with or into another company in connection
with which shares of our common stock are converted into or exchangeable for
shares of stock, other securities or property (including cash), all holders
of
our common stock will be entitled to receive the same kind and amount of shares
of stock and other securities and property (including cash). Holders of our
common stock have no pre-emptive rights, no conversion rights and there are
no
redemption provisions applicable to our common stock.
Preferred
Stock
Our
board
of directors is authorized by our articles of incorporation to divide the
authorized shares of our preferred stock into one or more series, each of which
must be so designated as to distinguish the shares of each series of preferred
stock from the shares of all other series and
classes.
Our board of directors is authorized, within any limitations prescribed by
law
and our articles of incorporation, to fix and determine the designations,
rights, qualifications, preferences, limitations and terms of the shares of
any
series of preferred stock including, but not limited to, the
following:
1.
The
number of shares constituting that series and the distinctive designation
of that series,
which may be by distinguishing number, letter or title;
2.
The
dividend rate on the shares of that series, whether dividends will
be
cumulative, and if so, from which date(s), and the relative rights
of
priority, if any, of payment of dividends on shares of that
series;
3.
Whether
that series will have voting rights, in addition to the voting rights
provided by law, and, if so, the terms of such voting
rights;
4.
Whether
that series will have conversion privileges, and, if so, the terms
and
conditions of such conversion, including provision for adjustment
of the
conversion rate in such events as the Board of Directors
determines;
5.
Whether
or not the shares of that series will be redeemable, and, if so,
the terms
and conditions of such redemption, including the date or date upon
or
after which they are redeemable, and the amount per share payable
in case
of redemption, which amount may vary under different conditions and
at
different redemption dates;
6.
Whether
that series will have a sinking fund for the redemption or purchase
of
shares of that series, and, if so, the terms and amount of such sinking
fund;
7.
The
rights of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the corporation,
and
the relative rights of priority, if any, of payment of shares of
that
series;
8.
Any
other relative rights, preferences and limitations of that
series.
Dividend
Policy
We
have
never declared or paid any cash dividends on our common stock. We currently
intend to retain future earnings, if any, to finance the expansion of our
business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
Nevada
Anti-Takeover Laws
Nevada
Revised Statutes sections 78.378 to 78.379 provide state regulation over the
acquisition of a controlling interest in certain Nevada corporations unless
the
articles of incorporation or bylaws of the corporation provide that the
provisions of these sections do not apply. Our articles of incorporation and
bylaws do not state that these provisions do not apply. The statute creates
a
number of restrictions on the ability of a person or entity to acquire control
of a Nevada company
by
setting down certain rules of conduct and voting restrictions in any acquisition
attempt, among other things. The statute is limited to corporations that are
organized in the state of Nevada and that have 200 or more stockholders, at
least 100 of whom are stockholders of record and residents of the State of
Nevada; and does business in the State of Nevada directly or through an
affiliated corporation. Because of these conditions, the statute currently
does
not apply to our company.
No
expert
or counsel named in this prospectus as having prepared or certified any part
of
this prospectus or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of the common stock was employed on a contingency basis, or had,
or
is to receive, in connection with the offering, a substantial interest, direct
or indirect, in the registrant or any of its parents or subsidiaries. Nor was
any such person connected with the registrant or any of its parents or
subsidiaries as a promoter, managing or principal underwriter, voting trustee,
director, officer, or employee.
David
S.
Jennings, Esq., our independent legal counsel, has provided an opinion on the
validity of our common stock.
Ronald
N.
Silberstein, C.P.A., P.L.L.C., has audited our financial statements included
in
this prospectus and registration statement to the extent and for the periods
set
forth in its audit report. Ronald N. Silberstein, C.P.A., P.L.L.C. has presented
its report with respect to our audited financial statements. The report of
Ronald N. Silberstein, C.P.A., P.L.L.C. is included in reliance upon its
authority as experts in accounting and auditing.
Disclosure
of
Commission Position of Indemnification for Securities
Act Liabilities
Our
articles of incorporation provide that we will indemnify an officer, director,
or former officer or director, to the full extent permitted by law. We have
been
advised that in the opinion of the Securities and Exchange Commission
indemnification for liabilities arising under the Securities Act of 1933 is
against public policy as expressed in the Securities Act of 1933, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities is asserted by one of our directors, officers, or controlling
persons in connection with the securities being registered, we will, unless
in
the opinion of our legal counsel the matter has been settled by controlling
precedent, submit the question of whether such indemnification is against public
policy to a court of appropriate jurisdiction. We will then be governed by
the
court's decision.
We
were
incorporated as “Syncfeed Inc.” in the State of Nevada on March 27, 2007. We are
engaged in the business of developing, manufacturing, and selling commercial
feed (the “Product”) specifically for commercially raised and harvested Chinese
Mitten-handed Crabs (the “Crabs”).
Our
principal offices are located at 50 West Liberty Street, Suite 880, Reno, NV89501. Yin Cheng Kong, our President, CEO and director, and Wang Zhao, our
Director, are persons that may be described as “promoters” as defined in Rule
405 of the Securities Act by virtue of their roles in founding and organizing
our company.
We
are
engaged in the business of developing, manufacturing, and selling commercial
feed specifically for commercially raised and harvested Chinese Mitten-handed
Crabs. We are currently testing and refining the formula for our Product at
our
Crab farming facility in Xingou, Jianli, Hubei, China. When we are satisfied
that our Product provides the greatest Return on Investment for Crab Farmers
by
being the most attractive to the Crab palate and the healthiest in terms of
promoting the greatest weight gains in the shortest period of time, we will
begin the manufacture and distribution of the Product to Crab farmers in the
Lake Yangcheng area as well as throughout mainland China.
The
Chinese Mitten-handed Crab
The
Chinese mitten-handed crab (Eriocheir sinensis), also known as the Chinese
mitten crab, big binding crab (大橨砇)
and
Shanghai hairy crab (上海毛砇),
is a
medium-sized burrowing crab found in the coastal estuaries of eastern Asia
from
Korea in the north to the Fujian province of China in the south.
Mitten
crabs spend most of their life in fresh water, but they must return to the
sea
to breed. During their fourth or fifth year in late summer, the crustaceans
migrate downstream, and attain sexual maturity in the tidal estuaries. After
mating, the females continue seaward, overwintering in the deeper waters. They
return to brackish water in the spring to hatch their eggs. After development
as
larvae, the juvenile crabs gradually move upstream into fresh water, thus
completing the life cycle.
This
species' distinguishing features are the dense patches of dark hair on its
claws. The crab's body is the size of a human palm. The carapace width is 30
to
100 mm and the legs are about twice as long as the carapace is
wide.
This
species is very invasive and has spread to North America and Europe, raising
concerns that it competes with local species, and its burrowing nature damages
embankments and clogs drainage systems.
In
contrast, the crab is a famous delicacy in Shanghai cuisine and is also prized
for the female crab's ovaries. In 2006, the city of Shanghai consumed 50,000
tons of the crustacean, or about 300 million Crabs - 12% of the national market.
The high demand for Crabs led to overfishing of the species in the Yangtze
River
and other freshwater sources decades ago. The result was the establishment
of
Crab farms in the 1980’s, an industry that continues to thrive today.
Today
Yangcheng Lake is the most famous area for the Chinese mitten crabs. The crab
meat is believed by the Chinese to have a "cooling" (yin) effect on the body.
Chinese spend hundreds of yuan just to taste a small crab from that lake. Most
of these are exported to Shanghai and Hong Kong, and high-profit foreign
markets.
The
price
of the crab varies from RMB10 to RMB300, depending on its origin, gender, weight
and seasons. A crab weighing 300 grams was sold around RMB250 to RMB300 in
the
market last season.
Crab
Farming
Because
of overfishing in past years, Crab farmers have replaced fishermen as the most
reliable source of mitten crabs. Beginning in the 1980’s, Crab farmer have
erected pens in shallow freshwater lakes, earthen ponds, fenced renovated paddy
fields, and covered net cages. The best results have been obtained from pen
cultures in shallow lakes. Growth and quality of Crabs are significantly greater
in this habitat, presumably because pens provide the Crabs with an environment
which closely approximates their natural habitat.
Pens
are
created by enclosing an area of fresh water ranging from 0.4 to 5 hectacres
with
ready-made polyethylene netting with a mesh size of 2-3 cm. The area should
have
a relatively flat, hard bottom, and water depth between 0.8 and 1.5 meters.
Pollution levels, water PH, and water traffic are all considered before a Crab
farm is built. If water flow through the pen is too slow, Crabs are likely
to
become ill, and disease spreads quickly in such an environment.
Bamboo
stakes are generally used to secure the netting around the perimeter while
rocks
are sewn into the bottom of the netting, which is then sunk a few inches into
the bottom of the pen. Netting extends one meter above the surface level before
turning inward at a 90 degree angle for another meter to prevent Crabs from
climbing out. A second perimeter net is often erected two to four meters outside
of the primary netting to further prevent Crabs from escaping.
Other
wildlife in the pen is managed as well. Carnivorous fish, such as snakehead,
mandarin fish, and catfish must be removed as they will prey on the Crabs.
Fish
that graze on aquatic plants, such as grass carp, and bottom dwellers, such
as
common carp, are also removed as they may compete for food with the Crabs or
disturb their development, respectively.
Once
the
pen is prepared, farmers generally purchase small Crabs from hatcheries where
Crab seeds, or larvae, have been grown to “coin size.” Crab farms are generally
stocked with small Crabs between February and April and grown to maturity,
or
market size, for harvesting in September and October of the following
year.
In
the
interim period, the health and growth of the Crabs is the main concern of every
Crab farmer, as their entire annual revenue is completely dependent upon the
weight of the Crabs they deliver to market.
Feed
is
added to the Crab pen twice each day. The average feeding rate is 3-6% of body
weight per day. Approximately 30-40% of the daily ration is distributed in
the
morning and 60-70% in the evening. Uneaten food must be manually removed from
the pen in order to keep the pen area clean and reduce the risk of
disease.
Crab
feed
is currently non-standardized. Crab farmers feed their Crabs snails, clams,
trash fish, slaughterhouse waste, silkworm pupae, squash, sweet potatoes, boiled
corn, and wheat. Farmers try to ensure that animal protein accounts for 50-60%
of their Crab’s diet, but there is currently no way to ensure an optimum diet
for the majority of their Crab stock.
SyncFeed
Crab Feed
Despite
the thriving market for Crabs, there are very few options available for Crab
farmers when providing sustenance to their livestock. While there are three
companies that provide Crab feed, their products have not met with much success
for reasons we will discuss below. Most farmers provide their Crabs an intuitive
mixture of waste products and by-products of other industries - a slop mixture,
which is consumed in varying degrees on a daily basis as the meal differs on
a
daily basis. That which is not consumed by a farmer’s livestock must be cleaned
from the pen to prevent contamination and disease.
We
are in
the process of developing Crab feed designed specifically to maximize the health
and growth of Chinese Mitten-handed Crabs. Our method of development involves
a
number of freshwater tanks in which we have isolated different populations
of
Crabs. We feed the crabs in each tank a different formula (including those
of
our competitors) and track data relating to the Crabs’ rate of food consumption,
their relative health and growth rates, and any environmental
side-effects.
Our
current product contains fish meal, soybean paste, corn powder, multi-mineral
salt, cuttlefish powder, chaff powder, beet alkaline, fish oil, multi-vitamins,
and anti-oxidants. Our tests have shown that this combination of ingredients
at
a specific ratio attracts Crabs to eat at the fastest rate as well as enhancing
growth rates at the most significant level. Tank waste as a result of unconsumed
food is also minimized with our current formula. Crabs raised on our current
formula gain an average of 150 grams of weight in a single year (large enough
to
go to market), and reach 300 grams by harvest time in the second year. A 300
gram Crab is considered very large and commands a premium price.
The
feed
is manufactured by steaming and mixing the ingredients, molding them into
cylindrical shapes, and allowing them to dry into small, hard pellets. We
currently manufacture these pellets on a small scale for our developmental
tests, but the same method is widely used in the production of animal feed
pellets on a much larger scale.
We
face
some competition in the Chinese Mitten-handed Crab feed field. Those companies
who manufacture and market feed products aimed specifically at Crabs sell
products which contain large amounts of pork skin powder, potato powder, and
ocean fish powder. Through our continuous research and observation, we have
found that pork skin powder contains far too much fat to use in low-flow
freshwater conditions. When farmers pour these feeds into the water, an oil
mask
is generated on top of the water. This oil mask cuts off the exchange of fresh
air to the water, and Crabs are unable to thrive and grow in water that is
not
properly oxygenated. Also, Crabs do not seem attracted to the taste of potato
powder, so the potato powder goes unconsumed, remaining in the water until
it
rots and contaminates the water, leading to disease among the Crab population.
Finally, ocean fish powder contains a large amount of salt, which promotes
early
sexual development in the Crabs. Once Crabs have attained sexual maturity,
they
stop growing. Thus, the overall effect of the ocean fish powder is to limit
the
growth of the crabs.
We
also
compete with a number of established manufacturers, importers and distributors
who sell fish feed to Crab farmers. These companies enjoy brand recognition
which exceeds that of our brand names. We compete with several manufacturers,
importers and distributors who have significantly greater financial,
distribution, advertising and marketing resources than we do. We compete
primarily on the basis of quality, brand name recognition and
price.
We
believe that our success will depend upon our ability to remain competitive
in
our product areas. The failure to compete successfully in the future could
result in a material deterioration of customer loyalty and our image and could
have a material adverse effect on our business.
Intellectual
Property
We
intend
to aggressively assert our rights under trade secret, unfair competition,
trademark and copyright laws to protect our intellectual property, including
product formulas, proprietary manufacturing processes and technologies, product
research and concepts and recognized trademarks. These rights are protected
through the acquisition of patents and trademark registrations, the maintenance
of trade secrets, the development of trade dress, and, where appropriate,
litigation against those who are, in our opinion, infringing these rights.
We
are
currently consulting with law firms to protect our brand name and product
formula. While there can be no assurance that registered trademarks will protect
our proprietary information, we intend to assert our intellectual property
rights against any infringer. Although any assertion of our rights can result
in
a substantial cost to, and diversion of effort by, our company, management
believes that the protection of our intellectual property rights is a key
component of our operating strategy.
Regulatory
Matters
We
are
subject to the laws and regulations of those jurisdictions in which we plan
to
sell our product, which are generally applicable to business operations, such
as
business licensing
requirements,
income taxes and payroll taxes. In general, the development, manufacture, and
sale of our product in China is not subject to special regulatory and/or
supervisory requirements.
Employees
We
have
no other employees other than our officers and directors. If finances permit,
however, we intend on employing thirty sales representatives in the counties
of
Guangdong Province when our product is ready for production and
shipping.
This
prospectus contains forward-looking statements that involve risks and
uncertainties. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date that they are made.
We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.
The
following discussion should be read in conjunction with the consolidated
financial statements and notes thereto included in this prospectus.
Plan
of Operation in the Next Twelve Months
Product
Development
We
intend
to continue to refine our product formula over the coming months. While we
feel
our product in its current form could compete effectively in the marketplace,
we
plan to improve the formula to increase its attractiveness to Crabs, improve
its
impact on Crab growth and reduce the costs of ingredients. We expect to incur
roughly $10,000 on our product development in the next twelve months.
Locate
Suitable Manufacturing
We
do not
currently have any manufacturing facilities. Our directors have contacted
several general feed producers in the Guangdong province of China, and have
begun negotiations for the manufacture of our product on a contract basis.
We
are currently negotiating price, payment, customer guarantee, shipping,
inventory, delivery schedule and returns. Production of our crab feed doesn’t
require any facilities or equipment beyond what is available at any general
feed
producer. We could contract with any general feed producer to manufacture our
product by following our instructions. Most general feed producers already
utilize the same method we use to produce the feed pellets, we simply need
to
provide the ingredients and their ratios. We do not anticipate renting a
warehouse at this stage of our business. The feed producer we select to work
with us will provide packaging, storage, and shipping services for us as part
of
our agreement.
Our
goal
is for our crab feed to become a leading product in the Chinese marketplace.
In
order to achieve our goal, we intend to increase awareness of our product with
potential customers, who we anticipate will be major retailers as wholesale
customers and Crab farmers as end users. We intend to do this by engaging in
the
following:
·
Attending
national and regional aquaculture product and technology promotional
events and conferences. There are events and conferences hosted and
managed by regional and central institutions and organizations to
promote
advanced aquaculture products and technology, including trade meetings,
conferences, Expos, and promotional events. We plan to attend a number
of
such events, such as the Fishery Exhibition 2007, which are heavily
attended by aquaculture merchants, wholesalers, and retailers, in
order to
further expose our product.
·
Developing
direct marketing programs to attract retailers. In addition to attending
the foregoing conferences and seminars, we intend to market directly
to
aquaculture farmers. Our marketing will include conducting seminars
and
the use of online and traditional advertising media such as newspapers
and
trade publications.
·
Promoting
to the public through internet-based and traditional media advertising.
We
intend to use Internet-based and traditional media to promote our
product
directly to the public to raise public awareness of our product.
Our plan
is to create a public demand for Crabs raised on
Syncfeed.
Sales
Personnel
In
the
short term, we intend to use the services of our management to sell our
products. As our product approaches the manufacturing stage, however, we plan
to
employ up to thirty salesman in the Guangdong province of China to promote
and
sell our product to wholesalers, retailers, and end-user Crab farmers. These
sales representatives will be responsible for soliciting, selecting and securing
accounts within a particular regional territory.
Significant
Equipment
We
do not
intend to purchase any significant equipment for the next twelve
months.
Expenses
In
our
management’s opinion, we can expect to incur the following expenses to fund our
plan of operation for the next twelve months:
§
Audit
fee, which consists primarily of accounting and auditing fees for
the
yearend audit. We estimate that our audit fees for the next twelve
months
will be approximately $10,000, which includes quarterly reviews;
§
Bank
charges, which consist primarily of charges by our bank for processing
transactions through our checking account. We estimate that our bank
charges for the next twelve months will be approximately $100;
Legal
and organizational fees, which consist primarily of legal fees paid
by us
regarding securities advice and organizing the company. We estimate
that
our legal and organizational fees for the next twelve months will
be
approximately $20,000 to $35,000;
and
§
Other
operating expenses, which consist primarily of the expenses incurred
for
further development of our Crab feed formula; for the advertising
campaign
for our Product; and for and other administrative expenses. We estimate
that our other operating expenses for the next twelve months will
be
approximately $30,000.
We
anticipate that, in time, the primary source of revenues for our business model
will be the sale of our Product.
We
generated no revenue for the period from inception (March 27, 2007) to March31,2007. We are a development stage company and do not yet have any products to
sell. Our operating expenses for the period were $4,000, consisting entirely
of
professional fees relating to the organization of our company and our offering.
Thus, we had a Net Loss of $4,000 for the period from inception (March 27,2007)
to March 31, 2007.
We
anticipate our operating expenses will increase as we implement our business
plan. The increase will be attributable to expenses to implement our business
plan, and the professional fees to be incurred in connection with the filing
of
a registration statement with the Securities Exchange Commission under the
Securities Act of 1933. We anticipate our ongoing operating expenses will also
increase once we become a reporting company under the Securities Exchange Act
of
1934.
Liquidity
and Capital Resources
As
of
March 31, 2007, we had total current assets of $43,000. Our total current
liabilities as of March 31, 2007 were $4,000. Thus, we have working capital
of
$39,000 as of March 31, 2007.
Operating
activities used $4,000 in cash for the period from inception (March 27, 2007)
to
March 31, 2007. Our net loss of $4,000 was the sole negative component of our
operating cash flow. Cash flows provided by financing activities during the
period from inception (March 27, 2007) to March 31, 2007 consisted of $43,000
as
proceeds from the issuance of common stock.
The
success of our business plan beyond the next 12 months is contingent upon us
obtaining additional financing. We intend to fund operations through debt and/or
equity financing arrangements, which may be insufficient to fund our capital
expenditures, working capital, or other cash requirements. We do not have any
formal commitments or arrangements for the sales of stock or the advancement
or
loan of funds at this time. There can be no assurance that such additional
financing will be available to us on acceptable terms, or at
all.
We
have
limited working capital and have not yet received revenues from sales of
products or services. These factors have caused our accountants to express
substantial doubt about our ability to continue as a going concern.
Our
ability to continue as a going concern is dependent on our generating cash
from
the sale of our common stock and/or obtaining debt financing and attaining
future profitable operations. Management’s plans include selling its equity
securities and obtaining debt financing to fund our capital requirement and
ongoing operations; however, there can be no assurance we will be successful
in
these efforts.
Off
Balance Sheet Arrangements
As
of
March 31, 2007, there were no off balance sheet arrangements.
Except
as
provided below, none of the following parties has, since our date of
incorporation, had any material interest, direct or indirect, in any transaction
with us or in any presently proposed transaction that has or will materially
affect us:
·
Any
of our directors or officers;
·
Any
person proposed as a nominee for election as a
director;
·
Any
person who beneficially owns, directly or indirectly, shares carrying
more
than 10% of the voting rights attached to our outstanding shares
of common
stock;
·
Any
of our promoters;
·
Any
relative or spouse of any of the foregoing persons who has the same
house
address as such person.
Market
for
Common Equity and Related Stockholder
Matters
No
Public Market for Common Stock
There
is
presently no public market for our common stock. We anticipate making an
application for trading of our common stock on the NASD over the counter
bulletin board upon the effectiveness of the registration statement of which
this prospectus forms a part. We can provide no assurance that our shares will
be traded on the bulletin board, or if traded, that a public market will
materialize.
The
Securities Exchange Commission has adopted rules that regulate broker-dealer
practices in connection with transactions in penny stocks. Penny stocks are
generally equity securities with a price of less than $5.00, other than
securities registered on certain national securities exchanges or quoted on
the
NASDAQ system, provided that current price and volume information with respect
to transactions in such securities is provided by the exchange or system. The
penny stock rules
require
a
broker-dealer, prior to a transaction in a penny stock, to deliver a
standardized risk disclosure document prepared by the Commission, that: (a)
contains a description of the nature and level of risk in the market for penny
stocks in both public offerings and secondary trading;(b) contains a description
of the broker's or dealer's duties to the customer and of the rights and
remedies available to the customer with respect to a violation to such duties
or
other requirements of Securities' laws; (c) contains a brief, clear, narrative
description of a dealer market, including bid and ask prices for penny stocks
and the significance of the spread between the bid and ask price;(d) contains
a
toll-free telephone number for inquiries on disciplinary actions;(e) defines
significant terms in the disclosure document or in the conduct of trading in
penny stocks; and;(f) contains such other information and is in such form,
including language, type, size and format, as the Commission shall require
by
rule or regulation.
The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, the customer with; (a) bid and offer quotations for the penny stock;(b)
the compensation of the broker-dealer and its salesperson in the transaction;(c)
the number of shares to which such bid and ask prices apply, or other comparable
information relating to the depth and liquidity of the market for such stock;
and (d) a monthly account statements showing the market value of each penny
stock held in the customer's account.
In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment
for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability
statement.
These
disclosure requirements may have the effect of reducing the trading activity
in
the secondary market for our stock if it becomes subject to these penny stock
rules. Therefore, because our common stock is subject to the penny stock rules,
stockholders may have difficulty selling those securities.
Holders
of Our Common Stock
Currently,
we have thirty-five (35) holders of record of our common stock.
Rule
144 Shares
2,150,000
shares of our common stock will be available for resale to the public after
March 30, 2007 in accordance with the volume and trading limitations of Rule
144
of the Securities Act of 1933.
In
general, under Rule 144 as currently in effect, a person who has beneficially
owned shares of a company's common stock for at least one year is entitled
to
sell within any three month period a number of shares that does not exceed
the
greater of:
one
percent of the number of shares of the company's common stock then
outstanding, which, in our case, will equal approximately 21,500
shares as
of the date of this prospectus, or;
2.
the
average weekly trading volume of the company's common stock during
the
four calendar weeks preceding the filing of a notice on form 144
with
respect to the sale.
Sales
under Rule 144 are also subject to manner of sale provisions and notice
requirements and to the availability of current public information about the
company.
Under
Rule 144(k), a person who is not one of the company's affiliates at any time
during the three months preceding a sale, and who has beneficially owned the
shares proposed to be sold for at least two years, is entitled to sell shares
without complying with the manner of sale, public information, volume limitation
or notice provisions of Rule 144.
Stock
Option Grants
To
date,
we have not granted any stock options.
Registration
Rights
We
have
not granted registration rights to the selling shareholders or to any other
persons.
We
are
paying the expenses of the offering because we seek to: (i) become a reporting
company with the Commission under the Securities Exchange Act of 1934; and
(ii)
enable our common stock to be traded on the NASD over-the-counter bulletin
board. We plan to file a Form 8-A registration statement with the Commission
prior to the effectiveness of the Form SB-2 registration statement. The filing
of the Form 8-A registration statement will cause us to become a reporting
company with the Commission under the 1934 Act concurrently with the
effectiveness of the Form SB-2 registration statement. We must be a reporting
company under the 1934 Act in order that our common stock is eligible for
trading on the NASD over-the-counter bulletin board. We believe that the
registration of the resale of shares on behalf of existing shareholders may
facilitate the development of a public market in our common stock if our common
stock is approved for trading on a recognized market for the trading of
securities in the United States.
We
consider that the development of a public market for our common stock will
make
an investment in our common stock more attractive to future investors. We
believe that obtaining reporting company status under the 1934 Act and trading
on the OTCBB should increase our ability to raise these additional funds from
investors.
Dividends
There
are
no restrictions in our articles of incorporation or bylaws that prevent us
from
declaring dividends. The Nevada Revised Statutes, however, do prohibit us from
declaring dividends where after giving effect to the distribution of the
dividend:
we
would not be able to pay our debts as they become due in the usual
course
of business, or;
2.
our
total assets would be less than the sum of our total liabilities
plus the
amount that would be needed to satisfy the rights of shareholders
who have
preferential rights superior to those receiving the
distribution.
We
have
not declared any dividends and we do not plan to declare any dividends in the
foreseeable future.
The
table
below summarizes all compensation awarded to, earned by, or paid to our
executive officers for all services rendered in all capacities to us for our
fiscal year ended March 31, 2007.
SUMMARY
COMPENSATION TABLE
Name
and
principal
position
Year
Salary
($)
Bonus
($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity
Incentive
Plan
Compensation
($)
Nonqualified
Deferred
Compensation
Earnings
($)
All
Other
Compensation
($)
Total
($)
Yin
Cheng Kong
President,
CEO, Secretary and Director
2007
0
0
0
0
0
0
0
0
Narrative
Disclosure to Summary Compensation Table
Although
we do not currently compensate our officers, we reserve the right to provide
compensation at some time in the future. Our decision to compensate officers
depends on the availability of our cash resources with respect to the need
for
cash to further business purposes.
Outstanding
Equity Awards at Fiscal Year-End
The
table
below summarizes all unexercised options, stock that has not vested, and
equity
incentive plan awards for each named executive officer as of March 31, 2007.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
OPTION
AWARDS
STOCK
AWARDS
Name
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
Option
Exercise
Price
($)
Option
Expiration
Date
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
Yin
Cheng Kong
-
-
-
-
-
-
-
-
-
There
were no grants of stock options since inception to date of this
Prospectus.
Director
Compensation
The
table
below summarizes all compensation awarded to, earned by, or paid to both to
our
directors for all services rendered in all capacities to us for our fiscal
year
ended March 31, 2007.
REPORT
OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To
the
Board of Directors of
Syncfeed,
Inc.
Las
Vegas, Nevada
We
have
audited the accompanying balance sheet of Syncfeed, Inc. as of March 31,2007,
and the related statements of operations, stockholders’ equity, and cash flows
for March 27, 2007 (date of inception) through March 31, 2007. These financial
statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on these financial statements based
on
our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.
The
Company has determined that it is not required to have, nor were we engaged
to
perform, an audit of its internal control over financial reporting.
Our audit included consideration of internal control over financial reporting
as
a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit includes examining on a
test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Syncfeed, Inc. as of March 31,2007, and the results of its operations and cash flows for the period then
ended, in conformity with U.S. generally accepted accounting
principles.
The
accompanying consolidated financial statements have been prepared assuming
that
the Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company has limited working capital, has received
limited revenue from sales of its products, and has incurred losses from
operations. These factors raise substantial doubt about the Company’s ability to
continue as a going concern. Management’s plans with regard to these matters are
described in Note 4. The accompanying financial statements do not include
any
adjustments that might result from the outcome of this uncertainty.
Syncfeed,
Inc. (“Syncfeed”) was incorporated in Nevada on Mach 27, 2007. Syncfeed is a
development stage company located in Reno, Nevada. Syncfeed is developing
crab
feed formula for aqua farmers in China. Syncfeed operates out of office space
owned by a director and stockholder of the Company. The facilities are provided
at no charge. There can be no assurances that the facilities will continue
to be
provided at no charge in the future.
Development
Stage Company
The
accompanying financial statements have been prepared in accordance with the
Statement of Financial Accounting Standards No. 7 ”Accounting and Reporting by
Development-Stage Enterprises”. A development-stage enterprise is one in which
planned principal operations have not commenced or if its operations have
commenced, there has been no significant revenues there from.
Cash
and
Cash Equivalents
Syncfeed
considers all highly liquid investments with maturities of three months or
less
to be cash equivalents. At March 31, 2007the Company had $35,000 of
unrestricted cash that was being held in an escrow account by its outside
attorneys, to be used for future business operations.
Fair
Value of Financial Instruments
Syncfeed’s
financial instruments consist of cash and cash equivalents. The carrying
amount
of these financial instruments approximates fair value due either to length
of
maturity or interest rates that approximate prevailing market rates unless
otherwise disclosed in these financial statements.
Income
Taxes
Income
taxes are computed using the asset and liability method. Under the asset
and
liability method, deferred income tax assets and liabilities are determined
based on the differences between the financial reporting and tax bases of
assets
and liabilities and are measured using the currently enacted tax rates and
laws.
A valuation allowance is provided for the amount of deferred tax assets that,
based on available evidence, are not expected to be realized.
NOTE
1 -
SUMMARY OF ACCOUNTING POLICIES (continued)
Use
of
Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and
the
reported amount of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Basic
loss per share
Basic
loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.
Recent
Accounting Pronouncements
Syncfeed
does not expect the adoption of recently issued accounting pronouncements
to
have a significant impact on the Company’s results of operations, financial
position or cash flow.
NOTE
2 -
PREPAID EXPENSES
Prepaid
expenses at March 31, 2007 consisted of an advance retainer paid to the firms
outside independent auditors for services to be rendered for periods after
Syncfeed’s year-end.
NOTE
3 -
INCOME TAXES
For
the
period ended March 31, 2007, Syncfeed has incurred net losses and, therefore,
has no tax liability. The net deferred tax asset generated by the loss
carry-forward has been fully reserved. The cumulative net operating loss
carry-forward is approximately $4,505 at March 31, 2007, and will expire
in the
year 2027.
The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
2007
Deferred
tax asset attributable to:
Net
operating loss carryover
$
1,500
Valuation
allowance
(1,500)
Net
deferred tax asset
$
-
NOTE
4 -
LIQUIDITY AND GOING CONCERN
Syncfeed
has limited working capital and has not yet received revenues from sales
of
products or services. These factors create substantial doubt about the Company’s
ability to continue as a going concern. The financial statements do not include
any adjustment that might be necessary if the Company is unable to continue
as a
going concern.
The
ability of Syncfeed to continue as a going concern is dependent on the Company
generating cash from the sale of its common stock and/or obtaining debt
financing and attaining future profitable operations. Management’s plans include
selling its equity securities and obtaining debt financing to fund its capital
requirement and ongoing operations; however, there can be no assurance the
Company will be successful in these efforts.
We
have
filed a registration statement on form SB-2 under the Securities Act of 1933
with the Securities and Exchange Commission with respect to the shares of our
common stock offered through this prospectus. This prospectus is filed as a
part
of that registration statement, but does not contain all of the information
contained in the registration statement and exhibits. Statements made in the
registration statement are summaries of the material terms of the referenced
contracts, agreements or documents of the company. We refer you to our
registration statement and each exhibit attached to it for a more detailed
description of matters involving the company, and the statements we have made
in
this prospectus are qualified in their entirety by reference to these additional
materials. You may inspect the registration statement, exhibits and schedules
filed with the Securities and Exchange Commission at the Commission's principal
office in Washington, D.C. Copies of all or any part of the registration
statement may be obtained from the Public Reference Section of the Securities
and Exchange Commission, 100 F. Street, N.E. Washington, D.C. 20549. Please
Call
the Commission at 1-800-SEC-0330 for further information on the operation of
the
public reference rooms. The Securities and Exchange Commission also maintains
a
web site at http://www.sec.gov that contains reports, proxy Statements and
information regarding registrants that files electronically with the Commission.
Our registration statement and the referenced exhibits can also be found on
this
site.
If
we are
not required to provide an annual report to our security holders, we intend
to
still voluntarily do so when otherwise due, and will attach audited financial
statements with such report.
Until
________________, all dealers that effect transactions in these securities
whether or not participating in this offering may be required to deliver a
prospectus. This is in addition to the dealers' obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
Item
24. Indemnification of Directors and Officers
Our
officers and directors are indemnified as provided by the Nevada Revised
Statutes and our bylaws.
Under
the
governing Nevada statutes, director immunity from liability to a company or
its
shareholders for monetary liabilities applies automatically unless it is
specifically limited by a company's articles of incorporation. Our articles
of
incorporation do not contain any limiting language regarding director immunity
from liability. Excepted from this immunity are:
1.
a
willful failure to deal fairly with the company or its shareholders
in
connection with a matter in which the director has a material conflict
of
interest;
2.
a
violation of criminal law (unless the director had reasonable cause
to
believe that his or her conduct was lawful or no reasonable cause
to
believe that his or her conduct was
unlawful);
3.
a
transaction from which the director derived an improper personal
profit;
and
4.
willful
misconduct.
Our
bylaws provide that we will indemnify our directors and officers to the fullest
extent not prohibited by Nevada law; provided, however, that we may modify
the
extent of such indemnification by individual contracts with our directors and
officers; and, provided, further, that we shall not be required to indemnify
any
director or officer in connection with any proceeding (or part thereof)
initiated by such person unless:
1.
such
indemnification is expressly required to be made by
law;
2.
the
proceeding was authorized by our Board of
Directors;
3.
such
indemnification is provided by us, in our sole discretion, pursuant
to the
powers vested us under Nevada law;
or;
4.
such
indemnification is required to be made pursuant to the
bylaws.
Our
bylaws provide that we will advance to any person who was or is a party or
is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
by
reason of the fact that he is or was a director or officer, of the company,
or
is or was serving at the request of the company as a director or executive
officer
of
another company, partnership, joint venture, trust or other enterprise, prior
to
the final disposition of the proceeding, promptly following request therefore,
all expenses incurred by any
director
or officer in connection with such proceeding upon receipt of an undertaking
by
or on behalf of such person to repay said amounts if it should be determined
ultimately that such person is not entitled to be indemnified under our bylaws
or otherwise.
Our
bylaws provide that no advance shall be made by us to an officer of the company,
except by reason of the fact that such officer is or was a director of the
company in which event this paragraph shall not apply, in any action, suit
or
proceeding, whether civil, criminal, administrative or investigative, if a
determination is reasonably and promptly made: (a) by the board of directors
by
a majority vote of a quorum consisting of directors who were not parties to
the
proceeding, or (b) if such quorum is not obtainable, or, even if obtainable,
a
quorum of disinterested directors so directs, by independent legal counsel
in a
written opinion, that the facts known to the decision-making party at the time
such determination is made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not believe to be in
or
not opposed to the best interests of the company.
Item
25. Other Expenses of Issuance and Distribution
The
estimated costs of this offering are as follows:
Securities
and Exchange Commission registration
fee
$
1
Federal
Taxes
$
0
State
Taxes and Fees
$
0
Transfer
Agent Fees
$
1,000
Accounting
fees and expenses
$
5,000
Legal
fees and expenses
$
35,000
Total
$
41,001
We
are
paying all expenses of the offering listed above. No portion of these expenses
will be borne by the selling shareholders. The selling shareholders, however,
will pay any other expenses incurred in selling their common stock, including
any brokerage commissions or costs of sale.
Item
26. Recent Sales of Unregistered Securities
On
March30, 2007, we accepted subscription agreements for sale of shares our common
stock, having a par value of $0.001 per share, at the offering price of $0.02
per share for gross offering proceeds of $43,000, in offshore transactions
pursuant to Regulation S of the Securities Act. We completed the offering
pursuant to Regulation S of the Securities Act. Each purchaser represented
to us
that he was a non-US person as defined in Regulation S. We did not engage in
a
distribution of this offering in the United States. Each purchaser represented
his intention to acquire the securities for investment only and not with a
view
toward distribution. Each investor was given adequate access to sufficient
information about us to make an informed investment decision. None of
the
securities were sold through an underwriter and accordingly, there were no
underwriting discounts or commissions involved.
(1)
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii)
to
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding
the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement; and (iii) to include any material information
with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement.
(2)
That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3)
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4)
That,
for the purpose of determining liability under the Securities Act to any
purchaser,
i.
Each
prospectus filed by the Company pursuant to Rule 424(b)(3) shall be deemed
to be
part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
ii.
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7)
as
part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose
of
providing the information required by section 10(a) of the Securities Act shall
be deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness
or
the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall
be
deemed to be a new effective date of the registration statement relating to
the
securities in the registration statement to which that prospectus relates,
and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into
the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made
in
any such document immediately prior to such effective date; or
Each
prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule
430B
or other than prospectuses filed in reliance on Rule 430A, shall be deemed
to be
part of and included in the registration statement as of the date it is first
used after effectiveness; provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into
the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such first
use,
supersede or modify any statement that was made in the registration statement
or
prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
(5)
That,
for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of securities: The
undersigned registrant undertakes that in a primary offering of securities
of
the registrant pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer and sell such securities to the
purchaser: (i) any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the undersigned
registrant; (iii) the portion of any other free writing prospectus relating
to
the offering containing material information about the undersigned registrant
or
its securities provided by or on behalf
of
the undersigned registrant; and (iv) Any other communication that is an offer
in
the offering made by the undersigned registrant to the purchaser.
(6)
Insofar as Indemnification for liabilities arising under the Securities Act
of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provision, or otherwise, the registrant
has
been advised 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 the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
In
accordance with the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form SB-2 and authorized this registration statement
to be signed on its behalf by the undersigned, in the City of Las Vegas, Nevada
on May 6, 2007.
President,
Secretary, Chief Executive Officer, Chief Financial Officer, Principal
Accounting Officer, Treasurer, and
Director
POWER
OF ATTORNEY
KNOW
ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Yin Cheng Kong as his true and lawful attorney-in-fact
and agent, with full power of substitution and re-substitution, for him and
in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the U.S. Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent
or any of them, or of their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act, this registration statement has
been
signed by the following persons in the capacities and on the dates
stated.
