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|Steroid europe erfahrung||As of September 30, and December 31,no allowance for doubtful accounts was provided for. Net cash used in investing activities. Although China is considered economically stable, and was originally viewed by some economists as being the one bright spot in the economic downturn, we expect that industry in China will be affected epidural steroid (cortisone) injections the manufacturing and export contracts relied on by the PRC economy are curtailed, and that this in turn will affect our customers. Our employees in China participate in a state pension scheme organized by Chinese municipal and provincial governments. In addition, other adverse trends or events, such as a recurrence of any serious contagious diseases, increased occurrence of travel-related accidents, outbreak of war, poor weather conditions or natural disasters etc. Earn-in Agreement.|
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|Nfl steroid use||Other than the foregoing, we do not currently have any arrangements which if consummated may result in a change of control of our Company. Bus Services. The value of our common stock will be indirectly affected by the foreign exchange rate between U. The issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from acquiring, a majority of our outstanding voting stock. The exchange rates for foreign exchange transactions are the rates of exchange quoted by the PBOC.|
We also have little control over either our present or prospective direct or indirect stockholders or the outcome of such registration procedures. This new regulation, among other things, has certain provisions that require SPVs formed for the purpose of acquiring PRC domestic companies and controlled by PRC individuals, to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock market.
However, the new regulation does not expressly provide that approval from the CSRC is required for the offshore listing of an SPV which acquires, directly or indirectly, an equity interest or shares of domestic PRC entities held by domestic companies or individuals by cash payment, nor does it expressly provide that approval from CSRC is not required for the offshore listing of an SPV which has fully completed its acquisition of an equity interest in domestic PRC equity prior to September 8, On September 21, , the CSRC published on its official website a notice specifying the documents and materials that are required to be submitted for obtaining CSRC approval.
It is not clear whether the provisions in the new regulation regarding the offshore listing and trading of the securities of an SPV applies to an offshore company such as us which has acquired equity interests in PRC domestic entities for cash and has completed the acquisition of the equity interest of PRC domestic entities prior to the effective date of the new regulation.
Since the new regulation has only recently been adopted, there remains some uncertainty as to how this regulation will be interpreted or implemented. If this happens, these regulatory agencies may impose fines and penalties on our operations in the PRC, limit our operating privileges in the PRC, delay or restrict the repatriation of the proceeds from this offering into the PRC, restrict or prohibit payment or remittance of dividends to us or take other actions that could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our shares.
The CSRC or other PRC regulatory agencies may also take actions requiring us, or making it advisable for us, to delay or cancel this offering before settlement and delivery of the shares being offered by us. We may be unable to complete a business combination transaction efficiently or on favorable terms due to complicated merger and acquisition regulations which became effective on September 8, This new regulation, among other things, governs the approval process by which a PRC company may participate in an acquisition of assets or equity interests.
Depending on the structure of the transaction, the new regulation will require the PRC parties to make a series of applications and supplemental applications to the government agencies. In some instances, the application process may require the presentation of economic data concerning a transaction, including appraisals of the target business and evaluations of the acquirer, which are designed to allow the government to assess the transaction.
Government approvals will have expiration dates by which a transaction must be completed and reported to the government agencies. Compliance with the new regulations is likely to be more time consuming and expensive than in the past and the government can now exert more control over the combination of two businesses. Accordingly, due to the new regulation, our ability to engage in business combination transactions has become significantly more complicated, time consuming and expensive, and we may not be able to negotiate a transaction that is acceptable to our stockholders or sufficiently protect their interests in a transaction.
The new regulation allows PRC government agencies to assess the economic terms of a business combination transaction. Parties to a business combination transaction may have to submit to the Ministry of Commerce and other relevant government agencies an appraisal report, an evaluation report and the acquisition agreement, all of which form part of the application for approval, depending on the structure of the transaction.
The regulations also prohibit a transaction at an acquisition price obviously lower than the appraised value of the PRC business or assets and in certain transaction structures, require that consideration must be paid within defined periods, generally not in excess of a year. The regulation also limits our ability to negotiate various terms of the acquisition, including aspects of the initial consideration, contingent consideration, holdback provisions, indemnification provisions and provisions relating to the assumption and allocation of assets and liabilities.
Transaction structures involving trusts, nominees and similar entities are prohibited. The value of our securities will be affected by the foreign exchange rate between U. The value of our common stock will be affected by the foreign exchange rate between U. For example, to the extent that we need to convert U. Conversely, if we decide to convert our RMB into U.
Such classification will likely result in unfavorable tax consequences to us and our non-PRC stockholders. Therefore, it is unclear how tax authorities will determine tax residency based on the facts of each case. We may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could have a material adverse effect on our business.
We are subject to the Foreign Corrupt Practice Act, or FCPA, and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U. We have operations, agreements with third parties and we make sales in China. Our activities in China create the risk of unauthorized payments or offers of payments by the employees, consultants, sales agents or distributors of our Company, even though they may not always be subject to our control.
It is our policy to implement safeguards to discourage these practices by our employees. However, our existing safeguards and any future improvements may prove to be less than effective, and the employees, consultants, sales agents or distributors of our Company may engage in conduct for which we might be held responsible.
Violations of the FCPA may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition. In addition, the U. Recent Developments. As a result of the stock purchase transaction, we merged with and into Bay Peak 2 Acquisition Corp. Prior to December 24, , we were a shell company and had no operations. In accordance with SFAS , we booked this merger using the recapitalization method which consolidated the Company with Touchstone and its subsidiaries, and treated the Company as a shell company at the time of the merger.
Since we were a shell company at the time of the merger while Touchstone had operations and was significantly larger than we were, under SFAS , Touchstone is considered to be the acquirer. For purposes of determining whether or not the financial thresholds described above have been achieved, the purchase of the shares by the Founders or any other person designated by the Founders will not be deemed to be an expense, charge, or other deduction from our revenues even though US GAAP may require contrary treatment.
Market research discussed elsewhere herein reflects that our industry is one that will continue to grow in the coming years. However, we expect that the following factors will affect our financial performance in the years to come:. Overall Demand For Our Services.
Credit and Foreign Currency Risks. Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash, cash equivalents, accounts receivables and other receivable. We place our cash and cash equivalents, which amounted to USD4,, and USD, as at September 30, and December 31, , with financial institutions that our management believes are of high-credit ratings and quality.
We conduct credit evaluations of customers and generally does not require collateral or other security from its customers. We establish an allowance for doubtful accounts primarily based upon the age of the receivables and factors surrounding the credit risk of specific customers. A majority of our sales and expenses transactions and a significant portion of our assets and liabilities are denominated in RMB.
RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the PBOC. Remittances in currencies other than RMB by us in China must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance.
Our Ability to Reduce Cost. If we are not able to reduce costs to our customers, we will not be able to remain competitive. We not only focus on expanding our business, but we also focus on reducing costs to our customers.
Our current cost reduction methods include the use of charter fights and bypassing brokers. This approach has effectively lowered our transportation costs while providing additional revenue through the sale of selling spare seats to the traveling public. We are also trying to bypass brokers of package tours to East Asia, including tours to Korea and Japan.
Instead we are securing such packages through direct co-operation with foreign travel agencies. We expect that this approach will effectively lower the cost of our East Asian tour packages. Results of Operations. The following tables set forth key components of our results of operations for the periods indicated.
Results and key components of our revenue are shown in dollars. All amounts are in thousands of U. Year Ended December 31,. Nine Months Ended September 30,. Cost of services. Gross margin. Operating expenses:. Selling expenses. General and administrative. Income from operations. Other income expense :. Interest income. Interest expense. Other income. Other expenses. Income before income tax. Income tax expense. Net income. Foreign currency translation.
Comprehensive income. As a percentage of revenues. Nine months Ended September 30, and The increase in sales is attributable to the continuous expansion of our client base and the increase in sales of our Beijing Tour package in the wake of the Olympic Games. Costs of Services. The increase percentage in cost of services is lower than that of revenues, mainly due to the effective cost control procedures executed by management.
Since October , we now charter flights to 14 destinations in China. Total Operating Expenses. The increase in our operating expenses is mainly due to our increased advertising, an increase in our insurance coverage and other office expenses incurred to support the expansion of our customer base during the period. Interest Expenses. Our total interest expenses decreased of Income Taxes.
Net Income after Taxes. The increase in our net income during the period is primarily due to the increase in our revenue and income from operations. Fiscal Year Ended December 31, and The increase in revenues is primarily attributable to increase sales of our package tour services provided to Tianjin domestic tourists and the increase of subcontracted package tours from other travel agencies during the period.
The increase in our cost of services is mainly in line with our increase in revenues. The decrease in our total operating expenses during the period was mainly due to a decrease in administrative expenses in connection with a reduction in our staff during the period. The increase in our other income was mainly due to certain advertising rebates that we received during the period in connection with our advertising to attract tourists to the Beijing Olympic Games.
The increase in our net income in resulted mostly from the obvious increase in revenue and income from operations. Liquidity and Capital Resources. Cash and cash equivalents represent cash on hand and deposits held at call with banks. We consider all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.
The following table provides detailed information about our net cash flow for all financial statement periods presented in this registration statement. Nine months Ended September 30,. Net cash provided by operating activities. Net cash used in investing activities.
Net cash used in financing activities. Effect of foreign currency exchange rate changes on cash. Operating Activities. The increase in cash provided by operating activities was primarily due to the increase in our revenue from operations. The increase is mainly the result of an increase in revenue from operations. Investing Activities. Our main uses of cash for investing activities are for purchases of fixed assets. Financing Activities. The following table summarizes our long term debt in USD for the periods indicated:.
September 30,. December 31,. Current portion of long-term debt. Long-term debt. Total debt. The loan was due and payable in full on or before May 19, , but Tianjin Golden Dragon had the option of applying to extend the repayment date no later than 30 business days prior to the due date. The increase in cash used in financing activities was primarily due to the increase of dividends to equity owners. We believe that our currently available working capital, after receiving the aggregate proceeds of our capital raising activities, should be adequate to sustain our operations at our current levels through at least the next twelve months.
Obligations under Material Contracts. We assumed Touchstone's obligation to issue the warrants in connection with the reverse merger transaction. Like most other retail businesses, our business is seasonal. Traditionally, travel and tourism products and services reflect seasonal adjustments in revenue during the second and third quarters of the calendar year.
Because of the seasonality of our business, results for any quarter are not necessarily indicative of the results that may be achieved for the full year. In addition, fluctuations in sales and operating income in any fiscal quarter may be affected by other events affecting retail sales.
Our industry is highly sensitive to business and personal discretionary spending levels, it tends to decline during general economic downturns. Inflationary factors, such as increases in our products and services and our overhead costs, could impair our operating results.
Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and selling, general and administrative expenses as a percentage of sales revenue if the selling prices of our products and services do not increase with these increased costs. Critical Accounting Policies. Foreign Currency Translation.
The functional currency of the Company is the Renminbi as the PRC is the primary economic environment in which the Company operates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transactions. The resulting exchange differences are included in the determination of net income for the respective periods. Revenue and expenses are translated using average rates prevailing during the reporting period.
The exchange rates for foreign exchange transactions are the rates of exchange quoted by the PBOC. Use of Estimates. The preparation of financial statements in conformity with U. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates. Accounts Receivable and Other Receivables. Accounts receivable are recorded at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts, as needed. The Company determines the allowance based on aging data, historical collection experience, customer specific facts and economic conditions. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
The Company does not have any off-balance-sheet credit exposure related to its customers. As of September 30, and December 31, , no allowance for doubtful accounts was provided for. As needed for normal business purposes, the Company advances predetermined amounts based upon internal Company policy to certain employees and unrelated parties to ensure certain transactions to be performed in a timely manner.
The Company has full oversight and control over the advanced accounts. Long-Lived Assets. Vehicles and office equipment are recorded at cost less accumulated depreciation over 10 years and 5 years, respectively. Depreciation is calculated on the straight-line method after taking into account their respective estimated residual values over the following estimated useful lives.
Depreciation expense is included in cost of services and general and administrative expenses. When vehicles and office equipment are retired or otherwise disposed of, resulting gain or loss is included in net income or loss in the year of disposition for the difference between the net book value and proceeds received thereon.
Maintenance and repairs which do not improve or extent the expected useful lives of the assets are charged to expenses as incurred. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
Recoverability of long-lived assets to be held and used is measured by a comparison of the carrying amount of the asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount of the asset and its fair value.
There were no impairment losses in the nine months ended September 30, and the year ended December 31, Revenue Recognition. Revenue from travel services is recognized at the date the price is fixed or determinable, the services are provided completely, no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are recorded as advances from customers. Revenue derived from travelling services is subject to business tax at 5.
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and any operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
A valuation allowance is provided to reduce the amount of deferred tax asset if it is considered more likely than not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The fair value is estimated by discounting the future cash flow using an interest rate which approximated the rate for which the financial institution would charge borrowers with similar credit ratings and remaining maturities.
Recently Issued Accounting Pronouncements. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. Management is currently evaluating the effect of this pronouncement on financial statements. This Statement retains the fundamental requirements in Statement that the acquisition method of accounting which Statement called the purchase method be used for all business combinations and for an acquirer to be identified for each business combination.
This Statement also establishes principles and requirements for how the acquirer: a recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; b recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and c determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination.
It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, , with early application encouraged. Finally, it requires cross-referencing within footnotes to enable financial statement users to locate important information about derivative instruments. Off-Balance Sheet Arrangements. We do not have any off-balance sheet arrangements. All land in China is owned by the state or collectives.
Individuals and companies are permitted to acquire rights to use land or land use rights for specific purposes. In the case of land used for industrial purposes, the land use rights are granted for a period of 50 years. This period may be renewed at the expiration of the initial and any subsequent terms according to the relevant Chinese laws.
Granted land use rights are transferable and may be used as security for borrowings and other obligations. Our executive offices consist of approximately square meters, all of which are dedicated to administrative office space. We occupy our space pursuant to a five-year lease agreement between Tianjin Golden Dragon and Bo Yuan, under which we are obligated to pay an annual rent of RMB , Our lease expired on December 31, but we have renewed it for an additional 3 years, through , and have paid aggregate annual rent in advance.
The following table provides a summary of all our property leases:. Yearly Rental. Nanjing Qianjiu. Xiaoyan Wu. Room , No. June 1, to May 31, Tianjin Longhai Longjia. Xuetian Yuan. June 30, to June 29, Sky Travel. Jinwei Chen. January 1, to December 31, Tianjin Golden Dragon. Bo Yuan. Nanjing Feiyu. Jiangsu Jinlian Paper Co. October 24, to October 23, Chuanrui Travel. May 28, to May 27, Xuetian's owns property and allows the Company to use the facility free of charge. Our other property primarily consists of computer equipment, servers, licensed software, some furniture and fixtures.
We believe that all our properties have been adequately maintained, are generally in good condition, and are suitable and adequate for our business. Office, If Any. Title of Class. Amount and Nature of Beneficial Ownership 1. Percent of Class 2. Officers and Directors. Chairman, Chief Executive Officer and President. Director and Chief Operating Officer. Yuanyuan Song. Chief Financial Officer. All officers and directors as a group 4 persons named above.
Liqiang Song. Xiaohong Yu. Shumei Yu. Bay Peak, LLC. Mill Valley, CA Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares of our common stock. For each Beneficial Owner above, any options exercisable within 60 days have been included in the denominator.
Song are subject to a call option under an earn-in agreement between Mr. Song and the founders of our PRC subsidiaries, which gives the founders the right to acquire such shares outright upon the occurrence of certain conditions set forth in the agreement. While the earn-in agreement gives the founders the right to acquire such shares in the future, and Mr.
Song has pledged in the agreement not to dispose of the shares without their consent, it does not give them any influence or control over Mr. Song regarding how he should exercise his shareholder rights. Cory Roberts is the managing member of Bay Peak, LLC and has sole voting and dispositive power over the shares held by it.
Changes in Control. Pursuant to an earn-in agreement, dated January 14, , among the founders of our PRC operating subsidiaries and our controlling shareholder, Mr. LiQiang Song, the founders have the option to acquire all of Mr. Other than the foregoing, we do not currently have any arrangements which if consummated may result in a change of control of our Company. Directors and Executive Officers. The following sets forth the name and position of each of our current executive officers and directors.
Yuan is the founder of our company and has served as its President and Chief Executive Officer since December 24, Yuan has also served as the President of our Chinese operating subsidiary, Golden Dragon Travel since its founding in May Prior to this time, Mr. Yuan served as a director in the transportation department of the Tianjin transportation bureau. Song has served as our Chief Financial Officer since January Mr Song has worked as vice president in Nanjing Feiyu for more than 10 years, he joined in Nanjin Feijin from , he studied mechanical manufacturing in Nanjing Mechanical Institute from to and achieved a college degree, now he serves as Chief Financial Officer.
Mr Chen has served as our Director since December 24, Key Employees. The following sets forth the name, position and relevant work history of our key employees. Jianping Chen. Human Resource Manager. She graduated from the Tianjin Number 21 Senior School in Qi Chen. Administrative Manager. Chen has served as our Administrative Manager since August Ying Zhuang. Zhuang has served as the Manager of our Accounting Department since September She graduated from the Tianjin Finance School in Jian Chang.
Manager of International Tours. Chang has served as our Manager of International Tours since July Family Relationships. There are no family relationships among any of our officers and directors. Involvement in Certain Legal Proceedings.
To the best of our knowledge, none of our directors or executive officers have been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement.
The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the noted periods. Name and Principal Position. All Other Compensation. Chairman, Chief Executive Officer and President 1. Cory Roberts, Former President and Chairman 2.
Prior to the effective date of the reverse acquisition, Mr. The annual, long term and other compensation shown in this table for Mr. Yuan includes the amount that he received as an employee of Golden Dragon Travel, prior to the consummation of the reverse acquisition. Cory Roberts served as our President and Chief Executive Officer until his resignation on December 24, , in connection with our reverse acquisition of Golden Dragon, after which Mr.
Yuan became our Chief Executive Officer. Employment Agreements. Prior to our reverse acquisition, we were a private limited company organized under the laws of the PRC, and in accordance with PRC regulations, the salary of our executive was determined by our shareholders. For fiscal years and , Mr. Yuan and Ms. We also intend to enter into an employment agreement with Yuanyuan Song, our Chief Financial Officer. Our executive officers are not entitled to severance payments upon the termination of their employment agreements and they are subject to the customary non-competition and confidentiality covenants.
Bonuses and Deferred Compensation. We do not have any bonus, deferred compensation or retirement plan. We do not have a compensation committee. All decisions regarding compensation are determined by our board of directors. We intend to establish a compensation committee led by an independent director. Options and Stock Appreciation Rights.
Director Compensation. In the future, we will adopt a policy of paying independent directors a fee for their attendance at board and committee meetings. We also reimburse our directors for reasonable travel expenses related to their duties as our directors. Transactions with Related Persons. On July 3, , Mr. Xuetian Yuan, our new Chief Executive Officer, entered into a non-interest bearing loan agreement with Tianjin Golden Dragon, one of our Chinese operating subsidiaries, pursuant to which Mr.
Yuan was obligated to repay RMB9. Yuan going forward. As a result of our reverse acquisition of Touchstone and our status as a public company, we intend to enter into a formal agreement with Mr. Yuan with respect to the settlement of the loan. Following the registration of our securities, we will comply with the prohibition on personal loans, directly or indirectly, including through any subsidiary, to extend or maintain credit, to arrange for the extension of credit, or to renew an extension of credit, in the form of a personal loan to or for any of our directors or executive officers or equivalent thereof.
On January 14, , our principal shareholder, LiQiang Song, entered into an earn-in agreement with Xuetian Yuan and Jinwei Chen, our Chief Executive Officer and Chief Operating Officer, respectively, and the founders of our PRC operating subsidiaries, or the Founders, pursuant to which, upon the satisfaction of certain conditions, the Founders have the option to purchase up to an aggregate of 74,, shares of our common stock owned Mr. Except as set forth in our discussion above, none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.
Promoters and Certain Control Persons. We did not have any promoters at any time during the past five fiscal years. Director Independence. From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.
However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse affect on our business, financial condition or operating results. Market Information. There currently is no market for our common stock. We plan to list our common stock as soon as practicable. However, we cannot assure you that we will be able to meet the initial listing standards of any stock exchange, or that we will be able to maintain any such listing.
Until our common stock is listed on an exchange, we expect that it would be eligible to be quoted in the over-the-counter bulletin board maintained by the Financial Industry Regulatory Authority FINRA. In this venue, however, an investor may find it difficult to obtain accurate quotations as to the market value of the common stock and trading of our common stock may be extremely sporadic. For example, several days may pass before any shares may be traded. A more active market for the common stock may never develop.
In addition, if we failed to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling the common stock, which may further affect its liquidity and could make it more difficult for us to raise additional capital.
On As of January 14, , there were approximately stockholders of record of our common stock. Prior to our reverse acquisition of Touchstone, Touchstone was a private company and dividends were controlled by and distributed to its shareholders. Our board of directors will make any future decisions and has complete discretion on whether to pay dividends, subject to the approval of our shareholders.
Our board of directors has decided that it is in the best interest of the Company and of our shareholders to retain all profits going forward to further grow the business. Accordingly, we do not intend to pay any dividends in the near future.
Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant. Equity Compensation Plans. Under the Visitalk Plan, our shareholders were deemed to have approved an Equity Incentive Plan, or EIP, for our employees, non-employee directors and other service providers.
Of its authorized and unissued capital, our Board of Directors has reserved a total of 3,, shares of our common stock for potential issuance under the EIP. Options become exercisable based on the discretion of the board of directors and must be exercised within ten years of the date of grant.
To date no options have been granted under the EIP. Touchstone thereby became our wholly owned subsidiary. The issuance of common stock was exempt from the registration requirements provided by Section 4 2 of the Securities Act for the offer and sale of securities not involving a public offering and Regulation D promulgated thereunder. In instances described above where we issued securities in reliance upon Regulation D, we relied upon Rule of Regulation D of the Securities Act.
In addition, there was no general solicitation or advertising for securities issued in reliance upon Regulation D. In instances described above where we indicate that we relied upon Section 4 2 of the Securities Act in issuing securities, our reliance was based upon the following factors: a the issuance of the securities was an isolated private transaction by us which did not involve a public offering; b there were only a limited number of offerees; c there were no subsequent or contemporaneous public offerings of the securities by us; d the securities were not broken down into smaller denominations; and e the negotiations for the sale of the stock took place directly between the offeree and us.
Common Stock. As of January 14, , we had a total of ,, shares of common stock outstanding and no shares of preferred stock outstanding. Each outstanding share of common stock entitles the holder thereof to one vote per share on all matters.
Our bylaws provide that elections for directors shall be by a plurality of votes. Stockholders do not have preemptive rights to purchase shares in any future issuance of our common stock. Upon our liquidation, dissolution or winding up, and after payment of creditors and preferred stockholders, if any, our assets will be divided pro-rata on a share-for-share basis among the holders of the shares of common stock.
The holders of shares of our common stock are entitled to dividends out of funds legally available when and as declared by our board of directors. Should we decide in the future to pay dividends, as a holding company, our ability to do so and meet other obligations depends upon the receipt of dividends or other payments from our operating subsidiaries and other holdings and investments.
In the event of our liquidation, dissolution or winding up, holders of our common stock are entitled to receive, ratably, the net assets available to stockholders after payment of all creditors. All of the issued and outstanding shares of our common stock are duly authorized, validly issued, fully paid and non-assessable. To the extent that additional shares of our common stock are issued, the relative interests of existing stockholders will be diluted.
Preferred Stock. Any preferred stock so issued by the board of directors may rank senior to the common stock with respect to the payment of dividends or amounts upon liquidation, dissolution or winding up of us, or both. Moreover, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, under certain circumstances, the issuance of preferred stock or the existence of the unissued preferred stock might tend to discourage or render more difficult a merger or other change of control.
As of January 14, , no shares of our preferred stock are considered to be outstanding pursuant to SEC Rule 13d-3 d 1. This issuance appears to have been exempt from federal and state securities registration requirements under Section of the Bankruptcy Code.
VCC then distributed them to creditors and claimants of Visitalk. The Plan Warrant holders have the right to request a certificate at any time for any warrant. According to the Disclosure Statement, no such requests had been received.
Each series has 8,, Plan Warrants issued and outstanding, equaling a total of 50,, Plan Warrants. The Company currently acts as the Warrant Agent. The Company has the right to appoint an alternative warrant agent.
The Company is responsible for expenses incurred by the warrant agent whether it acts as the warrant agent or appoints one , but Plan Warrant holders are required to pay for expenses relating to exercise and taxes relating to transfer or exercise of Plan Warrants. If the Company were to appoint a warrant agent, the Company would be required to compensate it for all reasonable expenses and charges of any kind incurred in its performance of the Plan Warrant Agreement, and to indemnify it for all liability incurred under the Plan Warrant Agreement.
The Company must at all times keep reserved, and free from preemptive rights, the full number of shares that may be issued upon the exercise of outstanding Plan Warrants. The Company may extend the expiration date of the Plan Warrants or reduce their exercise price on a temporary or permanent basis. The six series of the Plan Warrants have a current expiration date of February 28, The Plan Warrants are subject to a limitation on exercise such that Plan Warrant holders, together with their affiliates, may not exercise a number of Plan Warrants that would cause their share ownership of the Company to exceed 4.
The Plan Warrant Agreement generally only terminates on the earlier of the expiration date of the Plan Warrants February 28, , or the earlier date by which all the Plan Warrants have been exercised or redeemed. Our Articles of Incorporation and Bylaws contain certain provisions that may have anti-takeover effects, making it more difficult for or preventing a third party from acquiring control of the Company or changing our board of directors and management.
No shares of preferred stock are currently outstanding. The issuance of preferred stock, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from acquiring, a majority of our outstanding voting stock. According to our Bylaws and Articles of Incorporation, neither the holders of our common stock nor the holders of our preferred stock have cumulative voting rights in the election of our directors.
The combination of the present ownership by a few stockholders of a significant portion of our issued and outstanding capital stock and lack of cumulative voting makes it more difficult for other stockholders to replace our board of directors or for a third party to obtain control of the Company by replacing our board of directors.
The "business combination" provisions of Sections The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire our company even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price. Our Articles of Incorporation state that we have elected not to be governed by the "business combination" provisions, therefore such provisions currently do not apply to us.
The "control share" provisions of Sections The statute specifies three thresholds: one-fifth or more but less than one-third, one-third but less than a majority, and a majority or more, of the outstanding voting power. Once an acquirer crosses one of the above thresholds, those shares in an offer or acquisition and acquired within 90 days thereof become "control shares" and such control shares are deprived of the right to vote until disinterested stockholders restore the right.
Our Articles of Incorporation state that we have elected not to be governed by these provisions, therefore, they currently do not apply to us. Transfer Agent and Registrar. Prior to our reverse merger transaction we did not have an independent stock transfer agent. However, we are in the process of retaining Securities Transfer Corporation as our independent transfer agent.
Their address is Dallas Parkway, Suite , Frisco Texas , and their phone number is Our bylaws provide for the indemnification of our present and prior directors and officers or any person who may have served at our request as a director or officer of another corporation in which we own shares of capital stock or of which we are a creditor, against expenses actually and necessarily incurred by them in connection with the defense of any actions, suits or proceedings in which they, or any of them, are made parties, or a party, by reason of being or having been director s or officer s of us or of such other corporation, in the absence of negligence or misconduct in the performance of their duties.
This indemnification policy could result in substantial expenditure by us, which we may be unable to recoup. Insofar as indemnification by us for liabilities arising under the Securities Exchange Act of may be permitted to our directors, officers and controlling persons pursuant to provisions of the Articles of Incorporation and Bylaws, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy and is, therefore, unenforceable.
In the event that a claim for indemnification by such director, officer or controlling person of us 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 offered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by us is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
At the present time, there is no pending litigation or proceeding involving a director, officer, employee or other agent of ours in which indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding which may result in a claim for such indemnification. The financial statements required by this item begin on page F-1 hereof. Prior to the effective date of this registration statement, we were not an SEC reporting Company and did not report our financial statements.
However, in connection with our reverse merger transaction, our board of directors recommended and approved the appointment of the independent registered public accounting firm K. Cheng, as our independent auditor, for the fiscal years ended December 31, and and during the subsequent interim period through the date of this report. During the fiscal years ended December 31, and and through the date hereof, neither us nor anyone acting on our behalf consulted K.
Cheng with respect to i the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to us or oral advice was provided that K. Cheng concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or ii any matter that was the subject of a disagreement or reportable events set forth in Item of Regulation S-K.
Financial Statements. Filed herewith are:. Second Joint Plan of Reorganization, dated June 22, Amended and Restated Bylaws of the registrant, adopted January 14, Form of Employment Agreement. Code of Ethics. List of Subsidiaries. Power of Attorney included on the signature page of this registration statement. Pursuant to the requirements of Section 12 of the Securities Exchange Act of , the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
President and Chief Executive Officer. Pursuant to the requirements of the Securities Act of , this registration statement has been signed by the following persons in the capacities and on the dates indicated. January 21, See notes to the consolidated financial statements. Summary of significant accounting policies. Vehicles and office equipment are recorded at cost less accumulated depreciation. Depreciation is calculated on the straight-line method after taking into account their respective estimated residual values over the following estimated useful lives:.
The Company operates and manages its business as a single segment. As the Company generates all of its revenues from customers in the PRC, no geographical segments are presented. This borrowing is granted by First Automobiles Financial Co. Term of the loan is from August 29, to May 19, , and the interest rate is 6. On January 11, , an extension loan contract was signed and the final repayment date is changed to March 18, and the interest rate is changed to 7.
The loan is secured by the vehicles described in note 5. The fair value of the long-term loan approximates its carrying amount, as the impact of discounting is not significant. The fair value is based on cash flow discounted using a rate based on the borrowing rate of 7. As at September 30, and December 31, , no provision for deferred taxation was recognized as there were no material temporary differences for tax purpose.
Advertising The Company expenses all advertising costs as incurred. The advertising cost for the periods ended at September and were insignificant. Automotive industry in China. Automotive industry Economy of China Transport in China. Categories : Bus manufacturers of China Vehicle manufacturing companies established in Companies based in Xiamen Chinese brands Chinese companies established in Hidden categories: CS1 errors: external links Articles needing additional references from June All articles needing additional references Articles containing Chinese-language text Commons category link is on Wikidata.
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