Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported): February 12,
2010
MONDO ACQUISITION III, INC. | ||||
(Exact name of registrant as specified in its charter) | ||||
Delaware
|
000-52623
|
37-1532843
|
||
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
Yangdai Village, Chendai
County
Jinjiang City, Fujian
Province
People’s Republic of
China
(Address
of principal executive offices) (Zip Code)
+86
(151) 1249-4568
(Registrant’s
telephone number, including area code)
61
Broadway, 32nd Floor
New
York, New York 10006
(Former
name or former address, if changed since last report)
______________________
Copies
to:
Richard
I. Anslow, Esq.
Eric
M. Stein, Esq.
Yarona
Y. Liang, Esq.
Anslow
+ Jaclin, LLP
195
Route 9 South, Suite 204
Manalapan,
New Jersey 07726
(732)
409-1212
________________________
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
CAUTIONARY
NOTE REGARDING FORWARD LOOKING STATEMENTS
The
Current Report on Form 8-K contains forward looking statements that involve
risks and uncertainties, principally in the sections entitled “Description of
Business,” “Risk Factors,” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations.” All statements other
than statements of historical fact contained in this Current Report on Form 8-K,
including statements regarding future events, our future financial performance,
business strategy and plans and objectives of management for future operations,
are forward-looking statements. We have attempted to identify
forward-looking statements by terminology including “anticipates,” “believes,”
“can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,”
“potential,” “predicts,” “should,” or “will” or the negative of these terms or
other comparable terminology. Although we do not make forward looking
statements unless we believe we have a reasonable basis for doing so, we cannot
guarantee their accuracy. These statements are only predictions and
involve known and unknown risks, uncertainties and other factors, including the
risks outlined under “Risk Factors” or elsewhere in this Current Report on Form
8-K, which may cause our or our industry’s actual results, levels of activity,
performance or achievements expressed or implied by these forward-looking
statements. Moreover, we operate in a very competitive and rapidly
changing environment. New risks emerge from time to time and it is
not possible for us to predict all risk factors, nor can we address the impact
of all factors on our business or the extent to which any factor, or combination
of factors, may cause our actual results to differ materially from those
contained in any forward-looking statements.
We have
based these forward-looking statements largely on our current expectations and
projections about future events and financial trends that we believe may affect
our financial condition, results of operations, business strategy, short term
and long term business operations, and financial needs. These
forward-looking statements are subject to certain risks and uncertainties that
could cause our actual results to differ materially from those reflected in the
forward looking statements. Factors that could cause or contribute to
such differences include, but are not limited to, those discussed in this
Current Report on Form 8-K, and in particular, the risks discussed below and
under the heading “Risk Factors” and those discussed in other documents we file
with the Securities and Exchange Commission that are incorporated into this
Current Report on Form 8-K by reference. The following discussion
should be read in conjunction with our annual report on Form 10-K and our
quarterly reports on Form 10-Q incorporated into this Current Report on Form 8-K
by reference, and the consolidated financial statements and notes thereto
included in our annual and quarterly reports. We undertake no
obligation to revise or publicly release the results of any revision to these
forward-looking statements. In light of these risks, uncertainties
and assumptions, the forward-looking events and circumstances discussed in this
Current Report on Form 8-K may not occur and actual results could differ
materially and adversely from those anticipated or implied in the
forward-looking statement.
You
should not place undue reliance on any forward-looking statement, each of which
applies only as of the date of this Current Report on Form
8-K. Before you invest in our common stock, you should be aware that
the occurrence of the events described in the section entitled “Risk Factors”
and elsewhere in this Current Report on Form 8-K could negatively affect our
business, operating results, financial condition and stock
price. Except as required by law, we undertake no obligation to
update or revise publicly any of the forward-looking statements after the date
of this Current Report on Form 8-K to conform our statements to actual results
or changed expectations.
2
Item 1.01 Entry Into A Material Definitive
Agreement
As more
fully described in Item 2.01 below, we acquired a company that is in the
business of production and sales of sport shoes, sportswear and accessories in
accordance with a Share Exchange Agreement dated February 12, 2010 (the
“Exchange Agreement”) by and among Mondo Acquisition III, Inc. (“we,” “Mondo” or
the “Company”), Kobe Sport (International) Company Limited, a British Virgin
Islands company with limited liability (“Kobe Sport”), and the shareholders of
Kobe Sport (the “Kobe Sport Shareholders”). The closing of the transaction (the
“Closing”) took place on February 12, 2010 (the “Closing Date”). On the
Closing Date, pursuant to the terms of the Exchange Agreement, we acquired all
of the outstanding shares (the “Interests”) of Kobe Sport from the Kobe Sport
Shareholders; and the Kobe Sport Shareholders transferred and contributed all of
their Interests to us. In exchange, we issued to the Kobe Sport Shareholders,
their designees or assigns, 9,000,000 shares (the “Exchange Shares”) or 90% of
the shares of common stock of the Company issued and outstanding after the
Closing (the “Share Exchange”).
A copy of
the Exchange Agreement is included as Exhibit 2.1 to this Current Report and is
hereby incorporated by reference. All references to the Exchange Agreement and
other exhibits to this Current Report are qualified, in their entirety, by the
text of such exhibits.
Pursuant
to the Exchange Agreement, Kobe Sport became a wholly-owned subsidiary of the
Company. The directors of the Company have approved the Exchange Agreement and
the transactions contemplated under the Exchange Agreement. The directors of
Kobe Sport have approved the Exchange Agreement and the transactions
contemplated thereunder.
As a
further condition of the Share Exchange, Thomas A. Rose and Marc J. Ross
resigned as the officers of the Company and Qionglin Lin, Mendoza Anding Lin and
Tommy Lo were appointed as the new officers of the Company, effective
immediately at the Closing. In addition, Thomas A. Rose, Marc J. Ross and Darrin
M. Ocasio have resigned as the directors of the Company and Mendoza Anding Lin,
Qionglin Lin and Aling Lin have been appointed as the new directors of the
Company upon effectiveness of an information statement required by Rule 14f-1
promulgated under the Exchange Act of 1934 (the “Exchange
Act”).
The Share
Exchange transaction is discussed more fully in Section 2.01 of this Current
Report. The information therein is hereby incorporated in this Section 1.01 by
reference.
Item 2.01 Completion of Acquisition or
Disposition of Assets
CLOSING
OF EXCHANGE AGREEMENT
As
described in Item 1.01 above, on February 12, 2010, we acquired Kobe Sport,
which is the parent company of a company engages in design, manufacturing and
sales of sports shoes, sportswear and related accessories in People’s Republic
of China (“China” or the “PRC”), in accordance with the Exchange
Agreement. The closing of the transaction took place on February 12,
2010. On the Closing Date, pursuant to the terms of the Exchange Agreement, we
acquired all the Interests of Kobe Sport from the Kobe Sport Shareholders; and
the Kobe Sport Shareholders transferred and contributed all of their Interests
to us. In exchange, we issued a total of 9,000,000 shares of common stock to the
Kobe Sport Shareholders, their designees or assigns, which totals 90% of the
issued and outstanding shares of common stock of the Company on a fully-diluted
basis as of and immediately after the Closing of the Share Exchange. Following
the Share Exchange, there are 10,000,000 shares of common stock issued and
outstanding.
Kobe
Sport is a holding company and, through its subsidiaries, primarily engages in
design, manufacturing and sales of sports shoes, sportswear and related
accessories. It was incorporated with limited liability on September 25, 2009
under the International Business Companies Act in the British Virgin Islands and
owns a 100% issued and outstanding capital stock of Nam Kwong Trading Company
Limited (“Nam Kwong”). Fujian Jinjiang Hengfeng Shoes & Garments Co., Ltd.
(“Hengfeng”) is a sino-foreign joint stock limited liability company established
in the PRC in 1992. On December 4, 2009, Hengfeng underwent reorganization.
Before the reorganization, Hengfeng had been owned as to 94% by Nam Kwong
Trading Co., an unincorporated company registered in Hong Kong (“Nam Kwong
Unincorporated”) and 6% by Fujian Jinjiang Chenli Yangli Hengfeng Shoe-making
Factory, which is a company registered in the PRC (“Fujian Jinjiang”), according
to their respective capital contribution. Pursuant to the reorgnization, Nam
Kwong Unincorporated transferred the 94% interest in Hengfeng held by it to Nam
Kwong. As a result, through Nam Kwong, Kobe owns 94% interest in
Hengfeng.
The
Company was a “shell company” (as such term is defined in Rule 12b-2 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) immediately
before the completion of the Share Exchange. Accordingly, pursuant to
the requirements of Item 2.01(a)(f) of Form 8-K, set forth below is the
information that would be required if the Company were filing a general form for
registration of securities on Form 10 under the Exchange Act, reflecting the
Company’s common stock, which is the only class of its securities subject to the
reporting requirements of Section 13 or Section 15(d) of the Exchange Act upon
consummation of the Share Exchange, with such information reflecting the Company
and its securities upon consummation of the Share Exchange.
3
BUSINESS
Overview
Kobe
Sport, through Hengfeng, is in the business of designing, manufacturing and
selling sports shoes, sportswear and related accessories in the PRC. Our mission
is to become the leading supplier of professional sporting goods in the China
market by building on our fully integrated value chain and delivering premium
quality products.
We
generate revenues solely from the sales of sports shoes, sportswear and related
accessories in the PRC. Our revenues for the fiscal year ended December 31, 2008
which was $63,406,121 represented a 33.27% growth from the fiscal year ended
December 31, 2007 with revenues of $47,575,629. Our fiscal year 2008
net income was $9,305,710, an increase of 40.31% compared with our fiscal year
2007 net income of $6,632,142. Our growth strategy is to open
additional facilities and product lines to increase our production
capacity.
Our
revenues for the nine months ended September 30, 2009 were $59,161,504, an
increase of 28.79% from revenues of $45,936,542 during the nine months ended
September 30, 2008. Our net income was $9,502,112 during the nine months ended
September 30, 2009, an increase of 41.27% from net income of $6,726,210 during
the same period of 2008.
Historical
Sales & Income Summary
Fiscal Year Ended
December 31,
|
%
|
Nine Months
Ended September 30,
|
%
|
|||||||||||||||||||||
Summary Consolidated
|
2007
|
2008
|
Growth
|
2008
|
2009
|
Growth
|
||||||||||||||||||
Statement of Operations:
|
(audited)
|
(audited)
|
(unaudited)
|
(unaudited)
|
||||||||||||||||||||
Revenue
|
$
|
47,575,629
|
$
|
63,406,121
|
33.27
|
%
|
$
|
45,936,542
|
$
|
59,161,504
|
28.79
|
%
|
||||||||||||
Gross
Profit
|
13,044,355
|
17,942,652
|
37.55
|
%
|
13,038,436
|
16,766,746
|
28.59
|
%
|
||||||||||||||||
Net
Income
|
6,632,142
|
9,305,710
|
40.31
|
%
|
6,726,210
|
9,502,112
|
41.27
|
%
|
Organization
& Subsidiaries
Kobe
Sport’s organizational structure was developed to permit the infusion of foreign
capital under the laws of the PRC and to maintain an efficient tax structure, as
well as to foster internal organizational efficiencies. The Company’s
organization structure post-Share Exchange is summarized in the figure
below:
4
Kobe
Sport is a holding company and, through its subsidiaries, primarily engages in
design, manufacturing and sales of sports shoes, sportswear and related
accessories. It was incorporated with limited liability on September 25, 2009
under the International Business Companies Act in the British Virgin Islands and
owns a 100% issued and outstanding capital stock of Nam Kwong. Hengfeng is a
sino-foreign joint stock limited liability company established in the PRC in
1992. On December 4, 2009, Hengfeng underwent reorganization. Before the
reorganization, Hengfeng had been owned as to 94% by Nam Kwong Unincorporated
and 6% by Fujian Jinjiang, which is a company registered in the PRC, according
to their respective capital contribution. Pursuant to the reorgnization, Nam
Kwong Unincorporated transferred the 94% interest in Hengfeng held by it to Nam
Kwong. As a result, through Nam Kwong, Kobe owns 94% interest in
Hengfeng.
Hengfeng
is established in 1992 and is engaged in the production and sales of sport
shoes, sportswear and accessories. In 2003, Hengfeng introduced its own
basketball brand of Kobe, which main products are basketball shoes and
basketball wear. Hengfeng currently owns four production lines for Kobe in
Jinjiang city, Fujiang province in the PRC. The factory has an annual production
capacity of 2.4 million pairs of sport shoes. Its products are only sold in
China. The Company is ISO9001 and ISO2000 certified for quality
management.
Market
Summary
The Chinese Sporting Goods
Market
China’s
sporting goods market experienced robust growth in recent years, at a compound
annual growth rate of 20%. The market is expected to consititue 0.3% of China’s
GDP, which is far lower than the 1-3% of developed countries. The 2008 Olympic
Games in Beijing has increased the popularity of sports in China. The 2009 East
Asian Games in Hong Kong and 2010 Asian Games in Guangzhou will continue to
cultivate the Chinese interest in sports. With the rising income levels of
Chinese consumers, their expectations of quality and branding also
increase.
The
high-end sportswear market in China is currently dominated by international
brands, such as Nike, Adidas and Puma. The middle/high-class market is dominated
by local brands such as Lining, Kangwei, Great, Doublestar and Anta. The entire
middle class market is dominated by brands from Jingjiang, such as Xtep,
Hongxing Erke and Deerway. The international brands have years of experience in
the market, advanced R&D and strong financial support for marketing. On the
other hand, the domestic brands that dominant the low-end and middle-class
market is following the rapid development of the leading international
brands.
Market Trends and Brand
Implications
Increased
disposable income inspires the pursuit of fashion.
·
|
Increased
purchasing power drives
consumption.
|
·
|
Increased
income has also lead to the increase in leisure time, which has increased
the popularity of casual wear.
|
·
|
Casual
wear has become especially popular among those under 45 years old in
China, i.e. the target consumer group for the Kobe
brand.
|
·
|
The
Kobe brand can meet our target consumers’ demand by providing fashionable
casual wear.
|
Rapid
increase in demands in the second-and third-tier cities. We focus on the second
and third tier cities, because:
·
|
Compared
to first-tier cities, which have already been exploited by major
international brands, the second and third-tier cities provide a lot more
marketing opportunities for domestic sporting goods
brands.
|
·
|
At
the same time, the income levels in these cities are catching up to that
in first-tier cities, which increases demand for sporting goods in these
cities.
|
·
|
Hengfeng’s
franchising business model allows it to cover these target markets
quickly.
|
5
Products
Hengfeng
designs, develops, and manufactures “Kobe” branded shoes, sportswear and
accessories in Jinjiang city, Fujian province. The shoes are produced by
Hengfeng internally, while the clothes and accessories are outsourced to
subcontractors.
The
Company incorporates innovate value-adding technology into its products, such as
perspiration absorption system, 3D ventilation system and polyurethane
anti-crease system to satisfy the demands and taste of target
consumers.
The
Company holds a valuable chain of 869 stores over the whole country in 2009. The
Company targets to increase the number of stores by at least 20% each year
within the coming five years, and both the turnover and net profit would be
increased in the same line as the number of stores.
Sourcing. All of our
sportswear and accessories are produced by our subcontractors. About 44% and 50%
of our sports shoes are produced by our subcontractors for the year ended
December 31, 2007 and December 31, 2008, respectively. The approximate amount of
subcontracted and self-production of each segment are as follows:
Segments
|
Subcontracted
($)
|
Self-production
($)
|
Total Cost of Sales
($)
|
||||
For
the Year Ended
December
31, 2007
|
Sports
wears
|
8,308,220.65
|
-
|
8,308,220.65
|
|||
Accessories
|
1,621,650.52
|
-
|
1,621,650.52
|
||||
Sports
shoes
|
10,830,679.18
|
13,745,014.48
|
24,575,693.66
|
||||
sub-tota
|
20,760,550.36
|
13,745,014.48
|
34,505,564.84
|
||||
For
the Year Ended
December
31, 2008
|
Sports
wears
|
13,159,368.01
|
-
|
13,159,368.01
|
|||
Accessories
|
2,193,208.67
|
-
|
2,193,208.67
|
||||
Sports
shoes
|
15,065,668.75
|
15,010,725.18
|
30,076,393.94
|
||||
sub-total
|
30,418,245.43
|
15,010,725.18
|
45,428,970.61
|
||||
For
the Nine Months Ended
September
30, 2009
|
Sports
wears
|
15,105,609.61
|
-
|
15,105,609.61
|
|||
Accessories
|
2,820,805.64
|
-
|
2,820,805.64
|
||||
Sports
shoes
|
10,540,716.10
|
13,890,826.81
|
24,431,542.91
|
||||
sub-total
|
28,467,131.35
|
13,890,826.81
|
42,357,958.16
|
We
believe that the use of independent contract manufacturers afford us additional
liquidity and flexibility. We do not have any long-term contracts with any of
our manufacturers; however, we have long-standing relationships with many of our
manufacturers and believe our relationships to be good.
In 2009,
we subcontracted our sports shoes production to eight (8) main factories in
Fujian province in the PRC. They are: Xinli Shoes Co., Ltd. (Jinjiang City),
which counted for 19.65% of the total
shoes subcontracted amount in 2009; Liweng Shoes Co., Ltd. (Jinjiang City),
14.08%;
Dongzheng Shoes Co., Ltd. (Jinjiang City), 13.69%; Yiming
(Jinjiang) Shoes Co., Ltd., 13.02%; Jielongbao Shoes
Co., Ltd. (Jinjiang City), 10.51%; Xinqile (Fujian)
Shoes Co., Ltd., 10.35%; Meilida Shoes
Co., Ltd. (Jinjiang City), 10.04%; and Dingfeng
Shoes Co., Ltd. (Jinjiang City), 8.66%. These 8
factories in total counted for 90% of the shoes subcontracted in
2009.
6
Additionally,
the following five (5) subcontractors produced approximately 90% of all our
sportswear and accessories. Their names and percentages are: Zifeng Clothing
Factory (Banfu Town, Zhongshan City), 30.79%; Qigao Clothing
Co., Ltd. (Heshan City), 22.56%; Guhe Clothing
Co., Ltd. (Xiamen City),15.10%; Ouwen Sport
Products Co., Ltd. (Guangzhou City);11.28%; and Quanhuang
Clothing & Accessories Co., Ltd. (Shishi City); 10.52%.
Shoe
Production
We focus on designing and
producing basketball shoes, which count for 35% of our total shoe
production for the year ended 2008. In addition, we produce casual shoes,
jogging shoes and outdoor sports shoes, including the skiing
shoes.
The sole of the basketball
shoes was developed and manufactured by the Company which combines latest
technology and designs. The sole helps stabilize and protect the joints.
The price of the sole is reasonable and very competitive in the industry.
It has the following features:
Cushioning Function:
The cushioning features are divided into structural and material.
Examples of the structural feature include the hive structure and arch
structure. Examples of the material feature include the air cushion and
shock absorption rubber. The index to evaluate the cushioning function, no
matter the material test or human body test, is based on the peak value of
the impact force during the vertical counterforce test or the peak value
of the negative acceleration. The lower the peak value of the impact force
or the negative acceleration, the better the cushioning function the shoe
acquires, which will greatly reduce the chance of body
injury.
|
Stabilization Function: The
middle and upper parts of the basketball shoes are also the focus of our
research and development. Those parts have the functions of stabilizing joints,
preventing ankle sprains, protecting the instep as well as the Achilles
tendon.
Non-Slip Function: The
non-slip function of the soles is also the friction function. The key relies on
the width and depth of the sole veins. The change of the vein shapes will
increase the friction force of the shoes and accordingly will effectively
improve the non-slip function. So far, the “人-shape” vain is
still the symbol of the most powerful ground-grasping capacity.
Rebounding Function: The
function tests during the R&D process are divided into two categories, (1)
Material Test: place the shoes on a test board or ground, and test the shoes
itself; (2) Human Body Test: a volunteer will put on the shoes and test the
shoes in different phases (walking, running, and vertical jumping). The vertical
jumping test reveals that there is no difference in the jumping height with or
without the shoes, which demonstrates that the springing capacity required for
jumping does not have substantial improvement. We speculate the reason could be
resulting from the shoes’ failure to correspond with the human bouncing
power.
We also
develop and manufacture the rubber sole of the skiing shoes. We apply the
country-leading “One-time Rubber Injection” technology which will reduce the
cost, improve the physical features and appearance of the product, and save
energy consumption by 15%. The Kobe-series products combine both the sport and
casual characteristics. Our skiing shoes are designed specifically for skiing
and combine a variety of technologies. The main characteristics include: the
cushioning function of the sole and the worn-free design of the shoelace. The
products adopt special enduring materials on most parts of the shoes to ensure
the comfortability.
In
addition, our jogging shoes also apply a variety of technologies which greatly
reduce its weight and increase its endurance. A series of new technologies are
applied in the uppers of the shoes which support the shoe body with the lightest
skeleton. The sole and the TPU-tray support the foot arches which together with
breathing cannelures prevent the fatigue of the feet after long jogging. The key
R&D concept is making the shoe sole as the continuance of the foot. The
wearer will barely feel the existence of the shoes when jogging.
7
Sportswear
Production
We focus on tracksuits,
basketball wear and t-shirts, which counted for 30%, 25% and 25%,
respectively, of our 2009 sportswear production. In addition, we have
casual wear collection and a small portion of fashion wear
collection.
Our Kobe branded sportswear
has its unique features. We selected and purchased raw materials
ourselves; fabrics produced by weaving companies in accordance with our
requirements on color, function and vain developed by our internal
designing departments; as well as, environmentally friendly products
produced with Nano Technologies.
Warm-Keeping Feature:
Our outdoor sport suits are designed in a way that both keep warm and
light and portable. We add special ceramic powders such as chromium oxide,
magnesium oxide, zirconium oxide into compound fiber liquids such as
polyester fiber. The minor ceramic powder on the Nano-level can absorb
visible lights such as sunlight and transfer the lights into heat, and can
also reflect the infrared rays produced by human body, which enable the
material to acquire superior warm-keeping capacities. In
addition, following the bionics principles, we design the internal
structure of the polyester fiber referring to that of the poly bears,
which enable the fiber to acquire both lightness and warm-keeping
features. On the other hand, manufacturing the suits or fibers into two or
three-layer which increase the number of non-circulating layers is also
one of the traditional measures to keep warm.
|
Antibiotic and Antiodour Features:
We add antibiotic chemicals into the fiber and make sure they will not be
easily worn out. We also make sure the antibiotic chemicals are non-poisonous or
little poisonous. In addition, by combining certain chemicals together, we are
able to effectively shield the ultraviolet.
Sports
Accessories
We mainly
produce the following sports accessories: sports bag, wristlet, basketball,
travel bag, hat, sport socks, and scarf, etc.
Basketball: our basketballs
are manufactured in compliance with International Basketball Association
standards and borne our brand name. Advantages include: high-quality inner tube
material; special outer skin material, non-slip, enduring, and sweat absorption,
etc.
Shields: our designed shields
have good flexibility and supporting capacity and equal pressure on specially
made Coolprene materials.
Sport & Casual Bags: they
are portable, fashionable, humanity designs and structures and have streamlined
production techniques. We target customers for use of studying, traveling and
outdoor exploring.
Sport & Casual Socks:
they have sweat absorption design, streamline production techniques and
comprehensive cushion protection.
Production
Capacity
We
currently have four production lines with a total capacity of 2.4 millions pairs
of sports shoes per year. It contributes about 45% - 55% of total sports shoes
sold each year. The remaining 45% - 55% of total sports shoes are subcontracted
out each year. We plan to set up 6 more production lines in 2010 and increase in
total capacity to 6 millions pairs of sports shoes per year. We believe that
self-owned production can better control quality than
subcontracted.
Raw
Materials and Suppliers
Leather,
plastic, rubber, thread and other basic components are our main raw materials
for the production of shoes. The Company's principal required raw material is
quality leather, which it purchases from a selected group of Chinese suppliers.
The global availability of common upper materials and specialty leathers
eliminates any reliance by the Company upon a sole supplier. The Company
purchases all of its other raw materials and component parts from a variety of
sources, none of which is believed by the Company to be a dominant supplier.
Alternative sources of supply are believed to be available to the
Company. Our top five (5) raw material suppliers are as
below:
8
Suppliers
|
Supplied Raw
Materials
|
Percentage of Total Supplied
Amount in 2009
|
||
Jinjiang
Daxin Shoes Co., Ltd.
|
Leather,
plastic, rubber, thread and other basic components
|
10.34%
|
||
Jinjiang
Zhongyu Leather & Clothes Co., Ltd.
|
Leather
|
9.00%
|
||
Jinjiang
Libao Industrial Chemicals Co., Ltd.
|
Chemicals
|
7.92%
|
||
Jinjiang
Lianfa Shoes Materials Co., Ltd.
|
Leather,
plastic, rubber, thread and other basic components
|
7.68%
|
||
Quanzhou
Baoshu Packing Co., Ltd.
|
Shoes
boxes
|
7.68%
|
||
Total
|
42.62%
|
Product
Design and Development
Our
principal goal in product design is to generate new and exciting sport shoes and
sportswear or accessories in all of our product lines with contemporary and
progressive styles and comfort-enhancing performance features. Targeted to the
active, youthful and style-savvy, we design most new styles to be fashionable
and marketable to the 15 to 24 year-old consumer, while substantially all
of our lines appeal to the broader range of 15 to 45 year-old
consumers.
We
believe that our products’ success is related to our ability to recognize trends
in the footwear markets and to design products that anticipate and accommodate
consumers’ ever-evolving preferences. We are able to quickly translate the
latest fashion trends into stylish, quality footwear at a reasonable price by
analyzing and interpreting current and emerging lifestyle trends. Lifestyle
trend information is compiled and analyzed by our designers from various
sources, including the review and analysis of modern music, television, cinema,
clothing, alternative sports and other trend-setting media; traveling to
domestic and international fashion markets to identify and confirm current
trends; consulting with our retail and e-commerce customers for information on
current retail selling trends; participating in major footwear trade shows to
stay abreast of popular brands, fashions and styles; and subscribing to various
fashion and color information services. In addition, a key component of our
design philosophy is to continually reinterpret and develop our successful
styles in our brands’ image.
Our
products are designed and developed primarily by our in-house design staff. To
promote innovation and brand relevance, we utilize dedicated design teams, who
report to our senior design executives and focus on each of the men’s and
women’s categories. In addition, we utilize outside design firms on an
item-specific basis to supplement our internal design efforts. The design
process is extremely collaborative, as members of the design staff frequently
meet with the heads of retail, merchandising, sales, production and sourcing to
further refine our products to meet the particular needs of the target
market.
After a
design team arrives at a consensus regarding the fashion themes for the coming
season, the designers then translate these themes into our products. These
interpretations include variations in product color, material structure and
embellishments, which are arrived at after close consultation with our
production department. Prototype blueprints and specifications are created and
forwarded to our manufacturers for a design prototype. The design prototypes are
then sent back to our design teams. Our major retail customers may also review
these new design concepts. Customer input not only allows us to measure consumer
reaction to the latest designs, but also affords us an opportunity to foster
deeper and more collaborative relationships with our customers. We also
occasionally order limited production runs that may initially be tested in our
concept stores. By working closely with store personnel, we obtain customer
feedback that often influences product design and development. Our design teams
can easily and quickly modify and refine a design based on customer
input.
Quality
Control
We
believe that quality control is an important and effective means of maintaining
the quality and reputation of our products. Our quality control program is
designed to ensure that not only finished goods meet our established design
specifications, but also that all goods bearing our trademarks meet our
standards for quality. Our quality control personnel perform an array of
inspection procedures at various stages of the production process, including
examination and testing of prototypes of key raw materials prior to manufacture,
samples and materials at various stages of production and final products prior
to shipment. Our employees are on-site at each of our major manufacturers to
oversee production. For some of our lower volume manufacturers, our staff is
on-site during significant production runs or we will perform unannounced visits
to their manufacturing sites to further monitor compliance with our
manufacturing specifications.
Sales
and Marketing
Sales
breakdown: our sports shoes sales counted for 70% and 65% of the total sales in
our fiscal year ended December 31, 2007 and 2008. We also estimated that our
shoes sales in 2009 will be decreased to 57% of the total sales. In the
contrary, our sports wears sales are estimated to be increasing from 25% for the
year ended December 31, 2007 to 36% of the total sales in 2009. The
revenue margin in sports shoes is lower than sports wears and sports
accessories. The charts of sales breakdown by segment and margin by segment are
as below:
9
Sales and Marketing
Strategies
Product Orientation:
Middle-ranged priced professional and functional sporting goods with high
technical content. The products represent comfort, quality and high sports
performance.
Target Consumers: 15-45 year
olds: secondary school and university students that have a taste for fashion;
middle-aged individuals that have a high purchase power and preference for
quality.
Target Market: we mainly
focus on second and third-tier cities with trendy consumers and professional
athletes.
Expansion of Sales Network:
Although international brands such as Nike and Adidas have a high market share,
domestic brands are more capable of penetrating into smaller cities and
provinces. We plan to expand our sales channel to second and third-tier cities
of primary markets, and first and second-tier cities. Therefore, our strategy is
to focus on brand promotion in first-tier cities, establish many retail outlets
in second-tier cities and open flagship stores in third-tier cities. Below are
our different levels of targeted markets:
Area
|
Primary
Market
|
Secondary
Market
|
Tertiary
Market
|
|||
Northern
China
|
Beijing
Tianjin
|
Hebei
Inner
Mongolia
|
Shanxi
|
|||
Northeast
China
|
Liaoning
|
Heilongjiang
|
Jilin
|
|||
Eastern
China
|
Shanghai
Zhejiang
|
Jiangsu
Fujian
|
Anhui,
Shandong
Jiangxi
|
|||
Southern
China
|
Guangdong
Hunan
|
Henan
Hubei
|
Guangxi
Zhuang A.R.
Hainan
|
|||
Southwest
China
|
Chongqing
Sichuan
|
Guizhou
Yunnan
|
Tibet
|
|||
Northwest
China
|
Shaanxi
Qinghai
|
Gansu
Ningxia
Hui A.R.
|
Xinjiang
Uygur A.R.
|
The map
below shows our sales network and the locations of our franchise
stores:
10
In
addition, we also sponsor sports events to gain a higher brand exposure or
sponsor gyms, which are a main exercising venue for the target consumer group.
The Kobe brand is able to infiltrate the target consumers’ daily lives and hence
cultivate brand loyalty. Further, we plan to design a website with a large
online media company that represents the unique characteristics of the Kobe
brand.
Business
Model
Franchising
Franchising
is popular among enterprises in the sporting goods industry due to the following
advantages: sales staff of franchisees are placed closed to, and hence can
influence target consumers; market reaction can be quickly observed; enables
refunds and exchange, which improves the brand’s credibility; shortens the
period of time for products to be introduced to the market; and Easy to manage,
where the sales functions are subcontracted to outsiders.
Hengfeng,
as the franchisor,
grants the franchisees the right to distribute its products, techniques,
and trademarks for a percentage of gross monthly sales. We also provide the
franchisees with advertising, staff training and other support services.
Franchising standardizes the shop design, product display, products, service,
brand image and management.
Self-owned
Self-owned
stores have the following advantage: increase in profit margin per item sold for
the Company although self owned shops need to take up their owned running costs
and increase in time required for the management to run the shops, sales staff
of the Company would be closed to customers and react quickly for any
change in consumers’ taste.
We do not
have any self owned shops up to date. However, we plan to set up 50 self owned
shops in year 2010 which will increase our revenue 20% per year for coming five
years.
Our
development plan for the franchising and self-owned stores is as
below:
2009
|
2010
(e)
|
2011
(e)
|
2012
(e)
|
|||||||||
No.
of Franchisees
|
869 | 1,243 | 1,492 | 1,790 | ||||||||
No.
of Self-Owned
|
0 | 50 | 60 | 72 | ||||||||
Total
|
869 | 1,293 | 1,552 | 1,862 |
11
Competition
Competition
in the sport shoes and sportswear industry is intense. Although we believe that
we do not compete directly with any single company with respect to its entire
range of products, our products compete with other branded products within their
product category as well as with private label products sold by retailers,
including some of our customers. Our sport shoes compete with sports shoes
offered by international companies such as Nike, Inc., adidas AG, Puma AG, and
New Balance Athletic Shoe, Inc. and PRC companies such as Anta Sports Products
Limited, Li Ning Company Limited and Qiaodan (China) Co., Ltd. In varying
degrees, depending on the product category involved, we compete on the basis of
style, price, quality, comfort and brand name prestige and recognition, among
other considerations. These and other competitors pose challenges to our market
share in our major domestic markets and may make it more difficult to establish
our products in the PRC. We also compete with numerous manufacturers, importers
and distributors of footwear for the limited shelf space available for the
display of such products to the consumer. Moreover, the general availability of
contract manufacturing capacity allows ease of access by new market entrants.
Many of our competitors are larger, have been in existence for a longer period
of time, have achieved greater recognition for their brand names, have captured
greater market share and/or have substantially greater financial, distribution,
marketing and other resources than we do. We cannot be certain that we will be
able to compete successfully against present or future competitors, or that
competitive pressures will not have a material adverse effect on our business,
financial condition and results of operations.
Growth
Strategy
We intend
to improve our sales network, production capacity, increase our research
expenditure and brand promotion of the Kobe brand, a brand that belongs to
Fujian Jingjiang Hengfeng Shoes & Garment Co., Ltd., by using the following
means:
Expand Sales Network: To
provide training, advertising and marketing assistance, and renovation subsidies
to franchisees and increase the number of franchisees from 869 in 2009 to 1862
by 2012, representing approximately the rate of 114% within 3
years.
Expand Production Facility:
To construct a new factory of 20,000m2 and increase the 4 production lines to
10, which would raise annual production capacity from 2.4 million to 6 million
pairs by 2010.
Diversify Products: To
diversify products from basketball shoes to other types of shoes and clothes for
outdoor activities, and to keep the product mix of 43%: 57% of sports wears and
accessories to sports shoes.
IT System Upgrades: Introduce
Management Information System (MIS) to efficiently monitor sales and inventory
status of various stores and franchisees to conduct sales analysis and
forecasts
Research and Development: To
improve on existing technology, such as the perspiration absorption system, to
increase the competitiveness of Kobe products.
Human Capital: To hire an
experienced design team to introduce innovative and Trendy products targeted for
consumers’ taste and preference in order to further boost sales.
Intellectual
Properties
We own
and utilize a variety of trademarks, including the Kobe trademark. We
continuously look to increase the number of our trademarks and potential design
patents where necessary to protect valuable intellectual property. We regard our
trademarks and other intellectual property as valuable assets and believe that
they have significant value in the marketing of our products. We vigorously
protect our trademarks against infringement, including through the use of cease
and desist letters, administrative proceedings and lawsuits.
We rely
on trademark, patent, copyright and trade secret protection, non-disclosure
agreements and licensing arrangements to establish, protect and enforce
intellectual property rights in our logos, trade names and in the design of our
products. In particular, we believe that our future success will largely depend
on our ability to maintain and protect the Kobe trademark and other key
trademarks. Despite our efforts to safeguard and maintain our intellectual
property rights, we cannot be certain that we will be successful in this regard.
Furthermore, we cannot be certain that our trademarks, products and promotional
materials or other intellectual property rights do not or will not violate the
intellectual property rights of others, that our intellectual property would be
upheld if challenged, or that we would, in such an event, not be prevented from
using our trademarks or other intellectual property rights. Such claims, if
proven, could materially and adversely affect our business, financial condition
and results of operations. In addition, although any such claims may ultimately
prove to be without merit, the necessary management attention to and legal costs
associated with litigation or other resolution of future claims concerning
trademarks and other intellectual property rights could materially and adversely
affect our business, financial condition and results of operations.
12
The laws
of certain foreign countries do not protect intellectual property rights to the
same extent or in the same manner as do the laws of the PRC. Although we
continue to implement protective measures and intend to defend our intellectual
property rights vigorously, these efforts may not be successful or the costs
associated with protecting our rights in certain jurisdictions may be
prohibitive. From time to time we discover products in the marketplace that are
counterfeit reproductions of our products or that otherwise infringe upon
intellectual property rights held by us. Actions taken by us to establish and
protect our trademarks and other intellectual property rights may not be
adequate to prevent imitation of our products by others or to prevent others
from seeking to block sales of our products as violating trademarks and
intellectual property rights. If we are unsuccessful in challenging a third
party’s products on the basis of infringement of our intellectual property
rights, continued sales of such products by that or any other third party could
adversely impact the Kobe brand, result in the shift of consumer preferences
away from our products and generally have a material adverse effect on our
business, financial condition and results of operations.
All
products and logos below are protected by patents issued by the Trademark Office
State Administration for Industry and Commerce of People’s Republic of
China.
Date
|
Number
|
Registered
Trademark
|
12/21/1999
|
1345896
|
FREE
AIR FEET/天足概念
|
06/14/2000
|
1408187
|
KB8Kobe/科比
|
11/21/2001
|
1669434
|
AirŸcarter
新飞人‧卡特
|
01/16/2004
|
3740958
|
(Exhibit
‘a’)
|
05/08/2004
|
ZC4052099SL
|
(Exhibit
‘b’)
|
06/28/2006
|
3740959
|
KB8
|
06/28/2006
|
3740970
|
科比
|
07/28/2006
|
3750412
|
天足概念
|
08/07/2006
|
3750413
|
FREE
AIR FEET
|
01/07/2007
|
3829504
|
KOBE8
|
12/21/2007
|
ZC3976339SL
|
KING
JAMES
|
05/16/2008
|
4185429
|
科比飞人
|
Environmental
Protection
Compliance
with national, provincial or local provisions which have been enacted or adopted
regulating the discharge of materials into the environment, or otherwise
relating to the protection of the environment have not had, nor are they
expected to have, any material effect on the capital expenditures, earnings or
competitive position of the Company. The Company uses and generates certain
substances and wastes that are or can be regulated or may be deemed hazardous
under certain national, provincial or local regulations with respect to the
environment. The Company from time to time works with government agencies to
resolve cleanup issues at waste sites and other regulatory issues.
Properties
Our
corporate headquarter and factory is located at Yangdai Village, Chendai County,
Jinjiang City, Fujian Province in the PRC, which consist of an aggregate of
approximately 50,000 square meters. Such facility, which is situated
on approximately 7,500 square meters of developed land, is leased from the
Chinese government for a period of 50 years and is scheduled to expire in
2057.
Insurance
We have
obtained insurance for our properties, including our office building, factory
and equipment, etc. for a total of $2,000,000 insured amount, from September 1,
2009 until September 1, 2010, which we renew annually.
13
Employees
As of the
date hereof, we have approximately 1000 full-time employees. The breakdown of
our employees by department is:
General
and Administration Department
|
60 | |||
Production
Department
|
600 | |||
Shoe
Sole Department
|
250 | |||
Sales
Department
|
40 | |||
Research
and Development
|
50 |
We have
employment agreements with our employees for one-year term which are subject to
renew every year. We believe we have good relations with our
employees.
RISK
FACTORS
You
should carefully consider the risks described below together with all of the
other information included in this report before making an investment decision
with regard to our securities. The statements contained in or
incorporated herein that are not historic facts are forward-looking statements
that are subject to risks and uncertainties that could cause actual results to
differ materially from those set forth in or implied by forward-looking
statements. If any of the following risks actually occurs, our business,
financial condition or results of operations could be harmed. In that case, you
may lose all or part of your investment.
Risks Relating to Our
Business
The effects of the recent global
economic slowdown may continue to have a negative impact on our business,
results of operations or financial condition.
The
recent global economic slowdown has caused disruptions and extreme volatility in
global financial markets, increased rates of default and bankruptcy, and
declining consumer and business confidence, which has led to decreased levels of
consumer spending, particularly on discretionary items such as footwear and
sports wear. These macroeconomic developments have and could continue to
negatively impact our business, which depends on the general economic
environment and levels of consumer spending in the PRC and other parts of the
world that affect not only the ultimate consumer, but also retailers, who are
our primary direct customers. As a result, we may not be able to maintain or
increase our sales to existing customers, make sales to new customers, open and
operate new retail stores, maintain sales levels at our existing stores,
maintain or increase our international operations on a profitable basis, or
maintain or improve our earnings from operations as a percentage of net sales.
If the global economic slowdown continues for a significant period or continues
to worsen, our results of operations, financial condition, and cash flows could
be materially adversely affected.
Our
results of operations are cyclical and could be adversely affected by
fluctuations in the raw materials such as artificial leather, shoes sole and
fabric.
We are
largely dependent on the cost and supply of raw materials such as artificial
leather, shoes sole and fabric and the selling price of our products, which are
determined by constantly changing and volatile market forces of supply and
demand as well as other factors over which we have little or no control. These
other factors include:
•
|
competing
demand for the raw materials,
|
•
|
environmental
and conservation regulations, and
|
•
|
economic
conditions,
|
We cannot
assure you that all or part of any increased costs experienced by us from time
to time can be passed along to consumers of our products, in a timely manner or
at all.
Substantially
all of our business, assets and operations are located in the PRC.
Substantially
all of our business, assets and operations are located in PRC. The economy of
PRC differs from the economies of most developed countries in many respects. The
economy of PRC has been transitioning from a planned economy to a
market-oriented economy. Although in recent years the PRC government has
implemented measures emphasizing the utilization of market forces for economic
reform, the reduction of state ownership of productive assets and the
establishment of sound corporate governance in business enterprises, a
substantial portion of productive assets in PRC is still owned by the PRC
government. In addition, the PRC government continues to play a significant role
in regulating industry by imposing industrial policies. It also exercises
significant control over PRC’s economic growth through the allocation of
resources, controlling payment of foreign currency-denominated obligations,
setting monetary policy and providing preferential treatment to particular
industries or companies. Some of these measures benefit the overall economy of
PRC, but may have a negative effect on us.
14
Our
management has no experience in managing and operating a public company. Any
failure to comply or adequately comply with federal securities laws, rules or
regulations could subject us to fines or regulatory actions, which may
materially adversely affect our business, results of operations and financial
condition.
Our
current management has no experience managing and operating a public company and
relies in many instances on the professional experience and advice of third
parties including its attorneys and accountants. Failure to comply or adequately
comply with any laws, rules, or regulations applicable to our business may
result in fines or regulatory actions, which may materially adversely affect our
business, results of operation, or financial condition and could result in
delays in achieving the development of an active and liquid trading market for
our stock.
Our business and the success of our
products could be harmed if we are unable to maintain our brand
image.
Our
success to date has been due in large part to the strength of the Kobe brand,
and to a lesser degree, the reputation of our fashion brands. If we are unable
to timely and appropriately respond to changing consumer demand, our brand name
and brand image may be impaired. Even if we react appropriately to changes in
consumer preferences, consumers may consider our brand image to be outdated or
associate our brand with styles of footwear that are no longer popular. In the
past, several footwear companies including ours have experienced periods of
rapid growth in revenues and earnings followed by periods of declining sales and
losses. Our business may be similarly affected in the future.
Our
plans to expand our production, to increase research and development and to
improve and upgrade our internal control and management system will require
capital expenditures in 2010.
Our plans
to expand our production, to increase our research and development and to
improve and upgrade our internal control and management system will require
capital expenditures in 2010. We may also need further funding for working
capital, investments, potential acquisitions and research and development and
other corporate requirements. We cannot assure you that cash generated from our
operations will be sufficient to fund these development plans, or that our
actual capital expenditures and investments will not significantly exceed our
current planned amounts. If either of these conditions arises, we may have to
seek external financing to satisfy our capital needs. Our ability to obtain
external financing at reasonable costs is subject to a variety of uncertainties.
Failure to obtain sufficient external funds for our development plans could
adversely affect our business, financial condition and operating
performance.
We
derive all of our revenues from sales in the PRC and any downturn in the Chinese
economy could have a material adverse effect on our business and financial
condition.
All of
our revenues are generated from sales in the PRC. We anticipate that revenues
from sales of our products in the PRC will continue to represent the substantial
portion of our total revenues in the near future. Our sales and earnings can
also be affected by changes in the general economy since purchases of pork
products are generally discretionary for consumers. Our success is influenced by
a number of economic factors which affect disposable consumer income, such as
employment levels, business conditions, interest rates, oil and gas prices and
taxation rates. Adverse changes in these economic factors, among others, may
restrict consumer spending, thereby negatively affecting our sales and
profitability.
Our
planned expansion could be delayed or adversely affected by, among other things,
difficulties in obtaining sufficient financing, technical difficulties, or human
or other resource constraints.
Our
planned expansion could be delayed or adversely affected by, among other things,
difficulties in obtaining sufficient financing, technical difficulties, or human
or other resource constraints. Moreover, the costs involved in these projects
may exceed those originally contemplated. Costs savings and other economic
benefits expected from these projects may not materialize as a result of any
such project delays, cost overruns or changes in market circumstances. Failure
to obtain intended economic benefits from these projects could adversely affect
our business, financial condition and operating performances.
We
encounter substantial competition in our business and any failure to compete
effectively could adversely affect our results of operations.
Competition
in the sport shoes and sportswear industry is intense. Although we believe that
we do not compete directly with any single company with respect to its entire
range of products, our products compete with other branded products within their
product category as well as with private label products sold by retailers,
including some of our customers. Our sport shoes compete with sports shoes
offered by international companies such as Nike, Inc., adidas AG, Puma AG, and
New Balance Athletic Shoe, Inc. and PRC companies such as Anta Sports Products
Limited, Li Ning Company Limited and Qiaodan (China) Co., Ltd. We anticipate
that our competitors will continue to expand and seek to obtain additional
market share with competitive price and performance characteristics. Aggressive
expansion of our competitors or the entrance of new competitors into our markets
could have a material adverse effect on our business, results of operations and
financial condition.
15
Our
limited operating history may not serve as an adequate basis to judge our future
prospects and results of operations.
Our
limited operating history in the sports goods industry may not provide a
meaningful basis for evaluating our business. Hengfeng entered into its current
line of business “Kobe” branded shoes, sportswear and accessories in 2003,
although it is established in 1992. Although its revenues have grown rapidly
since its inception, we cannot guaranty that we will maintain profitability or
that we will not incur net losses in the future. We will continue to encounter
risks and difficulties that companies at a similar stage of development
frequently experience, including the potential failure to:
·
|
obtain
sufficient working capital to support our
expansion;
|
·
|
expand
our product offerings and maintain the high quality of our
products;
|
·
|
manage
our expanding operations and continue to fill customers’ orders on
time;
|
·
|
maintain
adequate control of our expenses allowing us to realize anticipated income
growth;
|
·
|
implement
our product development, sales, and acquisition strategies and adapt and
modify them as needed;
|
·
|
successfully
integrate any future acquisitions;
and
|
·
|
anticipate
and adapt to changing conditions in the sportswear industry resulting from
changes in government regulations, mergers and acquisitions involving our
competitors, technological developments and other significant competitive
and market dynamics.
|
If we are
not successful in addressing any or all of the foregoing risks, our business may
be materially and adversely affected.
We
need to manage growth in operations to maximize our potential growth and achieve
our expected revenues and our failure to manage growth will cause a disruption
of our operations resulting in the failure to generate revenue at levels we
expect.
In order
to maximize potential growth in our current and potential markets, we believe
that we must expand our producing operations. This expansion will place a
significant strain on our management and our operational, accounting, and
information systems. We expect that we will need to continue to improve our
financial controls, operating procedures, and management information systems. We
will also need to effectively train, motivate, and manage our employees. Our
failure to manage our growth could disrupt our operations and ultimately prevent
us from generating the revenues we expect.
We
cannot assure you that our growth strategy will be successful which may result
in a negative impact on our growth, financial condition, results of operations
and cash flow.
One of
our strategies is to develop self-owned stores. However, many obstacles to
entering such new markets exist including, but not limited to, established
companies in such existing markets in the PRC. We cannot, therefore, assure you
that we will be able to successfully overcome such obstacles and establish our
products in any additional markets. Our inability to implement this organic
growth strategy successfully may have a negative impact on our growth, future
financial condition, results of operations or cash flows.
If
we need additional capital to fund our growing operations, we may not be able to
obtain sufficient capital and may be forced to limit the scope of our
operations.
If
adequate additional financing is not available on reasonable terms, we may not
be able to expand our production lines and to develop self-owned stores, and we
would have to modify our business plans accordingly. There is no assurance that
additional financing will be available to us.
In
connection with our growth strategies, we may experience increased capital needs
and accordingly, we may not have sufficient capital to fund our future
operations without additional capital investments. Our capital needs will depend
on numerous factors, including (i) our profitability; (ii) the release of
competitive products by our competition; (iii) the level of our investment in
research and development; and (iv) the amount of our capital expenditures,
including acquisitions. We cannot assure you that we will be able to obtain
capital in the future to meet our needs.
16
In recent
years, the securities markets in the United States have experienced a high level
of price and volume volatility, and the market price of securities of many
companies have experienced wide fluctuations that have not necessarily been
related to the operations, performances, underlying asset values or prospects of
such companies. For these reasons, our securities can also be expected to be
subject to volatility resulting from purely market forces over which we will
have no control. If we need additional funding we will, most likely, seek such
funding in the United States (although we may be able to obtain funding in the
PRC) and the market fluctuations affect on our stock price could limit our
ability to obtain equity financing.
If we
cannot obtain additional funding, we may be required to: (i) limit our
expansion; (ii) limit our marketing efforts; and (iii) decrease or eliminate
capital expenditures. Such reductions could materially adversely affect our
business and our ability to compete.
Even if
we do find a source of additional capital, we may not be able to negotiate terms
and conditions for receiving the additional capital that are favorable to us.
Any future capital investments could dilute or otherwise materially and
adversely affect the holdings or rights of our existing shareholders. In
addition, new equity or convertible debt securities issued by us to obtain
financing could have rights, preferences and privileges senior to the Units. We
cannot give you any assurance that any additional financing will be available to
us, or if available, will be on terms favorable to us.
Need
for additional employees.
The
Company’s future success also depends upon its continuing ability to attract and
retain highly qualified personnel. Expansion of the Company’s business and the
management and operation of the Company will require additional managers and
employees with industry experience, and the success of the Company will be
highly dependent on the Company’s ability to attract and retain skilled
management personnel and other employees. There can be no assurance that the
Company will be able to attract or retain highly qualified personnel.
Competition for skilled personnel in the construction industry is significant.
This competition may make it more difficult and expensive to attract, hire and
retain qualified managers and employees.
The
loss of the services of our key employees, particularly the services rendered by
Qionglin Lin, our General Manager and Director, Mendoza Anding Lin, our
President, CEO and Chairman, Tommy Lo, our Chief Executive Officer, and Aling
Lin, our Director, could harm our business.
Our
success depends to a significant degree on the services rendered to us by our
key employees. If we fail to attract, train and retain sufficient
numbers of these qualified people, our prospects, business, financial condition
and results of operations will be materially and adversely affected. In
particular, we are heavily dependent on the continued services of Qionglin Lin,
our General Manager and Director, Mendoza Anding Lin, our President, CEO and
Chairman, Tommy Lo, our Chief Executive Officer, and Aling Lin, our Director.
The loss of any key employees, including members of our senior management team,
and our inability to attract highly skilled personnel with sufficient experience
in our industry could harm our business.
Our ability to compete could be
jeopardized ff we are unable to protect our intellectual property rights or if
we are sued for intellectual property infringement.
We
believe that our trademarks and other proprietary rights are important to our
success and our competitive position. We use trademarks on nearly all of our
products and believe that having distinctive marks that are readily identifiable
is an important factor in creating a market for our goods, in identifying us and
in distinguishing our goods from the goods of others. We consider our trademarks
to be among our most valuable assets, and we have registered these trademarks in
many countries. In addition, we own many other trademarks that we utilize in
marketing our products. We believe that our trademarks are generally sufficient
to permit us to carry on our business as presently conducted. While we
vigorously protect our trademarks against infringement, we cannot assure you
that we will be able to secure patents or trademark protection for our
intellectual property in the future or that protection will be adequate for
future products. Further, we have been sued for patent and trademark
infringement and cannot be sure that our activities do not and will not infringe
on the intellectual property rights of others. If we are compelled to prosecute
infringing parties, defend our intellectual property or defend ourselves from
intellectual property claims made by others, we may face significant expenses
and liability as well as the diversion of management’s attention from our
business, each of which could negatively impact our business or financial
condition.
In
addition, the laws of foreign countries where we source and distribute our
products may not protect intellectual property rights to the same extent as do
the laws of the PRC. We cannot assure you that the actions we have taken to
establish and protect our trademarks and other intellectual property rights
outside the PRC will be adequate to prevent imitation of our products by others
or, if necessary, successfully challenge another party’s counterfeit products or
products that otherwise infringe on our intellectual property rights on the
basis of trademark infringement. Continued sales of these products could
adversely affect our sales and our brand and result in the shift of consumer
preference away from our products. We may face significant expenses and
liability in connection with the protection of our intellectual property rights
outside the PRC, and if we are unable to successfully protect our rights or
resolve intellectual property conflicts with others, our business or financial
condition could be adversely affected.
17
Our principal stockholder is able to
control substantially all matters requiring a vote of our stockholders and his
interests may differ from the interests of our other
stockholders.
As of the
date hereof, Anding Lin, our President, beneficially owned 63% of our
outstanding common stock. Mr. Lin may have different interests than our
other stockholders, and because he is able to control substantially all matters
requiring approval by our stockholders, he may direct the operations of our
business in a manner contrary to the interests of our other stockholders.
Matters that require the approval of our stockholders include the election of
directors and the approval of mergers or other business combination
transactions. Mr. Lin also has control over our management and affairs. As
a result of such control, certain transactions are not possible without the
approval of Mr. Lin, including proxy contests, tender offers, open market
purchase programs or other transactions that can give our stockholders the
opportunity to realize a premium over the then-prevailing market prices for
their shares of our common stock.
Our
failure to comply with increasingly stringent environmental regulations and
related litigation could result in significant penalties, damages and adverse
publicity for our business.
In recent
years, the government of China has become increasingly concerned with the
degradation of China’s environment that has accompanied the country’s rapid
economic growth. In the future, we expect that our operations and
properties will be subject to extensive and increasingly stringent laws and
regulations pertaining to, among other things, the discharge of materials into
the environment and the handling and disposition of wastes (including solid and
hazardous wastes) or otherwise relating to protection of the environment.
Failure to comply with any laws and regulations and future changes to them may
result in significant consequences to us, including civil and criminal
penalties, liability for damages and negative publicity. We cannot
assure you that additional environmental issues will not require currently
unanticipated investigations, assessments or expenditures, or that requirements
applicable to us will not be altered in ways that will require us to incur
significant additional costs.
We
will incur significant costs to ensure compliance with United States corporate
governance and accounting requirements.
We will
incur significant costs associated with our public company reporting
requirements, costs associated with newly applicable corporate governance
requirements, including requirements under the Sarbanes-Oxley Act of 2002 and
other rules implemented by the Securities and Exchange Commission. We expect all
of these applicable rules and regulations to significantly increase our legal
and financial compliance costs and to make some activities more time consuming
and costly. We also expect that these applicable rules and regulations may make
it more difficult and more expensive for us to obtain director and officer
liability insurance and we may be required to accept reduced policy limits and
coverage or incur substantially higher costs to obtain the same or similar
coverage. As a result, it may be more difficult for us to attract and retain
qualified individuals to serve on our board of directors or as executive
officers. We are currently evaluating and monitoring developments with respect
to these newly applicable rules, and we cannot predict or estimate the amount of
additional costs we may incur or the timing of such costs.
We
may not be able to meet the accelerated filing and internal control reporting
requirements imposed by the Securities and Exchange Commission resulting in a
possible decline in the price of our common stock and our inability to obtain
future financing.
As
directed by Section 404 of the Sarbanes-Oxley Act, as amended by SEC Release No.
33-8934 on June 26, 2008, the Securities and Exchange Commission adopted rules
requiring each public company to include a report of management on the company’s
internal controls over financial reporting in its annual reports. In
addition, the independent registered public accounting firm auditing a company’s
financial statements must also attest to and report on management’s assessment
of the effectiveness of the company’s internal controls over financial reporting
as well as the operating effectiveness of the company’s internal controls.
Commencing with its annual report for the year ending December 31, 2010, we will
be required to include a report of management on its internal control over
financial reporting. The internal control report must include a
statement
·
|
Of
management’s responsibility for establishing and maintaining adequate
internal control over its financial
reporting;
|
·
|
Of
management’s assessment of the effectiveness of its internal control over
financial reporting as of year end;
and
|
·
|
Of
the framework used by management to evaluate the effectiveness of our
internal control over financial
reporting.
|
Furthermore,
in the following year, our independent registered public accounting
firm is required to file its attestation report separately on our
internal control over financial reporting on whether it believes that we have
maintained, in all material respects, effective internal control over financial
reporting.
18
While we
expect to expend significant resources in developing the necessary documentation
and testing procedures required by Section 404 of the Sarbanes-Oxley Act, there
is a risk that we may not be able to comply timely with all of the requirements
imposed by this rule. In the event that we are unable to receive a
positive attestation from our independent registered public accounting firm with
respect to our internal controls, investors and others may lose confidence in
the reliability of our financial statements and our stock price and ability to
obtain equity or debt financing as needed could suffer.
In
addition, in the event that our independent registered public accounting firm is
unable to rely on our internal controls in connection with its audit of our
financial statements, and in the further event that it is unable to devise
alternative procedures in order to satisfy itself as to the material accuracy of
our financial statements and related disclosures, it is possible that we would
be unable to file our Annual Report on Form 10-K with the Securities and
Exchange Commission, which could also adversely affect the market price of our
securities and our ability to secure additional financing as
needed.
The
transaction involves a reverse merger of a foreign company into a domestic shell
company, so that there is no history of compliance with United States securities
laws and accounting rules.
In order
to be able to comply with United States securities laws, Kobe
Sport prepared its financial statements for the first time under U.S.
generally accepted accounting principles and recently had its initial audit of
its financial statements in accordance with Public Company Accounting
Oversight Board (United States). As the Company does not have a
long term familiarity with U.S. generally accepted accounting principles, it may
be more difficult for it to comply on a timely basis with SEC reporting
requirements than a comparable domestic company.
Risks
Relating to the People's Republic of China
Certain
political and economic considerations relating to the PRC could adversely affect
our company.
The PRC
is transitioning from a planned economy to a market economy. While the PRC
government has pursued economic reforms since its adoption of the open-door
policy in 1978, a large portion of the PRC economy is still operating under
five-year plans and annual state plans. Through these plans and other economic
measures, such as control on foreign exchange, taxation and restrictions on
foreign participation in the domestic market of various industries, the PRC
government exerts considerable direct and indirect influence on the economy.
Many of the economic reforms carried out by the PRC government are unprecedented
or experimental, and are expected to be refined and improved. Other political,
economic and social factors can also lead to further readjustment of such
reforms. This refining and readjustment process may not necessarily have a
positive effect on our operations or future business development. Our operating
results may be adversely affected by changes in the PRC’s economic and social
conditions as well as by changes in the policies of the PRC government, such as
changes in laws and regulations (or the official interpretation thereof),
measures which may be introduced to control inflation, changes in the interest
rate or method of taxation, and the imposition of restrictions on currency
conversion in addition to those described below.
The
recent nature and uncertain application of many PRC laws applicable to us create
an uncertain environment for business operations and they could have a negative
effect on us.
The PRC
legal system is a civil law system. Unlike the common law system, the civil law
system is based on written statutes in which decided legal cases have little
value as precedents. In 1979, the PRC began to promulgate a comprehensive system
of laws and has since introduced many laws and regulations to provide general
guidance on economic and business practices in the PRC and to regulate foreign
investment. Progress has been made in the promulgation of laws and regulations
dealing with economic matters such as corporate organization and governance,
foreign investment, commerce, taxation and trade. The promulgation of new laws,
changes of existing laws and the abrogation of local regulations by national
laws could have a negative impact on our business and business
prospects.
Currency
conversion could adversely affect our financial condition.
The PRC
government imposes control over the conversion of Renminbi into foreign
currencies. Under the current unified floating exchange rate system, the
People’s Bank of China publishes an exchange rate, which we refer to as the PBOC
exchange rate, based on the previous day’s dealings in the inter-bank foreign
exchange market. Financial institutions authorized to deal in foreign currency
may enter into foreign exchange transactions at exchange rates within an
authorized range above or below the PBOC exchange rate according to market
conditions.
Pursuant
to the Foreign Exchange Control Regulations of the PRC issued by the State
Council which came into effect on April 1, 1996, and the Regulations on the
Administration of Foreign Exchange Settlement, Sale and Payment of the PRC which
came into effect on July 1, 1996, regarding foreign exchange control, conversion
of Renminbi into foreign exchange by Foreign Investment Enterprises, or FIEs,
for use on current account items, including the distribution of dividends and
profits to foreign investors, is permissible. FIEs are permitted to convert
their after-tax dividends and profits to foreign exchange and remit such foreign
exchange to their foreign exchange bank accounts in the PRC. Conversion of
Renminbi into foreign currencies for capital account items, including direct
investment, loans, and security investment, is still under certain restrictions.
On January 14, 1997, the State Council amended the Foreign Exchange Control
Regulations and added, among other things, an important provision, which
provides that the PRC government shall not impose restrictions on recurring
international payments and transfers under current account items.
19
Enterprises
in the PRC (including FIEs) which require foreign exchange for transactions
relating to current account items, may, without approval of the State
Administration of Foreign Exchange, or SAFE, effect payment from their foreign
exchange account or convert and pay at the designated foreign exchange banks by
providing valid receipts and proofs.
Convertibility
of foreign exchange in respect of capital account items, such as direct
investment and capital contribution, is still subject to certain restrictions,
and prior approval from the SAFE or its relevant branches must be
sought.
Furthermore,
the Renminbi is not freely convertible into foreign currencies nor can it be
freely remitted abroad. Under the PRC’s Foreign Exchange Control Regulations and
the Administration of Settlement, Sales and Payment of Foreign Exchange
Regulations, Foreign Invested Enterprises are permitted either to repatriate or
distribute its profits or dividends in foreign currencies out of its foreign
exchange accounts, or exchange Renminbi for foreign currencies through banks
authorized to conduct foreign exchange business. The conversion of Renminbi into
foreign exchange by Foreign Invested Enterprises for recurring items, including
the distribution of dividends to foreign investors, is permissible. The
conversion of Renminbi into foreign currencies for capital items, such as direct
investment, loans and security investment, is subject, however, to more
stringent controls.
Our
operating company is a FIE to which the Foreign Exchange Control Regulations are
applicable. Accordingly, we will have to maintain sufficient foreign exchange to
pay dividends and/or satisfy other foreign exchange requirements.
Exchange
rate volatility could adversely affect our financial condition.
Since
1994, the exchange rate for Renminbi against the United States dollar has
remained relatively stable, most of the time in the region of approximately
RMB8.28 to $1.00. However, in 2005, the Chinese government announced that it
would begin pegging the exchange rate of the Chinese Renminbi against a number
of currencies, rather than just the U.S. dollar and, the exchange rate for the
Renminbi against the U.S. dollar became RMB8.02 to $1.00. If we decide to
convert Chinese Renminbi into United States dollars for other business purposes
and the United States dollar appreciates against this currency, the United
States dollar equivalent of the Chinese Renminbi we convert would be reduced.
There can be no assurance that future movements in the exchange rate of Renminbi
and other currencies will not have an adverse effect on our financial
condition.
Since
our assets are located in the PRC, any dividends of proceeds from liquidation
are subject to the approval of the relevant Chinese government
agencies.
Our
operating assets are located inside the PRC. Under the laws governing Foreign
Invested Enterprises in the PRC, dividend distribution and liquidation are
allowed but subject to special procedures under the relevant laws and rules. Any
dividend payment will be subject to the decision of the board of directors and
subject to foreign exchange rules governing such repatriation. Any liquidation
is subject to the relevant government agency’s approval and supervision as well
as the foreign exchange control. This may generate additional risk for our
investors in case of dividend payment and liquidation.
It
may be difficult to affect service of process and enforcement of legal judgments
upon our company and our officers and directors because they reside outside the
United States.
As our
operations are presently based in the PRC and our director and officer resides
in the PRC, service of process on our company and such director and officer may
be difficult to effect within the United States. Also, our main assets are
located in the PRC and any judgment obtained in the United States against us may
not be enforceable outside the United States.
Due
to various restrictions under PRC laws on the distribution of dividends by our
PRC Operating Companies, we may not be able to pay dividends to our
stockholders.
The
Wholly-Foreign Owned Enterprise Law (1986), as amended and The Wholly-Foreign
Owned Enterprise Law Implementing Rules (1990), as amended and the Company Law
of the PRC (2006) contain the principal regulations governing dividend
distributions by wholly foreign owned enterprises. Under these regulations,
wholly foreign owned enterprises may pay dividends only out of their accumulated
profits, if any, determined in accordance with PRC accounting standards and
regulations. Additionally, such companies are required to set aside a certain
amount of their accumulated profits each year, if any, to fund certain reserve
funds. These reserves are not distributable as cash dividends except in the
event of liquidation and cannot be used for working capital purposes. The PRC
government also imposes controls on the conversion of RMB into foreign
currencies and the remittance of currencies out of the PRC. We may experience
difficulties in completing the administrative procedures necessary to obtain and
remit foreign currency for the payment of dividends from the Company’s
profits.
20
Furthermore,
if our subsidiaries in China incur debt on their own in the future, the
instruments governing the debt may restrict its ability to pay dividends or make
other payments. If we or our subsidiaries are unable to receive all of the
revenues from our operations through these contractual or dividend arrangements,
we may be unable to pay dividends on our common stock.
The
Chinese government exerts substantial influence over the manner in which we must
conduct our business activities.
We are
dependent on our relationship with the local government in the province in which
we operate our business. Chinese government has exercised and continues to
exercise substantial control over virtually every sector of the Chinese economy
through regulation and state ownership. Our ability to operate in China may be
harmed by changes in its laws and regulations, including those relating to
taxation, environmental regulations, land use rights, property and other
matters. We believe that our operations in China are in material compliance with
all applicable legal and regulatory requirements. However, the central or local
governments of these jurisdictions may impose new, stricter regulations or
interpretations of existing regulations that would require additional
expenditures and efforts on our part to ensure our compliance with such
regulations or interpretations. Accordingly, government actions in the future,
including any decision not to continue to support recent economic reforms and to
return to a more centrally planned economy or regional or local variations in
the implementation of economic policies, could have a significant effect on
economic conditions in China or particular regions thereof, and could require us
to divest ourselves of any interest we then hold in Chinese
properties.
Future
inflation in China may inhibit our ability to conduct business in China. In
recent years, the Chinese economy has experienced periods of rapid expansion and
high rates of inflation. Rapid economic growth can lead to growth in the money
supply and rising inflation. If prices for our products rise at a rate that is
insufficient to compensate for the rise in the costs of supplies, it may have an
adverse effect on profitability. These factors have led to the adoption by
Chinese government, from time to time, of various corrective measures designed
to restrict the availability of credit or regulate growth and contain inflation.
High inflation may in the future cause Chinese government to impose controls on
credit and/or prices, or to take other action, which could inhibit economic
activity in China, and thereby harm the market for our products.
If
our land use rights are revoked, we would have no operational
capabilities.
Under
Chinese law land is owned by the state or rural collective economic
organizations. The state issues to tenants the rights to use property. Use
rights can be revoked and the tenants forced to vacate at any time when
redevelopment of the land is in the public interest. The public interest
rationale is interpreted quite broadly and the process of land appropriation may
be less than transparent. Each of our operating subsidiaries rely on these land
use rights as the cornerstone of their operations, and the loss of such rights
would have a material adverse effect on our company.
Risks
Relating to Our Securities
In
order to raise sufficient funds to expand our operations, we may have to issue
additional securities at prices which may result in substantial dilution to our
shareholders.
If we
raise additional funds through the sale of equity or convertible debt, our
current stockholders’ percentage ownership will be reduced. In addition, these
transactions may dilute the value of our securities outstanding. We may have to
issue securities that may have rights, preferences and privileges senior to our
common stock. We cannot provide assurance that we will be able to raise
additional funds on terms acceptable to us, if at all. If future financing is
not available or is not available on acceptable terms, we may not be able to
fund our future needs, which would have a material adverse effect on our
business plans, prospects, results of operations and financial
condition.
Our
securities have not been registered under the Securities Act, and cannot be sold
without registration under the Securities Act or any exemption from
registration.
Our
securities should be considered a long-term, illiquid investment. Our securities
have not been registered under the Securities Act, and cannot be sold without
registration under the Securities Act or any exemption from registration. In
addition, our securities are not registered under any state securities laws that
would permit their transfer. Because of these restrictions and the absence of an
active trading market for the securities, a shareholder will likely be unable to
liquidate an investment even though other personal financial circumstances would
dictate such liquidation.
21
We
are not likely to pay cash dividends in the foreseeable future.
We
currently intend to retain any future earnings for use in the operation and
expansion of our business. Accordingly, we do not expect to pay any cash
dividends in the foreseeable future, but will review this policy as
circumstances dictate. Should we determine to pay dividends in the future, our
ability to do so will depend upon the receipt of dividends or other payments
from our PRC operating subsidiary may, from time to time, be subject to
restrictions on its ability to make distributions to us, including restrictions
on the conversion of RMB into U.S. dollars or other hard currency and other
regulatory restrictions.
We
may be subject to the penny stock rules which will make our securities more
difficult to sell.
If we are
able to obtain a listing of our securities on a national securities exchange, we
may be subject in the future to the SEC’s “penny stock” rules if our securities
sell below $5.00 per share. Penny stocks generally are equity securities
with a price of less than $5.00. The penny
stock rules require broker-dealers to deliver a standardized risk disclosure
document prepared by the SEC which provides information about penny stocks and
the nature and level
of risks in the penny
stock market. The broker-dealer must also provide the
customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson, and monthly account
statements
showing the market value of each penny stock held in the customer’s account. The
bid and offer quotations, and the broker-dealer and salesperson compensation
information must be given to the customer orally or in writing prior to
completing the transaction and must be given to the customer in writing before
or with the customer’s confirmation.
In
addition, the penny stock rules require that prior to a transaction, 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 agreement to the transaction.
The penny stock rules are burdensome and may
reduce purchases of any offerings and reduce the trading activity for our
securities. As long as our securities
are
subject to the penny stock rules, the holders of such securities may find it
more difficult to sell their securities.
Our
securities have not been listed for trading on the OTC Bulletin Board or on any
stock exchange and there can be no assurance that there will be a market
developed for our securities in the future.
Our
securities have not been quoted or listed for trading on the OTC Bulletin Board
or on any stock exchange. Although our management will apply to a senior
exchange for listing of our securities, there can be no assurance that a public
market for our shares will be developed. Consequently, investors may not be able
to liquidate their investment or liquidate it at a price that reflects the value
of the business. Even if a public market should develop, the price may be highly
volatile. Because there may be a low price for our securities, many brokerage
firms may not be willing to effect transactions in the securities. Even if an
investor finds a broker willing to effect a transaction in our securities, the
combination of brokerage commissions, transfer fees, taxes, if any, and any
other selling costs may exceed the selling price. Further, many lending
institutions will not permit the use of such securities as collateral for any
loans.
MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
RESULTS OF OPERATIONS
The
following discussion and analysis of the results of operations and financial
condition for the fiscal years ended September 30, 2009 and 2008, should be read
in conjunction with the Selected Consolidated Financial Data, our financial
statements, and the notes to those financial statements that are included
elsewhere in this 8-K. References in this section to “we,” “us,” “our,” or the
“Company” are to the consolidated business of Kobe Sport, Nam Kwong and
Hengfeng.
Our
discussion includes forward-looking statements based upon current expectations
that involve risks and uncertainties, such as our plans, objectives,
expectations and intentions. Actual results and the timing of events could
differ materially from those anticipated in these forward-looking statements as
a result of a number of factors, including those set forth under the Risk
Factors, Cautionary Notice Regarding Forward-Looking Statements and Business
sections in this 8-K. We use words such as “anticipate,” “estimate,” “plan,”
“project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,”
“will,” “should,” “could,” and similar expressions to identify forward-looking
statements.
COMPANY
OVERVIEW
Kobe
Sport, operating through its PRC subsidiary, Hengfeng, designs, develops, and
manufactures “Kobe” brand shoes, sportswear and accessories in Jinjiang city,
Fujian province. Around 50% of the shoes are produced by Hengfeng internally,
while the clothes and accessories are outsourced to subcontractors. The Company
incorporates innovate value-adding technology into its products, such as
perspiration absorption system, 3D ventilation system and polyurethane
anti-crease system to satisfy the demands and taste of target consumers. The
Company holds a valuable chain of 869 stores over the whole country in 2009. The
Company targets to increase the number of stores by at least 20% each year
within the coming five years, and both the turnover and net profit would be
increased in the same line as the number of stores.
22
The main
focus of the Company is on second and third-tier cities with trendy consumers
and professional athletes. The targeted customers are those within 15-45 year
olds, who are secondary school and university students that have a taste for
fashion and those middle-aged individuals that have a high purchase power and
preference for quality. Their products are middle-ranged priced for
professionals and functional sporting goods with high technical
content.
The
principal factor affecting our financial performance is the size of our sales
network. The market demand is so material that the increase of the number of
sales points within our sales network can proportionally raise up our turnover
and net profit. We plan to open more retail shops. They are mainly franchised
and only a few to be self owned. Our turnover and net profit can be increased in
line of the number of retail shops within our sales network.
RESULTS
OF OPERATIONS
Results of Operations For
The Nine Months Ended September 30, 2009 Compared to The Nine Months Ended
September 30, 2008
The
following tables set forth key components of our results of operations for the
periods indicated, in US dollars, and key components of our revenue for the
period indicated, in US dollars. The discussion following the table is based on
these unaudited results.
For the Nine Months Ended
September
30,
(Unaudited)
|
||||||||
2009
|
2008
|
|||||||
NET
REVENUES
|
$
|
59,161,504
|
$
|
45,936,542
|
||||
COST
OF SALES
|
(42,394,758
|
)
|
(32,898,106
|
)
|
||||
GROSS
PROFIT
|
16,766,746
|
13,038,436
|
||||||
OPERATING
EXPENSES:
|
||||||||
Selling
|
(1,731,892
|
)
|
(2,164,256)
|
|||||
General
and administrative
|
(1,483,933
|
)
|
(1,298,258)
|
|||||
Total
Operating Expenses
|
(3,215,825
|
)
|
(3,462,514
|
)
|
||||
INCOME
FROM OPERATIONS
|
13,550,921
|
9,575,922
|
||||||
OTHER
INCOME (EXPENSE):
|
||||||||
Interest
income
|
25,999
|
71,701
|
||||||
Interest
expense
|
(78,081
|
)
|
(94,863
|
)
|
||||
Total
Other Income (Expense)
|
(52,082
|
)
|
(23,162
|
)
|
||||
INCOME
BEFORE INCOME TAXES
|
13,498,839
|
9,552,760
|
||||||
INCOME
TAX EXPENSE
|
(3,390,209
|
)
|
(2,397,218)
|
|||||
INCOME
BEFORE MINORITY INTEREST
|
$
|
10,108,630
|
$
|
7,155,542
|
||||
MINORITY
INTEREST
|
|
(606,518)
|
(429,332)
|
|||||
NET
INCOME:
|
9,502,112
|
6,726,210
|
||||||
OTHER
COMPREHENSIVE INCOME:
|
||||||||
Unrealized
foreign currency translation gain
|
20,375
|
1,029,189
|
||||||
COMPREHENSIVE
INCOME
|
$
|
9,522,487
|
$
|
7,755,399
|
Net
Revenue:
Net
revenue increased by $13,224,962 or 28.8%, from $45,936,542 for the nine months
ended September 30, 2008 to $59,161,504 for the nine months ended September 30,
2009. Our overall net revenue increased because the sales network of
our company increased from 730 franchised retail shops in 2008 to 869 franchised
shops in 2009.
Cost of sales:
Cost of
sales increased by $9,496,652, or 28.9%, from $32,898,106 for the nine months
ended September 30, 2008 to US$42,394,758 for the nine months ended September
30, 2009. The increase in cost of sales is in line of the increase in
revenue as mentioned above.
23
Gross profit:
Gross
profit increased by $3,728,310, or 28.6%, from $13,038,436 for the nine months
ended September 30, 2008 to US$16,766,746 for the nine months ended September
30, 2009. The increase in gross profit is in line of the increase in
revenue as mentioned above. The gross profit margin is kept as compared these
two periods.
Operating
Expenses:
Operating
expenses were $3,462,514 for the nine months ended September 30, 2008, compared
to $3,215,825 for the nine months ended September 30, 2009. Due to
tight control in operating costs, the operating expenses in 2009 can be kept
comparable to 2008 even though there is an increase in revenue in
2009.
Income
from Operations:
Income
from operation were $9,575,922 for the nine months ended September 30, 2008,
compared to $13,550,921 for the nine months ended September 30,
2009. The increase of $3,974,999, or 41.5%, was primarily the result
of increased in gross profit. Our income from operations increased because we
increased our revenue at a greater rate than our expenses from operations
increased.
Minority
interests
Minority
interests were US$429,332 for the nine months ended September 30, 2008, compared
to $606,518 for the nine months ended September 30, 2009. The
increase of $177,186, or 41.2%, was primarily the result of increased in income
before minority interest. It is calculated as the 6% share of the income before
minority interest for the current period.
Net
Income:
Net
income was US$6,726,210 for the nine months ended September 30, 2008, compared
to $9,502,112 for the nine months ended September 30, 2009, an increase of
$2,775,902 or 41.3%. Our net income increased because our revenues
increased.
Results of Operations for
the Year ended December 31, 2008 Compared to the Year ended December 31,
2007
The
following tables set forth key components of our results of operations for the
periods indicated, in US dollars, and key components of our revenue for the
period indicated, in US dollars. The discussion following the table is based on
these results.
For the Years Ended
|
For the Years Ended
|
|||||||
December 31,
|
December 31,
|
|||||||
2008
|
2007
|
|||||||
(audited)
|
(audited)
|
|||||||
NET
REVENUES
|
$ | 63,406,121 | $ | 47,575,629 | ||||
COST
OF SALES
|
(45,463,469 | ) | (34,531,274 | ) | ||||
GROSS
PROFIT
|
17,942,652 | 13,044,355 | ||||||
OPERATING
EXPENSES:
|
||||||||
Selling
|
(2,932,230 | ) | (2,194,606 | ) | ||||
General
and administrative
|
(1,742,675 | ) | (1,412,397 | ) | ||||
Total
Operating Expenses
|
(4,674,905 | ) | (3,607,003 | ) | ||||
INCOME
FROM OPERATIONS
|
13,267,747 | 9,437,352 | ||||||
OTHER
INCOME (EXPENSE):
|
||||||||
Interest
income
|
77,603 | 85,458 | ||||||
Interest
expense
|
(129,624 | ) | (208,393 | ) | ||||
Total
Other Income (Expense)
|
(52,021 | ) | (122,935 | ) | ||||
INCOME
BEFORE INCOME TAXES
|
13,215,726 | 9,314,417 | ||||||
INCOME
TAX EXPENSE
|
(3,316,035 | ) | (2,258,947 | ) | ||||
INCOME
BEFORE MINORITY INTEREST
|
$ | 9,899,691 | $ | 7,055,470 | ||||
MINORITY
INTEREST
|
(593,981 | ) | (423,328 | ) | ||||
NET
INCOME:
|
9,305,710 | 6,632,142 | ||||||
OTHER
COMPREHENSIVE INCOME:
|
||||||||
Unrealized
foreign currency translation gain
|
1,0000,295 | 653,657 | ||||||
COMPREHENSIVE
INCOME
|
$ | 10,306,005 | $ | 7,285,799 |
24
Net
Revenue:
Net
revenue increased by $15,830,492 or 33.3%, from $47,575,629 for the year ended
December 31, 2007 to US$63,406,121 for the year ended December 31,
2008. Our overall net revenue increased because the sales network of
our company increased from 600 franchised retail shops in 2007 to 730 franchised
shops in 2008.
Cost of sales:
Cost of
sales increased by $10,932,195, or 31.7%, from $34,531,274 for the year ended
December 31, 2007 to US$45,463,469 for the year ended December 31,
2008. The increase in cost of sales is in line of the increase in
revenue as mentioned above.
Gross profit:
Gross
profit increased by $4,898,297, or 37.6%, from $13,044,355 for the year ended
December 31, 2007 to US$17,942,652 for the year ended December 31,
2008. The increase in gross profit is more than the increase in
revenue as mentioned above. The gross profit margin for year 2008 was about 28%,
which was increased by 3.8% as compared to 27% for year 2007.This is due to
slight reduction in raw material costs for the year.
Operating
Expenses:
Operating
expenses were $3,607,003for the year ended December 31, 2007, compared to
$4,674,905 for the year ended December 31, 2008. Due to tight control
in operating costs, the operating expenses in 2008 was increased by 29.6% as
compared to 2007 which is in a lesser extent than the increase in revenue for
these two years as mentioned above.
Income
from Operations:
Income
from operation was $9,437,352 for the year ended December 31, 2007, compared to
$13,267,747 for the year ended December 31, 2008. The increase of
$3,830,395, or 40.6%, was primarily the result of increased in gross profit. Our
income from operations increased because we increased our revenue at a greater
rate than our expenses from operations increased.
Minority
interests
Minority
interests were US$423,328 for the year ended December 31, 2007, compared to
$593,981 for the year ended December 31, 2008. The increase of
$170,653, or 40.3%, was primarily the result of increased in income before
minority interest. It is calculated as the 6% share of the income before
minority interest for the current period.
Net
Income:
Net
income was US$6, 632,142 for the year ended December 31, 2007, compared to
$9,305,710 for the year ended December 31, 2008, an increase of $2,673,568 or
40.3%. Our net income increased because our revenues
increased.
LIQUIDITY
AND CAPITAL RESOURCES
As of
September 30, 2009, our balance of cash and cash equivalents was $14,437,419.
As of December 31, 2008, our balance of cash and cash equivalents
was $7,400,057, comparing to $9,162,171 as of December 31, 2007. These funds
were located in financial institutions located in China.
The
primary uses of cash have been for selling and marketing expenses, employee
compensation, research and development expenses and working capital. All funds
received have been expended in the furtherance of growing the business,
establishing brand portfolios, and used for the repayment of loans payable and
acquisition payables.
The
Company currently generates its cash flow through operations which it believes
will be sufficient to sustain current level operations for at least the next
twelve months.
25
Quantitative
and Qualitative Disclosures about Market Risk
Interest Rates. Our exposure
to market risk for changes in interest rates relates primarily to our short-term
investments and short-term obligations; thus, fluctuations in interest rates
would not have a material impact on the fair value of these securities. At
September 30, 2009, we had approximately $14,437,419 in cash and cash
equivalents. A hypothetical 10% increase or decrease in interest rates
would not have a material impact on our earnings or loss, or the fair market
value or cash flows of these instruments.
Foreign Exchange Rates. All
of those revenues derived and expenses and liabilities incurred are in Renminbi
(the currency of the PRC). Thus, the revenues and operating results would not be
impacted by exchange rate fluctuations in the currency of Renminbi.
Off-Balance Sheet
Arrangements
We do not
have any off-balance sheet arrangements, financings, or other relationships with
unconsolidated entities or other persons, also known as “special purpose
entities” (SPEs).
MANAGEMENT
Appointment
of New Directors and Officers
At the
Closing Date of the Exchange Agreement, Thomas A. Rose and Marc J. Ross resigned
as the officers of the Company and Qionglin Lin, Mendoza Anding Lin and Tommy Lo
were appointed as the new officers of the Company. In addition, Thomas A. Rose,
Marc J. Ross and Darrin M. Ocasio have resigned as the directors of the Company
and Mendoza Anding Lin, Qionglin Lin and Aling Lin have been appointed as the
new directors of the Company upon effectiveness of an information statement
required by Rule 14f-1 promulgated under the Exchange
Act.
The
following table sets forth the names, ages, and positions of our new executive
officer and director. Executive officers are elected annually by our Board of
Directors. Each executive officer holds his office until he resigns,
is removed by the Board, or his successor is elected and
qualified. Directors are elected annually by our stockholders at the
annual meeting. Each director holds his office until his successor is
elected and qualified or his earlier resignation or removal.
Name
|
Age
|
Position
|
||
Mendoza
Anding Lin
|
33
|
President,
CEO and Chairman
|
||
Qionglin
Lin
|
41
|
General
Manager and Director
|
||
Aling
Lin
|
23
|
Director
|
||
Wing
Sang Tommy Lo
|
43
|
Chief
Financial Officer
|
||
Wenwei
Yuan
|
46
|
Vice
General Manager
|
||
Yongchun
Lai
|
30
|
Finance
Manager
|
||
Liping
Cai
|
38
|
Sales
& Operation Manager
|
||
Mingzhong
Lin
|
42
|
Product
Department Manager
|
||
Dong
Shen
|
39
|
Administration
Manager
|
A brief
biography of each officer and director is more fully described in Item
5.02(c). The information therein is hereby incorporated in this
section by reference.
Employment
Agreements
We
currently do not have employment agreement with any our directors and executive
officers.
Family
Relationships
Mendoza
Anding Lin and Qionglin Lin are brothers. Except as stated above, there are no
family relationships between any of our directors or executive officers and any
other directors or executive officers.
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. Except as set forth in our discussion below in “Certain
Relationships and Related Transactions,” 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.
26
Code
of Ethics
Currently
we do not have a code of ethics that applies to our officers, employees and
directors.
EXECUTIVE
COMPENSATION
Mondo
Executive Compensation Summary
The
following table sets forth all cash compensation paid by Mondo, for the year
ended December 31, 2009 and 2008. The table below sets forth the
positions and compensations for each officer and director of the
Company.
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan Compensation ($)
|
Non-Qualified
Deferred Compensation Earnings
($)
|
All
Other Compensation
($)
|
Totals
($)
|
|||||||||||||||||||||||||
Thomas
A. Rose, President and Director (1)
|
2009
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
$
|
0
|
|||||||||||||||||||||||
2008
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
$
|
0
|
||||||||||||||||||||||||
Marc
J. Ross, Secretary and Director (1)
|
2009
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
$
|
0
|
|||||||||||||||||||||||
2008
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
$
|
0
|
||||||||||||||||||||||||
Darrin
M. Ocasio Director (1)
|
2009
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
$
|
0
|
|||||||||||||||||||||||
2008
|
$
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
$
|
0
|
(1)
|
On
the closing of the Share Exchange, Thomas A. Rose and Marc J. Ross
resigned as the officers of the Company effective immediately. In
addition, Thomas A. Rose, Marc J. Ross and Darrin M. Ocasio have resigned
as the directors of the Company effective ten (10) days following the
filing and mailing of a Schedule
14f-1.
|
No
retirement, pension, profit sharing, stock option or insurance programs or other
similar programs have been adopted by the Company for the benefit of its
employees.
Our
directors will not receive a fee for attending each board of directors meeting
or meeting of a committee of the board of directors. All directors will be
reimbursed for their reasonable out-of-pocket expenses incurred in connection
with attending board of director and committee meetings.
Hengfeng
Executive Compensation Summary
The table
below sets forth the positions and compensations for each officer and director
of Hengfeng, for the year ended December 31, 2009 and 2008.
Name
|
Title
|
12/31/2009 Fiscal Year
Annual Salary (US$)
|
12/31/2008 Fiscal Year
Annual Salary (US$)
|
|||||||
Qionglin
Lin
|
General
Manager and Director
|
$
|
30,664
|
$
|
28,940
|
|||||
Mendoza
Anding Lin
|
President
and Chairman
|
$
|
28,907
|
$
|
26,925
|
|||||
Aling
Lin
|
Director
|
$
|
5,397
|
$
|
--
|
|||||
Wenwei
Yuan
|
Vice
General Manager
|
$
|
24,590
|
$
|
22,462
|
|||||
Yongchun
Lai
|
Finance
Manager
|
$
|
10,956
|
$
|
6,436
|
|||||
Mingzhong
Lin
|
Product
Department Manager
|
$
|
25,468
|
$
|
23,325
|
|||||
Liping
Cai
|
Sales
& Operation Manager
|
$
|
17,564
|
$
|
17,278
|
|||||
Wenwei
Yuan
|
Vice
General Manager
|
$
|
24,590
|
$
|
22,462
|
27
PRINCIPAL
STOCKHOLDERS
Pre-Share
Exchange
The
following table sets forth certain information regarding our securities
beneficially owned for (i) each stockholder known to be the beneficial owner of
more than 5% of Mondo’s outstanding shares of commons tock, (ii) each executive
officer and director, and (iii) all executive officers and directors as a group,
on a pro forma basis prior to the Closing of the Share
Exchange.
Name
and Address
|
Amount
and Nature of Beneficial Ownership
|
Percentage
of Class
|
||
Mondo
Management Corp. (1)
61
Broadway, 32nd
Floor
New
York, NY 10006
|
1,000,000
|
100%
|
||
Thomas
A. Rose
61
Broadway, 32nd
Floor
New
York, NY 10006
|
0
|
0%
|
||
Marc
J. Ross
61
Broadway, 32nd
Floor
New
York, NY 10006
|
0
|
0%
|
||
Darrin
M. Ocasio
61
Broadway, 32nd
Floor
New
York, NY 10006
|
0
|
0%
|
||
All
Officers and Directors as a group (3 individuals)
|
0
|
0%
|
(1)
|
Gregory
Sichenzia, Marc J. Ross, Richard A. Friedman, Michael Ference, Thomas A.
Rose, Jeffrey Fessler and Darrin M. Ocasio have shared voting and
dispositive power over the shares of common stock held by Mondo Management
Corp.
|
Post-Share
Exchange
The
following table sets forth certain information regarding our securities
beneficially owned on the Closing Date, for (i) each stockholder known to be the
beneficial owner of more than 5% of Mondo’s outstanding shares of common stock,
(ii) each executive officer and director, and (iii) all executive officers and
directors as a group.
Name
and Address of Beneficial Owner (1)(2)
|
Amount
and Nature of Beneficial Ownership
|
Percent
of Class (3)
|
||
Mendoza
Anding Lin (4)
|
6,300,000
|
63%
|
||
Worldluck
Holdings Limited (5)
|
1,800,000
|
18%
|
||
Qionglin
Lin
|
0
|
0
|
||
Aling
Lin
|
0
|
0
|
||
Tommy
Lo (6)
|
0
|
0
|
||
All
Executive Officers and Directors as a group (4 persons)
|
6,300,000
|
63%
|
(1)
|
Unless
otherwise indicated, the persons or entities identified herein have sole
voting and investment power with respect to the shares shown as
beneficially held by them, subject to community property laws where
applicable.
|
(2)
|
Except
as otherwise stated, the address is Yangdai Village,
Chendai County, Jinjiang City, Fujian Province, People’s Republic of
China.
|
(3)
|
Applicable
percentage of ownership is based on 10,000,000 shares of common stock
issued and outstanding after the Share Exchanges. Beneficial ownership is
determined in accordance with the rules of the Securities and Exchange Act
of 1934 and generally includes voting or investment power with respect to
such securities. Common stock subject to securities exercisable for or
convertible into common stock that are currently exercisable or
exercisable within sixty (60) days are deemed to be beneficially owned by
the person holding such options, warrants, rights, conversion privileges
or similar obligations, for the purpose of computing the percentage of
ownership of such person, but are not treated as outstanding for the
purpose of computing the percentage ownership of any other
person.
|
(4)
|
Mr.
Lin owns 70% of the issued and outstanding shares of Kobe Sport. These
6,300,000 shares were issued to Mr. Lin pursuant to the Exchange Agreement
at the closing of the Share
Exchange.
|
28
(5)
|
Worldluck
Holdings Limited (“Worldluck”) owns 20% of the issued and outstanding
shares of Kobe Sport. These 1,800,000 shares were issued to Worldluck
pursuant to the Exchange Agreement at the closing of the Share Exchange.
Yan Sui William Hui is the sole director of Worldluck and therefore has
voting and control power over the shares held by
Worldluck.
|
(6)
|
Mr.
Lo serves as CFO of Hengfeng in connection with the reverse acquisition
process pursuant to certain Financial Advisor Agreement between Hengfeng
and TimeRich Capital Consulting Limited where Mr. Lo is the Director,
dated November 1, 2009. Mr. Lo previously received 100,000 HK dollars as
compensation and shall receive certain amount of shares from the public
company equal to 700,000 HK
dollars.
|
DESCRIPTION
OF SECURITIES
The
Company is authorized to issue 40,000,000 shares of common stock, par value
$0.001 per share and 10,000,000 shares of preferred stock, par value $0.001 per
share. At the Closing of the Share Exchange, 10,000,000 shares of common stock
were issued and outstanding.
(a) Common Stock. Subject
to preferences that may apply to shares of preferred stock outstanding at the
time, the holders of outstanding shares of common stock are entitled to receive
dividends out of assets legally available therefore at times and in amounts as
our board of directors may determine. Each stockholder is entitled to one vote
for each share of common stock held on all matters submitted to a vote of the
stockholders. Cumulative voting is not provided for in our amended articles of
incorporation, which means that the majority of the shares voted can elect all
of the directors then standing for election. The common stock is not entitled to
preemptive rights and is not subject to conversion or redemption. Upon the
occurrence of a liquidation, dissolution or winding-up, the holders of shares of
common stock are entitled to share ratably in all assets remaining after payment
of liabilities and satisfaction of preferential rights of any outstanding
preferred stock. There are no sinking fund provisions applicable to the common
stock. The outstanding shares of common stock are, and the shares of common
stock to be issued upon exercise of the Warrants will be, fully paid and
non-assessable.
(b) Preferred Stock. The
Board of Directors is empowered to designate and issue from time to time one or
more classes or series of preferred stock and to fix and determine the relative
rights, preferences, designations, qualifications, privileges, options,
conversion rights, limitations and other special or relative rights of each such
class or series so authorized. Such action could adversely affect the voting
power and other rights of the holders of the Company’s capital shares or could
have the effect of discouraging or making difficult any attempt by a person or
group to obtain control of the Company.
(c) Warrants and
Options. We currently do not have any warrants or options
issued and outstanding.
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our
securities have not been quoted or listed for trading on the Over-The-Counter
Bulletin Board (“OTCBB”) or on any stock exchange.
Holders
As of the
date hereof, after the close of the Share Exchange, 10,000,000 shares of
common stock are issued and outstanding. There are 5 shareholders of
our common stock.
Dividend
Policy
Since
inception we have not paid any dividends on our common stock. We currently do
not anticipate paying any cash dividends in the foreseeable future on our common
stock. Although we intend to retain our earnings, if any, to finance the
exploration and growth of our business, our Board of Directors will have the
discretion to declare and pay dividends in the future. Payment of dividends in
the future will depend upon our earnings, capital requirements, and other
factors, which our Board of Directors may deem
relevant.
Penny
Stock
If we are
able to obtain a listing of our securities on a national securities exchange, we
may be subject in the future to the SEC’s “penny stock” rules if our securities
sell below $5.00 per share. Penny stocks generally are equity securities with a
price of less than $5.00. The penny stock rules require broker-dealers to
deliver a standardized risk disclosure document prepared by the SEC which
provides information about penny stocks and the nature and level of risks in the
penny stock market. The broker-dealer must also provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson, and monthly account statements showing the
market value of each penny stock held in the customer’s account. The bid and
offer quotations, and the broker-dealer and salesperson compensation information
must be given to the customer orally or in writing prior to completing the
transaction and must be given to the customer in writing before or with the
customer’s confirmation.
29
In
addition, the penny stock rules require that prior to a transaction, 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
agreement to the transaction. The penny stock rules are burdensome and may
reduce purchases of any offerings and reduce the trading activity for our
securities. As long as our securities are subject to the penny stock rules, the
holders of such securities may find it more difficult to sell their
securities.
Equity
Compensation Plan Information
None.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Mondo
Acquisition III, Inc.
Thomas A.
Rose, President and Director, is a partner at Sichenzia Ross Friedman Ference
LLP, an entity providing legal services to the Company. The Company recorded the
fair value of such legal services to reflect all the costs of doing business in
the Company’s financial statements.
Marc J.
Ross, Secretary and Director of the Company, is a partner at Sichenzia Ross
Friedman Ference LLP, an entity providing legal services to the Company. The
Company recorded the fair value of such legal services to reflect all the costs
of doing business in the Company’s financial statements.
Darrin M.
Ocasio, Director of the Company, is a partner at Sichenzia Ross Friedman Ference
LLP, an entity providing legal services to the Company. The Company recorded the
fair value of such legal services to reflect all the costs of doing business in
the Company’s financial statements.
The
Company utilizes the office space and equipment of its officers and directors at
no cost. Management estimates such costs to be immaterial.
None of
our directors is independent as defined under the Nasdaq Marketplace
Rules.
Kobe
Sport (International) Company Limited and its subsidiaries
As of
December 31, 2008 and 2007, the Company had advances from Fujian Kobe Sports
Goods Co., Ltd. (“Fujian Kobe”) for a total of $399,438 and $505,846,
respectively. Fujian Kobe is owned by Mr. Anding Lin, the President
of Hengfeng, who holds 70% of Kobe Sport’s total shares. As of September 30,
2009, the Company had advances from Mr. Anding Lin for a total of $647,240. The
above amounts due to related parties were non-interest bearing, unsecured and
without fixed repayment date.
Fujian
Jinjiang Chenli Yangli Hengfeng Shoe-making Factory (the 6% minority shareholder
of Hengfeng) provided guarantees for the Company’s short-term bank loan of
$175,720 and $175,578 as of September 30, 2009 and December 31, 2008,
respectively.
Reorganization Related
Transactions
Kobe
Sport was incorporated with limited liability on September 25, 2009 under the
International Business Companies Act in the British Virgin Islands and owns a
100% issued and outstanding capital stock of Nam Kwong. Hengfeng is a
sino-foreign joint stock limited liability company established in the PRC. On
December 4, 2009, Hengfeng underwent reorganization. Before the reorganization,
Hengfeng had been owned as to 94% by Nam Kwong Trading Co. (“Nam Kwong
Unincorporated”, an unincorporated company registered in Hong Kong) and 6% by
another unrelated minority shareholder, which is a company registered in the
PRC, according to their respective capital contribution. Pursuant to the
reorgnization, Nam Kwong Unincorporated transferred the 94% interest in Hengfeng
held by it to Nam Kwong. As a result, through Nam Kwong, Kobe owns 94% interest
in Hengfeng.
Both
before and after the reorganization, Nam Kwong Unincorporated, Nam Kwong and
Kobe have all been beneficially owned and controlled by Mr. Anding Lin, who is
also the President of Hengfeng.
30
Other
than the above, none of the following persons has any direct or indirect
material interest in any transaction to which we are a party since our
incorporation or in any proposed transaction to which we are proposed to be a
party:
(A)
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Any
of our directors or officers;
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(B)
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Any
proposed nominee for election as our
director;
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(C)
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Any
person who beneficially owns, directly or indirectly, shares carrying more
than 10% of the voting rights attached to our common stock;
or
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(D)
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Any
relative or spouse of any of the foregoing persons, or any relative of
such spouse, who has the same house as such person or who is a director or
officer of any parent or subsidiary of our
company.
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LEGAL
PROCEEDINGS
Currently
there are no legal proceedings pending or threatened against us. However, from
time to time, we may become involved in various lawsuits and legal proceedings
which arise in the ordinary course of business. 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.
INDEMNIFICATION
OF OFFICERS AND DIRECTORS
Section
145 of the Delaware General Corporation Law authorizes a court to award, or a
corporation’s board of directors to grant, indemnity to directors and officers
in terms sufficiently broad to permit such indemnification under certain
circumstances for liabilities (including reimbursement for expenses incurred)
arising under the Securities Act.
Our
certificate of incorporation provides that we shall indemnify our directors to
the full extent permitted by the provisions of Section 102(b)(7) and Section 145
of the Delaware General Corporation Law (the “DGCL”) as the same may be amended
and supplemented. Section 102(b)(7) of the DGCL, relating to indemnification is
hereby incorporated herein by reference. Notwithstanding the above, our
certificate of incorporation provides that a director shall be liable to the
extent provided by applicable law, (i) for breach of the director’s duty of
loyalty to us; (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the DGCL, or (iv) for any transaction from which the director derived an
improper personal benefit.
At
present, there is no pending litigation or proceeding involving any of our
director, officer or employees in which indemnification is sought, nor are we
aware of any threatened litigation that may result in claims for
indemnification.
Item 3.02 Unregistered Sales of Equity
Securities.
Pursuant
to the Exchange Agreement, on February 12, 2010, we issued 9,000,000 shares of
common stock to individuals and entities as designated by the Kobe Sport
Shareholders in exchange for 100% of the outstanding shares of Kobe
Sport. Such
securities were not registered under the Securities Act. These
securities qualified for exemption under Regulation S and Section 4(2) of the
Securities Act since the issuance securities by us did not involve a public
offering. The offering was not a “public offering” as defined in Section 4(2)
due to the insubstantial number of persons involved in the deal, size of the
offering, manner of the offering and number of securities offered. We did not
undertake an offering in which we sold a high number of securities to a high
number of investors. In addition, these shareholders had the necessary
investment intent as required by Section 4(2) since they agreed to and received
share certificates bearing a legend stating that such securities are restricted
pursuant to Rule 144 of the Securities Act. This restriction ensures that these
securities would not be immediately redistributed into the market and therefore
not be part of a “public offering.” Based on an analysis of the above factors,
we have met the requirements to qualify for exemption under Section 4(2) of the
Securities Act for this transaction.
Item 5.01 Changes in Control of
Registrant.
As
explained more fully in Item 2.01, in connection with the Exchange Agreement, on
February 12, 2010, we issued 9,000,000 shares of common stock to
individuals and entities as designated by Kobe Sport in exchange for 100% of the
outstanding shares of Kobe Sport to us. As such, immediately
following the Share Exchange, the individuals and entities designated by Kobe
Sport hold approximately 90% of the total voting power of our common stock
entitled to vote.
In
connection with the Closing of the Share Exchange, and as explained more fully
in the above Item 2.01 under the section titled “Management” and below in Item
5.02 of this Current Report on Form 8-K, Thomas A. Rose and Marc J. Ross
resigned as the officers of the Company and Qionglin Lin, Mendoza Anding Lin and
Tommy Lo were appointed as the new officers of the Company, effective
immediately at the Closing. In addition, Thomas A. Rose, Marc J. Ross and Darrin
M. Ocasio have resigned as the directors of the Company and Mendoza Anding Lin,
Qionglin Lin and Aling Lin have been appointed as the new directors of the
Company upon effectiveness of an information statement required by Rule 14f-1
promulgated under the Exchange Act.
31
Item 5.02 Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal
Officers.
(a) Resignation
of Director and Officer
Subject
to the effectiveness of an information statement required by Rule 14f-1
promulgated under the Exchange Act, Thomas A. Rose, Marc J. Ross and Darrin M.
Ocasio have resigned as the members of our board of directors. On the Closing
Date, Thomas A. Rose resigned as our President and Marc J. Ross resigned as our
Secretary, effective immediately. There were no disagreements between Thomas A.
Rose, Marc J. Ross, Darrin M. Ocasio and the Company.
(b) Appointment
of Directors and Officers
The
following persons were appointed as our officers and director at the
Closing:
Name
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Age
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Position
|
||
Mendoza
Anding Lin
|
33
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President,
CEO and Chairman (1)
|
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Qionglin
Lin
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41
|
General
Manager and Director (1)
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Aling
Lin
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23
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Director
(1)
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Wing
Sang Tommy Lo
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43
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Chief
Financial Officer
|
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Wenwei
Yuan
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46
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Vice
General Manager
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Yongchun
Lai
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30
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Finance
Manager
|
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Liping
Cai
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38
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Sales
& Operation Manager
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Mingzhong
Lin
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42
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Product
Department Manager
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||
Dong
Shen
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39
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Administration
Manager
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(1) These individuals'
appointments as Directors will be effective upon 10 days following the filing
and mailing of the Schedule 14f-1.
The
business background descriptions of the newly appointed directors and officers
are as follows:
Mendoza
Anding Lin, President, CEO and Chairman
Mr. Lin
is the President of Heng Feng Shoes & Clothing Co., Ltd. at Jinjiang City,
Fujian Province since 2009. Previously he served as the General Manager of a
foreign trade company in Hong Kong from 2001 to 2003. He was also the General
Manager of Chaoba Shoe Material Co., Ltd. at Quanzhou City, Fujian Province from
1999 to 2001. Mr. Lin graduated from Huaqiao University (Quanzhou) with a
bachelor’s degree in 2000.
Qionglin
Lin, General Manager and Director
Mr. Lin
is the General Manager of Heng Feng Shoes & Clothing Co., Ltd. at Jinjiang
City, Fujian Province since 2003. Mr. Lin served as the General Manager of
Hengchao Shoes Co., Ltd. at Quanzhou City, Fujian Province from 2001 to 2003.
Before that, he was the factory manager of Hengfeng Shoes Manufacturing Factory
from 1990 to 2000. Mr. Lin graduated from Huaqiao University (Quanzhou) with a
bachelor’s degree in 1993.
Aling
Lin, Board Director
Ms. Lin
is a board director and cashier of Heng Feng Shoes & Clothing Co., Ltd. at
Jinjiang City, Fujian Province since 2007. She previously served as an account
in Heng Feng from 2006 to 2007. Ms. Lin graduated from National Institute of
Technology, School of Beijing with a bachelor’s degree in 2007.
Wing
Sang Tommy Lo, Chief Financial Officer
Mr. Lo is
the Chief Financial Officer of Heng Feng Shoes & Clothing Co., Ltd. at
Jinjiang City, Fujian Province since November 2009. Before that, he served as
the Chief Financial Officer and Vice President in Finance (Group Accounts) and
the Group Company Secretary in a Singapore listed company and a Hong Kong listed
company respectively. He is a member of the Hong Kong Institute of Certified
Public Accountants, the Association of Chartered Certified Accountants, the
Institute of Chartered Secretaries and Administrators, the Hong Kong Institute
of Company Secretaries and a Certified Public Accountant in Hong Kong. He has
more than 20 years experience in accounting. He graduated from City University
of Hong Kong with a bachelor’s degree in Accountancy.
Wenwei
Yuan, Vice General Manager
Mr. Yuan
is the Vice General Manager of Heng Feng Shoes & Clothing Co., Ltd. at
Jinjiang City, Fujian Province since 2003. Mr. Yuan served as General Manager of
Zhengyi Sporting Products Co., Ltd., a subsidiary of Zhengda Group in Fujian
Province from 2000 to 2003. He was also the General Manager of Aolin Champion
Sports Ltd. from 1995 to 2000 and a Chinese delegation official of the 12th
Federation International Basketball Association from 1993 to 1995. He graduated
from Beijing Sport University with a bachelor’s degree in 1988.
32
Yongchun
Lai, Finance Manager
Mr. Lai
is the Finance Manager of Heng Feng Shoes & Clothing Co., Ltd. at Jinjiang
City, Fujian Province since 2006. Before that, he served as the Financial
Manager at Xing Quan Shoes & Plastics Co., Ltd. from 2004 to 2006. He was
also an accountant at Heng Chao Shoes Co., Ltd. from 2001 to 2004. He graduated
from PLA Military Economics Academy in Wuhan with a bachelor’s degree in
2003.
Liping
Cai, Sales & Operation Manager
Ms. Cai
is the Sales & Operation Manager of Heng Feng Shoes & Clothing Co., Ltd.
at Jinjiang City, Fujian Province since 2007. Ms. Cai was the General Manager in
Marketing Development at Anta Sports Co., Ltd. at Jinjiang City, Fujian Province
from 1997 to 2007. Before that, she served as the Sales Manager at Zhengda Shoes
Co., Ltd. in Quanzhou City, Fujian Province from 1992 to 1997. She graduated
from Zhejiang GongShang University with a marketing bachelor’s degree in
1995.
Mingzhong
Lin, Product Department Manager
Mr. Lin
is the Product Department Manager of Heng Feng Shoes & Clothing Co., Ltd. at
Jinjiang City, Fujian Province since 2003. Previously, Mr. Lin served as the
Manufacture Manager of Heng Chao Shoes Co., Ltd., at Jinjiang City, Fujian
Province from 2001 to 2003. He was also an Assistant Factory Manager at Heng
Feng Shoes Manufacturing Factory at Jinjiang City, Fujian Province from 1990 to
2000. He graduated from Liming Vocational University (Quanzhou) with a
bachelor’s degree in 1990.
Dong
Shen, Administration Manager
Mr. Shen
is the Administration Manager of Heng Feng Shoes & Clothing Co., Ltd. at
Jinjiang City, Fujian Province since 2004. Previously he served as an
Administrative Assistant at Chaoba Shoes Material Co., Ltd. from 1999 to 2004.
Mr. Shen graduated from Xihua University with a bachelor’s degree in
1996.
(c)
Family Relationships
Mr.
Qionglin Lin and Mr. Mendoza Anding Lin are brothers. Except as stated above,
there are no family relationships between the officers or directors of the
Company.
(d)
Employment Agreements of the Executive Officers
We
currently did not enter into any employment agreement with our executive
officers.
Item 5.06Change In Shell Company
Status
As
explained more fully in Item 2.01 above, we were a “shell company” (as such term
is defined in Rule 12b-2 under the Exchange Act) immediately before the Closing
of the Share Exchange. As a result of the Share Exchange, Kobe Sport
became our wholly owned subsidiary and became our main operational
business. Consequently, we believe that the Share Exchange has caused
us to cease to be a shell company. For information about the Share
Exchange, please see the information set forth above under Item 2.01 of this
Current Report on Form 8-K which information is incorporated herein by
reference.
Item 9.01Financial Statement and
Exhibits.
(a)
Financial Statements of Business Acquired.
The
Audited Consolidated Financial Statements of Kobe Sport as of December 31, 2008
and 2007, and the Unaudited Consolidated Financial Statements of Kobe Sport as
of September 30, 2009 and 2008 are filed as Exhibit 99.1 to this current report
and are incorporated herein by reference.
(b)
Pro Forma Financial Information.
None.
(c)
Shell Company Transactions.
Reference
is made to Items 9.01(a) and 9.01(b) and the exhibits referred to therein
which are incorporated herein by reference.
33
(d)
Exhibits.
Exhibit
No.
|
Description
|
|
2.1
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Share
Exchange Agreement by and between the Company and Kobe Sport
(International) Company Limited, dated February 12,
2010
|
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3.1
|
Certificate
of Incorporation (1)
|
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3.2
|
By
Laws (1)
|
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99.1
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The
Audited Consolidated Financial Statements of Kobe Sport as of December 31,
2008 and 2007, and the Unaudited Consolidated Financial Statements of Kobe
Sport as of September 30, 2009 and
2008
|
(1)
Incorporated herein by reference to the Form 10 Registration Statement filed on
May 2, 2007.
34
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
MONDO
ACQUISITION III, INC.
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||
Date: February
12, 2010
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By:
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/s/
Mendoza Anding Lin
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Mendoza
Anding Lin
President
and CEO
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35