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EX-5.1 - CHINA US EVENTS CORP | v176082_ex5-1.htm |
EX-23.1 - CHINA US EVENTS CORP | v176082_ex23-1.htm |
Registration No. 333-158527 |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
(Amendment
No. 6)
China
US Events Corp.
(Name
of Small Business Issuer in its Charter)
Delaware
(State or
other jurisdiction of incorporation or organization)
7200
(Primary
Standard Industrial Classification Code Number)
26-4586043
(I.R.S.
Employer Identification Number)
Xiang Nan
Road No. 39 Building 6 #302
Pu Dong
District, Shanghai, China 200127
Telephone:
(86) 131672-51162
(Address,
including zip code, and telephone number, including area code,
of
Registrant's principal executive offices)
Hengyu
Liu, President
Xiang Nan
Road No. 39 Building 6 #302
Pu Dong
District, Shanghai, China 200127
Telephone:
(86) 131672-51162
(Name,
address, including zip code, and telephone number,
Including
area code, of agent for service)
Copies of
communications to:
Michael
S. Krome, Esq.
8 Teak
Court
Lake
Grove, New York 11755
Telephone
No.: (631) 737-8381
Facsimile
No.: (631) 737-8382
Approximate
date of commencement of proposed sale to the public: As soon as possible after
the effective date of this Registration Statement.
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. x
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act of 1933, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. o
Indicate
by check mark whether Registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See
definitions of “large accelerated filer,” “accelerated filer,” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer o
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Accelerated Filer o |
Non-accelerated
filer o
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Smaller reporting company x |
(Do
not check if a smaller reporting company)
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Calculation of Registration Fee
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||||||||||||||||
Proposed
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Proposed
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Amount
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Title
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Amount
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Maximum
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Maximum
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of
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||||||||||||
Of Securities
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to be
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Offering Price
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Aggregate
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Registration
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||||||||||||
To be Registered
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Registered
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Per Share
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Offering Price (1)
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Fee (1)
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||||||||||||
Common
Stock (1)
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2,000,000 | $ | 0.04 | $ | 80,000 | $ | 4.46 | |||||||||
Par
value $.0001
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||||||||||||||||
Per
share
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(1)
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Estimated
pursuant to Rule 457(o) under the Securities Act of 1933 solely for the
purpose of computing the amount of the registration
fee.
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The
Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
THE
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(A), MAY DETERMINE. WE MAY NOT SELL THESE SECURITIES UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE.
China
US Events Corp.
Up
to a Maximum of 2,000,000 Shares of Common Stock at $0.04 Per Share
No market
currently exists for our shares. We intend that the shares will be
quoted on the OTC Bulletin Board, but there is no assurance that we will be able
to obtain a listing for the shares. We are offering for sale a
maximum of 2,000,000 shares of our common stock in a self-underwritten offering
directly to the public at a price of $0.04 per share. We are offering
these securities on a “Best Efforts” basis and are not required to sell any
minimum amount of shares in our direct offering, and therefore no minimum amount
of proceeds will be raised. No arrangements have been made to place funds into
escrow or any similar account. If we are unsuccessful in
raising enough money as a result of this offering we may not be able to initiate
our business plan. We are offering the shares without any
underwriting discounts or commissions. The purchase price is $0.04
per share. If all 2,000,000 shares are not sold within 180 days from
the date hereof, (which may be extended an additional 90 days, in our sole
discretion), the offering for the balance of the shares will terminate and no
further shares will be sold. If all of the shares offered by us are
purchased, the gross proceeds to us will be $80,000. This is our
initial public offering and no public market currently exists for shares of our
common stock.
We intend
for our common stock to be sold by our officers and Directors. Such persons will
not be paid any commissions for such sales. We will pay all expenses
incurred in this offering.
Our
common stock is presently not traded on any public market or securities
exchange, and we have not applied for listing or quotation on any public
market.
THE
SECURITIES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE OF
RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE
HEADING “RISK FACTORS” BEGINNING ON PAGE 14.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS
APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
1
The
information in this prospectus is not complete and may be changed. This
prospectus is included in the registration statement that was filed by us with
the Securities and Exchange Commission. We may not sell these securities until
the registration statement becomes effective. This prospectus is not an offer to
sell these securities and is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted.
The
date of this prospectus is March 2, 2010
2
TABLE
OF CONTENTS
PROSPECTUS
SUMMARY
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5
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OUR
COMPANY
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5
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OUR
DIRECT PUBLIC OFFERING
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7
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THE
OFFERING
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8
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SELECTED
SUMMARY FINANCIAL DATA
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8
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RISK
FACTORS
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9
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RISKS
RELATING TO OUR COMPANY
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9
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RISKS
RELATING TO OUR COMMON STOCK
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15
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USE
OF PROCEEDS
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14
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PERCENT
OF NET PROCEEDS RECEIVED
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14
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DETERMINATION
OF OFFERING PRICE
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15
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DILUTION
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16
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|
OUR
BUSINESS
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16
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GENERAL
DEVELOPMENT
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16
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BUSINESS
SUMMARY AND BACKGROUND
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19
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EXISTING
OR PROBABLE GOVERNMENT REGULATIONS
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22
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EMPLOYEES
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22
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TRANSFER
AGENT
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22
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RESEARCH
AND DEVELOPMENT
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22
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DESCRIPTION
OF PROPERTY
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23
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MANAGEMENT'S
DISCUSSION
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23
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ANALYSIS
OR PLAN OF OPERATION
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23
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PLAN
OF OPERATION
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23
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GENERAL
WORKING CAPITAL
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26
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OTHER
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24
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RECENTLY
ISSUED ACCOUNTING PRONOUNCEMENTS
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24
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OFF-BALANCE
SHEET ARRANGEMENTS
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25
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INFLATION
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25
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MARKET
FOR COMMON EQUITY
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28
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RELATED
STOCKHOLDER MATTERS
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28
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MARKET
INFORMATION
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28
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SECURITY
HOLDERS
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28
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DIVIDEND
POLICY
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28
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Securities
Authorized Under Equity Compensation Plans
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29
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DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS,
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27
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CONTROL
PERSONS
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27
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3
DIRECTORS
AND EXECUTIVE OFFICERS
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27
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AUDIT
COMMITTEE AND FINANCIAL EXPERT
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27
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CODE
OF ETHICS
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27
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POTENTIAL
CONFLICTS OF INTEREST
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28
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INVOLVEMENT
IN CERTAIN LEGAL PROCEEDINGS
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28
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EXECUTIVE
COMPENSATION
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30
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SUMMARY
COMPENSATION TABLE
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30
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OPTION/SAR
GRANTS
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30
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LONG-TERM
INCENTIVE PLANS AND AWARDS
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30
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COMPENSATION
OF DIRECTORS
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30
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EMPLOYMENT
CONTRACTS, TERMINATION OF EMPLOYMENT,
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31
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CHANGE-IN-CONTROL
ARRANGEMENTS
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31
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CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
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30
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DIRECTOR
INDEPENDENCE
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30
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SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL
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OWNERS
AND MANAGEMENT
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32
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LEGAL
PROCEEDINGS
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31
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DESCRIPTION
OF SECURITIES
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31
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OUR
COMMON STOCK
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31
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OUR
PREFERRED STOCK
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32
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PLAN
OF DISTRIBUTION
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33
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OFFERING
PERIOD AND EXPIRATION DATE
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34
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PROCEDURES
FOR SUBSCRIBING
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35
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RIGHT
TO REJECT SUBSCRIPTIONS
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35
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UNDERWRITERS
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35
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REGULATION
M
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35
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SECTION
15(G) OF THE EXCHANGE ACT
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35
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CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
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36
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INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
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36
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LEGAL
MATTERS
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37
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EXPERTS
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37
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INTEREST
OF NAMED EXPERTS AND COUNSEL
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37
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AVAILABLE
INFORMATION
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37
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4
As used
in this prospectus, references to the “Company,” “we,” “our,” or “us” refer to
China US Events Corp.,
unless the context otherwise indicates.
A
Cautionary Note on Forward-Looking Statements
This
prospectus contains forward-looking statements, which relate to future events or
our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as “may,” “should,” “expects,”
“plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or
“continue” or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in the section entitled
“Risk Factors,” that may cause our or our industry’s actual results, levels of
activity, performance, or achievements to be materially different from any
future results, levels of activity, performance, or achievements expressed or
implied by these forward-looking statements.
While
these forward-looking statements, and any assumptions upon which they are based,
are made in good faith and reflect our current judgment regarding the direction
of our business, actual results will almost always vary, sometimes materially,
from any estimates, predictions, projections, assumptions or other future
performance suggested herein. Except as required by applicable law, including
the securities laws of the United States, we do not intend to update any of the
forward-looking statements to conform these statements to actual
results.
PROSPECTUS
SUMMARY
The
following summary highlights selected material information contained in this
prospectus. This summary does not contain all the information you should
consider before investing in the securities. Before making an investment
decision, you should read the entire prospectus carefully, including the “Risk
Factors” section, the financial statements, and the notes to the financial
statements.
OUR
COMPANY
We were
incorporated in Delaware on October 23, 2008, under the name Hengyu Liu
Corp. On February 23, 2009, we amended our Certificate of
Incorporation and changed our name to China US Events Corp.
Our
Business
We are
a developmental stage company. We are a company without revenues or operations;
we have limited assets of approximately $20,621 and have incurred losses
of $3,754 since inception. We are developing a website
(www.chinausevents.com) that will offer jet chartering and other travel related
services primarily to western business executives within China, to position
ourselves as a jet charter booking service for the western executive traveler
and the leisure traveler with jet chartering needs within Asia. Our
target market will be made up of business executives and leisure travelers that
would like to use our website for Asian jet charter booking, itinerary support,
relevant decision making information, pictures, toll free services, etc all in
one convenient place. We believe that the offering being conducted
will allow us to implement our business plan and attract clients. We
may not be able to raise the full $80,000 from this Offering and that even if we
are able to raise the entire amount, we may not generate revenues once we start
operations.”
5
Currently,
we are operating on limited cash and with one employee. However, the
nature of our business is very flexible and versatile. This advantage not only
enable us to respond quickly to changing market conditions, but it also makes
our future developments easier - aided by the global economical recovery and
re-bounce of Chinese economy in particular. Our restricted cash and
number of employees should not hamper our abilities to commence
operations. We anticipate that initial operations will be able to be
handled by our one employee until we begin generating revenues. Once
we have revenues and our operations increase we will add to the number of
employees as needed to handle increased operations. Since the vast
majority of our operations are web related, the lack of a large number of
employees is not a detriment to our operations. Likewise, the current
status of our website it sufficient to commence operations. As
revenues increase and the number of customers increase, our website can be
expanded to offer more interactive items.
After the
offering is completed, we plan a series of marketing campaign to communicate our
key messages. Marketing campaign can generate and nurture leads, which are the
catalyst to generate sales activity and customers. Our campaign plans include
media such as direct mail, telemarketing, email, trade shows, online media,
traditional media and publicity.
We intend
to design our website to deliver simple online (or telephone based) reservations
on aircraft operated by air charter carriers. We intend to offer more choices of
aircraft and features — and provide business travelers with more essential
information about the aircraft. We expect to have a
technological advanced date base enables us featuring listings on our website
and managing empty legs efficiently. Every empty leg is featured
through major charter industry sources. Every empty leg listing is
e-mailed to “end users” daily. An Empty Leg is a flight that returns
to its origin or another location empty and without paying
passengers.
ABILITY
OF COMPANY TO CONTINUE AS A GOING CONCERN
China
US Events Corp. reported a net loss for the period from October 28, 2008 (date
of reentering the development stage), to September 30, 2009. The
September 30, 2009, financial statement stated China US Events Corp. had a loss
from operations of $3,754, a working capital deficit of $3,454, and limited
sources of additional liquidity, all of which raise substantial doubt about
China US Events Corp.’s ability to continue as a going
concern. Currently we have no customers and no agreements in place
for generating revenues in the future. The financial statement as of
and for the period from October 28, 2008 (date of inception), to September 30,
2009, were prepared on a going concern basis, which assumes continuity of
operations and realization of assets and liquidation of liabilities in the
ordinary course of business. Management recognizes that the
continuation of China US Events Corp. as a going concern is dependent upon the
achievement of profitability, positive cash flow from operations, and the
generation of adequate funds to meet its ongoing obligations. China
US Events Corp. may continue to seek additional liquidity through the issuance
of debt instruments, private placement of additional shares of common stock, or
a combination of methods. However, no assurance can be given that
China US Events Corp. will be able to generate net income in the
future. Our auditors have issued an audit opinion which includes a
statement describing our going concern status. Our financial status creates
substantial doubt whether we will continue as a going concern. Investors should
note, we have not generated any revenues to date, we have not yet been in a
position to provide any travel services to this date, and can not provide a date
certain as to when we will commence operations.. See “Management’s
Discussion and Analysis and Results of Operations” and the financial statements
and notes thereto presented elsewhere in this Prospectus.
6
Where
you can find us
Our
offices are located at:
Xiang Nan
Road No. 39 Building 6 #302
Pu Dong
District, Shanghai, China 200127
Telephone:
(86) 131672-51162
This is
the apartment of our President, Hengyu Liu in China. We are not charged rent for
the use of this space
Our
fiscal year end is December 31
OUR
DIRECT PUBLIC OFFERING
We are
offering for sale up to a maximum of 2,000,000 shares of our common stock
directly to the public. There is no underwriter involved in this offering. We
are offering the shares without any underwriting discounts or commissions. The
purchase price is $0.04 per share. If all of the shares offered by us are
purchased, the gross proceeds before deducting expenses of the offering will be
up to $80,000. The expenses associated with this offering are estimated to be
$20,000 or approximately 25% of the gross proceeds of $80,000 if all the shares
offered by us are purchased. If all the shares offered by us are not purchased,
then the percentage of offering expenses to gross proceeds will be higher and a
lower amount of proceeds will be realized from this offering. If we are
unsuccessful in raising sufficient gross proceeds from this offering, then it is
possible that our offering expenses may exceed our gross proceeds.
This is
our initial public offering and no public market currently exists for shares of
our common stock. We can offer no assurance that an active trading market will
ever develop for our common stock.
The
offering will terminate 180 days after this registration statement is declared
effective by the Securities and Exchange Commission. However, we may extend the
offering for an additional 90 days following the 180 day offering period.
7
THE
OFFERING
Total
shares of common stock outstanding prior to the Offering
|
3,000,000
shares
|
|
|
||
Shares
of common stock being offered by us in the Offering
|
2,000,000
shares
|
|
|
||
Total
shares of common stock outstanding after the offering
|
5,000,000
shares
|
|
|
||
Gross
proceeds
|
Gross
proceeds from the sale of up to 2,000,000 shares of our common stock will
be $80,000. Use of proceeds from the sale of our shares will be used as
general operating capital to allow us to develop our web site, conduct
marketing operations and prepare sales materials.
|
|
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||
Risk
Factors
|
|
There
are substantial risk factors involved in investing in our Company. For a
discussion of certain factors you should consider before buying shares of
our common stock, see the section entitled “Risk
Factors.”
|
This is a
self-underwritten public offering, with no minimum purchase requirement. Shares
will be offered on a best efforts basis and we do not intend to use an
underwriter for this offering. We do not have an arrangement to place the
proceeds from this offering in an escrow, trust, or similar account. Any funds
raised from the offering will be immediately available to us for our immediate
use.
SELECTED
SUMMARY FINANCIAL DATA
This
table summarizes our operating and balance sheet data as of the periods
indicated. You should read this summary financial data in conjunction with the
“Plan of Operations” and our audited financial
Balance
Sheet Data:
|
As of September 30,
2009
|
|||
(Un-audited)
|
||||
Cash
and Cash equivalents
|
$ | 0 | ||
Total
assets
|
20,621 | |||
Total
liabilities
|
24,075 | |||
Stockholders’
(Deficit)
|
$ | (3,454 | ) |
Statement of Operations Data:
|
From October 28,
2008 (date of
Inception) through
September 30, 2009
|
|||
(Un-audited)
|
||||
Revenues
|
$ | - | ||
Total
cost and expenses
|
||||
Net
(loss)
|
$ | (3,754 | ) | |
Net
(loss) per share
|
$ | - | ||
Weighted
average number of shares
|
||||
Outstanding –
basic and diluted
|
3,000,000 |
8
RISK
FACTORS
An
investment in our common stock is highly speculative and involves a high degree
of risk. Therefore, we are disclosing all material risks herein and you should
consider all of the risk factors discussed below, as well as the other
information contained in this document. You should not invest in our common
stock unless you can afford to lose your entire investment and you are not
dependent on the funds you are investing.
Risk
Factors Related to China US Events Corp.:
Our
registered independent auditors issued a report for the year ended December 31,
2008 that contained a “going concern” explanatory paragraph.
Our
registered independent auditors issued a report on their audit of our financial
statements for the year ended December 31, 2008. Our notes to the
financial statements disclose that the Cash flow of the Company has been
absorbed in operating activities and they have incurred net losses for the
period from October 23, 2008 (date of inception), to December 31, 2008, and have
a working capital deficiency. In the event that funding from internal
sources or from public or private financing is insufficient to fund the business
at current levels, we will have to substantially cut back our level of spending
which could substantially curtail our operations. The registered
independent auditor’s report contains an explanatory paragraph indicating that
these factors raise substantial doubt about our ability to continue as a going
concern. Our going concern uncertainty may affect our ability to
raise additional capital, and may also affect our relationships with suppliers
and customers. Investors should carefully read the registered
independent auditor’s report and examine our financial statements.
We
are not escrowing funds from this offering
This
offering is being conducted by the Company on a “best efforts”
basis. The Company is not placing any funds raised in the offering
into an escrow account. As a result your investment will be available
for the Company to utilize immediately upon the purchase of the securities
offered herein. In the event he Company is not able to raise a
sufficient amount of capital in this offering to commence operations, your
investment could be the only funds the Company has. There is no
expectation that the investment would be returned to you if the offering is not
successful.
Added
Costs Due to Being a Public Company
There is
a substantial increase of costs to the Company as a result of being
Public. These costs include, but are not limited to the cost of
conducting a yearly audit of the financial condition and quarterly reviews of
the Company, will likely be in the range of $10,000, but such cost can be in
excess of $50,000 yearly. In addition, there can be additional legal
costs associated with preparing all necessary filings with the Securities and
Exchange Commission or other regulatory body, if the Company is not subject to
the reporting requirements of section 13 or 15(d) of the Securities
Act. There are also assorted other additional costs to the Company
for being Public. As a result of all of these additional costs, the
Company is likely to be less profitable if it does not generate enough revenue
to cover the additional costs.
9
Current
Economic Conditions May Impact Our Commercial Success and Ability to Obtain
Financing.
The
current economic conditions could have a serious impact on the ability of the
Company to sustain its viability. Due to the decrease in overall
spending, especially travel for business and for pleasure, there is a
possibility that the demand for our type of services will decrease for the
foreseeable future, and not increase for some time, resulting in less economic
activity for the Company. Since we are a very small operation, we may
not be able to attract enough interest in executives seeking charter services to
Asia to sustain ourselves. In addition, due to the severe difficulty
in obtaining credit in the current economic crisis, we may have trouble seeking
out and locating additional funds if we so desire or require financing of our
operations.
If
we fail to develop new or expand existing customer relationships, our ability to
grow our business will be impaired.
Our
growth depends to a significant degree upon our ability to develop new
relationships with our suppliers and to attract customers and to expand existing
relationships. We cannot guarantee that new customers will be found
or that any such new relationships will be successful when they are in
place. Further, we have no guarantee that we will be able to make any
sales with customers. Failure to develop and expand such
relationships could have a material adverse effect on our business, results of
operations, and financial condition.
We
are dependent on our key personnel for sales and marketing, and if we lose those
personnel, our business would fail.
Our
future success depends, in significant part, upon the continued service of our
management. Hengyu Liu, our Sole Executive Officer and Sole Director
at this point in time (our management) has developed the many contacts and
relationships that would enable the Company to conduct sales. The
Company does not have any employees and only a part-time president and chief
financial officer and creative Director. This individual presently is
the only person who has the experience to market and sell the concierge type
services for the Company. If this individual were no longer willing
to function in that capacity, the Company would be negatively
affected. We do not maintain key man life insurance covering
them. Our future success also depends on our ability to try to
attract and retain highly qualified sales and marketing
personnel. Competition for such personnel is intense, and we may
experience difficulties in attracting the required number and caliber of such
individuals. If we were unable to hire and retain personnel in key
positions, our business could fail. As a result, we might incur
substantially more expenses than income and might not have enough resources to
fund growth that may be commercially viable.
Some
of our competitors may be able to use their financial strength to dominate the
market, which may affect our ability to generate revenues.
Some of
our competitors may be much larger companies than us and very well capitalized
and experienced in sales and marketing. They could choose to use
their greater resources to finance their continued participation and penetration
of this market, which may impede our ability to generate sufficient revenue to
cover our costs. Their better financial resources could allow them to
significantly out spend us in sales and marketing areas. We might not
be able to maintain our ability to compete in this
circumstance.
10
We
may need additional capital to allow us to expand our business plan to implement
our sales and marketing plans and such financing may be unavailable or too
costly.
Our
ability to continue our sales and marketing strategies is dependent on our
ability to allocate sufficient funds required to support our marketing
activity. If we are not successful with this offering and/or are
unable to attract sufficient revenue from clients, additional financing may not
be available on favorable terms, or even at all. It is impossible to
determine at this time the amount of additional financing, if any, we will
require to initiate our business plan. At the minimum, we would need
the maximum amount we intend to raise in this offering, that being
$80,000. If we raise additional funds by selling stock, the
percentage ownership of our then current stockholders will be
reduced. If we cannot raise adequate funds to satisfy our capital
requirements, we may have to limit our operations significantly. Our
ability to raise additional funds may diminish if the public equity markets
become less supportive of the industry. If we raise additional
capital through debt offerings, it will have a significant impact on our cash
flow.
Risks
Related to Offering:
Major Shareholder beneficially owns
approximately 100% of our common stock and their interest could conflict with
yours.
After the
completion of this offering, A few major shareholders own a majority of the
shares issued and outstanding and such concentration of ownership may also have
the effect of delaying or preventing a change in control, which may be to the
benefit of the Directors and executive officers, but not in the interest of the
shareholders.
Our
Major Shareholders currently own approximately 100% of our issued and
outstanding shares.
Our Major
Shareholders currently own approximately 100% of our issued and outstanding
shares. As a result, our Major Shareholder’s can effectively
determine the outcome of any vote of shareholders. Your shares have
virtually no say in any and all matters requiring stockholder approval,
including the election of Directors and approval of significant corporate
transactions. Such concentration of ownership may also have the
effect of delaying or preventing a change in control, which may be to the
benefit of the Directors and executive officers, but not in the interest of the
shareholders.
Our
Principal Accounting/Financial Officer lacks meaningful accounting/financial
experience.
Our
Principal Accounting/Financial Officer, Hengyu Liu, lacks any meaningful
experience in accounting and experience in dealing with financial issues in a
public company. The lack of meaningful experience can have a
detrimental effect on the ability of China US Events Corp. to complete or
accurately report its financial status. This lack of meaningful
experience can also result in accounting difficulties and possibly the inability
of China US Events Corp. to comply with reporting requirements in a timely
fashion. This lack of experience can also possibly result in weak
internal controls as they relate to financial accounting and reporting sine he
does not have any training in accounting procedures. This may result
in poor records or difficulties in allowing our Independent Auditor to conduct a
formal audit of our financial condition.
11
Future
sales of common stock by our existing shareholders could adversely affect our
stock price.
As of
March 2, 2010, China US Events Corp. has 3,000,000 issued and outstanding shares
of common stock of which approximately none are included on this Registration
Statement. Sales of substantial amounts of common stock contained in the
Registration Statement in the public market, or the perception that such sales
will occur, could have a materially negative effect on the market price of our
common stock. This problem would be exacerbated if we continue to issue common
stock in exchange for services.
We expect to issue additional stock
in the future to finance our business plan, and the potential dilution caused by
the issuance of stock in the future may cause the price of our common stock to
drop.
As of
March 2, 2010, China US Events Corp. has 3,000,000 issued and outstanding shares
of common stock. Subsequent to the effective date of this offering, we may need
to raise additional capital, which may then result in the issuance of additional
shares of common stock, or debt instruments. Shares may be issued under an
available exemption, a later registration statement, or both. If and when
additional shares are issued, it may cause dilution in the value of shares
purchased in this offering and may cause the price of our common stock to drop.
These factors could also make it more difficult to raise funds through future
offerings of common stock.
We
may not be able to obtain a trading market for your shares.
Trading
in our common stock, if any, is intended to be conducted on the Over-the-Counter
Bulletin Board operated by the FINRA, if and when, we obtain a listing. We will
make an application to the FINRA to quote these shares on the OTC Bulletin Board
operated by the FINRA. Because we may not be able to obtain or maintain being
quoted on the OTC Bulletin Board, your shares may be more difficult to sell.
However, if we are unable to qualify to be quoted, or if we will become unable
to maintain our eligibility to be quoted on the OTC Bulletin Board. we would
make an effort to be quoted on over-the-counter market in the so-called “pink
sheets” although there is no guarantee that we would be able to control being
quoted on the “pink sheets.” Consequently, selling your common stock would be
more difficult because only smaller quantities of stock could be bought and
sold, transactions could be delayed, and security analysts’ and news media's
coverage of China US Events Corp. may be reduced. These factors could result in
lower prices and larger spreads in the bid and ask prices for our
stock.
It
is more difficult for our shareholders to sell their shares because we are not,
and may never be, eligible for NASDAQ or any National Stock
Exchange.
We are
not presently, nor is it likely that for the foreseeable future we will be,
eligible for inclusion in NASDAQ or for listing on any United States national
stock exchange. To be eligible to be included in NASDAQ, a company is required
to have not less than $4,000,000
in net tangible assets, a public float with a market value of not less than
$5,000,000, and a minimum bid price of $4.00 per share. At the present time, we
are unable to state when, if ever, we will meet the NASDAQ application
standards. Unless we are able to increase our net worth and market valuation
substantially, either through the accumulation of surplus out of earned income
or successful capital raising financing activities, we will never be able to
meet the eligibility requirements of NASDAQ. As a result, it will more difficult
for holders of our common stock to resell their shares to third parties or
otherwise, which could have a material adverse effect on the liquidity and
market price of our common stock.
12
Our
Common Stock Is A “Penny Stock” And Compliance With Requirements For Dealing In
Penny Stocks May Make It Difficult For Holders Of Our Common Stock To Resell
Their Shares.
Currently
there is no public market for our common stock. If the common stock is ever
listed in the public market in what is known as the over-the-counter market and
at least for the foreseeable future, our common stock will be deemed to be a
“penny stock” as that term is defined in Rule 3a51-1 under the Securities
Exchange Act of 1934. Rule 15g-2 under the Exchange Act requires broker/dealers
dealing in penny stocks to provide potential investors with a document
disclosing the risks of penny stocks and to obtain from these investors a
manually signed and dated written acknowledgement of receipt of the document
before effecting a transaction in a penny stock for the investor’s account.
Compliance with these requirements may make it more difficult for holders of our
common stock to resell their shares to third parties or otherwise, which could
have a material adverse effect on the liquidity and market price of our common
stock.
Penny
stocks are stocks with a price of less than $5.00 per share unless traded on
NASDAQ or a national securities exchange.
Penny
stock are also stocks, which are issued by companies with:
Net
tangible assets of less than $2.0 million (if the issuer has been in continuous
operation for at least three years); or
$5.0
million (if continuous operation for less than three years); or
average
revenue of less than $6.0 million for the last three years.
There are no assurances that the
Company will be successful in implementing its business plan and we may fail in
our marketing efforts.
Investors
can have no assurances that the Company will be able to raise funds from other
sources to complete its business plan.
We
Lack an Employment Agreement with Our Sole Executive Officer
Our
Sole Executive Officer, Hengyu Liu, does not have a written Employment Agreement
with China US Events Corp. He has agreed to work for China US Events Corp. for a
deferred salary. These payments will commence only upon the successful launch of
your operations. “Successful launch of our operation” is referred to successful
launch of our website, www.chinausevents.com. At that time, Mr. Liu
expects to receive a salary of $5,000 per month. Mr. Liu however has
agreed to defer his salary until such time as the Company has revenues from
operations. At that time he will begin to draw a portion of his
salary due and owing on a pro rata basis from the excess revenues once costs
have been deducted. The fact that there is no Employment Agreement, and that his
compensation is deferred, could result in Hengyu Liu seeking other
employment. In the event this occurs, China US Events Corp. would be
unable to continue moving forward with is business plan, unless it could find
another Executive Officer. China US Events Corp. could have
difficulty in locating a new Executive Officer to work for China US Events Corp.
under the same terms as the current one, and might not be willing to defer any
compensation.
13
As
there is no minimum for our offering, if only a few persons purchase shares they
will lose their money without us being even able to significantly try our
business plan
Since
there is no minimum with respect to the number of shares to be sold in our
offering, if only as few shares are sold, we will not have enough capital to
implement our business plan. In such an event, it is highly likely
that your investment would be lost, since we would not be able to generate any
revenue.
If
we sell less than 25% of the offering, we will not raise enough in this offering
to launch our business plan
Inasmuch
as we have offering expenses totaling approximately $20,000, we need to sell at
least 25% of the offering to generate capital for China US Events
Corp. In such a case, China US Events Corp. would not be able to
initiate our business plan unless we were able to raise additional capital from
other sources. There remains the possibility that even if China US
Events Corp. sells more than 25% of the offering that we would still need to
raise additional capital to fully implement our business plan.
USE
OF PROCEEDS
The net
proceeds to us from the sale of up to 2,000,000 shares offered at a public
offering price of $0.04 per share will vary depending upon the total number of
shares sold. Regardless of the number of shares sold, we expect to incur
offering expenses estimated at approximately $20,000 for legal, accounting, and
other costs in connection with this offering. The table below shows the intended
net proceeds from this offering we expect to receive for scenarios where we sell
various amounts of the shares. Since we are making this offering without any
minimum requirement, there is no guarantee that we will be successful at selling
any of the securities being offered in this prospectus. Accordingly, the actual
amount of proceeds we will raise in this offering, if any, may
differ.
25%
|
50%
|
75% |
100%
|
|||||||||||||
Shares
Sold
|
500,000 | 1,000,000 | 1,500,000 | 2,000,000 | ||||||||||||
Gross
Proceeds
|
$ | 20,000 | $ | 40,000 | $ | 60,000 | $ | 80,000 | ||||||||
Less
Offering Expenses (1)
|
$ | (20,000 | ) | $ | (20,000 | ) | $ | (20,000 | ) | $ | (20,000 | ) | ||||
Net
Offering Proceeds
|
$ | - 0- | $ | 20,000 | $ | 40,000 | $ | 60,000 |
The Use
of proceeds set forth below demonstrates how we intend to use the funds under
the various percentages of amounts of the related offering. All amounts listed
below are estimates.
25%(1)
|
50%
|
75%
|
100%
|
||||||||||||
Working
capital for infrastructure
|
$
|
- 0
-
|
$
|
5,000
|
$
|
12,500
|
$
|
12,500
|
|||||||
Marketing
Expenses, such as advertisements
|
$
|
- 0
-
|
$
|
10,000
|
$
|
12,500
|
$
|
32,500
|
|||||||
Deposits
to be paid in advance
|
$
|
- 0
-
|
$
|
2,500
|
$
|
5,000
|
$
|
5,000
|
|||||||
Sales
materials and brochures
|
$
|
- 0
-
|
$
|
2,500
|
$
|
10,000
|
$
|
10,000
|
|||||||
Total
|
$
|
- 0
-
|
$
|
20,000
|
$
|
40,000
|
$
|
60,000
|
14
1 Inasmuch
as our offering expenses are estimated to be $20,000, if we sell only 25% of the
offering, we will likely have no funds for Operations and/or Sales and
Marketing, unless our actual Offering Expenses are less than the estimates
and/or payments are deferred. In that event, these numbers would
essentially be zero.
Our
offering expenses are comprised of legal and accounting expenses, SEC and EDGAR
filing fees. Our officers and Directors will not receive any compensation for
their efforts in selling our shares.
We intend
to use the proceeds of this offering in the manner and in order of priority set
forth above. We do not intend to use the proceeds to acquire assets or finance
the acquisition of other businesses.
In all
instances, after the effectiveness of this registration statement, the Company
will need some amount of working capital to maintain its general existence and
comply with its public reporting obligations. In addition to changing
allocations because of the amount of proceeds received, we may change the use of
proceeds because of required changes in our business plan. Investors should
understand that we have wide discretion over the use of proceeds. Therefore,
management decisions may not be in line with the initial objectives of investors
who will have little ability to influence these decisions.
DETERMINATION
OF OFFERING PRICE
Our
common stock is presently not traded on any market or securities exchange and we
have not applied for listing or quotation on any public market. Our
Company will be offering the shares of common stock being covered by this
prospectus at a price of $0.04 per share. Such offering price does
not have any relationship to any established criteria of value, such as book
value or earnings per share. Because we have no significant operating
history and have not generated any revenues to date, the price of our common
stock is not based on past earnings, nor is the price of our common stock
indicative of the current market value of the assets owned by us. No
valuation or appraisal has been prepared for our business and potential business
expansion.
The
offering price was determined arbitrarily based on a determination by the Board
of Directors of the price at which they believe investors would be willing to
purchase the shares. Additional factors that were included in
determining the offering price are the lack of liquidity resulting from the fact
that there is no present market for our stock and the high level of risk
considering our lack of profitable operating history.
15
Purchasers
of our securities in this offering will experience immediate and substantial
dilution in the net tangible book value of their common stock from the initial
public offering price. The historical net tangible book value as of
December 31, 2008 was $(3,454) or nil per share. Historical net
tangible book value per share of common stock is equal to our total tangible
assets less total liabilities, divided by the number of shares of common stock
outstanding as of December 31, 2008, as adjusted to give effect to the receipt
of net proceeds from the sale of 2,000,000 shares of common stock for $0.04,
which represents net proceeds after deducting estimated offering expenses of
$20,000. This represents an immediate increase of $0.012 per share to existing
stockholders and an immediate and substantial dilution of $0.028 per share, or
approximately 70%, to new investors purchasing our securities in this offering.
Dilution in pro forma net tangible book value per share represents the
difference between the amount per share paid by purchasers of shares of our
common stock in this offering and the pro forma net tangible book value per
share of our common stock immediately following this offering.
The
following table sets forth as of March 2, 2010, the number of shares of common
stock purchased from us and the total consideration paid by our existing
stockholders and by new investors in this offering if new investors purchase
100% of the offering, before deducting offering expenses payable by us, assuming
a purchase price in this offering of $0.04 per share of common
stock.
Shares
|
||||||||||
Number
|
Percent
|
Amount
|
||||||||
Existing
Stockholders
|
3,000,000
|
60
|
%
|
$
|
300
|
|||||
New
Investors
|
2,000,000
|
40
|
%
|
$
|
80,000
|
|||||
Total
|
5,000,000
|
100
|
%
|
$
|
80,300
|
BUSINESS
General
We were incorporated in the State of
Delaware on October 23, 2008. We filed a Certificate of Amendment to
change our name on February 23, 2009. We have not started
operations. We have developed a website (www.chinausevents.com) that
will offer jet chartering and other travel related services primarily to western
business executives within Asia. We have not generated any revenues and the only
operation we have engaged in is the development of a business
plan. We maintain our statutory registered agent's office at 1811
Silverside Rd Wilmington, DE 19810. Our business office is located at
Xiang Nan Road No. 39 Building 6 #302 Pu Dong District, Shanghai, China
200127. Our telephone number is (86) 131672-51162.
We have no plans to change our planned
business activities or to combine with another business, and we are not aware of
any events or circumstances that might cause these plans to change. We have not
begun operations and will not begin operations until we have completed this
offering. Our plan of operation is prospective and there is no assurance that we
will ever begin operations. Our prospects for profitability are not favorable if
you consider numerous Internet-based companies have failed to achieve profits
with similar plans.
16
We have not conducted any market
research into the likelihood of success of our operations or the acceptance of
our services by the public.
Services
We intend to position ourselves as the
jet charter booking service for the western executive traveler and the leisure
traveler with jet chartering needs within Asia. Our target market
will be made up of business executives and leisure travelers that would like to
use our website for Asian jet charter booking, itinerary support, relevant
decision making information, pictures, toll free services, etc all in one
convenient place. Since our target market is the high-end business
and leisure market we will be charging a premium for the services we
arrange. This will be done either adding on a fee for each service we
arrange or a flat fee charged to the customer.
We plan to assign an experienced travel
concierge who is continually standing by to ensure that every aspect of our
customer’s journey, even a last-minute trip, exceeds their expectations. Our
focus will be on the customer’s schedule, the speed and precision at which they
need things done, and the impeccable attention to detail to which upper end
clients demand.
We do not own any jets and do not have
plans to own jets. We will only offer booking services for pre-existing jet
charter companies.
We intend to offer the following luxury
services:
*
|
Jet
Charter Booking
|
*
|
Trip
Itinerary Planning
|
*
|
Customized
Tours
|
*
|
Air
and Ground Transportation
|
*
|
Hotel/Resort
arrangements
|
*
|
Concierge
Service
|
*
|
Leisure
Activities Coordination
|
*
|
Event
Referral and Tickets
|
*
|
Dinners
and Spa Referral and Reservations
|
*
|
Event
and Conference Planning
|
*
|
Sales
Conferences
|
*
|
Executive
Meetings
|
*
|
Training
Seminars
|
We will assist in organizing meetings
and conferences. We will assist in site selection, room reservations,
transportation and all other aspects of the meetings as required. The
customer will be paying for our assistance in each instance.
We will book all aspects of the
corporate and leisure travel for our clients and will create a database of
information that will enable us to immediately identify the client's personal
preferences. Our goal is not only to meet the travel needs of our
clients, it is to anticipate them. For this service we expect to be
compensated by the Executive or Luxury traveler.
17
When the offer is completed, within
six month, we will start our marketing campaign. (please see Marketing Campaign
Budget)
The
Company will continue to implement one back office that will eliminate costs and
provide greater efficiencies.
Website
Currently our website is www.chinausevents.com. . A
basic website costs seven to eight hundred dollars to build. Our site has cost
us about two thousands to design and develop to date, which is the amount we
budgeted. The monthly hosting charge is ninety dollars. The service including
viewing reliability, fast connections, full backup in case of power failure,
daily backup of data, and other critical items. (please see Market Campaign
Budget)
Upon completion of our public offering,
we intend to hire an outside technology provider to develop our website. The IT
company we hire will provide the following services and products for the
website: disk space, bandwidth, 155 mbit backbone, pop mailboxes, e-mail
forwarding, e-mailing aliasing, auto responder, Microsoft ASP and NET support,
unlimited FTP access, hotmetal/miva script, shopping cart, secure transactions
signio support and cybercash support. The foregoing will allow us to transact
the sale of our products/services, promote our products/services in an
attractive fashion, and communicate with our clients on-line.
Our website will become the virtual
business card and portfolio for us as well as our online "home." It will
showcase past and current clients, subject to their consent, and the variety of
services that we offer.
The
website will further exhibit links to the service providers that we have entered
into strategic alliances with. The links would provide the client with a virtual
view of the destinations that we represent and events taking place in the area
they are intending to visit. In the future, the website may also offer links to
Asian restaurants and spas.
There is
uncertainty as to whether the 128-bit encoding encryption required by the U.S.
is sufficient security for transactions occurring over the Internet.
Accordingly, there is a danger that any financial (credit card) transaction via
the Internet will not be a secure transaction. We are now considering risks such
as the loss of data or loss of service on the Internet from technical failure or
criminal acts in our system specifications and in the security precautions in
the development of our website. There is no assurance that such security
precautions will be successful.
18
Other
than investigating potential technologies in support of our business purpose and
the preparation of our plan of operations, we have had no material business
operations since inception in October 2008. At present, we have yet to acquire
or develop the necessary technology assets in support of our business purpose to
become an Internet-based service provider of luxury travel to corporate clients,
business executives and other professionals.
The
Internet is a worldwide medium of interconnected electronic and/or computer
networks. Individuals and companies have recently recognized that the
communication capabilities of the Internet provide a medium for not only the
promotion and communication of ideas and concepts, but also for the presentation
and sale of information, goods and services.
Marketing
Strategy
We intend
to negotiate strategic alliances with the larger jet charter companies. While
most of these companies have their own websites for booking jet chartering to
Asia, few, if any, specialize in jet chartering within Asia. By
obtaining an alliance with these companies, we can drive traffic to their
operations. We would benefit in two ways. We would
generate fees from the booking of the travel by our clients, as well as
potentially recovering a discount from the provider.
Objectives
and Rationale
The
strategic alliance allows China US Events to focus on jet booking and service
without taking on the cost and burdens of aircraft management and operations.
The alliance would also give us the strength of aircraft inventory
necessary.
We intend
to capitalize on several upcoming events in China including:
|
·
|
2010
Shanghai World Trade Fair
|
|
·
|
Annual
Guangdong jewelry and furniture trade
shows
|
In order
to capitalize on these events, we are going to focus our marketing and
advertising on companies that likely will attend the events, either to sell
goods or to purchase goods there.
We plan
to attend industry trade shows that are oriented towards creating opportunities
for us to develop important strategic alliances with luxury properties in China.
This would be an opportunity to meet and network with hundreds of luxury service
providers.
19
Initially
we intend to utilize the key database of corporate contacts provided by our
President, Hengyu Liu in order to attract initial clients and strategic
partners. We also intend to attract and add new clients through our website and
advertising.
Other
methods of communication will include:
*
|
Email
mailings - regular e-mailings to potential customers with updated company
information and special offers
|
*
|
Direct
mail - brochures and newsletters
|
*
|
Sampling
- occasionally a discounted service package may be offered as a
trade-in-kind to a visible and vocal trendsetter such as an advertising
agent for a magazine or radio
station.
|
*
|
Informal
marketing/networking - activities such as joining organizations or
attending tradeshows and
conferences.
|
Customer-based
marketing will include:
*
|
Emphasizing
repeat sales to clients who have used our
services
|
*
|
Exploring
additional sales tactics to increase the total revenue per client through
the sale of extra services
|
*
|
Additional
sales facilitated by links to our
website
|
*
|
Strategic
partnerships such as cooperative
advertising
|
*
|
Special
offers and promotions such as limited time offers or seasonal
promotions.
|
Website
Marketing Strategy
Web
marketing will start with our known contacts that we will ask to recommend our
site. We will continue the strategy with long-term efforts to develop
recognition in professional forums. We intend to attract traffic to our website
by a variety of online marketing tactics such as registering with top search
engines using selected key words (meta tags) and utilizing link and banner
exchange options, especially with Chinese travel agents catering to western
professionals.
Revenue
Initially,
we intend to generate revenue from two sources, either singularly or
combined:
Our
revenue will be derived from the fees we charge to the customer for arranging
travel assistance and/or concierge service. This fee will be on each
transaction, or can be a flat fee based on an entire trip or expedition or
itinerary or program. In addition, we expect to generate revenue by
seeking revenue enhancements (which are added on top of the fee we pay to
contract for the services being sought, or a discount from the stated fees) with
the companies providing the services for our clients, through
discounts.
We intend
to develop and maintain a database of all our clients so that we can anticipate
their personal preferences in specific airlines, types of restaurants, type of
recreational activities etc. That database will enable us to
anticipate the needs and desires of our clients.
20
Competition
The electronic commerce market is
intensely competitive. The market for information resources is more mature but
also intensely competitive. We expect competition to continue to intensify in
the future. Competitors include companies with substantial customer bases in the
computer and other technical fields. There can be no assurance that we can
maintain a competitive position against current or future competitors,
particularly those with greater financial, marketing, service, support,
technical and other resources. Our failure to maintain a competitive position
within the market could have a material adverse effect on our business,
financial condition and results of operations. There can be no assurance that we
will be able to compete successfully against current and future competitors, and
competitive pressures faced by us may have a material adverse effect on our
business, financial condition and results of operations.
Most
hotels and resorts have their own websites and upon initiating our website
operations, we will be competing with the foregoing. We intend to
differentiate ourselves by offering a much more personalized service, a “one
call does it all” type approach. We will handle all aspects of the
travel arrangements - air travel, hotel accommodations, car rental, limousine
pick-up, floral arrangements, dinner, tickets for theater productions or shows,
having your suit or dress pressed, down to ensuring that a specific brand of
water is available in the room. We intend to act as a personal
concierge or executive assistant throughout the duration of the
trip.
The
travel market is a small niche market and may be difficult to
penetrate. Our competitive position within the industry is negligible
in light of the fact that we have not started our operations. Older,
well-established travel agencies with records of success will attract qualified
clients away from us. Since we have not started operations, we cannot compete
with them on the basis of reputation. We do expect to compete with them on the
basis of the range of services and the quality of services that we intend to
provide.
Marketing
We intend
to market our website in Asia, the United States and in Canada through
traditional sources such as trade magazines, conventions and conferences,
newspaper advertising, billboards, telephone directories and flyers/mailers. We
also intend to attend tradeshows and conferences. We may utilize inbound links
that connect directly to our website from other sites. Potential clients can
simply click on these links to become connected to our website from search
engines and community and affinity sites.
21
Insurance
We do not
maintain any insurance and do not intend to maintain insurance in the future.
Because we do not have any insurance, if we are made a party of a products
liability action, we may not have sufficient funds to defend the litigation. If
that occurs a judgment could be rendered against us that could cause us to cease
operations.
Employees;
Identification of Certain Significant Employees.
We are a
development stage company and currently have no employees, other than our sole
officer and director. We intend to hire additional employees on an as needed
basis.
Offices
Our
offices are located at:
Xiang Nan
Road No. 39 Building 6 #302
Pu Dong
District, Shanghai, China 200127
Telephone:
(86) 131672-51162
This is
the apartment of our president, Hengyu Liu in China. . Our
space consists of 100 square feet. We are not charged rent for the
use of this space.
Government
Regulation
We are
not currently subject to direct Chinese, federal, state or local regulation
other than regulations applicable to businesses generally or directly applicable
to electronic commerce. However, the Internet is increasingly popular. As a
result, it is possible that a number of laws and regulations may be adopted with
respect to the Internet. These laws may cover issues such as user privacy,
freedom of expression, pricing, content and quality of products and services,
taxation, advertising, intellectual property rights and information security.
Furthermore, the growth of electronic commerce may prompt calls for more
stringent consumer protection laws. Several states have proposed legislation to
limit the uses of personal user information gathered online or require online
services to establish privacy policies.
We are
not certain how business may be affected by the application of existing laws
governing issues such as property ownership, copyrights, encryption and other
intellectual property issues, taxation, libel, obscenity and export or import
matters. The vast majority of such laws were adopted prior to the advent of the
Internet. As a result, they do not contemplate or address the unique issues of
the Internet and related technologies. Changes in laws intended to address such
issues could create uncertainty in the Internet market place. Such uncertainty
could reduce demand for services or increase the cost of doing business as a
result of litigation costs or increased service delivery costs. In addition,
because our services are available over the Internet in multiple states and
foreign countries, other jurisdictions may claim that we are required to qualify
to do business in each such state or foreign country. We are qualified to do
business only in Delaware. Our failure to qualify in a jurisdiction where it is
required to do so could subject it to taxes and penalties. It could also hamper
our ability to enforce contracts in such jurisdictions. The application of laws
or regulations from jurisdictions whose laws currently apply to our business
could have a material adverse affect on our business, results of operations and
financial condition.
22
Other
than the foregoing, no governmental approval is needed for the sale of our
services.
OFF-BALANCE
SHEET ARRANGEMENTS
We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures, or capital resources that are material to investors.
DESCRIPTION
OF PROPERTY
The
office of the Company is located at Xiang Nan Road No. 39 Building 6 #302 Pu
Dong District, Shanghai, China 200127, the Apartment of our Sole Executive
Officer. Our space consists of 100 square feet. Our
space consists of 100 square feet. We are not charged rent for the
use of this space. The space is sufficient for the uses of the
Company until operations begin, when we may have to occupy office
space.
MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The
following is our plan of operation for the following 12 months, and you should
read the following plan of operation together with our audited financial
statements and related notes appearing elsewhere in this
prospectus. This plan of operation contains forward-looking
statements that involve risks, uncertainties, and assumptions. The actual
results may differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including, but not limited to, those
presented under "Risk Factors" on elsewhere in this prospectus.
PLAN
OF OPERATION
We are
a development stage company that will offer jet chartering and other travel
related services primarily to western business executives within
China. We intend to negotiate strategic alliances with the larger jet
charter companies. We expect these negotiations to take place upon the
commencement of this offering. While most of these companies have
their own websites for booking jet chartering to Asia, few, if any, specialize
in jet chartering within Asia. We intend on developing working
relationships, as soon as we receive requests for services from our customers,
with the top-rated air charter carriers in the U.S., giving us the ability to
match our customer’s itinerary with the world's finest luxury jets and most
experienced air and ground crews. When it comes to safety and service, we intend
to only form relationships with the safest charter companies.
We
intend on developing strong strategic relationships with large Chinese travel
agents as referrals from these agents may generate a strong customer
base. We expect this to be a commission based referral
program. Once this Offering begins, we intent to reach agreements
with the specific travel agents. Thereupon, when we have customers
beginning to contact us we will be in a position to provide the requested
services.
23
We also
intend to negotiate strategic alliances with Asian resorts and restaurants. We
will offer direct advertising of those resorts that we enter into strategic
alliances with through a link on our website, through flyers and promotional
material that we create, and through personal selling in exchange for a
commission based percentage of the sale of rooms, tours or other services booked
by a client introduced by us.
Marketing
Campaign
After the
offering is completed, we plan a series of marketing campaign to communicate our
key messages. Marketing campaign can generate and nurture leads, which are the
catalyst to generate sales activity and customers. Our campaign plans include
media such as direct mail, telemarketing, email, trade shows, online media,
traditional media and publicity.
Direct
Mail
We plan
to publish a free monthly trade magazine. Contents include aircraft charter
brokering, as well as management, leasing, sales and acquisitions, aircraft
maintenance, pilot shop, flight school and trade shows etc. We have a small,
well-defined target market, our targeted audiences are corporations – Forbes
list of companies, Howover list of companies; Luxury travel agents; Luxury
hotels, cruises, spas, casinos and exclusive clubs.
Internet
Marketing
Refine
our website to build an online application giving viewers a wide view of the
private jet charter and market. With just a few clicks of a mouse, air
charter prices can be compared, and air charter solutions booked with minimal
time spent on the task. Focus on search engine marketing, email marketing, and
online advertising to grow our business.
The focal
point of our internet marketing is search marketing campaigns, use our website
to deliver the call-to-action: information, a video, a free download or a
contact request. Search marketing is closely tied to online publicity, online
advertising, email marketing and business development.
Search
engine results. By “optimizing” our site, we can improve our ranking for
important search terms and phrases (“keywords”). We can also improve our ranking
by getting other important sites to link to ours.
When we
start to generate revenue we can move our focus more to the paid search:
paid search enables us to buy listings in the “sponsored” area of a search
engine. There are a variety of paid search programs, but the most common is
called pay-per-click (PPC), meaning we pay for a listing only when a user clicks
our ad.
Publicity
A
legitimate news story is an endorsement that can reach a wide audience for very
little cost beyond our own creativity and time. There are many forms of
publicity including:
This
isn’t about luck. a well managed PR program can attract news stories/interviews
on industry sites and in trade journals, newspapers, magazines, and other
publications. We will create a company media kit, a media contact
list, press release templates, and pitch guidelines.
24
Marketing
Campaign Budget
We plan
to use targeted mailings for small campaigns, rather than large bulk mail
campaigns, which draw very low response rates at much higher costs than online
marketing. We will send the monthly magazine with the prospect’s name and custom
specifications printed directly in the brochure.
The hard
cost of a 20 pages color printing magazine plus inserting and mailing is about
$2 per issue. We will start print 1,000 to 2,000 copies at first to test the
market response. The total cost would run between $2,000 to $4,000. Meanwhile,
we will actively search for advertisers to place their advertisement on our
publication to offset the costs. As we continue to build up our brand awareness,
the revenue generated by the ad alone may pay for the hard cost and even
more.
Internet
marketing is a long term strategy, constant evolving challenge with no
guarantees as to results. With the continued growth of Internet marketing, all
businesses should take advantage of search marketing or risk losing ground to
competitors. However, with CUE, it is very difficult to determine how much
exactly would search engine marketing cost in our marketing
mix.
For our
businesses, generating only a handful of serious new prospects can make a
substantial difference in revenue. Search marketing may be the most efficient
way to produce these additional prospects. Initially, for the website
optimization process, we plan to invest $20,000 for the entire year, review and
measure the return on investment throughout the year.
Depending
on the relative success of this offering, the following table details how we
intend to use the funds to execute our plan of operation. All amounts listed
below are estimates.
25%(1)
|
50%
|
75%
|
100%
|
|||||||||||||
Working
capital for infrastructure
|
$ | - 0 - | $ | 5,000 | $ | 12,500 | $ | 12,500 | ||||||||
Marketing
Expenses, such as advertisements
|
$ | - 0 - | $ | 10,000 | $ | 12,500 | $ | 32,500 | ||||||||
Deposits
to be paid in advance
|
$ | - 0 - | $ | 2,500 | $ | 5,000 | $ | 5,000 | ||||||||
Sales
materials and brochures
|
$ | - 0 - | $ | 2,500 | $ | 10,000 | $ | 10,000 | ||||||||
Total
|
$ | - 0 - | $ | 20,000 | $ | 40,000 | $ | 60,000 |
1 Inasmuch
as our offering expenses are estimated to be $20,000, if we sell only 25% of the
offering, we will likely have no funds for Operations and/or Sales and
Marketing, unless our actual Offering Expenses are less than the estimates
and/or payments are deferred. In that event, these numbers would
essentially be zero.
We intend
to use the proceeds of this offering in the manner and in order of priority set
forth above. Working capital for infrastructure would include, but
not be limited to, web site design, telecommunications and other operating
expenses. Deposits to be paid in advance could include any vendors
that require us to pre-pay for services, and could include pre-payments fro
chartering aircraft, or booking hotel rooms or other locations for out
clients. It would be expected that the fees paid by the clients to us
would then cover these expenses. Marketing Expenses are listed
separately from Sales Materials because the Company sees sales materials and
brochures as items that would be delivered to prospective clients at trade
shows, or upon request. Marketing Expenses would be utilized for
attendance at trade shows, general advertising in mainstream type media and
other related activities.
25
If less
than $80,000 is raised from this offering, we will attempt to raise additional
capital through the private sale of our equity securities or borrowings from
third party lenders. We have no commitments or arrangements from any
person to provide us with any additional capital. If additional
financing is not available when needed, we may need to dramatically change our
business plan, sell the Company or cease operations. We do not presently have
any plans, arrangements, or agreements to sell or merge our
Company.
A
detailed description of the use of any funds raised in this Offering can be
found in General Working Capital, below.
We will
begin development of our website immediately upon the Company receiving funds in
excess of the Offering expenses. We anticipate that it would take a
short period of time, no more than 3 weeks before our website would be available
for customers to being utilizing to book services and begin genera sting
revenue.
Our
auditors have issued an opinion on our financial statements which includes a
statement describing our going concern status. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills and meet our
other financial obligations. This is because we have not generated any revenues
and no revenues are anticipated until we begin marketing the product.
Accordingly, we must raise capital from sources other than the actual sale of
the product. We must raise capital to implement our project and stay in
business. Even if we raise the maximum amount of money in this offering, we do
not know how long the money will last, however, we do believe it will last at
least twelve months.
GENERAL
WORKING CAPITAL
Based
upon the amount raised in this Offering, we have set out specific goals to begin
operations. For example, if we were able to raise 25% of the total
offering, that being a total of $20,000, we would not have any funds left over
for the Company to use, since our Offering Expenses are projected to be up to
$20,000. However, if we are bale to reduce the offering expenses to
no more than $15,000, that would allow up to use the remaining $5,000 to begin
developing our business plan. In that case, we project that a minimum
of $2,500 would be allocated to begin development of our website. We
do not expect to be able to complete the entire design and implementation of our
website for this amount, but we would expect that the website would be
operational in a bare minimal manner. The remaining $2,500 would be
used for the preparation of marketing materials.
If we
were able to raise 50% of the Offering, or a total of $40,000, leaving us
$20,000 after the Offering Expenses, we would allocate more funds for the design
and implementation of our web site. We would expect it to be in the
range of $5,000. Again, We do not expect to be able to complete the
entire design and implementation of our website for this amount, but we would
expect that the website would be operational. We would also expend a
similar amount on marketing materials. The balance would likely be
used to begin advertising in various media in selected markets.
26
If we
were able to raise 75% of the Offering, or a total of $60,000, leaving us
$40,000 after the Offering Expenses, we would complete the design and
implementation of our web site. We would also expend a significantly
larger amount on marketing materials. The balance would likely be
used to begin advertising in various media in selected markets.
Assuming
we are able to raise the entire amount contemplated in the Offering, leaving us
a total of approximately, $60,000 after deducting the Offering expenses, we
would expand and complete our website. It is anticipated that this
would cost us no more than $10,000 to $15,000 initially, not counting
improvements or upkeep of the website. The Company would also
increase the amount and type of marketing materials and the manner of
advertising and markets in which advertising is done. It is also
anticipated that some of the funds would be used as initial payments for
services to our clients. For which we would be reimbursed.
We may be
wrong in our estimates of funds required in order to proceed with proper
marketing and executing our general business plan described herein. Should we
need additional funds, we would attempt to raise these funds through additional
private placements or by borrowing money. We do not have any
arrangements with potential investors or lenders to provide such funds and there
is no assurance that such additional financing will be available when required
in order to proceed with the business plan or that our ability to respond to
competition or changes in the market place or to exploit opportunities will not
be limited by lack of available capital financing. If we are
unsuccessful in securing the additional capital needed to continue operations
within the time required, we may not be in a position to continue
operations.
We can
offer no assurance that we will raise any funds in this offering. As disclosed
above, we have no revenues and, as such, if we do not raise at least $40,000
from our offering we will not have sufficient funds to market our services. If
we are unable to raise funds, we may attempt to sell the Company or file for
bankruptcy. We do not have any current intentions, negotiations, or arrangements
to merge or sell the Company.
Our
Business Plan calls for us to begin marketing immediately once we are able to
raise capital. Our first steps to be taken, upon the commencement of
operations will be the creation of a web site and brochures for distribution to
potential clients and sources of clients. We would also seek to
advertise with business sources and other high-end travel sources, such as
Travel Magazines. It is anticipated that in the first three
months, our expenses would significantly be greater than any
revenue.
For
months to six to twelve of operations, we anticipate that we would begin to
service our clients. Once we begin providing the travel and other
related services, we would begin to generate revenue to offset our
expenses.
In order
to begin generating revenue, we would need to have our website operational and
obtain bookings from customers. It is anticipated that our website
will be operational within the next fiscal quarter. Immediately upon
the website becoming operational, we would seek bookings and begin providing
services. Our revenues would commence upon the providing of these
services. It is estimated that the cost to have the website
operational is approximately $2,000, with a monthly expense of
$90.
27
To the
extent we are able to successfully conduct this offering, it will affect how
quickly, if at all, we are able to implement our business plan. Once
we are able, if at all, to raise capital from this offering, we anticipate that
continuing operations, and expansion of marketing, would be supported by
operations.
We are
not aware of any material trend, event or capital commitment, which would
potentially adversely affect liquidity.
MARKET
FOR COMMON EQUITY
RELATED
STOCKHOLDER MATTERS
MARKET
INFORMATION
There has
been no market for our securities. Our common stock is not traded on any
exchange or on the over-the-counter market. After the effective date of the
registration statement relating to this prospectus, we hope to have a market
maker file an application with the Financial Industry Regulatory Authority,
“FINRA” for our common stock to eligible for being quoted on the OTC
Bulletin Board. We do not yet have a market maker who has agreed to file such
application. There is no assurance that a trading market will develop, or, if
developed, that it will be sustained. Consequently, a purchaser of our common
stock may find it difficult to resell the securities offered herein should the
purchaser desire to do so when eligible for public resale.
SECURITY
HOLDERS
As of
March 2, 2010, there were 3,000,000 shares of common stock issued and
outstanding, which were held by three stockholders of record.
DIVIDEND
POLICY
We have
not declared or paid dividends on our common stock since our formation, and we
do not anticipate paying dividends in the foreseeable future. Declaration or
payment of dividends, if any, in the future, will be at the discretion of our
Board of Directors and will depend on our then current financial condition,
results of operations, capital requirements and other factors deemed relevant by
the Board of Directors. There are no contractual restrictions on our ability to
declare or pay dividends.
Transfer
Agent
The
Company has retained Madison Stock Transfer, Inc.
PO Box
145
Brooklyn,
NY 11229-0145
28
tel:
718-627-4453
fax:
718-627-6341
Securities
Authorized Under Equity Compensation Plans
We have
no equity compensation plans.
MANAGEMENT
The
Directors and officers of the Company are listed below with information about
their respective backgrounds. Each Director is elected to serve a
one-year term, until the next annual meeting of the shareholders or until
his/her successor is elected (or appointed) and qualified.
Name |
Age
|
Position
|
Hengyu
Liu
|
35
|
President,
Chief Executive Officer,
Secretary/Treasurer,
Chief Financial Officer, and
the
sole member of the Board of
Directors
|
Hengyu
Liu
Since
October 23, 2008, Mr. Liu has been our president, chief executive officer,
secretary/treasurer, chief financial officer, principal accounting officer and
the sole member of the board of directors. Since April 2002, Mr. Liu has been
the president of Vision Corp., a corporation located in Shanghai engaged in the
business of distributing PC and Console Video Games to the public. From April
2000 to July 2001, Mr. Liu was business development director for Payments Group
in Hong Kong. Payments Group is engaged in the business of payment processing.
From July 2001 to February 2002, Mr. Liu was Asia Business Project Manager for
Hewlett Packard China.
Audit
Committee Financial Expert
We do not
have an audit committee financial expert. We do not have an audit committee
financial expert because we believe the cost related to retaining a financial
expert at this time is prohibitive. Further, because we have no operations, at
the present time, we believe the services of a financial expert are not
warranted.
Conflicts
of Interest
There are
no conflicts of interest. Further, we have not established any policies to deal
with possible future conflicts of interest.
29
EXECUTIVE
COMPENSATION
SUMMARY
COMPENSATION TABLE
|
||||||||||||||||||||||||||||||||
Annual Compensation
|
Long Term Compensation
|
|||||||||||||||||||||||||||||||
Awards
|
Pay-outs
|
|||||||||||||||||||||||||||||||
Name and Principal
Position
|
Year(1)
|
Salary
|
Bonus
|
Other
|
Securities
Underlying
Options/
SARs
Granted
|
Restricted
Shares or
Restricted
Share
Units
|
LTIP
Pay-outs
|
All
Other
|
||||||||||||||||||||||||
Hengyu
Liu
President/Secretary/
|
2009
|
Nil
|
Nil
|
Nil
|
Nil
|
- 0 - |
Nil
|
Nil
|
||||||||||||||||||||||||
Treasurer/Director |
2008
|
Nil
|
Nil
|
Nil
|
Nil
|
1,000,000 |
Nil
|
Nil
|
||||||||||||||||||||||||
(1)
We were incorporated on October 23, 2008.
OPTION/SAR
GRANTS
We do not
currently have a stock option plan. No individual grants of stock options,
whether or not in tandem with stock appreciation rights known as SARs or
freestanding SARs have been made to any executive officer or any Director since
our inception, other than the issuance of 1,000,000 restricted shares of common
stock to Hengyu Liu, our President/Secretary/treasurer and sole Director;
accordingly, no stock options have been granted or exercised by any of the
officers or Directors since we were founded. The shares were granted to
Mr. Liu as compensation to act as President of the Company. These shares
will not become unrestricted until one year after the Company is no longer
considered a “shell” under Rule 144.
A company
is not a “shell” under Rule 144(i)(1)(i), uf it has not been a “shell” during
the past twelve months, due to the fact that it has more than:
|
“1.
|
no
or nominal operations;
|
|
2.
|
Assets
consisting solely of cash and cash equivalents;
or
|
|
3.
|
Assets
consisting of any amount of cash and cash equivalents and nominal other
assets,”
|
and has
filed its “Form 10 Information” as set forth in Rule 144(i)(2) and
(3),
LONG-TERM
INCENTIVE PLANS AND AWARDS
We do not
have any long-term incentive plans that provide compensation intended to serve
as incentive for performance. No individual grants or agreements regarding
future payouts under non-stock price-based plans have been made to any executive
officer or any Director or any employee or consultant since our inception;
accordingly, no future payouts under non-stock price-based plans or agreements
have been granted or entered into or exercised by our officer or Director or
employees or consultants since we were founded.
COMPENSATION
OF DIRECTORS
There are
no arrangements pursuant to which our Director is or will be compensated in the
future for any services provided as a Director.
30
EMPLOYMENT
CONTRACTS, TERMINATION OF EMPLOYMENT, CHANGE-IN-CONTROL
ARRANGEMENTS
There are
currently no employment agreements or other contracts or arrangements with our
officers or Directors. There are no compensation plans or arrangements,
including payments to be made by us, with respect to our officers, Directors or
consultants that would result from the resignation, retirement or any other
termination of any of our Directors, officers or consultants. There are no
arrangements for our Directors, officers, employees or consultants that would
result from a change-in-control.
AUDIT
COMMITTEE AND FINANCIAL EXPERT
We do not
have an audit committee or an audit committee financial expert. Our corporate
financial affairs are simple at this stage of development and each financial
transaction can be viewed by any officer or Director at will. The policy of
having no committee will change if the constitution of one such becomes
necessary as a result of growth of the Company or as mandated by public
policy.
CODE
OF ETHICS
We do not
currently have a Code of Ethics applicable to our principal executive, financial
and accounting officers.
POTENTIAL
CONFLICTS OF INTEREST
Since we
do not have an audit or compensation committee comprised of independent
Directors, the functions that would have been performed by such committees are
performed by our Board of Directors. Thus, there is a potential conflict of
interest in that our Directors have the authority to determine issues concerning
management compensation, in essence their own, and audit issues that may affect
management decisions. We are not aware of any other conflicts of interest with
any of our executives or Directors.
INVOLVEMENT
IN CERTAIN LEGAL PROCEEDINGS
We are
not aware of any material legal proceedings that have occurred within the past
five years concerning any Director, Director nominee, or control person which
involved a criminal conviction, a pending criminal proceeding, a pending or
concluded administrative or civil proceeding limiting one's participation in the
securities or banking industries, or a finding of securities or commodities law
violations.
CERTAIN
RELATED TRANSACTIONS
The
Company issued 1,000,000 shares to Shumei Jin, for services rendered and to be
rendered to the Company in becoming publicly traded, and for advancing a total
of up to $7,000 on behalf of the Company,for a value of $7,000 or $0.007 per
share.
The
Company issued 1,000,000 to Mengyuan Zhang, for services rendered and to be
rendered to the Company in becoming publicly traded, and for advancing a
total of up to $7,000 on behalf of the Company, for a value of $7,000 or $0.007
per share.
31
The
Company issued 1,000,000 to Yingjie Liu, for services rendered and to be
rendered to the Company in becoming publicly traded, and for advancing a total
of up to $7,000 on behalf of the Company, for a value of $7,000 or $0.007 per
share.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(i)
The following table sets forth certain information concerning the ownership of
the Common Stock by (a) each person who, to the best of our knowledge,
beneficially owned on that date more than 5% of our outstanding common stock,
(b) each of our Directors and executive officers and (c) all current Directors
and executive officers as a group. The following table is based upon an
aggregate of 3,000,000 shares of our common stock outstanding as of March 2,
2010.
Name and Address of
Beneficial Owner
|
Number of Shares of Common
Stock Beneficially
Owned or Right to
Direct Vote (1)
|
Percent of Common
Stock Beneficially
Owned or Right
to Direct Vote (1)
|
||||||
Shumei
Jin
No.
16 S Red Flag Road Gingu Garden Rm 404
Nankai
District, Tianjin China
|
1,000,000 | 33.3 | % | |||||
Mengyuan
Zhang
5268
Renmin Da jie
Changchun,
Jilin China
|
1,000,000 | 33.3 | % | |||||
Yingjie
Liu
No.
2 Maizi Dian Street
Chao
Yang District, Beijing China 100125
|
1,000,000 | 33.3 | % | |||||
Hengyu
Liu
C/o
the Company
|
- 0 - | - 0 - | ||||||
All
stockholders, and / or Directors and / or executive officers as a group
(two persons)
|
-0- |
(1)
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the “SEC”) and generally includes voting or
investment power with respect to securities. In accordance with SEC rules,
shares of common stock issuable upon the exercise of options or warrants which
are currently exercisable or which become exercisable within 60 days following
the date of the information in this table are deemed to be beneficially owned
by, and outstanding with respect to, the holder of such option or warrant.
Except as indicated by footnote, and subject to community property laws where
applicable, to our knowledge, each person listed is believed to have sole voting
and investment power with respect to all shares of common stock owned by such
person.
32
PLAN
OF DISTRIBUTION
We are
offering for sale a maximum of 2,000,000 shares of our common stock in a
self-underwritten offering directly to the public at a price of $0.04 per
share. Potential Investors should not take any steps to subscribe to this
Offering until we have an effective Registration Statement and provide a
Prospectus to you. There is no minimum amount of shares that we must sell in our
direct offering, and therefore no minimum amount of proceeds will be raised. No
arrangements have been made to place funds into escrow or any similar account.
Upon receipt, offering proceeds will be deposited into our operating account and
used to conduct our business and operations. Based on these factors, we
are not required to sell any minimum number of shares and therefore your
investment may be one of a small number of investments. If we are
unsuccessful in raising enough money as a result of this offering we may not be
able to initiate our business plan. We are offering the shares without any
underwriting discounts or commissions. The purchase price is $0.04 per
share. If all 2,000,000 shares are not sold within 180 days from the date
hereof, (which may be extended an additional 90 days in our sole discretion),
the offering for the balance of the shares will terminate and no further shares
will be sold.
Our
offering price of $0.04 per share was arbitrarily decided upon by our management
and is not based upon earnings or operating history, does not reflect our actual
value, and bears no relation to our earnings, assets, book value, net worth, or
any other recognized criteria of value. No independent investment banking firm
has been retained to assist in determining the offering price for the shares.
Such offering price was not based on the price of the issuance to our founders.
Accordingly, the offering price should not be regarded as an indication of any
future price of our stock.
We
anticipate applying to have our common stock quoted on the over-the-counter
(OTC) Bulletin Board upon the effectiveness of the registration statement of
which this prospectus forms a part. To have our securities quoted on the OTC
Bulletin Board we must: (1) be a company that reports its current financial
information to the Securities and Exchange Commission, banking regulators or
insurance regulators; and (2) has at least one market maker who completes and
files a Form 211 with FINRA. The OTC Bulletin Board differs substantially from
national and regional stock exchanges because it (1) operates through
communication of bids, offers and confirmations between broker-dealers, rather
than one centralized market or exchange; and, (2) securities admitted to
quotation are offered by one or more broker-dealers rather than “specialists”
which operate in stock exchanges. We have not yet engaged a market maker to
assist us to apply for quotation on the OTC Bulletin Board and we are not able
to determine the length of time that such application process will take. Such
time frame is dependent on comments we receive, if any, from the FINRA regarding
our Form 211 application.
There is
currently no market for our shares of common stock. There can be no assurance
that a market for our common stock will be established or that, if established,
such market will be sustained. Therefore, purchasers of our shares registered
hereunder may be unable to sell their securities, because there may not be a
public market for our securities. As a result, you may find it more difficult to
dispose of, or obtain accurate quotes of our common stock. Any purchaser of our
securities should be in a financial position to bear the risks of losing their
entire investment.
33
We intend
to sell the shares in this offering through Hengyu Liu an officer of the
Company. He will receive no commission from the sale of any shares. Hengyu Liu
or any other person that may be employed by the Company will not register as a
broker-dealer under section 15 of the Securities Exchange Act of 1934 in
reliance upon Rule 3a4-1. Rule 3a4-1 sets forth those conditions under which a
person associated with an issuer may participate in the offering of the issuer's
securities and not be deemed to be a broker/dealer. The conditions are
that:
1. The
person is not statutorily disqualified, as that term is defined in Section
3(a)(39) of the Act, at the time of his participation; and,
2. The
person is not compensated in connection with his participation by the payment of
commissions or other remuneration based either directly or indirectly on
transactions in securities;
3. The
person is not at the time of their participation, an associated person of a
broker/dealer; and,
4. The
person meets the conditions of Paragraph (a)(4)(ii) of Rule 3a4-1 of the
Exchange Act, in that he (A) primarily performs, or is intended primarily to
perform at the end of the offering, substantial duties for or on behalf of the
Issuer otherwise than in connection with transactions in securities; and (B) is
not a broker or dealer, or an associated person of a broker or dealer, within
the preceding twelve (12) months; and (C) do not participate in selling and
offering of securities for any Issuer more than once every twelve (12) months
other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).
Hengyu
Liu is not statutorily disqualified, is not being compensated, and is not
associated with a broker/dealer. He is and will continue to be our officers at
the end of the offering and have not been during the last twelve months and is
currently not a broker/dealer or associated with a broker/dealer. He has not
during the last twelve months and will not in the next twelve months offer or
sell securities for another corporation.
We will
not utilize the Internet to advertise our offering.
OFFERING
PERIOD AND EXPIRATION DATE
This
offering will start on the date of this registration statement is declared
effective by the SEC and continue for a period of 180 days. We may extend the
offering period for an additional 90 days, or unless the offering is completed
or otherwise terminated by us. We will not accept any money until this
registration statement is declared effective by the SEC.
34
PROCEDURES
FOR SUBSCRIBING
Investors should not take any steps
to complete any Subscription Agreements or send any funds until the Registration
Statement has been declared effective by the SEC and a Prospectus has been
delivered to you by the Company as required by Section 10 of the Securities Act
of 1933. We will not accept any money until this registration statement
is declared effective by the SEC. Once the registration statement is declared
effective by the SEC, if you decide to subscribe for any shares in this
offering, you must:
1.
execute and deliver a subscription agreement; and
2.
deliver a check or certified funds to us for acceptance or
rejection.
All
checks for subscriptions must be made payable to “China US Events
Corp.”
RIGHT
TO REJECT SUBSCRIPTIONS
We have
the right to accept or reject subscriptions in whole or in part, for any reason
or for no reason. All monies from rejected subscriptions will be returned
immediately by us to the subscriber, without interest or
deductions.
UNDERWRITERS
We have
no underwriter and do not intend to have one. In the event that we sell or
intend to sell by means of any arrangement with an underwriter, then we will
file a post-effective amendment to this S-1 to accurately reflect the changes to
us and our financial affairs and any new risk factors, and in particular to
disclose such material relevant to this Plan of Distribution.
REGULATION
M
We are
subject to Regulation M of the Securities Exchange Act of 1934. Regulation M
governs activities of underwriters, issuers, selling security holders, and
others in connection with offerings of securities. Regulation M prohibits
distribution participants and their affiliated purchasers from bidding for
purchasing or attempting to induce any person to bid for or purchase the
securities being distribute.
SECTION
15(G) OF THE EXCHANGE ACT
Our
shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as
amended, and Rules 15g-1 through 15g-6 promulgated thereunder. They impose
additional sales practice requirements on broker/dealers who sell our securities
to persons other than established customers and accredited investors (generally
institutions with assets in excess of $5,000,000 or individuals with net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouses).
Rule
15g-1 exempts a number of specific transactions from the scope of the penny
stock rules.
Rule
15g-2 declares unlawful broker/dealer transactions in penny stocks unless the
broker/dealer has first provided to the customer a standardized disclosure
document.
35
Rule
15g-3 provides that it is unlawful for a broker/dealer to engage in a penny
stock transaction unless the broker/dealer first discloses and subsequently
confirms to the customer current quotation prices or similar market information
concerning the penny stock in question.
Rule
15g-4 prohibits broker/dealers from completing penny stock transactions for a
customer unless the broker/dealer first discloses to the customer the amount of
compensation or other remuneration received as a result of the penny stock
transaction.
Rule
15g-5 requires that a broker/dealer executing a penny stock transaction, other
than one exempt under Rule 15g-1, disclose to its customer, at the time of or
prior to the transaction, information about the sales persons
compensation.
Rule
15g-6 requires broker/dealers selling penny stocks to provide their customers
with monthly account statements.
Rule
15g-9 requires broker/dealers to approved the transaction for the customer's
account; obtain a written agreement from the customer setting forth the identity
and quantity of the stock being purchased; obtain from the customer information
regarding his investment experience; make a determination that the investment is
suitable for the investor; deliver to the customer a written statement for the
basis for the suitability determination; notify the customer of his rights and
remedies in cases of fraud in penny stock transactions; and, the FINRA's toll
free telephone number and the central number of the North American
Administrators Association, for information on the disciplinary history of
broker/dealers and their associated persons.
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Kyle L.
Tingle, CPA, LLC is our registered independent auditor. There have not been any
changes in or disagreements with our auditors on accounting and financial
disclosure or any other matter.
INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Our
Certificate of Incorporation, as amended, provides to the fullest extent
permitted by Delaware law, our Directors, or officers shall not be personally
liable to us or our stockholders for damages for breach of such Director's or
officer's fiduciary duty. The effect of this provision of our Articles of
Incorporation, as amended, is to eliminate our right and our stockholders
(through stockholders' derivative suits on behalf of our Company) to recover
damages against a Director or officer for breach of the fiduciary duty of care
as a Director or officer (including breaches resulting from negligent or grossly
negligent behavior), except under certain situations defined by statute. We
believe that the indemnification provisions in our Certificate of Incorporation,
as amended, are necessary to attract and retain qualified persons as Directors
and officers.
36
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to Directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a Director, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
Director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
LEGAL
MATTERS
The legal
opinion rendered by Michael S. Krome Esq. regarding the common stock of
China US Events Corp. registered on Form S-1 is as set forth in their opinion
letter included in this prospectus.
EXPERTS
Our
financial statements as of December 31, 2008, and for the period then ended and
cumulative from inception (October 23, 2008), appearing in this prospectus and
registration statement have been audited by Kyle L. Tingle, CPA, LLC an
independent registered Public Accounting Firm, as set forth on their report
thereon appearing elsewhere in this prospectus, and are included in reliance
upon such report given upon the authority of such firm as experts in accounting
and auditing.
INTEREST
OF NAMED EXPERTS AND COUNSEL
No expert
or counsel named in this prospectus as having prepared or certified any part of
this prospectus or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration
or offering of the common stock was employed on a contingency basis or had, or
is to receive, in connection with the offering, a substantial interest, directly
or indirectly, in the Registrant or any of its parents or subsidiaries. Nor was
any such person connected with the Registrant or any of its parents,
subsidiaries as a promoter, managing or principal underwriter, voting trustee,
Director, officer, or employee.
AVAILABLE
INFORMATION
We have
filed a registration statement on Form S-1 under the Securities Act of 1933, as
amended, relating to the shares of common stock being offered by this
prospectus, and reference is made to such registration statement. This
prospectus constitutes the prospectus of China US Events Corp. filed as part of
the registration statement, and it does not contain all information in the
registration statement, as certain portions have been omitted in accordance with
the rules and regulations of the Securities and Exchange
Commission.
37
We are
subject to the informational requirements of the Securities Exchange Act of
1934, which requires us to file reports, proxy statements and other information
with the Securities and Exchange Commission. Such reports, proxy statements and
other information may be inspected at public reference facilities of the SEC at
100 F Street N.E., Washington D.C. 20549. Copies of such material can be
obtained from the Public Reference Section of the SEC at 100 F Street N.E.,
Washington, D.C. 20549 at prescribed rates. Because we file documents
electronically with the SEC, you may also obtain this information by visiting
the SEC's Internet website at http://www.sec.gov.
We
furnish our stockholders with annual reports containing audited financial
statements.
38
CHINA
US EVENTS CORP.
FINANCIAL
STATEMENTS
For the
period from October 23, 2008 (date of inception), to December 31,
2008.
39
Report of Independent
Registered Public Accounting Firm
To the
Board of Directors
China US
Events Corp. fka Hengyu Liu Corp.
Shanghai,
China
We have
audited the accompanying balance sheet of China US Events Corp. fka Hengyu Liu
Corp. (A Development Stage Enterprise) as of December 31, 2008 and the related
statements of operations, stockholders’ equity, and cash flows for the period
October 23, 2008 (inception) through December 31, 2008. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of China US Events Corp. fka Hengyu
Liu Corp. (A Development Stage Enterprise) as of December 31, 2008 and the
results of its operations and cash flows for period October 23, 2008 (inception)
through December 31, 2008, in conformity with U.S. generally accepted accounting
principles.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has limited operations and has no established source of
revenue. This raises substantial doubt about its ability to continue
as a going concern. Management’s plan in regard to these matters is also
described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Kyle L.
Tingle, CPA, LLC
March 7,
2009
Las
Vegas, Nevada
40
CHINA
US EVENTS CORP.
(A
DEVELOPMENT STAGE ENTERPRISE)
BALANCE
SHEETS
December 31,
|
December 31,
|
|||||||
2009
|
2008
|
|||||||
ASSETS
|
||||||||
CURRENT
ASSETS
|
||||||||
Cash
|
$ | 20,621 | $ | 21,371 | ||||
Total
Current Assets
|
20,621 | 21,371 | ||||||
Total
Assets
|
$ | 20,621 | $ | 21,371 | ||||
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
||||||||
CURRENT
LIABILITIES
|
||||||||
Officer
advances
|
$ | 24,075 | $ | 21,400 | ||||
Total
Current Liabilities
|
24,075 | 21,400 | ||||||
STOCKHOLDERS'
DEFICIT
|
||||||||
Common
stock, $.0001 par value, 50,000,000 shares authorized,
|
||||||||
3,000,000
shares issued and outstanding at December 31, 2009 and December 31,
2008
|
300 | 300 | ||||||
Accumulated
deficit during development stage
|
(3,754 | ) | (329 | ) | ||||
Total
Stockholders' Deficit
|
(3,454 | ) | (29 | ) | ||||
Total
Liabilities and Stockholders' Deficit
|
$ | 20,621 | $ | 21,371 |
41
CHINA
US EVENTS CORP.
(A
DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS
OF OPERATIONS
October 23, 2008
|
||||||||
Year Ended
|
(inception) to
|
|||||||
December 31,
|
December 31,
|
|||||||
2009
|
2009
|
|||||||
Revenues
|
$ | - | $ | - | ||||
Cost
of revenue
|
- | - | ||||||
Gross
profit
|
- | - | ||||||
Selling,
general and administrative expenses
|
3,425 | 3,754 | ||||||
Operating
(loss)
|
(3,425 | ) | (3,754 | ) | ||||
Non-operating
income (expense)
|
- | - | ||||||
(Loss)
before income taxes
|
(3,425 | ) | (3,754 | ) | ||||
Income
taxes
|
- | - | ||||||
Net
(loss)
|
$ | (3,425 | ) | $ | (3,754 | ) | ||
Net
(loss) per share, basic and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||
Weighted
average common shares outstanding
|
||||||||
Basic
and diluted
|
3,000,000 | 3,000,000 |
42
CHINA
US EVENTS CORP.
(A
DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS
OF STOCKHOLDERS' DEFICIT
Accumulated
|
||||||||||||||||||||
(Deficit)
|
||||||||||||||||||||
Additional
|
During
|
|||||||||||||||||||
Common Stock
|
Paid-in
|
Development
|
||||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Total
|
||||||||||||||||
October
23, 2008 (inception) Shares issued
|
3,000,000 | $ | 300 | $ | - | $ | - | $ | 300 | |||||||||||
Net
loss, December 31, 2008
|
- | - | - | (329 | ) | (329 | ) | |||||||||||||
Balance,
December 31, 2008
|
3,000,000 | 300 | - | (329 | ) | (29 | ) | |||||||||||||
Net
loss, December 31, 2009
|
- | - | - | (3,425 | ) | (3,425 | ) | |||||||||||||
Balance,
December 31, 2009
|
3,000,000 | $ | 300 | $ | - | $ | (3,754 | ) | $ | (3,454 | ) |
43
CHINA
US EVENTS CORP.
(A
DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS
OF CASH FLOWS
October 23, 2008
|
||||||||
Year Ended
|
(inception) to
|
|||||||
December 31,
|
December 31,
|
|||||||
2009
|
2009
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net
(loss)
|
$ | (3,425 | ) | $ | (3,754 | ) | ||
Net
cash provided by (used in) operating activities
|
(3,425 | ) | (3,754 | ) | ||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
- | - | ||||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Issuance
of common stock
|
- | 300 | ||||||
Increase
(decrease) in officer advances
|
2,675 | 24,075 | ||||||
Net
cash provided by (used in) financing activities
|
2,675 | 24,375 | ||||||
Net
increase (decrease) in cash
|
(750 | ) | 20,621 | |||||
Cash,
beginning of period
|
21,371 | - | ||||||
Cash,
end of period
|
$ | 20,621 | $ | 20,621 | ||||
SUPPLEMENTAL
DISCLOSURES:
|
||||||||
Interest
payments
|
$ | - | $ | - | ||||
Income
tax payments
|
$ | - | $ | - |
44
CHINA
US EVENTS CORP.
(A
DEVELOPMENT STAGE ENTERPRISE)
FINANCIAL
STATEMENTS
FROM
OCTOBER 23, 2008 (INCEPTION) TO SEPTEMBER 30, 2009
(unaudited)
Index
to Financial Statements
Page(s)
|
|
Financial
Statements
|
|
Balance
Sheets
|
F-1
|
Statements
of Operations
|
F-2
|
Statements
of Cash Flows
|
F-3
|
Notes
to Financial Statements
|
F-4
|
45
CHINA
US EVENTS CORP.
(A
DEVELOPMENT STAGE ENTERPRISE)
BALANCE
SHEETS
September 30,
|
December 31,
|
|||||||
2009
|
2008
|
|||||||
(unaudited)
|
||||||||
ASSETS
|
||||||||
CURRENT
ASSETS
|
||||||||
Cash
|
$ | 20,621 | $ | 21,371 | ||||
Total
Current Assets
|
20,621 | 21,371 | ||||||
Total
Assets
|
$ | 20,621 | $ | 21,371 | ||||
LIABILITIES
AND STOCKHOLDERS' DEFICIT
|
||||||||
CURRENT
LIABILITIES
|
||||||||
Officer
advances
|
$ | 24,075 | $ | 21,400 | ||||
Total
Current Liabilities
|
24,075 | 21,400 | ||||||
STOCKHOLDERS'
DEFICIT
|
||||||||
Common
stock, $.0001 par value, 50,000,000 shares authorized, 3,000,000 shares
issued and outstanding at September 30, 2009 and December 31,
2008
|
300 | 300 | ||||||
Accumulated
deficit during development stage
|
(3,754 | ) | (329 | ) | ||||
Total
Stockholders' Deficit
|
(3,454 | ) | (29 | ) | ||||
Total
Liabilities and Stockholders' Deficit
|
$ | 20,621 | $ | 21,371 |
The
accompanying notes are an integral part of these financial
statements.
F-1
CHINA
US EVENTS CORP.
(A
DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS
OF OPERATIONS
(unaudited)
October 23, 2008
|
||||||||
Nine Months Ended
|
(inception) to
|
|||||||
September 30,
|
September 30,
|
|||||||
2009
|
2009
|
|||||||
Revenues
|
$ | - | $ | - | ||||
Cost
of revenue
|
- | - | ||||||
Gross
profit
|
- | - | ||||||
Selling,
general and administrative expenses
|
3,425 | 3,754 | ||||||
Operating
(loss)
|
(3,425 | ) | (3,754 | ) | ||||
Non-operating
income (expense)
|
- | - | ||||||
(Loss)
before income taxes
|
(3,425 | ) | (3,754 | ) | ||||
Income
taxes
|
- | - | ||||||
Net
(loss)
|
$ | (3,425 | ) | $ | (3,754 | ) | ||
Net
(loss) per share, basic and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||
Weighted
average common shares outstanding
|
||||||||
Basic
and diluted
|
3,000,000 | 3,000,000 |
The
accompanying notes are an integral part of these financial
statements.
F-2
CHINA
US EVENTS CORP.
(A
DEVELOPMENT STAGE ENTERPRISE)
STATEMENTS
OF CASH FLOWS
(unaudited)
October 23, 2008
|
||||||||
Nine Months Ended
|
(inception) to
|
|||||||
September 30,
|
September 30,
|
|||||||
2009
|
2009
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net
(loss)
|
$ | (3,425 | ) | $ | (3,754 | ) | ||
Net
cash provided by (used in) operating activities
|
(3,425 | ) | (3,754 | ) | ||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
- | - | ||||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Issuance
of common stock
|
- | 300 | ||||||
Increase
(decrease) in officer advances
|
2,675 | 24,075 | ||||||
Net
cash provided by (used in) financing activities
|
2,675 | 24,375 | ||||||
Net
increase (decrease) in cash
|
(750 | ) | 20,621 | |||||
Cash,
beginning of period
|
21,371 | - | ||||||
Cash,
end of period
|
$ | 20,621 | $ | 20,621 | ||||
SUPPLEMENTAL
DISCLOSURES:
|
||||||||
Interest
payments
|
$ | - | $ | - | ||||
Income
tax payments
|
$ | - | $ | - |
The
accompanying notes are an integral part of these financial
statements.
F-3
CHINA
US EVENTS CORP.
(A
DEVELOPMENT STAGE ENTERPRISE)
NOTES
TO FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
(unaudited)
NOTE
1 - NATURE OF THE BUSINESS
China Us
Events Corp. (the "Company") was incorporated under the laws of the State of
Delaware on October 23, 2008, under the name Hengyu Liu Corp. On
February 23, 2009, the Company amended its Certificate of Incorporation and
changed its name to China US Events Corp. The Company is developing a website
(www.chinausevents.com) that will offer jet chartering and other travel related
services primarily to western business executives within China and leisure
traveler within Asia. The Company currently has no operations and, in
accordance with Statement of Financial Accounting Standard (SFAS) No. 7,
"Accounting and Reporting by Development Stage Enterprises," is considered a
Development Stage Enterprise.
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of
Presentation
The
accompanying financial statements are prepared in accordance with accounting
principles generally accepted in the United States.
Use of
Estimates
The
preparation of the statement of financial condition in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the balance sheet and reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Cash and Cash
Equivalents
For
purposes of the statement of cash flows, the Company considers highly liquid
financial instruments purchased with a maturity of three months or less to be
cash equivalents.
Income
Taxes
The
Company utilizes the liability method of accounting for income taxes. Under the
liability method, deferred tax assets and liabilities are determined based on
the differences between financial reporting basis and tax basis of the assets
and liabilities and are measured using enacted tax rates that will be in effect
when the differences are expected to reverse. An allowance against deferred tax
assets is recognized, when it is more likely than not, that such tax benefits
will not be realized.
Net Loss Per
Share
Basic
loss per share is calculated using the weighted-average number of common shares
outstanding during each period. Diluted loss per share includes potentially
dilutive securities such as outstanding options and warrants, using various
methods such as the treasury stock or modified treasury stock method in the
determination of dilutive shares outstanding during each period. The Company
does not have any potentially dilutive instruments.
Fair Value of Financial
Instruments
The
carrying amounts reported in the statements of financial position for current
assets and current liabilities qualifying as financial instruments are a
reasonable estimate of fair value due to the short term maturity of these
instruments.
F-4
CHINA
US EVENTS CORP.
(A
DEVELOPMENT STAGE ENTERPRISE)
NOTES
TO FINANCIAL STATEMENTS
SEPTEMBER
30, 2009
(unaudited)
Going
Concern
The
Company's financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern. This contemplates
the realization of assets and the liquidation of liabilities in the normal
course of business. Currently, the Company does not have cash or any material
assets, nor does it have operations or a source of revenue sufficient to cover
its operation costs and allow it to continue as a going concern. The Company
will offer non-cash consideration and seek equity lines as a means of financing
its operations. In the event that funding from internal sources or from public
or private financing is insufficient to fund the business at current levels, the
Company will have to substantially cut back its level of spending which could
substantially curtail its operations. There can be no assurance that the Company
will be successful in obtaining funding in order to continue as a going
concern.
NOTE
3 - OFFICER ADVANCES
The
Company has incurred costs while trying to start business. An officer of the
Company has advanced funds on behalf of the Company to pay for these costs and
other de minims operating costs the Company may have incurred. These funds have
been advanced interest free. As of September 30, 2009, the Company
owed the officer $24,075.
NOTE
4 - STOCKHOLDERS' EQUITY
Common
Stock
As of
September 30, 2009, the Company has 50,000,000 shares of common stock authorized
and 3,000,000 shares issued and outstanding at par value $0.0001 per share. The
3,000,000 shares were issued to three founding shareholders at October 23,
2008.
F-5
CHINA
US EVENTS CORP.
Common
Stock
PROSPECTUS
You
should rely only on the information contained in this document. We have not
authorized anyone to provide you with information that is different. This
Prospectus is not an offer to sell common stock and is not soliciting an offer
to buy common stock in any state where the offer or sale is not
permitted.
Until
______________, 2009, all dealers that effect transactions in these securities,
whether or not participating in the offering, may be required to deliver a
prospectus. This is in addition to the dealers' obligation to deliver a
prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
____________,
2009
46
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Our
Certificate of Incorporation, as amended, provides to the fullest extent
permitted by Delaware law, our Directors, or officers shall not be personally
liable to us or our stockholders for damages for breach of such Director's or
officer's fiduciary duty. The effect of this provision of our Articles of
Incorporation, as amended, is to eliminate our right and our stockholders
(through stockholders' derivative suits on behalf of our Company) to recover
damages against a Director or officer for breach of the fiduciary duty of care
as a Director or officer (including breaches resulting from negligent or grossly
negligent behavior), except under certain situations defined by statute. We
believe that the indemnification provisions in our Certificate of Incorporation,
as amended, are necessary to attract and retain qualified persons as Directors
and officers.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to Directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a Director, officer, or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
Director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
Item 25.
Other Expenses of Issuance and Distribution.
The
following table sets forth the expenses in connection with the issuance and
distribution of the securities being registered hereby. All such expenses will
be borne by the Registrant.
Securities
and Exchange Commission registration fee
|
$ | 4.46 | ||
Legal
fees and expenses (1)
|
$ | 12,500.00 | ||
Accounting
fees and expenses (1)
|
$ | 5,000.00 | ||
Miscellaneous
(1)
|
$ | 2,50000 | ||
Total
(1)
|
$ | 20,004.46 |
(1)
Estimated.
47
The
following sets forth information regarding all sales of our unregistered
securities during the past three years. None of the holders of the shares issued
below have subsequently transferred or disposed of their shares and the list is
also a current listing of the Company's stockholders.
On or
before December 31, 2008, we issued a total of 3,000,000 shares of our common
stock to three individuals, as follows:
The
Company issued, on October 23, 2008, 1,000,000 shares to Shumei Jin, for
services rendered and to be rendered to the Company in becoming publicly traded,
and for advancing a total of up to $7,000 on behalf of the Company,for a value
of $7,000 or $0.007 per share.
The
Company issued, on October 23, 2008, 1,000,000 to Mengyuan Zhang, for
services rendered and to be rendered to the Company in becoming
publicly traded, and for advancing a total of up to $7,000 on behalf of the
Company, for a value of $7,000 or $0.007 per share.
The
Company issued, on October 23, 2008, 1,000,000 to Yingjie Liu, for
services rendered and to be rendered to the Company in becoming publicly traded,
and for advancing a total of up to $7,000 on behalf of the Company, for a value
of $7,000 or $0.007 per share.
With
respect to the issuances above, China US Events Corp. relied upon Section 4(2)
of the Act and Rule 506 of Regulation D for these transactions regarding the
issuance of its unregistered securities. In each instance, such
reliance was based upon the fact that (i) the issuance of the shares did not
involve a public offering; (ii) there were no more than 35 investors (excluding
“accredited investors”); (iii) each investor who was not an accredited investor
either alone or with his purchaser representative(s) has such knowledge and
experience in financial and business matters that he is capable of evaluating
the merits and risks of the prospective investment, or the issuer reasonably
believes immediately prior to making any sale that such purchaser comes within
this description; (iv) the offers and sales were made in compliance with Rules
501 and 502; (v) the securities were subject to Rule 144 limitation on resale;
and (vi) each of the parties is a sophisticated purchaser and had full access to
the information on China US Events Corp. necessary to make an informed
investment decision by virtue of the due diligence conducted by the purchaser or
available to the purchaser prior to the transaction.
Neither
the offer nor the sale of any of the securities was accomplished by the
publication of any advertisement. Each investor received copies of disclosure
documents.
The
following exhibits are filed as part of this Registration
Statement:
Exhibit
|
Description of Exhibit
|
|
3.1
(1)
|
Certificate
of Incorporation of China US Events Corp.
|
|
3.2
(1)
|
Amendment
to Certificate of Incorporation of China US Events
Corp.
|
|
3.3
(1)
|
Bylaws
of China US Events Corp.
|
|
5.1
(2)
|
Opinion
of Michael S. Krome, Esq.
|
|
10.1
(2)
|
Form
of Subscription Agreement for Shares in the Offering
|
|
23.1
(2)
|
Consent
of Davis Accounting Group P.C., Registered Independent
Auditor
|
|
23.2
(2)
|
Consent
of Michael S. Krome, Esq. (included in Exhibit
5.1)
|
48
(1)
|
Previously
filed on registration Statement on Form S-1, filed with the Securities and
Exchange Commission on April 10,
2009
|
(2)
|
Filed
herewith
|
The
undersigned Registrant hereby undertakes to:
The
undersigned Registrant hereby undertakes to:
a.
|
The
undersigned registrant hereby
undertakes:
|
1.
|
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
|
i.
|
To
include any prospectus required by section
10(a)(3) of the Securities Act of
1933;
|
ii.
|
To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to
Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the effective
registration statement.
|
iii.
|
To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement;
|
Provided
however, That:
49
A.
|
Paragraphs
(a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration
statement is on Form S-8, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or
section
15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement;
and
|
B.
|
Paragraphs
(a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the
registration statement is on Form S-3 or
Form F-3
and the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement, or is contained in a form of prospectus filed
pursuant to Rule
424(b) that is part of the registration
statement.
|
2.
|
That,
for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
|
3.
|
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
|
4.
|
If
the registrant is a foreign private issuer, to file a post-effective
amendment to the registration statement to include any financial
statements required by Item 8.A. of Form 20-F at
the start of any delayed offering or throughout a continuous offering.
Financial statements and information otherwise required by Section
10(a)(3) of the Act need not be furnished, provided that the
registrant includes in the prospectus, by means of a post-effective
amendment, financial statements required pursuant to this paragraph (a)(4)
and other information necessary to ensure that all other information in
the prospectus is at least as current as the date of those financial
statements. Notwithstanding the foregoing, with respect to registration
statements on Form F-3, a
post-effective amendment need not be filed to include financial statements
and information required by Section 10(a)(3) of the Act or Rule 3-19 of
this chapter if such financial statements and information are contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or
section
15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Form
F-3.
|
50
5.
|
That,
for the purpose of determining liability under the Securities Act of 1933
to any purchaser:
|
i.
|
If
the registrant is relying on Rule 430B (�230.430B of this
chapter):
|
A.
|
Each
prospectus filed by the registrant pursuant to Rule
424(b)(3)shall be deemed to be part of the registration statement
as of the date the filed prospectus was deemed part of and included in the
registration statement; and
|
B.
|
Each
prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5),
or (b)(7)
as part of a registration statement in reliance on Rule 430B relating to
an offering made pursuant to Rule
415(a)(1)(i), (vii), or (x) for the
purpose of providing the information required by section 10(a) of the
Securities Act of 1933 shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form of
prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof. Provided, however, that no
statement made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a
time of contract of sale prior to such effective date, supersede or modify
any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such effective date;
or
|
ii.
|
If
the registrant is subject to Rule 430C, each prospectus filed pursuant to
Rule 424(b) as part of a registration statement relating to an offering,
other than registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to be part of
and included in the registration statement as of the date it is first used
after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of
the registration statement will, as to a purchaser with a time of contract
of sale prior to such first use, supersede or modify any statement that
was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to
such date of first
use.
|
51
6.
|
That,
for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such
purchaser:
|
i.
|
Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424;
|
ii.
|
Any
free writing prospectus relating to the offering prepared by or on behalf
of the undersigned registrant or used or referred to by the undersigned
registrant;
|
iii.
|
The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant;
and
|
iv.
|
Any
other communication that is an offer in the offering made by the
undersigned registrant to the
purchaser.
|
(2)
If the Registrant is subject to Rule 430C,
Each
prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule 430B
or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be
part of and included in the registration statement as of the date it is first
used after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
52
(b)
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the “Act”) may be permitted to Directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.
In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a Director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such Director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
(c) That,
for the purpose of determining liability under the Securities Act to any
purchaser:
(2) If
the Registrant is subject to Rule 430C,
Each
prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule 430B
or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be
part of and included in the registration statement as of the date it is first
used after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned; thereunto duly authorized, in the Pu Dong District, Shanghai,
China, on March 2, 2010.
China
US Events Corp.
|
|
By: /s/ Hengyu Liu
|
|
Hengyu
Liu,
|
|
President,
Principal Executive Officer,
Principal
Accounting/Financial Officer, and
Sole
Director
|
53
POWER OF
ATTORNEY
The
undersigned Directors and officers of China US Events Corp. hereby constitute
and appoint Hengyu Liu with full power to act and with full power of
substitution and re-substitution, our true and lawful attorneys-in-fact with
full power to execute in our name and behalf in the capacities indicated below
any and all amendments (including post-effective amendments and amendments
thereto) to this Registration Statement under the Securities Act of 1933 and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission and hereby ratify and
confirm each and every act and thing that such attorneys-in-fact, or any them,
or their substitutes, shall lawfully do or cause to be done by virtue
thereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
Signature
|
Title
|
Date
|
||
/s/ Hengyu Liu
|
Principal
Executive Officer
|
March
2, 2010
|
||
Principal
Financial Officer
|
||||
Hengyu
Liu
|
Principal
Accounting Officer
|
|||
|
and
Sole Director
|
|
54