Attached files
U.S.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Amendment No.
1
FORM
S-1 /A
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Lin’an
Tengda Food Corp.
(Exact
name of Registrant as specified in its charter)
WYOMING
|
26-3740348
|
(State
or other jurisdiction of incorporation or
organization)
|
(I.R.S.
Employer Identification Number)
|
(Name
and address of principal executive offices)
|
|
Lin’an
Tengda Food Corp.
Address: Maoli Village, Longgang
Town, Lin'an
City,
Zhejiang Province
Telephone:
0086-571-63633886
Fax: 0086-571-63633886
Contact:
Wu Xiaozhong
Registered
Agent for Service of Process:
SmallBiz
Agents, Inc.
109
W. 17th
Street
Cheyenne,
WY 82001
|
If any of
the securities registered on this form are being offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act, 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, 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, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
If
delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.
Large
accelerated filer o Accelerated Filer o
Non-accelerated
filer o
Smaller reporting company x
CALCULATION
OF REGISTRATION FEE
TITLE
OF EACH
CLASS
OF
SECURITIES
TO
BE
REGISTERED
|
AMOUNT
TO BE
REGISTERED
|
PROPOSED
MAXIMUM
OFFERING
PRICE
PER
SHARE
(1)
|
PROPOSED
MAXIMUM
AGGREGATE
OFFERING
PRICE
(2)
|
AMOUNT
OF
REGISTRATION
FEE
(3)
|
Common
Stock
|
600,000
shares
|
$0.30
|
$180,000
|
$10.44
|
(1)
Registration fee has been paid via Fedwire.
(2) This
is the initial public offering and no current trading market exists for our
stock.
(3)
Estimated solely for the purpose of calculating the registration fee pursuant to
Rule 457(c).
(4) Estimated
solely for the purpose of computing the amount of the registration
fee pursuant to Rule 457(o) under the Securities Act.
The
registrant hereby amends this registration statement on such date or dates as
may be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. We may not
sell our shares until the registration statement filed with the Securities and
Exchange Commission is effective. This prospectus is not an offer to sell our
shares, and it is not soliciting an offer to buy our shares in any state where
the offer or sale is not permitted.
We are
offering to the public 600,000 shares of common stock, at $0.30 per share, on a
“best efforts” basis in a “direct public offering” through our sole officer and
director. This offering terminates 365 days after commencement of this offering,
which will be upon effectiveness of this registration statement. There are no
provisions for the return of funds if only a small number of shares are sold and
no minimum subscription amount has been set for these shares to be sold by
Lin’an Tengda Food Corp. and no commissions will be paid for the sale of the
600,000 shares offered by Lin’an Tengda Food Corp. This is our initial public
offering, and no public market currently exists for our shares. The offering
price may not reflect the market price of our shares after the offering. There
is no minimum purchase requirement for prospective stockholders and no
arrangement to place funds in an escrow, trust, or similar account. We do intend
to place the funds into a segregated bank account. The segregated account is not
an escrow, trust or similar account.
An
investment in our common stock involves a high degree of risk. You should
purchase our common stock only if you can afford a complete loss of your
purchase.
See
“Risk Factors” beginning on page 3 for a discussion of material risks that you
should consider prior to purchasing any of our common stock.
COPIES
OF COMMUNICATIONS TO:
Jian Di
B423 Minghu building No.24 Huangsi street Western city
district
Beijing 100120 China
Telephone: 008610-62072026
Fax: 008610-62379939
SUBJECT
TO COMPLETION, Dated March 23, 2010
PROSPECTUS
Lin’an
Tengda Food Corp.
600,000
Shares of Common Stock
Price
Per Share: $.30
Total
cash proceeds if all shares are sold: $180,000
This
is our initial public offering. We are offering up to 600,000 shares of our
common stock at a price of $0.30 per share. We will offer the shares ourselves
and do not plan to use underwriters or pay any commissions. The shares will be
offered and sold by our CEO. There is no trading market for our common
stock.
The offering is being conducted on a self-underwritten, best
effort basis, which means our officer and/or director, will attempt to sell the
shares. This Prospectus will permit our officer and/or director to sell the
shares directly to the public, with no commission or other remuneration payable
to him for any shares he may sell. Mr. Wu Xiaozhong will sell the shares and
intends to offer them to friends, family members and business acquaintances. In
offering the securities on our behalf, he will rely on the safe harbor from
broker-dealer registration set out in Rule 3a4-1 under the Securities and
Exchange Act of 1934. We intend to open a standard, non-interest bearing, bank
checking account to be used only for the deposit of funds received from the sale
of the shares in this offering. The shares will be offered at a price of $.30
per share for a period three hundred sixty five (365) days from the effective
date of this prospectus, unless extended by our board of director for an
additional 180days.
Offering
Price
|
Underwriting
Discounts
and
Commissions
|
Proceeds
to Company
|
|
Per
Share
|
$0.30
|
None
|
$0.30
|
Total
|
$180,000
|
None
|
$180,000
|
Our
common stock is presently not traded on any market or securities exchange. The
sales price to the public is fixed at $0.30 per share until such time as the
shares of our common stock are traded on the Over-The-Counter Bulletin Board
(“OTCBB”), which is sponsored by the Financial Industry Regulatory Authority
(“FINRA”) formerly known as the National Association of Securities Dealers or
FINRA). The OTCBB is a network of security dealers who buy and sell stock. The
dealers are connected by a computer network that provides information on current
"bids" and "asks", as well as volume information. Although we intend to apply
for quotation of our common stock on the FINRA Over-The-Counter Bulletin Board
through a market maker, public trading of our common stock may never
materialize. If our common stock becomes traded on the FINRA Over-The-Counter
Bulletin Board, then the sale price to the public will vary according to
prevailing market prices or privately negotiated prices by the selling
shareholders.
The
purchase of the securities offered through this prospectus involves a high
degree of risk. See section entitled “Risk Factors”
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
The
information in this prospectus is not complete and may be changed. We may not
sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. The prospectus is not an offer to sell
these securities and it is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted.
The
Date of This Prospectus is: March 23,
2010
PROSPECTUS
SUMMARY AND RISK FACTORS
PROSPECTUS
SUMMARY
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of
these securities or passed upon the adequacy or accuracy of the prospectus. Any
representation to the contrary is a criminal offense.
You
should read the following summary together with the more detailed information
about our company and the common stock being registered in this offering and our
financial statements and the notes to those statements included elsewhere in
this prospectus. The selling stockholders are selling shares of common stock
covered by this prospectus for their own account References in this prospectus
to “we,” “our,” “us”, “Lin’an” and the “Company” refer to LIN’AN TENGDA FOOD
CORP.
LIN’AN
TENGDA FOOD CORP.
Corporate
Background
We are a
development stage company under the Securities Act of
1933. The company plans to be an integral export-oriented
enterprise of exportation and trade, the main production is quick-frozen, also
referred to as flash frozen, vegetables. The vegetables are frozen to preserve
freshness and nutritional value. The freezing process takes three to five
minutes to make the moisture in the vegetable cell freeze into crystal water
under a temperature between -30 degree to -35 degree so that the cytoderm is not
destroyed. Then the frozen vegetable will be stored into the cold rooms where
the central temperature is -18 degree. The vegetables can be stored under this
temperature for about 3 years with no damage of the vegetable flavor and
shape.
Located
in Maoli Village, Longgang Town, Lin’an City, Zhejiang Province, is undertaking
a leading role of vegetable industry development in Lin’an City. Due to rich
local agricultural vegetable resources, the government pays much attention to
the development of agro-processing industry; therefore, in the cooperation of
this project, Lin’an Tengda Food Corp. and the local government are mutual
reciprocity and mutual benefit, which will bring more convenient to enterprise
production and security to provide raw materials for the production. Since
Lin'an is a city with abundant rainfall, plentiful sunshine and pleasant
temperatures, it is a favorable environment for plant growing and development of
agricultural economy. The Company has signed no agreements with the local
government, however, as an agricultural products processing enterprise in the
local area, with plenty of agriculture knowledge and practical experience,
according to the products demand from home and abroad, the Company, through
its sole officer and director, has trained and guided the local farmers to plant
vegetables and has signed vegetable planting and purchase agreements with them.
These actions have insured material supply, but also help the local government
to reduce the employment problem of the migrant workers and increase the
farmers' income to stabilize their life. Thus, the local government has helped
in promoting the Company and its products to farmers and encourage them to
become the Company’s suppliers to ensure plenty of supply for the Company to
freeze and sell.
Since
our organization, our activities have
been limited to the sale of
initial shares for our organization and our preparation in producing a
registration statement and prospectus for our initial public
offering. Our address is Maoli Village, Longgang Town, Lin'an City,
Zhejiang Province.
Terms
of the Offering
We are
offering to the public 600,000 shares of common stock, at $0.30 per share, on a
“best efforts,” basis in a “direct public offering” through our sole officer and
director. This offering terminates in 365 days after commencement of this
offering. There are no provisions for the return of funds if only a small number
of shares are sold and no minimum subscription amount has been set for these
shares to be sold by Lin’an Tengda Food Corp. No commissions will be paid for
the sale of the 600,000 shares offered by Lin’an Tengda Food.
This
is our initial public offering, and no public market currently exists for our
shares. The offering price may not reflect the market price of our shares after
the offering. There is no minimum purchase requirement for prospective
stockholders and no arrangement to place funds in an escrow, trust, or similar
account. We do intend to place the funds into a segregated account. The
segregated account is not an escrow, trust or similar account, and is subject to
attachment by creditors.
We will
sell the shares on a “direct public offering,” basis through our sole officer
and director, Wu Xiaozhong, who may be considered an underwriter as that term is
defined in Section 2(a)(11). Mr. Wu Xiaozhong will not receive any commission in
connection with the sale of shares, although we may reimburse him for expenses
incurred in connection with the offer and sale of the
shares.
1
Mr. Wu
Xiaozhong will be relying on, and complying with, Rule 3a4-1(a)(4)(ii) of the
Exchange Act as a “safe harbor” from registration as a broker-dealer in
connection with the offer and sales of the shares. In order to rely on such
“safe harbor” provisions provided by Rule 3a4-1(a)(4)(ii), he must be in
compliance with all of the following:
•
|
he
must not be subject to a statutory disqualification;
|
|
•
|
he
must not be compensated in connection with such selling participation by
payment of commissions or other payments based either directly or
indirectly on such transactions;
|
|
•
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he
must not be an associated person of a broker-dealer;
|
|
•
|
he
must primarily perform, or is intended primarily to perform at the end of
the offering, substantial duties for or on behalf of Lin’an Tengda Food
Corp. otherwise than in connection with transactions in securities;
and
|
|
•
|
he
must perform substantial duties for the issuer after the close of the
offering not connected with transactions in securities, and not have been
associated with a broker or dealer for the preceding 12 months, and not
participate in selling an offering of securities for any issuer more than
once every 12 month.
|
Mr. Wu
Xiaozhong will comply with the guidelines enumerated in Rule 3a4-1(a)(4)(ii).
Mr. Wu Xiaozhong, nor any affiliates will be purchasing shares in the
offering.
You may
purchase shares by completing and manually executing a subscription agreement
and delivering it with your payment in full for all shares, which you wish to
purchase to our offices. Your subscription shall not become effective until
accepted by us and approved by our counsel. Acceptance will be based upon
confirmation that you have purchased the shares in a state providing for an
exemption from registration. Our subscription process is as
follows:
•
|
a
prospectus, with subscription agreement, is delivered by Lin’an Tengda
Food to each offeree;
|
|
•
|
the
subscription is completed by the offeree, and submitted by check back to
Lin’an Tengda Food where the subscription and a copy of the check is faxed
to counsel for review;
|
|
•
|
each
subscription is reviewed by counsel for Lin’an Tengda Food to confirm the
subscribing party completed the form, and to confirm the state of
acceptance;
|
|
•
|
once
approved by counsel, the subscription is accepted by Mr. Wu Xiaozhong and
the funds deposited into an account labeled: Lin’an Tengda Food Corp.,
within four (4) days of acceptance;
|
|
•
|
subscriptions
not accepted, are returned with the check undeposited within 24 hours of
determination of non-acceptance.
|
SUMMARY
FINANCIAL DATA
The
following summary financial data should be read in conjunction with “Management’s Discussion and Analysis
and Results of Operations” and the Financial Statements and Notes
thereto, included elsewhere in this prospectus. The statement of operations and
balance sheet data from inception April 1, 2009 through
December 31, 2009 are derived from our audited financial
statements.
2
Period
from
April
1, 2009
(Inception)
to
December
31,
2009
|
||||
REVENUES
|
$ | 0 | ||
OPERATING
EXPENSES
|
||||
Professional
fees
|
5,800 | |||
Incorporation
costs
|
1,000 | |||
Consulting
fees
|
94,000 | |||
TOTAL
OPERATING EXPENSES
|
100,800 | |||
NET
OPERATING LOSS
|
(100,800 | ) | ||
OTHER
INCOME
|
1,416 | |||
NET
LOSS
|
$ | (99,384 | ) | |
NET
LOSS PER SHARE: BASIC AND DILUTED
|
$ | (0.12 | ) | |
WEIGHTED
AVERAGE SHARES OUTSTANDING: BASIC AND DILUTED
|
803,546 |
December
31,
2009
|
||||
ASSETS
|
||||
Current
Assets
|
||||
Cash
and equivalents
|
$ | 0 | ||
Interest
receivable
|
1,416 | |||
TOTAL
ASSETS
|
$ | 1,416 | ||
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
||||
Liabilities
|
||||
Current
Liabilities
|
||||
Accrued
expenses
|
$ | 5,800 | ||
Stockholders’
Deficit
|
||||
Common
Stock, $.01 par value, 500,000,000 shares authorized,
803,546
shares issued and outstanding
|
8,035 | |||
Additional
paid-in capital
|
139,520 | |||
Stock
subscription receivable
|
(52,555 | ) | ||
Deficit
accumulated during the development stage
|
(99,384 | ) | ||
Total
Stockholders’ Deficit
|
(4,384 | ) | ||
3
RISK
FACTORS
The
securities offered hereby are highly speculative and should be purchased only by
persons who can afford to lose their entire investment in LIN’AN TENGDA FOOD
CORP. Each prospective investor should carefully consider the following
risk factors, as well as all other information set forth elsewhere in this
prospectus, before purchasing any of the shares of our common
stock.
We have no operating history
and have maintained losses since inception, which we expect to continue into the
near term.
We were
incorporated on April 1, 2009 and only just recently commenced operations. We
have not realized any revenues to date. We have no operating history at all upon
which an evaluation of our future success or failure can be made. Our net loss
from inception to December 31, 2009 is ($99,384). Our ability to achieve and
maintain profitability and positive cash flow beyond the near term is dependent
upon:
·
|
our
ability to further develop our customer base for our vegetables
in Asia:
|
·
|
the
ability to obtain cash needed;
|
·
|
our
ability to generate a customer base in other
countries;
|
·
|
our
ability to control costs; and
|
·
|
our
ability to compete with other industry
leaders.
|
If we are unable to obtain
the necessary revenues and financing to implement our business plan we will not
have the money to pay our ongoing expenses and we may go out of business unless
our existing shareholder base provides funding.
Our
ability to successfully sell our projects to generate operating revenues in
other countries depends on our ability to sustain overall profitability and cash
flows to implement our business plan. Given that we have no operating history,
no present revenues and only losses to date, we may not be able to achieve this
goal, and if this occurs we plan to sell equity securities to be able to pay our
operating costs. Should this fail, we may go out of business unless our
shareholder base provides us with the needed funding.
How long
our company will be able to satisfy its cash requirements depends on how quickly
we can generate sales in Asia and other countries.
We plan
on selling additional equity securities to generate sufficient cash flows to
supplement our operating budget until operations support continuing cash flows.
The issuance of additional equity securities by us would result in a significant
dilution in the equity interests of our current stockholders depending on the
price we can sell such shares. The resale of shares by our existing stockholders
pursuant to this prospectus may result in significant downward pressure on the
price of our common stock and cause negative impact on our ability to sell
additional equity securities.
We
may be exposed to liabilities under the Foreign Corrupt Practices Act, and any
determination that we violated the Foreign Corrupt Practices Act could have a
material adverse effect on our business.
We are
subject to the Foreign Corrupt Practice Act, or FCPA, and other laws that
prohibit improper payments or offers of payments to foreign governments and
their officials and political parties by U.S. persons and issuers as defined by
the statute for the purpose of obtaining or retaining business. We have
operations, agreements with third parties and make sales in China, which may
experience corruption. Our activities in China create the risk of unauthorized
payments or offers of payments by one of the employees, consultants, sales
agents or distributors of our Company, even though these parties are not always
subject to our control. It is our policy to implement safeguards to discourage
these practices by our employees. However, our existing safeguards and any
future improvements may prove to be less than effective, and the employees,
consultants, sales agents or distributors of our Company may engage in conduct
for which we might be held responsible. Violations of the FCPA may result in
severe criminal or civil sanctions, and we may be subject to other liabilities,
which could negatively affect our business, operating results and financial
condition. In addition, the government may seek to hold our Company liable for
successor liability FCPA violations committed by companies in which we invest or
that we acquire.
Adverse
changes in political and economic policies of the PRC government could impede
the overall economic growth of China, which could reduce the demand for our
products and damage our business.
4
We
conduct all of our operations and generate all of our revenue in China.
Accordingly, our business, financial condition, results of operations and
prospects are affected significantly by economic, political and legal
developments in China. The PRC economy differs from the economies of most
developed countries in many respects, including:
·
|
the
higher level of government
involvement;
|
·
|
the
early stage of development of the market-oriented sector of the
economy;
|
·
|
the
rapid growth rate;
|
·
|
the
higher level of control over foreign exchange;
and
|
·
|
the
allocation of resources.
|
As the
PRC economy has been transitioning from a planned economy to a more
market-oriented economy, the PRC government has implemented various measures to
encourage economic growth and guide the allocation of resources. While these
measures may benefit the overall PRC economy, they may also have a negative
effect on us.
Although
the PRC government has in recent years implemented measures emphasizing the
utilization of market forces for economic reform, the PRC government continues
to exercise significant control over economic growth in China through the
allocation of resources, controlling payment of foreign currency-denominated
obligations, setting monetary policy and imposing policies that impact
particular industries or companies in different ways.
Any
adverse change in the economic conditions or government policies in China could
have a material adverse effect on the overall economic growth and the level of
new construction investments and expenditures in China, which in turn could lead
to a reduction in demand for our services and consequently have a material
adverse effect on our business and prospects.
Uncertainties
with respect to the PRC legal system could limit the legal protections available
to you and us.
We
conduct substantially all of our business through our operating subsidiary in
the PRC. Our operating subsidiaries are generally subject to laws and
regulations applicable to foreign investments in China and, in particular, laws
applicable to foreign-invested enterprises. The PRC legal system is based on
written statutes, and prior court decisions may be cited for reference but have
limited precedential value. Since 1979, a series of new PRC laws and regulations
have significantly enhanced the protections afforded to various forms of foreign
investments in China. However, since the PRC legal system continues to rapidly
evolve, the interpretations of many laws, regulations and rules are not always
uniform and enforcement of these laws, regulations and rules involve
uncertainties, which may limit legal protections available to you and us. In
addition, any litigation in China may be protracted and result in substantial
costs and diversion of resources and management attention. In addition, all of
our executive officers and all of our directors are residents of China and not
of the United States, and substantially all the assets of these persons are
located outside the United States. As a result, it could be difficult for
investors to affect service of process in the United States or to enforce a
judgment obtained in the United States against our Chinese operations and
subsidiaries.
The
PRC government exerts substantial influence over the manner in which we must
conduct our business activities.
The PRC
government has exercised and continues to exercise substantial control over
virtually every sector of the Chinese economy through regulation and state
ownership. Our ability to operate in China may be harmed by changes in its laws
and regulations, including those relating to taxation, import and export
tariffs, environmental regulations, land use rights, property and other matters.
We believe that our operations in China are in material compliance with all
applicable legal and regulatory requirements. However, the central or local
governments of the jurisdictions in which we operate may impose new, stricter
regulations or interpretations of existing regulations that would require
additional expenditures and efforts on our part to ensure our compliance with
such regulations or interpretations.
Accordingly,
government actions in the future, including any decision not to continue to
support recent economic reforms and to return to a more centrally planned
economy or regional or local variations in the implementation of economic
policies, could have a significant effect on economic conditions in China or
particular regions thereof and could require us to divest ourselves of any
interest we then hold in Chinese properties or joint
ventures.
5
A
slowdown or other adverse developments in the PRC economy may materially and
adversely affect our customers, demand for our services and our
business.
We are a
holding company. All of our operations are conducted in the PRC and all of our
revenues are generated from sales in the PRC. Although the PRC economy has grown
significantly in recent years, we cannot assure you that such growth will
continue. A slowdown in overall economic growth, an economic downturn or
recession or other adverse economic developments in the PRC may materially
reduce the demand for new construction projects and adversely affect our
business.
We have limited sales and
marketing experience.
Our
management has limited experience in marketing our proposed projects and no
distribution system has yet been successfully tested. While we have plans for
marketing and sales, there can be no assurance that such efforts will be
successful or that we will be able to attract and retain qualified individuals
with marketing and sales expertise. Our future success will depend, among other
factors, upon whether our projects can be sold at a profitable price and the
extent to which consumers acquire, adopt, and continue to use them. There can be
no assurance that our projects will gain wide acceptance in our targeted markets
or that we will be able to effectively market our projects.
If our estimates related to
expenditures and cash flow from operations are erroneous, and we are unable to
sell additional equity securities, our business could fall short of expectations
and you may lose your entire investment.
Our
financial success is dependent in part upon the accuracy of our management's
estimates of expenditures and cash flow from operations .
If such estimates are erroneous or inaccurate, we may not be able to
carry out our business plan, which could, in a worst-case scenario, result in
the failure of our business and you losing your entire investment.
We may not be able to
compete effectively against our competitors.
We are
engaged in a rapidly evolving field. Competition from other companies in the
same field is intense and is expected to increase. Many of our competitors have
substantially greater resources, research and development staff, sales and
marketing staff, and facilities than we do. In addition, other recently
developed technologies are, or may in the future be, the basis of competitive
projects. There can be no assurance that our competitors will not develop
technologies and projects that are more effective than those being developed by
us or that would render our technology and projects obsolete or
noncompetitive.
Our Business Model may not
be sufficient to achieve success in our intended market
Our
survival is dependent upon the market acceptance of freeze drying methods and
acceptance of our quality vegetables. Should these products be too
narrowly focused or should the target market not be as responsive as we
anticipate, we will not have in place alternate products we can offer to ensure
our survival.
Inability of Our Officers
and Directors to devote sufficient time to the operation of the business may
limit our success.
Presently,
the officer and director of LIN’AN TENGDA FOOD CORP. allocate the majority of
their time to the operation of various businesses. Since our officer
and director are currently involved part time elsewhere, they may not be able to
devote full time availability to work for LIN’AN TENGDA FOOD CORP.
Should
the business develop faster than anticipated, the officers and directors will
have to retain other personnel to ensure that it continues as a going
concern.
We need to retain key
personnel to support our projects and ongoing operations.
The
development and marketing of our projects will continue to place a significant
strain on our limited personnel, management, and other resources. Our future
success depends upon the continued services of our executive officers and other
needed key employees and contractors who have critical industry experience and
relationships that we rely on to implement our business plan. The loss of the
services of any of our officers would negatively impact our ability to sell our
projects, which could adversely affect our financial results and impair our
growth.
We
depend highly on our current manager who has limited experience in running a
public company and no formal employment agreement.
We depend
highly on Wu Xiaozhong, our President, Treasurer, and Sole Director, who may be
difficult to replace. Wu Xiaozhong who is also the Chief Executive Officer of
LIN’AN TENGDA FOOD CORP. at this point, only devotes approximately 50% of his
time per week to our business, has only several years of industry experience and
has not previously headed a public Company. Our plan of operations is dependent
upon the continuing support and expertise of Mr. Wu
Xiaozhong.
6
Loss
of our CEO could adversely affect our business
Loss of Mr. Wu Xiaozhong could slow the growth of our business,
or it may cease to operate at all, which may result in the total loss of
investor’s investments. Mr. Wu Xiaozhong is not, presently, receiving a salary
from the Company it is unknown, at this time, if or when the Company may be able
to compensate Mr. Wu Xiaozhong for his management services. The company does not
anticipate Mr. Wu Xiaozhong receiving a salary in the foreseeable
future.
Our
management has limited experience in running a public company
Our sole
officer, Mr. Wu Xiaozhong, has no experience in running a public company. He is
vaguely familiar with the reporting requirements of the Securities and Exchange
Commission. Mr Xiaozhong will rely on the expertise of outside counsel and
consultants to insure proper filing and the meeting of
deadlines.
Risks
Associated with our Common Stock
As
there is no public market for our common shares, they are an illiquid investment
and investors may not be able to sell their shares.
No
market currently exists for our securities and we cannot assure you that such a
market will ever develop, or if developed, will be sustained.
Our
common stock is not currently eligible for trading on any stock exchange and
there can be no assurance that our common stock will be listed on any stock
exchange in the future. We intend to apply for listing on the OTC Bulletin Board
trading system pursuant to Rule 15c2-11 of the Securities Exchange Act of 1934,
but there can be no assurance we will obtain such a listing. The bulletin board
tends to be highly illiquid, in part because there is no national quotation
system by which potential investors can track the market price of shares except
through information received or generated by a limited number of broker-dealers
that make a market in particular stocks. There is a greater chance of market
volatility for securities that trade on the bulletin board as opposed to a
national exchange or quotation system. This volatility may be caused by a
variety of factors, including: the lack of readily available price quotations;
the absence of consistent administrative supervision of “bid” and “ask”
quotations; lower trading volume; and general market conditions. If no market
for our shares materializes, you may not be able to sell your shares or may have
to sell your shares at a significantly lower price.
Broker-dealers may be
discouraged from effecting transactions in our shares because they are
considered penny stocks and are subject to the penny stock
rules.
Rules 15g-1
through 15g-9 promulgated under the Securities Exchange Act of 1934 impose sales
practice and disclosure requirements on FINRA broker-dealers who make a market
in "penny stocks". A penny stock generally includes any non-Nasdaq equity
security that has a market price of less than $5.00 per share. Our
shares currently are not traded on Nasdaq nor on any other exchange nor are they
quoted on the OTC/Bulletin Board or “OTCBB”. Following the date that the
registration statement, in which this prospectus is included, becomes effective,
we hope to find a broker-dealer to act as a market maker for our stock and file
on our behalf with the FINRA an application on Form 15c(2)(11) for approval for
our shares to be quoted on the OTCBB. As of the date of this prospectus, we have
not attempted to find a market maker to file such application for us. If we are
successful in finding such a market maker and successful in applying for
quotation on the OTCBB, it is very likely that our stock will be considered a
“penny stock”. In that case, purchases and sales of our shares will be generally
facilitated by FINRA broker-dealers who act as market makers for our
shares. The additional sales practice and disclosure requirements
imposed upon broker-dealers may discourage broker-dealers from effecting
transactions in our shares, which could severely limit the market liquidity of
the shares and impede the sale of our shares in the secondary
market.
Under the
penny stock regulations, a broker-dealer selling penny stock to anyone other
than an established customer or "accredited investor" (generally, an individual
with net worth in excess of $1,000,000 or an annual income exceeding $200,000,
or $300,000 together with his or her spouse) must make a special suitability
determination for the purchaser and must receive the purchaser's written consent
to the transaction prior to sale, unless the broker-dealer or the transaction is
otherwise exempt.
In
addition, the penny stock regulations require the broker-dealer to deliver,
prior to any transaction involving a penny stock, a disclosure schedule prepared
by the Commission relating to the penny stock market, unless the broker-dealer
or the transaction is otherwise exempt. A broker-dealer is also
required to disclose commissions payable to the broker-dealer and the registered
representative and current quotations for the securities. Finally, a
broker-dealer is required to send monthly statements disclosing recent price
information with respect to the penny stock held in a customer's account and
information with respect to the limited market in penny stocks.
7
Risks Associated with our Common
Stock - continued
We intend to become subject
to the periodic reporting requirements of the Securities Exchange Act of 1934,
which will require us to incur audit fees and legal fees in connection with the
preparation of such reports. These additional costs will negatively affect our
ability to earn a profit.
Following
the effective date of the registration statement in which this prospectus is
included, we will be required to file periodic reports with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934 and the
rules and regulations thereunder. In order to comply with such requirements, our
independent registered auditors will have to review our financial statements on
a quarterly basis and audit our financial statements on an annual basis.
Moreover, our legal counsel will have to review and assist in the preparation of
such reports. The costs charged by these professionals for such services cannot
be accurately predicted at this time because factors such as the number and type
of transactions that we engage in and the complexity of our reports cannot be
determined at this time and will have a major effect on the amount of time to be
spent by our auditors and attorneys. However, the incurrence of such costs will
obviously be an expense to our operations and thus have a negative effect on our
ability to meet our overhead requirements and earn a profit.
Because we do not intend to
pay any dividends on our common stock, investors seeking dividend income or
liquidity should not purchase shares of our common stock.
We have
not declared or paid any dividends on our common stock since our inception, and
we do not anticipate paying any such dividends for the foreseeable future.
Investors seeking dividend income or liquidity should not invest in our common
stock.
Because we can issue
additional shares of common stock, purchasers of our common stock may incur
immediate dilution and may experience further dilution.
We are
authorized to issue up to 500,000,000 shares of common stock, of which 803,546
shares are issued and outstanding as of December 31, 2009. Our Board
of Directors has the authority to cause us to issue additional shares of common
stock, and to determine the rights, preferences and privilege of such shares,
without consent of any of our stockholders. Consequently, the stockholders may
experience more dilution in their ownership of Lin’an Tengda Food Corp in the
future.
This
registration statement contains forward looking statements which are speculative
in nature.
This
registration statement contains forward-looking statements. These statements
relate to future events or our future financial performance. Forward looking
statements are speculative and uncertain and not based on historical facts.
Because forward-looking statements involve risks and uncertainties, there are
important factors that could cause actual results to differ materially from
those expressed or implied by these forward-looking statements, including those
discussed under “Business Description” and “Corporate Background” Although the
Company believes that the expectations reflected in the forward-looking
statements are reasonable, future results, levels of activity, performance, or
achievements cannot be guaranteed. The reader is advised to consult any further
disclosures made on related subjects in our future SEC filings.
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. The
safe harbor for forward-looking statements provided in the Private Securities
Litigation Reform Act of 1995 does not apply to the offering made in this
prospectus.
8
Securities
and Exchange Commission’s Public Reference
Any
member of the public may read and copy any materials filed by us with the
Securities and Exchange Commission (the “SEC”) at the SEC's Public Reference
Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation
of the Public Reference Room may be obtained by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet website (http://www.sec.gov) that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC.
USE
OF PROCEEDS
10%
|
25%
|
50%
|
75%
|
100%
|
|
Total
Proceeds
|
$18,000
|
$45,000
|
$90,000
|
$135,000
|
$180,000
|
Less: Offering
Expenses
|
|||||
Legal
|
$ 3,600
|
$ 3,600
|
$ 3,600
|
$ 3,600
|
$ 3,600
|
Accounting
|
$ 3,600
|
$ 3,600
|
$ 3,600
|
$ 3,600
|
$ 3,600
|
Copying
|
$ 200
|
$ 200
|
$ 200
|
$ 200
|
$ 200
|
SEC & State
Filing Fees
|
$ 13
|
$ 13
|
$ 13
|
$ 13
|
$ 13
|
Net Proceeds from
Offering
|
$ 10,587
|
$ 37,587
|
$ 82,587
|
$ 127,587
|
$ 172,587
|
Use of Net
Proceeds
|
|||||
Marketing
|
$ 1,389
|
$ 10,000
|
$ 30,000
|
$ 50,000
|
$ 50,000
|
Equipment
|
$ 500
|
$ 6,311
|
$ 13,683
|
$ 21,054
|
$ 50,000
|
Transfer Agent
Fees
|
$ 1,500
|
$ 1,500
|
$ 1,500
|
$ 1,500
|
$ 1,500
|
Accounting
|
$ 1,000
|
$ 2,000
|
$ 2,000
|
$ 2,000
|
$ 2,000
|
Investor
Relations
|
$ 529
|
$ 1,879
|
$ 4,129
|
$ 6,379
|
$ 8,629
|
Employee
Salaries
|
$ 851
|
$ 2,126
|
$ 4,253
|
$ 6,379
|
$ 8,505
|
Research and
Development
|
$ 2,117
|
$ 7,517
|
$ 16,517
|
$ 25,517
|
$ 34,517
|
Legal
Costs
|
$ 1,000
|
$ 2,000
|
$ 2,000
|
$ 2,000
|
$ 2,000
|
Working
Capital
|
$ 1,701
|
$ 4,253
|
$ 8,505
|
$ 12,758
|
$ 15,435
|
Total Use of Net
Proceeds
|
$ 10,587
|
$ 37,587
|
$ 82,587
|
$ 127,587
|
$ 172,587
|
DETERMINATION
OF OFFERING PRICE
In
determining the initial public offering price of the shares we considered
several factors including the following:
9
•
|
our
start up status;
|
|
•
|
prevailing
market conditions, including the history and prospects for the industry in
which we compete;
|
|
•
|
our
future prospects; and
|
|
•
|
our
capital structure.
|
Therefore,
the public offering price of the shares does not necessarily bear any
relationship to established valuation criteria and may not be indicative of
prices that may prevail at any time or from time to time in the public market
for the common stock. You cannot be sure that a public market for any of our
securities will develop and continue or that the securities will ever trade at a
price at or higher than the offering price in this offering.
DILUTION
You will suffer
substantial dilution in the purchase price of your stock compared to the net
tangible book value per share immediately after the purchase.
As of December 31, 2009,
Lin’an Tengda Food’s net tangible book value was ($4,384), or ($0.002) per share
of common stock. Net tangible book value is the aggregate amount of Lin’an
Tengda Food ’s
tangible assets less its total liabilities. Net tangible book value per share
represents Lin’an Tengda Food’s total
tangible assets less its total liabilities, divided by the number of shares of
common stock outstanding. After giving effect to the sale of 600,000 shares at
an offering price of $0.30 per share of common stock, application of the
estimated net sale proceeds (after deducting offering expenses of $10,010),
Lin’an Tengda Food’s net tangible book
value as of the closing of this offering would increase from $(0.01) to $.04 per
share. This represents an immediate increase in the net tangible book value of
approximately $.05 per share to current shareholders, and immediate dilution of
about $.26 per share to new investors, as illustrated in the following
table:
Public
offering price per share of common stock.................. $0.30
Net
tangible book value per share prior to
offering..............$(0.002)
Increase
per share attributable to new investors................. $0.05
Net
tangible book value per share after offering................. $0.04
Dilution
per share to new investors.............................. $0.26
Percentage
dilution.............................................. 86%
The following assumes the sale of 75% of the shares of
common stock in this offering. As of December 31, 2009, Lin’an Tengda Food’s net
tangible book value was $(4,384), or $(0.002) per share of common stock. Net
tangible book value is the aggregate amount of Lin’an Tengda Food’s tangible
assets less its total liabilities. Net tangible book value per share represents
Lin’an Tengda Food’s total tangible assets less its total liabilities, divided
by the number of shares of common stock outstanding. After giving effect to the
sale of 450,000 shares at an offering price of $0.30 per share of
common stock, application of the estimated net sale proceeds (after deducting
offering expenses of $10,010), Lin’an Tengda Food’s net tangible book value as of the closing of this
offering would increase from $(0.002) to $.03 per share. This represents an
immediate increase in the net tangible book value of $.04 per share to current
shareholders, and immediate dilution of $.27 per share to new investors,
as illustrated in the following table:
Public
offering price per share of common stock.................. $0.30
Net
tangible book value per share prior to
offering..............$(0.002)
Increase
per share attributable to new investors................. $0.04
Net
tangible book value per share after offering................. $0.03
Dilution
per share to new investors.............................. $0.27
Percentage
dilution.............................................. 90%
The following assumes the
sale of 50% of the shares of common stock in this offering. As of December 31,
2009, Lin’an Tengda Food’s net tangible book value was $(4,384), or $(0.002) per
share of common stock. Net tangible book value is the aggregate amount of Lin’an
Tengda Food’s tangible assets less its total liabilities. Net tangible book
value per share represents Lin’an Tengda Food ’s total tangible assets less its
total liabilities, divided by the number of shares of common stock outstanding.
After giving effect to the sale of 300,000 shares at an offering price of $0.30
per share of common stock, application of the estimated net sale proceeds (after
deducting offering expenses of $10,010), Lin’an Tengda Food’s net tangible book value as of the closing of this
offering would increase from $(0.002) to $.02 per share. This represents an
immediate increase in the net tangible book value of $.03 per share to current
shareholders, and immediate dilution of $.27 per share to new investors, as
illustrated in the following table:
10
Public
offering price per share of common stock.................. $0.30
Net
tangible book value per share prior to
offering..............$(0.002)
Increase
per share attributable to new investors................. $0.03
Net
tangible book value per share after offering................. $0.02
Dilution
per share to new investors.............................. $0.28
Percentage
dilution.............................................. 94%
The following assumes the sale of 25% of the shares of
common stock in this offering. As of December 31, 2009, LIN’AN TENGDA
FOOD’s net tangible book value was
$(4,384), or $(0.002) per share of common stock. Net tangible book value is the
aggregate amount of LIN’AN TENGDA FOOD’s
tangible assets less its total liabilities. Net tangible book value per share
represents LIN’AN TENGDA FOOD’s total
tangible assets less its total liabilities, divided by the number of shares of
common stock outstanding. After giving effect to the sale of 150,000 shares at
an offering price of $0.30 per share of common stock, application of the
estimated net sale proceeds (after deducting offering expenses of $10,010),
LIN’AN TENGDA FOOD’s net tangible book
value as of the closing of this offering would increase from $(0.002) per share
to $0.00 per share. This represents an immediate increase in the net tangible
book value of $.01 per share to current shareholders, and immediate dilution of
$.30 per share to new investors, as illustrated in the following
table:
Public
offering price per share of common stock.................. $0.30
Net
tangible book value per share prior to
offering..............$(0.002)
Increase
per share attributable to new investors................. $0.01
Net
tangible book value per share after offering..................$0.00
Dilution
per share to new investors.............................. $0.30
Percentage
dilution.............................................. 100%
The following assumes the sale of 10% of the shares of
common stock in this offering. As of December 31, 2009, LIN’AN TENGDA
FOOD’s net tangible book value was
$(4,384), or $(0.002) per share of common stock. Net tangible book value is the
aggregate amount of LIN’AN TENGDA FOOD’s
tangible assets less its total liabilities. Net tangible book value per share
represents LIN’AN TENGDA FOOD’s total
tangible assets less its total liabilities, divided by the number of shares of
common stock outstanding. After giving effect to the sale of 60,000 shares at an
offering price of $0.30 per share of common stock, application of the estimated
net sale proceeds (after deducting of $10,010), LIN’AN TENGDA FOOD’s net tangible book value as of the closing of this
offering would be $.00 per share and, as a result, there will be an immediate
increase in the net tangible book value of $.01 per share to current
shareholders, but there is an immediate dilution of $.30 per share to new
investors, as illustrated in the following table:
Public
offering price per share of common stock.................. $0.30
Net
tangible book value per share prior to offering.............
$(0.002)
Increase
per share attributable to new investors................. $0.01
Net
tangible book value per share after offering................ $0.00
Dilution
per share to new investors.............................. $0.31
Percentage
dilution.............................................. 100%
SELLING
SECURITY HOLDERS
None
of our security holders are offering any securities under this offering. There
is no guarantee we will sell all of the shares under this offering as this is a
“best efforts” offering.
The
following tables summarize, as of December 31, 2009, the difference between the
number of shares of common stock purchased from us, the total cash consideration
paid and the average price per share paid by existing stockholders of common
stock and by the new investors purchasing shares in this
offering.
The table
below assumes the sale of the 600,000 shares offered in this prospectus at an
assumed initial public offering price of $0.30 per share and before any
deduction of estimated offering expenses.
11
Shares
Purchased
|
Total
Consideration
|
Average
Price
Per
Share
|
|||
Amount
|
Percent
|
Amount
|
Percent
|
||
Original
Stockholders
|
803,546
|
57%
|
$8,035
|
4.27%
|
$0.10
|
Public
Stockholders
|
600,000
|
43%
|
$180,000
|
95.73%
|
$0.30
|
Total
|
1,403,546
|
100%
|
$188,035
|
100%
|
We are
offering to the public 600,000 shares of common stock, at $0.30 per share, on a
“best efforts,” basis in a “direct public offering” through our sole officer and
director. This offering terminates in 365 days after commencement of this
offering. There are no provisions for the return of funds if only a small number
of shares are sold and no minimum subscription amount has been set for these
shares to be sold by Lin’an Tendga Food Corp. No commissions will be paid for
the sale of the 1,500,000 shares offered by Lin’an Tengda
Food.
This
is our initial public offering, and no public market currently exists for our
shares. The offering price may not reflect the market price of our shares after
the offering. There is no minimum purchase requirement for prospective
stockholders and no arrangement to place funds in an escrow, trust, or similar
account. We do intend to place the funds into a segregated account. The
segregated account is not an escrow, trust or similar account, and is subject to
attachment by creditors. 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.
The
offering price of the stock is arbitrary. There is no present public trading
market for the Company's Common Stock and the price at which the Shares are
being offered bears no relationship to conventional criteria such as book value
or earnings per share. The Company based primarily on its projected
operating results has determined the offering price. There can be no assurance
that the offering price bears any relation to the current fair market value of
the Common Stock.
We will
sell the shares on a “direct public offering,” basis through our sole officer
and director, Wu Xiaozhong, who may be considered an underwriter as that term is
defined in Section 2(a)(11). Mr. Wu Xiaozhong will not receive any commission in
connection with the sale of shares, although we may reimburse him for expenses
incurred in connection with the offer and sale of the
shares.
Mr. Wu
Xiaozhong will be relying on, and complying with, Rule 3a4-1(a)(4)(ii) of the
Exchange Act as a “safe harbor” from registration as a broker-dealer in
connection with the offer and sales of the shares. In order to rely on such
“safe harbor” provisions provided by Rule 3a4-1(a)(4)(ii), he must be in
compliance with all of the following:
•
|
he
must not be subject to a statutory
disqualification;
|
|
•
|
he
must not be compensated in connection with such selling participation by
payment of commissions or other payments based either directly or
indirectly on such transactions;
|
|
•
|
he
must not be an associated person of a
broker-dealer;
|
|
•
|
he
must primarily perform, or is intended primarily to perform at the end of
the offering, substantial duties for or on behalf of Lin’an Tengda Food,
Inc. otherwise than in connection with transactions in securities;
and
|
|
•
|
he
must perform substantial duties for the issuer after the close of the
offering not connected with transactions in securities, and not have been
associated with a broker or dealer for the preceding 12 months, and not
participate in selling an offering of securities for any issuer more than
once every 12 month.
|
Mr. Wu
Xiaozhong will comply with the guidelines enumerated in Rule 3a4-1(a)(4)(ii).
Mr. Wu Xiaozhong, nor any affiliates will be purchasing shares in the
offering.
12
You may
purchase shares by completing and manually executing a subscription agreement
and delivering it with your payment in full for all shares, which you wish to
purchase to our office. Your subscription shall not become effective until
accepted by us and approved by our counsel. Acceptance will be based upon
confirmation that you have purchased the shares in a state providing for an
exemption from registration. Our subscription process is as
follows:
•
|
a
prospectus, with subscription agreement, is delivered by Lin’an Tengda
Food to each offeree;
|
|
•
|
the
subscription is completed by the offeree, and submitted by check back to
Lin’an Tengda Food where the subscription and a copy of the check is faxed
to the Company for review;
|
|
•
|
each
subscription is reviewed by Lin’an Tengda Food to confirm the subscribing
party completed the form, and to confirm the state of
acceptance;
|
|
•
|
once
approved by the Company, the subscription is accepted by Mr. Wu Xiaozhong
and the funds deposited into an account labeled: Lin’an Tengda Food, Inc.,
within four (4) days of acceptance;
|
|
•
|
subscriptions
not accepted, are returned with the check undeposited within 24 hours of
determination of
non-acceptance.
|
General
Our
authorized capital stock consists of 500,000,000 Shares of common stock, $0.01
par value per Share.
Common
Stock
We are
authorized to issue 500,000,000 shares of common stock, $0.01 par value per
share. Currently we have 803,546 common shares issued and outstanding. We
do not have any holding period requirements for our common
stock.
The
holders of our common stock have equal ratable rights to dividends from funds
legally available if and when declared by our board of directors and are
entitled to share ratably in all of our assets available for distribution to
holders of common stock upon liquidation, dissolution or winding up of our
affairs. Our common stock does not provide the right to a preemptive,
subscription or conversion rights and there are no redemption or sinking fund
provisions or rights. Our common stock holders are entitled to one
non-cumulative vote per share on all matters on which shareholders may
vote.
We refer
you to our Articles of Incorporation, Bylaws and the applicable statutes of the
state of Wyoming for a more complete description of the rights and liabilities
of holders of our securities. All material terms of our common stock have been
addressed in this section.
Holders
of shares of our common stock do not have cumulative voting rights, which means
that the holders of more than 50% of the outstanding shares, voting for the
election of directors, can elect all of the directors to be elected, if they so
choose, and, in that event, the holders of the remaining shares will not be able
to elect any of our directors.
Dividends
We have
not paid any cash dividends to shareholders. The declaration of any future cash
dividends is at the discretion of our board of directors and depends upon our
earnings, if any, our capital requirements and financial position, our general
economic conditions, and other pertinent conditions. It is our present intention
not to pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.
Warrants
There are
no outstanding warrants to purchase our securities.
Options
There are
no options to purchase our securities outstanding.
13
No
Public Market for Common Stock
There is presently no public market for our common stock. We
anticipate applying for trading of our common stock on the over the counter
bulletin board, maintained by FINRA, upon the effectiveness of the registration
statement of which this prospectus forms a part.
There
are several requirements for listing our shares on the NASDAQ bulletin board,
including:
*
we must make filings pursuant to Sections 13 and 15(d) of the Securities
Exchange Act of 1934;
*
we must remain current in our filings;
*
we must find a member of FINRA to file a form 211 on our behalf. The information
contained within form 211 includes comprehensive data about our company and our
shares. Form 211 and our prospectus are filed with FINRA so that they can
determine if there is sufficient publicly available information about us and
whether our shares should be listed for trading.
We
can provide no assurance that our shares will be traded on the bulletin board
or, if traded, that a public market will materialize.
No Broker
Is Being Utilized In This Offering
This offering is self-underwritten, which means that it does not
involve the participation of an underwriter or broker, and as a result, no
broker for the sale of our securities will be used. In the event a broker-dealer
is retained by us to participate in the offering, we must file a post-effective
amendment to the registration statement to disclose the arrangements with the
broker-dealer, and that the broker-dealer will be acting as an underwriter and
will be so named in the prospectus. Additionally, FINRA’S corporate finance
department must issue a “no objection” position on the terms of the underwriting
compensation before the broker-dealer may participate in the
offering.
No
Escrow of Proceeds
There
will be no escrow of any of the proceeds of this. These funds shall be
non-refundable to subscribers except as may be required by applicable
law.
Penny
Stock Reform Act of 1990
The
Securities Enforcement and Penny Stock Reform Act of 1990 require additional
disclosure for trades in any stock defined as a penny stock. The Securities and
Exchange Commission has adopted regulations that generally define a penny stock
to be any equity security that has a market price of less than $5.00 per share,
subject to exceptions. Under this rule, broker/dealers who recommend these
securities to persons other than established customers and accredited investors
must make a special written suitability determination for the purchaser and
receive the purchaser’s written agreement to a transaction before sale. Our
shares will probably be subject to the Penny Stock Reform Act, thus potentially
decreasing the ability to easily transfer our shares.
No expert or counsel named in this
prospectus as having prepared or certified any part of this prospectus or having
given an opinion upon the validity of the securities being registered or upon
other legal matters in connection with the registration or offering of the
common stock was employed on a contingency basis, or had, or is to receive, in
connection with the offering, a substantial interest, direct or indirect, in the
registrant or any of its parents or subsidiaries. Nor was any such person
connected with the registrant or any of its parents or subsidiaries as a
promoter, managing or principal underwriter, voting trustee, director, officer,
or employee.
The financial statements included in
this prospectus and the registration statement have been audited by Silberstein
Ungar, PLLC to the extent and for the period set forth in their report appearing
elsewhere herein and in the registration statement, and are included in reliance
upon such report given upon the authority of said firm as experts in auditing
and accounting.
LEGAL
PROCEEDINGS
We are
not a party to any legal proceedings or litigation at this time.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
The
following discussion and analysis should be read in conjunction with our
financial statements and the notes thereto contained elsewhere in this
filing.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
With the
exception of historical matters, the matters discussed herein are
forward-looking statements that involve risks and uncertainties. Forward-looking
statements include, but are not limited to, statements concerning anticipated
trends in revenues and net income, projections concerning operations and
available cash flow. Our actual results could differ materially from the results
discussed in such forward-looking statements. The following discussion of our
financial condition and results of operations should be read in conjunction with
our financial statements and the related notes thereto appearing elsewhere
herein.
14
OVERVIEW
We are
looking to provide foreign countries with “flash” or quick-frozen vegetables at
a reasonable price. Specifically, we look to export to the European Union, the
United States, Japan, Singapore, and other nations as the opportunity arises. We
will capitalize on our sole officer and director’s relationships with the local
government and local farmers to ensure quality products. We will then create
assembly lines that we hope will quickly and efficiently process the vegetables
at a rate of 25,000 tons of vegetables per year. We will sell at a wholesale
basis.
As a
company, we face many obstacles including the government of the People’s
Republic of China. The government owns all of the land in China and also has
many other challenging laws that may be difficult to comply with. Furthermore,
we may face quality issues with other governments and countries to which we
import.
Although
we look to take advantage of the low prices of product for freezing and selling
in China, we will need capital to fully begin operations and generate cash flow.
In order to effectively scale our products and add to our assembly lines, we
realize we will need an infusion of capital. We expect that with this offering,
we will be able to commence operations and generate
revenues.
THE
COMPANY
Lin’an
Tengda Food Corp. is a development stage Wyoming corporation and was formed
April 1, 2009. The authorized share capital of 500,000,000 common shares. The
company plans to be an integral export-oriented enterprise of exportation and
trade, the main production is quick-frozen vegetables. The company plans to be
an integral export-oriented enterprise of exportation and trade, the main
production is quick-frozen, also referred to as flash frozen, vegetables. The
vegetables are frozen to preserve freshness and nutritional value. The freezing
process takes three to five minutes to make the moisture in the vegetable cell
freeze into crystal water under a temperature between -30 degree to -35 degree
so that the cytoderm is not destroyed. Then the frozen vegetable will be stored
into the cold rooms where the central temperature is -18 degree. The vegetables
can be stored under this temperature for about 3 years with no damage of the
vegetable flavor and shape.
Located
in Maoli Village, Longgang Town, Lin’an City, Zhejiang Province, is undertaking
a leading role of vegetable industry development in Lin’an City. Due to rich
local agricultural vegetable resources, the government pays much attention to
the development of agro-processing industry; therefore, in the cooperation of
this project, Lin’an Tengda Food Corp. and the local government are mutual
reciprocity and mutual benefit, which will bring more convenient to enterprise
production and security to provide raw materials for the production. Since
Lin'an is a city with abundant rainfall, plentiful sunshine and pleasant
temperatures, it is a favorable environment for plant growing and development of
agricultural economy. The Company has signed no agreements with the local
government, however, as an agricultural products processing enterprise in the
local area, with plenty of agriculture knowledge and practical experience,
according to the products demand from home and abroad, the Company, through
its sole officer and director, has trained and guided the local farmers to plant
vegetables and has signed vegetable planting and purchase agreements with them.
These actions have insured material supply, but also help the local government
to reduce the employment problem of the migrant workers and increase the
farmers' income to stabilize their life. Thus, the local government has helped
in promoting the Company and its products to farmers and has encouraged them to
become the Company’s suppliers to ensure plenty of supply for the Company to
freeze and sell.
The land
in which we plan to grow our products, like most land in China, is owned by the
Chinese Government.
Product
Introduction
The
following sources were used for the basis for the health claims made
below:
The
benefits of broccoli:
1. http://www.cnki.com.cn/Article/CJFDTotal-HBKO199501014.htm
2.http://www.ilib2.com/A-ISSN~1672-3651(2007)04-0293-04.html
3.http://www.medindia.com/news/The-Effect-of-Broccoli-Intake-on-Prostate-Cancer-38776-1.html
15
The benefits of
cauliflower:
4. http://www.pharmnet.com.cn/tcm/knowledge/detail/104052.html
5.http://www.oohoi.com/natural%20remedy/everyday_food/Health-Benefits-of-Cauliflower.htm
6.http://www.whfoods.com/genpage.php?tname=foodspice&dbid=13
The benefits of rape
flower:
7. http://www.clinphar.cn/thread-5759-1-1.html
The benefits of sweet
pea:
8.http://www.associatedcontent.com/article/2486986/the_amazing_health_benefits_of_sugar.html
The benefits of green
sword bean:
9. http://www.hudong.com/wiki/%E9%9D%92%E5%88%80%E8%B1%86
The benefits of
Ventricousinternode
10. http://www.hudong.com/wiki/%E9%9B%B7%E7%AB%B9
I. Main
Products:
Vegetables,
such as cauliflower, broccoli, rape flower sweet broad pea, sugar pea and green
sword bean are all in the wild herb of capparaceae, according to research, it is
abundant in 17 trace elements which are good for health, among various
vegetables and fruits, which has the best anti-cancer effect and is one of the
most flavonoid-containing foods. In addition to prevent infection, flavonoid is
the best element for vessel treatment which can prevent cholesterol from
oxidizing, prevent platelets from coagulating, thus reducing the risk of heart
disease and paralysis. Broccoli is brassica linn cabbage mutation of
cruciferae. Its edible part is the green scape and bud, with protein, sugar,
fat, vitamins and carotene, it is abundance in nutrition which can be ranked
first in similar vegetables and is called “Vegetable Crown”. It is a
high-quality vegetable, with delicious taste, it can be pan fried, tossed in
sauce and cooked as soup. According to analysis, every 100 gram fresh broccoli
contains 3.5-4.5 gram of protein which is three times of cauliflower, 4 times of
tomato, furthermore; in addition, broccoli contains more comprehensive mineral
substance compared with other vegetables; it is abundance in trace elements such
as calcium, phosphor, iron, kalium, zinc, manganese, etc, which is much more
than cabbage, belonging to cruciferae, too. In recent years, the anti-cancer
effect of broccoli has become the main research content of the scientists in
western countries and Japan. In addition to anti-cancer, broccoli is also rich
in ascorbic acid which can enhance the liver’s detoxification capacity and
improve immunity; the flavonoid in it has the function of adjusting and
preventing high blood pressure and heart disease; at the same time, broccoli
belongs to high-fiber vegetable, which can reduce gastrointestinal glucose
absorption effectively, thereby lowering blood glucose and controlling diabetes
effectively.
Rape
Flower originates from Europe and Central Asia. Belonging to annual herb,
cruciferae, it is a small flower composed of four petals, a pistil, four long
and two stamens with rich pollen. The fruit juice made from rape
flower has the function of preventing high blood pressure, anemia and cold in
medical treatment Ventricousinternode belongs to subfamily of gramineae bamboo,
phyllostachys. It is originated from Lin’an, Anji, Yuhang, Zhejiang province.
The shoot grows in the early spring when it thunders, therefore gets the name,
actually it is a variant of early bamboo. With 2.74% of protein, 0.52% fat,
3.54% sugar, it is delicious and full of nutriments. This bamboo is an annual,
with large body, thin shell and fat pulp, it has steady output. Sweet Broad Pea
belongs to leguminosae vicia with legumen as the edible part.
Sugar
Pea: With full pod, green color, beautiful appearance, nutritious, delicious
taste, it has high nutritional value. Rich in vitamin A, C, B1, B2 nicotinic
acid, potassium, sodium, phosphorus, calcium, etc; abundance in protein which is
more digestible than soy, with relatively low heat compared with other beans, it
is a good food for beauty and keeping shape. Protein contained in sugar pea can
repair skin, regulate physiological state, promote milk secretion, reduce
cholesterol in blood, keep health of cardiovascular; the estrogenic hormone
contained in the sugar bean can slow down aging, the effect is especially
obvious to menopausal women, it also helps to ease menopause
syndrome.
Green
Sword Bean: originated from central and south America and can be cultivated in
the provinces of south in spring and autumn in china. According to color, sword
bean can be divided into green sword bean and wax bean with is covered by yellow
wax, the main sword bean in china is green bean; according to shape, there are
flat and round type, but there are also many middle types. Sword bean is
abundant in nutrition, its legume contains 6% protein, and it also has abundant
carbohydrate, vitamins (especially Vitamin C).
Advantages
of Products:
16
A. Original color and taste.
Stresses on “quick frozen” in the course of processing which maintains the
original ingredients; fixation in the prophase inactivates the oxidation enzyme
in the vegetables, thus maintaining the original color.
B. Long-term
preservation. According to fully disinfection and fixation in
the course of processing, the original activities and putrefactive bacteria are
killed, which can maintain long-term preservation in low
temperature.
C. No residual substances such as
pesticide, etc. After many times of cleaning and removing water in the
course of processing; residual substances testing and micro-organism testing in
the end of processing all the harmful residual substances in the products are
removed.
D. Strict management, skilled staff,
reasonable allocation of equipment and facilities and high labor
efficiency throughout the process have reduced conversion cost a lot and
improved the market competitiveness.
To get
high quality and low cost, the products will be strictly managed by regulations
from the very beginning--selection of vegetable seeds. This company has already
established excellent sales channels and contact lists. With integrity and
preparation our company will gain customer satisfaction and their continuous
support.
Macro Investment
Environment
Analysis
of Business Micro Economy
The trend
of international and domestic micro economy decides the fate of the whole
industry; therefore, the analysis on international and domestic micro economy
investment on industry is the fundamental analysis.
Politics
is the security of economic development, therefore, choosing investment
location; investors should pay attention to the political environment of the
place, to see if there is a steady political environment, if the government has
a policy of continuity and stability. China has a stable political environment;
especially at present Chinese government is engaged in building a harmonious and
steady social political environment, which becomes the significant element for
promoting Chinese economy.
Zhejiang
Province has formulated a series of opening-up measures to increase investment,
further expand opening up both international and domestic to establish all
around and multidirectional opening to the outside world.
To
encourage enterprises to search strategic partners actively, the government of
Lin'an city government attracts investment continuously in an innovative way and
establishes the new tender-invitation mechanism---enterprise attracting
investment.
Economic
In the
past two decades, China has implemented sound fiscal and monetary policy and
maintained sustainable national economy growth. With a GDP of RMB 20.9407
trillion in 2006, Chinese per capita gross national income rose to No. 129 of
the world in 2006 from No. 132 in 2002. According to World Bank Classification
Benchmark, China has already entered into middle income countries from low
income countries. Chinese GDP in 2008 will be closed to RMB 25
trillion.
Economic
Objective
The
municipal government of Lin’an expects to achieve a GDP of RMB 30 billion in
2011 with a per capita GDP of over USD6000, industry sales value of more than
RMB 100 billion, total financial revenue of more than RMB 3 billion (increased
by 100% compared with the revenue in 2006) among which local financial revenue
is more RMB 1.5 billion, urban per capita disposable income reaches to RMB
25,200, rural per capita net income reaches to RMB 12,300.
Climate
Belonging
to middle latitude north subtropical monsoon climate, Lin’an has four seasons
with mild climate, abundant rainfall, extremely different climate in the
vertical direction, mainly east wind all year around. Excellent ecological
environment nourishes more than 4700 species, thus gained the reputation of
“Green Valuable Land”, “Valuable Mountain”. This place is rich in wood, bamboo,
bamboo shoot, tea, silk, fruit, medicine and so on. Dried bamboo is known as
“one of the three treasures in Lin’an”. With tens of thousands of tons annual
output, edible bamboo shoot is seen as superior in vegetables, among which
tianmu bamboo shoot is famous both in domestic and international.
Physical
Geography
Located
in east longitude of 118°51' to 119°52', north latitude of 29°56' to 30°23',
Lin’an is a city of more mountains and less farmland with a total area of
3,126.8 square kilometers, among which 19,124 hectares is farmland, and 16,909
hectares of the farmland is irrigated field. Up to 100 kilometers long from east
to east, the center city is located in east part of Lin’an; the terrain is quite
different---higher in northwest and lower in southeast; the influence of water
system has formed three major valley plains, they are Changhua,
Yuqian and Lin’an; the beaded valley extends from east to west and from
northeast to southwest. Under the influence of various factors, Lin’an has
formed a layout of urban area as its center, Yuqian and Changhua as its sub
center, secondary and tertiary industry gathered up at urban area and towns
around it lied in east part of the city and along the highway of Hang-Yu
extended from east to west. With abundance rainfall, long sunshine duration and
comfortable temperature, this place is in favor of plant growth and suitable for
development of agricultural economy.
17
Analysis
of Economy Location of Lin’an
Traffic
In 2005,
the city has invested RMB 913 million on traffic in the city; the total mileage
of open to traffic on highway is 1614.7 kilometers ranking first in the
province; road density is 51.69 km for per 100 square kilometers. The convenient
traffic ensures rapid transportation of exported products and immediately
reaches the destination.
China’s
Current Situation & Development Trend
China is
the fifth largest source country of American imported agricultural products
(after Canada, the European Union, Mexico and Japan) in 2007. In the USD 4.92
billion agricultural products exported to America, processing fruit and
vegetables takes up a large proportion, which amounts to USD 718 million, with
an increase rate of 29.42%.
Due to
high economic level, great season restriction to vegetables production, together
with large population and consumers’ high demands on quality and diversity of
the products, the consumption of vegetables of EU depends greater on imports and
exports.
CIS trade
zone is a typical vegetable market of net imports which will become Sustainable
Development market for Chinese vegetables export in future. Chinese total trade
in this market will increase steadily and the main varieties are fresh &
chilled vegetables and canned vegetables.
Sustainable
and rapid development of Chinese fruit and vegetable processing industry has
promoted the formation of two condensed apple juice processing base,
respectively in circum-bohai region and northwest loess plateau, northwest
tomato paste processing base, southeast coast dehydrated vegetables processing
base, canned and IQF fruits and vegetables processing base. Exported vegetables
mainly are processing storage vegetables and fresh & IQF vegetables.
According to the statistics of customs, in January and February in 2008, China
has exported 12,959,000 tons of vegetables (including IQF vegetables, processing
storage vegetables and dehydrated vegetables), increased by 6.14% compared with
the same time of last year with a exported income of USD 1.038 billion,
increased by 4.09% compared with the same time of last year.
Japan and
ASEAN are still China’s main destination for exported vegetables. During Jan.
and Feb. in 2008, exported income of vegetables to Japan is USD 224 million,
decreased by 14.72% compared the same time with last year, accounting for 25.6%
of the country’s total exports of vegetables; to ASEAN is USD 158 million,
increased by 6.68% compared with the same time of last year, accounting for
15.21% of total vegetables’ export of China. In the ASEAN, our main destinations
for export are Malaysia, Indonesia and Thailand.
Major
provinces of exported vegetables in China are Shandong, Fujian, Xinjiang,
Zhejiang, Jiangsu and Guangdong. During Jan. and Feb, 2008, exported income of
Shandong province is USD 301 million, decreased by 6.8% compared with the same
time of last year, ranked first in the nation; Fujiang is USD 182 million,
decreased by 3.41%; exported income of Xinjiang and Zhejiang showed a
year-on-year growth; Jiangsu and Guangdong is basically the same as last
year.
Marketing
Programs
i.
The structure of sales channels and customers
After graduation from
Zhejiang Agricultural University, Mr. Wu worked as salesman in a trading company
engaging in vegetable food export; his main work there was the selling of
fasten frozen vegetable, the company’s main exporting country
is Japan. Before 2001, Mr. Wu had established stable business relationship
with Japanese companies. During the following years, Mr. Wu periodically attends
the Chinese exporting commodities trading fair held in Guangdong ;
meanwhile he has great service credit and offered reasonable price. All of these
provide him the chance to establish business relationship with other countries
and areas soon, such as: Germany, the United
States, Russia and Taiwan. The Company, through these
developed relationships, is focused on the development of exporting to
the European Union. We currently plan on exporting our products to end
buyers, but may also establish relationships with foreign cosigners who will
sell and process orders on our behalf on a consignment basis. Currently, we
expect our payment structure to be FOB shipping point in Shanghai Port. We
will offer thirty day payment terms.
ii. Marketing
Channels
As we have cooperated with
many different clients for years, every process of our production is conducted
typically following the specific request of every client. Our main clients are
from Japan, the United States, and Germany. They are the wholesaler of
their local market, and they have been buying products from us for several
years. Meanwhile clients from Taiwan, Russia and other countries
periodically place orders with us. We intend to sell our products
wholesale to companies in other countries of the European
Union.
18
Operations
We plan
on being the low cost leader in price and quality. To achieve this we will seek
create a processing line that will process and freeze our vegetables at a rate
of three (3) tons per hour. Once achieving this level, we intend on creating two
additional lines that produce the same three (3) tons per hour result.
Therefore, we will be able to process nine (9) tons of vegetables per hour. We
intend on running the production line eight (8) hours per day. At eight (8)
hours per day, seven (7) days per week and 52 weeks per year, we believe that we
will be able to produce at least 25,000 tons of vegetables per
year.
Results of
Operations
There
were no revenues for the period ended December 31, 2009 except for accrued
interest income of $1,416. Expenses for the period ended December 31, 2009 were
$100,800 resulting in a net loss of $99,384 from inception.
The
company did not pay nor recognize any interest expense for the period ended
December 31, 2009.
Liquidity
and Capital Resources
The
Company has no cash. The Company did not have any reportable cash for the period
ended December 31, 2009. The Company will likely have to look to the officers
and directors or to third parties for additional capital. There can
be no assurance that the Company will be able to secure additional financing or
that the amount of any additional financing will be sufficient to conclude its
business objectives or to pay ongoing operating expenses.
Equity
Distribution to Management
We issued 173,000 shares to our
founders during the period ended December 31, 2009. We also issued
105,000 shares in exchange for services and reimbursements. These
shares were valued at $95,000. Total shares issued and outstanding at
December 31, 2009 were 803,546.
Off-Balance
Sheet Arrangements
We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.
DISCLOSURE
CONTROLS AND PROCEDURES:
For
purposes of this section, the term disclosure controls and procedures under the
Act (15 U.S.C. 78a et seq.) does not apply.
If we
become a registered public company and this registration statement is deemed
effective, we will be required to comply with the Sarbanes-Oxley
Act of 2002.
DIRECTOR,
EXECUTIVE OFFICER, PROMOTERS AND CONTROL PERSONS
Executive
Officer and Director
The
following table and subsequent discussion contains the complete and accurate
information concerning our director and executive officer, his age, term served
and all of our officer and his position, who will serve in the same capacity
with us upon completion of the offering.
19
Name
|
Age
|
Term
Served
|
Title /
Position(s)
|
|||
Wu
Xiaozhong
|
37
|
Since
inception
|
CEO,
CFO, Director
|
There are
no other persons nominated or chosen to become directors or executive officers
nor do we have any employees other than above.
Mr. Wu
Xiaozhong, male, from Dongyang, Zhejiang province, born in 1973, graduated from
Zhejiang University (Original Zhejiang Agricultural University), engaged in
planting and selling farm products after graduation. Two years later, he began
to work on the project of agricultural products processing (vegetable
refrigeration processing). During more than ten years of planting, processing
and selling, he has mastered first-had experience and technology, sells channels
and customers, and founded his own vegetable refrigeration processing
enterprise
Our
director will hold office until the next annual meeting of shareholders and the
election and qualification of his successors. Directors receive no compensation
for serving on the board of directors other than reimbursement of reasonable
expenses incurred in attending meetings. Officers are appointed by the board of
directors and serve at the discretion of the board.
No
officer, director, or persons nominated for such positions and no promoters or
significant employee of LIN’AN TENGDA FOOD CORP. has been involved in legal
proceedings that would be material to an evaluation of officers and
directors.
Executive
Compensation
Summary
Compensation Table
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan Compensation
($)
|
Non-Qualified
Deferred
Compensation
Earnings
($)
|
All
Other Compensation
($)
|
Totals
($)
|
||||||||||||
Wu
Xiaozhong, CEO, and Chairman of the Board of Directors
|
2009
|
$
|
0
|
0
|
17,300
|
0
|
0
|
0
|
0
|
$
|
17,300
|
Option Grants
Table. There were
no individual grants of stock options to purchase our common stock made to the
executive officer named in the Summary Compensation Table through December
31, 2009.
Compensation of Officers and
Directors
We did
not pay any salaries in 2009. We do not anticipate beginning to pay salaries
until we have adequate funds to do so. There are no stock option plans,
retirement, pension, or profit sharing plans for the benefit of our officer and
director.
Employment
Agreements
We
currently do not have any employment agreements in place with our officer or
significant employees.
Indemnification
of Directors and Officers
Except as
permitted by the Wyoming Revised Statutes, the Company’s Articles of
Incorporation do not provide for any additional or different indemnification
procedures. At present, there is no pending litigation or proceeding involving a
director, officer or employee of the Company regarding which indemnification is
sought, nor is the Company aware of any threatened litigation that may result in
claims of indemnification. The Company has not obtained director’s and officer’s
liability insurance, although the board of directors of the Company may
determine to investigate and, possibly, acquire such insurance in the
future.
20
Employment
Agreements
We
have not entered into any employment agreements with any of our employees, and
employment arrangements are all subject at the discretion of our sole director,
Wu Xiaozhong.
Conflict
of Interest - Management’s Fiduciary Duties
Our director and officer may become, in his individual capacity,
an officer, director, controlling shareholder and/or partner of other entities
engaged in a variety of businesses. There is no agreement in place that
restricts Mr. Wu Xiaozhong from entering into businesses competitive with the
Company.
We may from time to time
be involved in routine legal matters incidental to our business; however, at
this point in time we are currently not involved in any litigation, nor are we
aware of any threatened or impending litigation.
Transfer
Agent
We have engaged Globex
Transfer, LLC to act as our stock registrar and transfer agent. Its address and
telephone number is 386-206-1133. Up until
engaging our transfer agent, we have acted as our own transfer agent and
registrar.
RELATED
PARTY TRANSACTIONS
All
transactions that are reportable pursuant to Item 404(d)(1) are disclosed in
this section.
The
Company utilizes office space provided at no cost from Mr. Wu Xiaozhong, our
sole officer and director. Office services are provided without charge by the
Company’s director. Such costs are immaterial to the financial statements and,
accordingly, have not been reflected.
During
June of 2009, Mr. Wu Xiaozhong received 173,000 shares of common stock, at a par
value of .01 per share for his services as officer and director of the Company.
Mr. Wu Xiaozhong is the sole officer and director of Lin’an Tengda Food and
developed the business plan.
All
current shareholders acquired their shares with the intent to hold the shares
for investment purposes, and not with a view to further resale or distribution,
except as permitted under exemptions from registration requirements under
applicable securities laws. That means that they may not sell such securities
unless they are either registered with the sec and comparable agencies in the
states or other jurisdictions where the purchasers reside, or are exempted from
registration. The most widely used exemption from registration requirements is
provided by sec Rule 144, which requires a six month holding period prior to
resale, and limits the quantities of securities that can be sold during any 90
day periods.
The
certificate has been issued with a restrictive legend required with respect to
issuance of securities pursuant to exemptions from registration requirements
under the Securities Act and the recipient acknowledged his understanding that
the shares are restricted from resale unless they were either registered under
the Securities Act and comparable state laws, or the transaction was effected in
compliance with available exemptions from such registration
requirements.
It
is contemplated that we may enter into certain transactions with our sole
director, Wu Xiaozhong, or affiliates which may involve conflicts of interest in
that they will not be arms’ length transactions.
All
future transactions between us and our officers, directors or 5% shareholders,
and their respective affiliates, will be on terms no less favorable than could
be obtained from unaffiliated third parties and will be approved by a majority
of any independent, disinterested directors.
There
are currently no related party transactions between affiliates and LIN’AN TENGDA
FOOD CORP., INC other than those disclosed herein. Further, LIN’AN TENGDA FOOD
CORP., INC has not had any preliminary contact or discussions with Xiaozhong
affiliates and there are no present plans, proposals, arrangements or
understandings with these companies to enter into any future
transactions.
21
DISCLOSURE
OF PAYMENT OF SERVICES WITH SHARES OF COMMON STOCK
The following shareholders were issued shares
in exchange for their corporate consulting services including meeting with local
governments, finding business experts and legal services, setting up corporate
structure, translation services, general business transcription, business
planning, and word processing. Mr. Wu Xiaozhong was provided his shares for his
services as our sole officer and director.
Beneficiary:
Jian
DI
|
32,000
common shares
|
Address
B423 Minghu Building
|
|
No.24
Huangsi street , Westerncity district,
|
|
Beijing China
100021.
|
|
Beneficiary:
Yuan
Su
|
52,000
common shares
|
Address
B423 Minghu Building
|
|
No.24
Huangsi street , Westerncity district,
|
|
Beijing China
100021.
|
|
Beneficiary:
Global Merchant
Corp
|
21,000
common shares
|
Address
Unit 2393
|
|
Sidney,
Canada V8L 3Y3
|
|
Wu
Xiaozhong
Maoli
Village, Longgang Town
Lin'an
City, Zhejiang Province
|
173,000
common shares
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information as of the date of this prospectus, and as
adjusted giving effect to the sale of 600,000 shares of common stock in this
offering, relating to the beneficial ownership of our common stock by those
persons known to us to beneficially own more than 5% of our capital stock, by
our director and executive officer, and by all of our directors, proposed
directors and executive officers as a group.
Name
of Beneficial Owner
|
Shares
Owned
|
Percentage
Before
Offering
|
Percentage
After
offering
|
Wu
Xiaozhong
|
173,000.00 |
21.53%
|
12.33%
|
“Beneficial
ownership” means the sole or shared power to vote or to direct the voting of, a
security, or the sole or shared investment power with respect to a security
(i.e., the power to
dispose of or to direct the disposition of, a security). In addition, for
purposes of this table, a person is deemed, as of any date, to have “beneficial
ownership” of any security that such person has the right to acquire within 60
days from the date of this prospectus.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
Our
certificate of incorporation contains provisions permitted under General
Corporation Laws of Wyoming relating to the liability of directors. The
provisions eliminate a director’s liability to stockholders for monetary damages
for a breach of fiduciary duty, except in circumstances involving wrongful acts,
including the breach of a director’s duty of loyalty or acts or omissions, which
involve intentional misconduct, or a knowing violation of law. Our certificate
of incorporation also contains provisions obligating us to indemnify our
directors and officers to the fullest extent permitted by General Corporation
Laws of Wyoming. We believe that these provisions will assist us in attracting
and retaining qualified individuals to serve as directors.
We are subject to the
State of General Corporation Laws of Wyoming. In general, the statute prohibits
a publicly held Wyoming corporation from engaging in a business combination with
a person who is an interested stockholder for a period of three years after the
date of the transaction in which that person became an interested stockholder,
unless the business combination is approved in a prescribed manner. A business
combination includes a merger, asset sale or other transaction resulting in a
financial benefit to the interested stockholder. An interested stockholder is a
person who, together with affiliates, owns, or, within three years prior to the
proposed business combination, did own 15% or more of our voting stock. The
statute could prohibit or delay mergers or other takeovers or change in control
attempts and accordingly, may discourage attempts to acquire us.
22
As
permitted by Wyoming law, we intend to eliminate the personal liability of our
directors for monetary damages for breach or alleged breach of their fiduciary
duties as directors, subject to exceptions. In addition, our bylaws provide that
we are required to indemnify our officers and directors, employees and agents
under circumstances, including those circumstances in which indemnification
would otherwise be discretionary, and we would be required to advance expenses
to our officers and directors as incurred in proceedings against them for which
they may be indemnified. The bylaws provide that we, among other things, will
indemnify officers and directors, employees and agents against liabilities that
may arise by reason of their status or service as directors, officers, or
employees, other than liabilities arising from willful misconduct, and to
advance their expenses incurred as a result of any proceeding against them as to
which they could be indemnified. At present, we are not aware of any pending or
threatened litigation or proceeding involving a director, officer, employee or
agent of ours in which indemnification would be required or permitted. We
believe that our charter provisions and indemnification agreements are necessary
to attract and retain qualified persons as directors and officers.
We
have agreed to the fullest extent permitted by applicable law, to indemnify all
our officers and directors.
We
undertake the following:
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 (the
“Act”) may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have 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.
REPORTS
TO SECURITY HOLDERS
LIN’AN TENGDA FOOD CORP. is not a
reporting issuer under the Securities Exchange Act of 1934. As a result of this
offering, we will become subject to the informational requirements of the 1934
Act for a period of at least one fiscal year.
FINRA
requires that all issuers maintaining quotations of their securities on the OTC
Bulletin Board file periodic reports under the 1934 Act. In order to maintain
such a quotation, we will have to register our securities under the 1934 Act on
form 8-A or form 10.
We
may cease filing periodic reports with the Securities and Exchange Commission
if:
*
|
We
have less than 300 stockholders of record; or
|
|
*
|
We
have less than 500, but more than 300, stockholders of record, and our
total assets did not exceed $10 million on the last day of each of our
three most recent fiscal years.
|
Because of the requirement
that we file periodic reports in order to have our common stock quoted on the
OTC Bulletin Board, we do not intend to suspend our reporting obligations in the
foreseeable future.
The
public may read and copy any materials that we file with the Commission at the
Commission’s Public Reference Room at 100 F St,, NE, Washington, D.C. 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the Commission at 1-800-SEC-0330. The Commission maintains an Internet
site that contains reports, proxy and information statements and other
information regarding issuers that file electronically with the Commission. The
address of that site is http://www.sec.gov.
We
intend to furnish to our stockholders annual reports containing financial
statements audited and reported upon by our independent accounting firm, and
such other periodic reports as we may determine to be appropriate or as may be
required by law.
23
LIN’AN
TENGDA FOOD CORP.
(A
DEVELOPMENT STAGE COMPANY)
TABLE
OF CONTENTS
DECEMBER
31, 2009
Report of Independent Registered Public Accounting Firm | F-1 |
Balance Sheet as of December 31, 2009 | F-2 |
Statement
of Operations for the period from April 1, 2009 (Inception)
to
December 31, 2009
|
F-3 |
Statement of Stockholders’ Deficit as of December 31, 2009 | F-4 |
Statement
of Cash Flows for the period from April 1, 2009 (Inception)
to
December 31, 2009
|
F-5 |
Notes to Financial Statements | F-6 to F-8 |
Silberstein Ungar, PLLC CPAs
and Business Advisors
Phone
(248) 203-0080
Fax (248)
281-0940
30600
Telegraph Road, Suite 2175
Bingham
Farms, MI 48025-4586
www.sucpas.com
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the
Board of Directors of
Lin’an
Tengda Food Corp.
Casper,
Wyoming
We have
audited the accompanying balance sheet of Lin’an Tengda Food Corp. as of
December 31, 2009, and the related statements of operations, stockholders’
deficit, and cash flows for the period from April 1, 2009 (Inception) through
December 31, 2009. These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Company has
determined that it is not required to have, nor were we engaged to perform, an
audit of its internal control over financial reporting. Our
audit included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control over financial reporting. Accordingly, we express no
such opinion. An audit includes examining on a test basis, evidence
supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Lin’an Tengda Food Corp. as of
December 31, 2009 and the results of its operations and cash flows for the
period from April 1, 2009 (Inception) through December 31, 2009, 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 5 to the financial
statements, the Company has negative working capital, has incurred operating
losses since inception, and has not received any revenue from sales of products
or services. These factors raise substantial doubt about the
Company’s ability to continue as a going concern. Management’s plans
with regard to these matters are described in Note 5. The
accompanying financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/
Silberstein Ungar, PLLC
Silberstein
Ungar, PLLC
Bingham
Farms, Michigan
March 17,
2010
F-1
LIN’AN
TENGDA FOOD CORP.
(A
DEVELOPMENT STAGE COMPANY)
BALANCE
SHEET
December
31,
2009
|
||||
ASSETS
|
||||
Current
Assets
|
||||
Cash
and equivalents
|
$ | 0 | ||
Interest
receivable
|
1,416 | |||
TOTAL
ASSETS
|
$ | 1,416 | ||
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
||||
Liabilities
|
||||
Current
Liabilities
|
||||
Accrued
expenses
|
$ | 5,800 | ||
Stockholders’
Deficit
|
||||
Common
Stock, $.01 par value, 500,000,000 shares authorized, 803,546 shares
issued and outstanding
|
8,035 | |||
Additional
paid-in capital
|
139,520 | |||
Stock
subscription receivable
|
(52,555 | ) | ||
Deficit
accumulated during the development stage
|
(99,384 | ) | ||
Total
Stockholders’ Deficit
|
(4,384 | ) | ||
TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$ | 1,416 |
See
accompanying notes to financial statements.
F-2
LIN’AN
TENGDA FOOD CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENT
OF OPERATIONS
Period
from April 1, 2009 (Inception) to December 31, 2009
Period
from
April
1, 2009
(Inception)
to
December
31,
2009
|
||||
REVENUES
|
$ | 0 | ||
OPERATING
EXPENSES
|
||||
Professional
fees
|
5,800 | |||
Incorporation
costs
|
1,000 | |||
Consulting
fees
|
94,000 | |||
TOTAL
OPERATING EXPENSES
|
100,800 | |||
NET
OPERATING LOSS
|
(100,800 | ) | ||
OTHER
INCOME
|
1,416 | |||
NET
LOSS
|
$ | (99,384 | ) | |
NET
LOSS PER SHARE: BASIC AND DILUTED
|
$ | (0.12 | ) | |
WEIGHTED
AVERAGE SHARES OUTSTANDING: BASIC AND DILUTED
|
803,546 |
See
accompanying notes to financial statements.
F-3
LIN’AN
TENGDA FOOD CORP. (A DEVELOPMENT STAGE COMPANY)
STATEMENT
OF STOCKHOLDERS’ DEFICIT
Period
from April 1, 2009 (Inception) to December 31, 2009
Common
stock
|
Additional
paid-in
|
Stock
subscription
|
Deficit
accumulated
during
the
development
|
|||||||||||||||||||||
Shares
|
Amount
|
capital
|
receivable
|
stage
|
Total
|
|||||||||||||||||||
April
1, 2009, Inception
|
-0- | $ | -0- | $ | -0- | $ | -0- | $ | -0- | $ | -0- | |||||||||||||
Issuance
of founder shares at $0.00 per share
|
173,000 | 1,730 | (1,730 | ) | - | - | 0 | |||||||||||||||||
Common
stock issued for promissory note at $0.10 per share
|
525,546 | 5,255 | 47,300 | (52,555 | ) | - | 0 | |||||||||||||||||
Common
stock issued for services and reimbursements
|
105,000 | 1,050 | 93,950 | - | - | 95,000 | ||||||||||||||||||
Net
loss for the period ended December 31, 2009
|
- | - | - | - | (99,384 | ) | (99,384 | ) | ||||||||||||||||
Balance,
December 31, 2009
|
803,546 | $ | 8,035 | $ | 139,520 | $ | (52,555 | ) | $ | (99,384 | ) | $ | (4,384 | ) |
See
accompanying notes to financial statements.
F-4
LIN’AN
TENGDA FOOD CORP.
(A
DEVELOPMENT STAGE COMPANY)
STATEMENT
OF CASH FLOWS
Period
from April 1, 2009 (Inception) to December 31, 2009
Period
from
April
1, 2009
(Inception)
to
December
31,
2009
|
||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||
Net
income (loss) for the period
|
$ | (99,384 | ) | |
Change
in non-cash working capital items:
|
||||
Common
stock issued for services and reimbursements
|
95,000 | |||
Changes
in assets and liabilities:
|
||||
Increase
in interest receivable
|
(1,416 | ) | ||
Increase
in accrued expenses
|
5,800 | |||
NET
CASH PROVIDED BY OPERATING ACTIVITIES
|
0 | |||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||
Common
stock issued for cash
|
52,555 | |||
Stock
subscription receivable
|
(52,555 | ) | ||
NET
CASH PROVIDED BY FINANCING ACTIVITIES
|
0 | |||
NET
INCREASE IN CASH
|
0 | |||
CASH,
BEGINNING OF PERIOD
|
0 | |||
CASH,
END OF PERIOD
|
$ | 0 | ||
SUPPLEMENTAL
CASH FLOW INFORMATION
|
||||
Interest
paid
|
$ | 0 | ||
Income
taxes paid
|
$ | 0 |
See
accompanying notes to financial statements.
F-5
LIN’AN
TENGDA FOOD CORP.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
December
31, 2009
NOTE
1 – SUMMARY OF ACCOUNTING POLICIES
Nature
of Business
Lin’an
Tengda Food Corp. is a development stage company and was incorporated in the
state of Wyoming on April 1, 2009. The company plans to be an
integral export-oriented enterprise of exportation and trade, the main
production is quick-frozen vegetables. The Company’s fiscal year end is December
31.
Development
Stage Company
The
accompanying financial statements have been prepared in accordance generally
accepted accounting principles applicable to development-stage
companies. A development-stage company is one in which planned
principal operations have not commenced or if its operations have commenced,
there has been no significant revenues there from.
Cash
and Cash Equivalents
The
Company considers all highly liquid investments with maturities of three months
or less to be cash equivalents. At December 31, 2009, the Company had
$-0- of cash.
Fair
Value of Financial Instruments
The
Company’s financial instruments consist of cash and cash equivalents and accrued
expenses. The carrying amount of these financial instruments approximates fair
value due either to length of maturity or interest rates that approximate
prevailing market rates unless otherwise disclosed in these financial
statements.
Income
Taxes
Income
taxes are computed using the asset and liability method. Under the
asset and liability method, deferred income tax assets and liabilities are
determined based on the differences between the financial reporting and tax
bases of assets and liabilities and are measured using the currently enacted tax
rates and laws. A valuation allowance is provided for the amount of
deferred tax assets that, based on available evidence, are not expected to be
realized.
Use
of Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date the financial statements and the
reported amount of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
F-6
LIN’AN
TENGDA FOOD CORP.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
December
31, 2009
NOTE
1 – SUMMARY OF ACCOUNTING POLICIES (continued)
Basic
loss per share
Basic
loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.
Recent
Accounting Pronouncements
The
Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on the Company’s results of
operations, financial position or cash flow.
NOTE
2 – ACCRUED EXPENSES
Accrued
expenses consisted of audit and accounting fees totaling $5,800 as of December
31, 2009.
NOTE
3 – COMMON STOCK
The
Company issued 173,000 shares to its founder during the period ended June 30,
2009. These shares were issued for $0. The Company also
issued 525,546 shares during the period ended June 30, 2009 for $0.10 per share
total proceeds of $52,555. The funds had not been collected as of
December 31, 2009 and are earning 4% interest and have been recorded as stock
subscriptions receivable. Total interest income for the three months
ended December 31, 2009 was $530 and for the period from inception to December
31, 2009 was $1,416.
The
Company also issued 105,000 shares in exchange for services and
reimbursements. These shares were valued at $95,000. Total
shares issued and outstanding at December 31, 2009 and June 30, 2009 were
803,546.
NOTE
4 – INCOME TAXES
For the
periods ended December 31, 2009, the Company has incurred net losses of
approximately $99,400 and, therefore, has no tax liability. The net
deferred tax asset generated by the loss carry-forward has been fully
reserved. The cumulative net operating loss carry-forward is
approximately $99,400 at December 31, 2009, and will expire beginning in the
year 2029.
The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
December
31,
2009
|
||||
Deferred
tax asset attributable to:
|
||||
Net
operating loss carryover
|
$ | 33,800 | ||
Valuation
allowance
|
(33,800 | ) | ||
Net
deferred tax asset
|
$ | - |
F-7
LIN’AN
TENGDA FOOD CORP.
(A
DEVELOPMENT STAGE COMPANY)
NOTES
TO THE FINANCIAL STATEMENTS
December
31, 2009
NOTE
5 – LIQUIDITY AND GOING CONCERN
Lin’an
Tengda Food Corp. has negative working capital, has operating losses since
inception, and has not yet received revenues from sales of products or
services. These factors create substantial doubt about the Company’s
ability to continue as a going concern. The financial statements do
not include any adjustment that might be necessary if the Company is unable to
continue as a going concern.
The
ability of the Company to continue as a going concern is dependent on the
Company generating cash from the sale of its common stock and/or obtaining debt
financing and attaining future profitable operations. Management’s
plans include selling its equity securities and obtaining debt financing to fund
its capital requirement and ongoing operations; however, there can be no
assurance the Company will be successful in these efforts.
NOTE
6 – SUBSEQUENT EVENTS
Management
has evaluated subsequent events through the date on which the financial
statements were submitted to the Securities and Exchange Commission and has
determined it does not have any material subsequent events to
disclose.
F-8
600,000
shares
|
LIN’AN
TENGDA FOOD CORP Common stock
|
Prospectus
|
March
23, 2010
|
Lin’an
Tengda Food Corp.
|
Address: Maoli Village,
Longgang Town, Lin'an City, Zhejiang
Province
|
Telephone:
0086-571-63633886
Fax: 0086-571-63633886
Person to
contact: Wu Xiaozhong
Until
___________________________, all dealers that effect transactions in these
securities, whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealers’ obligation to deliver
a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.
PART II -
INFORMATION NOT REQUIRED IN PROSPECTUS
Item
24.
|
Indemnification
of Directors and Officers.
|
The
statutes, charter provisions, bylaws, contracts or other arrangements under
which controlling persons, directors or officers of the issuer are insured or
indemnified in any manner against any liability which they may incur in such
capacity are as follows:
Section 145
of the Wyoming General Corporation Law provides that a corporation may indemnify
directors and officers as well as other employees and individuals against
expenses including attorneys’ fees, judgments, fines and amounts paid in
settlement in connection with various actions, suits or proceedings, whether
civil, criminal, administrative or investigative other than an action by or in
the right of the corporation, a derivative action, if they acted in good faith
and in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, if they had no reasonable cause to believe their conduct was
unlawful. A similar standard is applicable in the case of derivative actions,
except that indemnification only extends to expenses including attorneys’ fees
incurred in connection with the defense or settlement of such actions, and the
statute requires court approval before there can be any indemnification where
the person seeking indemnification has been found liable to the corporation. The
statute provides that it is not exclusive of other indemnification that may be
granted by a corporation’s certificate of incorporation, bylaws, agreement, a
vote of stockholders or disinterested directors or otherwise.
The
Company’s Certificate of Incorporation provides that it will indemnify and hold
harmless, to the fullest extent permitted by Section 145 of the Wyoming General
Corporation Law, as amended from time to time, each person that such section
grants us the power to indemnify.
The
Wyoming General Corporation Law permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability
for:
• any breach of
the director’s duty of loyalty to the corporation or its
stockholders;
• acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law;
24
• payments of
unlawful dividends or unlawful stock repurchases or redemptions; or
• any
transaction from which the director derived an improper personal
benefit.
The
Company’s Certificate of Incorporation provides that, to the fullest extent
permitted by applicable law, none of our directors will be personally liable to
us or our stockholders for monetary damages for breach of fiduciary duty as a
director. Any repeal or modification of this provision will be prospective only
and will not adversely affect any limitation, right or protection of a director
of our company existing at the time of such repeal or modification.
Item
25.
|
Other
Expenses of Issuance and Distribution*
|
The
following table sets forth all estimated costs and expenses, other than
underwriting discounts, commissions and expense allowances, payable by the
issuer in connection with the maximum offering for the securities included in
this registration statement:
Amount
|
||||
SEC
registration fee
|
$
|
10.00
|
||
Printing
and shipping expenses
|
2,000.00
|
|||
Legal
fees and expenses
|
3,500.00
|
|||
Accounting
fees and expenses
|
2,500.00
|
|||
Transfer
agent and misc. expenses
|
2,000.00
|
|||
Total
|
$
|
10,010.00
|
All
amounts are estimates other than the Commission’s registration fee. We are
paying all expenses of the offering listed above. No portion of these expenses
will be borne by the selling shareholders. The selling shareholders, however,
will pay any other expenses incurred in selling their common stock, including
any brokerage commissions or costs of sale.
Item
26.
|
Recent
Sales of Unregistered Securities.
|
We
were incorporated in the State of Wyoming in April 2009.and
173,,000 shares of common at at a value of $.01 per share were issued
to Wu Xiaozhong for services rendered relating to the organization and initial
management of the Company and for service as the sole board member. These shares
were issued in reliance on the exemption under Section 4(2) of the Securities
Act of 1933, as amended (the “Act”). These shares of our
common stock qualified for exemption under Section 4(2) of the Securities Act of
1933 since the issuance shares by us did not involve a public offering. The
offering was not a “public
offering” as defined in Section 4(2) due to the insubstantial number of
persons involved in the deal, size of the offering, manner of the offering and
number of shares offered. We did not undertake an offering in which we sold a
high number of shares to a high number of investors. In addition, the
shareholder had the necessary investment intent as required by Section 4(2)
since she agreed to and received share certificates bearing a legend stating
that such shares are restricted pursuant to Rule 144 of the 1933 Securities Act.
This restriction ensures that these shares would not be immediately
redistributed into the market and therefore not be part of a “public offering.” Based on an
analysis of the above factors, we have met the requirements to qualify for
exemption under Section 4(2) of the Securities Act of 1933 for this
transaction.
In June 2009, 105,000 shares were
issued to the following persons and companies in exchange for corporate
consulting services:
Beneficiary:Jian DI
Address
B423 Minghu Building
No.24
Huangsi street , Westerncity district,
Beijing China
100021.
|
32,000 common shares |
Beneficiary:
Yuan Su
Address
B423 Minghu Building
No.24
Huangsi street , Westerncity district,
Beijing China
100021.
|
52,000 common shares |
Beneficiary:
Global Merchant Corp
Address
Unit 2393 Sidney, Canada V8L 3Y3
|
21,000 common shares |
25
In June 2009, 525,546 shares for
$52,555 were sold in a Private Placement Memorandum under Regulation
“S.”
All of these securities
were sold by the issuer shall be deemed to occur outside the United States
within the meaning of
Rule
901 as the sale was made
in an offshore transaction and no directed selling efforts were made
in the United States by the Company. The shareholders that purchased under this
Private Placement Memorandum certified that they are not U.S. persons and did
not acquire the securities for the account or benefit of any U.S. person or is a
U.S. person who purchased securities in a transaction that did not require
registration under the Act.
The shareholders of the
securities have agreed to resell such securities only in accordance with the
provisions of this Regulation
S (Rule
901 through Rule
905, and Preliminary
Notes), pursuant to
registration under the Act, or pursuant to an available exemption from
registration; and agrees not to engage in hedging transactions with regard to
such securities unless in compliance wi
th the Act. These securities of a
domestic issuer contain a legend to the effect that transfer is prohibited
except in accordance with the provisions of this Regulation
S (Rule
901 through Rule
905, and Preliminary
Notes), pursuant to
registration under the Act, or pursuant to an available exemption from
registration; and that hedging transactions involving those securities may not
be conducted unless in compliance with the Act.
The
following sets forth the identity of the class of persons to whom we sold these
shares and the amount of shares for each shareholder:
Name
of Shareholder
|
Number
of Shares
|
||
Shasha
Zhao
|
14,598.50
|
Baohua
Chang
|
14,598.50
|
Qingging
Cao
|
14,598.50
|
Aihong
Gao
|
14,598.50
|
Hong
Wang
|
14,598.50
|
Yaping
Duan
|
14,598.50
|
Sihua
Qi
|
14,598.50
|
Weiwei
Liu
|
14,598.50
|
Xini
Zhao
|
14,598.50
|
||
Yuhui
Cao
|
14,598.50
|
||
Wen
Zhang
|
14,598.50
|
||
Xiaofang
Li
|
14,598.50
|
||
Shufeng
Li
|
14,598.50
|
||
Qingyun
Li
|
14,598.50
|
||
Yanhui
Han
|
14,598.50
|
||
Jinjin
Su
|
14,598.50
|
||
Yi
Xu
|
11,678.80
|
||
Huali
Zheng
|
11,678.80
|
||
Xinyuan
Zhang
|
11,678.80
|
||
Xiumei
Li
|
11,678.80
|
||
Yanxiao
Zhao
|
11,678.80
|
||
Dongmei
Liu
|
11,678.80
|
||
Guangsha
Zhu
|
11,678.80
|
||
Xiangjuan
Bu
|
11,678.80
|
||
Shan
Chen
|
11,678.80
|
||
Jun'e
Wang
|
11,678.80
|
||
Yanzhi
Chen
|
11,678.80
|
||
Aifeng
Bi
|
11,678.80
|
||
Yunsan
Liu
|
11,678.80
|
||
Yangiu
Zhang
|
11,678.80
|
||
Jiaojjao
Duan
|
11,678.80
|
||
Zhifang
Li
|
11,678.80
|
||
Zhigang
Bai
|
14,598.50
|
||
Nannan
Xu
|
14,598.50
|
||
Yanmeng
Li
|
11,678.80
|
||
Yaona
Xu
|
11,678.80
|
||
Qin
Bai
|
11,678.80
|
||
Xueliang
Wang
|
11,678.80
|
||
Guanghe
Wu
|
14,598.50
|
||
Guixia
Liu
|
14,598.50
|
26
The
Common Stock issued in our Regulation S Offering was issued in a transaction not
involving a public offering in reliance upon an exemption from registration
provided by Rule 902 of Regulation S of the Securities Act of 1933. In
accordance with Section 230.920 (k)(1) of the Securities Act of 1933, all
persons that invested under the Private Placement Memorandum were non-US persons
and did not reside in the United States at the time of investment.
Further:
(A)
|
No
general solicitation or advertising was conducted by us in connection with
the offering of any of the Shares.
|
(B)
|
At
the time of the offering we were not: (1) subject to the reporting
requirements of Section 13 or 15 (d) of the Exchange Act; or (2) an “investment company”
within the meaning of the federal securities laws.
|
(C)
|
Neither
we, nor any of our predecessors, nor any of our directors, nor any
beneficial owner of 10% or more of any class of our equity securities, nor
any promoter currently connected with us in any capacity has been
convicted within the past ten years of any felony in connection with the
purchase or sale of any security.
|
(D)
|
The
offers and sales of securities by us pursuant to the offerings were not
attempts to evade any registration or resale requirements of the
securities laws of the United States or any of its
states.
|
(E)
|
None
of the investors are affiliated with any of our directors, officers or
promoters or any beneficial owner of 10% or more of our
securities.
|
Please
note that pursuant to Rule 905, equity securities of domestic issuers acquired
from the issuer, a distributor, or any of their respective affiliates in a
transaction subject to the conditions of Rule 901 or Rule 903 are deemed to be
“restricted securities” as defined in Rule 144. Resales of any of such
restricted securities by the offshore purchaser must be made in accordance with
this Regulation S (Rule 901 through Rule 905, and Preliminary Notes), the
registration requirements of the Act or an exemption therefrom. Any “restricted
securities,” as defined in Rule 144, that are equity securities of a domestic
issuer will continue to be deemed to be restricted securities, notwithstanding
that they were acquired in a resale transaction made pursuant to Rule 901 or
Rule 904
We have
never utilized an underwriter for an offering of our securities. Other than the
securities mentioned above, we have not issued or sold any
securities.
Item
27.
|
Exhibits
Index.
|
The
exhibits marked with an “*” have already been filed. The remaining exhibits are
filed with this Registration Statement:
Number
|
Exhibit
Name
|
|
1.1
|
Subscription
Agreement
|
|
3.1
|
Certificate
of Incorporation
|
|
3.2
|
By-Laws
|
|
3.3
|
Articles
of Incorporation
|
|
4.1
|
Form
of Common Stock Certificate
|
|
5.1
|
Opinion
of Jillian Ivey Sidoti, Esq. regarding legality
|
|
23.1
|
Consent
of Silberstein Ungar, PLLC
|
Item
28.
|
Undertakings.
|
The
undersigned registrant undertakes:
(1)
To file, during any period in which offer or sales are being made, a
post-effective amendment to this registration statement:
27
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)
which, individually or in the aggregate, represent a fundamental change in the
information in the 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 the
information in the Registration Statement.
(2)
That, for the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
securities at that time shall be deemed to be the initial bona fide
offering.
(3)
To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4) That, 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.
(5) That, for the purpose of
determining liability of the registrant under the Securities Act of 1933 to any
purchaser in the initial distribution of 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.
|
ii.
|
iii.
|
iv.
|
(6) The registrant shall request
acceleration pursuant to Rule 461
under the Securities Act and there 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 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 Act and
will be governed by the final adjudication of such issue.
Subject
to the terms and conditions of Section 15(d) of the Securities Exchange Act of
1934, the undersigned Registrant hereby undertakes to file with the Securities
and Exchange Commission any supplementary and periodic information, documents,
and reports as may be prescribed by any rule or regulation of the Commission
heretofore or hereafter duly adopted pursuant to authority conferred to that
section.
28
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 our certificate of incorporation or provisions of Wyoming law, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission the indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. If a claim for
indemnification against 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 a director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of our
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether the indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of the issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-1 and has duly caused this registration statement to be signed
on our behalf by the undersigned, in the City of
________________________________, on March 23,
2010.
LIN’AN
TENGDA FOOD CORP
|
|
/s/
Wu Xiaozhong
|
|
Wu
Xiaozhong,
|
|
President,
Chief Executive Officer,
|
|
Treasurer
and Principal Financial
|
|
Officer
|
|
In
accordance with the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed by the following persons in the
capacities and on the dates stated.
SIGNATURE
|
TITLE
|
DATE
|
/S/
Wu Xiaozhong
|
President,
Treasurer, and Director
|
March
23, 2010
|
(Principal
Executive, Financial and Accounting Officer)
|
||
Wu
Xiaozhong
|
||
/S/
Wu Xiaozhong
|
Vice
president AND secretary
|
March
23, 2010
|
Wu
Xiaozhong
|
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
EXHIBITS
TO
REGISTRATION
STATEMENT
ON
FORM S-1
UNDER
THE
SECURITIES ACT OF 1933
LIN’AN
TENGDA FOOD CORP
29