As filed with the Securities and Exchange Commission on December 15, 2016

 

Registration No. ______________

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1

 

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

 

FRANKLIN HILL ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware		3714		81-1004200
State or other jurisdiction		Primary Standard Industrial		(I.R.S. Employer
incorporation or organization		Classification Code Number)		Identification Number)

  

9454 Wilshire Blvd.

Suite 612

Beverly Hills, California 90212

+1 949 673-4510

 

(Address, including zip code, and telephone number, including area code

of registrant’s principal executive offices)

 

Inc. Plan

Trolley Square, Suite 20 C

Wilmington, Delaware 19806

+800 462-4633

 

(Name, address, including zip code, and telephone number,

Including area code, of agent for service)

 

With copy to

Cassidy & Associates

215 Apolena Avenue

Newport Beach, California 92662

949-673-4510 949-673-4525 (fax)

 

Approximate Date of Commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

 

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. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462© under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

 

	Large accelerated filer	☐	Accelerated filed	☐
	Non-accelerated filed	☐	Smaller reporting company	☒

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.

 

 

CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered		Amount to be Registered				Proposed Maximum Offering Price Per Share (1)				Proposed Maximum Aggregate Offering Price				Amount of Registration Fee (2)
Common Stock			2,500,000			$	0.10			$	250,000			$	29.00

 

	(1)	There is no current market for the securities and the price at which the Shares are being offered has been arbitrarily determined by the Company and used for the purpose of computing the amount of the registration fee in accordance with Rule 457 under the Securities Act of 1933, as amended.
	(2)	Paid by electronic transfer.

 

 

 

EXPLANATORY NOTE

 

This registration statement and the prospectus therein cover the registration of 2,500,000 shares of common stock offered by the holders thereof.

 

 

The information contained in this prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission and these securities may not be sold until that registration statement becomes effective. This 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.

 

PROSPECTUS

Subject to Completion, Dated December 15, 2016

 

Franklin Hill Acquisition Corporation

2,500,000 shares of common stock offered by selling shareholders at $0.10 per share

 

This prospectus relates to the offer and sale of 2,500,000 Shares of common stock of Franklin Hill Acquisition Corporation (the “Company”), $0.0001 par value per share, offered by the holders thereof (the “Shares”). The selling shareholders will offer their shares at a price of $0.10 per share, until the Company’s common stock is listed on a national securities exchange or is quoted on the OTC Bulletin Board (or a successor); after which, the selling shareholders may sell their shares at prevailing market or privately negotiated prices, including (without limitation) in one or more transactions that may take place by ordinary broker’s transactions, privately-negotiated transactions or through sales to one or more dealers for resale. The selling shareholders are deemed to be statutory underwriters.

 

The maximum number of Shares that can be sold pursuant to the terms of this offering by all the selling shareholders is 2,500,000 Shares. Funds received from the sale of Shares by the selling shareholders will be immediately available to such selling shareholder. The Company will not receive any proceeds from the sale of the Shares.

 

The offering will terminate twenty-four (24) months from the date that the registration statement relating to the Shares is declared effective, unless earlier fully subscribed or terminated by the Company. The Company intends to maintain the current status and accuracy of this prospectus and to allow selling shareholders to offer and sell the Shares for a period of up to two (2) years, unless earlier completely sold, pursuant to Rule 415 of the General Rules and Regulations of the Securities and Exchange Commission. All costs incurred in the registration of the Shares are being borne by the Company.

 

Prior to this offering, there has been no public market for the Company’s common stock. No assurances can be given that a public market will develop following completion of this offering or that, if a market does develop, it will be sustained. The offering price for the Shares has been arbitrarily determined by the Company and does not necessarily bear any direct relationship to the assets, operations, book or other established criteria of value of the Company. The Shares will become tradable on the effective date of the registration statement of which this prospectus is a part.

 

Neither the Company nor any selling shareholders has any current arrangements nor entered into any agreements with any underwriters, broker-dealers or selling agents for the sale of the Shares. If the Company or any selling shareholder can locate and enter into any such arrangement(s), the Shares of such selling shareholder(s) will be sold through such licensed underwriter(s), broker-dealer(s) and/or selling agent(s).

 

		Assumed Price To Public				Proceeds to Company
Per Common Stock Share Offered		$	0.10 per share			$	0.00

  

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 Company is an "emerging growth company" as defined in the Jumpstart Our Business Startups Act.

 

The Company’s independent auditors have issued a report raising substantial doubt of the Company’s ability to continue as a going concern.

 

These securities involve a high degree of risk. See “RISK FACTORS” contained in this prospectus beginning on page 5.

 

Franklin Hill Acquisition Corporation

8454 Wilshire Boulevard

Suite 612

Beverly Hills, California 90212

Prospectus dated ______________, 2016

 

 

TABLE OF CONTENTS

 

Prospectus Summary	3
Risk Factors	5
Forward-Looking Statement	11
Determination of Offering Price	11
Dividend Policy	11
Selling Shareholders Sales	11
Plan of Distribution	12
Description of Securities	12
The Business and Business Plan	13
The Company	16
Management's Discussion and Analysis of Financial Condition and Results of Operations	18
Management	20
Executive Compensation	20
Security Ownership of Certain Beneficial Owners and Management	21
Certain Relationships and Related Transactions	21
Selling Shareholders	21
Description of Securities	23
Legal Matters	24
Experts	24
Disclosure of Commission Position of Indemnification for Securities Act Liabilities	24
Financial Statements	F-1

  _________________

 

 

RISK FACTORS

 

A purchase of any Shares offered by the selling shareholders is an investment in the Company’s common stock and involves a high degree of risk. Investors should consider carefully the following information about these risks, together with the other information contained in this prospectus, before the purchase of any Shares. If any of the following risks actually occur, the business, financial condition or results of operations of the Company would likely suffer. In such a case, the market price of the common stock could decline and investors could lose all

or part of the money paid to purchase the Shares.

 

The Company has no operations and revenues to date.

 

The Company has not commenced operations nor generated any revenues as of the date of this prospectus. To date, most of management’s time, and the Company’s limited resources have been spent in developing a business strategy, researching potential opportunities, contacting partners, exploring marketing contacts, establishing management personnel and resources, preparing its business plan and model, selecting professional advisors and consultants and seeking capital for the Company.

 

The Company had not generated revenues and had no income or cash flows from operations since inception. Franklin Hill had sustained operating loss of $8,400 for the nine months ended September 30, 2016 and had a working capital deficit of $10,950 and an accumulated deficit of $12,462 as of September 30, 2016.

 

There is no assurance that the Company will ever be profitable. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

 

 

The Company is a development-stage Company with no operating history and as such any prospective investor cannot assess the Company’s profitability or performance.

 

Because the Company is a development-stage Company with no operating history, it is impossible for an investor to assess the performance of the Company or to determine whether the Company will meet its projected business plan. The Company has limited financial results upon which an investor may judge its potential. As a development-stage, the Company may in the future experience under-capitalization, shortages, setbacks and many of the problems, delays and expenses encountered by any early stage business. An investor will be required to make an investment decision based solely on the Company management’s history and its projected operations in light of the risks, expenses and uncertainties that may be encountered by engaging in the Company’s industry.

 

The Company is a development stage Company and has a correspondingly small financial and accounting organization. Being a public Company may strain the Company’s resources, divert management’s attention and affect its ability to attract and retain qualified officers and directors.

 

The Company is a development stage Company with no developed finance and accounting organization and the rigorous demands of being a public Company require a structured and developed finance and accounting group. As a reporting Company, the Company is already subject to the reporting requirements of the Securities Exchange Act of 1934. However, the requirements of these laws and the rules and regulations promulgated thereunder entail significant accounting, legal and financial compliance costs which may be prohibitive to the Company as it develops its business plan, services and scope. These costs have made, and will continue to make, some activities more difficult, time consuming or costly and may place significant strain on its personnel, systems and resources.

 

The Securities Exchange Act requires, among other things, that companies maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain the requisite disclosure controls and procedures and internal control over financial reporting, significant resources and management oversight are required. As a result, management’s attention may be diverted from other business concerns, which could have a material adverse effect on the development of the Company’s business, financial condition and results of operations.

 

These rules and regulations may also make it difficult and expensive for the Company to obtain director and officer liability insurance. If the Company is unable to obtain adequate director and officer insurance, its ability to recruit and retain qualified officers and directors, especially those directors who may be deemed independent, will be significantly curtailed.

 

The Company is a development-stage Company and has little experience as a public Company.

 

The Company is a development-stage Company and as such has little experience in managing a public Company. Such lack of experience may result in the Company experiencing difficulty in adequately operating and growing its business. Further, the Company may be hampered by lack of experience in addressing the issues and considerations which are common to growing companies. If the Company’s operating or management abilities consistently perform below expectations, the Company’s business is unlikely to thrive. In addition, although the Company is already a reporting Company, the Company’s lack of experience may result, in spite of the successful development of its products, in difficulty in managing the operations and finances of a public Company.

 

The Company expects to incur additional expenses and may ultimately never be profitable.

 

The Company is a development-stage Company and has limited operations to date. The Company will need to begin generating revenue to achieve and maintain profitability. To become profitable, the Company must successfully develop a client base and secure accounts in targeted markets. Success in securing targeted accounts involves many factors that are beyond the Company’s control, including the type of competition that the Company may encounter. Ultimately, in spite of the Company’s best or reasonable efforts, the Company may never actually generate revenues or become profitable.

 

The Management of the Company consists of One Person.

 

Khoo Lay Wah is the sole officer and director of the Company and is the sole shareholder in the Company and is the sole control person of the Company. Ms. Khoo possesses unique skills, knowledge and expertise in the business of the Company. As such, one person without the advice or counsel of a larger board or management team makes all business decisions of the Company. The Company is reliant on the good business judgment of Ms. Khoo for the development of current and future operations.

 

If Ms. Wahwas unable or unwilling to continue in such positions with the Company her loss would be a significant and material adverse consequence for the Company. Such changes might be disruptive to the business of the Company and impede the execution of the business strategy. There is no assurance that the Company would be able to so locate new management. Any failure to attract and retain qualified executives could negatively affect the business of the Company.

 

The Company is reliant upon Management for all Operations and Business Decisions.

 

Management will participate in all decisions with respect to the management of the Company, including (without limitation) determining projects on which to bid, operations, marketing, advertising and development. In the event of the dissolution, death, retirement or other incapacity of the Management, the business and operations of the Company may be adversely affected.

 

 

The Company’s sole officer controls a majority of the outstanding stock.

 

The President of the Company, its sole officer and director, currently beneficially own more than a majority of the Company’s outstanding common stock. As such, she controls most matters requiring approval by stockholders, including the election of directors and approval of significant corporate transactions. This concentration of ownership may also have the effect of delaying or preventing a change in control, which in turn could have a material adverse effect on the market price of the Company’s common stock or prevent stockholders from realizing a premium over the market price for their Shares. Ms. Khoo will retain substantial control over matters requiring approval, such as (without limitation) the election of directors and approval of significant corporate transactions. This concentration of ownership may also have the effect of delaying or preventing a change in control.

 

Possible Use of Preferred Shares may impinge an investor’s rights to vote on Company matters.

 

The provisions of the Company’s governance give significant rights and control to the Company’s Management. Moreover, if the Company issues preferred shares, preferred shareholders would have substantially greater voting rights than other shareholders. Investors will have little to no voting control as related to the actual business. At this time, no preferred shares are outstanding and the Company currently has no plans to issue preferred shares; however, the Company may issue preferred shares in the future.

 

Broad Indemnification has been provided to Management.

 

The governing documents of the Company limit the liability of, and provide indemnification for, the Management and the respective directors, officers, employees and agents of the Company and the Management. The indemnification provided is to the full extent permitted under applicable Delaware law. Those provisions may limit certain rights of the shareholders against such parties, and moreover, an indemnification by the Company of the Management or any indemnified individual may result in substantial out-of-pocket costs and expenses payable by the Company. If the Company is forced to provide indemnification for any of these indemnified parties, it is possible that the assets of the Company could become depleted or the Company may otherwise suffer a material adverse financial consequence as a result of its indemnity obligations. As of the date of this Memorandum, to the knowledge of the Company, there is no pending litigation or proceeding that exists involving a director, officer, employee or agent of the Management or the Company where indemnification will be required or permitted.

 

Limited Transferability of Shares.

 

There is no public market for the Shares. While the Company intends to develop a public market in the future, there can be no assurance if or when such a market would be expected to develop in the future. Even if a potential buyer could be found, the transferability of these Shares is also restricted by the provisions of the Securities Act of 1933, as amended, and Rule 144 promulgated thereunder. Unless an exemption is available, these Shares may not be sold or transferred without registration under the Securities Act of 1933, as amended.

 

Investors must be capable of bearing the economic risks of this investment with the understanding that these Shares may not be liquidated by resale or redemption and should expect to hold their Shares as a long-term investment (especially if no public trading market develops).

 

Speculative Nature of Investment.

 

Investment in these Shares is speculative and, by investing, each investor assumes the risk of losing the entire investment. The Company has limited operations as of the date of this Private Placement Memorandum and will be solely dependent upon the Company and the Company's portfolio of assets, both of which are subject to the risks described herein. Accordingly, only investors who are able to bear the loss of their entire investment and who otherwise meet the investor suitability standards should consider purchasing these Shares.

 

Each prospective investor who invests in the Company must understand that investment in the Shares is speculative. By investing, potential investors understand that they may lose their entire investment in investing with the Company.

 

Price of Shares has been Arbitrarily Determined.

 

Currently there is no market for the Company’s common stock. The purchase price of the Shares offered through this Memorandum has been arbitrarily determined and may not reflect their actual value. The purchase price of the Shares has been arbitrarily determined and is not the result of arm's-length negotiations. It bears no relationship to any established criteria of value such as book value or earnings per share, or any combination thereof. Further, the price is not based on past earnings of the Company, nor does the price necessarily reflect the current market value of the Company. No valuation or appraisal of the Company or the Company’s potential business has been prepared.

 

 

Investors in the Offering may experience immediate dilution of the value of their shares.

 

Purchasers of the Shares may experience immediate dilution in the value of their Shares. Dilution represents the difference between the initial offering price per share paid by investors and the net tangible book value per share immediately after completion of the Offering. Net tangible book value per share is the net tangible assets of the Company (total assets less total liabilities less intangible assets), divided by the number of shares of common stock outstanding. Thus if at some other time, shares had been sold by the Company at a price less than the price paid by purchasers of the Shares or had been issued by the Company for services or as other non-cash consideration, then the value of such investor Shares immediately after purchase would be less than the purchase price.

 

The Company may complete a public offering (or private placement) for shares of common stock, to the extent legally permitted, in parallel with or immediately following this Offering.

 

The Company may conduct a primary public offering (or private placement) for Shares to raise proceeds for the Company. Such an offering may be conducted in parallel with or immediately following this Offering. Sales of additional Shares will dilute the percentage ownership of shareholders in the Company.

 

No Expectation to Pay Dividends.

 

The Company has not paid any dividends with respect to its outstanding Shares and cannot predict when, or if, dividends will be paid. The Company does not currently anticipate paying any dividends on the Shares until a product is successfully commercialized and liquidity is realized. There is no guarantee the Company will ever receive any profit from its operations so as to be able to declare and pay dividends. There can be no assurance with respect to the amount and timing of any dividends other than to the shareholders, or that they will ever be made. Future dividends will be determined by the Management of the Company in light of prevailing financial conditions, earnings, if any, as well as other relevant factors.

 

The Company has not applied for intellectual property or trade secret protection on any aspects of its business.

 

The Company has no current plans on attempting to obtain patents, copyright, trademarks and/or service marks on any of its solutions and services. There can be no assurance that the Company can obtain effective protection against unauthorized duplication or the introduction of substantially similar solutions and services.

 

The Company’s independent auditors have issued a report questioning the Company’s ability to continue as a a going concern.

 

The report of the Company’s independent auditors contained in the Company’s financial statements for the period ended December 31, 2015 includes a paragraph that explans that the Company has no current operations and there is no assurance that it will be able to obtain financing or secure the clients or other matters in order to start operations. Even if operations do commence, there is no assurance that the Company will be profitable. These matters raise substantial doubt regarding the Company’s ability to continue as a going concern without the influx of capital through the sale of its securities or through development of its operations.

 

Competition could prevent the Company from gaining sufficient market share.

 

The real estate management and consulting services sector in Southeast Asia is mature in some regions, relatively new in others, and in general represents a rapidly evolving industry. If the Company’s business model proves to be inappropriate or suboptimal, or if barriers to entry in certain regions prove too high, or if new competitors emerge to better serve the real estate industry, the Company’s business may be materially and adversely affected. It is impossible to predict how this industry might develop in the future. The development in this sector will depend to a large extent on continued and growing demand by real estate developers and other industry participants for such services. The Company’s business model may prove to be inappropriate or suboptimal as the industry develops. In addition, new competitors may emerge that are better adapted to serve the real estate industry as it evolves, which could cause the Company to lose market share in key market segments. Any failure to adapt to changes in this sector may materially and adversely affect the growth of the business.

 

There exists significant industry barriers to entry that may prevent growth of business.

 

The Property Management industry is labor intensive, as the majority of operations require personal communication. Subsequently, there are low capital costs within the industry, as the majority of technology is used to support traditional property management activities. However, at the same time there is a significant level of industry competition due to the similarity of services. As a result, industry participants compete on price, quality, breadth of service offerings, and knowledge of local markets. The Company’s more established competitors in certain regions staff local property management with first-hand experience with local zoning laws and regulations. These competitors are also able to use other managed properties as a portfolio of successful business. The Company, as a relatively new entrant, must compete on price to build up a rapport with local property developers and owners and work to win contracts from existing players. If competition forces the Company to compete at suboptimal prices, it may materially and adversely affect the growth of the business.

 

 

If the Company fails to hire, train and retain qualified managerial and other employees, the business and results of operations could be materially and adversely affected.

 

The Company places substantial reliance on the real estate industry experience and knowledge of its senior management team as well as their relationships with other real estate industry participants. Ms.Khoo Lay Wah, President, Manager & chief executive officer, is particularly important to the Company’s future success due to her substantial experience and reputation in the real estate industry. The Company does not carry, and does not intend to procure, key person insurance on any of its senior management team. The loss of the services of one or more members of the senior management team due to their departure, or otherwise, could hinder The Company’s ability to effectively manage the business and implement growth strategies. Finding suitable replacements for current senior management could be difficult, and competition for such personnel of similar experience is intense. If the Company fails to retain existing senior management, the business and results of operations could be materially and adversely affected.

 

The Company’s management and consulting services will be supported and enhanced by a team of research & implementation staff. They are critical to maintaining the quality and consistency of the Company’s services, brand and reputation. It is important to attract qualified employees who have experience in real estate research, information and consulting, and are committed to the Company’s service approach. There may be a limited supply of qualified individuals in some of the territories in Southeast Asia where the Company has operations and other cities into which the Company intends to expand. The Company must hire and train qualified managerial and other employees on a timely basis to keep pace with the rapid growth while maintaining consistent quality of services across operations in various geographic locations. The Company must also provide continuous training to managerial staff and other employees so that they are equipped with up-to-date knowledge of various aspects of the Company’s operations and can meet Company demand for high-quality services. If the Company fails to do so, the quality of services may deteriorate in one or more of the markets where the Company operates, which may cause a negative perception of the Company brand and adversely affect business.

 

The real estate management and consulting services industry is subject to regulators from various local, state and national jurisdictions.

 

Barriers to entry may exist depending upon varying local & foreign policies in the Company’s respective industry. In the real estate management and consulting services industry, these policies and regulations include licensing procedures, prescribed fiduciary responsibilities and antifraud prohibitions. In addition, property managers are also indirectly subject to various real estate specific laws including zoning, ordinances and licensing requirements. Unanticipated changes in the current regulatory climate could adversely affect the growth of the business. In addition, failure to obtain or keep requisite licenses and permits for business operations may subject The Company to significant financial penalties and other government sanctions.

 

Due to the broad geographic scope of the Company’s operations and the variety of services the Company provides, the Company is subject to numerous national, regional and local laws and regulations specific to the services the Company performs, including laws and regulations that set forth requirements to hold various licenses and permits. These laws and regulations are subject to interpretation and implementation by local authorities that may vary from place to place and from time to time, and the Company may be required to obtain licenses and permits it does not currently hold. Cost of acquisition to obtain all necessary licenses and permits may adversely affect the business prospects. What’s more, if the Company fails to properly obtain or maintain the licenses and permits or complete the filing and registrations required to conduct its business, the Company’s affected entities may be warned, fined, have their licenses or permits revoked, or be ordered to suspend or cease providing certain services, or subject to other penalties, sanctions and liabilities.

 

Forces Majeure.

 

Any natural or other disasters, including outbreaks of health epidemics and other extraordinary events could severely disrupt the Company’s business operations. The Company’s operations are vulnerable to interruption and damage from natural and other types of disasters, including earthquakes, fire, floods, environmental accidents, power loss, communications failures and similar events. On May 12, 2008, a severe earthquake occurred in Sichuan province of China, resulting in significant casualties and property damage and a sharp decline in real estate transactions in the affected areas. If any other disaster or extraordinary events were to occur in the future, the Company’s ability to operate its business could be seriously impaired.

 

Litigation Risk.

 

The Company does not have any business liability, disruption or litigation insurance, and any business disruption or litigation the Company experiences might result in it incurring substantial costs and diversion of resources. The insurance industry in Southeast Asia is still at an early stage of development. For instance, companies in China offer limited business insurance products and do not, to the Company’s knowledge, offer business liability insurance. While business disruption insurance is available to a limited extent in China, the Company has determined that the risks of disruption, cost of such insurance and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for the Company to have such insurance. As a result, except for fire insurance, the Company does not have any business liability, disruption or litigation insurance coverage for its operations in Southeast Asia. Any business disruption or litigation may result in the Company incurring substantial costs and diversion of resources.

 

 

The Company has not currently secured any accounts, and there is no assurance it will be able to do so in the future. If it is so able, there is no guarantee average spending per account will be sufficient to withstand cost of operations.

 

The Company may not be able to successfully execute its projected growth strategy of developing and expanding its client base and increasing the average spending of its clients on offered services, which could have a material adverse effect on the results of operations and prospects. To develop and grow the Company revenues derived from offered services, the Company will need to secure key contracts and develop and expand upon a currently non-existent client base. The Company will then have to increase the average spending of its retained clients on offered services. These efforts will involve aggressively marketing services to real estate developers, commercial & retail project sites and also other client groups, such as governmental agencies, universities, research institutes and financial institutions, and promoting additional, premium services to existing clients. The Company’s approach and philosophy may not be well received by targeted prospective clients, or the Company may not be successful in selling additional, premium services to existing clients. If such efforts to expand the Company client base and increase the average spending of its clients on offered services is not successful, the results of operations and prospects could be materially and adversely affected.

 

The Company may not be able to successfully execute its strategy of expanding into new geographical markets in Southeast Asia, which may have a material adverse effect on its business, results of operations and prospects.

 

While the Company and it’s management have an established reputation in Asia Pacific’s retail property market and while Ms. Khoo possesses key market intelligence in the Asian retail property market, the Company does not currently provide any management, consulting, marketing services nor otherwise to the geographic region. Expanding into new geographical markets imposes additional burdens on research, systems development, sales, marketing and general managerial resources. As the Southeast Asian market is large and diverse, client trends and demands may vary significantly by region and the Company’s experience in other markets in which it currently operates may not be applicable in other areas & regions. As a result, the Company may not be able to leverage its experience to expand into other parts of Southeast Asia or other regions in which in intends to conduct business. If the Company is unable to manage its expansion efforts effectively, if the Company expansion efforts take longer than planned or if the costs for these efforts exceed expectations, the results of operations may be materially and adversely affected.

 

Adverse changes in economic and political policies of the PRC government or other foreign governments where the Company conducts business operations could have a material and adverse effect on overall economic growth in the respective regions, which could adversely affect business.

 

A significant portion of the Company’s business operations will be conducted in China. As the real estate industry is highly sensitive to business and personal discretionary spending levels, it tends to decline during general economic downturns. Accordingly, the Company’s results of operations, financial condition and prospects are subject, to a significant degree, to economic developments in China. China’s economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. While the PRC economy has experienced significant growth in the past 30 years, growth has been uneven across different periods, regions and among various economic sectors of China. The PRC government has implemented various measures to encourage economic development and guide the allocation of resources. For example, on January 3, 2008, the State Council issued a Notice on Promoting Economization of Land Use, which urges the full and effective use of existing construction land and the preservation of farming land. While some of these measures benefit the overall PRC economy, they may have a negative effect on the real estate industry in China.

 

The PRC government also exercises significant control over China’s economic growth through the allocation of resources, controlling payment of foreign currency–denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. From late 2003 to mid-2008, the PRC government implemented a number of measures, such as increasing the People’s Bank of China’s statutory deposit reserve ratio and imposing commercial bank lending guidelines that had the effect of slowing the growth of credit, which in turn may have slowed the growth of the Chinese economy. In response to the recent global and Chinese economic downturn, the PRC government has promulgated several measures aimed at expanding credit and stimulating economic growth. Since August 2008, the People’s Bank of China has decreased the statutory deposit reserve ratio and lowered benchmark interest rates several times. Beginning in January 2009, the volume of new lending in China has increased greatly. Total new lending reached RMB7.4 trillion in the first six months of 2009, representing an increase of RMB2.5 trillion from the lending made in all of 2008, according to the People’s Bank of China. It is unclear whether PRC economic policies will be effective in stimulating growth, and the PRC government may not be effective in creating stable economic growth in the future, as evidenced by recent downturns in growth rates and foreign indexes. What’s more, Southeast Asian governmental restrictions on currency conversion may limit the Company’s ability to utilize revenues and funds effectively and the ability of the Company’s foreign subsidiaries and consolidated affiliated entities to obtain financing. Restrictions on currency exchanges between RMB and other currencies may limit the Company’s ability to utilize its revenues and funds, in particular in relation to capital account transactions such as investments and loans. For instance, under current PRC regulations, RMB is convertible for “current account transactions,” which include among other things dividend payments and payments for the import of goods and services, subject to compliance with certain procedural requirements. Although the RMB has been fully convertible for current account transactions since 1996, the Company cannot assure investors that the relevant PRC government authorities will not limit or eliminate the Company’s ability to purchase and retain foreign currencies for current account transactions in the future. Conversion of RMB into foreign currencies and of foreign currencies into RMB, for payments relating to “capital account transactions,” which principally include investments and loans, generally requires the approval of the State Administration of Foreign Exchange, or SAFE, and other relevant PRC governmental authorities. Restrictions on the convertibility of the RMB or other foreign currencies for capital account transactions could affect the ability of the Company’s Southeast Asian subsidiaries and affiliated Southeast Asian operating companies to make investments overseas or to obtain foreign exchange through debt or equity financing, including by means of loans or capital contributions from the Company.

 

 

Fluctuation in the value of foreign currencies may also have a material adverse effect on investment. For instance, the value of the RMB against the U.S. dollar, Euro and other currencies is affected by, among other things, changes in China’s political and economic conditions and China’s foreign exchange policies. To the extent that the Company needs to convert U.S. dollars into RMB or other currencies for its operations, appreciation of the Southeast Asian currencies against the U.S. dollar would have an adverse effect on the foreign currency amount the Company would receive from the conversion. Conversely, if the Company decides to convert its foreign currency into U.S. dollars for the purpose of making payments for dividends on its ordinary shares or for other business purposes, appreciation of the U.S. dollar against the foreign currency would have a negative effect on the U.S. dollar amount available to the Company. These and other effects on the Company’s financial data resulting from fluctuations in the value of foreign currency against the U.S. dollar could have a material adverse effect on the market price of the Company’s services and shareholders’ investments.

 

Unforeseen Changes may materially adversely impact Company operations.

 

While the Company has enumerated certain material risk factors herein, it is impossible to know all risks which may arise in the future. In particular, shareholders may be negatively affected by changes in any of the following: (i) laws, rules and regulations; (ii) regional, national and/or global economic factors; (iii) the capacity, circumstances and relationships of partners of the Company or the Management; or (iv) general changes in financial or capital markets.

 

The Company continuously encounters changes in its operating environment, and the Company may have fewer resources than many of its competitors to continue to adjust to those changes. The operating environment of the Company is undergoing rapid changes, with frequent introductions of laws, regulations, competitors, market approaches, and economic impacts. Future success will depend, in part, upon the ability of the Company to adapt to those changes and providing products and services that will satisfy the demands of their respective businesses and projects. Many of the competitors have substantially greater resources to adapt to those changes. The Company may not effectively react to all of the changes in its operating environment or be successful in adapting its products and approach.

 

FORWARD-LOOKING STATEMENTS

 

This prospectus contains, in addition to historical information, certain information, assumptions and discussions that may constitute forward-looking statements. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially than those projected or anticipated. Actual results could differ materially from those projected in the forward-looking statements. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, the Company cannot assure an investor that the forward-looking statements set out in this prospectus will prove to be accurate.

 

Such “forward-looking statements” can be identified by the use of forward-looking terminology such as “believes”, “expects”, “may”, “should” or “anticipates”, or the negative thereof, or other variations thereon or comparable terminology, or by discussion of strategy. No assurance can be given that the future results covered by the forward-looking statements will be achieved. The following matters constitute cautionary statements identifying important factors with respect to such forward-looking statements, including certain risks and uncertainties, which could cause actual results to vary materially from the future results covered in such forward-looking statements.

 

An investor should not rely on forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. The Company is not under a duty to update any of these forward-looking statements after the date of this prospectus or to conform these statements to actual results or revised expectations.

 

DETERMINATION OF OFFERING PRICE

 

There is no public market for the Company’s common stock and the $0.10 price at which the Shares are being offered has been arbitrarily determined by the Company.

 

The Shares offered by the selling shareholders may be offered and sold, from time to time, by the selling shareholders described in this prospectus under the heading “Selling Shareholders” at an offering price of $0.10 per share until such time as the Shares are quoted on the OTC Bulletin Board and only thereafter may be offered at prevailing market or privately negotiated prices. The selling shareholders may sell the Shares by any means described in this prospectus under “Plan of Distribution.”

 

DIVIDEND POLICY

 

The Company does not anticipate that it will declare dividends in the foreseeable future but rather intends to use any future earnings for the development of its business.

 

SELLING SHAREHOLDER SALES

 

This prospectus relates to the sale of 2,500,000 outstanding shares of the Company’s common stock by the holders of those shares. The selling shareholders, who are deemed to be statutory underwriters, will offer their shares at a price of $0.10 per share, until the Company’s common stock is listed on a national securities exchange or is quoted on the OTC Bulletin Board (or a successor); after which, the selling shareholders may sell their shares at prevailing market or privately negotiated prices, including (without limitation) in one or more transactions that may take place by ordinary broker’s transactions, privately-negotiated transactions or through sales to one or more dealers for resale.

 

 

Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the selling shareholders in connection with sales of the common stock. The selling shareholders may from time to time offer their shares through underwriters, brokers-dealers, agents or other intermediaries. The distribution of the common stock by the selling shareholders may be effected in one or more transactions that may take place through customary brokerage channels, in privately negotiated sales; by a combination of these methods; or by other means. The Company will not receive any portion or percentage of any of the proceeds from the sale of the Selling Shareholders’ Shares.

 

PLAN OF DISTRIBUTION

 

General

 

The selling shareholders may seek an underwriter, broker-dealer or selling agent to sell the Shares. As of the date of this prospectus, no selling shareholder has entered into any arrangements with any underwriter, broker-dealer or selling agent for the sale of the Shares. The Company has no arrangements nor has it entered into any agreement with any underwriters, broker-dealers or selling agents for the sale of the Shares.

 

The Company intends to maintain the currency and accuracy of this prospectus and to sell the Shares for a period of up to two (2) years, unless earlier completely sold, pursuant to Rule 415 of the General Rules and Regulations of the Securities and Exchange Commission.

 

The offering will terminate 24 months following the date of the initial effectiveness of the registration statement to which this prospectus relates unless earlier closed.

 

Selling Shareholders

 

The selling shareholders will offer their shares at an offering price of $0.10 per share until such time as the Shares are quoted on the OTC Bulletin Board and offered thereafter at prevailing market or privately negotiated prices including (without limitation) in one or more transactions that may take place by ordinary broker's transactions, privately-negotiated transactions or through sales to one or more dealers for resale or at prevailing market prices if a market should develop. The distribution of the Selling Shareholder Shares may be effected in one or more transactions that may take place through customary brokerage channels, in privately-negotiated sales, by a combination of these methods or by other means. The selling shareholders may from time to time offer their shares through underwriters, brokers-dealers, agents or other intermediaries. Usual and customary or specifically negotiated brokerage fees or commissions may be paid by the selling shareholders in connection with sales of the Shares. The Company will not receive any portion or percentage of any of the proceeds from the sale of the Shares. Of the 2,500,000 Shares included in the registration statement, of which this prospectus is a part, 1,000,000 shares are held by President & director of the Company Khoo Lay Wah.

 

Resale of the Securities under State Securities Laws

 

The National Securities Market Improvement Act of 1996 ("NSMIA") limits the authority of states to impose restrictions upon resale of securities made pursuant to Sections 4(1) and 4(3) of the Securities Act of companies which file reports under Sections 13 or 15(d) of the Securities Exchange Act. Resale of the Shares in the secondary market will be made pursuant to Section 4(1) of the Securities Act (sales other than by an issuer, underwriter or broker).

 

DESCRIPTION OF SECURITIES

 

Capitalization

 

The Company is authorized to issue 100,000,000 shares of common stock, par value $0.0001, of which 20,500,000 Shares are outstanding as of the date of the registration statement, of which this prospectus is a part. The Company is also authorized to issue 20,000,000 shares of preferred stock, par value $0.0001, of which no shares were outstanding as of the date of the registration statement, of which this prospectus is a part.

 

The following statements relating to the capital stock set forth the material terms of the securities of the Company, however, reference is made to the more detailed provisions of, and such statements are qualified in their entirety by reference to, the certificate of incorporation and the by-laws, copies of which are filed as exhibits to this registration statement.

 

Common Stock

 

The Company is registering up to 2,500,000 Shares of common stock for sale to the public by the holders thereof at a price of $0.10 per Share. The Company is not directly offering any Shares for sale.

 

 

Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights.

 

Subject to preferences that may be applicable to any outstanding shares of preferred stock, the holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the board of directors in its discretion from funds legally available therefor.

 

Holders of common stock have no preemptive rights to purchase the Company’s common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock. The Company may issue additional shares of common stock which could dilute its current shareholder’s share value.

 

Preferred Stock

 

Shares of preferred stock may be issued from time to time in one or more series as may be determined by the board of directors. The voting powers and preferences, the relative rights of each series, and the qualifications, limitations, and restrictions on such preferred stock shall be established by the board of directors, except that no holder of preferred stock shall have preemptive rights.

 

Admission to Quotation on the OTC Bulletin Board

 

If and when the Company meets the qualifications, it intends to apply for quotation of its securities on the OTC Bulletin Board. There is no assurance that the Company will ever meet such qualifications. The OTC Bulletin Board differs from national and regional stock exchanges in that it (1) is not situated in a single location but operates through communication of bids, offers and confirmations between broker-dealers and (2) securities admitted to quotation are offered by one or more broker-dealers rather than the "specialist" common to stock exchanges. To qualify for quotation on the OTC Bulletin Board, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company listing.

 

Penny Stock Regulation

 

Penny stocks generally are equity securities with a price of less than $5.00 per share other than securities registered on national securities exchanges or listed on the Nasdaq Stock Market, provided that current price and volume information with respect to transactions in such securities are provided by the exchange or system. The penny stock rules impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prescribed by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. Because of these penny stock rules, broker-dealers may be restricted in their ability to sell the Company’s common stock. The foregoing required penny stock restrictions will not apply to the Company’s common stock if such stock reaches and maintains a market price of $5.00 per share or greater.

 

Dividends

 

The Company has not paid any dividends to date. The Company intends to employ all available funds for the growth and development of its business, and accordingly, does not intend to declare or pay any dividends in the foreseeable future.

 

Dilution

 

Dilution in the value of the Shares held by current shareholders if additional shares of common stock are issued at a price less than that paid by the current shareholders. Such dilution may occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock for value less than that paid by the current shareholders. There is no restriction on the ability of the Company to issue additional shares of its common stock at a price to be determined at the time of such sale or sales.

 

THE BUSINESS AND BUSINESS PLAN

 

Background

 

The Company is a development stage Company and has limited operating history and is expected to experience losses in the near term.

 

Summary

 

Franklin Hill Acquisition Corporation, a Delaware Corporation, is a new global property management company in the Asia Pacific focusing on management of retail and commercial properties. The Company aims to increase the value of its retail properties by offering expertise in building appraisal and advisory services, facilities management, lease administration, mortgage valuation, tenant representation and more. The Company's management believes it holds a number of advantages in these business channels that will help its clientele operate in a cost-effective manner and expand in their respective markets.

 

 

Management anticipates that continued urbanization in target markets will drive demand for real estate throughout China, Southeast Asia and India. The Company projects that infrastructural developments will also present opportunities – particularly developments located among transport nodes such as nine Raffles City projects in China and Singapore.

 

The Market

 

The Asian retail property market is undergoing structural shifts. At present, the Company considers there to be an oversupply of either poorly positioned or misconceived shopping centers, unfit for growing demand as sectors continue to develop. Furthermore, there exists a rapid rise of Asian e-commerce which is changing the dynamic of retail malls across the region. The shopping malls are projected to operate distinctly from current operations; the Company anticipates that new malls will become entertainment lifestyle centers rather than just shops. The Company intends to capitalize on this structural shit by offering integrated operations solutions with the traditional bricks-and-mortar shopping operations.

 

High Growth Regions and Sectors

 

Wall Street Journal reports specific growth areas in the Asian Pacific Rim property market as follows:

 

●	Japanese real-estate investment trusts look attractive especially since the country’s central bank adopted negative interest rates in January, making corporate debt less costly.
●	Retailers in Australia that are seeing stronger sales as the weak Australian dollar encourages domestic shoppers to keep their dollars at home.
●	Chinese retail properties that serve middle market shoppers through investments in Hong Kong and Singapore-based companies.
●	Property developments in the Philippines which have benefited from the growth in the country stoked by strong remittances from Filipino expatriates.

 

Colliers’ Global Investor Outlook further identifies CBD offices as the preferred investment sector for Asia-Pacific investors, followed by development opportunities and industrial and logistics. The Company will firstly consider these high-growth areas during the initial search in the retail property market in Asia.

 

Asia-Pacific Investor Outlook

 

Colliers’ Global Investor Outlook reported high level of investor confidence with the majority of investors looking to continue expanding their portfolio. Consequently, investment volumes in Asia-Pacific are likely to continue to increase in 2016, a thought shared by 48% of investors from the region. These investors will be using higher levels of debt to fund their acquisitions. Despite high confidence levels, there is an element of caution that is starting to emerge. There has been a significant change in attitudes to risk over the past 12 months and this is likely to impact on the types of properties sought after in the region. Lastly, 2016 anticipates to see more motivated sellers, which will create more varied opportunities for investment.

 

International Market Entry Strategies

 

In light of the current market environments, The Company will execute diverse market-entry strategies accordingly including:

 

●	Identification of retail properties in geographically robust regions such as Japan and Australia.
●	Identification of newly developed retail properties such as shopping malls, department stores and hypermarkets within densely populated locations in growing urban cities identified below including Tokyo, Sydney, Melbourne, Osaka and Ho Chi Minh City.

 

The Company’s international market strategy will be tailored according to the local political and economic environments as well as high-growth regions that support the Company’s robust growth plan.

 

 

Competition

 

The real estate management and consulting services sector in Southeast Asia is mature in some regions, relatively new in others, and in general represents a rapidly evolving industry. If the Company’s business model proves to be inappropriate or suboptimal, or if barriers to entry in certain regions prove too high, or if new competitors emerge to better serve the real estate industry, the Company’s business may be materially and adversely affected. What’s more, the Company will face competition from a number of property management companies operating in the Asia Pacific region. Among the most prominent competitors is Keppel Corporation, a property management firm based in Singapore. Nonetheless, the Company’s market intelligence will identify specific lucrative new developments in Asia and utilization of management expertise shall enable the Company to withstand competition. 

 

PLAN OF OPERATION

 

Business Plan

 

The Company shall exploit global commercial property management market opportunities, with focus on developing regions in Southeast Asia and along the Pacific Rim. Initial concentration of marketing & advertising efforts shall be devoted to regions in Malaysia and similar developing regions where demand is projected highly based on current market inefficiencies in the respective regions. The Company has already invested significant time, effort and skill in assessing likely supply & demand across these respective regions. The Company will direct its marketing & advertising efforts to obtain market share based on the research already conducted and on the know-how and experience of Management.

 

The Company will directly offer services to newly developed properties and retail projects across the target regions. City investment & city development projects have been tracked and analyzed by the Company across Southeast Asia, spurring potential marketing efforts and campaigns. The Company intends to capitalize on the emerging trends across said regions. Although competition will be fierce, the Company intends to offer optimal services and competitive pricing to withstand competition.

 

Although global and regional fiscal trends may affect growth potential, Management is of the opinion based on market research studies so conducted that the Asian financing market still sees plenty of liquidity to fund property investments. Borrowing terms in most jurisdictions remain largely constant amidst impending interest rate rises, with the possible exception of Hong Kong and Singapore. Japan remains the easiest market in which to raise debt, with borrowing easily available at rates of less than 1 percent. International banks are now increasingly active in Asia, offering longer tenor than the traditional three- to five-year terms. The Company shall continually monitor investment trends across said regions to assess current and future market base.

 

Potential Revenue

 

The Company shall derive revenue from offering of the following services:

 

Property Management

	●	Cleaning & Waste Management
	●	Landscaping
	●	Pest Control

●

Security & Safety

●

Car Park Management

●

Utilities Management

●

Maintenance and Repairs

●

Preventive & Periodic Maintenance

●

Defects Liability Management

●

Emergency & Crisis Management

●

Procurement

●

Customer Relationship

●

Tenant Management

●

Financial Management -- including Billing & Collection

●

Lease documentation

●

Enforcement of lease covenants

●

Arrears management

●

Property Tax & Insurance

 

Leasing/Marketing

●

Negotiation for Leases & Licenses

●

Marketing of vacant space

●

Market Research

●

Space planning

●

Project Financial Analysis

●

Conceptualization of design

●

Building Improvement

●

Project Management

●

Construction Management

 

 

General Consultancy

●

Asset Enhancement

●

Property Tax Management

●

Acquisition & Due Diligence

●

Review of Service Charge

 

The Company envisions that it will be able to profit from the recent growth of retail & commercial property development in the target regions. The Company intends to earn revenue from fees derived from services offered to said properties. Projected continued growth in the region shall also lead to increased opportunities as Management projects market-size to expand.  

 

THE COMPANY

 

Change of Control

 

The Company was incorporated in the State of Delaware in December 2015. On May 20, 2016, the following events occurred which resulted in a change of control of the Company:

 

The Company redeemed an aggregate of 19,500,000 of the then 20,000,000 shares of outstanding stock at a redemption price of $.0001 per share for an aggregate redemption price of $1,950. James Cassidy and James McKillop, both directors of the Company and the then president and vice president, respectively, resigned such directorships and all offices of the Company. Messrs. Cassidy and McKillop each beneficially retain 250,000 shares of the Company’s common stock. Khoo Lay Wah was named as the sole director of the Company and serves as its President and sole officer. On May 23, 2016, the Company issued 19,000,000 shares of its common stock to Ms. Khoo at par representing 95% of the then total outstanding 20,000,000 shares of common stock. The Company has no employees and only one director who also serves as the Company’s sole officer.

 

Relationship with Tiber Creek Corporation

 

The Company has entered into an engagement agreement with Tiber Creek Corporation, a Delaware corporation by which Tiber Creek provides assistance to the Company in effecting transactions for the Company to combine with a public reporting Company, including: transferring control of such reporting Company to the Company; if applicable, preparing a business combination agreement; effecting such business combination, if applicable; causing the preparation and filing of forms, including a registration statement, with the Securities and Exchange Commission; assist in listing its securities on a trading exchange; and assist in establishing and maintaining relationships with market makers and broker-dealers. In exchange for its services, Tiber Creek receives cash compensation.

 

Intellectual Property

 

At present, the Company does not possess any intellectual property protection. The Company’s may decide in the future to pursue efforts to protect its intellectual property, trade secrets and proprietary methods and processes.

 

Research and Development

 

The Company has not to date undertaken any material research and development activities.

 

Employees

 

The Company currently has no employees other than its sole officer but it expects that it will hire personnel upon raising additional capital and as the Company implements its business plan.

 

At present, the president is the sole officer, director and employee of the Company and does not receive any salary or other compensation (and no salaries or compensation have been accrued). No compensation will be paid until, and if, the Company raises or procures adequate capital (through operations, private financings, a primary public offering or otherwise) to pay any such compensation.

 

Property

 

The Company has no properties and at this time has no agreements to acquire any properties. The Company currently uses the offices of Mr. Cassidy at 9454 Wilshire Boulevard, Beverly Hills, CA 90212 and is under no lease obligation for said use.

 

 

Subsidiaries

 

The Company has no subsidiaries.

 

Reports to Security Holders

 

In January 2016 the Company filed a Form 10-12G general registration of securities pursuant to the Securities Exchange Act of 1934 and is a reporting Company pursuant such Act and files with the Securities and Exchange Commission quarterly and annual reports and management shareholding information. The Company intends to deliver a copy of its annual report to its security holders, and will voluntarily send a copy of the annual report, including audited financial statements, to any registered shareholder who requests the same.

 

The Company’s documents filed with the Securities and Exchange Commission may be inspected at the Commission’s principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street N.E., Washington, D.C. 20549. Call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that

contains reports, proxy statements and information regarding registrants that file electronically with the Commission. All of the Company’s filings may be located under the CIK number 0001662640.

 

Jumpstart Our Business Startups Act

 

In April, 2012, the Jumpstart Our Business Startups Act ("JOBS Act") was enacted into law. The JOBS Act provides, among other things: Exemptions for emerging growth companies from certain financial disclosure and governance requirements for up to five years and provides a new form of financing to small companies; Amendments to certain provisions of the federal securities laws to simplify the sale of securities and increase the threshold number of record holders required to trigger the reporting requirements of the Securities Exchange Act of 1934; Relaxation of the general solicitation and general advertising prohibition for Rule 506 offerings; Adoption of a new exemption for public offerings of securities in amounts not exceeding $50 million; and Exemption from registration by a non-reporting company offers and sales of securities of up to $1,000,000 that comply with rules to be adopted by the SEC pursuant to Section 4(6) of the Securities Act and such sales are exempt from state law registration, documentation or offering requirements. In general, under the JOBS Act a company is an emerging growth company if its initial public offering ("IPO") of common equity securities was affected after December 8, 2011 and the company had less than $1 billion of total annual gross revenues during its last completed fiscal year. A company will no longer qualify as an emerging growth company after the earliest of

 

(i) the completion of the fiscal year in which the company has total annual gross revenues of $1 billion or more,

(ii) the completion of the fiscal year of the fifth anniversary of the company's IPO;

(iii) the company's issuance of more than $1 billion in nonconvertible debt in the prior three-year period; or

(iv) the company becoming a "larger accelerated filer" as defined under the Securities Exchange Act of 1934.

 

The Company meets the definition of an emerging growth company will be affected by some of the changes provided in the JOBS Act and certain of the new exemptions. The JOBS Act provides additional new guidelines and exemptions for non-reporting companies and for non-public offerings. Those exemptions that impact the Company are discussed below.

 

Financial Disclosure. The financial disclosure in a registration statement filed by an emerging growth company pursuant to the Securities Act of 1933 will differ from registration statements filed by other companies as follows:

 

(i) audited financial statements required for only two fiscal years;

(ii) selected financial data required for only the fiscal years that were audited;

(iii) executive compensation only needs to be presented in the limited format now required for smaller reporting companies. (A smaller reporting company is one with a public float of less than $75 million as of the last day of its most recently completed second fiscal quarter)

 

However, the requirements for financial disclosure provided by Regulation S-K promulgated by the Rules and Regulations of the SEC already provide certain of these exemptions for smaller reporting companies. The Company is a smaller reporting company.

 

Currently a smaller reporting company is not required to file as part of its registration statement selected financial data and only needs audited financial statements for its two most current fiscal years and no tabular disclosure of contractual obligations.

 

The JOBS Act also exempts the Company's independent registered public accounting firm from complying with any rules adopted by the Public Company Accounting Oversight Board ("PCAOB") after the date of the JOBS Act's enactment, except as otherwise required by SEC rule.

 

The JOBS Act also exempts an emerging growth company from any requirement adopted by the PCAOB for mandatory rotation of the Company's accounting firm or for a supplemental auditor report about the audit.

 

Internal Control Attestation. The JOBS Act also provides an exemption from the requirement of the Company's independent registered public accounting firm to file a report on the Company's internal control over financial reporting, although management of the Company is still required to file its report on the adequacy of the Company's internal control over financial reporting.

 

Section 102(a) of the JOBS Act goes on to exempt emerging growth companies from the requirements in 1934 Act § 14A(e) for companies with a class of securities registered under the 1934 Act to hold shareholder votes for executive compensation and golden parachutes.

 

 

Other Items of the JOBS Act. The JOBS Act also provides that an emerging growth company can communicate with potential investors that are qualified institutional buyers or institutions that are accredited to determine interest in a contemplated offering either prior to or after the date of filing the respective registration statement. The Act also permits research reports by a broker or dealer about an emerging growth company regardless if such report provides sufficient information for an investment decision. In addition the JOBS Act precludes the SEC and FINRA from adopting certain restrictive rules or regulations regarding brokers, dealers and potential investors, communications with management and distribution of a research reports on the emerging growth company IPO.

 

Section 106 of the JOBS Act permits emerging growth companies to submit 1933 Act registration statements on a confidential basis provided that the registration statement and all amendments are publicly filed at least 21 days before the issuer conducts any road show. This is intended to allow the emerging growth company to explore the IPO option without disclosing to the market the fact that it is seeking to go public or disclosing the information contained in its registration statement until the company is ready to conduct a road show.

 

Election to Opt Out of Transition Period. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a 1933 Act registration statement declared effective or do not have a class of securities registered under the 1934 Act) are required to comply with the new or revised financial accounting standard.

 

The JOBS Act provides a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of the transition period.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

 

The Company is a development stage Company and was incorporated in the State of Delaware in December 2015. As of the periods from inception, December 11, 2015 (inception), through the date of this prospectus, the Company did not generate any revenue and incurred minimal expenses and operating losses, as part of its development stage activities. Since inception (December 11, 2015) to September 30, 2016, the Company experienced loss from operations of $12,462 and has total liabilities of $11,000 as of September 30, 2016 consisting primarily of professional service fees.

 

The Company anticipates that it would need substantial working capital over the next 12 months to continue as a going concern. The Company’s independent auditors have expressed substantial doubt as to the ability of the Company to continue as a going concern. Unless the Company is able to generate sufficient cash flow from operations and/or to obtain additional financing, there is a substantial doubt as to the ability of the Company to continue as a going concern.

 

Revenues

 

Since its inception, the Company focused its efforts on conducting market research and development, and devoted little attention or resources to sales and marketing or generating near-term revenues and profits.

 

Currently, the Company has no revenues and has not realized any profits. In order to succeed, the Company needs to develop a viable strategy to construct, develop, market and commercialize its products.

 

Revenues and Losses

 

Since its inception, the Company has focused its efforts on conducting market research and development, and has devoted little attention or resources to sales and marketing or generating near-term revenues and profits. The Company has no revenues to date and has not realized any revenues.

 

Equipment Financing

 

The Company has no existing equipment financing arrangements.

 

Notes Payable

 

The Company has no existing notes payable.

 

Additional Paid-In Capital

 

The Company has additional paid-in capital of $1,462 asof September 30, 2016.

 

 

Equipment Financing

 

The Company has no existing equipment financing arrangements.

 

Potential Revenue

 

The Company intends to earn revenue from fees derived from services offered to commercial property developers, retail properties & other emerging commercial property developments across Southeast Asia and the Pacific Rim and other territories.

 

Alternative Financial Planning

 

The Company has no alternative financial plans at the moment. If the Company is not able to successfully raise monies as needed through a private placement or other securities offering (including, but not limited to, a primary public offering of securities), the Company’s ability to survive as a going concern and implement any part of its business plan or strategy will be severely jeopardized.

 

Critical Accounting Policies

 

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires making estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

Development Stage and Capital Resources

 

Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and staff and raising capital. Accordingly, the Company is considered to be in the development stage. The Company has not generated revenues from its operations, and there is no assurance of future revenues.

 

The Company’s proposed activities will necessitate significant uses of capital beyond 2016.

 

There is no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional capital, or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company. Accordingly, given the Company’s limited cash and cash equivalents on hand, the Company will be unable to implement its business plans and proposed operations unless it obtains additional financing or otherwise is able to generate revenues and profits. The Company may raise additional capital through sales of debt or equity, obtain loan financing or develop and consummate other alternative financial plans.

 

Discussion of Period ended December 31, 2015

 

During the period ended December 31, 2015, the Company had no substantive business operations.

 

As of December 31, 2015, the Company had not generated revenues and had no income or cash flows from operations since inception. At December 31, 2015, the Company had sustained a net loss of $4,062 and had an accumulated deficit of $4,062. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required.

 

The Company does not anticipate that it will generate revenue sufficient to cover its planned operating expenses, and the Company must obtain additional financing in order to develop and implement its business plan and proposed operations. However, the Company currently has no commitments from any third parties for the purchase of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations.

 

Discussion of Period ended September 30, 2016

 

As of September 30, 2016, the Company had not generated revenues and had no income or cash flows from operations. The Company has sustained operating loss of $8,400 during the nine months ended September 30, 2016 and had an accumulated deficit of $12,462 as of September 30, 2016.

 

The Company does not anticipate that it will generate revenue sufficient to cover its planned operating expenses, and the Company must obtain additional financing in order to develop and implement its business plan and proposed operations. However, the Company currently has no commitments from any third parties for the purchase of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations.

  

Management’s plans also include selling its equity securities and obtaining debt financing to fund its capital requirement and on-going operations; however, there can be no assurance the Company will be successful in these efforts.

 

 

MANAGEMENT

 

The following table sets forth information regarding the members of the Company’s board of directors and its executive officers:

  

Name		Age				Position		Year Commenced
Khoo Lay Wah			55			President, CEO, Treasurer, Secretary			2016

  

Khoo Lay Wah serves as the sole director and officer of the Company. Ms. Khoo, a Malaysian aged 55, holds a Diploma in Management and Secretarial Studies, UK. She commenced her career as a businesswoman specializing in property development and property management. Since 2010, she led the management and expansion of a large shopping complex in Seremban. She has extensive experience and success in marketing, evidenced by her landing several large international retailers as tenants for the Seremban shopping complex. She is an investor by nature, with experience and expertise nurturing and incubating start-up firms. She has also held executive directorships in numerous public-listed companies.

 

Director Independence

 

Pursuant to Rule 4200 of The NASDAQ Stock Market one of the definitions of an independent director is a person other than an executive officer or employee of a company. The Company’s board of directors has reviewed the materiality of any relationship that each of the directors has with the Company, either directly or indirectly. Based on this review, the board has determined that there are no independent directors.

 

Committees and Terms

 

The Board of Directors (the “Board”) has not established any committees.

 

Legal Proceedings

 

There are currently no pending, threatened or actual legal proceedings in which the Company or any subsidiary is a party.

 

EXECUTIVE COMPENSATION

 

Discussion of Compensation Table

 

As of September 30, 2016, the Company has not paid compensation to any executive officer or director. The Company may choose to pay a salary or fees to Ms. Khoo in the future.

 

Employment Agreements

 

The Company has not entered into employment agreements with any of its employees or officers.

 

Anticipated Officer and Director Remuneration

 

The Company has not to date paid any compensation to any officer or director nor is any compensation owned to any officer or director as of date hereto. The Company intends to begin to pay annual salaries to all its officers and will pay an annual stipend to its directors when, and if, it completes a primary public offering for the sale of securities and/or the Company reaches profitability, experiences positive cash flow and/or obtains additional funding. At such time, the Company anticipates offering cash and non-cash compensation to officers and directors. In addition, although not presently offered, the Company anticipates that its officers and directors will be provided with a group health, vision and dental insurance program at subsidizes rates, or at the sole expense of the Company, as may be determined on a case-by-case basis by the Company in its sole discretion.

 

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth information as of the date of this prospectus regarding the beneficial ownership of the Company’s common stock by each of its executive officers and directors, individually and as a group and by each person who beneficially owns in excess of five percent of the common stock after giving effect to any exercise of warrants or options held by that person.

  

Name and Address of Beneficial Owner		Position		Amount of Shares Beneficial Owned				Percent of class (1)
Khoo Lay Wah		President, Secretary, Treasurer, Director			19,000,000				92.68	%

 

⁽¹⁾ Based upon 20,500,000 shares outstanding as of the date of this offering.

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

James Cassidy and James McKillop, selling shareholders of the Company, were both former officers and directors of the Company. Mr. Cassidy and Mr. McKillop were involved with the Company prior to the change in control and may be considered promoters of the Company. Messrs. Cassidy and McKillop each initially owned 10,000,000 shares of common stock of the Company for which each paid $1,000. As part of the change of control, Messrs. Cassidy and McKillop each consented to the redemption of 9,750,000 shares of the common stock held by each of them for a redemption price of $975 each.

 

Each of Messrs. Cassidy and McKillop retains 250,000 shares and is a selling shareholder in this registration statement. As the initial shareholder/officer of the Company, Mr. Cassidy provided services to the Company without charge, including preparation and filing of the corporate documents and preparation of the initial registration statement. Mr. Cassidy continues to provide legal services to the Company through its arrangement with Tiber Creek Corporation in the preparation of this registration statement and assistance in preparation of certain of its filings required pursuant to the Securities Exchange Act of 1934. Mr. McKillop, through Tiber Creek Corporation, will provide services to the Company, if needed, in facilitating introductions and meetings with professionals in the brokerage and financial communities.

 

SELLING SHAREHOLDERS

 

The Company is registering for offer and sale by existing holders thereof 2,500,000 shares of common stock held by such shareholders. The Company will not receive any proceeds from the sale of the Selling Shareholder Shares. The selling shareholders have no agreement with any underwriters with respect to the sale of the Selling Shareholder Shares. The selling shareholders, who are deemed to be statutory underwriters, will offer their shares at a price of $0.10 per share, until the Company’s common stock is listed on a national securities exchange or is quoted on the OTC Bulletin Board (or a successor); after which, the selling shareholders may sell their shares at prevailing market or privately negotiated prices, including (without limitation) in one or more transactions that may take place by ordinary broker’s transactions, privately-negotiated transactions or through sales to one or more dealers for resale.

 

The selling shareholders may from time to time offer the Selling Shareholder Shares through underwriters, dealers or agents, which may receive compensation in the form of underwriting discounts, concessions or commissions from them and/or the purchasers of the Selling Shareholder Shares for whom they may act as agents. Any agents, dealers or underwriters that participate in the distribution of the Selling Shareholder Shares may be deemed to be “underwriters” under the Securities Act and any discounts, commissions or concessions received by any such underwriters, dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act.

 

 

The following table sets forth ownership of shares held by each person who is a selling shareholder.

 

		Before Offering							After Offering
Name of Selling Shareholder		Shares Owned Number				Percent(1)				Shares Owned Number				Percent(2)
KHOO LAY WAH President, Secretary, Treasurer & Director			19,000,000				92.68	%			18,000,000				87.80	%
MAX NICHE SAINT SOLUTIONS PTE. LTD.			500,000				*2.00	%			0				0	%
TIBER CREEK CORPORATION (2)			250,000				*1.00	%			0				0	%
ABN BRIDGE CORPORATION (3)			250,000				*1.00	%			0				0	%
CHERYL KHOO SHU JEN			10,000				*				0				0	%
MABEL KHOO SHU-FEN			10,000				*				0				0	%
KHOO LAY MENG			10,000				*				0				0	%
HO YOKE LEEN			10,000				*				0				0	%
MELISSA SOON BEE IMM			10,000				*				0				0	%
ARTHUR LIM KUO FU@ARTHUR LIN KUO FU			10,000				*				0				0	%
TAN DUN HE			10,000				*				0				0	%
DESMOND SOON JIN TEIK			10,000				*				0				0	%
YONG FEE CHIN			10,000				*				0				0	%
KHOO LAY CHENG			10,000				*				0				0	%
FLORDILISA PACULAN COLUBONG			10,000				*				0				0	%
TAN CHEE WOOI			10,000				*								0	%
CHONG CHEE LING			10,000				*				0				0	%
SIM MOH JOO			10,000				*				0				0	%
HOO HON YONG			10,000				*				0				0	%
SIM AI MIN			10,000				*				0				0	%
TANG BEE FONG			10,000				*				0				0	%
DAMIAN LIM TIEN TZEN			10,000				*				0				0	%
LING POO POH			10,000				*				0				0	%
MUN YOKE FOONG			10,000				*				0				0	%
YIP YOUK MEE			10,000				*				0				0	%
KHOR CHEAN KUEN			10,000				*				0				0	%
KHOR SEE WEI			10,000				*				0				0	%
SOONG MIK LEK			10,000				*				0				0	%
GOH AH HWA			10,000				*				0				0	%
TAN AH CHAN			10,000				*				0				0	%
LIM CHUN LEAN			10,000				*				0				0	%
TAN MUI LAN			10,000				*				0				0	%
CHAN SIEW PENG@ JANET			10,000				*				0				0	%
TAN CHI YEN			20,000				*				0				0	%
LIM CHUUN KIAT			30,000				*				0				0	%
LIM MEI MI			50,000				*				0				0	%
LIM MEI LING			50,000				*				0				0	%
TAN CHONG MING			50,000				*				0				0	%
LIM AH KHENG			10,000				*				0				0	%
			20,500,000

  

*	Less than 1%.
(1)	Based on 20,500,000 shares outstanding as of the date of this prospectus.
(2)	Tiber Creek Corporation provides certain services to the Company as discussed herein. Mr. James Cassidy is the president, a director and the sole shareholder of Tiber Creek Corporation, and thus may be deemed the beneficial owner of the shares held by Tiber Creek Corporation.
(3)	ABN Bridge Corporation works with Tiber Creek Corporation to provide services to the Company. Mr. James McKillop is the sole shareholder of ABN Bridge Corporation, and thus may be deemed the beneficial owner or the shares held by ABN Bridge Corporation.

 

 

DESCRIPTION OF SECURITIES

 

Capitalization

 

Pursuant to the Company's certificate of incorporation and amendments thereto, the Company is authorized to issue 100,000,000 shares of common stock, par value $0.0001, of which 20,500,000 shares are outstanding as of the date of the registration statement, of which this prospectus is a part. The Company is also authorized to issue 20,000,000 share of preferred stock, par value $0.0001, of which none have been designated or issued.

 

Common Stock

 

The Company is registering 2,500,000 shares of common stock offered for sale the holders thereof (selling shareholders) at an offering price of $0.10 per share.

 

Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock do not have cumulative voting rights. In addition to any vote required by law, the consent of at least a majority of the holders of the then-outstanding shares of common stock is required to (i) redeem, purchase or otherwise acquire any share of common stock, (ii) increase or decrease (other than by redemption or conversion) the total number of authorized shares of common stock; or (iii) amend the Articles of Incorporation of the Company if such amendment would change any of the rights, preferences or privileges of the common stock.

 

Subject to preferences that may be applicable to any outstanding shares of preferred stock, the holders of common stock are entitled to share ratably in dividends, if any, as may be declared from time to time by the board of directors in its discretion from funds legally available therefore. In the event of a liquidation, dissolution or winding up, subject to the rights of the shares of preferred stock, the holders of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities.

 

Holders of common stock have no preemptive rights to purchase the Company’s common stock. There are no conversion or redemption rights or sinking fund provisions with respect to the common stock. The Company may issue additional shares of common stock which could dilute its current shareholder's share value.

 

Preferred Stock

 

The Company has 20,000,000 authorized undesignated shares of preferred stock. As of date hereof, no designation of any series of preferred stock has been created and no shares issued. The board of directors is has the authority to effect a series of preferred stock and designate the rights and preferences thereto.

 

Market Price

 

There is no public market for the Company’s common stock and there is no market price for the Company's common stock.

 

Admission to Quotation on the OTC Bulletin Board

 

If and when the Company meets the qualifications, it intends to apply for quotation of its securities on the OTC Bulletin Board. There is no assurance that the Company will ever meet such qualifications. The OTC Bulletin Board differs from national and regional stock exchanges in that it (1) is not situated in a single location but operates through communication of bids; offers and confirmations between broker-dealers and (2) securities admitted to quotation are offered by one or more broker-dealers rather than the "specialist" common to stock exchanges. To qualify for quotation on the OTC Bulletin Board, an equity security must have one registered broker-dealer, known as the market maker, willing to list bid or sale quotations and to sponsor the company listing. In addition, the Company must make available adequate current public information as required by applicable rules and regulations.

 

If the Company is not able to qualify for quotation on the OTC Bulletin Board or for other reasons, the Company may elect to have its securities initially traded in the OTC Markets Group Inc. (formerly the Pink OTC Markets, aka the "Pink Sheets"). The OTC Markets Group Inc. is the largest electronic marketplace for broker-dealers to trade unlisted stocks. In general there is greater liquidity for traded securities on the OTC Bulletin Board. It is not possible to predict where, if at all, the securities of the Company will be traded following the effectiveness of this registration statement.

 

Penny Stock Regulation

 

Penny stocks generally are equity securities with a price of less than $5.00 per share other than securities registered on national securities exchanges or listed on the Nasdaq Stock Market, provided that current price and volume information with respect to transactions in such securities are provided by the exchange or system. The penny stock rules impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prescribed by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. Because of these penny stock rules, broker-dealers may be restricted in their ability to sell the Company’s common stock. The foregoing required penny stock restrictions will not apply to the Company’s common stock if such stock reaches and maintains a market price of $5.00 per share or greater.

 

 

Transfer Agent

 

It is anticipated that Globex Transfer, LLC of Deltona, Florida will act as transfer agent for the common stock of the Company.

 

Dividends

 

The Company has not paid any dividends to date.

 

LEGAL MATTERS

 

Cassidy & Associates, Newport Beach, California, has given its opinion as attorneys-at-law regarding the validity of the issuance of the Shares offered by the Company.

 

EXPERTS

 

KCCW Accountancy Corp., an independent registered public accounting firm, has audited Franklin Hill Acquisition Corporation’s balance sheet as of December 31, 2015, and the related statements of operations, changes in stockholders’ deficit and cash flows for the period from December 11, 2015 (inception) through December 31, 2015. The Company has included such financial statements in the prospectus and elsewhere in the registration statement in reliance on the report of May 23, 2016, given their authority as experts in accounting and auditing.

 

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

 

The Company’s Certificate of Incorporation include an indemnification provision that provides that the Company shall indemnify directors against monetary damages to the Company or any of its shareholders by reason of a breach of the director’s fiduciary except (i) for any breach of the director’s duty of loyalty to the Company or its shareholders or (ii) for acts or omissions not in good faith or which involve intentional misconduct of (iii) for unlawful payment of dividend or unlawful stock purchase or redemption or (iv) for any transaction from which the director derived an improper personal benefit.

 

The Bylaws of the Company provide that the Company shall, to the fullest extent permitted by applicable law, as amended from time to time, indemnify all directors of the Company, as well as any officers or employees of the Company to whom the Company has agreed to grant indemnification. Section 145 of the Delaware General Corporation Law (“DCL”) empowers a corporation to indemnify its directors and officers and to purchase insurance with respect to liability arising out of their capacity or status as directors and officers provided that this provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) arising under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. The Delaware General Corporation Law provides further that the indemnification permitted thereunder shall not be deemed exclusive of any other rights to which the directors and officers may be entitled under the corporation’s by-laws, any agreement, vote of shareholders or otherwise.

 

The effect of the foregoing is to require the Company to indemnify the officers and directors of the Company for any claim arising against such persons in their official capacities if such person acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

 

The Certificate of Incorporation does not specifically indemnify the officers or directors or controlling persons against liability under the Securities Act.

 

The Securities and Exchange Commission’s position on indemnification of officers, directors and control persons under the Securities Act by the Company is as follows:

 

INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933 MAY BE PERMITTED TO DIRECTORS, OFFICERS AND CONTROLLING PERSONS OF THE SMALL BUSINESS ISSUER PURSUANT TO THE RULES OF THE COMMISSION, OR OTHERWISE, THE SMALL BUSINESS ISSUER 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.

 

 

FINANCIAL STATEMENTS

 

Balance Sheets as of September 30, 2016 (unaudited) and December 31, 2015	F-2
Statements of Operations for the Three and Nine Months Ended September 30, 2016 (unaudited)	F-3
Statements of Cash Flows for the Nine Months Ended September 30, 2016 (unaudited)	F-4
Notes to Financial Statements (unaudited)	F-5-F-9

 

 

FRANKLIN HILL ACQUISITION CORPORATION

BALANCE SHEETS

 

		September 30, 2016				December 31, 2015
		(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents		$	50			$	-
Total Assets		$	50			$	-
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accrued liabilities		$	4,000			$	3,750
Due to a related party			7,000				-
Total Liabilities			11,000				3,750
Stockholders’ Equity
Preferred stock, $0.0001 par value 20,000,000 shares authorized; none issued and outstanding September 30, 2016 and December 31, 2015			-				-
Common Stock, $0.0001 par value, 100,000,000 shares authorized;  20,500,000 and 20,000,000 shares issued and outstanding September 30, 2016 and December 31, 2015, respectively			2,050				2,000
Discount on Common Stock			(2,000	)			(2,000	)
Additional paid-in capital			1,462				312
Accumulated deficit			(12,462	)			(4,062	)
Total stockholders’ deficit			(10,950	)			(3,750	)
Total Liabilities and Stockholders’ Deficit		$	50			$	-

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 

FRANKLIN HILL ACQUISITION CORPORATION

STATEMENT OF OPERATIONS

(UNAUDITED)

 

		For the three months ended September 30,				For the nine months ended September 30,
		2016				2016
Revenue		$	-			$	-
Cost of Revenues			-				-
Gross Profit			-				-
Operating expenses			3,500				8,400
Operating Loss			(3,500	)			(8,400	)
Loss before income taxes			(3,500	)			(8,400	)
Income Tax Expense			-				-
Net loss		$	(3,500	)		$	(8,400	)
Loss per share - basic and diluted		$	(0.00	)		$	(0.00	)
Weighted average shares- basic and diluted			20,494,565				20,166,058

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 

FRANKLIN HILL ACQUISITION CORPORATION

STATEMENT OF CASH FLOWS

(UNAUDITED)

 

		For the nine months ended September 30,
		2016
OPERATING ACTIVITIES
Net Loss		$	(8,400	)
Non-cash adjustments to reconcile net loss to net cash:
Expenses paid for by stockholder and contributed as capital			1,150
Changes in Operating Assets and Liabilities:
Accrued liability			250
Net cash used in operating activities			(7,000	)
FINANCING ACTIVITIES
Proceeds from issuance of common stock			50
Advance from a related party			7,000
Net cash provided by financing activities			7,550
Net increase in cash		$	50
Cash, beginning of period			-
Cash, end of period		$	50
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Income tax		$	-
Interest		$	-

 

The accompanying notes are an integral part of these unaudited financial statements.

 

 

FRANKLIN HILL ACQUISITION CORPORATION

Notes to Unaudited Condensed Financial Statements

 

NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

NATURE OF OPERATIONS

 

Franklin Hill Acquisition Corporation (the “Company”) was incorporated on December 11, 2015 under the laws of the state of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has been in the developmental stage since inception and its operations to date have been limited to issuing shares to its original shareholders. The Company will attempt to locate and negotiate with a business entity for the combination of that target company with Franklin Hill. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange.

 

In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934.

 

BASIS OF PRESENTATION

 

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s unaudited condensed financial statements. Such unaudited condensed financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying unaudited condensed financial statements.

 

Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) were omitted pursuant to such rules and regulations. The results for the nine months ended September 30, 2016, are not necessarily indicative of the results to be expected for the year ending December 31, 2016.

 

USE OF ESTIMATES

 

The preparation of unaudited condensed financial statements in conformity with GAAP 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 of the condensed financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

 

 

CASH AND CASH EQUIVALENTS

 

Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. Cash and cash equivalents amounted to $50 and $0 as of September 30, 2016 and December 31, 2015.

 

CONCENTRATION OF RISK

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of September 30, 2016.

 

INCOME TAXES

 

Under ASC 740, “Income Taxes,” deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of September 30, 2016 there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.

 

LOSS PER COMMON SHARE

 

Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of September 30, 2016, there are no outstanding dilutive securities.

 

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the unaudited condensed financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the unaudited condensed financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

 

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

 

 

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

 

Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments.

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

On November 20, 2015, FASB issued ASU-2015-17-Income Taxes. The Board is issuing this Update as part of its initiative to reduce complexity in accounting standards (the Simplification Initiative). The objective of the Simplification Initiative is to identify, evaluate, and improve areas of generally accepted accounting principles (GAAP) for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes, the amendments in this Update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this Update apply to all entities that present a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this Update. For public business entities, the amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The Company is still in the process of evaluating future impact of adopting this standard. Management believes that the impact of this ASU to the Company’s financial statements would be insignificant.

 

In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows”. The amendments provide guidance on the following eight specific cash flow issues: (1) Debt Prepayment or Debt Extinguishment Costs; (2) Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest Rate of the Borrowing; (3) Contingent Consideration Payments Made after a Business Combination; (4)Proceeds from the Settlement of Insurance Claims; (5) Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned; (6) Life Insurance Policies; (7) Distributions Received from Equity Method Investees; (8) Beneficial Interests in Securitization Transactions; and Separately Identifiable Cash Flows and Application of the Predominance Principle. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.

 

 

In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory”, which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-06 will be effective for the Company in its first quarter of 2019. The Company is currently evaluating the impact of adopting ASU 2016-16 on its consolidated financial statements.

 

In October 2016, the FASB issued ASU 2016-17, “Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control”. The amendments affect reporting entities that are required to evaluate whether they should consolidate a variable interest entity in certain situations involving entities under common control. Specifically, the amendments change the evaluation of whether a reporting entity is the primary beneficiary of a variable interest entity by changing how a reporting entity that is a single decision maker of a variable interest entity treats indirect interests in the entity held through related parties that are under common control with the reporting entity. The amendments are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.

 

NOTE 2 - GOING CONCERN

 

The Company has not yet generated any revenue since inception to date and has sustained operating loss of $8,400 during the nine months ended September 30, 2016. The Company had a working capital deficit of $10,950 and an accumulated deficit of $12,462 as of September 30, 2016. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required.

 

The accompanying unaudited condensed financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The unaudited condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

 

 

In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations or from the sale of its equity. However, the Company currently has no commitments from any third parties for the purchase of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations.

 

NOTE 3 - ACCRUED LIABILITIES

 

As of September 30, 2016, the Company had an accrued professional fee of $4,000.

 

NOTE 4 - DUE TO A RELATED PARTY

 

Due to related parties amounted to $7,000 and $0 as of September 30, 2016 and December 31, 2015, respectively. Due to a related party are fees paid by a shareholder on behalf of the Company.

 

NOTE 5 - STOCKHOLDERS’ DEFICIT

 

On December 11, 2015, the Company issued 20,000,000 founders common stock to two directors and officers.

 

On May 20, 2016, the Company redeemed 19,500,000 of the 20,000,000 outstanding shares of common stock pro rata from the two shareholders thereof. The then current officers and directors of the Company resigned and Khoo Lay Wah was appointed the sole director and officer of the Company.

 

On May 23, 2016, the Company issued 19,500,000 shares of its common stock pursuant to Section 4(2) of the Securities Act of 1933 at par representing 97.5% of the total outstanding 19,000,000 shares of common stock to Khoo Lay Wah and 500,000 shares to Max Niche Saint Solution Pte. Ltd. Max Niche Saint Solution Pte. Ltd works with Khoo Lay Wah together as shareholders and management of the Company.

 

On July 1, 2016, the Company issued 500,000 shares of common stock to 35 shareholders at $0.0001 per share for $50 which was received on July 1, 2016

 

The Company is authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of September 30, 2016, 20,500,000 shares of common stock and no preferred stock were issued and outstanding.

 

NOTE 6 - SUBSEQUENT EVENT

 

Management has evaluated subsequent events through November 14, 2016, the date which the financial statements were available to be issued. All subsequent events requiring recognition as of September 30, 2016 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.” 

 

 

FINANCIAL STATEMENTS

 

Report of Independent Registered Public Accounting Firm	F-11
Balance Sheet as of December 31, 2015	F-12
Statement of Operations for the period from December 11, 2015 (Inception) to December 31, 2015	F-13
Statement of Changes in Stockholders' Deficit for the Period from December 11, 2015 (Inception) to December 31, 2015	F-14
Statement of Cash Flows for the period from December 11, 2015 (Inception) to December 31, 2015	F-15
Notes to Financial Statements	F-16-F-19

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of

Franklin Hill Acquisition Corporation

 

We have audited the accompanying balance sheet of Franklin Hill Acquisition Corporation (the "Company") as of December 31, 2015, and the related statement of operations, changes in stockholders' deficit, and cash flows for the period from December 11, 2015 (Inception) through December 31, 2015. The Company's management is responsible for these financial statements. 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 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 the Company as of December 31, 2015, and the results of its operations and its cash flows for the period from December 11, 2015 (Inception) through December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has had no revenues and income since inception. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. Management's plans concerning these matters are also described in Note 2, which includes the raising of additional equity financing or merger with another entity. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ KCCW Accountancy Corp.

 

Diamond Bar, CA

 

May 23, 2016

 

 

FRANKLIN HILL ACQUISITION CORPORATION

BALANCE SHEET

 

		December 31, 2015
ASSETS
Current assets
Cash		$	-
Total assets		$	-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accrued liabilities		$	3,750
Total liabilities			3,750
Stockholders' deficit Preferred stock $0.0001 par value, 20,000,000 shares authorized; none outstanding			-
Common Stock; $0.0001 par value, 100,000,000 shares authorized; 20,000,000 shares issued and outstanding as of December 31, 2015			2,000
Discount on Common Stock			(2,000	)
Additional paid-in capital			312
Accumulated deficit			(4,062	)
Total stockholders' deficit			(3,750	)
Total Liabilities and stockholders' deficit		$	-

 

The accompanying notes are an integral part of these financial statements

 

 

FRANKLIN HILL ACQUISITION CORPORATION

STATEMENT OF OPERATIONS

 

		For the period from December 11,
		2015 (Inception) to
		December 31, 2015
Revenue		$	-
Cost of revenue			-
Gross profit			-
Operating expenses			4,062
Operating loss			(4,062	)
Loss before income taxes			(4,062	)
Income tax expense			-
Net loss		$	(4,062	)
Loss per share - basic and diluted		$	(0.00	)
Weighted average shares-basic and diluted			20,000,000

 

The accompanying notes are an integral part of these financial statements

 

 

FRANKLIN HILL ACQUISITION CORPORATION

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

 

										Discount												Total
										on				Additional								Stock-
		Common Stock								Common				Paid-In				Accumulated				holders'
		Shares				Amount				Stock				Capital				Deficit				Deficit
Balance, December 11, 2015 (Inception)			-			$	-			$	-			$	-			$	-			$	-
Issuance of common stock			20,000,000				2,000				(2,000	)			-				-				0
Stockholder contributed company expense			-				-				-				312				-				312
Net loss			-				-				-				-				(4,062	)			(4,062	)
Balance, December 31, 2015			20,000,000			$	2,000			$	(2,000	)		$	312			$	(4,062	)		$	(3,750	)

 

The accompanying notes are an integral part of these financial statements

 

 

FRANKLIN HILL ACQUISITION CORPORATION

STATEMENT OF CASH FLOWS

 

		For the period from
		December 11, 2015
		(Inception) to
		December 31, 2015
OPERATING ACTIVITIES
Net loss		$	(4,062	)
Non-Cash adjustments to reconcile loss to net cash
Expenses paid by stockholder and contributed as capital			312
Changes in Operating Assets and Liabilities Accrued liabilities			3,750
Net cash used in operating activities			-
FINANCING ACTIVITIES
Proceeds from issuance of common stock			-
Proceeds from stockholders contribution			-
Net cash provided by financing activities			-
Net increase in cash		$	-
Cash, beginning of period		$	-
Cash, end of period		$	-
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Income Tax		$	-
Interest		$	-
NON-CASH TRANSACTION:
Common stock issued to founders for no consideration		$	2,000

 

The accompanying notes are an integral part of these financial statements

 

 

FRANKLIN HILL ACQUISITION CORPORATION

Notes to the Financial Statements

 

NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

NATURE OF OPERATIONS

 

Franklin Hill Acquisition Corporation (the "Company") was incorporated on December 11, 2015 under the laws of the state of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has been in the developmental stage since inception and its operations to date have been limited to issuing shares to its original shareholders, filing a registration statement on Form 10 to register its class of common stock and effecting a change in control.

 

The Company will attempt to locate and negotiate with a business entity for the combination of that target company with the Company. The combination will normally take the form of a merger, stock-for-stock exchange or stock- for-assets exchange. In most instances the target company will wish to structure the business combination to be within the definition of a tax- free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company has been formed to provide a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the Securities Exchange Act of 1934.

 

BASIS OF PRESENTATION

 

The summary of significant accounting policies presented below is designed to assist in understanding the Company's financial statements. Such financial statements and accompanying notes are the representations of the Company's management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America ("GAAP") in all material respects, and have been consistently applied in preparing the accompanying financial statements.

 

USE OF ESTIMATES

 

The preparation of financial statements in conformity with GAAP 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 of the financial statements, and the reported amounts of revenues and expenses during the reporting periods.

 

Actual results could differ from those estimates.

 

CASH

 

Cash and cash equivalents include cash on hand and on deposit at banking institutions as well as all highly liquid short-term investments with original maturities of 90 days or less. The Company did not have cash equivalents as of December 31, 2015.

 

CONCENTRATION OF RISK

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high quality banking institutions. The Company did not have cash balances in excess of the Federal Deposit Insurance Corporation limit as of December 31, 2015.

 

 

FRANKLIN HILL ACQUISITION CORPORATION

Notes to the Financial Statements

 

INCOME TAXES

 

Under ASC 740, "Income Taxes," deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2015, there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.

 

LOSS PER COMMON SHARE

 

Basic loss per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the loss of the entity. As of December 31, 2015, there are no outstanding dilutive securities.

 

FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

 

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

 

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

 

Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments.

 

RECENT ACCOUNTING PRONOUNCEMENTS

 

On November 20, 2015, FASB issued ASU-2015-17-Income Taxes. The Board is issuing this Update as part of its initiative to reduce complexity in accounting standards (the Simplification Initiative). The objective of the Simplification Initiative is to identify, evaluate, and improve areas of generally accepted accounting principles (GAAP) for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes, the amendments in this Update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this Update apply to all entities that present a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this Update. For public business entities, the amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The Company is still in the process of evaluating future impact of adopting this standard.

 

On June 12, 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) No. 2015-10-Technical Corrections and Improvements. The amendments in this Update cover a wide range of Topics in the Codification. The amendments in this Update represent changes to make minor corrections or minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2014-240-Technical Corrections and Improvements, which has been deleted. Transition guidance varies based on the amendments in this Update. The amendments in this Update that require transition guidance are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. All other amendments will be effective upon the issuance of this Update. Management is in the process of assessing the impact of this ASU on the Company's financial statements.

 

 

FRANKLIN HILL ACQUISITION CORPORATION

Notes to the Financial Statements

 

On April 30, 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) No. 2015-06 Earnings Per Share (Topic 260): Effects on Historical Earnings per Units of Master Limited Partnership Dropdown Transactions. Under Topic 260, Earnings Per Share, master limited partnerships (MLPs) apply the two-class method to calculate earnings per unit (EPU) because the general partner, limited partners, and incentive distribution rights holders each participate differently in the distribution of available cash. When a general partner transfers (or "drops down") net assets to a master limited partnership and that transaction is accounted for as a transaction between entities under common control, the statements of operations of the master limited partnership are adjusted retrospectively to reflect the dropdown transaction as if it occurred on the earliest date during which the entities were under common control. The amendments in this Update specify that for purposes of calculating historical EPU under the two-class method, the earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated entirely to the general partner interest, and previously reported EPU of the limited partners would not change as a result of a dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs also are required. This Accounting Standards Update is the final version of Proposed Accounting Standards Update EITF-14A Earnings Per Share Effects on Historical Earnings per Unit of Master Limited Partnership Dropdown Transactions (Topic 260), which has been deleted. Effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Earlier application is permitted. The amendments in this Update should be applied retrospectively for all financial statements presented. Management is in the process of assessing the impact of this ASU on the Company's financial statements.

 

In January 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) No. 2015-01 Income Statement Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. The objective of this Update is to simplify the income statement presentation requirements in Subtopic 225-20 by eliminating the concept of extraordinary items. Extraordinary items are events and transactions that are distinguished by their unusual nature and by the infrequency of their occurrence. Eliminating the extraordinary classification simplifies income statement presentation by altogether removing the concept of extraordinary items from consideration. This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2014-220 Income Statement Extraordinary Items (Subtopic 225-20), which has been deleted. Effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The effective date is the same for both public business entities and all other entities. Management is in the process of assessing the impact of this ASU on the Company's financial statements.

 

NOTE 2 - GOING CONCERN

 

The Company has not yet generated any revenue since inception to date and has sustained operating loss of $4,062 from inception (December 11, 2015) to December 31, 2015. The Company had working capital deficit of $3,750 as of December 31, 2015. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company's ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

 

In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations or from the sale of its equity. However, the Company currently has no commitments from any third parties for the purchase of its equity. If the Company is unable to acquire additional working capital, it will be required to significantly reduce its current level of operations.

 

 

FRANKLIN HILL ACQUISITION CORPORATION

Notes to the Financial Statements

 

NOTE 3 - ACCRUED LIABILITIES

 

As of December 31, 2015, the Company had an accrued professional fee of $3,750.

 

NOTE 4 - STOCKHOLDERS' DEFICIT

 

On December 11, 2015, the Company issued 20,000,000 founders common stock to two directors and officers. The Company was authorized to issue 100,000,000 shares of common stock and 20,000,000 shares of preferred stock. As of December 31, 2015, 20,000,000 shares of common stock and no preferred stock were issued and outstanding.

 

NOTE 5 - SUBSEQUENT EVENT

 

Subsequent to the period covered by this Report, on May 20, 2016, the Company effected the following transactions to effect a change of control:

 

The Company redeemed 19,500,000 of the 20,000,000 outstanding shares of common stock pro rata from the two shareholders thereof.

 

The then current officers and directors of the Company resigned and new officers and directors were elected.

 

On May 23, 2016, the Company issued 19,500,000 shares of its common stock pursuant to Section 4(2) of the Securities Act of 1933 at par representing 97.5% of the total outstanding 20,000,000 shares of common stock to

 

Khoo Lay Wah			19,000,000 shares
Max Niche Saint Solution Pte. Ltd.			500,000 shares

 

Management has evaluated subsequent events through May 23, 2016, the date which the financial statements were available to be issued. All subsequent events requiring recognition as of December 31, 2015 have been incorporated into these financial statements and there are no other subsequent events that require disclosure in accordance with FASB ASC Topic 855, "Subsequent Events".

 

 

PART II

 

Item 13. Other expenses of Issuance and Distribution

 

The following table sets forth the Company’s expenses in connection with this registration statement. All of the listed expenses are estimates, other than the filing fees payable to the Securities and Exchange Commission.

 

Registration fees	$	[      ]
State filing fees	$	[      ]
Edgarizing fees	$	[      ]
Transfer agent fees	$	[      ]
Accounting fees	$	[      ]
Legal fees	$	[      ]
Printing	$	[      ]

 

Item 14. Indemnification of Directors and Officers

 

The Company’s certificate of incorporation, by-laws and other contracts provide for indemnification of its officers, directors, agents, fiduciaries and employees. These provisions allow the Company to pay for the expenses of these persons in connection with legal proceedings brought because of the person’s position with the Company. The Company does not believe that such indemnification affects the capacity of such person acting as officer, director or control person of the Company.

 

Item 15. Recent Sales of Unregistered Securities

 

The Company has issued the following securities in the last three (3) years. All such securities were issued pursuant to an exemption from registration of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering, as noted below. Each of these transactions was issued as part of a private placement of securities by the Company in which (i) no general advertising or solicitation was used, and (ii) the investors purchasing securities were acquiring the same for investment purposes only, without a view to resale. Furthermore, no underwriters participated or effectuated any of the transactions specified below. Also, no underwriting discounts or commissions applied to any of the transactions set forth below. All potential investors were contacted personally and possessed at the time of their investment bona fide substantive, pre-existing business relationships with the Company and/or its officers, directors and affiliates. No potential investors were contacted through other means, and no general advertising or general solicitation was used to solicit any investors.

 

(1) On December 11, 2015, 10,000,000 shares of common stock were issued to James Cassidy for total consideration paid of $1,000. Subsequently, on May 20, 2016, the Company redeemed an aggregate of 9,750,000 of these shares for the redemption price of $975.

 

(2) On December 11, 2015, 10,000,000 shares of common stock were issued to James McKillop for total consideration paid of $1,000. Subsequently, on May 20, 2016, the Company redeemed an aggregate of 9,750,000 of these shares for the redemption price of $975.

 

(3) On May 23, 2016, the Company issued 19,000,000 shares of its common stock for $1,900 to Khoo Lay Wah.

 

(4) As of May 23, 2016, total outstanding shares of the Company is 20,000,000 shares of its common stock pursuant to section 4(2) of the Securities Act of 1933 at a discount of $2,000.

 

(5) On July 1, 2016, the Company issued 500,000 shares of common stock to 35 shareholders at $0.0001 per share for $50 which was received on July 1, 2016

 

 

Shareholder Name		# Shares				Consideration
KHOO LAY WAH			19,000,000			$	1,900.00
MAX NICHE SAINT SOLUTIONS PTE. LTD.			500,000			$	50.00
JAMES CASSIDY			250,000			$	25.00
JAMES MCKILLOP			250,000			$	25.00
CHERYL KHOO SHU JEN			10,000			$	1.00
MABEL KHOO SHU-FEN			10,000			$	1.00
KHOO LAY MENG			10,000			$	1.00
HO YOKE LEEN			10,000			$	1.00
MELISSA SOON BEE IMM			10,000			$	1.00
ARTHUR LIM KUO FU@ARTHUR LIN KUO FU			10,000			$	1.00
TAN DUN HE			10,000			$	1.00
DESMOND SOON JIN TEIK			10,000			$	1.00
YONG FEE CHIN			10,000			$	1.00
KHOO LAY CHENG			10,000			$	1.00
FLORDILISA PACULAN COLUBONG			10,000			$	1.00
TAN CHEE WOOI			10,000			$	1.00
CHONG CHEE LING			10,000			$	1.00
SIM MOH JOO			10,000			$	1.00
HOO HON YONG			10,000			$	1.00
SIM AI MIN			10,000			$	1.00
TANG BEE FONG			10,000			$	1.00
DAMIAN LIM TIEN TZEN			10,000			$	1.00
LING POO POH			10,000			$	1.00
MUN YOKE FOONG			10,000			$	1.00
YIP YOUK MEE			10,000			$	1.00
KHOR CHEAN KUEN			10,000			$	1.00
KHOR SEE WEI			10,000			$	1.00
SOONG MIK LEK			10,000			$	1.00
GOH AH HWA			10,000			$	1.00
TAN AH CHAN			10,000			$	1.00
LIM CHUN LEAN			10,000			$	1.00
TAN MUI LAN			10,000			$	1.00
CHAN SIEW PENG@JANET			10,000			$	1.00
TAN CHI YEN			20,000			$	2.00
LIM CHUUN KIAT			30,000			$	3.00
LIM MEI MI			50,000			$	5.00
LIM MEI LING			50,000			$	5.00
TAN CHONG MING			50,000			$	5.00
LIM AH KHENG			10,000			$	1.00

 

Item 16. Exhibits and Financial Statement Schedules.

 

EXHIBITS

 

3.1*	Certificate of Incorporation (filed December 11, 2015, as exhibit to Form 10-12G registration Statement, File no. 5906071)
3.2*	By-laws (filed December 11, 2015, as exhibit to Form 10-12G registration Statement, File no. 5906071)
5.0**	Opinion of Counsel on legality of securities being registered
23.1**	Consent of Accountants
23.2**	Consent of Attorney (to be filed as part of Exhibit 5.0)

 

*	Previously filed
**	To be filed

  

 

Item 17. Undertakings

 

The undersigned registrant hereby undertakes:

 

1.

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

	i.	To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
	ii.	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
	iii.	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

 

	2.	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	3.	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
		That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, 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.
	4.	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.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized on December 15, 2016.

 

	FRANKLIN HILL ACQUISITION CORPORATION
	By:	/s/ Khoo Lay Wah
	Title:	President and Chief Executive Officer  (principal executive officer)
	By:	/s/ Khoo Lay Wah
	Title:	President and Chief Executive Officer  (principal financial officer)
	By:	/s/ Khoo Lay Wah
	Title:	President and Chief Executive Officer (principal accounting officer)

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, constituting all of the members of the board of directors, in the capacities and on the dates indicated.

 

Signature		Capacity		Date
/s/ Khoo Lay Wah		Director		December 15, 2016

 

 

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