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EX-5.1 - YABOO INC | v175033_ex5-1.htm |
EX-3.3 - YABOO INC | v175033_ex3-3.htm |
EX-3.2 - YABOO INC | v175033_ex3-2.htm |
EX-23.1 - YABOO INC | v175033_ex23-1.htm |
EX-3.1 - YABOO INC | v175033_ex3-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Yaboo,
Inc.
(Name of
small business issuer in our charter)
Nevada
|
7221
|
26-3606113
|
||
(State
or other jurisdiction of
incorporation
or organization)
|
|
(Primary
Standard
Industrial
Classification
Code
Number)
|
|
IRS
I.D.
|
70
West Madison St., Suite 1400
|
60602
|
|
Chicago,
IL
|
||
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number: 312-214-6116
InCorp
Services, Inc.
375 N.
Stephanie St., Suite 1411
Henderson,
NV 89014
(702)
866-2500
(Name,
address and telephone number of agent for service)
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. x
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, check the following box and list the Securities
Act Registration Statement number of the earlier effective Registration
Statement for the same offering. ¨
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act Registration
Statement number of the earlier effective Registration Statement for the same
offering. ¨
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the
Securities Act, check the following box and list the Securities Act Registration
Statement number of the earlier effective Registration Statement for the same
offering.¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.¨
Large
accelerated filer ¨
Accelerated Filer
¨
Non-accelerated
filer ¨
Smaller reporting
company x
CALCULATION
OF REGISTRATION FEE
Title of each class of
securities to be registered
|
Amount to be
registered [1]
|
Proposed
maximum
offering
price per
unit
|
Proposed
maximum
aggregate
offering price
|
Amount of
registration
fee [2] [3]
|
||||||||||||
Common
Stock offered by the Selling Stockholders [4]
|
2,502,000 | $ | 0.15 | $ | 375,300. | $ | 26.76 |
(1) In
accordance with Rule 416(a), the registrant is also registering hereunder an
indeterminate number of shares that may be issued and resold resulting from
stock splits, stock dividends or similar transactions.
(2) Estimated
in accordance with Rule 457(c) of the Securities Act of 1933 solely for the
purpose of computing the amount of the registration fee based on recent prices
of private transactions.
(3) Calculated
under Section 6(b) of the Securities Act of 1933 as .00007130 of the aggregate
offering price.
(4) Represents
shares of the registrant’s common stock being registered for resale that have
been issued to the selling shareholders named in this registration
statement.
The
registrant hereby amends this registration statement on such date or dates as
may be necessary to delay our 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 Section 8(a) may
determine.
PROSPECTUS
Yaboo,
Inc.
Selling
shareholders are offering up to 2,502,000 shares of common stock. The
selling shareholders will offer their shares at $0.15 per share until our shares
are quoted on the OTC Bulletin Board and, assuming we secure this qualification,
thereafter at prevailing market prices or privately negotiated prices.
We will not receive proceeds from the sale of shares from the selling
shareholders.
There are
no underwriting commissions involved in this offering. We have agreed to
pay all the costs of this offering. Selling shareholders will pay no offering
expenses.
Prior to
this offering, there has been no market for our securities. Our common stock is
not now listed on any national securities exchange, the NASDAQ stock market, or
the OTC Bulletin Board. There is no guarantee that our securities will
ever trade on the OTC Bulletin Board or other exchange.
This
offering is highly speculative and these securities involve a high degree of
risk and should be considered only by persons who can afford the loss of their
entire investment. See “Risk Factors” beginning on page 8.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a criminal
offense.
The date
of this prospectus is _________________ , 2010.
2
TABLE OF
CONTENTS
Summary
Information and Risk Factors
|
4 | ||
Risk
Factors
|
7 | ||
Use
of Proceeds
|
16 | ||
Determination
of Offering Price
|
16 | ||
Dilution
|
16 | ||
Selling
Shareholders
|
16 | ||
Plan
of Distribution
|
19 | ||
Legal
Proceedings
|
21 | ||
Directors,
Executive Officers, Promoters, and Control Persons
|
21 | ||
Security
Ownership of Certain Beneficial Owners and Management
|
23 | ||
Description
of Securities
|
23 | ||
Interest
of Named Experts
|
24 | ||
Disclosure
of Commission Position on Indemnification for Securities
Liabilities
|
24 | ||
Description
of Business
|
25 | ||
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
28 | ||
Description
of Property
|
33 | ||
Certain
Relationships and Related Transactions
|
33 | ||
Market
for Common Equity and Related Stockholder Matters
|
34 | ||
Executive
Compensation
|
36 | ||
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
|
39 | ||
financial
statements
|
40 |
3
SUMMARY
INFORMATION AND RISK FACTORS
You
should carefully read all information in the prospectus, including the financial
statements and their explanatory notes, under the Financial Statements prior to
making an investment decision.
Organization
Yaboo,
Inc. (the Company) was incorporated under the laws of Nevada on August 11, 2008,
with registered address at 375 N. Stephanie St., Suite 1411, Henderson, NV
89014. Yaboo, Inc. has principal office at 70 W. Madison St., Ste. 1400,
Chicago, IL 60602. Our telephone number is 312-214-6116.
On April
17, 2009, Yaboo, Inc. established a 100% wholly foreign owned company in China,
Yaboo Agriculture (Taizgou) Co, Ltd, located at Hailing Modern Agricultural
Demonstration Zone, Hailing District, TaiZhou City, Jiangsu Province, People’s
Republic of China, to conduct and operate the business.
In
October 2009, Yaboo Agriculture (Taizgou) Co, Ltd. acquired the 100% ownership
of a Chinese company, Qilin Bay Ecological Restaurant Co., Ltd. (“Qilin Bay”),
owned by Taizhou Sunny Agricultural Development Co., Ltd. Taizhou Sunny
Agricultural Development Co., Ltd. was 100% owned and operated by local district
government, Hailing Modern Agricultural Demonstration Zone Administration
Office. Yaboo Agriculture (Taizhou) Co., Ltd. paid cash of $146,455 to
Taizhou Sunny Agricultural Development Co., Ltd., for the 100% ownership of
Qilin Bay.
Qilin Bay
Ecological Restaurant Co., Ltd. (“Qilin Bay”), was incorporated on July 16, 2008
by Taizhou Sunny Agricultural Development Co., Ltd. to operate a specialty
ecological restaurant located in North Jiangzhou Road, Hailing Modern
Agriculture Demonstration Zone, Hailing District, Taizhou City, Jiangsu
Province, China. Yaboo Agriculture (Taizhou) Co. Ltd. will conduct the
green ecological restaurant business in China through Qilin Bay.
Business
Our green
ecological restaurant comprises the operating activities of the Qilin Bay
Ecological Restaurant. The restaurant is located in the center of “Taizhou
City Hailing Modern Agricultural Demonstration Zone.” The restaurant’s interior
is built in accordance of Chinese-garden style. The restaurant includes a
3500-square meter greenhouse, with various flowers and trees. Customer will
enjoy their meals in this natural environment. Many of the dishes include
ingredients grown in nearby greenhouse, and provided by Hailing Modern
Agriculture Demonstration Zone. The restaurant has 24-stylized dinning
rooms, along with a 2000-square meter hall. The hall has an entertainment stage
surrounded by 300 seats. There is also a “Pozi street” built inside of the
restaurant, for the purpose of displaying organic green food, which could also
be used as VIP member club. The member club provides pre-cooked good for members
to take home.
After
acquisition of the Qilin Bay Ecological Restaurant, we remodeled and started to
operate since October 2009. The gross sales revenue generated through the
restaurant was estimated $80,000 as of December 31, 2009. Due to the
acquisition and remodeling cost, the net loss was incurred as of December 31,
2009 for Qilin Bay Restaurant.
4
In
general, since inception of the Yaboo, Inc., we have not generated revenues yet
as of September 30, 2009. Our lack of any significant operating revenues
to date raises substantial doubt about our ability to continue as a going
concern and our financial statements contain a going concern
qualification.
The
Offering
As of the
date of this prospectus, we had 47,278,000 shares of common stock
outstanding.
Selling
shareholders are offering up to 2,502,000 shares of common stock. The
selling shareholders will offer their shares at $0.15 per share until our shares
are quoted on the OTC Bulletin Board and thereafter at prevailing market prices
or privately negotiated prices. We will pay all expenses of registering
the securities, estimated at approximately $100,000. We will not receive
any proceeds of the sale of these securities.
To be
quoted on the OTC Bulletin Board, a market maker must file an application on our
behalf in order to make a market for our common stock. The current absence
of a public market for our common stock may make it more difficult for you to
sell shares of our common stock that you own.
5
Financial
Summary
Because
this is only a financial summary, it does not contain all the financial
information that may be important to you. Therefore, you should carefully read
all the information in this prospectus, including the financial statements and
their explanatory notes before making an investment decision.
STATEMENT
OF LOSS:
Period
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||||||||||||
August 11,
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||||||||||||
Nine Month
|
Year
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2008 (Date of
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||||||||||
Ended
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Ended
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Inception)
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||||||||||
September 30
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December
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Through
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||||||||||
2009
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31,
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September 30
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||||||||||
(unaudited)
|
2008
|
2009
|
||||||||||
Revenues:
|
$
|
0
|
$
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0
|
$
|
0
|
||||||
Cost
of Goods Sold:
|
$
|
$
|
0
|
$
|
0
|
|||||||
Gross
Profit
|
$
|
0
|
$
|
0
|
$
|
0
|
||||||
Operating
expenses:
|
$
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67,235
|
$
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13,586
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$
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80,821
|
||||||
Net
Loss
|
$
|
(66,494)
|
$
|
(13,275
|
)
|
$
|
(79,703
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)
|
BALANCE
SHEET:
|
September 30
2009
|
December 31
|
||||||
|
(unaudited)
|
2008
|
||||||
ASSETS
|
$ | 409,415 | $ | 477,025 | ||||
LIABILITIES
|
23,000 | $ | 23,900 | |||||
STOCKHOLDERS’
Equity
|
386,415 | $ | 453,125 | |||||
TOTAL
LIABILITIES & EQUITY
|
409,415 | $ | 477,025 |
6
RISK
FACTORS
In
addition to the other information provided in this prospectus, you should
carefully consider the following risk factors in evaluating our business before
purchasing any of our common stock. All material risks are discussed in
this section.
Our generating no
significant revenues from operations makes it difficult for us to evaluate our
future business prospects and make decisions based on those estimates of our
future performance.
Since our
inception, as of September 30, 2009, we have generated no revenues. Our
business plan is still speculative and unproven. There is no assurance
that we will be successful in executing our business plan or that even if we
successfully implement our business plan, we will ever generate revenues or
profits, which makes it difficult to evaluate our business. As a
consequence, it is difficult, if not impossible, to forecast our future results
based upon our historical data. Because of the uncertainties related to
our lack of historical operations, we may be hindered in our ability to
anticipate and timely adapt to increases or decreases in sales, revenues or
expenses. If we make poor budgetary decisions as a result of unreliable
historical data, we may never generate revenues or become profitable or incur
losses, which may result in a decline in our stock price.
There is substantial doubt
about our ability to continue as a going concern as a result of our lack of
significant revenues and if we are unable to generate significant revenue or
secure financing we may be required to cease or curtail our
operations.
We have
not generated operating revenues since inception to September 30, 2009.
Our lack of any significant operating revenues to date raises substantial doubt
about our ability to continue as a going concern. Our financial statements
do not include adjustments that might result from the outcome of this
uncertainty and if we are unable to generate significant revenue or secure
financing we may be required to cease or curtail our operations.
Because we currently
maintain no insurance, we currently do not have may not have in the future
adequate assets to cover any losses or damages and could have to cease
operations and cause the loss of your entire investment.
We
currently maintain no insurance. We currently do not have may not have in
the future sufficient assets to damage to our premises or any claims of injury
or damage by our customers, all of which could cause us to cease operations and
cause the loss of your entire investment.
We may be
unable to compete effectively in the restaurant industry which could reduce our
revenues.
The
restaurant industry is intensely competitive. Many of our direct and indirect
competitors are well-established national, regional or local chains or local
operators such as Fu Kee Food Co., Ltd, Inner Mongolia Little Sheep Catering
Chain Co., Ltd. with a greater market presence than us. Further, some
competitors have substantially greater financial, marketing and other resources
than us. In addition, independent owners of local or regional establishments may
enter the specialty restaurant business without significant barriers to entry
and such establishments may provide price competition for our restaurants.
Competition in the specialty segment of the restaurant industry is expected to
remain intense with respect to price, service, location, concept and the type
and quality of food. We also face intense competition for qualified management
personnel and restaurant staff.
7
Expenses required to operate
as a public company will reduce funds available to develop our business and
could negatively affect our stock price and adversely affect our results of
operations, cash flow and financial condition.
Operating
as a public company is more expensive than operating as a private company.
For example, as a public company, we are and may be required to obtain outside
assistance from legal, accounting, investor relations, or other professionals
that could be more costly than planned. We may also be required to hire
additional staff to comply with additional SEC reporting requirements and
compliance under the Sarbanes-Oxley Act of 2002. Our failure to comply with
reporting requirements and other provisions of securities laws could negatively
affect our stock price and adversely affect our results of operations, cash flow
and financial condition.
Risk Factors Related to Our
Restaurant
Restaurant quarterly
operating results may fluctuate due to the timing of special events and other
factors,
Our
restaurants’ quarterly operating results will be subject to fluctuations based
on the dates for holiday and other celebration events in China such as the
Chinese New Year in February. Further, our quarterly operating results may
fluctuate significantly because of other factors, including:
|
o
|
Fluctuations
in food costs;
|
|
o
|
Labor
availability and costs for staff and management
personnel;
|
|
o
|
Changes
in competitive factors;
|
|
o
|
Disruption
in supplies;
|
|
o
|
General
economic conditions and consumer
confidence;
|
|
o
|
The
impact from natural disasters;
|
As a
result of the factors discussed above, our quarterly and annual operating
results revenues may fluctuate significantly. Accordingly, results for any one
quarter are not necessarily indicative of results to be expected for any other
quarter or for any year. These fluctuations may cause future operating results
to fall below the expectations of securities analysts and investors. In that
event, the price of our common stock would likely decrease.
We are susceptible to
adverse trends and economic conditions in Jiangsu Province China which could reduce our
revenues.
We
operate only one restaurant and it is located in Jiangsu Province China. As a
result, e are susceptible to adverse trends and economic conditions in Jiangsu
Province. In addition, given our geographic concentration in one city, regional
occurrences such as local strikes, new or revised laws or regulations, or
disruptions in the supply of food products could reduce our
revenues.
8
Changes in consumer
preferences or discretionary consumer spending could harm our restaurant’s
performance which could reduce our revenues.
Our
success depends, in part, upon the continued popularity of specialty dining
restaurant styles. We also depend on trends toward consumers eating away from
home more often. Shifts in these consumer preferences could negatively affect
our future profitability. Reduced consumer demand for our menu items and could
result in a decrease in guest traffic to our restaurants, which could materially
harm our business. In addition, our success depends to a significant extent on
numerous factors affecting discretionary consumer spending, including economic
conditions, disposable consumer income and consumer confidence. A decline in
consumer spending or in economic conditions could reduce guest traffic or impose
practical limits on pricing, either of which could harm our business, financial
condition, operating results or cash flow.
Natural disasters and other
events could harm our restaurants’ performance which could reduce our
revenues.
A natural
disaster, such as a violent storm, a serious and widespread disease, such as an
avian flu pandemic, or other events, such as a serious terrorist attack, could
have a material adverse effect on our restaurants’ performance.
Government regulations
concerning restaurant operations may harm our restaurants’ operations which
could reduce our revenues.
The
restaurant industry is subject to numerous federal, state and local governmental
regulations, including those relating to the preparation and sale of food and
alcoholic beverages, sanitation, public health, fire codes, zoning and building
requirements. Termination of the liquor license for our restaurant would
adversely affect our revenues. Our restaurants are also subject to laws
governing our relationships with employees, including benefit, wage and hour
laws, and laws and regulations relating to workers' compensation insurance
rates, unemployment and other taxes, working and safety conditions and
citizenship or immigration status. Failure to comply with any of these
regulations or increases in the minimum wage rate, employee benefit costs or
other costs associated with employees, could adversely our
operations.
An increase in the cost of
food products could adversely affect our operating results which could reduce
our revenues.
If the
cost of food we use in preparing dishes at our restaurant increases, cost of
sales will increase and operating income could be reduced. Our restaurants’
primary food products are natural farmed pork, chicken, beef, and various
vegetables, grains, and rice. Any material increase in the cost of food
products, cost of sales could be affected by increases in the cost of the food
products, which can result from a number of factors, including seasonality,
increases in the cost of grain, disease and other factors that affect
availability, and greater international demand for domestic chicken and beef
products.
Risks Related to Management
and Personnel
We depend heavily on key
personnel, and turnover of key senior management could harm our
business.
Our
future business and results of operations depend in significant part upon the
continued contributions of our senior management personnel, including Baoguo
Jiang, Chairman. If Baoguo Jiang, Chairman fails to perform in his current
position, or if we are not able to attract and retain skilled employees as
needed, our business could sufferWe depend on the skills and abilities of this
key employee in managing the operations, marketing and sales aspects of our
business, any part of which could be harmed by turnover in the
future.
9
Our management has no
experience in managing the day to day operations of a public company and, as a
result, we may incur additional expenses associated with the management of our
company.
Baoguo
Jiang, Chairman is responsible for the operations and reporting of the combined
company. The requirements of operating as a small public company are new to
management and the employees as a whole. This may require us to obtain outside
assistance from legal, accounting, investor relations, or other professionals
that could be more costly than planned. We may also be required to hire
additional staff to comply with additional SEC reporting requirements and
compliance under the Sarbanes-Oxley Act of 2002. Our failure to comply with
reporting requirements and other provisions of securities laws could negatively
affect our stock price and adversely affect our results of operations, cash flow
and financial condition.
Although we believe that we
currently have adequate internal control over financial reporting, we are
exposed to risks from recent legislation requiring companies to evaluate
internal control over financial reporting.
Section
404 of the Sarbanes-Oxley Act of 2002 ("Section 404") requires our
management to report on the operating effectiveness of the Company's
Internal Controls over financial reporting for the year ending December 31
following the year in which this registration statement is declared effective.
Enterprise CPAs, Ltd., our independent registered public accounting firm, will
be required to attest to the effectiveness of our internal control over
financial reporting beginning with the year ending thereafter. We must establish
an ongoing program to perform the system and process evaluation and testing
necessary to comply with these requirements. We expect that the cost of this
program will require us to incur expenses and to devote resources to Section 404
compliance on an ongoing basis.
It is
difficult for us to predict how long it will take to complete management's
assessment of the effectiveness of our internal control over financial
reporting for each year and to remediate any deficiencies in our internal
control over financial reporting. As a result, we may not be able to complete
the assessment and process on a timely basis. In the event that our Chief
Executive Officer, Chief Financial Officer or independent registered public
accounting firm determine that our internal control over financial reporting is
not effective as defined under Section 404, we cannot predict how regulators
will react or how the market prices of our shares will be affected.
Because we do not have an
audit or compensation committee, shareholders will have to rely on the entire
board of directors, none of which are independent, to perform these
functions.
We do not
have an audit or compensation committee comprised of independent
directors. Indeed, we do not have any audit or compensation
committee. These functions are performed by the board of directors as a
whole. No members of the board of directors are independent
directors. Thus, there is a potential conflict in that board members who
are also part of management will participate in discussions concerning
management compensation and audit issues that may affect management
decisions.
10
Certain
of our stockholders hold a significant percentage of our outstanding voting
securities which could reduce the ability of minority shareholders to effect
certain corporate actions.
Our
officers, directors and majority shareholders are the beneficial owners of
approximately 79.95% of our outstanding voting securities. As a result, they
possess significant influence and can elect a majority of our board of directors
and authorize or prevent proposed significant corporate transactions. Their
ownership and control may also have the effect of delaying or preventing a
future change in control, impeding a merger, consolidation, takeover or other
business combination or discourage a potential acquirer from making a tender
offer.
Risks Related to our
Operations in China
Because
all our customers and operations are located in China, the following risks could
affect our business of our suppliers and thus harm our revenues.
General economic conditions
in China could reduce our revenues.
General
economic conditions in China have an impact on our business and financial
results. The global economy in general and in China specifically remains
uncertain. As a result, individuals and companies may delay or reduce
expenditures. Weak economic conditions and/or softness in the consumer or
business channels could result in lower demand for our products, resulting in
lower sales, earnings and cash flows.
Changes in China’s political
or economic situation could harm us and our operating
results.
Economic
reforms adopted by the Chinese government have had a positive effect on the
economic development of the country, but the government could change these
economic reforms or any of the legal systems at any time. This could either
benefit or damage our operations and profitability. Some of the things that
could have this effect are:
|
•
|
Level
of government involvement in the
economy;
|
|
•
|
Control
of foreign exchange;
|
|
•
|
Methods
of allocating resources;
|
|
•
|
Balance
of payments position;
|
|
•
|
International
trade restrictions; and
|
|
•
|
International
conflict.
|
The
Chinese economy differs from the economies of most countries belonging to the
Organization for Economic cooperation and Development, or OECD, in many ways.
For example, state-owned enterprises still constitute a large portion of the
Chinese economy, and weak corporate governance traditions and a lack of flexible
currency exchange policy continue to persist. As a result of these differences,
the business of our suppliers could be adversely affected.
11
Our business is largely
subject to the uncertain legal environment in China and your legal protection
could be limited.
The
Chinese legal system is a civil law system based on written statutes. Unlike
common law systems, it is a system in which precedents set in earlier legal
cases are not generally used. The overall effect of legislation enacted over the
past 20 years has been to enhance the protections afforded to foreign invested
enterprises in China. However, these laws, regulations and legal requirements
are relatively recent and are evolving rapidly, and their interpretation and
enforcement involve uncertainties. These uncertainties could limit the legal
protections available to foreign investors, such as the right of foreign
invested enterprises to hold licenses and permits such as requisite business
licenses. Further as a result, it could be difficult for investors to effect
service of process in the U.S. or to enforce a judgment obtained in the U.S.
against our Chinese operations and subsidiaries.
You may have difficulty in
enforcing any judgment against any or all of our executive officers and
directors as they are residents of China and not of the U.S., and substantially
all the assets of these persons are located outside the U.S.
All of
our executive officers and our directors are residents of China and not of the
U.S., and substantially all the assets of these persons are located outside the
U.S. As a result, it could be difficult for investors to effect service of
process in the U.S., or to enforce a judgment obtained in the U.S. against our
Chinese operations and subsidiaries.
The Chinese government
exerts substantial influence over the manner in which we and our suppliers must
conduct their business activities.
Only
recently has China permitted provincial and local economic autonomy and private
economic activities. The Chinese government has exercised and continues to
exercise substantial control over virtually every sector of the Chinese economy
through regulation and state ownership. Our ability to operate in China may be
harmed by changes in its laws and regulations, including those relating to
taxation, import and export tariffs, environmental regulations, land use rights,
property and other matters. We believe that our operations in China are in
material compliance with all applicable legal and regulatory requirements.
However, the central or local governments of the jurisdictions in which we
operate may impose new, stricter regulations or interpretations of existing
regulations that would require additional expenditures and efforts on our part
to ensure our compliance with such regulations or interpretations.
Accordingly,
government actions in the future, including any decision not to continue to
support recent economic reforms and to return to a more centrally planned
economy or regional or local variations in the implementation of economic
policies, could have a significant effect on economic conditions in China or
particular regions thereof, and could require us to divest ourselves of any
interest we then hold in Chinese properties or joint ventures. Any
divestiture could reduce our assets or revenues and thus reduce the value of our
stock.
The value of our securities
will be affected by the foreign exchange rate between U.S. dollars and
RMB.
The value
of our common stock will be affected by the foreign exchange rate between U.S.
dollars and RMB, and between those currencies and other currencies in which our
sales may be denominated. Currently, RMB is stronger than U.S. Dollars. For
example, to the extent that we need to convert U.S. dollars into RMB for our
operational needs and should RMB appreciate against the U.S. dollar at that
time, our financial position, the business of the Company, and the price of our
common stock may be harmed. Conversely, if we decide to convert our RMB into
U.S. dollars for the purpose of declaring dividends on our common stock or for
other business purposes and the U.S. dollar appreciates against RMB, the U.S.
dollar equivalent of our earnings from our subsidiaries in China would be
reduced.
12
In the
event that the U.S. dollars appreciate against RMB, our costs will increase. If
we cannot pass the resulting cost increase on to our customers, our
profitability and operating results will suffer. In addition, since our sales to
international customers grew rapidly, we are subject to the risk of foreign
currency depreciation.
Because our holding company
structure creates restrictions on the payment of dividends, our ability to pay
dividends is limited.
We have
no direct business operations, other than our ownership of our subsidiaries. If
we decide in the future to pay dividends, as a holding company, our ability to
pay dividends and meet other obligations depends upon the receipt of dividends
or other payments from our operating subsidiary. In addition, our
operating subsidiary, from time to time, may be subject to restrictions on their
ability to make distributions to us, including as a result of restrictive
covenants in loan agreements, restrictions on the conversion of local currency
into U.S. dollars or other hard currency and other regulatory restrictions. If
future dividends are paid in Renminbi, fluctuations in the exchange rate for the
conversion of Renminbi into U.S. dollars may adversely affect the amount
received by U.S. stockholders upon conversion of the dividend payment into U.S.
dollars. We do not presently have any intention to declare or pay dividends in
the future. You should not purchase shares of our common stock in anticipation
of receiving dividends in future periods.
We may be unable to enforce
our rights due to policies regarding the regulation of foreign investments in
China, which could reduce our ability to compete and our
revenues.
The PRC's
legal system is a civil law system based on written statutes in which decided
legal cases have little value as precedents, unlike the common law system
prevalent in the United States. The PRC does not have a well-developed,
consolidated body of laws governing foreign investment enterprises. As a result,
the administration of laws and regulations by government agencies may be subject
to considerable discretion and variation, and may be subject to influence by
external forces unrelated to the legal merits of a particular matter.
China's regulations and policies with respect to foreign investments are
evolving. Definitive regulations and policies with respect to such matters as
the permissible percentage of foreign investment and permissible rates of equity
returns have not yet been published. Statements regarding these evolving
policies have been conflicting and any such policies, as administered, are
likely to be subject to broad interpretation and discretion and to be modified,
perhaps on a case-by-case basis. The uncertainties regarding such regulations
and policies present risks which may affect our ability to achieve our business
objectives. If we are unable to enforce any legal rights we may have under
our contracts or otherwise, our ability to compete with other companies in our
industry could be materially and negatively affected and our revenues could be
reduced.
It may be difficult for
stockholders to enforce any judgment obtained in the United States against us,
which may limit the remedies otherwise available to our
stockholders.
All of
our assets are located outside the United States and all of our current
operations are conducted in China. Moreover, all of our directors and
officers are nationals or residents of China. All or a substantial portion
of the assets of these persons are located outside the United States. As a
result, it may be difficult for our stockholders to effect service of process
within the United States upon these persons. In addition,
there is uncertainty as to whether the courts of China would
recognize or enforce judgments of U.S. courts obtained against us or such
officers and/or directors predicated upon the civil liability
provisions of the securities law of the United States or any
state thereof, or be competent to hear original actions brought in China against
us or such persons predicated upon the securities laws
of the United States or any state thereof. Further, China’s treaties do
not provide for reciprocal recognition and enforcement of judgments of U.S.
courts.
13
Risks Related to the Market
for our Stock
Investors may have
difficulty in reselling their shares due to the lack of market or state Blue Sky
laws.
Our
common stock is currently not quoted on any market. No market may ever develop
for our common stock, or if developed, may not be sustained in the
future.
The
holders of our shares of common stock and persons who desire to purchase them in
any trading market that might develop in the future should be aware that there
may be significant state law restrictions upon the ability of investors to
resell our shares. Accordingly, even if we are successful in having the Shares
available for trading on the OTCBB, investors should consider any secondary
market for the Company's securities to be a limited one. We intend to seek
coverage and publication of information regarding the company in an accepted
publication which permits a "manual exemption." This manual exemption permits a
security to be distributed in a particular state without being registered if the
company issuing the security has a listing for that security in a securities
manual recognized by the state. However, it is not enough for the security to be
listed in a recognized manual. The listing entry must contain (1) the names of
issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a
profit and loss statement for either the fiscal year preceding the balance sheet
or for the most recent fiscal year of operations. We may not be able to
secure a listing containing all of this information. Furthermore, the
manual exemption is a non issuer exemption restricted to secondary trading
transactions, making it unavailable for issuers selling newly issued securities.
Most of the accepted manuals are those published in Standard and Poor's, Moody's
Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and
many states expressly recognize these manuals. A smaller number of states
declare that they “recognize securities manuals” but do not specify the
recognized manuals. The following states do not have any provisions and
therefore do not expressly recognize the manual exemption: Alabama, Georgia,
Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and
Wisconsin.
Accordingly,
our shares should be considered totally illiquid, which inhibits investors’
ability to resell their shares.
We will be subject to penny
stock regulations and restrictions and you may have difficulty selling shares of
our common stock.
The SEC
has adopted regulations which generally define so-called “penny stocks” to be an
equity security that has a market price less than $5.00 per share or an exercise
price of less than $5.00 per share, subject to certain exemptions. We
anticipate that our common stock will become a “penny stock”, and we will become
subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule”. This
rule imposes additional sales practice requirements on broker-dealers that sell
such securities to persons other than established customers. For transactions
covered by Rule 15g-9, a broker-dealer must make a special suitability
determination for the purchaser and have received the purchaser’s written
consent to the transaction prior to sale. As a result, this rule may affect the
ability of broker-dealers to sell our securities and may affect the ability of
purchasers to sell any of our securities in the secondary
market.
14
For any
transaction involving a penny stock, unless exempt, the rules require delivery,
prior to any transaction in a penny stock, of a disclosure schedule prepared by
the SEC relating to the penny stock market. Disclosure is also required to be
made about sales commissions payable to both the broker-dealer and the
registered representative and current quotations for the securities. Finally,
monthly statements are required to be sent disclosing recent price information
for the penny stock held in the account and information on the limited market in
penny stock.
We do not
anticipate that our common stock will qualify for exemption from the Penny Stock
Rule. In any event, even if our common stock were exempt from the Penny Stock
Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which
gives the SEC the authority to restrict any person from participating in a
distribution of penny stock, if the SEC finds that such a restriction would be
in the public interest.
Sales of our common stock
under Rule 144 could reduce the price of our stock.
There are
9,478,000 shares of our common stock held by non-affiliates and 37,800,000
shares held by affiliates Rule 144 of the Securities Act of 1933 defines as
restricted securities.
All of
our shares held by non-affiliates are currently eligible for resale or are
being registered in this offering, however affiliates will still be subject to
the resale restrictions of Rule 144. In general, persons holding
restricted securities, including affiliates, must hold their shares for a period
of at least six months, may not sell more than one percent of the total issued
and outstanding shares in any 90-day period, and must resell the shares in an
unsolicited brokerage transaction at the market price. The availability
for sale of substantial amounts of common stock under Rule 144 could reduce
prevailing market prices for our securities.
Although as a result of this offering
as required under Section 15(d) of the Securities Exchange Act of 1934, we will
file periodic reports with the Securities and Exchange Commission through
December 31, 2010, if we do not file a
Registration Statement on Form 8-A on or prior to December 31, 2010, our
securities can no longer be quoted on the OTC Bulletin Board, which could reduce
the value of your investment.
As a
result of this offering as required under Section 15(d) of the Securities
Exchange Act of 1934, we will file periodic reports with the Securities and
Exchange Commission through December 31, 2010, including a Form 10-K for the
year ending December 31, 2010, assuming this registration statement is declared
effective before that date. At or prior to December 31, 2010, we intend
voluntarily to file a registration statement on Form 8-A. This will require us
to file quarterly and annual reports with the SEC and will also subject us to
the proxy rules of the SEC. In addition, our officers, directors and 10%
stockholders will be required to submit reports to the SEC on their stock
ownership and stock trading activity. If we do not file a
registration statement on Form 8-A at or prior to December 31, 2010, our
securities may not be qualified for continued quotation on the OTCBB, assuming
they become qualified prior to such date, which could reduce the value of your
investment.
15
Special
Information Regarding Forward Looking Statements
Some of
the statements in this prospectus are “forward-looking statements.” These
forward-looking statements involve certain known and unknown risks,
uncertainties and other factors which may cause our actual results, performance
or achievements to be materially different from any future results, performance
or achievements expressed or implied by these forward-looking statements.
These factors include, among others, the factors set forth above under “Risk
Factors.” The words “believe,” “expect,” “anticipate,” “intend,” “plan,”
and similar expressions identify forward-looking statements.
We caution you not to place undue reliance on these forward-looking
statements. We undertake no obligation to update and revise any
forward-looking statements or to publicly announce the result of any revisions
to any of the forward-looking statements in this document to reflect any future
or developments. However, the Private Securities Litigation Reform Act of
1995 is not available to us as a non-reporting issuer. Further, Section
27A(b)(2)(D) of the Securities Act and Section 21E(b)(2)(D) of the Securities
Exchange Act expressly state that the safe harbor for forward looking statements
does not apply to statements made in connection with an initial public
offering.
USE
OF PROCEEDS
Not
applicable. We will not receive any proceeds from the sale of shares
offered by the selling shareholders.
DETERMINATION
OF OFFERING PRICE
The
offering price has been arbitrarily determined and does not bear any
relationship to our assets, results of operations, or book value, or to any
other generally accepted criteria of valuation. Prior to this offering, there
has been no market for our securities. In order to assure that selling
shareholders will offer their shares at $0.15 per share until our shares are
quoted on the OTC Bulletin Board, we will notified our shareholders and our
Transfer Agent that no sales will be allowed prior to the date our shares are
quoted on the OTC Bulletin Board without proof of the selling
price.
DILUTION
Not
applicable. We are not offering any shares in this registration statement. All
shares are being registered on behalf of our selling shareholders.
SELLING
SHAREHOLDERS
The
selling shareholders named below are selling the securities. The table
assumes that all of the securities will be sold in this offering. However, any
or all of the securities listed below may be retained by any of the selling
shareholders, and therefore, no accurate forecast can be made as to the number
of securities that will be held by the selling shareholders upon termination of
this offering. These selling shareholders acquired their shares by
purchase exempt from registration under section 4(2) of the Securities Act of
1933 or Regulation S under the Securities Act of 1933, as follows:
On
December 1, 2008, the founder and CEO of the company, Baoguo Jiang, transferred
16,100,000 of his share as gift to 5 individual. Detail list as
follow:
Name
|
Transfer Date
|
Shares QTY
|
||
Zhanmin
Gao
|
12/1/2008
|
5,000,000
|
||
Zhongming
Wang
|
12/1/2008
|
5,000,000
|
||
Jianhua
Li
|
12/1/2008
|
6,000,000
|
||
Xinwei
Shi
|
12/1/2008
|
50,000
|
||
Lijun
Jia
|
12/1/2008
|
50,000
|
||
Total
|
|
|
16,100,000
|
16
On
December 31, 2008, additional 3,142,000 shares were issued to 52 shareholders at
$ 0.05 per share or $ 157,100 for common stocks. Detail as follow:
Name
|
Share QTY
|
Purchase
Date
|
Amount
($0.05) Per
Share
|
Total
Shares
|
|||||||||
Zhiling
Yan
|
20,000 |
12/9/08
|
$ | 1,000.00 | 20,000 | ||||||||
Wenquan
Li
|
1,000,000 |
12/10/08
|
$ | 50,000.00 | 1,000,000 | ||||||||
Chunming
Shen
|
60,000 |
12/10/08
|
$ | 3,000.00 | 60,000 | ||||||||
Jing
Yan
|
20,000 |
12/11/08
|
$ | 1,000.00 | 20,000 | ||||||||
Xiaoyan
Gao
|
20,000 |
12/12/08
|
$ | 1,000.00 | 20,000 | ||||||||
Meijuan
Li
|
60,000 |
12/12/08
|
$ | 3,000.00 | 60,000 | ||||||||
Meilan
Cong
|
40,000 |
12/12/08
|
$ | 2,000.00 | 40,000 | ||||||||
Yu
Yan
|
20,000 |
12/12/08
|
$ | 1,000.00 | 20,000 | ||||||||
Xiaomeng
Lv
|
20,000 |
12/12/08
|
$ | 1,000.00 | 20,000 | ||||||||
Lei
Yang
|
20,000 |
12/12/08
|
$ | 1,000.00 | 20,000 | ||||||||
Xueqin
Chen
|
20,000 |
12/12/08
|
$ | 1,000.00 | 20,000 | ||||||||
Chanlong
Ju
|
20,000 |
12/12/08
|
$ | 1,000.00 | 20,000 | ||||||||
Shilan
Dai
|
20,000 |
12/12/08
|
$ | 1,000.00 | 20,000 | ||||||||
Lan
Dong
|
40,000 |
12/15/08
|
$ | 2,000.00 | 40,000 | ||||||||
Haosheng
Dong
|
20,000 |
12/15/08
|
$ | 1,000.00 | 20,000 | ||||||||
Linyan
Yan
|
20,000 |
12/15/08
|
$ | 1,000.00 | 20,000 | ||||||||
Guohua
Mao
|
20,000 |
12/16/08
|
$ | 1,000.00 | 20,000 | ||||||||
Fangzhou
Mao
|
20,000 |
12/16/08
|
$ | 1,000.00 | 20,000 | ||||||||
Gang
Zhao
|
20,000 |
12/16/08
|
$ | 1,000.00 | 20,000 | ||||||||
Bing
Dong
|
20,000 |
12/17/08
|
$ | 1,000.00 | 20,000 | ||||||||
Shaofeng
Qu
|
20,000 |
12/18/08
|
$ | 1,000.00 | 20,000 | ||||||||
Supin
Wang
|
20,000 |
12/18/08
|
$ | 1,000.00 | 20,000 | ||||||||
Yanqiu
Qu
|
20,000 |
12/18/08
|
$ | 1,000.00 | 20,000 | ||||||||
Zhiyin
Cao
|
20,000 |
12/18/08
|
$ | 1,000.00 | 20,000 | ||||||||
Peiqin
Yu
|
20,000 |
12/18/08
|
$ | 1,000.00 | 20,000 | ||||||||
Jixiang
Shun
|
20,000 |
12/18/08
|
$ | 1,000.00 | 20,000 | ||||||||
Lianzi
Fu
|
20,000 |
12/18/08
|
$ | 1,000.00 | 20,000 | ||||||||
Xiaosong
Dong
|
20,000 |
12/18/08
|
$ | 1,000.00 | 20,000 | ||||||||
Qing
Zhao
|
20,000 |
12/18/08
|
$ | 1,000.00 | 20,000 | ||||||||
Tian
Yan
|
60,000 |
12/19/08
|
$ | 3,000.00 | 60,000 | ||||||||
Jinbao
Liang
|
60,000 |
12/19/08
|
$ | 3,000.00 | 60,000 | ||||||||
Xiujie
Han
|
60,000 |
12/21/08
|
$ | 3,000.00 | 60,000 | ||||||||
Xianqi
Chen
|
20,000 |
12/21/08
|
$ | 1,000.00 | 20,000 | ||||||||
Ailing
Zhu
|
20,000 |
12/22/08
|
$ | 1,000.00 | 20,000 | ||||||||
Ruomin
Wang
|
20,000 |
12/22/08
|
$ | 1,000.00 | 20,000 | ||||||||
Yanping
Wei
|
40,000 |
12/22/08
|
$ | 2,000.00 | 40,000 | ||||||||
Qiang
Xu
|
100,000 |
12/23/08
|
$ | 5,000.00 | 100,000 | ||||||||
Xingyi
Li
|
140,000 |
12/23/08
|
$ | 7,000.00 | 140,000 | ||||||||
Fengqing
Huang
|
60,000 |
12/23/08
|
$ | 3,000.00 | 60,000 | ||||||||
Chunling
Bi
|
22,000 |
12/23/08
|
$ | 1,100.00 | 22,000 | ||||||||
Huisen
Lu
|
100,000 |
12/23/08
|
$ | 5,000.00 | 100,000 | ||||||||
Sherman
Tong
|
100,000 |
12/23/08
|
$ | 5,000.00 | 100,000 | ||||||||
Baocai
Jiang
|
60,000 |
12/23/08
|
$ | 3,000.00 | 60,000 | ||||||||
Baoku
Jiang
|
20,000 |
12/23/08
|
$ | 1,000.00 | 20,000 | ||||||||
Guilan
Yu
|
20,000 |
12/23/08
|
$ | 1,000.00 | 20,000 | ||||||||
Baofu
Jiang
|
20,000 |
12/23/08
|
$ | 1,000.00 | 20,000 | ||||||||
Shuhong
Cheng
|
20,000 |
12/23/08
|
$ | 1,000.00 | 20,000 | ||||||||
Guiping
Su
|
20,000 |
12/26/08
|
$ | 1,000.00 | 20,000 | ||||||||
Jishan
Dong
|
100,000 |
12/26/08
|
$ | 5,000.00 | 100,000 | ||||||||
Baoxia
Jiang
|
200,000 |
12/30/08
|
$ | 10,000.00 | 200,000 | ||||||||
Yu
Xia
|
100,000 |
12/30/08
|
$ | 5,000.00 | 100,000 | ||||||||
Limin
Dai
|
100,000 |
12/31/08
|
$ | 5,000.00 | 100,000 |
17
On
December 31, 2008, 236,000 shares were issued to Williams Law Group at $ 0.05
per share for the legal service value $11,800. All of the above
shareholders except Williams Law Group are not citizens or residents of the
United States.
We
believe that the selling shareholders listed in the table below have sole
voting and investment powers with respect to the securities indicated. We
will not receive any proceeds from the sale of the securities by the selling
shareholders. No selling shareholders are broker-dealers or affiliates of
broker-dealers.
Selling Shareholder
|
Shares to
offered by the
Selling
Shareholders
|
% owned
before
Offering
|
Amount
owned after
the offering,
assuming all
shares sold [1]
|
% owned
after the
offering,
assuming all
shares sold
[1]
|
Any
Transaction
or
Relationship
in past 3
years
|
||||||||||||
Jianhua
Li
|
100,000 | 12.69 | % | 5,900,000 | 12.48 | % | |||||||||||
Xinwei
Shi
|
50,000 | 0.11 | % | 0 | 0.00 | % | |||||||||||
Lijun
Jia
|
50,000 | 0.11 | % | 0 | 0.00 | % | |||||||||||
Zhiling
Yan
|
20,000 | 0.04 | % | 0 | 0.00 | % | |||||||||||
Wenquan
Li
|
100,000 | 2.12 | % | 900,000 | 1.90 | % | |||||||||||
Chunming
Shen
|
60,000 | 0.13 | % | 0 | 0.00 | % | |||||||||||
Jing
Yan
|
20,000 | 0.04 | % | 0 | 0.00 | % | |||||||||||
Xiaoyan
Gao
|
20,000 | 0.04 | % | 0 | 0.00 | % | |||||||||||
Meijuan
Li
|
60,000 | 0.13 | % | 0 | 0.00 | % | |||||||||||
Meilan
Cong
|
40,000 | 0.08 | % | 0 | 0.00 | % | |||||||||||
Yu
Yan
|
20,000 | 0.04 | % | 0 | 0.00 | % | |||||||||||
Xiaomeng
Lv
|
20,000 | 0.04 | % | 0 | 0.00 | % | |||||||||||
Lei
Yang
|
20,000 | 0.04 | % | 0 | 0.00 | % | |||||||||||
Xueqing
Chen
|
20,000 | 0.04 | % | 0 | 0.00 | % | |||||||||||
Changlong
Ju
|
20,000 | 0.04 | % | 0 | 0.00 | % | |||||||||||
Shilan
Dai
|
20,000 | 0.04 | % | 0 | 0.00 | % | |||||||||||
Lan
Dong
|
40,000 | 0.08 | % | 0 | 0.00 | % | |||||||||||
Haosheng
Dong
|
20,000 | 0.04 | % | 0 | 0.00 | % | |||||||||||
Linyan
Yan
|
20,000 | 0.04 | % | 0 | 0.00 | % | |||||||||||
Guohua
Mao
|
20,000 | 0.04 | % | 0 | 0.00 | % | |||||||||||
Fangzhou
Mao
|
20,000 | 0.04 | % | 0 | 0.00 | % | |||||||||||
Gang
Zhao
|
20,000 | 0.04 | % | 0 | 0.00 | % | |||||||||||
Bin
Dong
|
20,000 | 0.04 | % | 0 | 0.00 | % | |||||||||||
Shaofeng
Qu
|
20,000 | 0.04 | % | 0 | 0.00 | % | |||||||||||
Suping
Wang
|
20,000 | 0.04 | % | 0 | 0.00 | % | |||||||||||
Yanqiu
Qu
|
20,000 | 0.04 | % | 0 | 0.00 | % | |||||||||||
Zhiyin
Cao
|
20,000 | 0.04 | % | 0 | 0.00 | % | |||||||||||
Peiqin
Yu
|
20,000 | 0.04 | % | 0 | 0.00 | % | |||||||||||
Jixiang
Shun
|
20,000 | 0.04 | % | 0 | 0.00 | % | |||||||||||
Lianzhi
Fu
|
20,000 | 0.04 | % | 0 | 0.00 | % | |||||||||||
Xiaosong
Dong
|
20,000 | 0.04 | % | 0 | 0.00 | % | |||||||||||
Qing
Zhao
|
20,000 | 0.04 | % | 0 | 0.00 | % | |||||||||||
Yan
Tian
|
60,000 | 0.13 | % | 0 | 0.00 | % | |||||||||||
Jinbao
Liang
|
60,000 | 0.13 | % | 0 | 0.00 | % | |||||||||||
Xiujie
Han
|
60,000 | 0.13 | % | 0 | 0.00 | % | |||||||||||
Xianqi
Chen
|
20,000 | 0.04 | % | 0 | 0.00 | % | |||||||||||
Ailing
Zhu
|
20,000 | 0.04 | % | 0 | 0.00 | % | |||||||||||
Ruomin
Wang
|
20,000 | 0.04 | % | 0 | 0.00 | % | |||||||||||
Yanping
Wei
|
40,000 | 0.08 | % | 0 | 0.00 | % | |||||||||||
Qiang
Xu
|
100,000 | 0.21 | % | 0 | 0.00 | % | |||||||||||
Xingyi
Li
|
100,000 | 0.30 | % | 40,000 | 0.08 | % | |||||||||||
Fengqing
Huang
|
60,000 | 0.13 | % | 0 | 0.00 | % | |||||||||||
Chunling
Bi
|
22,000 | 0.05 | % | 0 | 0.00 | % | |||||||||||
Huisen
Lu
|
100,000 | 0.21 | % | 0 | 0.00 | % | |||||||||||
Sherman
Tong
|
100,000 | 0.21 | % | 0 | 0.00 | % | |||||||||||
Baocai
Jiang
|
60,000 | 0.13 | % | 0 | 0.00 | % | |||||||||||
Baoku
Jiang
|
20,000 | 0.04 | % | 0 | 0.00 | % | |||||||||||
Guilan
Yu
|
20,000 | 0.04 | % | 0 | 0.00 | % | |||||||||||
Baofu
Jiang
|
20,000 | 0.04 | % | 0 | 0.00 | % | |||||||||||
Shuhong
Cheng
|
20,000 | 0.04 | % | 0 | 0.00 | % | |||||||||||
Guiping
Su
|
20,000 | 0.04 | % | 0 | 0.00 | % | |||||||||||
Jishan
Dong
|
100,000 | 0.21 | % | 0 | 0.00 | % | |||||||||||
Baoxia
Jiang
|
200,000 | 0.63 | % | 100,000 | 0.21 | % | |||||||||||
Yu
Xia
|
100,000 | 0.21 | % | 0 | 0.00 | % | |||||||||||
Limin
Dai
|
100,000 | 0.21 | % | 0 | 0.00 | % | |||||||||||
Michael
T. Williams
|
100,000 | 0.50 | % | 136,000 | 0.29 | % |
Attorney
|
||||||||||
Total
|
2,502,000 | 20.26 | % | 7,076,000 | 14.97 | % |
18
[1]
All shares owned by each selling shareholder are being registered and, if
sold, no selling shareholder will own any of our stock after this
offering.
[2]
There are no material relationships between us and any of the selling
shareholders except Mr. Williams, our attorney.
Blue Sky
The
holders of our shares of common stock and persons who desire to purchase them in
any trading market that might develop in the future should be aware that there
may be significant state law restrictions upon the ability of investors to
resell our shares. Accordingly, even if we are successful in having the Shares
available for trading on the OTCBB, investors should consider any secondary
market for the Company's securities to be a limited one. We intend to seek
coverage and publication of information regarding the company in an accepted
publication which permits a "manual exemption." This manual exemption permits a
security to be distributed in a particular state without being registered if the
company issuing the security has a listing for that security in a securities
manual recognized by the state. However, it is not enough for the security to be
listed in a recognized manual. The listing entry must contain (1) the names of
issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a
profit and loss statement for either the fiscal year preceding the balance sheet
or for the most recent fiscal year of operations. We may not be able to
secure a listing containing all of this information. Furthermore, the
manual exemption is a non issuer exemption restricted to secondary trading
transactions, making it unavailable for issuers selling newly issued securities.
Most of the accepted manuals are those published in Standard and Poor's, Moody's
Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and
many states expressly recognize these manuals. A smaller number of states
declare that they “recognize securities manuals” but do not specify the
recognized manuals. The following states do not have any provisions and
therefore do not expressly recognize the manual exemption: Alabama, Georgia,
Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and
Wisconsin.
We
currently do not intend to and may not be able to qualify securities for resale
in other states which require shares to be qualified before they can be resold
by our shareholders.
PLAN
OF DISTRIBUTION
Our
common stock is currently not quoted on any market. No market may ever
develop for our common stock, or if developed, may not be sustained in the
future. Accordingly, our shares should be considered totally illiquid,
which inhibits investors’ ability to resell their shares.
Selling
shareholders are offering up to 2,502,000 shares of common stock. The
selling shareholders will offer their shares at $0.15 per share until our shares
are quoted on the OTC Bulletin Board and thereafter at prevailing market prices
or privately negotiated prices. We will not receive any proceeds of the
sale of these securities. We will pay all expenses of registering the
securities.
19
The
securities offered by this prospectus will be sold by the selling shareholders
without underwriters and without commissions. The distribution of the
securities by the selling shareholders may be effected in one or more
transactions that may take place in the over-the-counter market or privately
negotiated transactions.
The
selling shareholders may pledge all or a portion of the securities owned as
collateral for margin accounts or in loan transactions, and the securities may
be resold pursuant to the terms of such pledges, margin accounts or loan
transactions. Upon default by such selling shareholders, the pledge in such loan
transaction would have the same rights of sale as the selling shareholders under
this prospectus. The selling shareholders may also enter into exchange traded
listed option transactions, which require the delivery of the securities listed
under this prospectus. After our securities are qualified for quotation on the
OTC Bulletin Board, the selling shareholders may also transfer securities owned
in other ways not involving market makers or established trading markets,
including directly by gift, distribution, or other transfer without
consideration, and upon any such transfer the transferee would have the same
rights of sale as such selling shareholders under this prospectus.
In
addition to the above, each of the selling shareholders will be affected by the
applicable provisions of the Securities Exchange Act of 1934, including, without
limitation, Regulation M, which may limit the timing of purchases and sales of
any of the securities by the selling shareholders or any such other
person. We have instructed our selling shareholders that they many not
purchase any of our securities while they are selling shares under this
registration statement. We have advised them that we will monitor our
stock transfer records on a regular basis and will void any transaction they
undertake in violation of this restriction.
Upon this
registration statement being declared effective, the selling shareholders may
offer and sell their shares from time to time until all of the shares registered
are sold; however, this offering may not extend beyond two years from the
initial effective date of this registration statement.
There can
be no assurances that the selling shareholders will sell any or all of the
securities. In various states, the securities may not be sold unless these
securities have been registered or qualified for sale in such state or an
exemption from registration or qualification is available and is complied
with.
All of
the foregoing may affect the marketability of our securities. Pursuant to oral
promises we made to the selling shareholders, we will pay all the fees and
expenses incident to the registration of the securities.
Should
any substantial change occur regarding the status or other matters concerning
the selling shareholders or us, we will file a post-effective amendment
disclosing such matters.
OTC Bulletin Board
Considerations
To be
quoted on the OTC Bulletin Board, a market maker must file an application on our
behalf in order to make a market for our common stock. We have engaged in
preliminary discussions with an NASD Market Maker to file our application on
Form 211 with the NASD, but as of the date of this prospectus, no filing has
been made. Based upon our counsel’s prior experience, we anticipate that
after this registration statement is declared effective, it will take
approximately 2 – 8 weeks for the NASD to issue a trading
symbol.
20
The OTC
Bulletin Board is separate and distinct from the NASDAQ stock market.
NASDAQ has no business relationship with issuers of securities quoted on the OTC
Bulletin Board. The SEC’s order handling rules, which apply to
NASDAQ-listed securities, do not apply to securities quoted on the OTC Bulletin
Board.
Although
the NASDAQ stock market has rigorous listing standards to ensure the high
quality of our issuers, and can delist issuers for not meeting those standards,
the OTC Bulletin Board has no listing standards. Rather, it is the market
maker who chooses to quote a security on the system, files the application, and
is obligated to comply with keeping information about the issuer in our
files. The NASD cannot deny an application by a market maker to quote the
stock of a company. The only requirement for inclusion in the bulletin
board is that the issuer be current in our reporting requirements with the
SEC.
Although
we anticipate listing on the OTC Bulletin board will increase liquidity for our
stock, investors may have greater difficulty in getting orders filled because it
is anticipated that if our stock trades on a public market, it initially will
trade on the OTC Bulletin Board rather than on NASDAQ. Investors’ orders
may be filled at a price much different than expected when an order is
placed. Trading activity in general is not conducted as efficiently and
effectively as with NASDAQ-listed securities.
Investors
must contact a broker-dealer to trade OTC Bulletin Board
securities. Investors do not have direct access to the bulletin board
service. For bulletin board securities, there only has to be one
market maker.
Bulletin
board transactions are conducted almost entirely manually. Because
there are no automated systems for negotiating trades on the bulletin board,
they are conducted via telephone. In times of heavy market volume,
the limitations of this process may result in a significant increase in the time
it takes to execute investor orders. Therefore, when investors place
market orders - an order to buy or sell a specific number of shares at the
current market price - it is possible for the price of a stock to go up or down
significantly during the lapse of time between placing a market order and
getting execution.
Because
bulletin board stocks are usually not followed by analysts, there may be lower
trading volume than for NASDAQ-listed securities.
LEGAL
PROCEEDINGS
There are
no pending or threatened lawsuits against us.
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
The board
of directors elects our executive officers annually. A majority vote
of the directors who are in office is required to fill
vacancies. Each director shall be elected for the term of one year,
and until his successor is elected and qualified, or until his earlier
resignation or removal. Our director and executive officer is as
follows:
Name
|
Age
|
Position
|
||
Baoguo
Jiang
|
47
|
Chairman
of the Board, CEO
|
||
Zhanming
Gao
|
46
|
Secretary
|
||
Zhongming
Wang
|
|
46
|
|
Vice
President
|
21
Baoguo
Jiang joined us in
August 2008 as founder of Yaboo, Inc., and has been Chairman and CEO since
then. In year 2003 to 2008, he was the President of Yao Yao
Corporation which operated a Asian Food Restaurant in Illinois,
USA. In year 1997 to 2008, he was the CEO of C&J Food Production
Inc in Oshkosh Wisconsin which operated two Chinese Restaurant in Wisconsin,
USA. . In year 1994 to 1996, he was the manager of Fond Du
Lac Wisconsin Company, a food distribution and Asian food
restaurant. In June 1984, he received an Agricultural Sciences
Bachelor Degree at Heilongjiang Bayi Agricultural University of
China. In December 1987, he received a Master Degree of Shenyang
Applied Ecology Institute, Chinese Academy of Sciences. In December
1994, he was PhD candidate for Agroecology in University of
Wisconsin.
Zhanmin
Gao has been Secretary since August 2008. In 1984 to 1998, he was a
Senior Agricultural Engineer at Heilongjiang Agricultural Sciences Institute. In
year 1998 to 2008, he was the General Manager and President of Heilongjiang
ShengYuan agricultural co, Ltd and the Director of NingAn Real Estate,
Incorp. In June 1984, he received an Agricultural Sciences Bachelor
Degree at Heilongjiang Bayi Agricultural University of China.
Zhongming
Wang has been Vice President since August 2008. In year 1985 to 1986,
he was a business manager of Trading Department of Shenzhen Eastern Development
co., Ltd. In 1987 to 1992, he was the manager of Trading Department
of Shenzhen LianHua Development Co. In 1992 to 1993, he was the
General Manager of Shenzhen Dadi Corporation. In 1993 to date, he was
the President of Mingchen Internatinal Co, Ltd, HongKong Yaoling Corporation,
Shenzhen Mingshi Hotel, Inc, and Jiangxi Nanchang Nanjiao Hotel, Inc. In June
1984, he received an Agricultural Sciences Bachelor Degree at Heilongjiang Bayi
Agricultural University of China.
Legal
Proceedings
No
officer, director, promoter or significant employee has been involved in the
last five years in any of the following:
|
·
|
Any
bankruptcy petition filed by or against any business of which such person
was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that
time;
|
|
·
|
Any
conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic violations and other minor
offenses);
|
|
·
|
Being
subject to any order, judgment, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining, barring, suspending or otherwise limiting his
involvement in any type of business, securities or banking activities;
and
|
|
·
|
Being
found by a court of competent jurisdiction (in a civil action), the
Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not
been reversed, suspended, or
vacated.
|
22
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following tables set forth the ownership, as of the date of this prospectus, of
our common stock by each person known by us to be the beneficial owner of more
than 5% of our outstanding common stock, our directors, and our executive
officers and directors as a group. To the best of our knowledge, the
persons named have sole voting and investment power with respect to such shares,
except as otherwise noted. There are not any pending or anticipated
arrangements that may cause a change in control.
The
information presented below regarding beneficial ownership of our voting
securities has been presented in accordance with the rules of the Securities and
Exchange Commission and is not necessarily indicative of ownership for any other
purpose. Under these rules, a person is deemed to be a "beneficial owner" of a
security if that person has or shares the power to vote or direct the voting of
the security or the power to dispose or direct the disposition of the security.
A person is deemed to own beneficially any security as to which such person has
the right to acquire sole or shared voting or investment power within 60 days
through the conversion or exercise of any convertible security, warrant, option
or other right. More than one person may be deemed to be a beneficial owner of
the same securities. The percentage of beneficial ownership by any person as of
a particular date is calculated by dividing the number of shares beneficially
owned by such person, which includes the number of shares as to which such
person has the right to acquire voting or investment power within 60 days, by
the sum of the number of shares outstanding as of such date plus the number of
shares as to which such person has the right to acquire voting or investment
power within 60 days. Consequently, the denominator used for calculating such
percentage may be different for each beneficial owner. Except as otherwise
indicated below and under applicable community property laws, we believe that
the beneficial owners of our common stock listed below have sole voting and
investment power with respect to the shares shown. The business address for
these shareholders is 375 N. Stephanie St., Suite 1411, Henderson, NV
89014-8909
Name
|
Title
|
Number of
Shares
|
% of
Common
Share
|
|||||||
Baoguo
Jiang
|
Chairman
|
27,800,000 | 58.80 | % | ||||||
Zhanming
Gao
|
Secretary
|
5,000,000 | 10.58 | % | ||||||
Zhongming
Wang
|
Vice
President
|
5,000,000 | 10.58 | % | ||||||
All
officers and directors as a group [3 persons]
|
37,800,000 | 79.95 | % |
This
table is based upon information derived from our stock records. Unless otherwise
indicated in the footnotes to this table and subject to community property laws
where applicable, each of the shareholders named in this table has sole or
shared voting and investment power with respect to the shares indicated as
beneficially owned. Except as set forth above, applicable percentages are based
upon 47,278,000 shares of common stock outstanding as of February 16,
2010.
DESCRIPTION
OF SECURITIES
The
following description as a summary of the material terms of the provisions of
our Articles of Incorporation and Bylaws. The Articles of
Incorporation and Bylaws have been filed as exhibits to the registration
statement of which this prospectus is a part.
23
Common
Stock
We are
authorized to issue 500,000,000 shares of common stock with $0.001 par
value per share. As of the date of this registration statement, there were
47,278,000 shares of common stock issued and outstanding held by 59
shareholders of the record.
Each
share of common stock entitles the holder to one vote, either in person or by
proxy, at meetings of shareholders. The holders are not permitted to vote their
shares cumulatively. Accordingly, the shareholders of our common stock who hold,
in the aggregate, more than fifty percent of the total voting rights can elect
all of our directors and, in such event, the holders of the remaining minority
shares will not be able to elect any of such directors. The vote of the holders
of a majority of the issued and outstanding shares of common stock entitled to
vote thereon is sufficient to authorize, affirm, ratify or consent to such act
or action, except as otherwise provided by law.
Holders
of common stock are entitled to receive ratably such dividends, if any, as may
be declared by the Board of Directors out of funds legally available. We have
not paid any dividends since our inception, and we presently anticipate that all
earnings, if any, will be retained for development of our business. Any future
disposition of dividends will be at the discretion of our Board of Directors and
will depend upon, among other things, our future earnings, operating and
financial condition, capital requirements, and other factors.
Holders
of our common stock have no preemptive rights or other subscription rights,
conversion rights, redemption or sinking fund provisions. Upon our liquidation,
dissolution or winding up, the holders of our common stock will be entitled to
share ratably in the net assets legally available for distribution to
shareholders after the payment of all of our debts and other liabilities. There
are not any provisions in our Articles of Incorporation or our Bylaws that would
prevent or delay change in our control.
INTEREST
OF NAMED EXPERTS
The
financial statements for the period from inception to December 31, 2008 included
in this prospectus have been audited by Enterprise CPAs, Ltd. which are
independent certified public accountants, to the extent and for the periods set
forth in our report and are incorporated herein in reliance upon such report
given upon the authority of said firm as experts in auditing and
accounting.
The
legality of the shares offered under this registration statement is being passed
upon by Williams Law Group, P.A., Tampa, Florida. Michael T. Williams,
principal of Williams Law Group, P.A., owns 236,000 shares of our common stock,
of which 100,000 shares are being registered in this offering.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES
LIABILITIES
Our
Bylaws, subject to the provisions of Nevada Law, contain provisions which allow
the corporation to indemnify any person against liabilities and other expenses
incurred as the result of defending or administering any pending or anticipated
legal issue in connection with service to us if it is determined that person
acted in good faith and in a manner which he reasonably believed was in the best
interest of the corporation. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to our
directors, officers and controlling persons, we have been advised that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable.
24
DESCRIPTION
OF BUSINESS
Organization
Yaboo,
Inc. (the Company) was incorporated under the laws of Nevada on August 11, 2008,
with registered address at 375 N. Stephanie St., Suite 1411, Henderson, NV
89014. Yaboo, Inc. has principal office at 70 W. Madison St., Ste.
1400, Chicago, IL 60602. Our telephone number is
312-214-6116.
On April
17, 2009, Yaboo, Inc. established a 100% wholly foreign owned company in China,
Yaboo Agriculture (Taizgou) Co, Ltd, located at Hailing Modern Agricultural
Demonstration Zone, Hailing District, TaiZhou City, Jiangsu Province, People’s
Republic of China, to conduct and operate the business.
In
October 2009, Yaboo Agriculture (Taizgou) Co, Ltd. acquired the 100% ownership
of a Chinese company, Qilin Bay Ecological Restaurant Co., Ltd. (“Qilin Bay”),
owned by Taizhou Sunny Agricultural Development Co., Ltd. Taizhou
Sunny Agricultural Development Co., Ltd. was 100% owned and operated by local
district government, Hailing Modern Agricultural Demonstration Zone
Administration Office. Yaboo Agriculture (Taizhou) Co., Ltd. paid
cash of $146,455 to Taizhou Sunny Agricultural Development Co., Ltd., for the
100% ownership of Qilin Bay.
Qilin Bay
Ecological Restaurant Co., Ltd. (“Qilin Bay”), was incorporated on July 16, 2008
by Taizhou Sunny Agricultural Development Co., Ltd. to operate a specialty
ecological restaurant located in North Jiangzhou Road, Hailing Modern
Agriculture Demonstration Zone, Hailing District, Taizhou City, Jiangsu
Province, China. Yaboo Agriculture (Taizhou) Co. Ltd. will conduct
the green ecological restaurant business in China through Qilin
Bay.
Business
Our green
ecological restaurant comprises the operating activities of the Qilin Bay
Ecological Restaurant. The restaurant is located in the center of
“Taizhou City Hailing Modern Agricultural Demonstration Zone.” The restaurant’s
interior is built in accordance of Chinese-garden style. The restaurant includes
a 3500-square meter greenhouse, with various flowers and trees. Customer will
enjoy their meals in this natural environment. Many of the dishes
include ingredients grown in nearby greenhouse, and provided by Hailing Modern
Agriculture Demonstration Zone. The restaurant has 24-stylized
dinning rooms, along with a 2000-square meter hall. The hall has an
entertainment stage surrounded by 300 seats. There is also a “Pozi street” built
inside of the restaurant, for the purpose of displaying organic green food,
which could also be used as VIP member club. The member club provides pre-cooked
good for members to take home.
After
acquisition of the Qilin Bay Ecological Restaurant, we remodeled and started to
operate since October 2009. The gross sales revenue generated through
the restaurant was estimated $80,000 as of December 31, 2009. Due to
the acquisition and remodeling cost, the net loss was incurred as of December
31, 2009 for Qilin Bay Restaurant.
In
general, since inception of the Yaboo, Inc., we have not generated revenues yet
as of September 30, 2009.
25
Suppliers
Many of
the dishes include ingredients grown in nearby greenhouse at Hailing Modern
Agriculture Demonstration Zone. Our major supplier will be Taizhou
Sunny Agricultural Development Co., Ltd. owned by Hailing Modern Agriculture
Demonstration Zone Administration Office. Our ingredients
will include four-season vegetables, natural farm raised chicken, pork, beef,
and fish.
We did
not have any written agreements with any supplier. We have other
local suppliers to provide our needed ingredients: Taizhou Changrong Trading
Co., Ltd., Taizhou Wansheng Ltd., and Taizhou Xinli Groceries Ltd.
Marketing and
Advertising
We will
conduct marketing and advertising through local newspapers and our website,
currently under development. We intend to focus advertising on
conference and banquets needs and birthday party needs.
Competition
The
restaurant industry is intensely competitive. We compete on the basis of the
overall environment, healthy food taste, quality and price of food offered,
guest service, ambience, and overall dining experience.
Fu Kee
Food Co., Ltd., originally established in Hong Kong in 2004. Their main
sub-stores are: Shanghai Pudong store, Shanghai Jiading Store, Shanghai Wuzhong
Store, Shanghai Caojiadu Store, etc. Each store is at least 10,000 square meters
big, has about 3000 customers. Fu Kee has the goal of becoming the top
restaurant in the area, at the same time, they have already won the award of
“Natural Green Food”
In
Jiangsu Province and Greater Shanghai area, we believe we compete primarily with
Fu Kee Food Co., Ltd, Inner Mongolia Little Sheep Catering Chain Co.,
Ltd. Fu Kee Food Co., Ltd. was originally established in Hong Kong in
2004. They operate 3 restaurants with green natural food in
Shanghai. Each store is at least 10,000 square meters big, has about
3000 customers. Although they have already won the award of “Natural
Green Food,” they do not operate its restaurant in our area. Inner
Mongolia Little Sheep Catering Chain Co., Ltd. (Little Sheep) is one of the
leading chain restaurants in the area as well as across the country. They
operate 2 restaurants in our area. They current have a seasoning
plant, two meat industry plants, and one logistics subsidiary in the
area. Little Sheep does not operate its restaurant as our Qilin Bay
Ecological Restaurant does. Our restaurant provides customers with
unique environment and live four season fresh vegetables directly from our in
site greenhouse. There are very few licensed “Green Food” restaurants
in Taizhou area. The ones that do promote ecological foods but do not
operate restaurants, and they may be our suppliers: Taizhou Hualong Eco-Farm,
Taizhou Sanchuan Eco-Farm, Shangri-la Ecological Farm.
Fu Kee
Food Co., Ltd has the advantage of being a large company/restaurant. Little
Sheep has the advantage of having the original green food concepts, which would
make them one of our main competitors in the future. The three ecological farms
are not our biggest competitors, because they have smaller businesses, with
various customers. Our biggest weakness is that the location of our restaurant
is not in a busy area. Our advantage is that we are surrounded by good superior
ecological environment and our already built entertainment and show stage, are
also a plus.
26
Proprietary
Rights
We do not
have any proprietary rights.
Government
Regulation
The
restaurant industry is subject to numerous federal, state and local governmental
regulations, including those relating to the preparation and sale of food and
alcoholic beverages, sanitation, public health, fire codes, zoning and building
requirements. Each restaurant requires appropriate licenses from regulatory
authorities allowing it to sell liquor, beer and wine, and each restaurant
requires food service licenses from local health authorities. The failure of a
restaurant to retain liquor or food service licenses could have a material
adverse effect on operations.
We are
also subject to laws governing our relationships with employees, including laws
and regulations relating to benefits, wages, hours, workers' compensation
insurance rates, unemployment and other taxes, working and safety
conditions.
Regulatory Environment in
China
China is
transitioning from a planned economy to a market economy. While the Chinese
government has pursued economic reforms since its adoption of the open-door
policy in 1978, a large portion of the Chinese economy is still operating under
five-year plans and annual state plans. Through these plans and other economic
measures, such as control on foreign exchange, taxation and restrictions on
foreign participation in the domestic market of various industries, the Chinese
government exerts considerable direct and indirect influence on the economy.
Many of the economic reforms carried out by the Chinese government are
unprecedented or experimental, and are expected to be refined and improved.
Other political, economic and social factors can also lead to further
readjustment of such reforms. This refining and readjustment process may not
necessarily have a positive effect on our operations or future business
development. Our operating revenues may be reduced by changes in China's
economic and social conditions as well as by changes in the policies of the
Chinese government, such as changes in laws and regulations (or the official
interpretation thereof), measures which may be introduced to control inflation,
changes in the interest rate or method of taxation, and the imposition of
additional restrictions on currency conversion.
China’s
legal system is a civil law system. Unlike the common law system, the civil law
system is based on written statutes in which decided legal cases have little
value as precedents. In 1979, China began to promulgate a comprehensive system
of laws and has since introduced many laws and regulations to provide general
guidance on economic and business practices in China and to regulate foreign
investment. Progress has been made in the promulgation of laws and regulations
dealing with economic matters such as corporate organization and governance,
foreign investment, commerce, taxation and trade. The promulgation of new laws,
changes of existing laws and the abrogation of local regulations by national
laws could have a negative impact on our business and business prospects. In
addition, as these laws, regulations and legal requirements are relatively
recent, their interpretation and enforcement involve significant
uncertainty.
27
Because
we are a wholly foreign owned enterprise, we are subject to the law on foreign
investment enterprises in China, and the foreign company provisions of the
Company Law of China, which governs the conduct of our wholly owned subsidiary
and its officers and directors. Additionally, we are also subject to varying
degrees of regulations and permit system by the Chinese government.
Research and
Development
We did
not incur any research and development expenses in our last fiscal
years.
Employees
We have
the following full-time employees:
Clerical
– 1
Operations
– 3
Administrative
– 1
Management
– 3
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The
following discussion of our financial condition and results of operations should
be read in conjunction with our financial statements and the related notes, and
other financial information included in this Form S-1.
Our
Management’s Discussion and Analysis contains not only statements that are
historical facts, but also statements that are
forward-looking. Forward-looking statements are, by their very
nature, uncertain and risky. These risks and uncertainties include
international, national, and local general economic and market conditions; our
ability to sustain, manage, or forecast growth; our ability to successfully make
and integrate acquisitions; new product development and introduction; existing
government regulations and changes in, or the failure to comply with, government
regulations; adverse publicity; competition; the loss of significant customers
or suppliers; fluctuations and difficulty in forecasting operating results;
change in business strategy or development plans; business disruptions; the
ability to attract and retain qualified personnel; the ability to protect
technology; the risk of foreign currency exchange rate; and other risks that
might be detailed from time to time in our filing with the Securities and
Exchange Commission.
Although
the forward-looking statements in this Registration Statement reflect the good
faith judgment of our management, such statements can only be based on facts and
factors currently known by them. Consequently, and because
forward-looking statements are inherently subject to risks and uncertainties,
the actual results and outcomes may differ materially from the results and
outcomes discussed in the forward-looking statements. You are urged
to carefully review and consider the various disclosures made by us in this
report and in our other reports as we attempt to advise interested parties of
the risks and factors that may affect our business, financial condition, and
results of operations and prospects.
28
Overview
Yaboo,
Inc. (the Company) was incorporated under the laws of Nevada on August 11, 2008,
with registered address at 375 N. Stephanie St., Suite 1411, Henderson, NV
89014. Yaboo, Inc. has principal office at 70 W. Madison St., Ste.
1400, Chicago, IL 60602. Our telephone number is
312-214-6116.
On April
17, 2009, Yaboo, Inc. established a 100% wholly foreign owned company in China,
Yaboo Agriculture (Taizgou) Co, Ltd, located at Hailing Modern Agricultural
Demonstration Zone, Hailing District, TaiZhou City, Jiangsu Province, People’s
Republic of China, to conduct and operate the business.
In
October 2009, Yaboo Agriculture (Taizgou) Co, Ltd. acquired the 100% ownership
of a Chinese company, Qilin Bay Ecological Restaurant Co., Ltd. (“Qilin Bay”),
owned by Taizhou Sunny Agricultural Development Co., Ltd. Taizhou
Sunny Agricultural Development Co., Ltd. was 100% owned and operated by local
district government, Hailing Modern Agricultural Demonstration Zone
Administration Office. Yaboo Agriculture (Taizhou) Co., Ltd. paid
cash of $146,455 to Taizhou Sunny Agricultural Development Co., Ltd., for the
100% ownership of Qilin Bay.
Qilin Bay
Ecological Restaurant Co., Ltd. (“Qilin Bay”), was incorporated on July 16, 2008
by Taizhou Sunny Agricultural Development Co., Ltd. to operate a specialty
ecological restaurant located in North Jiangzhou Road, Hailing Modern
Agriculture Demonstration Zone, Hailing District, Taizhou City, Jiangsu
Province, China. Yaboo Agriculture (Taizhou) Co. Ltd. will conduct
the green ecological restaurant business in China through Qilin
Bay.
Business
Our green
ecological restaurant comprises the operating activities of the Qilin Bay
Ecological Restaurant. The restaurant is located in the center of
“Taizhou City Hailing Modern Agricultural Demonstration Zone.” The restaurant’s
interior is built in accordance of Chinese-garden style. The restaurant includes
a 3500-square meter greenhouse, with various flowers and trees. Customer will
enjoy their meals in this natural environment. Many of the dishes
include ingredients grown in nearby greenhouse, and provided by Hailing Modern
Agriculture Demonstration Zone. The restaurant has 24-stylized
dinning rooms, along with a 2000-square meter hall. The hall has an
entertainment stage surrounded by 300 seats. There is also a “Pozi street” built
inside of the restaurant, for the purpose of displaying organic green food,
which could also be used as VIP member club. The member club provides pre-cooked
good for members to take home.
After
acquisition of the Qilin Bay Ecological Restaurant, we remodeled and started to
operate since October 2009. The gross sales revenue generated through
the restaurant was estimated $80,000 as of December 31, 2009. Due to
the acquisition and remodeling cost, the net loss was incurred as of December
31, 2009 for Qilin Bay Restaurant.
In
general, since inception of the Yaboo, Inc., we have not generated revenues yet
as of September 30, 2009. Our lack of any significant operating
revenues to date raises substantial doubt about our ability to continue as a
going concern and our financial statements contain a going concern
qualification.
From
August 11, 2008 through September 30 2009 we did not generate any sales revenue
yet.
29
Results of
Operations
For the
period ended December 31, 2008, and September 30, 2009.
Revenue
Since our
company incorporated on August 11, 2008, there was no revenue generated as of
September 30, 2009.
Cost of
Revenue
Since our
company incorporated on August 11, 2008, there was no cost of goods sold
incurred as of September 30, 2009.
Expense
Our
expenses consist of selling, general and administrative expenses, and
amortization.
Yaboo, Inc
|
||||||||||||
Cumulative from
|
||||||||||||
9 Months
Ended
|
Year Ended
|
August 11, 2008
|
||||||||||
September 30
|
December 31
|
(Date of
Inception) To
|
||||||||||
Expense
|
2009
|
2008
|
September 30,
2009
|
|||||||||
Expense
|
||||||||||||
Automobile
Expense
|
||||||||||||
Gasoline
|
1,395.43 | 0.00 | 1395.43 | |||||||||
Repair
& Maintenance
|
80.55 | 0.00 | 80.55 | |||||||||
Toll
& Parking
|
236.96 | 0.00 | 236.96 | |||||||||
Total
Automobile Expense
|
1,712.94 | 0.00 | 1,712.94 | |||||||||
Bank
Service Charges
|
103.00 | 821.00 | 924.00 | |||||||||
Business
License and Permit
|
216.00 | 0.00 | 216.00 | |||||||||
Dues
and Subscription Fee
|
0.00 | 65.00 | 65.00 | |||||||||
Meals
and Entertainment
|
9,660.60 | 0.00 | 9660.60 | |||||||||
Office
Supplies
|
587.47 | 0.00 | 587.47 | |||||||||
Organization
Cost
|
2,027.25 | 900.00 | 2927.25 | |||||||||
Payroll
Expenses
|
||||||||||||
Income
Tax Withheld
|
401.58 | 0.00 | 401.58 | |||||||||
Net
Wages
|
12,950.83 | 0.00 | 12950.83 | |||||||||
Social
Insurance
|
1,656.56 | 0.00 | 1656.56 | |||||||||
Total
Payroll Expenses
|
15,008.97 | 0.00 | 15,008.97 | |||||||||
Postage
and Shipping Expense
|
2,318.51 | 0.00 | 2318.51 | |||||||||
Professional
Fees
|
||||||||||||
Auditing
Fee
|
10,500.00 | 0.00 | 10500.00 | |||||||||
Legal
Fee
|
12,000.00 | 11,800.00 | 23800.00 | |||||||||
Total
Professional Fees
|
22,500.00 | 11,800.00 | 34,300.00 | |||||||||
Rent
Expense
|
4,881.86 | 0.00 | 4881.86 | |||||||||
Repairs
and Maintenance
|
593.96 | 0.00 | 593.96 | |||||||||
Telephone
Expense
|
1,558.70 | 0.00 | 1558.70 | |||||||||
Travel
Expense
|
||||||||||||
Airfares
|
4,215.34 | 0.00 | 4215.34 | |||||||||
Hotels
|
1,489.91 | 0.00 | 1489.91 | |||||||||
Transportations
|
360.27 | 0.00 | 360.27 | |||||||||
Total
Travel Expense
|
6,065.52 | 0.00 | 6,065.52 | |||||||||
Total
Expense
|
67,234.78 | 13,586.00 | 80,820.78 |
30
We had
total operation expenses of $67,234.78, $13,586, and $ 80,821 for the nine month
ended September 30, 2009, and fiscal year ended December 31, 2008, and
Cumulative from August 11, 2008 to September 30, 2009, respectively by the
Company as selling, general, and administrative expenses.
We expect
selling, general, and administrative expenses to increase in future periods as
we initiate a number of marketing and promotional activities.
Income & Operation
Taxes
We are
subject to income taxes in the U.S., while the China branch was subject to the
income tax laws of China.
We paid
no income taxes in USA for the year ended December 31, 2008 due to the net
operation loss in USA.
We paid
no income taxes in China for the year ended December 31, 2008 as the subsidiary
was established in April 2009.
Net Loss
We
incurred net losses of ($13,275) for the period ended December 31, 2008, net
loss of ($66,494) for the nine month period ended September 30,
2009.
Commitments
and Contingencies
Yaboo
Agriculture (Taizhou) Co., Ltd. acquired the 100% share of a local Chinese
company, Qilin Bay Ecological Resurant Co., Ltd, owned by Taizhou Sunny
Agricultural Development Co., Ltd. in October 2009. The Qilin Bay
Ecological Restaurant is specialty restaurant located in North Jiangzhou Road,
Hailing Modern Agriculture Demonstration Zone.
In
September 2009, Yaboo Agriculture (TaiZhou) Co., Ltd entered into a leasing
agreement with Taizhou Sunny Agricultural Development co., Ltd for leasing the
Qilin Village staff dormitory and cafeteria from September 1, 2009 to August 31,
2014, and provide for renewal options. At the date the agreement is signed,
Yaboo Agriculture (TaiZhou) co., Ltd had to be paid $ 24,409 as a down payment
or prepaid rent to Taizhou Sunny Agricultural Development co., Ltd in order to
make the agreement in effect.
31
Foreign
Currency Translation
The
Company has determined the United States dollars to be its functional currency
for Yaboo, Inc; People’s Republic of China Chines Yuan Renminbi to be its
functional currency in Yaboo Agriculture (Taizhou) co., Ltd. Assets
and liabilities were translated to U.S. dollars at the period-end exchange
rate. Statement of operations amounts were translated to U.S. dollars
using the first date of each month during the year. Gains and losses
resulting from translating foreign currency financial statements are accumulated
in other comprehensive income (loss), a separate component of shareholders’
equity.
Liquidity
and Capital Resources
At September
30
|
At December 31
|
|||||||
2009
|
2008
|
|||||||
Current
Ratio
|
17.80 | 19.96 | ||||||
Cash
|
$ | 76,616 | $ | 472,025 | ||||
Working
Capital
|
$ | 386,415 | $ | 453,125 | ||||
Total
Assets
|
$ | 409,415 | $ | 477,025 | ||||
Total
Liabilities
|
$ | 23,000 | $ | 23,900 | ||||
Total
Equity
|
$ | 386,415 | $ | 453,125 | ||||
Total
Debt/Equity
|
0.06 | 0.05 |
*Current
Ratio = Current Assets /Current Liabilities
** Total
Debt / Equity = Total Liabilities / Total Shareholders Equity.
The
Company had cash and cash equivalents of $ 472,025 at December 31, 2008 and the
working capital of $ 453,125, and cash and cash equivalent of $ 76,616 at
September 30, 2009 and the working capital of $ 386,415. This is not sufficient
to fund our operations for longer than the next month. We anticipate
we will need $150,000 to fund our proposed operations during the next 12 months,
including an anticipated $80,000 to fund the costs of our being a public
company. We plan to fund our proposed operations including the cost
of being a public company by through revenues from our on-going operations if we
start to generate such revenues. We are also planning to obtain
additional funding by issuing debt or the sale of stock, if market conditions
are appropriate. We are not currently in negotiations with any
lenders or other funding sources and we are not certain that we will be able to
obtain additional funding on terms favorable to us or at
all. Management has orally committed to fund any of these
requirements not funded from operations or from additional debt or equity
capital we may raise. The loan terms will be long-term without
interest charge as needed by the Company.
32
DESCRIPTION
OF PROPERTY
On
February 11, 2010, the company entered into an office leases in Chicago Loop
with First National Plaza; the office is located at 70 W Madison St., Three
First National Plaza, Suite 1400, Chicago IL 60602. The lease term is from
February 15, 2010 through February 28, 2011 and requires a $ 219 monthly lease
payment.
In
September 2009, Yaboo Agriculture (TaiZhou) co., Ltd entered into a leasing
agreement with Taizhou Sunny Agricultural Development co., Ltd for leasing the
Qilin Village staff dormitory and cafeteria from September 1, 2009 to August 31,
2014, and provide for renewal options for an annual rent of $ 58,608, $ 73,260;
$ 102,564, $ 102,564, and $ 102,564. At the date the agreement is signed, Yaboo
Agriculture (TaiZhou) co., Ltd had to be paid $ 24,409 as a down payment or
prepaid rent to Taizhou Sunny Agricultural Development co., Ltd in order to make
the agreement in effect.
We do not
intend to renovate, improve, or develop properties except our existing
restaurant. We are not subject to competitive conditions
for property and currently have no
property to insure. We have no policy with respect to investments in
real estate or interests in real estate and no policy
with respect to investments in real estate
mortgages. Further, we have no policy with respect to investments in
securities of or interests in persons primarily engaged in real estate
activities.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
On August
12, 2008, the Company issued 500,000 shares to the founders of the Company,
Baoguo Jiang at $0.001 per share or $ 500 for common stock (stock subscription
receivable).
On August
31, 2008, the Company issued total 27,400,000 shares to the founder and CEO of
the company, Baoguo Jiang, at $0.005 per share or $ 137,000 for common stock
(stock subscription receivable).
On
October 30, 2008, the Company issued total 16,000,000 shares to the founder and
CEO of the company, Baoguo Jiang, at $0.01 per share or $ 160,000 for common
stock (stock subscription receivable).
As of
December 1, 2008, all of the above stock subscriptions receivables have received
in full.
Loans from
Shareholders/Officers
On August
11, 2008, founder of the Company, Mr. Baoguo Jiang loaned $900.00 to the Company
to setting up the corporation.
On
December 1, 2008, the founder and CEO of the company, Baoguo Jiang, loaned $
23,000 to the company for company operating.
On March
2009, the company returned $ 900 to Baoguo Jiang for the US corporation initial
set up cost.
33
On
December 31, 2009, the loan amount of $ 23,000 from the Company’s Executive
officers and shareholders Baoguo Jiang for company’s operating and marketing
expense was paid back.
Except as
set forth above, we have not entered into any material transactions with any
director, executive officer, and promoter, beneficial owner of five percent or
more of our common stock, or family members of such persons.
MARKET
FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market
Information
There is
no established public trading market for our securities and a regular trading
market may not develop, or if developed, may not be sustained. A
shareholder in all likelihood, therefore, will not be able to resell his or her
securities should he or she desire to do so when eligible for public resales.
Furthermore, it is unlikely that a lending institution will accept our
securities as pledged collateral for loans unless a regular trading market
develops.
Penny Stock
Considerations
Our
shares will be "penny stocks", as that term is generally defined in the
Securities Exchange Act of 1934 to mean equity securities with a price of less
than $5.00. Thus, our shares will be subject to rules that impose
sales practice and disclosure requirements on broker-dealers who engage in
certain transactions involving a penny stock.
Under the
penny stock regulations, a broker-dealer selling a penny stock to anyone other
than an established customer must make a special suitability determination
regarding the purchaser and must receive the purchaser's written consent to the
transaction prior to the sale, unless the broker-dealer is otherwise
exempt.
In
addition, under the penny stock regulations, the broker-dealer is required
to:
|
·
|
Deliver,
prior to any transaction involving a penny stock, a disclosure schedule
prepared by the Securities and Exchange Commission relating to the penny
stock market, unless the broker-dealer or the transaction is otherwise
exempt;
|
|
·
|
Disclose
commissions payable to the broker-dealer and our registered
representatives and current bid and offer quotations for the
securities;
|
|
·
|
Send
monthly statements disclosing recent price information pertaining to the
penny stock held in a customer's account, the account's value, and
information regarding the limited market in penny stocks;
and
|
|
·
|
Make
a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written agreement
to the transaction, prior to conducting any penny stock transaction in the
customer's account.
|
Because
of these regulations, broker-dealers may encounter difficulties in their attempt
to sell shares of our Common Stock, which may affect the ability of selling
shareholders or other holders to sell their shares in the secondary market, and
have the effect of reducing the level of trading activity in the secondary
market. These additional sales practice and disclosure requirements
could impede the sale of our securities, if our securities become publicly
traded. In addition, the liquidity for our securities may be
decreased, with a corresponding decrease in the price of our
securities. Our shares in all probability will be subject to such
penny stock rules and our shareholders will, in all likelihood, find it
difficult to sell their securities.
34
OTC Bulletin Board
Qualification for Quotation
To have
our shares of Common Stock on the OTC Bulletin Board, a market maker must file
an application on our behalf in order to make a market for our Common
Stock. We have engaged in preliminary discussions with a FINRA Market
Maker to file our application on Form 211 with FINRA, but as of the date of this
Prospectus, no filing has been made. Based upon our counsel's prior
experience, we anticipate that after this registration statement is declared
effective, it will take approximately 2 - 8 weeks for FINRA to issue a trading
symbol and allow sales of our Common Stock under Rule 144.
Sales of our common stock
under Rule 144.
Once this
registration statement is effective, the shares of our common stock being
offered by our selling shareholders will be freely tradable without restrictions
under the Securities Act of 1933, except for any shares held by our
"affiliates," which will be restricted by the resale limitations of Rule 144
under the Securities Act of 1933.
All of
our shares held by non-affiliates are currently eligible for resale or are being
registered in this offering, however affiliates will still be subject to the
resale restrictions of Rule 144. In general, persons holding
restricted securities, including affiliates, must hold their shares for a period
of at least six months, may not sell more than one percent of the total issued
and outstanding shares in any 90-day period, and must resell the shares in an
unsolicited brokerage transaction at the market price. The
availability for sale of substantial amounts of common stock under Rule 144
could reduce prevailing market prices for our securities.
Holders
As of the
date of this registration statement, we had approximately 77 shareholders
of record of our common stock.
Dividends
We have
not declared any cash dividends on our common stock since our inception and do
not anticipate paying such dividends in the foreseeable future. We
plan to retain any future earnings for use in our business. Any
decisions as to future payments of dividends will depend on our earnings and
financial position and such other facts, as the Board of Directors deems
relevant.
Reports to
Shareholders
As a
result of this offering and assuming the registration statement is not declared
effective until after December 31, 2010, as required under Section 15(d) of the
Securities Exchange Act of 1934, we will file periodic reports with the
Securities and Exchange Commission through December 31, 2010, including a Form
10-K for the year ended December 31, 2010, assuming this registration statement
is declared effective before that date. At or prior to December 31,
2010, we intend voluntarily to file a registration statement on Form 8-A which
will subject us to all of the reporting requirements of the 1934 Act. This will
require us to file quarterly and annual reports with the SEC and will also
subject us to the proxy rules of the SEC. In addition, our officers, directors
and 10% stockholders will be required to submit reports to the SEC on their
stock ownership and stock trading activity. We are not required under
Section 12(g) or otherwise to become a mandatory 1934 Act filer unless we have
more than 500 shareholders and total assets of more than $10 million on December
31, 2010. If we do not file a registration statement on Form 8-A at
or prior to December 31, 2010, we will continue as a voluntary reporting company
and will not be subject to the proxy statement or other information requirements
of the 1934 Act, our securities can no longer be quoted on the OTC Bulletin
Board, and our officers, directors and 10% stockholders will not be required to
submit reports to the SEC on their stock ownership and stock trading
activity.
35
Where You Can Find
Additional Information
We have
filed with the Securities and Exchange Commission a registration statement on
Form S-1. For further information about us and the shares of common
stock to be sold in the offering, please refer to the registration statement and
the exhibits and schedules thereto. The registration statement and exhibits may
be inspected, without charge, and copies may be obtained at prescribed rates, at
the SEC's Public Reference Room at 100 F St., N.E., Washington, D.C.
20549. The public may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. The
registration statement and other information filed with the SEC are also
available at the web site maintained by the SEC at
http://www.sec.gov.
EXECUTIVE
COMPENSATION
Summary Compensation
Table
The table
below summarizes all compensation awarded to, earned by, or paid to our
Principal Executive Officer, our two most highly compensated executive officers
other than our PEO who occupied such position at the end of our latest fiscal
year and up to two additional executive officers who would have been included in
the table below except for the fact that they were not executive officers at the
end of our latest fiscal year, by us, or by any third party where the purpose of
a transaction was to furnish compensation, for all services rendered in all
capacities to us for the years ended December 31, 2009 and 2008.
Name
|
Title
|
Year
|
Salary
|
Bonus
|
Stock
awards
|
Option
awards
|
Non equity
incentive plan
compensation
|
Non
qualified
deferred
compensation
|
All other
compensation
|
Total
|
||||||||||||||||||||||||||
Baoguo Jiang
|
Chairman
|
2009
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||
2008
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Summary Equity Awards
Table
The
following table sets forth certain information for our executive officers
concerning unexercised options, stock that has not vested, and equity incentive
plan awards as of December 31, 2009.
36
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END DECEMBER 31, 2009
Name
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
Of
Unearned
Shares,
Units or
Other
Rights
That
Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have
Not
Vested
($)
|
|||||||||||||||||||||||||||
Baoguo Jiang
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Narrative disclosure to
summary compensation and option tables
We have
no employment agreement with our officer.
At no
time during the last fiscal year with respect to any person listed in the Table
above was there:
|
·
|
any
outstanding option or other equity-based award repriced or otherwise
materially modified (such as by extension of exercise periods, the change
of vesting or forfeiture conditions, the change or elimination of
applicable performance criteria, or the change of the bases upon which
returns are determined;
|
|
·
|
any
waiver or modification of any specified performance target, goal or
condition to payout with respect to any amount included in non-stock
incentive plan compensation or
payouts;
|
|
·
|
any
option or equity grant;
|
|
·
|
any
non-equity incentive plan award made to a named executive
officer;
|
|
·
|
any
nonqualified deferred compensation plans including nonqualified defined
contribution plans; or
|
|
·
|
any
payment for any item to be included under All Other Compensation (column
(i)) in the Summary Compensation
Table.
|
37
Board of
Directors
Director
Compensation
Name
|
Fees
earned
or paid
in cash
($)
|
Stock
awards
($)
|
Option
awards
($)
|
Non-equity
incentive
plan
compensation
($)
|
Nonqualified
deferred
compensation
earnings
($)
|
All other
compensation
($)
|
Total
($)
|
|||||||||||||||||||||
Baoguo
Jiang,
|
0 | 0 | 0 | 0 | 0 | 0 | 0 |
We have
no compensation arrangements (such as fees for retainer, committee service,
service as chairman of the board or a committee, and meeting attendance) with
directors.
38
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
39
FINANCIAL
STATEMENTS
YABOO,
INC.
(A
Development Stage Enterprise)
Audited
Financial Statements
As
of December 31, 2008
40
Table
of Contents
Independent
Auditor’s Report on the Financial Statements
|
2
|
Statement
of Balance Sheet
|
3
|
Statement
of Loss
|
4
|
Statement
of Shareholders Equity
|
5
|
Statement
of Cash Flows
|
6
|
Notes
to Financial Statements
|
7
|
1
Independent Registered
Public Accounting Firm’s Auditor’s Report on the Financial
Statements
Board
of Directors and Shareholders of Yaboo,Inc.
We have
audited the accompanying balance sheets of Yaboo, Inc. as of December 31, 2008,
and the related operating statements, shareholders’ equity, and cash flows for
the period August 11, 2008 (date of inception) through December 31, 2008, and
the cumulative period August 11, 2008 (date of inception ) through December 31,
2008. These financial statements are the responsibility of the
Company’s management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We
conducted our audit in accordance with auditing 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. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Yaboo, Inc. as of December 31,
2008, and the results of its operations and their cash flows for the period
August 11, 2008 (date of inception) through December 31, 2008, and the
cumulative period from August 11, 2008 (date of inception) through December 31,
2008 in conformity with accounting principles generally accepted in the United
States of America.
The
Company’s lack of operating history and financial resources raise substantial
doubt about its ability to continue as a going concern. The financial
statements do not include adjustments that might result from the outcome of this
uncertainty and if the Company is unable to generate significant revenue or
secure financing, then the Company may be required to cease or curtail its
operation.
/s/ Enterprise CPAs,
Ltd.
Enterprise
CPAs, Ltd.
Chicago,
IL
February
12, 2010
2
YABOO,
INC
(A
Development Stage Enterprise)
BALANCE
SHEET
December
31
|
||||
2008
|
||||
ASSETS
|
||||
Current
assets:
|
||||
Cash
and cash equivalents
|
$ | 472,025 | ||
Accounts
receivable, net
|
- | |||
Total
Current Assets
|
$ | 472,025 | ||
Other
current assets:
|
||||
Stock
subscription receivable
|
5,000 | |||
Total
Other Current Assets
|
$ | 5,000 | ||
TOTAL
ASSETS
|
$ | 477,025 | ||
LIABILITIES
& EQUITY
|
||||
Current
liabilities:
|
||||
Loan
from shareholders
|
23,900 | |||
Total
current liabilities
|
$ | 23,900 | ||
Total
Liabilities
|
$ | 23,900 | ||
Stockholders'
Equity:
|
||||
Common
stock, $0.001 par value;
|
||||
500,000,000
shares authorized;
|
||||
47,278,000
shares issued and outstanding.
|
$ | 47,278 | ||
Paid-in
capital
|
$ | 419,122 | ||
Deficit
accumulated during the development stage
|
(13,275 | ) | ||
Accumulated
other comprehensive loss
|
- | |||
Total
stockholders' equity
|
$ | 453,125 | ||
TOTAL
LIABILITIES & EQUITY
|
$ | 477,025 |
3
YABOO,
INC
(A
Development Stage Enterprise)
STATEMENT
OF LOSS
Period from
|
Cumulative from
|
|||||||
August 11, 2008
|
August 11, 2008
|
|||||||
(Date of Inception) To
|
(Date of Inception) To
|
|||||||
December 31, 2008
|
December 31, 2008
|
|||||||
Revenues
|
$ | - | $ | - | ||||
Cost
of Goods Sold
|
- | - | ||||||
Gross
Profit
|
$ | - | $ | - | ||||
Operating
expenses:
|
||||||||
Research
and development
|
- | - | ||||||
Selling,
general and administrative expenses
|
13,586 | 13,586 | ||||||
Depreciation
and amortization expenses
|
- | - | ||||||
Total
Operating Expenses
|
13,586 | 13,586 | ||||||
Operating
Loss
|
$ | (13,586 | ) | $ | (13,586 | ) | ||
Investment
income, net
|
$ | 311 | $ | 311 | ||||
Interest
Expense, net
|
- | - | ||||||
Loss
before income taxes
|
(13,275 | ) | (13,275 | ) | ||||
Loss
tax expense
|
- | |||||||
Net
loss
|
$ | (13,275 | ) | $ | (13,275 | ) | ||
Net
loss per common share- Basics
|
$ | (0.00 | ) | $ | (0.00 | ) | ||
Net
loss per common share- Diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||
Other
comprehensive loss, net of tax:
|
||||||||
Foreign
currency translation adjustments
|
- | - | ||||||
Other
comprehensive loss
|
$ | - | $ | - | ||||
Comprehensive
Loss
|
$ | (13,275 | ) | $ | (13,275 | ) |
4
YABOO,
INC
(A
Development Stage Enterprise)
STATEMENT
OF STOCKHOLDERS EQUITY
The
Period August 11, 2008 ( Date of Inception)
through
December 31, 2008
Deficit
|
||||||||||||||||||||
Accumulated
|
||||||||||||||||||||
Additional
|
During
the
|
Total
|
||||||||||||||||||
Common
Stock
|
Paid-in
|
Development
|
Stockholders'
|
|||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Equity
|
||||||||||||||||
Issuance
of common stocks to shareholders @0.001 per share on August 12,
2008
|
500,000 | $ | 500 | $ | - | $ | 500 | |||||||||||||
Issuance
of common stocks to
shareholders @0.005 per share on August 31,
2008
|
27,400,000 | $ | 27,400 | $ | 109,600 | $ | 137,000 | |||||||||||||
Issuance
of common stocks to
shareholders @0.01 per share
on October 31, 2008
|
16,000,000 | $ | 16,000 | $ | 144,000 | $ | 160,000 | |||||||||||||
Issuance
of common stocks to
shareholders @0.05 per share on December 31,
2008
|
3,142,000 | $ | 3,142 | $ | 153,958 | $ | 157,100 | |||||||||||||
Issuance
of common stocks to
Williams @0.05 per share on
December 31, 2008
|
236,000 | $ | 236 | $ | 11,564 | $ | 11,800 | |||||||||||||
Net
loss for the period ended December 31, 2008
|
$ | (13,275 | ) | $ | (13,275 | ) | ||||||||||||||
Balance,
December 31, 2008
|
47,278,000 | $ | 47,278 | $ | 419,122 | $ | (13,275 | ) | $ | 453,125 |
5
YABOO,
INC
(A
Development Stage Enterprise)
STATEMENT
OF CASH FLOWS
Period from
|
Cumulative from
|
|||||||
August 11, 2008
|
August 11, 2008
|
|||||||
(Date of Inception) To
|
(Date of Inception) To
|
|||||||
December 31, 2008
|
December 31, 2008
|
|||||||
Operating
Activities:
|
||||||||
Net
loss
|
$ | (13,275 | ) | $ | (13,275 | ) | ||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
||||||||
Non-cash
portion of share based legal fee expense
|
$ | 11,800 | $ | 11,800 | ||||
Loan
from shareholders/officers
|
23,900 | 23,900 | ||||||
Net
cash provided by operating activities
|
$ | 22,425 | $ | 22,425 | ||||
Investing
Activities:
|
||||||||
Net
cash provided by investing activities
|
$ | - | $ | - | ||||
Financing
Activities:
|
||||||||
Proceeds
from issuance of common stock
|
449,600 | 449,600 | ||||||
Net
cash provided by financing activities
|
$ | 449,600 | $ | 449,600 | ||||
Effect
of Exchange Rate on Cash
|
$ | - | $ | - | ||||
Net
increase (decrease) in cash and cash equivalents
|
$ | 472,025 | $ | 472,025 | ||||
Cash
and cash equivalents at beginning of the year
|
$ | - | $ | - | ||||
Cash
and cash equivalents at end of year
|
$ | 472,025 | $ | 472,025 | ||||
Supplemental
schedule of non-cash investing and financing activities:
|
||||||||
Common
stock issued pursuant to stock subscription receivable
-officer (Note D)
|
$ | 5,000.00 | $ | 5,000.00 |
6
YABOO,
INC.
NOTES
TO FINANCIAL STATEMENTS
NOTE
A- BUSINESS DESCRIPTION
Yaboo,
Inc. (the “Company”), incorporated under the laws of Nevada on August 11, 2008,
with registered address at 375 Stephanie St., Suite 1411,
Henderson, NV 89014. Yaboo, Inc. operates its business in
the U.S. and wholly owned branch located in the State of Illinois and has
principal office at, 70 W Madison ST, STE 1400, Chicago, IL 60602,
USA.
In
addition to our U.S. operation, Yaboo, Inc established and registered a wholly
foreign owned subsidiary in China on April 17,
2009. Yaboo Agriculture (Taizgou) co, Ltd, the 100% wholly
owned subsidiary, is located at Hailing Modern Agricultural Demonstration Zone,
Hailing District, TaiZhou City, Jiangsu Province, People’s Republic of
China, to conduct and operate the business.
Yaboo,
Inc operates in business of green ecological restaurant. The green
ecological restaurant comprises the operating activities of restaurants owned or
operated by the Company. The Company is an operator of ecological
food service restaurants that capitalize on what the Company believes are the
developing trends toward healthier living and eating and the increasing consumer
demands for restaurant fare that offers green food with healthy attributes. We
believe our menu items are made with higher quality ingredients and healthier
cooking techniques than ordinary served food. Delivering great taste and an
overall pleasing dining experience for an individual customer is the focus of
the Company’s mission and concept.
Going Concern and Plan of
Operation
The
Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company is in the
development stage and has not earned any revenues from operations to date. These
conditions raise substantial doubt about its ability to continue as a going
concern. These financial statements do not include any adjustments to
the recoverability and classification of recorded asset amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.
Development Stage
Company
The
Company is considered to be in the development stage as defined in Statement of
Financial Accounting Standards (SFAS) No. 7, “Accounting and Reporting by
Development Stage
Enterprises”. The Company has devoted substantially all of its efforts to
the corporate formation, the raising of capital and attempting to secure
environmental remediation contracts.
7
YABOO,
INC.
NOTES
TO FINANCIAL STATEMENTS
NOTE
B – SIGNIFICANT ACCOUNTING POLICIES
Basis of
accounting
The
financial statements reflect the assets, revenues and expenditures of the
Company on the accrued basis of accounting.
The
Company’s fiscal year end is December 31.
Principles of
Consolidation
The
consolidated financial statements of the Company include the accounts of Yaboo,
Inc., and Yaboo Taizhou Agriculture Co., Ltd. All significant
intercompany balances and transactions have been eliminated in
consolidation
Use of
Estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect certain amounts reported in the
financial statements and disclosures. Accordingly, actual results
could differ from those estimates.
Foreign Currency
Translation
The
Company has determined the United States dollars to be its functional currency
for Yaboo, Inc; People’s Republic of China Chines Yuan Renminbi to be its
functional currency in Yaboo Agriculture (Taizhou) co., Ltd. Assets
and liabilities were translated to U.S. dollars at the period-end exchange
rate. Statement of operations amounts were translated to U.S. dollars
using the first date of each month during the year. Gains and losses
resulting from translating foreign currency financial statements are accumulated
in other comprehensive income (loss), a separate component of shareholders’
equity.
Cash and Cash
Equivalents
The
Company considers all highly-liquid investments with an original maturity of
three months or less when purchased to be cash equivalents. As of December 31,
2008, there’s $ 472,025 cash and cash equivalents.
8
YABOO,
INC.
NOTES
TO FINANCIAL STATEMENTS
NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Organization Cost and
Amortization
The
Company incurred organization cost for setting up Yaboo, Inc in USA and the cost
was $900, which was fully expensed as December 31, 2008.
Property, Plant, and
Equipment Depreciation
Property,
plant, and equipment are stated at cost. Depreciation is being
provided principally by straight line methods over the estimated useful lives of
the assets. As of December 31, 2008, there were no fixed assets in
the Company’s balance sheets.
Operating
Expenses
From the
period of August 11, 2008 to December 31, 2008, there’s total of $ 13,586
operating expense, which included $ 11,800 professional legal fees.
Concentration of credit
risk
The
Company maintains its cash in bank accounts which, at times, may exceed the
federally insured limits. The Company has not experienced any losses
in such accounts and believes it is not exposed to any significant credit risk
on cash.
Stock-Based
Compensation
The
Company accounts for stock issued for services using the fair value
method. In accordance with Emerging Issues Task Force (“EITF”) 96-98,
the measurement date of shares issued for services is the date at which the
counterparty’s performance is complete.
Net Loss Per Common
Share
The
Company computes per share amounts in accordance with SFAS No. 128, “Earnings
per Share”. SFAS No. 128 requires presentation of basis and diluted
EPS. Basic EPS is computed by dividing the income (loss) available to
Common Shareholders by the weighted-average number of common shares outstanding
for the period. Diluted EPS is based on the weighted-average number
of shares of common stock and common stock equivalents outstanding during the
periods.
The
Company only issued one type of shares, i.e., common shares
only. There are no other types securities were
issued. Accordingly, the diluted and basics net loss per common share
are the same.
9
YABOO,
INC.
NOTES
TO FINANCIAL STATEMENTS
NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Net Loss
Per Common Share (Continue)
The
following table shows the calculations for basics and diluted net loss per
common share for the period from August 11 (Date of inception) through December
31, 2008.
Basic
& Diluted EPS Computation
|
||||||||||||
Net
Loss
|
$ | (13,275 | ) | |||||||||
Loss
available to common stockholders
|
$ | (13,275 | ) | |||||||||
Fraction
of
|
||||||||||||
Dates
|
Shares
|
Period
|
Weighted
-
|
|||||||||
Outstanding
|
Outstanding
|
On Daily Basis
|
Average Shares
|
|||||||||
August
12, 2008
|
500,000 |
142/
366
|
193,989 | |||||||||
August
31, 2008
|
27,400,000 |
123/
366
|
9,208,197 | |||||||||
October
31, 2008
|
16,000,000 |
62/
366
|
2,710,383 | |||||||||
December
31, 2008
|
3,378,000 |
1/
366
|
9,230 | |||||||||
Weighted-average
shares
|
12,121,798 | |||||||||||
Basic
& Diluted Net Loss Per Common Share
|
$ | (0.00 | ) |
Income
Tax
The
Company filed extension for corporate tax return Form 1120 to Internal Revenue
Service and IL 1120 to the State of Illinois. There is no income tax
for the State of Nevada.
Recent Accounting
Pronouncements
The
Financial Accounting Standards Board (“FASB”) has recently issued several new
accounting pronouncements, which may apply, to the Company at present, or in the
proceeding months as operations expand.
10
YABOO, INC.
NOTES
TO FINANCIAL STATEMENTS
NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting
Pronouncements (Continue)
In July 2006, the FASB issued
Financial Interpretation No. 48, “Accounting for Uncertainty in Income Taxes-an
interpretation of FASB Statement No. 109” (“FIN 48”), and
supplemented by FASB Financial Staff Position FIN 48-1, Definition of Settlement
in FASB Interpretation No. 48, issued May 2, 2007. FIN 48 specifies
how tax benefits for uncertain tax positions are to be recognized, measured, and
derecognized in financial statements; requires certain disclosures of uncertain
tax matters; specifies how reserves for uncertain tax positions should be
classified on the balance sheet; and provides transition and interim period
guidance, among other provisions. FIN 48 is effective for fiscal
years beginning after December 15, 2006 and as a result, is effective for the
Company in the fiscal year 2008.
In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS
157”). SFAS 157 defines fair value, establishes a framework for using fair value
assets and liabilities, and expends disclosures about fair value measurements.
This statement applies whenever other statements require or permit assets or
liabilities to be measured at fair value. SFAS 157 is effective for fiscal years
beginning after November 15, 2007. The management believes that there is no
material impact on its consolidated results of operations, cash flows, and
financial position.
In
September 2006, the Securities and Exchange Commission (“SEC”) issued Staff
Accounting Bulletin (“SAB”) No. 108, Quantifying Financial Misstatements (“SAB
108”), which expresses the Staff’s views regarding the process of quantifying
financial statement misstatements. Registrants are required to quantify
the impact of correcting all misstatements, including both carryover and
reversing effects of prior year misstatements, on the current year financial
statements. The financial statements would require adjustment when
either approach results in quantifying a misstatement that is material, after
considering all relevant quantitative and qualitative factors. SAB
108 is effective for financial statements covering the first fiscal year ending
after November 15, 2006. The management believes that there is no
material impact on its consolidated results of operations, cash flows, and
financial position.
In
December 2007, the SEC issued Staff Accounting Bulletin (“SAB”) 110 Share-Based
Payment. SAB 110 amends and replaces Question 6 of Section D.2 of Topic 14,
“Share-Based Payment,” of the Staff Accounting Bulletin series. Question 6 of
Section D.2 of Topic 14 expresses the views of the staff regarding the use of
the “simplified” method in developing an estimate of the expected term of “plain
vanilla” share options and allows usage of the “simplified” method for share
option grants prior to December 31, 2007. SAB 110 allows public companies which
do not have historically sufficient experience to provide a reasonable estimate
to continue use of the “simplified” method for estimating the expected term of
“plain vanilla” share option grants after December 31, 2007.
11
YABOO, INC.
NOTES
TO FINANCIAL STATEMENTS
NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting
Pronouncements (Continued)
SAB 110
is effective January 1, 2008 which the Company adopted upon its inception. The
Company currently uses the “simplified” method to estimate the expected term for
share option grants to employees as it does not have enough historical
experience to provide a reasonable estimate. The Company will continue to use
the “simplified” method until it has enough historical experience to provide a
reasonable estimate of expected term in accordance with SAB 110. The Company
does not expect SAB 110 will have a material impact on its balance sheet,
statement of operations and cash flows.
In
December 2007, the Financial Accounting Standards Board (“FASB”) issued
Statement No. 141R, Business Combinations. Statement No. 141R modifies the
accounting and disclosure requirements for business combinations and broadens
the scope of the previous standard to apply to all transactions in which one
entity obtains control over another business.
In
December 2007, the FASB issued SFAS No. 160 Non-controlling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51, this Statement
amends
Accounting Research Bulletin No. 51, “Consolidated Financial Statements” to
establish accounting and reporting standards for the non-controlling interest in
a subsidiary
and for the deconsolidation of a subsidiary. SFAS 160 is required to be adopted
simultaneously with SFAS 141R and is effective for reporting periods on or after
December 15, 2008. An earlier adoption is not permitted. Currently, the Company
does not have any non-controlling interests and accordingly, the adoption of
SFAS 160 is not expected to have a material impact on our financial position,
cash flows or results of operations.
NOTE
C – RELATED PARTY TRANSACTIONS
Loans from
Shareholders/Officers
On August
11, 2008, founder of the Company, Mr. Baoguo Jiang loaned $900.00 to the Company
to setting up the corporation.
On
December 1, 2008, the founder and CEO of the company, Baoguo Jiang, loaned $
23,000 to the company for company operating.
12
YABOO, INC.
NOTES
TO FINANCIAL STATEMENTS
NOTE
C – RELATED PARTY TRANSACTIONS (Continue)
Loans from
Shareholders/Officers (continue)
As of
December 31, 2008, a total of $ 23,900 was loaned from the founder and CEO of
the company.
Common Shares Issued to
Executive and Non-Executive Officers and Directors
As of
December 31, 2008, total 37,800,000 shares were issued to officers and
directors. Please see the Table below for details:
Name
|
Title
|
Share QTY
|
Date
|
% of
Common
Share
|
||||||
Baoguo
Jiang
|
CEO
|
27,800,000 |
8/12/08
|
58.80 | % | |||||
Zhanmin
Gao
|
Secretary
|
5,000,000 |
12/1/08
|
10.58 | % | |||||
Zhongming
Wang
|
Vice
President
|
5,000,000 |
12/1/08
|
10.58 | % | |||||
TOTAL
|
37,800,000 | 79.95 | % |
NOTE
D – SHAREHOLDERS’ EQUITY
Under the
Company’s Articles of Incorporation dated August 11, 2008, the Company is
authorized to issue 500,000,000 shares of capital stock with a par value of
$0.001.
On August
11, 2008, the Company was incorporated in the State of Nevada.
On August
12, 2008, the Company issued 500,000 shares to the founders of the Company,
Baoguo Jiang at $0.001 per share or $ 500 for common stock (stock subscription
receivable).
On August
31, 2008, the Company issued total 27,400,000 shares to the founder and CEO of
the company, Baoguo Jiang, at $0.005 per share or $ 137,000 for common stock
(stock subscription receivable).
On
October 30, 2008, the Company issued total 16,000,000 shares to the founder and
CEO of the company, Baoguo Jiang, at $0.01 per share or $ 160,000 for common
stock (stock subscription receivable).
13
YABOO, INC.
NOTES
TO FINANCIAL STATEMENTS
NOTE
D – SHAREHOLDERS’ EQUITY (Continue)
On
December 1, 2008, the founder and CEO of the company, Baoguo Jiang, transferred
16,100,000 of his share as gift to 5 individual. Detail list as
follow:
Name
|
Transfer Date
|
Shares QTY
|
||||
Zhanmin
Gao
|
12/1/2008
|
5,000,000 | ||||
Zhongming
Wang
|
12/1/2008
|
5,000,000 | ||||
Jianhua
Li
|
12/1/2008
|
6,000,000 | ||||
Xinwei
Shi
|
12/1/2008
|
50,000 | ||||
Lijun
Jia
|
12/1/2008
|
50,000 | ||||
Total
|
16,100,000 |
On
December 31, 2008, additional 3,142,000 shares were issued to 52 shareholders at
$ 0.05 per share or $ 157,100 for common stocks. Detail as follow:
Name
|
Share QTY
|
Purchase
Date
|
Amount ($0.05)
Per Share
|
Total
Shares
|
|||||||||
Zhiling
Yan
|
20,000 |
12/9/08
|
$ | 1,000.00 | 20,000 | ||||||||
Wenquan
Li
|
1,000,000 |
12/10/08
|
$ | 50,000.00 | 1,000,000 | ||||||||
Chunming
Shen
|
60,000 |
12/10/08
|
$ | 3,000.00 | 60,000 | ||||||||
Jing
Yan
|
20,000 |
12/11/08
|
$ | 1,000.00 | 20,000 | ||||||||
Xiaoyan
Gao
|
20,000 |
12/12/08
|
$ | 1,000.00 | 20,000 | ||||||||
Meijuan
Li
|
60,000 |
12/12/08
|
$ | 3,000.00 | 60,000 | ||||||||
Meilan
Cong
|
40,000 |
12/12/08
|
$ | 2,000.00 | 40,000 | ||||||||
Yu
Yan
|
20,000 |
12/12/08
|
$ | 1,000.00 | 20,000 | ||||||||
Xiaomeng
Lv
|
20,000 |
12/12/08
|
$ | 1,000.00 | 20,000 | ||||||||
Lei
Yang
|
20,000 |
12/12/08
|
$ | 1,000.00 | 20,000 | ||||||||
Xueqin
Chen
|
20,000 |
12/12/08
|
$ | 1,000.00 | 20,000 | ||||||||
Chanlong
Ju
|
20,000 |
12/12/08
|
$ | 1,000.00 | 20,000 | ||||||||
Shilan
Dai
|
20,000 |
12/12/08
|
$ | 1,000.00 | 20,000 | ||||||||
Lan
Dong
|
40,000 |
12/15/08
|
$ | 2,000.00 | 40,000 | ||||||||
Haosheng
Dong
|
20,000 |
12/15/08
|
$ | 1,000.00 | 20,000 | ||||||||
Linyan
Yan
|
20,000 |
12/15/08
|
$ | 1,000.00 | 20,000 |
14
YABOO, INC.
NOTES
TO FINANCIAL STATEMENTS
NOTE
D – SHAREHOLDERS’ EQUITY (Continue)
Name
|
Share QTY
|
Purchase
Date
|
Amount ($0.05)
Per Share
|
Total
Shares
|
|||||||||
Guohua
Mao
|
20,000 |
12/16/08
|
$ | 1,000.00 | 20,000 | ||||||||
Fangzhou
Mao
|
20,000 |
12/16/08
|
$ | 1,000.00 | 20,000 | ||||||||
Gang
Zhao
|
20,000 |
12/16/08
|
$ | 1,000.00 | 20,000 | ||||||||
Bing
Dong
|
20,000 |
12/17/08
|
$ | 1,000.00 | 20,000 | ||||||||
Shaofeng
Qu
|
20,000 |
12/18/08
|
$ | 1,000.00 | 20,000 | ||||||||
Supin
Wang
|
20,000 |
12/18/08
|
$ | 1,000.00 | 20,000 | ||||||||
Yanqiu
Qu
|
20,000 |
12/18/08
|
$ | 1,000.00 | 20,000 | ||||||||
Zhiyin
Cao
|
20,000 |
12/18/08
|
$ | 1,000.00 | 20,000 | ||||||||
Peiqin
Yu
|
20,000 |
12/18/08
|
$ | 1,000.00 | 20,000 | ||||||||
Jixiang
Shun
|
20,000 |
12/18/08
|
$ | 1,000.00 | 20,000 | ||||||||
Lianzi
Fu
|
20,000 |
12/18/08
|
$ | 1,000.00 | 20,000 | ||||||||
Xiaosong
Dong
|
20,000 |
12/18/08
|
$ | 1,000.00 | 20,000 | ||||||||
Qing
Zhao
|
20,000 |
12/18/08
|
$ | 1,000.00 | 20,000 | ||||||||
Tian
Yan
|
60,000 |
12/19/08
|
$ | 3,000.00 | 60,000 | ||||||||
Jinbao
Liang
|
60,000 |
12/19/08
|
$ | 3,000.00 | 60,000 | ||||||||
Xiujie
Han
|
60,000 |
12/21/08
|
$ | 3,000.00 | 60,000 | ||||||||
Xianqi
Chen
|
20,000 |
12/21/08
|
$ | 1,000.00 | 20,000 | ||||||||
Ailing
Zhu
|
20,000 |
12/22/08
|
$ | 1,000.00 | 20,000 | ||||||||
Ruomin
Wang
|
20,000 |
12/22/08
|
$ | 1,000.00 | 20,000 | ||||||||
Yanping
Wei
|
40,000 |
12/22/08
|
$ | 2,000.00 | 40,000 | ||||||||
Qiang
Xu
|
100,000 |
12/23/08
|
$ | 5,000.00 | 100,000 | ||||||||
Xingyi
Li
|
140,000 |
12/23/08
|
$ | 7,000.00 | 140,000 | ||||||||
Fengqing
Huang
|
60,000 |
12/23/08
|
$ | 3,000.00 | 60,000 | ||||||||
Chunling
Bi
|
22,000 |
12/23/08
|
$ | 1,100.00 | 22,000 | ||||||||
Huisen
Lu
|
100,000 |
12/23/08
|
$ | 5,000.00 | 100,000 | ||||||||
Sherman
Tong
|
100,000 |
12/23/08
|
$ | 5,000.00 | 100,000 | ||||||||
Baocai
Jiang
|
60,000 |
12/23/08
|
$ | 3,000.00 | 60,000 | ||||||||
Baoku
Jiang
|
20,000 |
12/23/08
|
$ | 1,000.00 | 20,000 | ||||||||
Guilan
Yu
|
20,000 |
12/23/08
|
$ | 1,000.00 | 20,000 | ||||||||
Baofu
Jiang
|
20,000 |
12/23/08
|
$ | 1,000.00 | 20,000 | ||||||||
Shuhong
Cheng
|
20,000 |
12/23/08
|
$ | 1,000.00 | 20,000 | ||||||||
Guiping
Su
|
20,000 |
12/26/08
|
$ | 1,000.00 | 20,000 | ||||||||
Jishan
Dong
|
100,000 |
12/26/08
|
$ | 5,000.00 | 100,000 | ||||||||
Baoxia
Jiang
|
200,000 |
12/30/08
|
$ | 10,000.00 | 200,000 | ||||||||
Yu
Xia
|
100,000 |
12/30/08
|
$ | 5,000.00 | 100,000 | ||||||||
Limin
Dai
|
100,000 |
12/31/08
|
$ | 5,000.00 | 100,000 | ||||||||
Total
|
3,142,000 |
12/31/08
|
157,100 | 3,142,000 |
15
YABOO, INC.
NOTES
TO FINANCIAL STATEMENTS
NOTE
D – SHAREHOLDERS’ EQUITY (Continue)
On
December 31, 2008, 236,000 shares were issued to Williams Law Group at $ 0.05
per share for the legal service value $ 11,800.
As of
December 31, 2008, the total 47,278,000 shares were issued and
outstanding.
Stock Subscription
Receivable – Officers / Shareholders
At
October 31, 2008, the Company had receivables from its founding stockholder
Baoguo Jiang aggregating $500 for the purchase of the Company common
stock.
At
December 1, 2008, the Company had receivable from its founding shareholder
Baoguo Jiang aggregating $ 297,000 for the purchase of the Company common
stock.
As of
December 31, 2008, the Company had outstanding stock subscription receivable of
$5,000 due from its 1 shareholder, Limin Dai, for the purchase of the Company
common stock.
Date
|
Description of Stock Subscription Receivable
|
Amount
|
||||
08/12/2008
|
Issue
500,000 share at par per share to Baoguo Jiang
|
$ | 500 | |||
08/31/2008
|
Issue
137,000 share at 0.005 per share to Baoguo Jiang
|
$ | 137,000 | |||
10/30/2008
|
Receive
the amount for the share issue in 8/12/08
|
$ | (500 | ) | ||
10/31/2008
|
Issue
160,000 share at 0.01 per share to Baoguo Jiang
|
$ | 160,000 | |||
12/01/2008
|
Receive
the amount for the share issue in 8/31/08 & 10/31/08
|
$ | (297,000 | ) | ||
12/31/2008
|
Issue
100,000 share at 0.05 per share to Limin Dai
|
$ | 5,000 | |||
12/31/2008
|
Total
Stock Subscription Receivable
|
$ | 5,000 |
The
outstanding balances were due on demand. All receivables were subsequently paid
in full in March 2009.
NOTE
E – SUBSEQUENT EVENTS
The loan
amount of $ 900 from the Company’s Executive officers and shareholders Baoguo
Jiang for initial setting up the company was paid back on March
2009.
The
outstanding stock subscription receivable of $5,000 from its 1 shareholder,
Limin Dai, was received in full in March 2009.
16
YABOO, INC.
NOTES
TO FINANCIAL STATEMENTS
NOTE
F – GOING CONCERN
As shown
in the accompanying financial statements which have been prepared in conformity
with accounting principles generally accepted in the United States of America,
which contemplates continuation of the Company as a going concern, the Company
has incurred operating losses of $ 13,275 for the period August 11, 2008 (date
of inception) through December 31, 2008. The Company has not recorded any
revenues and is considered to be a development stage company.
There is
no guarantee that the Company will be able to raise enough capital or generate
revenues to sustain its operations and carry out its business
plan. These conditions raise substantial doubt about the Company’s
ability to continue as a going concern.
The
financial statements do not include any adjustments relating to the carrying
amounts of recorded assets or the carrying amounts and classification of
recorded liabilities that may be required should the Company be unable to
continue as a going concern.
The
Company’s lack of operating history and financial resources raise substantial
doubt about its ability to continue as a going concern. The financial
statements do not include adjustments that might result from the outcome of this
uncertainty and if the Company is unable to generate significant revenue or
secure financing, then the Company may be required to cease or curtail its
operations.
17
Interim
Financial Statements
Yaboo,
Inc
Nine
Months Ended September 30, 2009 and 2008
Contents
Financial
Statement (Unaudited)
|
|
Consolidated
Balance Sheet
|
20
|
Consolidated
Statement of Loss
|
21
|
Consolidated
Statement of Shareholders Equity
|
22
|
Consolidated
Statement of Cash Flows
|
23
|
Notes
to Consolidated Financial Statements
|
24
|
18
YABOO,
INC
(A
Development Stage Enterprise)
CONSOLIDATED
BALANCE SHEET
September 30
|
December 31
|
|||||||
2009
|
2008
|
|||||||
|
Unaudited
|
|||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 76,616 | $ | 472,025 | ||||
Accounts
Receivable, net
|
- | - | ||||||
Total
Current Assets
|
$ | 76,616 | $ | 472,025 | ||||
Other
current assets:
|
||||||||
Prepaid
Rent
|
24,409 | - | ||||||
Prepaid
Expenses
|
123,775 | - | ||||||
Loans
to Qilin Bay
|
184,615 | - | ||||||
Stock
Subscription Receivable
|
- | 5,000 | ||||||
Total
Other Current Assets
|
$ | 332,799 | $ | 5,000 | ||||
TOTAL
ASSETS
|
$ | 409,415 | $ | 477,025 | ||||
LIABILITIES
& EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Loan
from shareholders
|
23,000 | 23,900 | ||||||
Total
current liabilities
|
$ | 23,000 | $ | 23,900 | ||||
Total
Liabilities
|
$ | 23,000 | $ | 23,900 | ||||
Stockholders'
Equity:
|
||||||||
Common
stock, $0.001 par value; 500,000,000 shares authorized; 47,278,000 shares
issued and outstanding.
|
$ | 47,278 | $ | 47,278 | ||||
Paid-in
capital
|
$ | 419,122 | $ | 419,122 | ||||
Deficit
accumulated during the development stage
|
(79,769 | ) | (13,275 | ) | ||||
Accumulated
other comprehensive loss
|
(216 | ) | - | |||||
Total
Stockholders' Equity
|
$ | 386,415 | $ | 453,125 | ||||
TOTAL
LIABILITIES & EQUITY
|
$ | 409,415 | $ | 477,025 |
19
YABOO,
INC
(A
Development Stage Enterprise)
CONSOLIDATED
STATEMENT OF LOSS
Cumulative from
|
||||||||||||
Nine Month Ended
|
Nine Month Ended
|
August 11, 2008
|
||||||||||
September 30
|
September 30
|
(Date of Inception) To
|
||||||||||
2009
|
2008
|
September 30, 2009
|
||||||||||
Unaudited
|
Unaudited
|
Unaudited
|
||||||||||
Revenues
|
$ | - | $ | - | $ | - | ||||||
Cost
of Goods Sold
|
- | - | - | |||||||||
Gross
Profit
|
$ | - | $ | - | $ | - | ||||||
Operating
expenses:
|
||||||||||||
Research
and development
|
- | - | - | |||||||||
Selling,
general and administrative expenses
|
67,235 | 634 | 80,821 | |||||||||
Depreciation
and amortization expenses
|
- | - | - | |||||||||
Total
Operating Expenses
|
67,235 | 634 | 80,821 | |||||||||
Operating
Loss
|
$ | (67,235 | ) | $ | (634 | ) | $ | (80,821 | ) | |||
Investment
income, net
|
$ | 774 | $ | - | $ | 1,085 | ||||||
Interest
Expense, net
|
(33 | ) | - | (33 | ) | |||||||
Loss
before income taxes
|
(66,494 | ) | (634 | ) | (79,703 | ) | ||||||
Loss
tax expense
|
- | |||||||||||
Net
loss
|
$ | (66,494 | ) | $ | (634 | ) | $ | (79,703 | ) | |||
Net
loss per common share- Basics
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||
Net
loss per common share- Diluted
|
$ | 0.00 | $ | (0.00 | ) | $ | (0.00 | ) | ||||
Other
comprehensive loss, net of tax:
|
||||||||||||
Foreign
currency translation adjustments
|
(216 | ) | - | (216 | ) | |||||||
Other
comprehensive loss
|
$ | (216 | ) | $ | (216 | ) | ||||||
Comprehensive
Loss
|
$ | (66,710 | ) | $ | (634 | ) | $ | (79,919 | ) |
20
YABOO,
INC
(A
Development Stage Enterprise)
STATEMENT
OF STOCKHOLDERS EQUITY
The
Period August 11, 2008 ( Date of Inception)
through
September 30, 2009
Deficit
|
||||||||||||||||||||||||
Accumulated
|
Accumulated
|
|||||||||||||||||||||||
Additional
|
During the
|
Other
|
Total
|
|||||||||||||||||||||
Common Stock
|
Paid-in
|
Development
|
Comprehensive
|
Stockholders'
|
||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Income (Loss)
|
Equity
|
|||||||||||||||||||
Issuance of common stocks
to shareholders @0.001
per share on August
12, 2008
|
500,000 | $ | 500 | $ | - | $ | 500 | |||||||||||||||||
|
||||||||||||||||||||||||
Issuance of common stocks
to shareholders @0.005
per share on August
31, 2008
|
27,400,000 | $ | 27,400 | $ | 109,600 | $ | 137,000 | |||||||||||||||||
Issuance of common stocks
to shareholders @0.01
per share on October
31, 2008
|
16,000,000 | $ | 16,000 | $ | 144,000 | $ | 160,000 | |||||||||||||||||
Issuance of common stocks
to shareholders @0.05
per share on
December 31, 2008
|
3,142,000 | $ | 3,142 | $ | 153,958 | $ | 157,100 | |||||||||||||||||
Issuance of common stocks
to Williams @0.05 per
share on December
31, 2008
|
236,000 | $ | 236 | $ | 11,564 | $ | 11,800 | |||||||||||||||||
Net loss for the period
ended December 31,
2008
|
$ | (13,275 | ) | $ | (13,275 | ) | ||||||||||||||||||
Balance,
December 31, 2008
|
47,278,000 | $ | 47,278 | $ | 419,122 | $ | (13,275 | ) | $ | - | $ | 453,125 | ||||||||||||
Adjustment for Exchange
rate
changes
|
$ | (216 | ) | $ | (216 | ) | ||||||||||||||||||
Net loss for the period
ended September 30,
2009
|
$ | (66,494 | ) | $ | (66,494 | ) | ||||||||||||||||||
Balance,
September 30, 2009
|
47,278,000 | $ | 47,278 | $ | 419,122 | $ | (79,769 | ) | $ | (216 | ) | $ | 386,415 |
21
YABOO,
INC
(A
Development Stage Enterprise)
CONSOLIDATED
STATEMENT OF CASH FLOWS
Cumulative
from
|
||||||||||||
Nine
Month Ended
|
Nine
Month Ended
|
August
11, 2008
|
||||||||||
September
30
|
September
30
|
(Date
of Inception) To
|
||||||||||
2009
|
2008
|
September 30, 2009
|
||||||||||
Unaudited
|
Unaudited
|
Unaudited
|
||||||||||
Operating
Activities:
|
||||||||||||
Net
loss
|
$ | (66,494 | ) | $ | (634 | ) | $ | (79,769 | ) | |||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
||||||||||||
Non-cash
portion of share based legal fee expense
|
$ | - | $ | - | $ | 11,800 | ||||||
Prepaid
Rent
|
(24,409 | ) | - | (24,409 | ) | |||||||
Prepaid
Expenses
|
(123,775 | ) | - | (123,775 | ) | |||||||
Loans
to Qilin Bay
|
(184,615 | ) | - | (184,615 | ) | |||||||
Loan
from shareholders/officers
|
(900 | ) | - | 23,000 | ||||||||
Net
cash provided by operating activities
|
$ | (400,193 | ) | $ | (634 | ) | $ | (377,768 | ) | |||
Investing
Activities:
|
||||||||||||
Net
cash provided by investing activities
|
$ | - | $ | - | $ | - | ||||||
Financing
Activities:
|
||||||||||||
Proceeds
from issuance of common stock
|
5,000 | - | 454,600 | |||||||||
Net
cash provided by financing activities
|
$ | 5,000 | $ | - | $ | 454,600 | ||||||
Effect
of Exchange Rate on Cash
|
$ | (216 | ) | $ | (216 | ) | ||||||
Net
increase (decrease) in cash and cash equivalents
|
$ | (395,409 | ) | $ | (634 | ) | $ | 76,616 | ||||
Cash
and cash equivalents at beginning of the year
|
$ | 472,025 | $ | - | $ | - | ||||||
Cash
and cash equivalents at end of year
|
$ | 76,616 | $ | (634 | ) | $ | 76,616 | |||||
Supplemental
schedule of non-cash investing and financing activities:
|
||||||||||||
Common
stock issued pursuant to stock subscription receivable -officer (Note D)
|
$ | (5,000 | ) | $ | 137,500 | $ | - |
22
YABOO,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE
A- BUSINESS DESCRIPTION
Yaboo,
Inc. (the “Company”), incorporated under the laws of Nevada on August 11, 2008,
with registered address at 1955 Baring Blvd, Sparks, NV 89434. Yaboo,
Inc. operates its business in the U.S. and wholly owned branch located in
the State of Illinois and has principal office at, 70 W Madison ST, STE 1400,
Chicago, IL 60602.
In
addition to our U.S. operation, Yaboo, Inc established and registered a
subsidiary in China on April 17, 2009; Yaboo Agriculture (Taizgou) co, Ltd, the
subsidiary, is located at Hailing Modern Agricultural Demonstration Zone,
Hailing District, TaiZhou City, Jiangsu Province, People’s Republic of China, to
conduct and operate the business.
Yaboo,
Inc. is headquartered in, 70 W Madison ST, STE 1400, Chicago, IL 60602,
USA.
Yaboo,
Inc operates in the business of green ecological restaurant. The green
ecological restaurant comprises the operating activities of restaurants owned or
operated by the Company. In October 2009, Yaboo Agriculture (Taizgou) Co,
Ltd. acquired the 100% ownership of a Chinese company, Qilin Bay Ecological
Restaurant Co., Ltd. (“Qilin Bay”), owned by Taizhou Sunny Agricultural
Development Co., Ltd. Taizhou Sunny Agricultural Development Co., Ltd. was 100%
owned and operated by local district government, Hailing Modern Agricultural
Demonstration Zone Administration Office. Yaboo Agriculture (Taizhou) Co., Ltd.
paid cash of $146,455 to Taizhou Sunny Agricultural Development Co., Ltd., for
the 100% ownership of Qilin Bay.
Qilin Bay
Ecological Restaurant Co., Ltd. (“Qilin Bay”), was incorporated on July 16, 2008
by Taizhou Sunny Agricultural Development Co., Ltd. to operate a specialty
ecological restaurant located in North Jiangzhou Road, Hailing Modern
Agriculture Demonstration Zone, Hailing District, Taizhou City, Jiangsu
Province, China. After acquisition of Qilin Bay by Yaboo Agriculture (Taizhou)
Co., Ltd., Qilin Bay will continue to operate its ecological specialty
restaurant at the same location.
Development Stage
Company
The
Company is considered to be in the development stage as defined in Statement of
Financial Accounting Standards (SFAS) No. 7, “Accounting and Reporting by
Development Stage
Enterprises”. The Company has devoted substantially all of its efforts to
the corporate formation, the raising of capital and attempting to secure
environmental remediation contracts.
23
YABOO,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Going Concern and Plan of
Operation
The
Company's financial statements have been presented on the basis that it is a
going concern, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company is in the
development stage and has not earned any revenues from operations to date. These
conditions raise substantial doubt about its ability to continue as a going
concern. These financial statements do not include any adjustments to the
recoverability and classification of recorded asset amounts and classification
of liabilities that might be necessary should the Company be unable to continue
as a going concern.
NOTE
B – SIGNIFICANT ACCOUNTING POLICIES
At
September 30, 2009 and for the nine months then ended, the consolidated
financial statements reflect the assets, revenues and expenditures of the
Company on the accrued basis of accounting. And the consolidated financial
statements of the Company include the accounts of Yaboo, Inc and Yaboo
Agriculture (TaiZhou) co., Ltd. All significant intercompany balances and
transactions have been eliminated in consolidation.
The
preparation of consolidated financial statements in conformity with generally
accepted accounting principles in the United States of America requires
management to make estimates and assumptions that affect certain amounts
reported in the financial statements and disclosures. Accordingly, actual
results could differ from those estimates.
The
Company has determined the United States dollars to be its functional currency
for Yaboo, Inc; Chinese Yuan dollar and US dollar to be its functional currency
in Yaboo Agriculture (TaiZhou) co., Ltd. Assets and liabilities were translated
to U.S. dollars at the period-end exchange rate. Statement of operations amounts
were translated to U.S. dollars using the first date of each month during the
year. Gains and losses resulting from translating foreign currency financial
statements are accumulated in other comprehensive income (loss), a separate
component of shareholders’ equity.
Cash and Cash
Equivalents
The
Company considers all highly-liquid investments with an original maturity of
three months or less when purchased to be cash equivalents. As of September 30,
2009, there’s $ 76,616 cash and cash equivalents.
24
YABOO,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Organization Cost and
Amortization
The
Company incurred organization cost for setting up Yaboo Agriculture (TaiZhou)
co., Ltd. in China, and the subsidiary was incorporated on April 17, 2009, the
cost was $2,027, which was fully expensed as September 30, 2009.
Property, Plant, and
Equipment Depreciation
Property,
plant, and equipment are stated at cost. Depreciation is being provided
principally by straight line methods over the estimated useful lives of the
assets. As of September 30, 2009, there were no fixed assets in the Company’s
balance sheets.
Prepaid
Rent
In
September 2009, Yaboo Agriculture (TaiZhou) co., Ltd entered into a leasing
agreement with Taizhou Sunny Agricultural Development co., Ltd for leasing the
Qilin Village staff dormitory and cafeteria from September 1, 2009 to August 31,
2014, and provide for renewal options. At the date the agreement is signed,
Yaboo Agriculture (TaiZhou) co., Ltd had to be paid $ 24,409 as a down payment
or prepaid rent to Taizhou Sunny Agricultural Development co., Ltd in order to
make the agreement in effect.
As of
September 30, 2009, the Company prepaid $ 24,409 for rent expense.
Prepaid
Expenses
As of
September 30, 2009, the Company prepaid $ 123,775 for improvement and materials
expenses for preparing the restaurant’s grand opening in October
2009.
Loan to Qilin
Bay
As of
September 30, 2009, the Company loan $ 184,615 to Qilin Bay for business getting
start in the 4th quarter
of 2009.
25
YABOO,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Concentration of credit
risk
The
Company maintains its cash in bank accounts which, at times, may exceed the
federally insured limits. The Company has not experienced any losses in such
accounts and believes it is not exposed to any significant credit risk on
cash.
Stock-Based
Compensation
The
Company accounts for stock issued for services using the fair value method. In
accordance with Emerging Issues Task Force (“EITF”) 96-98, the measurement date
of shares issued for services is the date at which the counterparty’s
performance is complete.
Net Loss Per Common
Share
The
Company computes per share amounts in accordance with SFAS No. 128, “Earnings
per Share”. SFAS No. 128 requires presentation of basis and diluted EPS. Basic
EPS is computed by dividing the income (loss) available to Common Shareholders
by the weighted-average number of common shares outstanding for the period.
Diluted EPS is based on the weighted-average number of shares of common stock
and common stock equivalents outstanding during the periods.
The
Company only issued one type of shares, i.e., common shares only.
As of
September 30, 2009, there are no other types securities were issued.
Accordingly, the diluted and basics net loss per common share are the
same.
Payroll
Expenses
The
Company established a subsidiary in China in April 17, 2009, Yaboo Agriculture
(TaiZhou) co., Ltd has five employees to take care of daily management,
marketing, and administrative activities for the Company. The total payroll
expense from April 2009 to September 2009 was $ 15,009. There was no payroll
expense incurred in USA.
26
YABOO,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Operating
Expenses
At the
nine month period ended of 2009 and 2008, there was a total of $ 67,235 and $
634 operating expenses of the Company respectively. Comparable detail as
below:
September 30
|
September 30
|
|||||||
Expense
|
2009
|
2008
|
||||||
Automobile
Expense
|
||||||||
Gasoline
|
1,395.43 | 0.00 | ||||||
Repair
& Maintenance
|
80.55 | 0.00 | ||||||
Toll
& Parking
|
236.96 | 0.00 | ||||||
Total
Automobile Expense
|
1,712.94 | 0.00 | ||||||
Bank
Service Charges
|
103.00 | 0.00 | ||||||
Business
License and Permit
|
216.00 | 0.00 | ||||||
Dues
and Subscription Fee
|
0.00 | 0.00 | ||||||
Meals
and Entertainment
|
9,660.60 | 0.00 | ||||||
Office
Supplies
|
587.47 | 0.00 | ||||||
Organization
Cost
|
2,027.25 | 634.00 | ||||||
Payroll
Expenses
|
||||||||
Income
Tax Withheld
|
401.58 | 0.00 | ||||||
Net
Wages
|
12,950.83 | 0.00 | ||||||
Social
Insurance
|
1,656.56 | 0.00 | ||||||
Total
Payroll Expenses
|
15,008.97 | 0.00 | ||||||
Postage
and Shipping Expense
|
2,318.51 | 0.00 | ||||||
Professional
Fees
|
||||||||
Auditing
Fee
|
10,500.00 | 0.00 | ||||||
Legal
Fee
|
12,000.00 | 0.00 | ||||||
Total
Professional Fees
|
22,500.00 | 0.00 | ||||||
Rent
Expense
|
4,881.86 | 0.00 | ||||||
Repairs
and Maintenance
|
593.96 | 0.00 | ||||||
Telephone
Expense
|
1,558.70 | 0.00 | ||||||
Travel
Expense
|
||||||||
Airfares
|
4,215.34 | 0.00 | ||||||
Hotels
|
1,489.91 | 0.00 | ||||||
Transportations
|
360.27 | 0.00 | ||||||
Total
Travel Expense
|
6,065.52 | 0.00 | ||||||
Total
Expense
|
67,234.78 | 634.00 |
27
YABOO,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting
Pronouncements
The
Financial Accounting Standards Board (“FASB”) has recently issued several new
accounting pronouncements, which may apply, to the Company at present, or in the
proceeding months as operations expand.
In July
2006, the FASB issued Financial Interpretation No. 48, “Accounting for
Uncertainty in Income Taxes-an interpretation of FASB Statement No. 109” (“FIN
48”), and supplemented by FASB Financial Staff Position FIN 48-1, Definition of
Settlement in FASB Interpretation No. 48, issued May 2, 2007. FIN 48 specifies
how tax benefits for uncertain tax positions are to be recognized, measured, and
derecognized in financial statements; requires certain disclosures of uncertain
tax matters; specifies how reserves for uncertain tax positions should be
classified on the balance sheet; and provides transition and interim period
guidance, among other provisions. FIN 48 is effective for fiscal years beginning
after December 15, 2006 and as a result, is effective for the Company in the
fiscal year 2008.
In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS
157”). SFAS 157 defines fair value, establishes a framework for using fair value
assets and liabilities, and expends disclosures about fair value measurements.
This statement applies whenever other statements require or permit assets or
liabilities to be measured at fair value. SFAS 157 is effective for fiscal years
beginning after November 15, 2007. The management believes that there is no
material impact on its consolidated results of operations, cash flows, and
financial position.
In
September 2006, the Securities and Exchange Commission (“SEC”) issued Staff
Accounting Bulletin (“SAB”) No. 108, Quantifying Financial Misstatements (“SAB
108”), which expresses the Staff’s views regarding the process of quantifying
financial statement misstatements. Registrants are required to quantify the
impact of correcting all misstatements, including both carryover and reversing
effects of prior year misstatements, on the current year financial statements.
The financial statements would require adjustment when either approach results
in quantifying a misstatement that is material, after considering all relevant
quantitative and qualitative factors. SAB 108 is effective for financial
statements covering the first fiscal year ending after November 15, 2006. The
management believes that there is no material impact on its consolidated results
of operations, cash flows, and financial position.
28
YABOO,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE
B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting
Pronouncements (Continued)
In
December 2007, the SEC issued Staff Accounting Bulletin (“SAB”) 110 Share-Based
Payment. SAB 110 amends and replaces Question 6 of Section D.2 of Topic 14,
“Share-Based Payment,” of the Staff Accounting Bulletin series. Question 6 of
Section D.2 of Topic 14 expresses the views of the staff regarding the use of
the “simplified” method in developing an estimate of the expected term of “plain
vanilla” share options and allows usage of the “simplified” method for share
option grants prior to December 31, 2007. SAB 110 allows public companies which
do not have historically sufficient experience to provide a reasonable estimate
to continue use of the “simplified” method for estimating the expected term of
“plain vanilla” share option grants after December 31, 2007. SAB 110 is
effective January 1, 2008 which the Company adopted upon its inception. The
Company currently uses the “simplified” method to estimate the expected term for
share option grants to employees as it does not have enough historical
experience to provide a reasonable estimate. The Company will continue to use
the “simplified” method until it has enough historical experience to provide a
reasonable estimate of expected term in accordance with SAB 110. The Company
does not expect SAB 110 will have a material impact on its balance sheet,
statement of operations and cash flows.
In
December 2007, the Financial Accounting Standards Board (“FASB”) issued
Statement No. 141R, Business Combinations. Statement No. 141R modifies the
accounting and disclosure requirements for business combinations and broadens
the scope of the previous standard to apply to all transactions in which one
entity obtains control over another business.
In
December 2007, the FASB issued SFAS No. 160 Non-controlling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51, this Statement
amends Accounting Research Bulletin No. 51, “Consolidated Financial Statements”
to establish accounting and reporting standards for the non-controlling interest
in a subsidiary
and for the deconsolidation of a subsidiary. SFAS 160 is required to be adopted
simultaneously with SFAS 141R and is effective for reporting periods on or after
December 15, 2008. An earlier adoption is not permitted. Currently, the Company
does not have any non-controlling interests and accordingly, the adoption of
SFAS 160 is not expected to have a material impact on our financial position,
cash flows or results of operations.
29
YABOO,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE
C – RELATED PARTY TRANSACTIONS
Loans from
Shareholders/Officers
On August
11, 2008, founder of the Company, Mr. Baoguo Jiang loaned $900.00 to the Company
to setting up the corporation.
On
December 1, 2008, the founder and CEO of the company, Baoguo Jiang, loaned $
23,000 to the company for company operating.
On March
2009, the company returned $ 900 to Baoguo Jiang for the US corporation initial
set up cost.
As of
September 30, 2009, a total of $ 23,000 was loaned from the founder and CEO of
the company.
Common Shares Issued to
Executive and Non-Executive Officers and Directors
As of
September 30, 2009, total 37,800,000 shares were issued to officers and
directors. Please see the Table below for details:
Name
|
Title
|
Share QTY
|
Date
|
% of
Common
Share
|
|||||||
Baoguo
Jiang
|
CEO
|
27,800,000 |
8/12/08
|
58.80 | % | ||||||
Zhanmin
Gao
|
Secretary
|
5,000,000 |
12/1/08
|
10.58 | % | ||||||
Zhongming
Wang
|
Vice
President
|
5,000,000 |
12/1/08
|
10.58 | % | ||||||
TOTAL
|
37,800,000 | 79.95 | % |
NOTE
D – SHAREHOLDERS’ EQUITY
Under the
Company’s Articles of Incorporation dated August 11, 2008, the Company is
authorized to issue 500,000,000 shares of capital stock with a par value of
$0.001.
On August
11, 2008, the Company was incorporated in the State of Nevada.
On August
12, 2008, the Company issued 500,000 shares to the founders of the Company,
Baoguo Jiang at $0.001 per share or $ 500 for common stock (stock subscription
receivable).
30
YABOO,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE
D – SHAREHOLDERS’ EQUITY (Continue)
On August
31, 2008, the Company issued total 27,400,000 shares to the founder and CEO of
the company, Baoguo Jiang, at $0.005 per share or $ 137,000 for common stock
(stock subscription receivable).
On
October 30, 2008, the Company issued total 16,000,000 shares to the founder and
CEO of the company, Baoguo Jiang, at $0.01 per share or $ 160,000 for common
stock (stock subscription receivable).
On
December 1, 2008, the founder and CEO of the company, Baoguo Jiang, transferred
16,100,000 of his share as gift to 5 individual.
On
December 31, 2008, additional 3,142,000 shares were issued to 52 shareholders at
$ 0.05 per share or $ 157,100 for common stocks.
On
December 31, 2008, 236,000 shares were issued to Williams Law Group at $ 0.05
per share for the legal service value $ 11,800.
As of
September 30, 2009, the total 47,278,000 shares were issued and
outstanding.
Stock Subscription
Receivable – Officers / Shareholders
At
October 31, 2008, the Company had receivables from its founding stockholder
Baoguo Jiang aggregating $500 for the purchase of the Company common
stock.
At
December 1, 2008, the Company had receivable from its founding shareholder
Baoguo Jiang aggregating $ 297,000 for the purchase of the Company common
stock.
At March
31, 2009, the Company had receivable of $5,000 from its 1 shareholder, Limin
Dai, for the purchase of the Company common stock.
As of
September 30, 2009, there’s no more outstanding balance for stock subscription
receivable.
31
YABOO,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE
E – SUBSEQUENT EVENTS
In
September 2009, Yaboo Agriculture (TaiZhou) co., Ltd entered into a leasing
agreement with Taizhou Sunny Agricultural Development co., Ltd for leasing the
Qilin Village staff dormitory and cafeteria from September 1, 2009 to August 31,
2014, and provide for renewal options for an annual rent of $ 58,608, $ 73,260;
$ 102,564, $ 102,564, and $ 102,564. At the date the agreement is signed, Yaboo
Agriculture (TaiZhou) co., Ltd had to be paid $ 24,409 as a down payment or
prepaid rent to Taizhou Sunny Agricultural Development co., Ltd in order to make
the agreement in effect.
The loan
amount of $ 23,000 from the Company’s Executive officers and shareholders Baoguo
Jiang for company’s operating and marketing expense was paid back on December
2009.
The
company leases an office in Chicago Loop, 70 W Madison St., Suite 1400, Chicago
IL 60602. The lease term is from February 15, 2010 through February 28, 2011 and
requires a $ 219 monthly lease payment.
In
October 2009, Yaboo Agriculture (Taizgou) Co, Ltd. acquired the 100% ownership
of a Chinese restaurant, Qilin Bay Ecological Restaurant Co., Ltd. (“Qilin
Bay”), owned by Taizhou Sunny Agricultural Development Co., Ltd. Taizhou Sunny
Agricultural Development Co., Ltd. was 100% owned and operated by local district
government, Hailing Modern Agricultural Demonstration Zone Administration
Office. Yaboo Agriculture (Taizhou) Co., Ltd. paid cash of $146,455 to Taizhou
Sunny Agricultural Development Co., Ltd., for the 100% ownership of Qilin
Bay.
After
acquisition of the Qilin Bay Ecological Restaurant, the restaurant was remodeled
and started to operate after October 2009. The gross sales revenue
generated through the restaurant was estimated $80,000 as of December 31,
2009. Due to the acquisition and remodeling cost, the net loss was incurred
as of December 31, 2009 for Qilin Bay Restaurant.
NOTE
F – GOING CONCERN
As shown
in the accompanying financial statements which have been prepared in conformity
with accounting principles generally accepted in the United States of America,
which contemplates continuation of the Company as a going concern, the Company
has incurred operating losses of $ 80,821 for the period August 11, 2008 (date
of inception) through September 30, 2009. The Company has not recorded any
revenues and is considered to be a development stage company.
32
YABOO,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTE
F – GOING CONCERN
There is
no guarantee that the Company will be able to raise enough capital or generate
revenues to sustain its operations and carry out its business
plan. These conditions raise substantial doubt about the Company’s
ability to continue as a going concern.
The
financial statements do not include any adjustments relating to the carrying
amounts of recorded assets or the carrying amounts and classification of
recorded liabilities that may be required should the Company be unable to
continue as a going concern.
The
Company’s lack of operating history and financial resources raise substantial
doubt about its ability to continue as a going concern. The financial
statements do not include adjustments that might result from the outcome of this
uncertainty and if the Company is unable to generate significant revenue or
secure financing, then the Company may be required to cease or curtail its
operations.
33
PROSPECTUS
YABOO,
INC.
Dated
_____________, 2010
Selling
shareholders are offering up to 2,502,000 shares of common stock. The
selling shareholders will offer their shares at $0.15 per share until our shares
are quoted on the OTC Bulletin Board and thereafter at prevailing market prices
or privately negotiated prices.
Our
common stock is not now listed on any national securities exchange, the NASDAQ
stock market or the OTC Bulletin Board.
Dealer Prospectus Delivery
Obligation
Until
_________ (90 days from the date of this prospectus) all dealers that effect
transactions in these securities, whether or not participating in this offering,
may be required to deliver a prospectus. This is in addition to the dealers'
obligation to deliver a prospectus when acting as underwriters and with respect
to their unsold allotments or subscriptions.
41
Part
II-INFORMATION NOT REQUIRED IN PROSPECTUS
INDEMNIFICATION
OF OFFICERS AND DIRECTORS
Our
Articles of Incorporation provide that no director or officer of the Company
shall be personally liable to the Company or its stockholders for monetary
damages for any breach of fiduciary duty by such person as a director or
officer, except for the payment of dividends in violation of Nevada law.
Our Bylaws provide, in pertinent part, that the Company shall indemnify
any person made a party to or involved in any civil, criminal or administrative
action, suit or proceeding by reason of the fact that such person is or was a
director or officer of the Company, or of any corporation which such person
served as such at the request of the Company, against expenses reasonably
incurred by, or imposed on, such person in connection with, or resulting from,
the exercise of such action, suit, proceeding or appeal thereon, except with
respect to matters as to which it is adjudged in such action, suit or proceeding
that such person was liable to the Company, or such other corporation, for
negligence or misconduct in the performance of such persons duties as a director
or officer of the Company. The determination of the rights of such
indemnification and the amount thereof may be made, at the option of the person
to be indemnified, by (1) order of the Court or administrative body or agency
having jurisdiction over the matter for which indemnification is being sought;
(2) resolution adopted by a majority of a quorum of our disinterested directors;
(3) if there is no such quorum, resolution adopted by a majority of the
committee of stockholders and disinterested directors of the Company; (4)
resolution adopted by a majority of the quorum of directors entitled to vote at
any meeting; or (5) Order of any Court having jurisdiction over the Company.
Such right of indemnification is not exclusive of any other right which
such director or officer may have, and without limiting the generality of such
statement, they are entitled to their respective rights of indemnification under
any bylaws, agreement, vote of stockholders, provision of law, or otherwise in
addition to their rights under our Bylaws.
With
regard to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Securities Act of 1933, as amended,
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by us of expenses incurred or
paid by a director, officer or controlling person of the Corporation 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, we will, unless in the opinion of our counsel the matter has been
settled by a controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by us is against
public policy as expressed in the Securities Act of 1933, as amended, and will
be governed by the final adjudication of such case.
OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION
The
following table is an itemization of all expenses, without consideration to
future contingencies, incurred or expected to be incurred by us in connection
with the issuance and distribution of the securities being offered by this
prospectus. Items marked with an asterisk (*) represent estimated expenses. We
have agreed to pay all the costs and expenses of this offering. Selling security
holders will pay no offering expenses.
42
ITEM
|
AMOUNT
|
|||
SEC
Registration Fee*
|
$ | 25 | ||
Legal
Fees and Expenses
|
50,000 | |||
Accounting
Fees and Expenses*
|
50,000 | |||
Total*
|
$ | 100,025 |
*
Estimated Figure
RECENT
SALES OF UNREGISTERED SECURITIES
On August
12, 2008, the Company issued 500,000 shares to the founders of the Company,
Baoguo Jiang at $0.001 per share or $ 500 for common stock (stock subscription
receivable).
On August
31, 2008, the Company issued total 27,400,000 shares to the founder and CEO of
the company, Baoguo Jiang, at $0.005 per share or $ 137,000 for common stock
(stock subscription receivable).
On
October 30, 2008, the Company issued total 16,000,000 shares to the founder and
CEO of the company, Baoguo Jiang, at $0.01 per share or $ 160,000 for common
stock (stock subscription receivable).
On
December 1, 2008, the founder and CEO of the company, Baoguo Jiang, transferred
16,100,000 of his share as gift to 5 individual. Detail list as
follow:
Name
|
Transfer Date
|
Shares
QTY
|
||||
Zhanmin
Gao
|
12/1/2008
|
5,000,000 | ||||
Zhongming
Wang
|
12/1/2008
|
5,000,000 | ||||
Jianhua
Li
|
12/1/2008
|
6,000,000 | ||||
Xinwei
Shi
|
12/1/2008
|
50,000 | ||||
Lijun
Jia
|
12/1/2008
|
50,000 | ||||
Total
|
16,100,000 |
On
December 31, 2008, additional 3,142,000 shares were issued to 52 shareholders at
$ 0.05 per share or $ 157,100 for common stocks. Detail as
follow:
43
Name
|
Share QTY
|
Purchase
Date
|
Amount
($0.05) Per
Share
|
Total
Shares
|
|||||||||
Zhiling
Yan
|
20,000 |
12/9/08
|
$ | 1,000.00 | 20,000 | ||||||||
Wenquan
Li
|
1,000,000 |
12/10/08
|
$ | 50,000.00 | 1,000,000 | ||||||||
Chunming
Shen
|
60,000 |
12/10/08
|
$ | 3,000.00 | 60,000 | ||||||||
Jing
Yan
|
20,000 |
12/11/08
|
$ | 1,000.00 | 20,000 | ||||||||
Xiaoyan
Gao
|
20,000 |
12/12/08
|
$ | 1,000.00 | 20,000 | ||||||||
Meijuan
Li
|
60,000 |
12/12/08
|
$ | 3,000.00 | 60,000 | ||||||||
Meilan
Cong
|
40,000 |
12/12/08
|
$ | 2,000.00 | 40,000 | ||||||||
Yu
Yan
|
20,000 |
12/12/08
|
$ | 1,000.00 | 20,000 | ||||||||
Xiaomeng
Lv
|
20,000 |
12/12/08
|
$ | 1,000.00 | 20,000 | ||||||||
Lei
Yang
|
20,000 |
12/12/08
|
$ | 1,000.00 | 20,000 | ||||||||
Xueqin
Chen
|
20,000 |
12/12/08
|
$ | 1,000.00 | 20,000 | ||||||||
Chanlong
Ju
|
20,000 |
12/12/08
|
$ | 1,000.00 | 20,000 | ||||||||
Shilan
Dai
|
20,000 |
12/12/08
|
$ | 1,000.00 | 20,000 | ||||||||
Lan
Dong
|
40,000 |
12/15/08
|
$ | 2,000.00 | 40,000 | ||||||||
Haosheng
Dong
|
20,000 |
12/15/08
|
$ | 1,000.00 | 20,000 | ||||||||
Linyan
Yan
|
20,000 |
12/15/08
|
$ | 1,000.00 | 20,000 | ||||||||
Guohua
Mao
|
20,000 |
12/16/08
|
$ | 1,000.00 | 20,000 | ||||||||
Fangzhou
Mao
|
20,000 |
12/16/08
|
$ | 1,000.00 | 20,000 | ||||||||
Gang
Zhao
|
20,000 |
12/16/08
|
$ | 1,000.00 | 20,000 | ||||||||
Bing
Dong
|
20,000 |
12/17/08
|
$ | 1,000.00 | 20,000 | ||||||||
Shaofeng
Qu
|
20,000 |
12/18/08
|
$ | 1,000.00 | 20,000 | ||||||||
Supin
Wang
|
20,000 |
12/18/08
|
$ | 1,000.00 | 20,000 | ||||||||
Yanqiu
Qu
|
20,000 |
12/18/08
|
$ | 1,000.00 | 20,000 | ||||||||
Zhiyin
Cao
|
20,000 |
12/18/08
|
$ | 1,000.00 | 20,000 | ||||||||
Peiqin
Yu
|
20,000 |
12/18/08
|
$ | 1,000.00 | 20,000 | ||||||||
Jixiang
Shun
|
20,000 |
12/18/08
|
$ | 1,000.00 | 20,000 | ||||||||
Lianzi
Fu
|
20,000 |
12/18/08
|
$ | 1,000.00 | 20,000 | ||||||||
Xiaosong
Dong
|
20,000 |
12/18/08
|
$ | 1,000.00 | 20,000 | ||||||||
Qing
Zhao
|
20,000 |
12/18/08
|
$ | 1,000.00 | 20,000 | ||||||||
Tian
Yan
|
60,000 |
12/19/08
|
$ | 3,000.00 | 60,000 | ||||||||
Jinbao
Liang
|
60,000 |
12/19/08
|
$ | 3,000.00 | 60,000 | ||||||||
Xiujie
Han
|
60,000 |
12/21/08
|
$ | 3,000.00 | 60,000 | ||||||||
Xianqi
Chen
|
20,000 |
12/21/08
|
$ | 1,000.00 | 20,000 | ||||||||
Ailing
Zhu
|
20,000 |
12/22/08
|
$ | 1,000.00 | 20,000 | ||||||||
Ruomin
Wang
|
20,000 |
12/22/08
|
$ | 1,000.00 | 20,000 | ||||||||
Yanping
Wei
|
40,000 |
12/22/08
|
$ | 2,000.00 | 40,000 | ||||||||
Qiang
Xu
|
100,000 |
12/23/08
|
$ | 5,000.00 | 100,000 | ||||||||
Xingyi
Li
|
140,000 |
12/23/08
|
$ | 7,000.00 | 140,000 | ||||||||
Fengqing
Huang
|
60,000 |
12/23/08
|
$ | 3,000.00 | 60,000 | ||||||||
Chunling
Bi
|
22,000 |
12/23/08
|
$ | 1,100.00 | 22,000 | ||||||||
Huisen
Lu
|
100,000 |
12/23/08
|
$ | 5,000.00 | 100,000 | ||||||||
Sherman
Tong
|
100,000 |
12/23/08
|
$ | 5,000.00 | 100,000 | ||||||||
Baocai
Jiang
|
60,000 |
12/23/08
|
$ | 3,000.00 | 60,000 | ||||||||
Baoku
Jiang
|
20,000 |
12/23/08
|
$ | 1,000.00 | 20,000 | ||||||||
Guilan
Yu
|
20,000 |
12/23/08
|
$ | 1,000.00 | 20,000 | ||||||||
Baofu
Jiang
|
20,000 |
12/23/08
|
$ | 1,000.00 | 20,000 | ||||||||
Shuhong
Cheng
|
20,000 |
12/23/08
|
$ | 1,000.00 | 20,000 | ||||||||
Guiping
Su
|
20,000 |
12/26/08
|
$ | 1,000.00 | 20,000 | ||||||||
Jishan
Dong
|
100,000 |
12/26/08
|
$ | 5,000.00 | 100,000 | ||||||||
Baoxia
Jiang
|
200,000 |
12/30/08
|
$ | 10,000.00 | 200,000 | ||||||||
Yu
Xia
|
100,000 |
12/30/08
|
$ | 5,000.00 | 100,000 | ||||||||
Limin
Dai
|
100,000 |
12/31/08
|
$ | 5,000.00 | 100,000 |
44
On
December 31, 2008, 236,000 shares were issued to Williams Law Group at $ 0.05
per share for the legal service value $11,800. All of the above
shareholders except Williams Law Group are not citizens or residents of the
United States.
We relied
upon Section 4(2) of the Securities Act of 1933, as amended for the above
issuances to US citizens or residents.
We
believed that Section 4(2) of the Securities Act of 1933 was available
because:
|
·
|
None
of these issuances involved underwriters, underwriting discounts or
commissions.
|
|
·
|
Restrictive
legends were and will be placed on all certificates issued as described
above.
|
|
·
|
The
distribution did not involve general solicitation or
advertising.
|
|
·
|
The
distributions were made only to investors who were sophisticated enough to
evaluate the risks of the
investment.
|
We relied
upon Regulation S of the Securities Act of 1933, as amended for the above
issuances to non US citizens or residents.
We
believed that Regulation S was available because:
|
·
|
None
of these issuances involved underwriters, underwriting discounts or
commissions;
|
|
·
|
We
placed Regulation S required restrictive legends on all certificates
issued;
|
|
·
|
No
offers or sales of stock under the Regulation S offering were made to
persons in the United States;
|
|
·
|
No
direct selling efforts of the Regulation S offering were made in the
United States.
|
In
connection with the above transactions, although some of the investors may have
also been accredited, we provided the following to all investors:
|
·
|
Access
to all our books and records.
|
|
·
|
Access
to all material contracts and documents relating to our
operations.
|
|
·
|
The
opportunity to obtain any additional information, to the extent we
possessed such information, necessary to verify the accuracy of the
information to which the investors were given
access.
|
Prospective
investors were invited to review at our offices at any reasonable hour, after
reasonable advance notice, any materials available to us concerning our
business. Prospective Investors were also invited to visit our
offices.
45
Item
3
|
1
|
Articles
of Incorporation of Yaboo, Inc.
|
|
2
|
Bylaws
of Yaboo, Inc.
|
|
3
|
Organizational
Documents of Yaboo Agriculture (Taizhou) Co.
Ltd.
|
Item
4
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1
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Form
of common stock Certificate of Yaboo, Inc.(1)
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Item
5
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1
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Legal
Opinion of Williams Law Group, P.A.
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Item
21
Yaboo Agriculture (Taizhou) Co.
Ltd.
Qilin Bay Ecological Restaurant Co.,
Ltd.
Item
23
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1
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Consent
of Enterprise CPAs, Ltd.
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2
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Consent
of Williams Law Group, P.A. (included in Exhibit
5.1)
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All other
Exhibits called for by Rule 601 of Regulation SB-2 or SK are not applicable to
this filing.
(1)
Information pertaining to our common stock is contained in our Articles of
Incorporation and Bylaws.
UNDERTAKINGS
The
undersigned registrant hereby undertakes:
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1.
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To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
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i.
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To
include any prospectus required by section
10(a)(3) of the Securities Act of
1933;
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ii.
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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.
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46
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iii.
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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;
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2.
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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.
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3.
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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.
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4. 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.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to our directors, officers and controlling persons, we have been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by us of
expenses incurred or paid by a director, officer or controlling person of the
corporation 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, we will, unless in the opinion of our counsel the
matter has been settled by a controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by us is
against public policy as expressed in the Securities Act of 1933, as amended,
and will be governed by the final adjudication of such case.
47
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in Taizhou China on February 19,
2010.
Yaboo, Inc.
Title
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Name
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Date
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Signature
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|||
Chairman
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Baoguo
Jiang
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February
19, 2010
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/s/
Baoguo
Jiang
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Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the date
indicated.
SIGNATURE
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NAME
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TITLE
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DATE
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|||
Baoguo
Jiang
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/s/
Baoguo Jiang
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Chairman
of the Board/Principal Executive Officer and Principal
Accounting/Financial Officer
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February
19,
2010
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48