Attached files
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No.6
to
FORM S-1/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Vibe Ventures Inc.
Nevada
3577
(Primary Standard Industrial Classification Code Number)
98-0578438
(I.R.S. Employer Identification Number)
c/o Hong Mei Ma
Room 1707, 17th Floor, CTS Center
219 Zhong Shan Wu Road
Guangzhou, PR China
510030
Phone number: 011.86.13808821282
Vibe Ventures Inc.
Room 1707, 17th Floor, CTS Center
219 Zhong Shan Wu Road
Guangzhou, PR China
510030
Phone number: 011.86.13808821282
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of 1933,
please check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act of 1933, check the following box and
list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
Indicate by check mark whether registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of large accelerated filer,
accelerated filer, and smaller reporting company in Rule 12b-2 of
the Exchange Act. (Check one):
Large accelerated filer ? Accelerated Filer ?
Non-accelerated filer ? Smaller reporting company
(Do not check if a smaller reporting company)
Calculation of Registration Fee
Title of Amount to Proposed Proposed Amount of
Securities be Maximum Maximum Registration
to be Registered Offering Aggregate
Registered Price (1) Offering Fee (1)
Price (1)
Common 2,000,000M $20,000 $20,000 111.60
Stock (1)
(1) Estimated pursuant to Rule 457(c) under the Securities Act of
1933 solely for the purpose of computing the amount of the
registration fee.
The registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until this Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a),
may determine.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND IS SUBJECT TO
COMPLETION AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES
UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO
SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
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PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED January 20, 2011
VIBE VENTURES INC.
UP TO A MAXIMUM OF 2M SHARES OF COMMON STOCK AT $0.01 PER SHARE
We are offering for sale a maximum of 2,000,000 shares of our common
stock in a self-underwritten offering directly to the public at a
price of $0.01 per share. There is no minimum amount of shares that
we must sell in our direct offering, and therefore no minimum amount
of proceeds will be raised. No arrangements have been made to place
funds into escrow or any similar account. Upon receipt, offering
proceeds will be deposited into our operating account and used to
conduct our business and operations. We are offering the shares
without any underwriting discounts or commissions. The purchase
price is $0.01-per share. If all shares are not sold within 180 days
from the date hereof, (which may be extended an additional 90 days
in our sole discretion), the offering for the balance of the shares
will terminate and no further shares will be sold. If all of the
shares offered by us are purchased, the gross proceeds to us will be
$20,000. This is our initial public offering and no public market
currently exists for shares of our common stock.
We intend for our common stock to be sold by Hong Mei Ma.
Such persons will not be paid any commissions for such sales.
We will pay all expenses incurred in this offering. The offering
will terminate 180 days after this registration statement is
declared effective by the Securities and Exchange Commission.
However, we may extend the offering for up to 90 days following the
180 day offering period.
Our common stock is presently not traded on any public market or
securities exchange, and we have not applied for listing or
quotation on any public market.
Until _________, 2011, 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.
THE SECURITIES OFFERED IN THIS PROSPECTUS INVOLVE A HIGH DEGREE OF
RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE
HEADING "RISK FACTORS"
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The information in this prospectus is not complete and may be
changed. This prospectus is included in the registration statement
that was filed by us with the Securities and Exchange Commission. We
may not sell these securities until the registration statement
becomes effective. This prospectus is not an offer to sell these
securities and is not soliciting an offer to buy these securities in
any state where the offer or sale is not permitted.>Until March 18,
2010
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.
3
The date of this prospectus is January 20, 2011
_______________________________________
TABLE OF CONTENTS
Prospectus Summary p.5
The Offering p.6
Selected Summary Financial Data p.7
Risk Factors p.8
Use of Proceeds p.12
Dilution p.13
Our Business p.20
MANAGEMENT'S DISCUSSION
ANALYSIS OR PLAN OF OPERATION p.23
Recently Issued Accounting Pronouncements p.27
Market for Common Equity p.28
Directors, Executive Officers, Promoters, Control p.29
Persons
Executive Compensation p.30
Certain Relationships and Related Transactions p.31
Security Ownership of Certain Beneficial Owners and p.31
Management
Description of Securities p.32
Plan of Distribution p.32
Regulation M p.35
Experts p.36
Interest of Named Experts and Counsel p.36
Available Information p.37
Financial Statements p.46-49
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As used in this prospectus, references to the "Company," "we,"
"our," or "us" refer to Vibe Ventures Inc., unless the context
otherwise indicates.
A CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements which relate to
future events or our future financial performance. In some cases,
you can identify forward-looking statements by terminology such as
may, should, expects, plans, anticipates, believes, estimates,
predicts, potential, or continue or the negative of these terms or
other comparable terminology. These statements are only predictions
and involve known and unknown risks, uncertainties and other
factors, including the risks in the section entitled Risk Factors,
that may cause our or our industry's actual results, levels of
activity, performance, or achievements to be materially different
from any future results, levels of activity, performance, or
achievements expressed or implied by these forward-looking statements.
While these forward-looking statements, and any assumptions upon
which they are based, are made in good faith and reflect our current
judgment regarding the direction of our business, actual results
will almost always vary, sometimes materially, from any estimates,
predictions, projections, assumptions or other future performance
suggested herein. Except as required by applicable law, including
the securities laws of the United States, we do not intend to update
any of the forward-looking statements to conform these statements to
actual results.
PROSPECTUS SUMMARY
The following summary highlights selected material information
contained in this prospectus. This summary does not contain all the
information you should consider before investing in the securities.
Before making an investment decision, you should read the entire
prospectus carefully, including the "Risk Factors" section, the
financial statements, and the notes to the financial statements.
OUR COMPANY
We were incorporated in Nevada on, October 29, 2009 and are a
company in the development stage. Vibe Ventures Inc. does not have
any revenues or operations, and we have minimal assets and have
incurred a deficit of $257.00 since inception. We intend to open a
chain of Interactive Travel Stations throughout various cities in
China.
Our principal offices are located at, Room 1707, 17th Floor, CTS
Center, 219 Zhong Shan Wu Road, Guangzhou, PR China, 510030. Phone:
011.86.13808821282. All references to "we," "us," "our," or
similar terms used in this prospectus refer to Vibe Ventures
Incorporated. Our fiscal year end is October 31, 2009.
Our auditors have issued an audit opinion which includes a statement
describing our going concern status. Our financial status creates
substantial doubt whether we will continue as a going concern.
Investors should note, we have not generated any revenues to date,
we do not yet have any products available for sale, and we do not
have a fully operational valid working prototype of our proposed
product.
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OUR DIRECT PUBLIC OFFERING
We are offering for sale up to a maximum of 2,000,000 shares of our
common stock directly to the public. There is no underwriter
involved in this offering. We are offering the shares without any
underwriting discounts or commissions. The purchase price is $0.01
per share. If all of the shares offered by us are purchased, the
gross proceeds before deducting expenses of the offering will be up
to $20,000. The expenses associated with this offering are estimated
to be $5,000 or approximately 25% of the gross proceeds of $20,000
if all of the shares offered by us are purchased. If all the shares
offered by us are not purchased, then the percentage of offering
expenses to gross proceeds will be higher and a lower amount of
proceeds will be realized from this offering. If we are unsuccessful
in raising sufficient gross proceeds from this offering, then it is
possible that our offering expenses may exceed our gross proceeds.
This is our initial public offering and no public market currently
exists for shares of our common stock. We can offer no assurance
that an active trading market will ever develop for our common stock.
The offering will terminate six months after this registration
statement is declared effective by the Securities and Exchange
Commission. However, we may extend the offering for up to 90 days
following the six month offering period.
THE OFFERING
Total shares of common stock outstanding prior to the offering
4,000,000 shares
Shares of common stock being offered by us
2,000,000 shares
Total shares of common stock outstanding after the offering
6,000,000 shares
Gross Proceeds:
Gross proceeds from the sale of up to 2,000,000 shares of our common
stock will be $20,000.Use of proceeds from the sale of our shares
will be used as general operating capital
Risk Factors:
There are substantial risk factors involved in investing in our
Company. For a discussion of certain factors you should consider
before buying shares of our common stock, see the section entitled
"Risk Factors."
6
This is a self-underwritten public offering, with no minimum
purchase requirement. Shares will be offered on a best efforts basis
and we do not intend to use an underwriter for this offering. We do
not have an arrangement to place the proceeds from this offering in
an escrow, trust, or similar account. Any funds raised from the
offering will be immediately available to us for our immediate use.
SELECTED SUMMARY FINANCIAL DATA
This table summarizes our operating and balance sheet data as of the
periods indicated. You should read this summary financial data in
conjunction with the "Plan of Operations" and our audited financial
statements and notes thereto included elsewhere in this prospectus.
October 29th Through Three Months Ended
October 31st, 2009 January 31, 2010
(Audited)
(Loss) from $257 $1,515
Operations:
Total Revenues $ - $ -
Weighted average 4,000,000 4,000,0000
number of common
shares outstanding
- Basic and Diluted
Balance Sheet
October 29th through Three Months Ended
October 31st, 2009 January 31, 2010
(Audited)
Cash in Bank $4,083 $2,568
Total Current Assets $4,083 $2,568
Total Assets $4,083 $2,568
Total Current $340 $340
Liabilities
Total Liabilities $340 $340
Total Stockholders' (257) (1772)
(deficit)
Total Liabilities $4,083 $2,568
and stockholders'
equity
7
RISK FACTORS
This investment has a high degree of risk. Before you invest you
should carefully consider the risks and uncertainties described
below and the other information in this prospectus. If any of the
following risks actually occur, our business, operating results and
financial condition could be harmed and the value of our stock could
go down. This means you could lose all or a part of your investment.
The Company may have limited reporting obligations under Section
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act").
The Company is required to file periodic reports with the SEC when
the Company issues any class of securities for which a registration
statement is filed pursuant to the Securities Act of 1933 (The
"Securities Act"). The reporting obligations under Section 15(d)
are automatically suspended when (1) the Company lists said equity
on an exchange), or (2) at the beginning of the Company's fiscal
year, the class of securities covered by the registration statement
is held of record by fewer than 300 persons.
RISKS RELATING TO OUR COMPANY
1. We are a company that is in the development stage with no
operating history and may never be able to carry out our business
plan or achieve any revenues or profitability; at this stage of our
business, even with our good faith efforts, potential investors have
a high probability of losing their entire investment.
We are subject to all of the risks inherent in the establishment of
a new business enterprise. We were established on October 29, 2009
for the purpose of engaging in the development, and sale of travel
advertising systems. We have not generated any revenues nor have we
realized a profit from our operations to date, and there is little
likelihood that we will generate any revenues or realize any profits
in the short term. Any profitability in the future from our business
will be dependent upon the successful development of our advertising
software. There can be no assurance that we will ever achieve
any revenues or profitability. Accordingly, our prospects must be
considered in light of the risks, expenses, and difficulties
frequently encountered in establishing a new business in the tourism
industry. Our Company is a highly speculative venture involving
significant financial risk. For more information on this
software, see page 30.
2. We lack an operating history and have losses that we expect to
continue into the future. There is no assurance that our operations
will produce profitable revenues. If we cannot generate revenues
that will produce profitably, we will cease operations and you will
lose your investment.
We were incorporated on October 29, 2009 and we have not started our
proposed business operations or realized any revenues. We have no
operating history upon which an evaluation of our future success or
failure can be made. Our net loss since inception is $257. Our
ability to achieve and maintain profitability and positive cash flow
is dependent upon:
* completion of this offering;
* our ability to attract customers who will buy our goods
from us; and,
* our ability to generate revenues through the sale of our
goods.
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Based upon current plans, we expect to incur operating losses in
future periods since we will be incurring expenses and not
generating revenues. We cannot guarantee that we will be successful
in generating revenues in the future. Failure to generate revenues
will cause you to lose your investment.
3. There is no guarantee that anyone will use the service we are
providing.
We will start out with no customer user base. Furthermore, we do
not actually have any Interactive Terminals created as of yet. How
successful our business grows will be heavily dependent on the
public taking an interest in our travel stations. A lack of
interest by the public and therefore growth would ultimately cause
the termination of operations. We do not know how many potential
users we will gain or how many of those will decide to use our
service, if any decide to at all.
4. We are entirely dependent upon the funds to be raised through
this offering to start our business. The proceeds of this may be
insufficient to achieve sufficient revenue. If we need additional
funds and are unable to raise them we will have to terminate our
operations.
There is not enough cash on hand to fund our administrative expenses
and operating expenses or our proposed Interactive travel tourist
kiosk program for the coming months. Because we do not expect to
have any cash flow from operations at first, we will need to raise
additional capital, which may be in the form of loans from current
stockholders and/or from public and private equity offerings. Our
ability to access capital will depend on our success in implementing
our business plan. It will also depend upon the status of the
capital markets at the time such capital is sought. Should
sufficient capital not be available, the implementation of our
business plan could be delayed and, accordingly, the implementation
of our business strategy would be adversely affected. If we are
unable to raise additional funds in the future, we may have to cease
all substantive operations. In such event it would not be likely
that investors would obtain a profitable return on their investment
or a return of their investment at all.
5. Because our director will only be devoting limited time to our
operations, our operations may be sporadic which may result in
periodic interruptions or suspensions of operations. This activity
could prevent us from growing and result in a lack of interest that
may cause us to suspend or cease operations.
Our sole officer and director, Hong Mei Ma will only be devoting
limited time to our operations. Ms. Ma, our president and director
is currently employed as a Chief Web Designer at Minghui IT Group
and will be devoting approximately 20 hours per week of
her working time to our operations. As a result, operations
may be periodically interrupted or suspended which could result in a
lack of revenues and a possible termination of operations.
6. Because our Director has no experience in running a company
that sells Interactive Travel Stations, she may not be able to
successfully operate such a business which could cause you to lose
your investment.
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We are a development stage company. Hong Mei Ma, our current
Director and officer, have effective control over all decisions
regarding both policy and operations of our Company with no
oversight from other management. Our success is contingent upon the
ability of these individuals to make appropriate business decisions
in these areas. However, our Director and officer do not have any
experience in operating a company that sells Interactive Travel
Stations. It is possible that this lack of relevant operational
experience could prevent us from becoming a profitable business and
hinder an investor from obtaining a return on his investment in us.
RISKS ASSOCIATED WITH THIS OFFERING:
1. Because we do not have an escrow or trust account for your
subscription, if we file for bankruptcy protection or are forced
into bankruptcy, or a creditor obtains a judgment against us and
attaches the subscription, you will lose your investment.
Your funds will not be placed in an escrow or trust account. As
such, if we file for bankruptcy protection or a petition for
involuntary bankruptcy is filed by creditors against us, your funds
will become part of the bankruptcy estate and administered according
to bankruptcy laws. If a creditor sues us and obtains a judgment
against us, the creditor could garnish the bank account and take
possession of the subscriptions. As such, if the minimum conditions
of this offering are not satisfied, it is possible that a creditor
could attach your subscription which could preclude or delay the
return of money to you. If that happens, you will lose your
investment and your funds will be used to pay creditors.
2. Because our director, who is also our promoter, will own 67% of
our total outstanding common stock, she will retain control of the
company and will be able to decide who will be directors and you may
not be able to elect any directors. This could decrease the price
and marketability of our shares.
Even if we sell all 2,000,000 shares of common stock in this
offering, Hong Mei Ma will own 67% of the total outstanding common
stock. As a result, after completion of this offering, regardless
of the number of shares we sell, Ms. Ma will be able to elect all of
our directors and control our operations. This could decrease the
price and marketability of our shares.
3. There is no established public market for our stock and a
public market may not be obtained or be liquid and therefore
investors may not be able to sell their shares.
There is no established public market for our common stock being
offered under this prospectus. While we intend to apply for
quotation of our common stock on the Over-The-Counter Bulletin Board
system, we have not yet engaged a market maker for the purposes of
submitting such application, and there is no assurance that we will
qualify for quotation on the OTC Bulletin Board. Therefore,
purchasers of our common stock in this offering may be unable to
sell their shares on any public trading market or elsewhere.
10
4. Our common stock is subject to the "penny stock" rules of the
SEC and the trading market in our securities is limited, which makes
transactions in our stock cumbersome and may reduce the value of an
investment in our stock.
The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for the purposes
relevant to us, as any equity security that has a market price of
less than $5.00 per share or with an exercise price of less than
$5.00 per share, subject to certain exceptions. For any transaction
involving a penny stock, unless exempt, the rules require: (i) that
a broker or dealer approve a person's account for transactions in
penny stocks; and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the
identity and quantity of the penny stock to be purchased. In order
to approve a person's account for transactions in penny stocks, the
broker or dealer must: (i) obtain financial information and
investment experience objectives of the person; and (ii) make a
reasonable determination that the transactions in penny stocks are
suitable for that person and the person has sufficient knowledge and
experience in financial matters to be capable of evaluating the
risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in
a penny stock, a disclosure schedule prescribed by the Security and
Exchange Commission relating to the penny stock market, which, in
highlight form: (i) sets forth the basis on which the broker or
dealer made the suitability determination; and (ii) that the broker
or dealer received a signed, written agreement from the investor
prior to the transaction.
Generally, brokers may be less willing to execute transactions in
securities subject to the "penny stock" rules. This may make it more
difficult for investors to dispose of our common stock and cause a
decline in the market value of our stock.
Disclosure also has to be made about the risks of investing in penny
stocks in both public offerings and in secondary trading and about
the commissions payable to both the broker-dealer and the registered
representative, current quotations for the securities and the rights
and remedies available to an investor in cases of fraud in penny
stock transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in the
account and information on the limited market in penny stocks.
Because we do not intend to pay any cash dividends on our shares of
common stock, our stockholders will not be able to receive a return
on their shares unless they sell them.
We intend to retain any future earnings to finance the development
and expansion of our business. We do not anticipate paying any cash
dividends on our common stock in the foreseeable future. Unless we
pay dividends, our stockholders will not be able to receive a return
on their shares unless they sell them at a price higher than that
which they initially paid for such shares.
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5. The FINRA sales practice requirements may limit a stockholders
ability to buy and sell our stock.
The FINRA has adopted rules that require that in recommending an
investment to a customer, a broker-dealer must have reasonable
grounds for believing that the investment is suitable for that
customer. Prior to recommending speculative low priced securities to
their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's
financial status, tax status, investment objectives and other
information. Under interpretations of these rules, FINRA believes
that there is a high probability that speculative low priced
securities will not be suitable for at least some customers. FINRA
requirements make it more difficult for broker-dealers to recommend
that their customers buy our common stock, which may have the effect
of reducing the level of trading activity and liquidity of our
common stock. Further, many brokers charge higher transactional fees
for penny stock transactions. As a result, fewer broker-dealers may
be willing to make a market in our common stock, which may limit
your ability to buy and sell our stock.
6. We might be required to obtain special licenses, or meet
special regulatory requirements before establishing our business,
other than a business license. If new government regulations, laws,
or licensing requirements are passed that would restrict or
eliminate delivery of any of our intended services, then our
business may suffer. For example, if we were required to obtain a
government issued license for the purpose of distributing our video
units, then we may not be able to qualify for such a license. If
such a licensing requirement existed, and we were not able to
qualify, then our business would suffer.
USE OF PROCEEDS
The net proceeds to us from the sale of up to 2,000,000 shares
offered at a public offering price of $0.01 per share will vary
depending upon the total number of shares sold. Regardless of the
number of shares sold, we expect to incur offering expenses
estimated approximately $5,000 for legal, accounting, and other
costs in connection with this offering. The remaining funds (up
to $15,000) will go towards the contracting of a hired software
developer. The table below shows the intended net proceeds from
this offering we expect to receive for scenarios where we sell
various amounts of the shares.
Since we are making this offering without any minimum requirement,
there is no guarantee that we will be successful at selling any of
the securities being offered in this prospectus. Accordingly, the
actual amount of proceeds we will raise in this offering, if any,
may differ.
10% 25% 50%
General Working Capital $1,000 $1,000 $1,000
Software Development Costs $0 $4,000 $8,000
Total $1,000 $5,000 $10,000
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The proceeds from this offering, at any amount, will allow us to
operate for twelve months. Ms. Ma,
our sole officer and director determined that the funds would last
twelve months, including filing
reports with the Securities and Exchange Commission as well as the
business activities contemplated
in our business plan.
If 10% of our shares are sold, it will enable us to build the basis
of our operations, which include the
development of our advertising system. For more information
regarding our systems development, please refer to the business
section. Our anticipated expenditures will be lower in the event
that we sell 10% of our total common shares offering
relative to a maximum sale. If we sell 50% of our common shares, we
anticipate greater spending to access our
markets and drive consumer demand.
After the completion of this offering, we intend to initiate the
development of
our website "WWW.VIBEVENTURES.COM.COM", and develop our software.
We intend to hire an outside web designer to assist us in designing
and building our website.
The cost of establishing a website is estimated to be between $4,000
to $8,000.
CAPITAL STOCK
On October 29, 2009, the Company issued 4,000,000 common shares at
$0.001 per share to the sole director of the Company for the total
proceeds of $4,000.
The proceeds from the offering will allow us to operate for twelve
months provided the entire offering of 2,000,000 shares is
subscribed for. Hong Mei Ma, our officer and director determined
that the funds would last twelve months, including filing reports
with the Securities and Exchange Commission as well as the business
activities contemplated by our business plan.
DETERMINATION OF OFFERING PRICE
The price of the shares we are offering was arbitrarily determined
in order for us to raise $20,000 in this offering. The offering
price bears no relationship to our assets, earnings, book value or
other criteria of value. Among the factors we considered were:
* our lack of operating history;
* the proceeds to be raised by the offering;
* the amount of capital to be contributed by purchasers in
this offering
in proportion to the amount of stock to be retained by our
existing
stockholder; and
* our relative cash requirements.
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES
Dilution represents the difference between the offering price and
the net tangible book value per share immediately after completion
of this offering. Net tangible book value is the amount that results
from subtracting total liabilities and intangible assets from total
assets. Dilution arises mainly as a result of our arbitrary
determination of the offering price of our shares being offered.
Dilution of the value of our shares you purchase is also a result of
the lower book value of our shares held by our existing
stockholders.
IF 100% OF THE SHARES ARE SOLD:
Upon completion of this offering, in the event all of our shares
are sold, the net tangible book value of the 6,000,000 shares to be
outstanding will be $19,000 or approximately $0.00317 per share. The
net tangible book value of the shares held by existing stockholders
will be increased by $0.00223 per share without any additional
investment on their part. You will incur an immediate dilution from
$0.01 per share to $0.00317 per share.
13
After completion of this offering, if 2,000,000 shares are sold, you
will own 33.333% of the total number of outstanding shares for which
you will have made a cash investment of $20,000, or $0.01 per share.
Our existing stockholder will own 66.666% of the total number of
outstanding shares for which they have made cash contributions
totalling $4,000 or approximately $0.001 per share.
Shares
Number Percent Amount
Existing Stockholders 4,000,000 67% $4,000
New Investors at 10% 200,000 4.76% $2,000
New Investors at 25% 500,000 11.11% $5,000
New Investors at 50% 1,000,000 20% $10,000
New Investors at 100% 2,000,000 33.33% $20,000
Total 6,000,000 100% $24,000
PLAN OF DISTRIBUTION: TERMS OF THE OFFERING
We are offering up to 2,000,000 shares of common stock on a
self-underwritten basis, no minimum shares. The offering price is
$0.01 per share. Funds from this offering will be placed in a
separate bank account at US Bank, 2385 North Oxnard Boulevard,
Oxnard, CA, USA, 93036. The funds will be maintained in a separate
bank until we receive a minimum of $4,000 at which time we will
remove those funds and use the same as set forth in the Use of
Proceeds section of this Prospectus. This account is not an escrow,
trust or similar account. Your subscription will only be deposited
in a separate bank account under our name. As a result, if we are
sued for any reason and a judgment is rendered against us, your
subscription could be seized in a garnishment proceeding and you
could lose your investment. During the 180 day period, no
funds will be returned to you. You will only receive a refund of
your subscription within the 180 day period referred to
above. There are no finders involved in our distribution.
Officers, directors, affiliates or anyone involved in marketing our
shares will not be allowed to purchase shares in the offering. You
will not have the right to withdraw your funds during the offering.
You will only have the right to have your funds returned if there is
a material change in the terms of the offering. The following are
material changes that would entitle you to a refund of your money:
* an extension of the offering period beyond 180 days;
* a change in the offering price;
* a change in the minimum sales requirement;
* a change to allow sales to affiliates in order to meet the
minimum sales requirement; or
* a change in the amount of proceeds necessary to release
the funds held in the separate bank account.
If any of the above material changes occur, a new offering may be
made by means of a post-effective amendment.
14
We will sell the shares in this offering through Ms. Ma, our sole
officer and director. She will not receive a commission from the
sale of any shares. She will not register as a broker-dealer under
section 15 of the Securities Exchange Act of 1934 in reliance upon
Rule 3a4-1. Rule 3a4-1 sets forth those conditions under which a
person associated with an issuer may participate in the offering of
the issuer's securities and not be deemed to be a broker/dealer. The
conditions are that:
1. The person is not statutorily disqualified, as that term is
defined in Section 3(a)(39) of the Act, at the time of his
participation; and,
2. The person is not compensated in connection with his
participation by the payment of commissions or other remuneration
based either directly or indirectly on transactions in securities;
3. The person is not at the time of their participation, an
associated person of a broker/dealer; and,
4. The person meets the conditions of Paragraph (a)(4)(ii) of Rule
3a4-1 of the Exchange Act, in that she (A) primarily performs, or is
intended primarily to perform at the end of the offering,
substantial duties for or on behalf of the Issuer otherwise than in
connection with transactions in securities; and (B) is not a broker
or dealer, or an associated person of a broker or dealer, within the
preceding twelve months; and (C) does not participate in selling and
offering of securities for any Issuer more than once every twelve
months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).
Ms. Ma is not statutorily disqualified, is not being compensated,
and is not associated with a broker/dealer. She is and will continue
to be our sole officer and director at the end of the offering and
has not been during the last twelve months and is currently not a
broker/dealer or associated with a broker/dealer. She will not
participate in selling and offering securities for any issuer more
than once every twelve months.
Only after our registration statement is declared effective by the
SEC, do we intend to advertise, through tombstones, and hold
investment meetings in various states where the offering will be
registered. We will not utilize the Internet to advertise our
offering. Ms. Ma will also distribute the prospectus to potential
investors at meetings, to business associates and to his friends and
relatives who are interested in a possible investment in the
offering. No shares purchased in this offering will be subject to
any kind of lock-up agreement.
Management and affiliates thereof will not purchase shares in this
offering to reach the minimum. We intend to sell our shares outside
of the United States.
15
SECTION 15(g) OF THE EXCHANGE ACT - PENNY STOCK RULES
The SEC has adopted rules that regulate broker-dealer practices in
connection with transactions in penny stocks. Penny stocks are
generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges
or quoted on the OTC Bulletin Board system, provided that current
price and volume information with respect to transactions in such
securities is provided by the exchange or system).
The penny stock rules require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from those rules,
deliver a standardized risk disclosure document prepared by the SEC,
which:
* contains a description of the nature and level of risk in the
market for penny stocks in both public offerings and secondary trading;
* contains a description of the broker's or dealer's duties to
the customer and of the rights and remedies available to the
customer with respect to a violation to such duties or other
requirements;
* contains a brief, clear, narrative description of a dealer
market, including "BID" and "ASK" prices for penny stocks and the
significance of the spread between the bid and ask price;
* contains a toll-free telephone number for inquiries on
disciplinary actions;
* defines significant terms in the disclosure document or in the
conduct of trading penny stocks; and
* contains such other information and is in such form (including
language, type, size, and format) as the SEC shall require by rule
or regulation.
The broker-dealer also must provide, prior to effecting any
transaction in a penny stock, the customer:
* with bid and offer quotations for the penny stock;
* the compensation of the broker-dealer and its salesperson
in the transaction;
* the number of shares to which such bid and ask prices
apply, or other comparable information relating to the depth and
liquidity of the market for such stock; and
* monthly account statements showing the market value of
each penny stock held in the customer's account.
In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from those rules;
the broker-dealer must make a special written determination that the
penny stock is a suitable investment for the purchaser and receive
the purchaser's written acknowledgment of the receipt of a risk
disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability
statement. These disclosure requirements will have the effect of
reducing the trading activity in the secondary market for our
securities because it will be subject to these penny stock rules.
Therefore, security holders may have difficulty selling those
securities.
16
OFFERING PERIOD AND EXPIRATION DATE
This offering will start on the date that this registration
statement is declared effective by the SEC and continue for a period
of 180 days, which we may extend by 90 days, or sooner
if the offering is completed or otherwise terminated by us.
We will not accept any money until this registration statement is
declared effective by the SEC.
PROCEDURES FOR SUBSCRIBING
We will not accept any money until this registration statement is
declared effective by the SEC. Once the registration statement is
declared effective by the SEC, if you decide to subscribe for any
shares in this offering, you must:
1. Execute and deliver a subscription agreement, a copy of which is
included with the prospectus; and
2. Deliver a check, wire transfer, bank draft or money order to us
for acceptance or rejection.
All checks for subscriptions must be made payable to "Vibe Ventures
Inc.
RIGHT TO REJECT SUBSCRIPTIONS
We have the right to accept or reject subscriptions in whole or in
part, for any reason or for no reason. All monies from rejected
subscriptions will be returned immediately by us to the subscriber,
without interest or deductions. Subscriptions for securities will be
accepted or rejected within 48 hours after we receive them.
PERCENT OF NET PROCEEDS RECEIVED
60% 80% 100%
Shares Sold 1.2M 1.6M 2M
Gross Proceeds $12,000 $16,000 $20,000
Less Offering $133.92 $178.56 $223.20
Expenses
Net Offering $11,866.08 $15,821.44 $19,776.80
Proceeds
The Use of proceeds set forth below demonstrates how we intend to
use the funds under the various percentages of amounts of the
related offering. All amounts listed below are estimates. For
scenarios involving selling less than 60%, please see page 18.
17
60% 80% 100%
General working $4,000 $4,000 $4,000
capital
Prototype $4,000 $8,000 $8,000
development costs
Sales and $4,000 $4,000 $8,000
Marketing
Total $12,000 $16,000 $20,000
Our offering expenses are comprised of legal and accounting
expenses, SEC and EDGAR filing fees. Our officers and Directors will
not receive any compensation for their efforts in selling our shares.
We intend to use the proceeds of this offering in the manner and in
order of priority set forth above. We do not intend to use the
proceeds to acquire assets or finance the acquisition of other
businesses. At present, no material changes are contemplated. Should
there be any material changes in the projected use of proceeds in
connection with this offering, we will issue an amended prospectus
reflecting the new uses.
In all instances, after the effectiveness of this registration
statement, the Company will need some amount of working capital to
maintain its general existence and comply with its public reporting
obligations. In addition to changing allocations because of the
amount of proceeds received, we may change the use of proceeds
because of required changes in our business plan. Investors should
understand that we have wide discretion over the use of proceeds.
Therefore, management decisions may not be in line with the initial
objectives of investors who will have little ability to influence
these decisions.
DETERMINATION OF OFFERING PRICE
Our common stock is presently not traded on any market or
securities exchange and we have not applied for listing or quotation
on any public market. Our Company will be offering the shares of
common stock being covered by this prospectus at a price of $0.001
per share. Such offering price does not have any relationship to any
established criteria of value, such as book value or earnings per
share. Because we have no significant operating history and have not
generated any revenues to date, the price of our common stock is not
based on past earnings, nor is the price of our common stock
indicative of the current market value of the assets owned by us. No
valuation or appraisal has been prepared for our business and
potential business expansion.
18
The offering price was determined arbitrarily based on a
determination by the Board of Directors of the price at which they
believe investors would be willing to purchase the shares.
Additional factors that were included in determining the offering
price are the lack of liquidity resulting from the fact that there
is no present market for our stock and the high level of risk
considering our lack of profitable operating history.
DILUTION
Purchasers of our securities in this offering will experience
immediate and substantial dilution in the net tangible book value of
their common stock from the initial public offering price. The
historical net tangible book value as of October 29, 2009 was $3,743
or $0.00093575 per share. Historical net tangible book value per
share of common stock is equal to our total tangible assets less
total liabilities, divided by the number of shares of common stock
outstanding as of October 29, 2009, as adjusted to give effect to
the receipt of net proceeds from the sale of 2,000,000 shares of
common stock for $0.01, which represents net proceeds after
deducting estimated offering expenses of $5,000. This represents an
immediate increase of $0.00395 per share to existing stockholders
and an immediate and substantial dilution of $0.00605 per share, or
approximately 94%, to new investors purchasing our securities in
this offering. Dilution in pro forma net tangible book value per
share represents the difference between the amount per share paid by
purchasers of shares of our common stock in this offering and the
pro forma net tangible book value per share of our common stock
immediately following this offering.
The following table sets forth as of October 29, 2009, the number of
shares of common stock purchased from us and the total consideration
paid by our existing stockholders and by new investors in this
offering if new investors purchase 100% of the offering, before
deducting offering expenses payable by us, assuming a purchase price
in this offering of $0.01 per share of common stock.
Shares
Number Percent Amount
Existing Stockholders 4,000,000 67% $4,000
New Investors at 100% 2,000,000 33.33% $20,000
Total 6,000,000 100% $24,000
19
OUR BUSINESS
GENERAL DEVELOPMENT
We were incorporated in Nevada on October 29, 2009 and we are a
development stage company. We intend to engage in the travel and
tourism industry via the Internet and interactive software
applications.
We have never declared bankruptcy, have never been in receivership,
and have never been involved in any legal action or proceedings. We
have not made any significant purchase or sale of assets, nor has
the Company been involved in any mergers, acquisitions or
consolidations. We are not a blank check registrant as that term is
defined in Rule 419(a)(2) of Regulation C of the Securities Act of
1933, because we have a specific business plan and purpose. Neither
Vibe Ventures Inc., nor its officers, Directors, promoters or
affiliates, has had preliminary contact or discussions with, nor do
we have any present plans, proposals, arrangements or understandings
with any representatives of the owners of any business or company
regarding the possibility of an acquisition or merger.
Our principal office is located: Room 1707, 17th Floor, CTS
Center, 219 Zhong Shan Wu Road, Guangzhou, PR China, 510030. Phone:
011.86.13808821282.
BUSINESS SUMMARY AND BACKGROUND
We were incorporated in Nevada on October 29, 2009. We have not
started operations. We are developing a website
"www.vibeventures.com " and also designing and developing our "Video
Library" which will advertise our product, our prices and would be
delivered to all residents in the area. Any funds raised by this
offering will go towards the development and creation of the
software that will be used to promote and advertise the various
places of interest for the tourist. In the beginning of our
business operations, we plan to advertise our business on the local
billboards that will promote our business. We intend to have our
first video units in operation.
We have not yet generated any revenues and the only operations that
we have engaged in is the development of a business plan. Our
business office is located: Room 1707, 17th Floor, CTS Center,
219 Zhong Shan Wu Road, Guangzhou, PR China, 510030. Phone:
011.86.13808821282. This is the office of our President, Hong
Mei Ma. Vibe is not required to pay for office space at this
time. There are no understandings or agreements currently in place
for Vibe to pay rent in the future. Ms. Ma is allowing the company
to occupy office space that she has arranged at no cost to the
company.
We have no plans to change our planned business activities or to
combine with another business, and we are not aware of any events or
circumstances that might cause these plans to change. We have not
yet begun operations and will not begin operations until we have
completed this offering. Our plan of operation is forward looking
and there is no assurance that we will ever begin operations. We
anticipate that should we raise the full $20,000 that we will be
able to fully fund the creation of our primary software advertising
system. Conceptually, this system will operate much like a kiosk on
a touch screen in areas of high foot traffic. Any amount less than
the full amount will still be put towards the creation of this
software, but it is unlikely that anything less than the full amount
will allow for the full creation of this software. Furthermore,
there is no guarantee that the full amount will cover all the costs
of this task even though we anticipate that this money should cover
the costs.
20
We have not yet conducted our development towards our
advertisement system. Moreover, we will require to raise new capital
through this offering to initiate our development in this system.
Provided that we raise the maximum of $20,000, we anticipate our
advertisement system will be fully developed within 120 days after
receiving our funds. Once we have completed our development stage,
we will be deploying our system throughout China. If we are unable
to raise our $20,000 target, we may face budgetary constraints
during our systems development stage, therefore, our planned
business launch in China may be delayed until additional capital is
raised.
While we are near the end stages of our system development, we will
initiate our marketing strategies. Our marketing campaign objectives
are to educate and generate awareness before our product is launched.
If we can raise above 50% of our maximum shares offering, we will
employ our marketing campaign for the next twelve months.
We have not conducted any market research into the likelihood of
success of our operations or the acceptance of our products or
advisory services by the public.
OUR STRATEGY
We intend to put our VIDEO UNITS in centres all around China.
Currently, we do not have any customers or any contracts for our
services. We also have not yet commenced any operations.
TARGET MARKET
We intend to target cities in China.
REGULATORY REQUIREMENTS
We might be required to obtain special licenses, or meet special
regulatory requirements before establishing our business, other than
a business license. If new government regulations, laws, or
licensing requirements are passed that would restrict or eliminate
delivery of any of our intended services, then our business may
suffer. For example, if we were required to obtain a government
issued license for the purpose of distributing our video units, then
we may not be able to qualify for such a license. If such a
licensing requirement existed, and we were not able to qualify, then
our business would suffer.
MARKETING
Initially, our services will be promoted by Ms. Ma. She will
discuss our services with his friends and business associates. We
also anticipate utilizing other marketing avenues in our attempt to
make our services known to the general public and attract potential
customers. These marketing activities will be designed to inform
potential customers about the benefits of using our services and may
include the following: development and distribution of marketing
literature; direct mail and email advertising; billboards
advertisement and, promotion of our web site.
REVENUE
We intend to generate revenues by selling our goods and services.
Therefore, we will require substantial start-up capital in order to
setup our distribution and begin operations. Hong Mei Ma, our
president, will be devoting approximately 20 hours a week of her
time to our operations.
Once we begin operations Ms. Ma has agreed
to commit up to an additional 10 hours a week if necessary .
Because Ms. Ma will only be devoting limited time to our operations,
our operations may be sporadic and occur at times which are
convenient to Ms. Ma . As a result, operations may be periodically
interrupted or suspended which could result in a lack of revenues
and a cessation of operations.
EMPLOYEES; IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES
We are a development stage company and currently have no employees,
other than our sole officer and director. We intend to hire
additional employees when they are needed.
21
OFFICES
Our offices are currently located at Room 1707, 17th Floor, CTS
Center, 219 Zhong Shan Wu Road, Guangzhou, PR China, 510030. Phone:
011.86.13808821282.
MANAGEMENT OFFICERS AND DIRECTORS
Our sole director will serve until his successor is elected and
qualified. Our sole officer is elected by the board of directors to
a term of one year and serves until his successor is duly elected
and qualified, or until she is removed from office. Our board of
directors has no nominating, auditing or compensation committees.
The name, address, age and position of our sole officer and
director is set forth below:
Name and Address: Hong Mei Ma, Room 1707, 17th Floor, CTS
Center, 219 Zhong Shan Wu Road, Guangzhou, PR China, 510030. Phone:
011.86.13808821282.
The person named above has held his offices/positions since the
inception of our company and is expected to hold his
offices/positions until the next annual meeting of our stockholders.
BACKGROUND OF OUR SOLE OFFICER AND DIRECTOR
1991-1995 University of Zhejiang 388 Yuhangtang Road
Hangzhou, Zhejiang, Bachelor Degree of Computer
Science
1996-1998 University of Zhejiang 388 Yuhangtang Road
Hangzhou, Zhejiang Master Degree of Computer
Science
1999-Present Chief Web Designer @ Minghui IT Group
301-588 Huaqiaocheng, Shenzhen, Guangdong
Ms. Ma's experience as the Chief Web Designer at Minghui IT
Group
includes the following:
*Researched and analyzed client web specification requirements
*Managed and assembled cross functional teams
*Developed and produced websites and databases
*Provided innovative and creative solutions to problem solving
*Stimulated team creativity during production phases
Ms. Ma's experience, qualifications, and skill from her
background in computer science and web design lead us to the
conclusion that the she should serve as a director for the
registrant, in light of the registrant's business and structure. Her
general information technology and programming skills will benefit
the development of the software and hardware platform of the video
library the registrant is attempting to compile. Furthermore, in
assembling and managing the proper computer consultant team.
Ms. Ma has not held any other directorships held, or any other
directorships during the past five years. No petition for
bankruptcy or insolvency law has been filed by or against Ms. Ma,
and Ms Ma has not been convicted in a criminal proceeding or has
been a named subject of a pending criminal proceeding nor the
subject of any order, judgment, or decree, permanently or
temporarily enjoining her from, or otherwise limiting, the following
activities.
RESEARCH AND DEVELOPMENT
We have not incurred costs to date and are not currently conducting
any research and development activities. We do, however, have plans
to undertake research and development activities during our first
year of operation. If we are able to raise funds in this offering,
we will retain one or more third parties to conduct research and
development concerning our adapters and to develop a prototype
model. We have not yet entered into any agreements, negotiations, or
discussions with any third parties with respect to such research and
development activities. We do not intend to do so until we commence
this offering. For a detailed description see "Plan of Operation."
22
DESCRIPTION OF PROPERTY
Our Principal executive offices are located at c/o Hong Mei Ma,
Suite 600 10617 105 Street NW Edmonton, Alberta, T5H 4P7. We
believe that this space is adequate for our current and immediately
foreseeable operating needs. We do not have any policies regarding
investments in real estate, securities, or other forms of property.
Ms. Ma is providing office space to the company for no charge.
There are no arrangements for the office to lease or pay for the
office space once the company begins operations.
MANAGEMENT'S DISCUSSION
ANALYSIS OR PLAN OF OPERATION
You should read the following plan of operation together with our
audited financial statements and related notes appearing elsewhere
in this prospectus. This plan of operation contains forward-looking
statements that involve risks, uncertainties, and assumptions. The
actual results may differ materially from those anticipated in these
forward-looking statements as a result of certain factors,
including, but not limited to, those presented under "Risk Factors"
on elsewhere in this prospectus.
We are a development stage corporation and have not started
operations and have not yet generated or realized any revenues.
Our auditors have issued an opinion on our financial statements
which includes a statement describing our going concern status. This
means that there is substantial doubt that we can continue as an
on-going business for the next twelve months unless we obtain
additional capital to pay our bills and meet our other financial
obligations. This is because we have not generated any revenues and
no revenues are anticipated until we begin marketing the product.
Accordingly, we must raise capital from sources other than the
actual sale of the product. We must raise capital to implement our
project and stay in business. Even if we raise the maximum amount of
money in this offering, we do not know how long the money will last,
however, we do believe it will last at least twelve months.
We can offer no assurance that we will raise any funds in this
offering. As disclosed above, we have no revenues, and, as such, if
we do not raise at least $16,000 from our offering we will not have
sufficient funds to operate the company for one year. If we are
unable to raise funds, we may attempt to sell the company or file
for bankruptcy. Our current cash resources will allow us to operate
for a further three months.
We have only one officer and director. She is responsible for our
managerial and organizational structure which will include
preparation of disclosure and accounting controls under the Sarbanes
Oxley Act of 2002. When theses controls are implemented, she will be
responsible for the administration of the controls.
23
Should she not have sufficient experience, she may be incapable of
creating and implementing the controls which may cause us to be
subject to sanctions and fines by the SEC which ultimately could
cause you to lose your investment.
Depending on the relative success of this offering, the following
table details how we intend to use the funds to execute our plan of
operation. All amounts listed below are estimates.
60% 80% 100%
General working $4,000 $4,000 $4,000
capital
Software $8,000 $8,000 $12,000
development costs
Sales and $0,000 $4,000 $4,000
Marketing
Total $12,000 $16,000 $20,000
We have no commitments or arrangements from any person to provide us
with any additional capital. If additional financing is not
available when needed, we may need to dramatically change our
business plan, sell the Company or cease operations. We do not
presently have any plans, arrangements, or agreements to sell or
merge our Company.
Assuming the 2,000,000 share offering is fully subscribed for in
this offering, we believe we can satisfy our cash requirements
during the next 12 months. We will not be conducting any product
research or development. We do not expect to purchase any
significant equipment. Further we do not expect significant changes
in the number of employees. Furthermore, any amount raised by the
offering less than 2,000,000 shares will allow this company to move
forward in developing the required software. There is no minimum
amount of cash required to initiate development. Funds raised by
this offering will allow for this development until the final
product has been reached or the offering time has expired, whichever
occurs first.
Upon completion of our public offering, our goal is to commence our
operations. We intend to accomplish the foregoing through the
following milestones:
1. Complete our public offering. We believe that we will raise
sufficient capital to begin our operations, and we believe that this
could take up to 180 days from the date the Securities and
Exchange Commission declares our offering effective. We will not
begin operations until we have closed this offering. We intend to
concentrate all of our efforts on raising as much capital as we can
during this period.
2. After completion of the offering, we will immediately begin to
develop our website. We believe that our website can be fully
operational within 90 days. We also intend to design and develop our
"Video Catalogue" which will advertise our product and our prices.
In the beginning of our business operations we plan to advertise our
business on the local billboards.
24
3. After our website is established, we intend to begin to market
our business to potential customers and investors through our
website, our catalogue, billboard advertisement and by personal
contacts through Ms. Ma, our president. We will also design a
catalogue and deliver it to the mailboxes of the residents in the
area of the cities in China.
Within 120 days after we complete our public offering, we should be
in the position to establish our first list of distribution sites.
We will attempt to open our business on a cost-sharing basis with
potential vendors in China. If we cannot generate sufficient
revenues to continue operations, we will suspend or cease
operations. If we cease operations, we do not know what we will do
and we do not have any plans to do anything else.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us upon which to
base an evaluation of our performance. We are in development stage
operations and have not yet generated any revenues.
We cannot guarantee we will be successful in our business
operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited
capital resources and possible cost overruns.
In addition to this offering, we are seeking equity financing in
order to obtain the capital required to implement our business plan.
We have no assurance that future financing will be available to us
on acceptable terms. If financing is not available to us on
satisfactory terms, we may be unable to continue, develop or expand
our operations. Equity financing could result in additional dilution
to our existing shareholders.
RESULTS OF OPERATIONS
We have not yet started our proposed business operations and will
not do so until we have completed this offering. We expect to begin
operations within 120 days after we complete this offering.
Since inception, we have issued 4,000,000 shares of common stock to
our sole officer and director.
GENERAL WORKING CAPITAL
To meet our need for cash we are attempting to raise money from
this offering.
We believe that we will be able to raise enough money through this
offering to begin operations but we cannot guarantee that once we
begin operations we will stay in business after operations have
commenced. If we are unable to successfully attract customers to
utilize our units, we may use up the proceeds from this offering and
will need to find alternative sources, like a second public
offering, a private placement of securities, or loans from our
officers or others in order for us to continue our operations. At
present, we have not made any arrangements to raise additional
capital, other than through this offering.
25
Our sole officer and director is willing to loan us money for our
operations until this offering has been completed or until the
offering period has expired.
If we need additional capital and cannot raise it we will either
have to suspend operations until we do raise the capital or cease
operations entirely. If we raise the minimum amount of money from
this offering, it will last one year. Other than as described in
this paragraph, we have no other financing plans.
As of the date of this prospectus, we have yet to generate any
revenues from our business operations.
We issued 4,000,000 shares of common stock pursuant to an exemption
from registration contained in Regulation S of the General Rules and
Regulations promulgated under the Securities Act of 1933. This was
accounted for as a sale of common stock.
As of October 31, 2009, our total assets were $4,083 and our total
liabilities were $340.
We may be wrong in our estimates of funds required in order to
proceed with developing executing our general business plan
described herein. Should we need additional funds, we would attempt
to raise these funds through additional private placements or by
borrowing money. We do not have any arrangements with potential
investors or lenders to provide such funds and there is no assurance
that such additional financing will be available when required in
order to proceed with the business plan or that our ability to
respond to competition or changes in the market place or to exploit
opportunities will not be limited by lack of available capital
financing. If we are unsuccessful in securing the additional capital
needed to continue operations within the time required, we may not
be in a position to continue operations.
We can offer no assurance that we will raise any funds in this
offering. As disclosed above, we have no revenues and, as such, if
we do not raise at least $20,000 from our offering we will not have
sufficient funds to develop our units. If we are unable to raise
funds, we may attempt to sell the Company or file for bankruptcy. We
do not have any current intentions, negotiations, or arrangements to
merge or sell the Company.
We are not aware of any material trend, event or capital commitment,
which would potentially adversely affect liquidity. In the event
such a trend develops, we believe that we will have sufficient funds
available to satisfy working capital needs through lines of credit
and the funds expected from equity sales.
OTHER
Except for historical information contained herein, the matters set
forth above are forward-looking statements that involve certain
risks and uncertainties that could cause actual results to differ
from those in the forward-looking statements.
26
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In September 2006, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (SFAS) No. 157,
Fair Value Measurements. This statement defines fair value,
establishes a framework for measuring fair value in generally
accepted accounting principles, and expands disclosure about fair
value measurements. This statement applies under other accounting
pronouncements that require or permit fair value measurement, the
FASB having previously concluded in those accounting pronouncements
that fair value is the relevant measurement attribute. This
statement does not require any new fair value measurements. However,
for some entities, the application of the statement will change
current practice. This statement is effective for financial
statements issued for fiscal years beginning after November 15,
2007, and interim periods within those fiscal years. The management
of the Company does not believe that this new pronouncement will
have a material impact on its financial statements.
In September 2006, the FASB issued SFAS No. 158, Employers
Accounting for Defined Benefit Pension and Other Postretirement
Plans an amendment of FASB Statements No. 87, 88, 106, and 132(R).
This statement improves financial reporting by requiring an employer
to recognize the overfunded or underfunded status of a defined
benefit postretirement plan (other than a multi-employer plan) as an
asset or liability in its statement of financial position and to
recognize changes in that funded status in the year in which the
changes occur through comprehensive income of a business entity or
changes in unrestricted net assets for a not-for-profit
organization. This statement also improves financial reporting by
requiring an employer to measure the funded status of a plan as of
the date of its year-end statement of financial position, with
limited exceptions. The management of the Company does not believe
that this new pronouncement will have a material impact on its
financial statements.
In February 2007, the FASB issued SFAS No. 159, "The Fair Value
Option for Financial Assets and Financial Liabilities - Including An
Amendment of FASB Statement No. 115," which permits entities to
measure many financial instruments and certain other items at fair
value that are not currently required to be measured at fair value.
An entity would report unrealized gains and losses on items for
which the fair value option has been elected in earnings at each
subsequent reporting date. The objective is to improve financial
reporting by providing entities with the opportunity to mitigate
volatility in reported earnings caused by measuring related assets
and liabilities differently without having to apply complex hedge
accounting provisions. The decision about whether to elect the fair
value option is applied instrument by instrument, with a few
exceptions; the decision is irrevocable; and it is applied only to
entire instruments and not to portions of instruments. SFAS No. 159
requires disclosures that facilitate comparisons (a) between
entities that choose different measurement attributes for similar
assets and liabilities and (b) between assets and liabilities in the
financial statements of an entity that selects different measurement
attributes for similar assets and liabilities. SFAS No. 159 is
effective for financial statements issued for fiscal years beginning
after November 15, 2007. Early adoption is permitted as of the
beginning of a fiscal year provided the entity also elects to apply
the provisions of SFAS No. 157. Upon implementation, an entity shall
report the effect of the first re-measurement to fair value as a
cumulative-effect adjustment to the opening balance of retained
earnings. Since the provisions of SFAS No. 159 are applied
prospectively, any potential impact will depend on the instruments
selected for fair value measurement at the time of implementation.
The management of the Company does not believe that this new
pronouncement will have a material impact on its financial statements.
27
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or
capital resources that are material to investors.
INFLATION
The amounts presented in the financial statements do not provide
for the effect of inflation on the Company's operations or its
financial position. Amounts shown for machinery, equipment, and
leasehold improvements and for costs and expenses reflect historical
cost and do not necessarily represent replacement cost. The net
operating losses shown would be greater than reported if the effects
of inflation were reflected either by charging operations with
amounts that represent replacement costs or by using other inflation
adjustments.
MARKET FOR COMMON EQUITY
RELATED STOCKHOLDER MATTERS
MARKET INFORMATION
There has been no market for our securities. Our common stock is
not traded on any exchange or on the over-the-counter market. After
the effective date of the registration statement relating to this
prospectus, we hope to have a market maker file an application with
the Financial Industry Regulatory Authority, FINRA for our common
stock to eligible for trading on the OTC Bulletin Board. We do not
yet have a market maker who has agreed to file such application.
There is no assurance that a trading market will develop, or, if
developed, that it will be sustained. Consequently, a purchaser of
our common stock may find it difficult to resell the securities
offered herein should the purchaser desire to do so when eligible
for public resale.
DIVIDEND POLICY
We have not declared or paid dividends on our common stock since
our formation, and we do not anticipate paying dividends in the
foreseeable future. Declaration or payment of dividends, if any, in
the future, will be at the discretion of our Board of Directors and
will depend on our then current financial condition, results of
operations, capital requirements and other factors deemed relevant
by the Board of Directors. There are no contractual restrictions on
our ability to declare or pay dividends.
SECURITIES AUTHORIZED UNDER EQUITY COMPENSATION PLANS
We have no equity compensation plans.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS
28
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth certain information regarding the
members of our Board of Directors and our executive officers as of
October 31, 2009.
Name Age Positions and
Offices Held
Hong Mei Ma 36 President and
Director
Our Director will hold office until the next annual meeting of our
stockholders or until their successors are duly elected and
qualified. Set forth below is a summary description of the principal
occupation and business experience of the director over the last 5
years.
There are no familial relationships among any of our Directors or
officers. None of our Directors or officers is a Director in any
other U.S. reporting companies except as mentioned above. None of
our Directors or officers has been affiliated with any company that
has filed for bankruptcy within the last five years. The Company is
not aware of any proceedings to which any of the Company's officers
or Directors, or any associate of any such officer or Director, is a
party that are adverse to the Company. We are also not aware of any
material interest of any of our officers or directors that is
adverse to our own interests.
Each Director of the Company serves for a term of one year or until
the successor is elected at the Company's annual stockholders'
meeting and is qualified, subject to removal by the Company's
stockholders. Each officer serves, at the pleasure of the Board of
Directors, for a term of one year and until the successor is elected
at the annual meeting of the Board of Directors and is qualified.
AUDIT COMMITTEE AND FINANCIAL EXPERT
We do not have an audit committee or an audit committee financial
expert. Our corporate financial affairs are simple at this stage of
development and each financial transaction can be viewed by any
officer or Director at will. The policy of having no committee will
change if the constitution of one such becomes necessary as a result
of growth of the Company or as mandated by public policy.
CODE OF ETHICS
We do not currently have a Code of Ethics applicable to our
principal executive, financial and accounting officers; however, the
Company plans to implement such a code in the first quarter of 2010.
POTENTIAL CONFLICTS OF INTEREST
Since we do not have an audit or compensation committee comprised
of independent Directors, the functions that would have been
performed by such committees are performed by our Board of
Directors. Thus, there is a potential conflict of interest in that
our Directors have the authority to determine issues concerning
management compensation, in essence their own, and audit issues that
may affect management decisions. We are not aware of any other
conflicts of interest with any of our executives or Directors.
29
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
We are not aware of any material legal proceedings that have
occurred within the past five years concerning any Director,
Director nominee, or control person which involved a criminal
conviction, a pending criminal proceeding, a pending or concluded
administrative or civil proceeding limiting one's participation in
the securities or banking industries, or a finding of securities or
commodities law violations.
EXECUTIVE COMPENSATION
We have not paid, nor do we owe, any compensation to our executive
officer. We have not paid any compensation to our officers since our
inception.
We have no employment agreements with any of our executive officers
or employees.
SUMMARY COMPENSATION TABLE
Name Year Salary $ Bonus $ Stock Option Non-Equity Non-qualified All Other Total $
and Awards $ Awards $ Incentive Deferred Compensation
Principal Plan Compensation $
Posit Compensation $ Earnings $
ion
Hong Mei Ma 2008 0 0 0 0 0 0 0 0
Chief
Executive
Hong Mei Ma
Chief 2009 0 0 0 0 0 0 0 0
Executive
(1) We were incorporated on October 29, 2009.
OPTION/SAR GRANTS
We do not currently have a stock option plan. No individual grants
of stock options, whether or not in tandem with stock appreciation
rights known as SARs or freestanding SARs have been made to any
executive officer or any Director since our inception; accordingly,
no stock options have been granted or exercised by any of the
officers or Directors since we were founded.
LONG-TERM INCENTIVE PLANS AND AWARDS
We do not have any long-term incentive plans that provide
compensation intended to serve as incentive for performance. No
individual grants or agreements regarding future payouts under
non-stock price-based plans have been made to any executive officer
or any Director or any employee or consultant since our inception;
accordingly, no future payouts under non-stock price-based plans or
agreements have been granted or entered into or exercised by our
officer or Director or employees or consultants since we were founded.
30
COMPENSATION OF DIRECTORS
There are no arrangements pursuant to which our Director is or will
be compensated in the future for any services provided as a Director.
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT
CHANGE-IN-CONTROL ARRANGEMENTS
There are currently no employment agreements or other contracts or
arrangements with our officers or Directors. There are no
compensation plans or arrangements, including payments to be made by
us, with respect to our officers, Directors or consultants that
would result from the resignation, retirement or any other
termination of any of our Directors, officers or consultants. There
are no arrangements for our Directors, officers, employees or
consultants that would result from a change-in-control.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than the transactions discussed below, we have not entered
into any transaction nor are there any proposed transactions in
which our Director, executive officer, stockholders or any member of
the immediate family of the foregoing had or is to have a direct or
indirect material interest.
On October 29, 2009, we subscribed 4, 000, 000 shares of our common
stock to Ms. Hong Mei Ma our President and Director, for a payment
of $4,000. 2008. We believe this issuance was deemed to be exempt
under Regulation S of the Securities Act. No advertising or general
solicitation was employed in offering the securities. The offering
and sale were made only to a non-U.S. citizen, and transfer was
restricted by us in accordance with the requirements of the
Securities Act of 1933.
On October 29, 2009, Ms. Hong Mei Ma loaned the company $340.
DIRECTOR INDEPENDENCE
We are not subject to listing requirements of any national
securities exchange or national securities association and, as a
result, we are not at this time required to have our board comprised
of a majority of independent Directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(i) The following table sets forth certain information concerning
the ownership of the Common Stock by (a) each person who, to the
best of our knowledge, beneficially owned on that date more than 5%
of our outstanding common stock, (b) each of our Directors and
executive officers and (c) all current Directors and executive
officers as a group.
Name and Address of Beneficial Number of Shares of Common Percent of common stock
owner Sotck Beneficially Owned or beneficially owned or right
Right to direct vote (1)
Hong Mei Ma 4,000,000 100%
31
(1) Beneficial ownership is determined in accordance with the rules
of the Securities and Exchange Commission (the "SEC") and generally
includes voting or investment power with respect to securities. In
accordance with SEC rules, shares of common stock issuable upon the
exercise of options or warrants which are currently exercisable or
which become exercisable within 60 days following the date of the
information in this table are deemed to be beneficially owned by,
and outstanding with respect to, the holder of such option or
warrant. Except as indicated by footnote, and subject to community
property laws where applicable, to our knowledge, each person listed
is believed to have sole voting and investment power with respect to
all shares of common stock owned by such person.
LEGAL PROCEEDINGS
There are no pending legal proceedings to which the Company
or any Director, officer or affiliate of the Company, any
owner of record or beneficial holder of more than 5% of any
class of voting securities of the Company, or security holder
is a party that is adverse to the Company. The Company's
property is not the subject of any pending legal proceedings.
DESCRIPTION OF SECURITIES
The following description of our capital stock is a summary
and is qualified in its entirety by the provisions of our
Articles of Incorporation, with amendments, all of which have
been filed as exhibits to our registration statement of which
this prospectus is a part.
OUR COMMON STOCK
We are authorized to issue 2,000,000, shares of our Common
Stock, $0.001 par value, of which, as of October 29, 2009
2,000,000 shares are issued and outstanding. Holders of shares
of common stock are entitled to one vote for each share on all
matters to be voted on by the stockholders. Holders of common
stock do not have cumulative voting rights. Holders of common
stock are entitled to share ratebly in dividends, if any, as
may be declared from time to time by the Board of Directors in
its discretion from funds legally available therefore. In the
event of our liquidation, dissolution, or winding up, the
holders of common stock are entitled to share pro rata all
assets remaining after payment in full of all liabilities. All
of the outstanding shares of common stock are fully paid and
non-assessable. Holders of common stock have no pre-emptive
rights to purchase our common stock. There are no conversion
or redemption rights or sinking fund provisions with respect
to the common stock.
OUR PREFERRED STOCK
We are not authorized to issue shares of preferred stock.
PLAN OF DISTRIBUTION
We are offering for sale a maximum of 2,000,000 shares of our
common stock in a self-underwritten offering directly to the
public at a price of $0.01 per share. There is no minimum
amount of shares that we must sell in our direct offering, and
therefore no minimum amount of proceeds will be raised. No
arrangements have been made to place funds into escrow or any
similar account. Upon receipt, offering proceeds will be
deposited into our operating account and used to conduct our
business and operations. We are offering the shares without
any underwriting discounts or commissions. The purchase price
is $0.01 per share. If all 4,000,000 shares are not sold
within 180 days from the date hereof, (which may be extended
an additional 90 days in our sole discretion), the offering
for the balance of the shares will terminate and no further
shares will be sold.
32
Our offering price of $0.01 per share was arbitrarily decided
upon by our management and is not based upon earnings or
operating history, does not reflect our actual value, and
bears no relation to our earnings, assets, book value, net
worth, or any other recognized criteria of value. No
independent investment banking firm has been retained to
assist in determining the offering price for the shares. Such
offering price was not based on the price of the issuance to
our founders. Accordingly, the offering price should not be
regarded as an indication of any future price of our stock.
We anticipate applying for trading of our common stock on the
over-the-counter (OTC) Bulletin Board upon the effectiveness
of the registration statement of which this prospectus forms a
part. To have our securities quoted on the OTC Bulletin Board
we must: (1) be a company that reports its current financial
information to the Securities and Exchange Commission, banking
regulators or insurance regulators; and (2) has at least one
market maker who completes and files a Form 211 with NASD
Regulation, Inc. The OTC Bulletin Board differs substantially
from national and regional stock exchanges because it (1)
operates through communication of bids, offers and
confirmations between broker-dealers, rather than one
centralized market or exchange; and, (2) securities admitted
to quotation are offered by one or more broker-dealers rather
than "specialists" which operate in stock exchanges. We have
not yet engaged a market maker to assist us to apply for
quotation on the OTC Bulletin Board and we are not able to
determine the length of time that such application process
will take. Such time frame is dependent on comments we
receive, if any, from the NASD regarding our Form 211
application.
There is currently no market for our shares of common stock.
There can be no assurance that a market for our common stock
will be established or that, if established, such market will
be sustained. Therefore, purchasers of our shares registered
hereunder may be unable to sell their securities, because
there may not be a public market for our securities. As a
result, you may find it more difficult to dispose of, or
obtain accurate quotes of our common stock. Any purchaser of
our securities should be in a financial position to bear the
risks of losing their entire investment.
We intend to sell the shares in this offering through Ms.
Hong Mei Ma who is the officer of the Company. She will
receive no commission from the sale of any shares. She will
not register as a broker-dealer under section 15 of the
Securities Exchange Act of 1934 in reliance upon Rule 3a4-1.
Rule 3a4-1 sets forth those conditions under which a person
associated with an issuer may participate in the offering of
the issuer's securities and not be deemed to be a
broker/dealer. The conditions are that:
1. The person is not statutorily disqualified, as that term is
defined in Section 3(a)(39) of the Act, at the time of his
participation; and,
2. The person is not compensated in connection with his
participation by the payment of commissions or other
remuneration based either directly or indirectly on
transactions in securities;
33
3. The person is not at the time of their participation, an
associated person of a broker/dealer; and,
4. The person meets the conditions of Paragraph (a)(4)(ii) of
Rule 3a4-1 of the Exchange Act, in that she (A) primarily
performs, or is intended primarily to perform at the end of
the offering, substantial duties for or on behalf of the
Issuer otherwise than in connection with transactions in
securities; and (B) is not a broker or dealer, or an
associated person of a broker or dealer, within the preceding
twelve (12) months; and (C) do not participate in selling and
offering of securities for any Issuer more than once every
twelve (12) months other than in reliance on Paragraphs
(a)(4)(i) or (a)(4)(iii).
Hong Mei Ma is not statutorily disqualified, is not being
compensated, and is not associated with a broker/dealer. She
is and will continue to be our officer at the end of the
offering and has not been during the last twelve months and is
currently not a broker/dealer or associated with a
broker/dealer. She has not during the last twelve months and
will not in the next twelve months offer or sell securities
for another corporation.
She will not utilize the Internet to advertise our offering.
OFFERING PERIOD AND EXPIRATION DATE
This offering will start on the date of this registration
statement is declared effective by the SEC and continue for a
period of 180 days. We may extend the offering period for an
additional 90 days, or unless the offering is completed or
otherwise terminated by us. We will not accept any money until
this registration statement is declared effective by the SEC.
PROCEDURES FOR SUBSCRIBING
We will not accept any money until this registration
statement is declared effective by the SEC. Once the
registration statement is declared effective by the SEC, if
you decide to subscribe for any shares in this offering, you
must:
1. execute and deliver a subscription agreement
2. deliver cash, a check or certified funds to us for
acceptance or rejection.
All checks for subscriptions must be made payable to "Vibe
Ventures Inc."
RIGHT TO REJECT SUBSCRIPTIONS
We have the right to accept or reject subscriptions in whole
or in part, for any reason or for no reason. All monies from
rejected subscriptions will be returned immediately by us to
the subscriber, without interest or deductions.
UNDERWRITERS
We have no underwriter and do not intend to have one. In the
event that we sell or intend to sell by means of any
arrangement with an underwriter, then we will file a
post-effective amendment to this S-1 to accurately reflect the
changes to us and our financial affairs and any new risk
factors, and in particular to disclose such material relevant
to this Plan of Distribution.
34
REGULATION M
We are subject to Regulation M of the Securities Exchange Act
of 1934. Regulation M governs activities of underwriters,
issuers, selling security holders, and others in connection
with offerings of securities. Regulation M prohibits
distribution participants and their affiliated purchasers from
bidding for purchasing or attempting to induce any person to
bid for or purchase the securities being distribute.
SECTION 15(G) OF THE EXCHANGE ACT
Our shares are covered by Section 15(g) of the Securities
Exchange Act of 1934, as amended, and Rules 15g-1 through
15g-6 promulgated there under. They impose additional sales
practice requirements on broker/dealers who sell our
securities to persons other than established customers and
accredited investors (generally institutions with assets in
excess of $5,000,000 or individuals with net worth in excess
of $1,000,000 or annual income exceeding $200,000 or $300,000
jointly with their spouses).
Rule 15g-1 exempts a number of specific transactions from the
scope of the penny stock rules.
Rule 15g-2 declares unlawful broker/dealer transactions in
penny stocks unless the broker/dealer has first provided to
the customer a standardized disclosure document.
Rule 15g-3 provides that it is unlawful for a broker/dealer
to engage in a penny stock transaction unless the
broker/dealer first discloses and subsequently confirms to the
customer current quotation prices or similar market
information concerning the penny stock in question.
Rule 15g-4 prohibits broker/dealers from completing penny
stock transactions for a customer unless the broker/dealer
first discloses to the customer the amount of compensation or
other remuneration received as a result of the penny stock
transaction.
Rule 15g-5 requires that a broker/dealer executing a penny
stock transaction, other than one exempt under Rule 15g-1,
disclose to its customer, at the time of or prior to the
transaction, information about the sales persons compensation.
Rule 15g-6 requires broker/dealers selling penny stocks to
provide their customers with monthly account statements.
Rule 15g-9 requires broker/dealers to approve the transaction
for the customer's account; obtain a written agreement from
the customer setting forth the identity and quantity of the
stock being purchased; obtain from the customer information
regarding his investment experience; make a determination that
the investment is suitable for the investor; deliver to the
customer a written statement for the basis for the suitability
determination; notify the customer of his rights and remedies
in cases of fraud in penny stock transactions; and, the NASD's
toll free telephone number and the central number of the North
American Administrators Association, for information on the
disciplinary history of broker/dealers and their associated
persons.
35
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There have not been any changes in or disagreements with our
auditors on accounting and financial disclosure or any other
matter.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our Certificate of Incorporation, as amended, provides to the
fullest extent permitted by Nevada law, our Directors, or
officers shall not be personally liable to us or our
stockholders for damages for breach of such Director's or
officer's fiduciary duty. The effect of this provision of our
Articles of Incorporation, as amended, is to eliminate our
right and our stockholders (through stockholders' derivative
suits on behalf of our Company) to recover damages against a
Director or officer for breach of the fiduciary duty of care
as a Director or officer (including breaches resulting from
negligent or grossly negligent behavior), except under certain
situations defined by statute. We believe that the
indemnification provisions in our Certificate of
Incorporation, as amended, are necessary to attract and retain
qualified persons as Directors and officers.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to Directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a Director,
officer, or controlling person of the Registrant in the
successful defence of any action, suit or proceeding) is
asserted by such Director, officer, or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.
LEGAL MATTERS
The validity of the securities offered hereby will be passed
upon for us by the law firm of Stepp Law Corporation.
EXPERTS
Our financial statements as of October 31, 2009 and for the
period then ended and cumulative from inception (October 29,
2009), appearing in this prospectus and registration statement
have been audited by an independent registered Public
Accounting Firm, as set forth on their report thereon
appearing elsewhere in this prospectus, and are included in
reliance upon such report given upon the authority of such
firm as experts in accounting and auditing.
INTEREST OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this prospectus as having
prepared or certified any part of this prospectus or having
given an opinion upon the validity of the securities being
registered or upon other legal matters in connection with the
registration or offering of the common stock was employed on a
contingency basis or had, or is to receive, in connection with
the offering, a substantial interest, directly or indirectly,
in the Registrant or any of its parents or subsidiaries. Nor
was any such person connected with the Registrant or any of
its parents, subsidiaries as a promoter, managing or principal
underwriter, voting trustee, Director, officer, or employee.
36
AVAILABLE INFORMATION
We have filed a registration statement on Form S-1 under the
Securities Act of 1933, as amended, relating to the shares of
common stock being offered by this prospectus, and reference
is made to such registration statement. This prospectus
constitutes the prospectus of Vibe Ventures Inc. filed as part
of the registration statement, and it does not contain all
information in the registration statement, as certain portions
have been omitted in accordance with the rules and regulations
of the Securities and Exchange Commission.
We are subject to the informational requirements of the
Securities Exchange Act of 1934 which requires us to file
reports, proxy statements and other information with the
Securities and Exchange Commission. Such reports, proxy
statements and other information may be inspected at public
reference facilities of the SEC at 100 F Street N.E.,
Washington D.C. 20549. Copies of such material can be obtained
from the Public Reference Section of the SEC at 100 F Street
N.E., Washington, D.C. 20549 at prescribed rates. Because we
file documents electronically with the SEC, you may also
obtain this information by visiting the SEC's Internet website
at http://www.sec.gov.
We will provide audited financial statements to our
stockholders on an annual basis; the statements will be
prepared by Kenne Ruan CPA, PLLC 40 Hemlock Hollow Road,
Woodbridge, CT, USA, 06525 telephone: 203-824-0441.
The Company may have limited reporting obligations under
Section 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"). The Company is required to file periodic
reports with the SEC when the Company issues any class of
securities for which a registration statement is filed
pursuant to the Securities Act of 1933 (The "Securities Act").
The reporting obligations under Section 15 (d) are
automatically suspended when (1) the Company lists said equity
on an exchange), or (2) at the beginning of the Company's
fiscal year, the class of securities covered by the
registration statement is held of record by fewer than 300
persons.
37
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Vibe Ventures Inc.
(A Development Stage Company)
We have reviewed the accompanying balance sheet of Vibe
Ventures Inc.(A development stage company) as of July 31,
2010, and the related statements of income, stockholders'
equity and comprehensive income, and cash flows for the
nine months ended July 31, 2010. These financial statements
are the responsibility of the Company's management.
We conducted our review in accordance with the standards of the
Public Company Accounting Oversight Board (United States).
A review of interim financial information consists principally
of applying analytical procedures and making inquiries of
persons responsible for financial and accounting matters. It is
sunstantially less in scope than an audit conducted in accordance
with the standards of the Public Accounting Oversight Board
(United States), the objective of which is the expression of an
opinion regarding the financial statements taken as awhole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material
modifications that should be made to the accompanying interim
financial statements for them to be in conformity with the
accounting principles generally accepted in the United States of
America.
/s/Kenne Ruan, CPA, P.C.
Woodbridge, Connecticut
November 24, 2010
38
FINANCIAL STATEMENTS
Vibe Ventures Inc.
(A Development Stage Company)
Vibe Ventures Inc.
(A Development Stage Company)
Statements of Operations
For the Year Ending October 31, 2009
General and Administrative Expenses
Filing Fees $194
Bank Charges $20
Wiring Fees $43
Operating Loss $(257)
Net (loss) for the period $(257)
Net (loss) per share - Basic and Diluted $-
Weighted Average Shares Outstanding - Basic and Diluted 4,000,000
The accompanying notes are an integral part of these financial
statements.
39
Vibe Ventures Inc.
(A Development Stage Company)
Statement of Cash Flows
For the Year Ending October 31, 2009
October 31, 2009
Cash Flow from Operating Activities
Net loss for the Period $(257)
Imputed interest on related party transactions -
Changes in non-cash working capital items
Accounts payable and accrued liabilities -
Net Cash Flow Used in Operating Activities (257)
Financing Activities
Share Capital Contribution $4,000
Shareholder Loan $340
Net Cash Flow Provided by Financing Activities $4,340
Net Change in Cash $4,083
Cash, Beginning of Period -
Cash, End of Period $4,083
The accompanying notes are an integral part of these financial
statements
40
Vibe Ventures Inc.
(A Development Stage Company)
Balance Sheets
As at October 31, 2009
October 31, 2009
Assets
Current Assets - Cash and Cash Equivalents $4,083
Website Development Costs -
TOTAL ASSETS $4,083
Liabilities
Current Liabilities
Accounts Payable and Accrued Liabilities - Related Party -
Shareholder Loan $340
TOTAL CURRENT LIABILITIES $340
Stockholders' Equity - Common Stock
Authorized:4,000,000 common shares at $0.01 par value $4,000
Deficit Accumulated during Development Stage $(257)
TOTAL STOCKHOLDERS' EQUITY $3,743
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $4,083
The accompanying notes are an integral part of these financial
statements
Vibe Ventures Inc.
(A Development Stage Company)
Statements of Stockholders' Equity
(Expressed in U.S. Dollars)
October 31, 2009
Common Stock Additional Deficit Total
Shares Amount Paid-in Capital Accumulated Stockholders'
During the Equity
Developmental
Stage
Common Stock
issued for 4,000,000 $4,000 $4,000
cash at $0.001
per share,
October 31,
2009
Net Loss for
the Year End (257) (257)
October 31,
2009
Balance, as at
October 31, 4,000,000 $4,000 - (257) $3,743
2009
The accompanying notes are an integral part of these financial
statements.
41
Vibe Ventures Inc.
(A Development Stage Company)
Notes to the Financial Statements
For the Year Ended October 31, 2009
NOTE 1 Organization and Nature or Business
Vibe Ventures Inc. ("the company") was incorporated on
October ,29 2009. The Company is in the development stage as
defined under the FASB Accounting Standards Codification (ASC)
Topic 915 Development Stage Entities.
NOTE 2 Going Concern
The financial statements have been prepared on a going
concern basis which assumes the Company will be able to
realize its assets and discharge its liabilities in the
normal course of business for the foreseeable future. The
Company has incurred losses since inception resulting in an
accumulated deficit of $257.00 as of October 31, 2009 and
further losses are anticipated in the development of its
business raising substantial doubt about the Company's
ability to continue as a going concern. The ability to
continue as a going concern is dependent upon the Company
generating profitable operations in the future and/or to
obtain the necessary financing to meet its obligations and
repay its liabilities arising from normal business
operations when they come due. Management intends to finance
operating costs over the next twelve months with existing cash
on hand and loans from directors and or private placement of
common stock.
NOTE 3 - Summary of Significant Accounting Policies
BASIS OF PRESENTATION
The financial statements of the Company have been prepared in
accordance with accounting principles generally accepted in
the United States of America and are presented in US dollars.
USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could
differ from those estimates.
Development Stage Company
The Company complies with the FASB Accounting Standards
Codification (ASC)
Topic 915 Development Stage Entities and the Securities and Exchange
Commission Exchange Act 7 for its characterization of the
Company as development stage.
Impairment of Long Lived Assets
The Company continually monitors events and changes in
circumstances that could indicate carrying amounts of
long-lived assets may not be recoverable. When such events or
changes in circumstances are present, the Company
assesses the recoverability of long-lived assets by
determining whether the carrying value of such assets will be
recovered through undiscounted expected future cash flows.
If the total of the future cash flows is less than the
carrying amount of those assets, the Company recognizes an
impairment loss based on the excess of the carrying amount
over the fair value of the assets. Assets to be disposed of
are reported at the lower of the carrying amount or the
fair value less costs to sell.
Foreign Currency Translation
The Company's functional currency is the Canadian dollar and
its reporting currency is the U.S. dollar.
42
Financial Instruments
The carrying value of the Company's financial instruments
approximates their fair value because of the short maturity of
these instruments.
Income Taxes
Income taxes are accounted for under the assets and liability
method. Deferred tax assets and liabilities are
recognized for the estimated future tax consequences
attributable to differences between the financial
statement carrying amounts of existing assets and
liabilities and their respective tax bases and operating
loss and tax credit carry forwards. Deferred tax assets and
liabilities are measured using enacted tax rates in effect for
the year in which those temporary differences are expected to
be recovered or settled.
Basic Income (Loss) Per Share Basic income (loss) per share
is calculated by dividing the Company's net loss applicable
to common shareholders by the weighted average number of
common shares during the period. Diluted earnings per share
is calculated by dividing the Company's net income
available to common shareholders by the diluted weighted
average number of shares outstanding during the year. The
diluted weighted average number of shares outstanding is the
basic weighted number of shares adjusted for any potentially
dilutive debt or equity. There are no such common stock
equivalents outstanding as of October 31, 2009.
Basic and Diluted Net Loss Per Share
In accordance with FASB No. , "Earnings Per Share', the
basic net loss per common share is computed by dividing net
loss available to common stockholders by the weighted average
number of common shares outstanding. Diluted net loss per
common share is computed similar to basic net loss per common
share except that the denominator is increased to include the
number of additional common shares that would have been
outstanding if the potential common shares had been issued and
if the additional common shares were dilutive. As at October
31 , 2009 diluted net loss per share is equivalent to basic
net loss per share.
Stock Based Compensation
Stock-based compensation is accounted for at fair value in
accordance with ASC Topic 718 Compensation - Stock Compensation. To
date,
the Company has not adopted a stock option plan and has not
granted any stock options.
Comprehensive Income
The Company adopted FASB Topic 220, Comprehensive Income,
which establishes standards for reporting and display of
comprehensive income, its components and accumulated balances.
The Company is disclosing this information on its Statement of
Stockholders' Equity. Comprehensive income comprises equity
except those resulting from investments by owners and
distributions to owners.
43
The Company has no elements of "other comprehensive income"
during the period ended October 31, 2010.
Accounting Basis
The Company uses the accrual basis of accounting and
accounting principles generally accepted in the United
States of America ("GAAP" accounting). The Company has
adopted a October 31 fiscal year end.
Dividends
The Company has not adopted any policy regarding payment
of dividends. No dividends have been paid during any of the
periods shown.
Revenue Recognition
The Company recognizes revenue when products are fully
delivered or services have been provided and collection is
reasonably assured.
New Accounting Standards
Management does not believe that any recently issued, but not
yet effective accounting standards if currently adopted could
have a material effect on the accompanying financial statements.
Recent Accounting Pronouncements
In May 2009, the FASB issued SFAS 165 (ASC 855-10) entitled
"Subsequent Events". Companies are now required to disclose
the date through which subsequent events have been evaluated
by management. Public entities (as defined) must conduct the
evaluation as of the date the financial statements are
issued, and provide disclosure that such date was used for
this evaluation. SFAS 165 (ASC 855-10)provides that
financial statements are considered "issued" when they are
widely distributed for general use and reliance in a form and
format that complies with GAAP. SFAS 165 (ASC 855-10) is
effective for interim and annual periods ending after June
15, 2009 and must be applied prospectively.
In June 2009, the FASB issued SFAS 168, The FASB
Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles. ("SFAS 168" or
ASC 105-10) SFAS 168 (ASC 105-10) establishes the Codification
as the sole source of authoritative accounting principles
recognized by the FASB to be applied by all nongovernmental
entities in the preparation of financial statements in
conformity with GAAP. SFAS 168 (ASC 105-10) was
prospectively effective for financial statements issued for
fiscal years ending on or after September 15, 2009 and interim
periods within those fiscal years. The adoption of SFAS 168
(ASC 105-10) on July 1, 2009 did not impact the Company's
results of operations or financial condition. The
Codification did not change GAAP, however, it did change the
way GAAP is organized and presented.
As a result, these changes impact how companies
reference GAAP in their financial statements and in their
significant accounting policies. The Company implemented
the Codification in this Report by providing references
to the Codification topics alongside references to the
corresponding standards.
44
With the exception of the pronouncements noted above, no
other accounting standards or interpretations issued or
recently adopted are expected to have a material impact on the
Company's financial position, operations or cash flows.
NOTE 4 Common Stock
In October 29 2009, the Company issued 4,000,000 shares of
common stock at a price of $0.001 per share for total cash
proceeds of $4,000.
There were 4,000,000 shares of common stock issued and
outstanding as of October 31, 2009.
.NOTE 5- Commitments And Contingencies
The Company neither owns nor leases any real or personal
property. An officer has provided office services without
charge. There is no obligation for the officer to continue
this arrangement. Such costs are immaterial to the financial
statements and accordingly are not reflected herein. The
officers and directors are involved in other business
activities and most likely will become involved in other
business activities in the future.
NOTE 6 Subsequent Events
In accordance with SFAS 165 (ASC 855-10) the Company has
analyzed its operations subsequent to October 31, 2009 has
determined that it does not have any material subsequent
events to disclose in these financial statements.
NOTE 7- Loan From Shareholder
On October 29, 2009, the sole Director and President Hong Mai
Ma loaned the Company $340. The loan is unsecured,
non-interest bearing, and due on demand.
The balance due to the shareholder is $340 as of October 31,
2009.
45
Vibe Ventures Inc.
(A Development Stage Company)
Balance Sheets
As of October 31, 2009
For the Three Months For the Year
Ended October,
Ended 31, 2009
(Unaudited)
January 31,
2010 (Unaudited)
Assets
Current Assets - Cash and Cash Equivalents $2,568 $ 4,083
Website Development Costs - -
TOTAL ASSETS $2,568 $ 4,083
Liabilities
Current Liabilities
Accounts Payable and Accrued Liabilities - Related - -
Party
Shareholder Loan $340 $340
TOTAL CURRENT LIABILITIES $340 $340
Stockholders' Equity - Common Stock
Authorized:4,000,000 common shares at $0.01 par $4,000 $4,000
value
Deficit Accumulated during Development Stage $(1,772) $(257)
TOTAL STOCKHOLDERS' EQUITY $2,228 $3,743
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $2,568 $4,083
Statement of Cash Flows
For the Period from October 19,2009 (Inception) to
October 31, 2009 and January 31, 2010
For the Three For the Year Ended
Months Ended October 31, 2009
January 31, 2010 (Unaudited)
(Unaudited)
Cash Flow from Operating Activities
Net loss for the Period $ (1,515) $(257)
Imputed interest on related party transactions -
Changes in non-cash working capital items
Accounts payable and accrued liabilities -
Net Cash Flow Used in Operating Activities $(1,515) $(257)
Financing Activities
Share Capital Contribution - $4,000
Shareholder Loan - $340
Net Cash Flow Provided by Financing Activities - $4,340
Net Change in Cash $(1,515) $4,083
Cash, Beginning of Period $4,083 -
Cash, End of Period $2,568 $4,083
The accompanying notes are an integral part of these financial
statements.
Statements of Operations
For the Period from October 19, 2009 (Inception)
to October 31, 2009 and January 31, 2010
General and Administrative Expenses For the Three For the Year Ended
Months Ended October 31, 2009
January 31, 2010 (Unaudited)
(Unaudited)
Filing Fees - $194
Bank Charges $15 $20
Wiring Fees - $43
Professional Fees $1,500 -
Operating Loss $(1,515) $(257)
Net (loss) for the period $(1,515) $(257)
Net (loss) per share - Basic and Diluted - -
Weighted Average Shares Outstanding - Basic and Diluted 4,000,000 4,000,000
The accompanying notes are an integral part of these financial
statements.
Statements of Stockholders' Equity
(Expressed in U.S. Dollars)
October 31, 2009 and January 31, 2010
Common Stock Additional Deficit Total
Shares Amount Paid-in Capital Accumulated Stockholders'
During the Equity
Developmental
Stage
Common Stock
issued for 4,000,000 $4,000 $4,000
cash at $0.001
per share,
October 31,
2009
Net Loss for
the Year End $(257) $(257)
October 31,
2009
Net Loss for
the period End $(1,515) $(1,515)
January 31,
2010
Balance, as at
October 31, 4,000,000 $4,000 - $(1,772) $2,228
2009
The accompanying notes are an integral part of these financial
statements.
48
Vibe Ventures Inc.
(A Development Stage Company)
Notes to the Financial Statements
For the Year Ended October 31, 2009 to
the six months ended April 30, 2010
1. Nature and Continuance of Operations
The Company is a development stage company, which was
incorporated on October 19, 2009.
Operations started on that Date.
The company has incurred a deficit of $ 1,515.00 since its
inception. The six months ended interim financial statements have
are unaudited
The Company's year-end is October 31.
2. Capital Stock
On October 18, 2009, the Company issued 4,000,000 common
shares at $0.001 per share to the sole director of the Company
for the total proceeds of $4,000.
3. Related Party Transactions
The Company's sole officer has loaned the company $340.00
without interest and fixed term of repayment.
4. Summary of Significant Accounting Policies
The financial statements of the Company have been prepared in
accordance with accounting principles generally accepted in
the United States of America. Because a precise determination
of many assets and liabilities is dependent upon future
events, the preparation of financial statements for a period
necessarily involves the use of estimates, which have been
made using careful judgment. Actual results may vary from
these estimates.
49
The financial statements have, in management's opinion, been
properly prepared within the framework of the significant
accounting policies summarized below:
Development Stage Company
The Company complies with the FASB Accounting Standards
Codification (ASC)
Topic 915 Development Stage Entities and the Securities and Exchange
Commission Exchange Act 7 for its characterization of the
Company as development stage.
Impairment of Long Lived Assets
Long-lived assets are reviewed for impairment in accordance
with ASC Topic 360, "Accounting for the Impairment or Disposal
of Long- lived Assets". Under ASC Topic 360, long-lived assets
are tested for recoverability whenever events or changes in
circumstances indicate that their carrying amounts may not be
recoverable. An impairment charge is recognized or the amount,
if any, which the carrying value of the asset exceeds the fair
value.
Foreign Currency Translation
The Company is located and operating outside of the United
States of America. It maintains its accounting records in U.S.
Dollars, as follows:
At the transaction date, each asset, liability, revenue, and
expense is translated into U.S. dollars by the use of exchange
rates in effect at that date. At the period end, monetary
assets and liabilities are re-measured by using the exchange
rate in effect at that date. The resulting foreign exchange
gains and losses are included in operations.
The Company's currency exposure is insignificant and
immaterial and we do not use derivative instruments to reduce
its potential exposure to foreign currency risk.
Financial Instruments
The carrying value of the Company's financial instruments
consisting of cash equivalents and accounts payable and
accrued liabilities approximates their fair value because of
the short maturity of these instruments. Unless otherwise
noted, it is management's opinion that the Company is not
exposed to significant interest, currency or credit risks
arising from these financial instruments.
50
Income Taxes
The Company uses the assets and liability method of accounting
for income taxes in accordance with FASB Topic 740 (Income Tax).
Under this method, deferred tax assts and
liabilities are recognized for the future tax consequences
attributable to temporary differences between the financial
statements carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled.
Basic and Diluted Net Loss Per Share
In accordance with FASB No. 260, "Earnings Per Share', the
basic net loss per common share is computed by dividing net
loss available to common stockholders by the weighted average
number of common shares outstanding. Diluted net loss per
common share is computed similar to basic net loss per common
share except that the denominator is increased to include the
number of additional common shares that would have been
outstanding if the potential common shares had been issued and
if the additional common shares were dilutive. As at October
31, 2009, diluted net loss per share is equivalent to basic
net loss per share.
Stock Based Compensation
The Company accounts for stock options and similar equity
instruments issued in accordance with ASC Topic 718 Compensation
Stock Compensation. Accordingly, compensation costs attributable to
stock options or similar equity instruments granted are measured at
the fair value at the grant date, and expensed over the expected
vesting period. Transactions in which goods or services are
received in exchange for the issuance of equity instruments are
accounted for based on the fair value of the consideration received
or the fair value of the equity instruments issued, whichever is
more
reliably measurable. ASC Topic 718 Compensation Stock Compensation
requires excess tax benefits be reported as a financing cash inflow
rather than as a reduction of taxes paid.
The Company did not grant any stock options during the period
ended April 3, 2010.
51
Comprehensive Income
The Company adopted FASB Topic 220, Comprehensive Income,
which establishes standards for reporting and display of
comprehensive income, its components and accumulated balances.
The Company is disclosing this information on its Statement of
Stockholders' Equity. Comprehensive income comprises equity
except those resulting from investments by owners and
distributions to owners.
The Company has no elements of "other comprehensive income"
during the period ended April 30, 2010.
New Accounting Standards
Management does not believe that any recently issued, but not
yet effective accounting standards if currently adopted could
have a material effect on the accompanying financial statements.
In February 2007, the FASB issued SFAS No. 159, The Fair Value
Option for Financial Assets and Financial Liabilities -
Including an Amendment of FASB Statement No. 115, which
permits entities to choose to measure many financial
instruments and certain other items at fair value that are not
currently required to be measured at fair value. An entity
would report unrealized gains and losses on items for which
the fair value option has been elected in earnings at each
subsequent reporting date. The objective is to improve
financial reporting by providing entities with the opportunity
to mitigate volatility in reported earnings caused by
measuring related assets and liabilities differently without
having to apply complex hedge accounting provisions. The
decision about whether to elect the fair value option is
applied instrument by instrument, with a few exceptions; the
decision is irrevocable; and it is applied only to entire
instruments and not to portions of instruments. SFAS No. 159
requires disclosures that facilitate comparisons (a) between
entities that choose different measurement attributes for
similar assets and liabilities and (b) between assets and
liabilities in the financial statements of an entity that
selects different measurement attributes for similar assets
and liabilities. SFAS No. 159 is effective for financial
statements issued for fiscal years beginning after November
15, 2007. Early adoption is permitted as of the beginning of a
fiscal year provided the entity also elects to apply the
provisions of SFAS No. 157. Upon implementation, an entity
shall report the effect of the first re-measurement to fair
value as a cumulative-effect adjustment to the opening balance
of retained earnings. Since the provisions of SFAS No. 159 are
applied prospectively, any potential impact will depend on the
instruments selected for fair value measurement at the time of
implementation. The management of the Company does not expect
the adoption of this pronouncement to have a material impact
on its financial statements.
52
In December 2007, the FASB issued SFAS No. 160, Non-controlling
Interests in Consolidated Financial Statements An Amendment of
ARB No. 51, which establishes accounting and reporting
standards to improve the relevance, comparability, and
transparency of financial information in its consolidated
financial statements. This is accomplished by requiring all
entities, except not-for-profit organizations, that prepare
consolidated financial statements to (a) clearly identify,
label, and present ownership interests in subsidiaries held by
parties other than the parent in the consolidated statement of
financial position within equity, but separate from the
parents equity, (b) clearly identify and present both the
parents and the non-controlling interest attributable
consolidated net income on the face of the consolidated
statement of income, (c) consistently account for changes in
parents ownership interest while the parent retains it
controlling financial interest in subsidiary and for all
transactions that are economically similar to be accounted for
similarly, (d) measure of any gain, loss or retained
non-controlling equity at fair value after a subsidiary is
deconsolidated, and (e) provide sufficient disclosures that
clearly identify and distinguish between the interests of the
parent and the interests of the non-controlling owners. This
Statement also clarifies that a non-controlling interest in a
subsidiary is an ownership interest in the consolidated entity
that should be reported as equity in the consolidated
financial statements. SFAS No. 160 is effective for fiscal
years, and interim periods on or after December 15, 2008. The
management of the Company does not expect the adoption of this
pronouncement to have a material impact on its financial
statements.
In December 2007, the FASB issued SFAS 141R, Business
Combinations - Revised 2007, which replaces FASB Statement No.
141, Business Combinations. SFAS 141R establishes principles
and requirements intending to improve the relevance,
representational faithfulness, and comparability of
information that a reporting entity provides in its financial
reports about a business combination and its effects. This is
accomplished through requiring the acquirer to recognize
assets acquired and liabilities assumed arising from
contractual contingencies as of the acquisition date, measured
at their acquisition-date fair values. This includes
contractual contingencies only if it is more likely than not
that they meet the definition of an asset or a liability in
FASB Concepts Statement No. 6, Elements of Financial
Statements - a replacement of FASB Concepts Statement No. 3.
This statement also requires the acquirer to recognize
goodwill as of the acquisition date, measured as a residual.
However, this statement improves the way in which an acquirers
obligations to make payments conditioned on the outcome of
future events are recognized and measured, which in turn
improves the measure of goodwill. This statement also defines
a bargain purchase as a business combination in which the
total acquisition-date fair value of the consideration
transferred plus any non-controlling interest in the acquiree,
and it requires the acquirer to recognize that excess in
earnings as a gain attributable to the acquirer. This
therefore improves the representational faithfulness and
completeness of the information provided about both the
acquirers earnings during the period in which it makes a
bargain purchase and the measures of the assets acquired in
the bargain purchase. The Company does not expect the adoption
of this pronouncement to have a material impact on its
financial statements.
53
================================================================
Vibe Ventures Inc.
(A Development Stage Company)
Balance Sheets
As of October 31, 2009 and July 31, 2010
As of July As of April, As of January, As of October,
31, 2010 30, 2010 31, 2010 31, 2009
(Unaudited) (Unaudited) (unaudited) (Audited)
Assets
Current Assets - Cash and $568 $568 $2,568 $ 4,083
Cash Equivalents
Website Development Costs - - - -
TOTAL ASSETS $568 $568 $2,568 $ 4,083
Liabilities
Current Liabilities
Accounts Payable - - - -
and Accrued Liabilities -
Related Party
Shareholder Loan $340 $340 $340 $340
TOTAL CURRENT LIABILITIES - - $340 $340
Stockholders' Equity - Common
Stock
$4,000 $4,000 $4,000 $4,000
Authorized:4,000,000 common
shares at $0.01 par value
Deficit $(3,772) $(3,772) $(1,772) $(257)
Accumulated during
Development Stage
TOTAL STOCKHOLDERS' EQUITY $228 $228 $2,228 $3,743
TOTAL LIABILITIES AND $568 $568 $2,568 $4,083
STOCKHOLDERS' EQUITY
Statement of Cash Flows
For the Period from October 19,2009 (Inception) to
October 31, 2009 and July 31, 2010
As of July 31, As of April As of January As of October 31,
2010 30, 2010 31, 2010 2009 (Audited)
(Unaudited) (Unaudited) (Unaudited)
Cash Flow from Operating
Activities
Net loss for the Period - $(2,000) $ (1,515) $(257)
Imputed interest on - - - -
related party transactions
Changes in non-cash
working capital items
Accounts - - - -
payable and accrued
liabilities
Net Cash Flow Used in - $(2,000) $(1,515) $(257)
Operating Activities
Financing Activities
Share - - - $4,000
Capital Contribution
Shareholder - - - $340
Loan
Net Cash Flow Provided by - - - $4,340
Financing Activities
Net Change in Cash - $(2,000) $(1,515) $4,083
Cash, Beginning of Period $568 $2,568 $4,083 -
Cash, End of Period $568 $568 $2,568 $4,083
The accompanying notes are an integral part of these financial
statements.
Statements of Operations
For the Period from October 19, 2009 (Inception)
to October 31, 2009 and January 31, 2010
General and For the Nine For the For the For the For the For the
Administrative Months Ended Three Months Three Three Year Ended Period From
Expenses July 31, Ended July Months Months October Inception
2010 31, 2010 Ended Ended 31, 2009 (October
(Unaudited) (Unaudited) April 30, January (Unaudited) 19, 2006)
2010 31, 2010 to July 31,
(Unaudited) (Unaudited) 2010
(Audited)
Filing Fees - - $2,000 - $194 $2,194
Bank Charges - - - $15 $20 $35
Wiring Fees - - - - $43 43
Professional Fees - - - $1,500 - $1,500
Operating Loss - - $(2,000) $(1,515) $(257) $(3,772)
Net (loss) for the - - $(2,000) $(1,515) $(257) $(3,772)
period
Net (loss) per - - - - - -
share - Basic and
Diluted
Weighted Average 4,000,000 4,000,000 4,000,000 4,000,000 4,000,000 4,000,000
Shares Outstanding
- Basic and Diluted
The accompanying notes are an integral part of these financial
statements.
Statements of Stockholders' Equity
(Expressed in U.S. Dollars)
October 31, 2009 and July 31, 2010
Common Stock Additional Deficit Total
Shares Amount Paid-in Capital Accumulated Stockholders'
During the Equity
Developmental
Stage
Common Stock
issued for 4,000,000 $4,000 $4,000
cash at $0.001
per share,
October 31,
2009
Net Loss for
the Year End $(257) $(257)
October 31,
2009 (Audited)
Net Loss for
the period End $(1,515) $(1,515)
January 31,
2010
Balance, as at
January 31, 4,000,000 $4,000 - $(1,772) $2,228
2009
(Unaudited)
Net Loss for $(2,000) $(2,000)
the Period
Ended April
30, 2010
Balance, as at 4,000,000 $4,000 - $3,772 $228
April 30, 2010
(Unaudited)
Net Loss for - - - - -
the Period
Ended July 31,
2010
The accompanying notes are an integral part of these financial
statements.
55
Vibe Ventures Inc.
(A Development Stage Company)
Notes to the Financial Statements
For the Year Ended October 31, 2009 to
the nine months ended July 31, 2010
1. Nature and Continuance of Operations
The Company is a development stage company, which was
incorporated on October 19, 2009.
Operations started on that Date.
The company has incurred a deficit of $ 3,772.00 since its
inception. The nine months ended interim financial statements have
are unaudited
The Company's year-end is October 31.
2. Capital Stock
On October 18, 2009, the Company issued 4,000,000 common
shares at $0.001 per share to the sole director of the Company
for the total proceeds of $4,000.
3. Related Party Transactions
The Company's sole officer has loaned the company $340.00
without interest and fixed term of repayment.
4. Summary of Significant Accounting Policies
The financial statements of the Company have been prepared in
accordance with accounting principles generally accepted in
the United States of America. Because a precise determination
of many assets and liabilities is dependent upon future
events, the preparation of financial statements for a period
necessarily involves the use of estimates, which have been
made using careful judgment. Actual results may vary from
these estimates.
The financial statements have, in management's opinion, been
properly prepared within the framework of the significant
accounting policies summarized below:
Development Stage Company
The Company complies with the FASB Accounting Standards
Codification (ASC)
Topic 915 Development Stage Entities and the Securities and Exchange
Commission Exchange Act 7 for its characterization of the
Company as development stage.
Impairment of Long Lived Assets
Long-lived assets are reviewed for impairment in accordance
with ASC Topic 360, "Accounting for the Impairment or Disposal
of Long- lived Assets". Under ASC Topic 360, long-lived assets
are tested for recoverability whenever events or changes in
circumstances indicate that their carrying amounts may not be
recoverable. An impairment charge is recognized or the amount,
if any, which the carrying value of the asset exceeds the fair
value.
56
Foreign Currency Translation
The Company is located and operating outside of the United
States of America. It maintains its accounting records in U.S.
Dollars, as follows:
At the transaction date, each asset, liability, revenue, and
expense is translated into U.S. dollars by the use of exchange
rates in effect at that date. At the period end, monetary
assets and liabilities are re-measured by using the exchange
rate in effect at that date. The resulting foreign exchange
gains and losses are included in operations.
The Company's currency exposure is insignificant and
immaterial and we do not use derivative instruments to reduce
its potential exposure to foreign currency risk.
Financial Instruments
The carrying value of the Company's financial instruments
consisting of cash equivalents and accounts payable and
accrued liabilities approximates their fair value because of
the short maturity of these instruments. Unless otherwise
noted, it is management's opinion that the Company is not
exposed to significant interest, currency or credit risks
arising from these financial instruments.
Income Taxes
The Company uses the assets and liability method of accounting
for income taxes in accordance with FASB Topic 740 (Income Tax).
Under this method, deferred tax assts and
liabilities are recognized for the future tax consequences
attributable to temporary differences between the financial
statements carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled.
Basic and Diluted Net Loss Per Share
In accordance with FASB No. 260, "Earnings Per Share', the
basic net loss per common share is computed by dividing net
loss available to common stockholders by the weighted average
number of common shares outstanding. Diluted net loss per
common share is computed similar to basic net loss per common
share except that the denominator is increased to include the
number of additional common shares that would have been
outstanding if the potential common shares had been issued and
if the additional common shares were dilutive. As at October
31, 2009, diluted net loss per share is equivalent to basic
net loss per share.
Stock Based Compensation
The Company accounts for stock options and similar equity
instruments issued in accordance with ASC Topic 718 Compensation
Stock Compensation. Accordingly, compensation costs attributable
to stock options or similar equity instruments granted are measured
at the fair value at the grant date, and expensed over the expected
vesting period. Transactions in which goods or services are
received in exchange for the issuance of equity instruments are
accounted for based on the fair value of the consideration received
or the fair value of the equity instruments issued, whichever is
more
reliably measurable. ASC Topic 718 Compensation Stock Compensation
requires excess tax benefits be reported as a financing cash inflow
rather than as a reduction of taxes paid.
The Company did not grant any stock options during the period
ended July 31, 2010.
Comprehensive Income
The Company adopted FASB Topic 220, Comprehensive Income,
which establishes standards for reporting and display of
comprehensive income, its components and accumulated balances.
The Company is disclosing this information on its Statement of
Stockholders' Equity. Comprehensive income comprises equity
except those resulting from investments by owners and
distributions to owners.
The Company has no elements of "other comprehensive income"
during the period ended July 31, 2010.
New Accounting Standards
Management does not believe that any recently issued, but not
yet effective accounting standards if currently adopted could
have a material effect on the accompanying financial statements.
57
In February 2007, the FASB issued SFAS No. 159, The Fair Value
Option for Financial Assets and Financial Liabilities -
Including an Amendment of FASB Statement No. 115, which
permits entities to choose to measure many financial
instruments and certain other items at fair value that are not
currently required to be measured at fair value. An entity
would report unrealized gains and losses on items for which
the fair value option has been elected in earnings at each
subsequent reporting date. The objective is to improve
financial reporting by providing entities with the opportunity
to mitigate volatility in reported earnings caused by
measuring related assets and liabilities differently without
having to apply complex hedge accounting provisions. The
decision about whether to elect the fair value option is
applied instrument by instrument, with a few exceptions; the
decision is irrevocable; and it is applied only to entire
instruments and not to portions of instruments. SFAS No. 159
requires disclosures that facilitate comparisons (a) between
entities that choose different measurement attributes for
similar assets and liabilities and (b) between assets and
liabilities in the financial statements of an entity that
selects different measurement attributes for similar assets
and liabilities. SFAS No. 159 is effective for financial
statements issued for fiscal years beginning after November
15, 2007. Early adoption is permitted as of the beginning of a
fiscal year provided the entity also elects to apply the
provisions of SFAS No. 157. Upon implementation, an entity
shall report the effect of the first re-measurement to fair
value as a cumulative-effect adjustment to the opening balance
of retained earnings. Since the provisions of SFAS No. 159 are
applied prospectively, any potential impact will depend on the
instruments selected for fair value measurement at the time of
implementation. The management of the Company does not expect
the adoption of this pronouncement to have a material impact
on its financial statements.
In December 2007, the FASB issued SFAS No. 160, Non-controlling
Interests in Consolidated Financial Statements An Amendment of
ARB No. 51, which establishes accounting and reporting
standards to improve the relevance, comparability, and
transparency of financial information in its consolidated
financial statements. This is accomplished by requiring all
entities, except not-for-profit organizations, that prepare
consolidated financial statements to (a) clearly identify,
label, and present ownership interests in subsidiaries held by
parties other than the parent in the consolidated statement of
financial position within equity, but separate from the
parents equity, (b) clearly identify and present both the
parents and the non-controlling interest attributable
consolidated net income on the face of the consolidated
statement of income, (c) consistently account for changes in
parents ownership interest while the parent retains it
controlling financial interest in subsidiary and for all
transactions that are economically similar to be accounted for
similarly, (d) measure of any gain, loss or retained
non-controlling equity at fair value after a subsidiary is
deconsolidated, and (e) provide sufficient disclosures that
clearly identify and distinguish between the interests of the
parent and the interests of the non-controlling owners. This
Statement also clarifies that a non-controlling interest in a
subsidiary is an ownership interest in the consolidated entity
that should be reported as equity in the consolidated
financial statements. SFAS No. 160 is effective for fiscal
years, and interim periods on or after December 15, 2008. The
management of the Company does not expect the adoption of this
pronouncement to have a material impact on its financial
statements.
In December 2007, the FASB issued SFAS 141R, Business
Combinations - Revised 2007, which replaces FASB Statement No.
141, Business Combinations. SFAS 141R establishes principles
and requirements intending to improve the relevance,
representational faithfulness, and comparability of
information that a reporting entity provides in its financial
reports about a business combination and its effects. This is
accomplished through requiring the acquirer to recognize
assets acquired and liabilities assumed arising from
contractual contingencies as of the acquisition date, measured
at their acquisition-date fair values. This includes
contractual contingencies only if it is more likely than not
that they meet the definition of an asset or a liability in
FASB Concepts Statement No. 6, Elements of Financial
Statements - a replacement of FASB Concepts Statement No. 3.
This statement also requires the acquirer to recognize
goodwill as of the acquisition date, measured as a residual.
However, this statement improves the way in which an acquirers
obligations to make payments conditioned on the outcome of
future events are recognized and measured, which in turn
improves the measure of goodwill. This statement also defines
a bargain purchase as a business combination in which the
total acquisition-date fair value of the consideration
transferred plus any non-controlling interest in the acquiree,
and it requires the acquirer to recognize that excess in
earnings as a gain attributable to the acquirer. This
therefore improves the representational faithfulness and
completeness of the information provided about both the
acquirers earnings during the period in which it makes a
bargain purchase and the measures of the assets acquired in
the bargain purchase. The Company does not expect the adoption
of this pronouncement to have a material impact on its
financial statements.
58
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification of Directors and Officers
Our Certificate of Incorporation, as amended, provides to the
fullest extent permitted by Nevada law, our Directors, or
officers shall not be personally liable to us or our
stockholders for damages for breach of such Director's or
officer's fiduciary duty. The effect of this provision of our
Articles of Incorporation, as amended, is to eliminate our
right and our stockholders (through stockholders' derivative
suits on behalf of our Company) to recover damages against a
Director or officer for breach of the fiduciary duty of care
as a Director or officer (including breaches resulting from
negligent or grossly negligent behavior), except under certain
situations defined by statute. We believe that the
indemnification provisions in our Certificate of
Incorporation, as amended, are necessary to attract and retain
qualified persons as Directors and officers.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to Directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a Director,
officer, or controlling person of the Registrant in the
successful defence of any action, suit or proceeding) is
asserted by such Director, officer, or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.
Item 25. Other Expenses of Issuance and Distribution
The following table sets forth an itemization of all estimated
expenses, all of which we will pay, in connection with the
issuance and distribution of the securities being registered:
Nature of Expense
Amount
SEC Registration Fee
$223.20
Accounting Fees and Expenses
$2,500
Legal Fees and Expenses
$2,500
Total
$5,223.20
Item 26. Recent Sales of Unregistered Securities
59
The following sets forth information regarding all sales of
our unregistered securities during the past three years. None
of the holders of the shares issued below have subsequently
transferred or disposed of their shares and the list is also a
current listing of the Company's stockholders.
On October 29, 2009 we issued a total of 4,000,000 shares of
our common stock to our Principal Executive Officer and
Treasurer, Hong Mei Ma. The purchase price for such
shares was equal to their par value, $0.001 per share,
amounting in the aggregate for all 4,000,000 shares to $4,000.
None of these transactions involved any underwriters,
underwriting discounts or commissions or any public offering,
and we believe these issuances were exempt under Regulation S
of the Securities Act. No advertising or general solicitation
was employed in offering the securities. The offering and sale
were made in an offshore transaction and only to the following
individuals who are all non-U.S. citizens, all in accordance
with the requirements of Regulation S of the Securities Act.
CAPITAL STOCK
On October 29, 2009, the Company issued 4,000,000 common
shares at $0.001 per share to the sole director of the Company
for the total proceeds of $4,000.
RELATED PARTY TRANSACTIONS
The Company's sole officer has loaned the company $340.00
without interest and fixed term of repayment
EXHIBITS
The following Exhibits are filed as part of this Registration
Statement:
Exhibit No. Document Description
3.1 Articles of Incorporation
4.1 Specimen Stock Certificate to be attached to final
S-1
5.1 Opinion of law firm
23.1 Consent of Kenne Ruan, Certified Public Accountant.
99.b Bylaws
99.1 Subscription Agreement
Item 27. Undertakings
The undersigned Registrant hereby undertakes to:
60
(a)(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration
statement to:
(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in
the information 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 a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table
in the effective registration statement;
(iii) Include any additional or changed material information
on the plan of distribution.
(2) For determining liability under the Securities Act, each
post-effective amendment shall be deemed to be a new
registration statement of the securities offered, and the
offering of the securities at that time shall be deemed to be
the initial bona fide offering.
(3) File a post-effective amendment to remove from
registration any of the securities that remain unsold at the
end of the offering.
(4) For determining liability of the undersigned Registrant
under the Securities Act to any purchaser in the initial
distribution of the securities, the undersigned Registrant
undertakes that in a primary offering of securities of the
undersigned Registrant pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, the undersigned Registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned Registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned Registrant or used
or referred to by the undersigned Registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned Registrant or its securities provided by or on
behalf of the undersigned Registrant; and
(iv) Any other communication that is an offer in the offering
made by the undersigned Registrant to the purchaser.
(b) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 (the "Act") may be permitted to
Directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is,
therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of
expenses incurred or paid by a Director, officer or
controlling person of the Registrant in the successful defence
of any action, suit or proceeding) is asserted by such
Director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
(c) That, for the purpose of determining liability under the
Securities Act to any purchaser:
(2) If the Registrant is subject to Rule 430C,
Each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed
to be part of and included in the registration statement as of
the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of
the registration statement will, as to a purchaser with a time
of contract of sale prior to such first use, supersede or
modify any statement that was made in the registration
statement or prospectus that was part of the registration
statement or made in any such document immediately prior to
such date of first use.
61
SIGNATURES
In accordance with the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements of filing on
Form S-1 and authorized this amendment to this registration
statement to be signed on our behalf by the undersigned, in
the City of Changchun, China on January 20 ,2011.
Vibe Ventures Inc.
/s/ Hong Mei Ma
Name:Hong Mei Ma
Title: Principal Executive Officer,
President,
Chief Executive Officer,
Principal Accounting Officer,
Principal Financial Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose
signature appears below constitutes and appoints, his true and
lawful attorney-in-fact and agent, with full power of
substitution and re-substitution, for him and in his place and
stead, in any and all capacities, to sign any and all further
amendments to this Registration Statement and to file the
same, with all exhibits thereto, and other documents in the
connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933,
this amendment to this registration statement has been signed
by the following persons in the capacities and on the dates
indicated:
Person Capacity
Date
/s/ Hong Mei Ma Principal Executive Officer
January 20, 2011
President, Chief Executive Officer,
Principal Financial Officer and Director
/s/ Hong Mei Ma Secretary, Treasurer and Director
January 20, 2011
62