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EX-4.3 - EXHIBIT 4.3 - E-WORLD USA HOLDING,INCv333045_ex4-3.htm
EX-4.2 - EXHIBIT 4.2 - E-WORLD USA HOLDING,INCv333045_ex4-2.htm
EX-5.3 - EXHIBIT 5.3 - E-WORLD USA HOLDING,INCv333045_ex5-3.htm
EX-4.5 - EXHIBIT 4.5 - E-WORLD USA HOLDING,INCv333045_ex4-5.htm
EX-4.4 - EXHIBIT 4.4 - E-WORLD USA HOLDING,INCv333045_ex4-4.htm
EX-5.2 - EXHIBIT 5.2 - E-WORLD USA HOLDING,INCv333045_ex5-2.htm
EX-5.1 - EXHIBIT 5.1 - E-WORLD USA HOLDING,INCv333045_ex5-1.htm
EX-3.1 - EXHIBIT 3.1 - E-WORLD USA HOLDING,INCv333045_ex3-1.htm
EX-5.4 - EXHIBIT 5.4 - E-WORLD USA HOLDING,INCv333045_ex5-4.htm
EX-3.2 - EXHIBIT 3.2 - E-WORLD USA HOLDING,INCv333045_ex3-2.htm
EX-2.1 - EXHIBIT 2.1 - E-WORLD USA HOLDING,INCv333045_ex2-1.htm
EX-10.7 - EXHIBIT 10.7 - E-WORLD USA HOLDING,INCv333045_ex10-7.htm
EX-23.3 - EXHIBIT 23.3 - E-WORLD USA HOLDING,INCv333045_ex23-3.htm
EX-10.1 - EXHIBIT 10.1 - E-WORLD USA HOLDING,INCv333045_ex10-1.htm
EX-10.8 - EXHIBIT 10.8 - E-WORLD USA HOLDING,INCv333045_ex10-8.htm
EX-10.4 - EXHIBIT 10.4 - E-WORLD USA HOLDING,INCv333045_ex10-4.htm
EX-10.5 - EXHIBIT 10.5 - E-WORLD USA HOLDING,INCv333045_ex10-5.htm
EX-10.9 - EXHIBIT 10.9 - E-WORLD USA HOLDING,INCv333045_ex10-9.htm
EX-10.6 - EXHIBIT 10.6 - E-WORLD USA HOLDING,INCv333045_ex10-6.htm
EX-10.2 - EXHIBIT 10.2 - E-WORLD USA HOLDING,INCv333045_ex10-2.htm
EX-23.1 - EXHIBIT 23.1 - E-WORLD USA HOLDING,INCv333045_ex23-1.htm
EX-23.5 - EXHIBIT 23.5 - E-WORLD USA HOLDING,INCv333045_ex23-5.htm
EX-10.3 - EXHIBIT 10.3 - E-WORLD USA HOLDING,INCv333045_ex10-3.htm
EX-23.4 - EXHIBIT 23.4 - E-WORLD USA HOLDING,INCv333045_ex23-4.htm

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


Amendment No. 1

 

FORM S-1

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

E-World USA Holding, Inc.

(Name of small business issuer in its charter)

 

Nevada   5122   45-289-8504
(State or Other Jurisdiction of   (Primary Standard Industrial   (I.R.S. Employer Identification No.)
Incorporation or Organization)   Classification Code Number)    

 

E-World USA Holding, Inc.

9550 Flair Dr, Suite 308

El Monte CA 91731

(626) 448-2163

(Address and telephone number of principal executive offices

and principal place of business)

 

National Registered Agents, Inc. of NV

1000 East William Street, Suite 204

Carson City, NV 89701

800.550.6724

 

 (Name, address and telephone number for agent for service)

 

Approximate date of proposed sale to the public: As soon as practicable after the effective date of this registration statement

 

If any 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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: x

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

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

 

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

 

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

¨     Large Accelerated Filer ¨ Accelerated Filer
¨     Non-accelerated Filer x Smaller Reporting Company

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class Of Securities To Be Registered  Amount To
Be
Registered
   Proposed
Maximum
Offering
Price Per
Share
   Proposed
Maximum
Aggregate
Offering Price 1
   Amount of
Registration
Fee 1
 
                     
Common Stock   2,125,708   $0.50   $1,062,854   $144.97 

 

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

 


(1)Estimated solely for purposed of calculating the registration fee under Rule 457(a).

 

 
 

 

PRELIMINARY PROSPECTUS DATED JANUARY 28, 2012.

 

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary 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.

 

 
 

 

PROSPECTUS

E-World USA Holding, Inc.

2,125,708 shares of Common Stock

 

Selling shareholders are offering up to 2,125,708 shares of common stock.  The selling shareholders will offer their shares at $0.50 per share until our shares are quoted on the OTC Bulletin Board and, assuming we secure this qualification, thereafter at prevailing market prices or privately negotiated prices. We will not receive proceeds from the sale of shares from the selling shareholders.

 

The2,125,708 shares of Common Stock which were recently issued to holders of Type A Warrants under the terms of Type A Warrants exercised by U.S. citizens or residents and to holders of Type B Warrants under the terms of Type B Warrants exercised by U.S. citizens or residents.

 

We will not receive any proceeds from the registration of shares of common stock registered hereunder.

 

There are no underwriting commissions involved in this offering.  We have agreed to pay all the costs of this offering. Prior to this offering, there has been no market for our securities. Our common stock is not now listed on any national securities exchange or the NASDAQ stock market and is not qualified for quotation on the OTC Bulletin Board.  There is no guarantee that our securities will ever trade on the OTC Bulletin Board or on any listed exchange.

 

We are an "emerging growth company" as defined under the federal securities laws and, as such, will be subject to reduced public company reporting requirements.

 

This offering is highly speculative and these securities involve a high degree of risk and should be considered only by persons who can afford the loss of their entire investment.  See “Risk Factors” beginning on page 4.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

 

The date of this prospectus is _________________

 

 
 

 

TABLE OF CONTENTS

 

SUMMARY   1
RISK FACTORS   4
USE OF PROCEEDS   10
DETERMINATION OFFERING PRICE   10
DILUTION   11
SELLING STOCKHOLDERS   11
PLAN OF DISTRIBUTION   29
LEGAL PROCEEDINGS   31
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS   31
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT   32
DESCRIPTION OF SECURITIES   33
INTEREST OF NAMED EXPERTS   34
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LIABILITIES   34
DESCRIPTION OF BUSINESS   34
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   46
DESCRIPTION OF PROPERTY   53
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS   54
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS   54
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE   57
FINANCIAL STATEMENTS   F-1

 

 
 

 

SUMMARY

 

The following prospectus summary is qualified in its entirety by, and should read in conjunction with, the more detailed information and our Financial Statements and Notes thereto appearing elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read the entire prospectus carefully.

 

Our Company

 

Our Company is a provider of Health and Nutritional supplements and Personal Care products through our website by means of a network of Direct Sales Associates or “DSA’s.”  Although we have a network of DSA’s, unlike many other multi-level marketing companies, it is our policy that DSA’s should purchase our products strictly for personal use rather than to resell or to distribute our products. Notwithstanding our direct selling structure, all purchases are made directly on our website. The primary business purpose of DSA’s is to refer new members or new customers to our website for them to purchase products directly from us for their own personal use. All products are shipped directly to the customer by us from the USA, or in certain limited cases transshipped from our warehouse facility in Hong Kong directly to the customer in China, and not sent to a DSA to distribute to the customer.

 

Unlike many traditional multi-level marketing companies, we do not have physical locations of stores and offices and do not undertake any actions physically in foreign countries where our DSA’s are located. We are not actively promoting our direct selling business model or holding any training seminar or any related activities physically in foreign countries. As of January 21, 2013, we had 1,874 active DSA’s in 13 countries.

 

Company History

 

E-World USA Holding, Inc., a California corporation and our predecessor, was established in January 2007.  From 2007 to 2010, the Company issued Type A Warrants to new members in addition to the products they acquired when they became a member. This process was discontinued in 2011, and the Company no longer issues Type A Warrants or any other securities to new members when they sign up to become a member.

 

In addition, in 2009 and 2010, the Company issued Type B Warrants to existing members as a reward for outstanding sales/services or recruiting efforts as well as to members who purchased stock in 5CTV, a failed start-up in which the Company had also invested. Because Type B warrants were issued as a bonus to the members, in case of the Company failing to go public, the warrants are not exercisable for stock nor are they refundable.

 

In April 2011, E-World USA Holding, Inc., a California corporation entered into a merger agreement with its wholly-owned subsidiary, E-World USA Holding, Inc., a Nevada corporation which was the survivor of the merger. Under the Merger Agreement, we issued 90,000,000 shares of our common stock on a one share for one share basis for each share of E-World USA Holding, Inc., a California corporation, common stock issued and outstanding at the date of the merger. In addition, we issued the Type A Warrants and Type B Warrants in exchange for comparable Warrants issued and outstanding of E-World USA Holding, Inc., a California corporation, at the date of the merger.

 

There were no written warrant exercise provisions in the Type A Warrants or Type B Warrants. Instead, the Company told Warrant Holders orally that the exercise of the Type A and Type B Warrants would be triggered by a going public event. The term “going public event” was not defined. Based upon SEC staff comments on a prior registration statement, now withdrawn, the Company believed that in order to proceed with the going public process, Warrants would need to be exercised prior to the filing of this selling stockholder registration statement. Thus the Company defined the term “going public event” as the upcoming filing of a registration statement on Form S-1 covering shares of common stock received upon conversion of the Warrants.

  

Commencing September 15, 2012, and continuing for a 30-day period until October 15, 2012, the Company requested, by means of an Information Statement provided to holders of Type A Warrants and consistent with the foregoing, that holders of Type A Warrants make an exercise election for additional products, refunds or issuance of shares of common stock, as described above. No Type A Warrant Holder receiving the Information Statement expressed any objection to being required to make an election at the point in time they made their election or at any time thereafter. In addition, on October 20, 2012, all Type B Warrants were automatically converted into Common Stock without an Information Statement as Type B Warrants converted automatically into shares of common stock, without any further action or election of a Type B Warrant Holder, at the same time as Type A Warrants were converted. All Type A and Type B Warrants have been fully exercised and none are currently issued and outstanding.

 

On August 6, 2012, we signed a Joint Venture Agreement with Hong Kong Baoying International Limited. Under the terms of the Agreement,

 

The Agreement provided that Baoying will invest Ten Million Dollars to establish a soft gel production plant. Each party will receive 50 percent of the profits. Baoying was to be responsible for investment with the first investment of Five Million Dollars to occur ten days after signing of the Agreement. That investment has not yet occurred. Development of the production plant is expected to take one year. The Company will be responsible for establishing the plant, production, skill set, and marketing.

 

1
 

 

 

Under the Agreement, we granted Baoying International the option to purchase up to three billion shares of common stock in three phases.

 

·First: 300 million shares at $2 USD per share
·Second: 700 million shares at $5 USD per share
·Third: 2 billion shares at $9 USD per share

 

No work has been done, no monies have changed hands and no options have been issued. We are unable to reach representatives of Hong Kong Baoying. They have not performed according to the agreement. It is our position that they are in breach of the agreement and thus we have no further obligations to them under the agreement or otherwise.

 

Our principal executive office is located at 9550 Flair Dr, Suite 308, El Monte, CA91731.  Our telephone number is (626) 448-3737.  Our corporate website is www.usaeworld.com.  Nothing on our website is part of this registration statement.

 

The terms "Our Company" "we," "us" and "our" as used in this registration statement refer to E-World USA Holding, Inc.

 

Emerging Growth Company

 

We are an emerging growth company under the JOBS Act. We shall continue to be deemed an emerging growth company until the earliest of:

 

    (a) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;

 

    (b) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective IPO registration statement;

 

    (c) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or

 

    (d) the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.’.

 

As an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.    As an emerging growth company we are also exempt from Section 14A (a) and (b) of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.    These exemptions are also available to us as a Smaller Reporting Company.

 

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

 

The Offering

 

As of the date of this registration statement, we had 168,532,709 shares of common stock outstanding, including 1,947,108 shares issued to U.S. citizens or residents upon the exercise of Type A Warrants, 21,270,900 shares issued to non-U.S. citizens or residents upon the exercise of Type A Warrants, 178,600 shares issued to U.S. citizens or residents upon the exercise of Type B Warrants, and 2,307,108 shares issued to non U.S. citizens or residents upon the exercise of Type B Warrants.

 

Selling shareholders are offering up to 2,125,708 shares of common stock.  The selling shareholders will offer their shares at $0.50 per share until our shares are quoted on the OTC Bulletin Board and, assuming we secure this qualification, thereafter at prevailing market prices or privately negotiated prices.    We will not receive proceeds from the sale of shares from the selling shareholders.

 

The 2,125,708 shares of Common Stock which were recently issued to holders of Type A Warrants under the terms of Type A Warrants exercised by U.S. citizens or residents and to holders of Type B Warrants under the terms of Type B Warrants exercised by U.S. citizens or residents.

 

Selected Financial Data

 

Because this is only a financial summary, it does not contain all the financial information that may be important to you. Therefore, you should carefully read all the information in this registration statement, including the financial statements and their explanatory notes before making an investment decision.

 

    For the ninemonths-ended September30,  
Statement of Operation   2012     2011  
Revenues   $ 1,828,100     $ 1,460,085  
Cost of Goods Sold   $ 155,171     $ 231,362  
Gross Profit   $ 1,672,929     $ 1,228,723  
Operating Expense   $ 2,275,535     $ 2,143,761  
                 
Net loss from Continuing Operation   $ (602,606)     $ (915,038)  

  

2
 

 

Balance Sheet   September30, 
2012
    Dec. 31, 
2011
 
Assets   $ 995,736     $ 715,669  
Liabilities   $ 11,555,862     $ 10,673,189  
Stockholders' Equity   $ (10,560,126 )   $ (9,957,520 )
Total Liabilities and Stockholders' Equity   $ 995,736     $ 715,669  

  

   For the year-ended Dec, 31 
Statement of Operation  2011   2010 
Revenues  $1,664,704   $3,041,412 
Cost of Goods Sold  $538,618   $622,736 
Gross Profit  $1,126,086   $2,418,676 
Operating Expense  $2,507,113   $5,079,267 
Other Income (Expenses)  $14,903   $- 
           
Net loss from Continuing Operation  $1,366,124   $2,660,591 

 

Balance Sheet        
Assets  $715,669   $1,378,484 
Liabilities  $10,673,189   $10,309,364 
Stockholders' Equity  $(9,957,520)  $(8,930,880)
Total Liabilities and Stockholders' Equity  $715,669   $1,378,484 

 

3
 

 

RISK FACTORS

 

Any investment in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below and all other information contained in this registration statement, before you decide whether to purchase our common stock. The occurrence of any of the following risk factors could harm our business.  You may lose part or all of your investment due to any of these risks or uncertainties.

 

SIGNIFICANT POTENTIAL FUTURE DILUTION RISK

 

Under our Joint Venture Agreement with Hong Kong Baoying International Limited, we will have outstanding options to issue an additional 3,000,000,000 shares of common stock. Assuming all of these options are exercised, you will suffer immediate and substantial dilution as an owner of our Common Stock.

 

Our Joint Venture Agreement with Hong Kong Baoying International Limited pursuant to which we will issue options to acquire 3,000,000,000 additional shares of common stock is attached to this Registration Statement as Exhibit 10.8.Assuming we first increase our authorized common stock by amendment to our Articles of Incorporation, which we have not taken any steps as of the date of this registration statement to do, and further assuming all or any significant portion of these options are exercised, you will suffer immediate and substantial dilution as an owner of Common Stock.

 

RISKS RELATED TO OUR PRIOR OFFERINGS

 

We may have inadvertently issued Type A Warrants and Type B Warrants to U.S. citizens or residents in violation of federal securities laws and may be subject to sanctions for such violations, including the suspension of this offering or injunctive or financial penalties, which would seriously impact our ability to implement our business plan.

 

Federal securities laws govern the manner in which offers and sales of securities may be legally made.  For example, there was no registration statement in effect for the Type A Warrants and Type B Warrants at the time they were issued to U.S. Members and as such we may have inadvertently violated Section 5of the Securities Act of 1933 in that we made a non-public offering of our securities which did not qualify for exemption under Section 4(2) of the Securities Act of 1933. Further, the exchange of the warrants for common shares may have been in violation of Section 5 of the Securities Act of 1933. Thus, there is a risk that former warrant holders may bring legal action against the Company, its officers and directors for securities law violations which if successful would seriously impact our ability to implement our business plan.We may also be subject to sanctions for such violations, including the suspension of this offering or injunctive or financial penalties, which would seriously impact our ability to implement our business plan.

 

RISKS RELATED TO OUR BUSINESS

 

The market place in the nutritional supplement and personal care industry is very competitive and the failure to successfully compete could reduce our revenues.

 

The Company faces intense competition in the nutritional supplement and personal care industry. Many other competitors are well established, have greater resources and have a name and brand recognition. These companies also have member bases that are much larger than ours. We cannot be sure that our members won’t leave and join other programs. If the member base declined and failed to grow, the negative financial impact on the Company could be significant.

 

In addition to competition from companies offering competing products, we are subject to the risk of losing our members if they leave and join other non-related network or multi-level marketing companies. The home-based business industry is immense and offers many alternatives, especially for members looking for new opportunities.

 

4
 

 

A significant portion of our revenues is from customers in foreign markets.  If we cannot successfully understand and survive the volatility of doing business in foreign countries, our revenues could be reduced.

 

A significant portion of our business is from customers in foreign markets, which was approximately 91.6% for the year ended December 31, 2011 and 94.2% for the year ended December 31, 2010.  Essentially, all of our products are manufactured and purchased in the United States and all payments for product purchases are made through our website in U.S. dollars, but the products are shipped to these customers located in both domestic and foreign countries.

 

If foreign governments in countries where we sell our products changed import regulations and did not allow our product to enter the country, we could suffer significant financial losses. We could lose our members in the country and sales could disappear in that market.

 

The payment of earned commissions and incentives to our foreign members is subject to various banking and disbursement regulations. If we are unable to find suitable arrangements, we could suffer an eroding member base in foreign countries. The Patriot Act limits the alternatives and the ability of sending mass payments from the United States to individuals and businesses in foreign lands. However, we do not send payments of the size that could be deemed mass payments and thus are not subject to the Act for our current payment structure.

 

The lack of registered trademarks and trade names could potentially harm the business.

 

Trademarks and trade names distinguish the various companies from each other. If potential customers and members get confused as to which company and product are offered by us, then we could lose sales and members to competitors. The Company does not have any registered trademarks and trade names, so it only has common law rights with respect to infractions or infringements on its products. Many subtleties exist in product descriptions, offering and names that can easily confuse members and customers. The name of the Company’s principal products may be found in numerous variations of the name and descriptions in various media and product labels. This presents a risk of losing potential customers looking for our products and buying someone else’s because they cannot differentiate between them.  In addition, the Company’s products could infringe on the intellectual property rights of others, although the Company is not aware of any such infringement.  If such infringement were to occur, the Company might have to alter its product labeling or content, and accordingly, could lose sales in the process.  Also, monetary reimbursement could be required to be paid to the Company whose products were infringed.

 

Disruption to our supply chain of products and/or ingredients could negatively affect our sales.

The Company has not as yet experienced significant problems in obtaining its products from suppliers. However, there is no guarantee that some of the ingredients in the formulizations of the products will not become scarce, or that current suppliers may not be able to continue to provide our products or ingredients.

 

If the manufactured products do not meet quality standard, the product is not accepted by us. This could cause a shortage of those products in inventory resulting in back orders and even cancellations of orders. Sales of existing products in inventory may not be sufficient to use all stock on hand before the ‘best by’ date expires. This causes a write off of inventory that is not salable resulting in negative financial results.

 

Damage claims against our products could reduce our sales and revenues.

 

If any of our products are found to cause injury or damage, the Company could suffer financial damages. We have not had significant claims for damages or losses from our products to date. The Company does not carry product liability insurance.

 

Our products contain many ingredients. If any of the ingredients were found to be harmful or were no longer available, then our formulizations would have to change. The acceptance of the new product formula may not be supported, which could create negative publicity and in reduce our sales and revenues.

 

5
 

 

There is substantial doubt about our ability to continue as a going concern as a result of our lack of significant revenues and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.

 

Our lack of significant revenues raise substantial doubt about our ability to continue as a going concern.  Our financial statements do not include adjustments that might result from the outcome of this uncertainty and if we are unable to generate significant revenue or secure financing, we may be required to cease or curtail our operations.

 

Our revenues have decreased significantly and we recorded losses in recent periods.

 

Our revenues decreased from $3,041,412 in 2010 to $1,664,704 in 2011.  Our net losses were ($2,660,591) in 2010 and ($1,366,124) in 2011.  We believe the primary reasons for this decrease in revenues is due to a decline in economic conditions which led customers to purchase less of our products and/or to purchase less frequently. If the current economic downturn continues, then we may experience a further reduction in revenues and profits.  We also cannot guarantee that growth in any particular sales region can be maintained.

 

Our growth of new members has decreased which could lead to further reductions in revenues and profits.

 

As our members are under no obligation to remain with the Company, the retention of members within our organization is not certain. If the Company cannot attract additional new members and cannot retain existing members, then the growth trend can be expected to decline resulting in reduced revenues for the Company. We have seen a significant reduction in growth of new members in 2011 compared to 2010.  We had 1,252 new members in 2010 and 318 new members in 2011.  We had 6,353 total members in 2010 and 6,671 total members in 2011.  This trend of slower growth of new and existing members may continue.

 

In 2011, one supplier accounted for approximately 71% of our purchases.  The Company does not have agreements with this major or any other suppliers, which exposes us to greater risk of sales disruptions and reduced revenues.

 

In 2011, one supplier, Health One Pharmaceutical Inc., accounted for approximately 71% of our purchases.  The loss of this supplier could result in a loss of sales and revenues.  The Company does not have a written or contractual agreement with any Health One Pharmaceuticals or any of our other suppliers, or with any of our secondary or tertiary suppliers, suppliers who supply our primary and secondary suppliers, respectively. Our product sourcing and other manufacturing requirements are conducted on a purchase-order basis.  If one or more of our current suppliers stopped selling us ingredients and manufacturing our products, we would be forced to find other suppliers or re-allocate our manufacturing requirements among our existing suppliers.  Although we have identified four alternative suppliers, the time needed to re-allocate our manufacturing requirements could outlast the inventory on hand and result in loss of sales.

 

RISKS RELATED TO OUR INDUSTRY

 

Ifour multi-level marketing program were found to violate laws, rules and regulations governing multi-level marketing programs such as ours, our revenues could be reduced.

 

Substantially our entire sales and distribution channel is based upon our multi-level network marketing program. We are subject to various regulations from federal, state and foreign agencies governing multi-level. We are also subject to private claims from individuals, including members challenging our network marketing program.  To date, no such challenges have occurred, and we are not aware of any challenges that are pending.  We could also be affected by such claims against competitors’ network marketing programs as their outcomes could be used against us. We are at risk in that one or more areas our marketing system might not be compliant with federal, state or local regulations. We currently are not aware of any aspect of our marketing program that is not in compliance with any federal, state or local regulations relating to our business.   If we were not able to bring into compliance our network marketing program, it could subject us to regulatory action resulting in litigation, fines or penalties as well as otherwise reduce our revenues.

 

Failure to retain and attract our independent members could reduce our revenues.

 

The sales of our products are made through a network of independent members. Members voluntarily sign up with the Company to buy our products. There is no guarantee that the members will continue to work the business. Our sales growth depends upon expanding our member base, and upon the continued involvement of the current members. Our members have many alternative opportunities to join other multi-level marketing companies. If we are not able to retain these members and to recruit new members, then the lack of growth and sustained sales could have adverse financial effects on the Company.

 

6
 

 

The retention and the productivity of our members are affected by many factors including:

 

·Competitors’ programs
·Publicity or negative publicity of our products
·Enforcement of our policies and procedures
·Members’ individual success or lack of success in our program
·The negative influence from former members
·Lack of interest in continuing to work the business
·Perceived deficiencies in our compensation plan
·Economic conditions that may discourage members from continuing
·The obstacles presented by a perceived saturation of network or multi-level programs in the market place that make recruiting new members difficult.

 

If we cannot retain our high level members or attract new members that can attain a high level position, then our sales could decline resulting in financial losses. It takes time for members to establish an organization that pays them dividends and that generates sales for the Company. If high level members leave the Company due to some of the factors mentioned, there is no assurance that the Company would be able to replace those leaders, their organization and the sales volume that attends that organization.

 

Independent members may not comply with Company policies which could have severe consequences to our business, our reputation and the morale of the members.

 

We cannot exert the same type of control over our network of independent members as we can with our employees. We cannot be sure that our members will comply with the guidelines set by the Company on the use of the products, the claims they may make about the benefits of the products or the manner in which they conduct their business. The Company’s compliance department is constantly training members and reviewing their practices, we cannot monitor everything that our members do. If an action were brought against a member, then we could also be named. A finding against us could have severe consequences to our business, our reputation and the morale of the members.

 

Failure to comply with the many regulations governing our business could significantly damage our business.

 

The Company is subject to various federal, state, local and foreign regulations. Various governmental agencies have an impact on our business. The regulations cover product ingredients, manufacture, distribution, marketing, sales, compensation and taxation, to name a few. If the Company were to fail to meet standards set by these regulations, then the Company could be prohibited from selling its products.

 

If one or more of the ingredients of our products become subject to regulatory action, then the Company suffers the risk of having to re-formulate its product, if allowed, in order to put it on the market. The cost of this process may be substantial. The future acceptance of the re-formulated product by its members cannot be assured.

 

Foreign jurisdictions may pass laws that would prohibit the use of certain ingredients in their particular market. If the Company were not able to satisfy the various regulations, then it would have to cease sales of that product in that location.

 

RISKS RELATED TO MANAGEMENT AND PERSONNEL

 

We depend heavily on key personnel, and turnover of key senior management could harm our business.

 

Our future business and results of operations depend in significant part upon the continued contributions of Ding Hua Wang, Director, President & CEO.  If we lose Ding Hua Wang, President and CEO, or if he fails to perform in his current positions, or if we are not able to attract and retain skilled employees as needed, our business could suffer. Significant turnover in our senior management could significantly deplete our institutional knowledge held by our existing senior management team. We depend on the skills and abilities of these key employees in managing the product acquisition, marketing and sales aspects of our business, any part of which could be harmed by turnover in the future.

 

7
 

 

Our management has limited experience in managing the day to day operations of a public company and, as a result, we may incur additional expenses associated with the management of our company.

 

Ding Hua Wang, President and CEO is responsible for the operations and reporting of the combined company. The requirements of operating as a small public company are new to the management team and the employees as a whole. This may require us to obtain outside assistance from legal, accounting, investor relations, or other professionals that could be more costly than planned. We may also be required to hire additional staff to comply with additional SEC reporting requirements and compliance under the Sarbanes-Oxley Act of 2002. Our failure to comply with reporting requirements and other provisions of securities laws could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition.

 

In the past our internal financial controls were inadequate resulting in the failure to discover an embezzlement of $815,144 by our third party accountant, and a similar failure of our new financial controls could result in a future loss.

 

Prior to instituting an internal control system in 2011 at the direction and under the supervision of the Company’s current internal accounting personnel, the Company did not have an adequate internal control system, which led to the discovery of an embezzlement by prior external accountant of $815,144 in the years prior to 2011. In 2011, we instituted additional internal controls. However, if these new controls also prove inadequate, we could suffer similar financial loss in the future.

 

It is difficult for us to predict how long it will take to complete management's assessment of the effectiveness of our internal control over financial reporting for each year and to remediate any deficiencies in our internal control over financial reporting. As a result, we may not be able to complete the assessment and process on a timely basis. In the event that our Chief Executive Officer/Chief Financial Officer determines that our internal control over financial reporting is not effective as defined under Section 404, we cannot predict how regulators will react or how the market prices of our shares will be affected.

 

Our management has a history of investing in business ventures that ultimately fail and currently lacks of ability of to protect the company from resulting losses by taking ordinary steps to document and oversee business relationships.

 

Our management has a history of investing in business ventures that ultimately fail, including 5 Continents TV Corp. (“5CTV”) and Mobile Internet Information Technology, Inc. (“MIIT”). We had resulting aggregate losses of approximately $5,681,518. Although we are taking remedial action to address these issues specifically by adopting a policy that we will not invest in other business ventures such as these in the future, management currently lacks of ability of to protect the company from resulting losses by taking ordinary steps to document and oversee business relationships. This prior history and lack of ability could reduce our assets or revenues if reoccurring in the future.

 

Because we do not have an audit or compensation committee, shareholders will have to rely on the entire board of directors, none of which are independent, to perform these functions.

 

We do not have an audit or compensation committee comprised of independent directors.  Indeed, we do not have any audit or compensation committee.  These functions are performed by the board of directors as a whole.  No members of the board of directors are independent directors.  Thus, there is a potential conflict in that board members who are also part of management will participate in discussions concerning management compensation and audit issues that may affect management decisions.

 

8
 

 

Certain of our stockholders hold a significant percentage of our outstanding voting securities which could reduce the ability of minority shareholders to effect certain corporate actions.

 

Our officers, directors and majority shareholders are the beneficial owners of 78.38% of our outstanding voting securities. As a result, they possess significant influence and can elect a majority of our board of directors and authorize or prevent proposed significant corporate transactions. Their ownership and control may also have the effect of delaying or preventing a future change in control, impeding a merger, consolidation, takeover or other business combination or discourage a potential acquirer from making a tender offer.

 

Mr. Wang previously used personal funds on behalf of the Company and received cash proceeds from product or warrant sales.

 

Mr. Wang previously has utilized his personal funds to acquire product for the Company and has personally received direct payment from product or warrant sales.  The net result of these transactions is that the Company owes Mr. Wang approximately $140,696 as of September 30, 2012. Mr. Wang appreciates that it is important to separate his funds and transactions from those of the Company and has committed to maintaining separate accounts and transactions, but any future commingling of corporate and personal funds could raise questions about Mr. Wang’s fiduciary duty to the Company and could have a material adverse impact on the Company.

 

RISKS RELATED TO OUR STOCK

 

Investors may have difficulty in reselling their shares due to the lack of market or state Blue Sky laws.

 

Our common stock is currently not quoted on any market. No market may ever develop for our common stock, or if developed, may not be sustained in the future.

 

The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the Shares available for trading on the OTCBB, investors should consider any secondary market for the Company's securities to be a limited one. We intend to seek coverage and publication of information regarding the company in an accepted publication which permits a "manual exemption." This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations.  We may not be able to secure a listing containing all of this information.  Furthermore, the manual exemption is a non issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.

 

Accordingly, our shares should be considered totally illiquid, which inhibits investors’ ability to resell their shares.

 

We will be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

 

The SEC has adopted regulations which generally define so-called “penny stock” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions.  We anticipate that our common stock will become a “penny stock”, and we will become subject to Rule 15g-9 under the Exchange Act, or the “Penny Stock Rule”. This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

 

9
 

 

For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

 

We do not anticipate that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

 

Sales of our common stock under Rule 144 could reduce the price of our stock.

 

We are registering 2,125,708shares of common stock held by U.S. non-affiliate shareholders in the registration statement. All 131,492,720 shares of common stock held by affiliates and all 34,914,281shares of common stock held by non-affiliates not registered in this registration statement are subject to the resale restrictions of Rule 144.

 

In general, persons holding restricted securities, including affiliates, must hold their shares for a period of at least six months, may not sell more than one percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price.  The availability for sale of substantial amounts of common stock under Rule 144 could reduce prevailing market prices for our securities.

 

We are an "emerging growth company," and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.

 

We are an "emerging growth company," as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years, although we could lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock held by non-affiliates exceeds $700 million as of any March 31 before that time, in which case we would no longer be an emerging growth company as of the following March 31. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

 

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

 

Because we lack certain internal controls over financial reporting in that we do not have an audit committee and our Board of Directors has no technical knowledge of U.S. GAAP and internal control of financial reporting and relies upon the Company’s financial personnel to advise the Board on such matters, we are subject to increased risk related to financial statement disclosures.

 

We lack certain internal controls over financial reporting in that we do not have an audit committee and your Board of Directors has no technical knowledge of U.S. GAAP and internal control of financial reporting and relies upon the Company’s financial personnel to advise the Board on such matters. Accordingly, we are subject to increased risk related to financial statement disclosures.

 

Special Information Regarding Forward Looking Statements

 

Some of the statements in this registration statement are “forward-looking statements.”  These forward-looking statements involve certain known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements.  These factors include, among others, the factors set forth above under “Risk Factors.”  The words “believe,” “expect,” “anticipate,” “intend,” “plan,” and similar expressions identify forward-looking statements.  We caution you not to place undue reliance on these forward-looking statements.  We undertake no obligation to update and revise any forward-looking statements or to publicly announce the result of any revisions to any of the forward-looking statements in this document to reflect any future or developments.  However, the Private Securities Litigation Reform Act of 1995 is not available to us as a non-reporting issuer.  Further, Section 27A(b)(2)(D) of the Securities Act and Section 21E(b)(2)(D) of the Securities Exchange Act expressly state that the safe harbor for forward looking statements does not apply to statements made in connection with an initial public offering.

 

USE OF PROCEEDS

 

Not applicable.  We will not receive any proceeds from the shares registered under this Registration Statement.

 

DETERMINATION OF OFFERING PRICE

 

Our management has determined the offering price for the selling shareholders' shares.  The price of the shares we are offering was arbitrarily determined based upon the prior offering price in our private placement.  We have no agreement, written or oral, with our selling shareholders about this price of $.50 per share.  Based upon oral conversations with our selling shareholders, we believe that none of our selling shareholders disagree with this price or $.50 per share.  The offering price bears no relationship whatsoever to our assets, earnings, book value or other criteria of value. The factors considered were:

 

·our declining revenues

 

·our growth potential

 

·the price we believe a purchaser is willing to pay for our stock

 

10
 

 

The offering price does not bear any relationship to our assets, results of operations, or book value, or to any other generally accepted criteria of valuation. Prior to this offering, there has been no market for our securities.

 

DILUTION

 

Not applicable. We are not offering any shares in this registration statement. All shares are being registered on behalf of our selling shareholders.

 

SELLING SHAREHOLDERS

 

The selling security holders named below are selling the securities. The table assumes that all of the securities will be sold in this offering. However, any or all of the securities listed below may be retained by any of the selling security holders, and therefore, no accurate forecast can be made as to the number of securities that will be held by the selling security holders upon termination of this offering.

 

We believe that the selling security holders listed in the table have sole voting and investment powers with respect to the securities indicated. We will not receive any proceeds from the sale of the securities by the selling security holders. None of our selling security holders is or is affiliated with a broker-dealer.  All selling security holders may be deemed underwriters.

 

 

Name of Shareholders   Total
Shares
Owned
  Shares
Registered
  Remaining
Shares if
All
Registered
Shares
Sold [1]
  %
Before
Offering
  % After
Offering
  Material
Transactions
with Selling
Shareholder
in past 3
years (incl.
nature of
services
provided and
dates
provided)
                         
TIAN MING LIANG   2,220   2,220   0   *   0   DSA or DSA Affiliate
                         
GRACE KAO   600   600   0   *   0   DSA or DSA Affiliate
                         
PING YANG   600   600   0   *   0   DSA or DSA Affiliate
                         
FANG WEI   67,400   67,400   0   *   0   DSA or DSA Affiliate
                         
JING CHEN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
SU YUN SUN   600   600   0   *   0   DSA or DSA Affiliate
                         
LAVINIA KWAI CHAN   7,400   7,400   0   *   0   DSA or DSA Affiliate
                         
XIAO LING XU   6,000   6,000   0   *   0   DSA or DSA Affiliate
                         
MING FANG LI   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
SEN MAO CHEN   600   600   0   *   0   DSA or DSA Affiliate
                         
SIU WA TSOI   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
CHEN XIU ZHU   5,400   5,400   0   *   0   DSA or DSA Affiliate

 

11
 

 

BAN KE WEI   2,500   2,500   0   *   0   DSA or DSA Affiliate
                         
ANNIE LEE   800   800   0   *   0   DSA or DSA Affiliate
                         
LANG PING CHEN   600   600   0   *   0   DSA or DSA Affiliate
                         
HE XIU HUA   152,300   152,300   0   *   0   DSA or DSA Affiliate
                         
DU CHANGBIN   23,724   23,724   0   *   0   DSA or DSA Affiliate
                         
TAI MING SIU   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
CHUI MEL LEUNG   7,400   7,400   0   *   0   DSA or DSA Affiliate
                         
YU YONG HE   600   600   0   *   0   DSA or DSA Affiliate
                         
ZOU HONG   2,600   2,600   0   *   0   DSA or DSA Affiliate
                         
HONG CHANG CUI   10,200   10,200   0   *   0   DSA or DSA Affiliate
                         
YING ZHU   2,600   2,600   0   *   0   DSA or DSA Affiliate
                         
MEI XIANG ZHENG   600   600   0   *   0   DSA or DSA Affiliate
                         
LAN CHEN   600   600   0   *   0   DSA or DSA Affiliate
                         
OI FUNG CHENG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
HE JIAN HUI   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
HUI MEI   600   600   0   *   0   DSA or DSA Affiliate
                         
TIAN SUN PENG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
XIANG SHU HAN   600   600   0   *   0   DSA or DSA Affiliate
                         
HONG CUI XIA   600   600   0   *   0   DSA or DSA Affiliate
                         
LI LING   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
FANG FANG   7,400   7,400   0   *   0   DSA or DSA Affiliate
                         
THI HUONG NGUYEN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
HOPE BAO   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
SAUWAH HOH   600   600   0   *   0   DSA or DSA Affiliate
                         
LIN, ZHENGHAO   600   600   0   *   0   DSA or DSA Affiliate
                         
JIAN JISHENG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
SHU YUN ZHOU   600   600   0   *   0   DSA or DSA Affiliate

 

12
 

 

DAVID BAO   600   600   0   *   0   DSA or DSA Affiliate
                         
WEI KE FANG   2,000   2,000   0   *   0   DSA or DSA Affiliate
                         
PENG WEI HUA   600   600   0   *   0   DSA or DSA Affiliate
                         
YE JASMINE   10,000   10,000   0   *   0   DSA or DSA Affiliate
                         
AI FANG LU   43,984   43,984   0   *   0   DSA or DSA Affiliate
                         
FAITH BAO   600   600   0   *   0   DSA or DSA Affiliate
                         
HOPE HELEN BAO   600   600   0   *   0   DSA or DSA Affiliate
                         
YONG SHENG ZHENG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
GONG MING GAO   600   600   0   *   0   DSA or DSA Affiliate
                         
SHUI FANG LAI   600   600   0   *   0   DSA or DSA Affiliate
                         
JIAN GUO WU   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
BI DUAN LIU   600   600   0   *   0   DSA or DSA Affiliate
                         
SHENG FENG YU   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
YU FANG ZHANG   600   600   0   *   0   DSA or DSA Affiliate
                         
BAN ZHEN NI   300   300   0   *   0   DSA or DSA Affiliate
                         
YOU YING LI   600   600   0   *   0   DSA or DSA Affiliate
                         
YONGZHAO LIU   600   600   0   *   0   DSA or DSA Affiliate
                         
ANDY XU   600   600   0   *   0   DSA or DSA Affiliate
                         
QI WENG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
GUO JIN HUANG   600   600   0   *   0   DSA or DSA Affiliate
                         
LINYING CHEN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
KUN ZHU DONG   600   600   0   *   0   DSA or DSA Affiliate
                         
XIN LONG CHEN   10,000   10,000   0   *   0   DSA or DSA Affiliate
                         
QI CHUAN CHEN   35,000   35,000   0   *   0   DSA or DSA Affiliate
                         
ZHAO HUA CHEN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
YING NI   600   600   0   *   0   DSA or DSA Affiliate
                         
ZHEN JUAN CHEN   600   600   0   *   0   DSA or DSA Affiliate
                         
LI KUN ZHENG   600   600   0   *   0   DSA or DSA Affiliate

 

13
 

 

YAJIN GAO   600   600   0   *   0   DSA or DSA Affiliate
                         
MIN WANG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
JIA HUA ZHENG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
YUN ZHENG   600   600   0   *   0   DSA or DSA Affiliate
                         
REN KU HE   7,400   7,400   0   *   0   DSA or DSA Affiliate
                         
WILLIAN CHEN   600   600   0   *   0   DSA or DSA Affiliate
                         
JIN FENG WENG   600   600   0   *   0   DSA or DSA Affiliate
                         
QING LIN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
JING ZHANG JIANG   600   600   0   *   0   DSA or DSA Affiliate
                         
ZHEN LIN WENG   32,300   32,300   0   *   0   DSA or DSA Affiliate
                         
KAI SAU CHAN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
AI QIN CHEN   600   600   0   *   0   DSA or DSA Affiliate
                         
KUI ZHENG   600   600   0   *   0   DSA or DSA Affiliate
                         
XIN SHI   7,400   7,400   0   *   0   DSA or DSA Affiliate
                         
QIAO FANG JIANG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
DE GUAN GAO   600   600   0   *   0   DSA or DSA Affiliate
                         
SUN CHENG HUI   15,400   15,400   0   *   0   DSA or DSA Affiliate
                         
YING LEUNG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
GUI YING DONG   600   600   0   *   0   DSA or DSA Affiliate
                         
SONG, DE PING   21,500   21,500   0   *   0   DSA or DSA Affiliate
                         
SHAN YU CHEN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
TONG YUN CHEN   600   600   0   *   0   DSA or DSA Affiliate
                         
XIU YAN ZHU   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
GUANG DING QIU   600   600   0   *   0   DSA or DSA Affiliate
                         
WEI FANG   7,400   7,400   0   *   0   DSA or DSA Affiliate
                         
HUI JIANG   600   600   0   *   0   DSA or DSA Affiliate
                         
AI YUE LIANG   600   600   0   *   0   DSA or DSA Affiliate

 

14
 

 

JIE JUAN YANG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
YU QING XU   600   600   0   *   0   DSA or DSA Affiliate
                         
YI ZHEN PENG   600   600   0   *   0   DSA or DSA Affiliate
                         
XIAO PING YIN   600   600   0   *   0   DSA or DSA Affiliate
                         
MENG XUE PENG   600   600   0   *   0   DSA or DSA Affiliate
                         
XUE JIN ZHENG   600   600   0   *   0   DSA or DSA Affiliate
                         
HING CHAN   6,600   6,600   0   *   0   DSA or DSA Affiliate
                         
PO YUK CHAN   10,600   10,600   0   *   0   DSA or DSA Affiliate
                         
YU ZHEN ZHENG   600   600   0   *   0   DSA or DSA Affiliate
                         
ZHEN MING LIN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
YU MIN ZHANG   600   600   0   *   0   DSA or DSA Affiliate
                         
MEI SHENG XIAO   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
QI REN LIN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
KONG BIAO NI   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
SHUI XIANG PAN   600   600   0   *   0   DSA or DSA Affiliate
                         
KIM YAP WANG   20,000   20,000   0   *   0   DSA or DSA Affiliate
                         
OI KUEN LO   600   600   0   *   0   DSA or DSA Affiliate
                         
OI WAI LO   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
JIE LIN   600   600   0   *   0   DSA or DSA Affiliate
                         
WEN CHEN   600   600   0   *   0   DSA or DSA Affiliate
                         
YING LIN   600   600   0   *   0   DSA or DSA Affiliate
                         
XIU ZHEN CHEN   600   600   0   *   0   DSA or DSA Affiliate
                         
ZHU YUN YAN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
NINA WANG   600   600   0   *   0   DSA or DSA Affiliate
                         
SHAN JIE CHEN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
HUO JIN GAO   600   600   0   *   0   DSA or DSA Affiliate
                         
AN CHEN   600   600   0   *   0   DSA or DSA Affiliate
                         
QIAO MIN LIN   600   600   0   *   0   DSA or DSA Affiliate

 

15
 

 

XUE MEI WANG   600   600   0   *   0   DSA or DSA Affiliate
                         
YIKUAI CHEN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
DAN HONG CHEN   2,600   2,600   0   *   0   DSA or DSA Affiliate
                         
QIN NI   2,600   2,600   0   *   0   DSA or DSA Affiliate
                         
CHUN HUA LIN   13,400   13,400   0   *   0   DSA or DSA Affiliate
                         
LIN KOON KO   600   600   0   *   0   DSA or DSA Affiliate
                         
JIN JING WENG   600   600   0   *   0   DSA or DSA Affiliate
                         
XIAN FEI CHEN   11,400   11,400   0   *   0   DSA or DSA Affiliate
                         
HAI ZHEN HUANG   600   600   0   *   0   DSA or DSA Affiliate
                         
NGO KHAI CUONG   600   600   0   *   0   DSA or DSA Affiliate
                         
SHUTANG FRANK DONG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
LILI YUAN   25,700   25,700   0   *   0   DSA or DSA Affiliate
                         
WAN QI DING   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
KAI ZHU   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
HUASHENG RICHARD HUANG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
CYNTHIA WU   600   600   0   *   0   DSA or DSA Affiliate
                         
TSONG LIN   10,600   10,600   0   *   0   DSA or DSA Affiliate
                         
LI ZHEN LIN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
PING WANG   11,400   11,400   0   *   0   DSA or DSA Affiliate
                         
SU DAN WANG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
KWAI YU LIN-LAM   2,600   2,600   0   *   0   DSA or DSA Affiliate
                         
KWAN CHENG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
XING GUANG ZHENG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
SAU CHING CHEUNG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
DAVID ZHENG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
ADA ZHENG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
FONG CHENG   5,400   5,400   0   *   0   DSA or DSA Affiliate

 

16
 

 

XIANG QIN ZHENG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
JIN XING ZHENG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
YANG LIN   7,700   7,700   0   *   0   DSA or DSA Affiliate
                         
JAMES G. SANDNER   600   600   0   *   0   DSA or DSA Affiliate
                         
KEE SANG WONG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
JIN WANG   600   600   0   *   0   DSA or DSA Affiliate
                         
JIN YAO LIN   7,600   7,600   0   *   0   DSA or DSA Affiliate
                         
JANET KWAN SO   600   600   0   *   0   DSA or DSA Affiliate
                         
BAO CI YANG   2,600   2,600   0   *   0   DSA or DSA Affiliate
                         
JIN FEI ZHENG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
XIAO LI YANG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
JUAN HUA LIN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
ZHEN ZHOU LIN   600   600   0   *   0   DSA or DSA Affiliate
                         
JIN YU ZHENG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
FUNG LAM   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
QIU QIN NI   600   600   0   *   0   DSA or DSA Affiliate
                         
FANG LIN   3,560   3,560   0   *   0   DSA or DSA Affiliate
                         
QIU FENG LAI   600   600   0   *   0   DSA or DSA Affiliate
                         
ZHEN LIANG LIN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
MAK LAI FUN   7,340   7,340   0   *   0   DSA or DSA Affiliate
                         
LAI TONY THUM CHOI   1,600   1,600   0   *   0   DSA or DSA Affiliate
                         
DONG QIUYUN   600   600   0   *   0   DSA or DSA Affiliate
                         
LIAO JUI HSIANG   600   600   0   *   0   DSA or DSA Affiliate
                         
HU QUAN   20,000   20,000   0   *   0   DSA or DSA Affiliate
                         
HONG GANG YANG   5,200   5,200   0   *   0   DSA or DSA Affiliate
                         
YOU ZUN HUI   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
WANG MENG CHEN   5,500   5,500   0   *   0   DSA or DSA Affiliate
                         
ZHANG RONG DONG   600   600   0   *   0   DSA or DSA Affiliate

 

17
 

 

WANG MENGLI   35,400   35,400   0   *   0   DSA or DSA Affiliate
                         
ZHENG ZHENGHAI   600   600   0   *   0   DSA or DSA Affiliate
                         
LI QIAN   5,000   5,000   0   *   0   DSA or DSA Affiliate
                         
CHEN SHU SHENG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
DONG YONG LI   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
GUO SHUIHANG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
LIN WEI   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
CUI HUA WANG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
WANG QIAO JING   600   600   0   *   0   DSA or DSA Affiliate
                         
QI REN DONG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
ZHANG SHANGZHEN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
MA HE DONG   600   600   0   *   0   DSA or DSA Affiliate
                         
WANG MEIQIN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
MEI FANG LIAN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
LV QINQI   10,000   10,000   0   *   0   DSA or DSA Affiliate
                         
CHEN WEI   10,000   10,000   0   *   0   DSA or DSA Affiliate
                         
LIU JIAN YAN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
CHEN TIANHE   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
LI GE   600   600   0   *   0   DSA or DSA Affiliate
                         
WU DELIAN   600   600   0   *   0   DSA or DSA Affiliate
                         
SHI XIN LING   600   600   0   *   0   DSA or DSA Affiliate
                         
ZHEN JIN DONG   600   600   0   *   0   DSA or DSA Affiliate
                         
LI JIN NAN   600   600   0   *   0   DSA or DSA Affiliate
                         
MEI QIN DONG   600   600   0   *   0   DSA or DSA Affiliate
                         
REN WEI MIN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
TAK C. WONG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
HEWI PING CHEN   5,400   5,400   0   *   0   DSA or DSA Affiliate

 

18
 

 

WU ZU HUI   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
ANNA ZHENG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
ZHENG YI QIANG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
LU CAI XIAN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
TSONG HUANG   600   600   0   *   0   DSA or DSA Affiliate
                         
ZI YAN LIN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
MENG FU TANG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
LI MIN ZHANG   600   600   0   *   0   DSA or DSA Affiliate
                         
LU MING XU   600   600   0   *   0   DSA or DSA Affiliate
                         
DAN LIN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
HUI ZHEN ZHENG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
WANG MENG HUI   600   600   0   *   0   DSA or DSA Affiliate
                         
LIN ZHENG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
BOUAKHAM SAYAVONG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
CUI FANG LIN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
MEI HUA ZHENG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
MEI YEUNG   600   600   0   *   0   DSA or DSA Affiliate
                         
WU ZHANG   600   600   0   *   0   DSA or DSA Affiliate
                         
ZHOU DONG DONG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
BI RONG CHEN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
JIN XIA XIAO   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
BI RONG DONG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
HONG SU   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
QIU JIN HUANG   600   600   0   *   0   DSA or DSA Affiliate
                         
DUAN ZHEN HUANG   600   600   0   *   0   DSA or DSA Affiliate
                         
SHOK HONG CHING   600   600   0   *   0   DSA or DSA Affiliate
                         
YONG ZHONG LIN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
YI FENG ZHENG   5,400   5,400   0   *   0   DSA or DSA Affiliate

 

19
 

 

CHANG HONG LIN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
ZHOU WEN DONG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
SING YU SIU   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
ZAI CHENG JIN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
XIA CHEN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
JULIA XU WON   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
JIN YUN XIAO   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
JUNGIL LEE   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
SAI QIN LIN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
SHU DUAN GUO   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
CHANG MIN LIN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
HUA CUI   10,200   10,200   0   *   0   DSA or DSA Affiliate
                         
QI XIA NI   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
JIAN MIN WANG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
CHANG ZI LIN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
MENG ZHOU WANG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
LAI ANNA   6,500   6,500   0   *   0   DSA or DSA Affiliate
                         
LIEW CHEE KAN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
XIN HUI WANG   600   600   0   *   0   DSA or DSA Affiliate
                         
WEI WANG JIANG   600   600   0   *   0   DSA or DSA Affiliate
                         
XIANG SHUN LU   600   600   0   *   0   DSA or DSA Affiliate
                         
QING WEI LIU   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
JIANHUA WU   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
JIANPING ZHENG   10,200   10,200   0   *   0   DSA or DSA Affiliate
                         
BENEDICT QUEK   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
GUANG YU ZOU   600   600   0   *   0   DSA or DSA Affiliate
                         
AGATHA SHAW   7,400   7,400   0   *   0   DSA or DSA Affiliate

 

20
 

 

CATHERINE LIEW YEH   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
CHRISTINA LIEW   600   600   0   *   0   DSA or DSA Affiliate
                         
XIU RU CHEN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
ZHENG JIAN ZHENG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
MEI RONG ZHENG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
MEI YU ZHENG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
SHAOWEN SAYAVONG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
HELEN L. YAP   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
YUE HUA WANG   600   600   0   *   0   DSA or DSA Affiliate
                         
ZI YI LI   7,400   7,400   0   *   0   DSA or DSA Affiliate
                         
MINGXIANG ZHANG   16,300   16,300   0   *   0   DSA or DSA Affiliate
                         
GUI YU PIAO   7,400   7,400   0   *   0   DSA or DSA Affiliate
                         
JULIE CHU   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
YAN WANG   600   600   0   *   0   DSA or DSA Affiliate
                         
MIN GEN LI   600   600   0   *   0   DSA or DSA Affiliate
                         
BEN BAO   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
WAN YI LIN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
ZHI MING YU   600   600   0   *   0   DSA or DSA Affiliate
                         
QING CHEN   600   600   0   *   0   DSA or DSA Affiliate
                         
KATHY SOK IENG LAM   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
DUAN XIAO PENG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
LIEW MARGARET   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
XIAO JIE XU   600   600   0   *   0   DSA or DSA Affiliate
                         
YU HUA CHEN   600   600   0   *   0   DSA or DSA Affiliate
                         
CHUAN SHI   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
REN CONG LI   600   600   0   *   0   DSA or DSA Affiliate
                         
YUAN MING ZHANG   600   600   0   *   0   DSA or DSA Affiliate
                         
KUONG LONG LAM   5,400   5,400   0   *   0   DSA or DSA Affiliate

 

21
 

 

KATHY SOK IENG LAM   600   600   0   *   0   DSA or DSA Affiliate
                         
CHEN GUANG HUANG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
MIN LIN   600   600   0   *   0   DSA or DSA Affiliate
                         
SHIH TUNG WANG   600   600   0   *   0   DSA or DSA Affiliate
                         
HE CUI   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
DONG JI JIN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
MAO JI   600   600   0   *   0   DSA or DSA Affiliate
                         
XIANG LIN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
SOKKAM LAM   600   600   0   *   0   DSA or DSA Affiliate
                         
QING SU   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
SHAO RU CHEN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
ANNY SHAO   600   600   0   *   0   DSA or DSA Affiliate
                         
YAO MEI   600   600   0   *   0   DSA or DSA Affiliate
                         
PENG XUAN   600   600   0   *   0   DSA or DSA Affiliate
                         
WANG YU CHING   600   600   0   *   0   DSA or DSA Affiliate
                         
YE LISA   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
YE GUO MOU   7,400   7,400   0   *   0   DSA or DSA Affiliate
                         
ZUO REN SUN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
PARK WAN MOON   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
WENDY XU   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
JIAN TONG   600   600   0   *   0   DSA or DSA Affiliate
                         
KEVIN AU   600   600   0   *   0   DSA or DSA Affiliate
                         
HING CHUEN WU   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
SU JUN LI   5,500   5,500   0   *   0   DSA or DSA Affiliate
                         
EN LING LIN   600   600   0   *   0   DSA or DSA Affiliate
                         
GUO LUAN FENG   600   600   0   *   0   DSA or DSA Affiliate
                         
HUI ZHONG ZHANG   7,900   7,900   0   *   0   DSA or DSA Affiliate

 

22
 

 

YEE CHING CHENG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
STEPHEN LAU   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
XIU MEI HUANG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
YANG LIN CORP.   5,500   5,500   0   *   0   DSA or DSA Affiliate
                         
SI QIN WEI   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
LI WEI   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
SHENG QI WEI   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
XUE HAI YU   5,600   5,600   0   *   0   DSA or DSA Affiliate
                         
SOU KENG LENG   7,400   7,400   0   *   0   DSA or DSA Affiliate
                         
HUI TANG GU   7,400   7,400   0   *   0   DSA or DSA Affiliate
                         
JIN CHENG HAO   6,000   6,000   0   *   0   DSA or DSA Affiliate
                         
WANG FEI   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
GEUNOK STUEHMKE   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
RAYMOND YU   1,000   1,000   0   *   0   DSA or DSA Affiliate
                         
MARGARET DING   18,490   18,490   0   *   0   DSA or DSA Affiliate
                         
QI LIN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
GUO YING SUN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
JUAN HE   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
ADA LAU   600   600   0   *   0   DSA or DSA Affiliate
                         
GARY YU   600   600   0   *   0   DSA or DSA Affiliate
                         
VICTOR KAMARA   600   600   0   *   0   DSA or DSA Affiliate
                         
XIAO LING LI   600   600   0   *   0   DSA or DSA Affiliate
                         
FENG CHAN MEI   600   600   0   *   0   DSA or DSA Affiliate
                         
YUK YING LAM LAM   5,700   5,700   0   *   0   DSA or DSA Affiliate
                         
TIFFFANY LEE   600   600   0   *   0   DSA or DSA Affiliate
                         
ELSA WANG   600   600   0   *   0   DSA or DSA Affiliate
                         
MEI LAN TANG   5,600   5,600   0   *   0   DSA or DSA Affiliate
                         
KENNETH AU   5,400   5,400   0   *   0   DSA or DSA Affiliate

 

23
 

 

SAU KWAN LI YU   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
PING JUAN CHEN ZENG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
QIAO CHANG KUANG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
KIMBLE LEUNG   600   600   0   *   0   DSA or DSA Affiliate
                         
YONG CE HU   5,900   5,900   0   *   0   DSA or DSA Affiliate
                         
HUI LING CHEN   7,400   7,400   0   *   0   DSA or DSA Affiliate
                         
XIAO FEN LIN   7,400   7,400   0   *   0   DSA or DSA Affiliate
                         
YA CHEN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
YONG ZENG ZHEN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
ANNIE LEUNG   7,400   7,400   0   *   0   DSA or DSA Affiliate
                         
XIU PING CHEN   900   900   0   *   0   DSA or DSA Affiliate
                         
ZHUO YAN HUANG   6,600   6,600   0   *   0   DSA or DSA Affiliate
                         
LIU CUI PING   600   600   0   *   0   DSA or DSA Affiliate
                         
JUN HUANG   600   600   0   *   0   DSA or DSA Affiliate
                         
XIA YING ZHENG   600   600   0   *   0   DSA or DSA Affiliate
                         
MEI WAH KONG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
FENG CHEN   600   600   0   *   0   DSA or DSA Affiliate
                         
HUI HUA HUANG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
YU JIAO SHI   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
JUAN HUANG   600   600   0   *   0   DSA or DSA Affiliate
                         
JIAN LI   600   600   0   *   0   DSA or DSA Affiliate
                         
XIANG CHEN   600   600   0   *   0   DSA or DSA Affiliate
                         
CHUN LAM WONG   600   600   0   *   0   DSA or DSA Affiliate
                         
WEN FEI ZHENG   600   600   0   *   0   DSA or DSA Affiliate
                         
SIU TANG YEUNG   600   600   0   *   0   DSA or DSA Affiliate
                         
MEI XIANG WENG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
XIU DANG YAN   5,400   5,400   0   *   0   DSA or DSA Affiliate

 

24
 

 

XIAO YU LIN   7,400   7,400   0   *   0   DSA or DSA Affiliate
                         
GUO YING YE   4,800   4,800   0   *   0   DSA or DSA Affiliate
                         
QIAO E KUANG   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
MATHEW LEE   600   600   0   *   0   DSA or DSA Affiliate
                         
HING CHI WU   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
PEI LING ZENG   600   600   0   *   0   DSA or DSA Affiliate
                         
DONG XIANG XIN   6,500   6,500   0   *   0   DSA or DSA Affiliate
                         
MIN FANG HUANG   300   300   0   *   0   DSA or DSA Affiliate
                         
CHEUK KIU WONG   12,200   12,200   0   *   0   DSA or DSA Affiliate
                         
LAN FANG LIU   2,700   2,700   0   *   0   DSA or DSA Affiliate
                         
XIAO YAN CHEN   600   600   0   *   0   DSA or DSA Affiliate
                         
YONG YI HU   8,100   8,100   0   *   0   DSA or DSA Affiliate
                         
LI RONG XU   2,700   2,700   0   *   0   DSA or DSA Affiliate
                         
YIH SHYONG WENG   300   300   0   *   0   DSA or DSA Affiliate
                         
CINDY YE GINSBURGH   2,700   2,700   0   *   0   DSA or DSA Affiliate
                         
GUAN QUN CHEN   300   300   0   *   0   DSA or DSA Affiliate
                         
YISHA YAO   2,700   2,700   0   *   0   DSA or DSA Affiliate
                         
LI MIN HAN   300   300   0   *   0   DSA or DSA Affiliate
                         
XIU HUI CHEN   300   300   0   *   0   DSA or DSA Affiliate
                         
XIAO XUE CHEN   300   300   0   *   0   DSA or DSA Affiliate
                         
OU LING CEN   300   300   0   *   0   DSA or DSA Affiliate
                         
QI CHEN   300   300   0   *   0   DSA or DSA Affiliate
                         
XIAO QIN WEI   1,200   1,200   0   *   0   DSA or DSA Affiliate
                         
YI PING DOU   300   300   0   *   0   DSA or DSA Affiliate
                         
CHUN YUN LU   2,800   2,800   0   *   0   DSA or DSA Affiliate
                         
YI MEI KE   2,800   2,800   0   *   0   DSA or DSA Affiliate
                         
HAI YAN WU   2,700   2,700   0   *   0   DSA or DSA Affiliate
                         
JIA JEAN SUNG   300   300   0   *   0   DSA or DSA Affiliate

 

25
 

 

ZHENG JIE LU   2,700   2,700   0   *   0   DSA or DSA Affiliate
                         
HUI XIANG YAN   2,700   2,700   0   *   0   DSA or DSA Affiliate
                         
ZHONG WU   300   300   0   *   0   DSA or DSA Affiliate
                         
MINYI CHANG   10,200   10,200   0   *   0   DSA or DSA Affiliate
                         
HUI BING ZHAO   2,700   2,700   0   *   0   DSA or DSA Affiliate
                         
MING YU PIAO   2,800   2,800   0   *   0   DSA or DSA Affiliate
                         
CI CHEN   2,700   2,700   0   *   0   DSA or DSA Affiliate
                         
BO WANG   900   900   0   *   0   DSA or DSA Affiliate
                         
TUNG MO YAU   2,700   2,700   0   *   0   DSA or DSA Affiliate
                         
ZHONG PING YU   2,700   2,700   0   *   0   DSA or DSA Affiliate
                         
YANG ZHI JIAN   2,700   2,700   0   *   0   DSA or DSA Affiliate
                         
QI WANG   2,700   2,700   0   *   0   DSA or DSA Affiliate
                         
PEI YI HE   300   300   0   *   0   DSA or DSA Affiliate
                         
XIU JI AN   300   300   0   *   0   DSA or DSA Affiliate
                         
ZIY ZHANG   100   100   0   *   0   DSA or DSA Affiliate
                         
MIN QING ZHENG   2,700   2,700   0   *   0   DSA or DSA Affiliate
                         
MING YAO LU   2,700   2,700   0   *   0   DSA or DSA Affiliate
                         
ZHENG QIAO HUI   2,700   2,700   0   *   0   DSA or DSA Affiliate
                         
SU YING LEI   300   300   0   *   0   DSA or DSA Affiliate
                         
YUN PENG LIN   300   300   0   *   0   DSA or DSA Affiliate
                         
DA SHENG   300   300   0   *   0   DSA or DSA Affiliate
                         
LI QUN JUAN   2,700   2,700   0   *   0   DSA or DSA Affiliate
                         
SHU XING ZHANG   3,500   3,500   0   *   0   DSA or DSA Affiliate
                         
NEN JIN CHEN   2,700   2,700   0   *   0   DSA or DSA Affiliate
                         
MEI MEI CHUNG   300   300   0   *   0   DSA or DSA Affiliate
                         
QIANG GUO KE   2,700   2,700   0   *   0   DSA or DSA Affiliate
                         
YONG GUANG LIN   2,700   2,700   0   *   0   DSA or DSA Affiliate

 

26
 

 

GUI YING ZHAO   2,700   2,700   0   *   0   DSA or DSA Affiliate
                         
TONG ZHI JIANG   11,000   11,000   0   *   0   DSA or DSA Affiliate
                         
JOHN J ZAPOR JR   2,700   2,700   0   *   0   DSA or DSA Affiliate
                         
GUANG PING WU   2,700   2,700   0   *   0   DSA or DSA Affiliate
                         
YANG TIAN   2,700   2,700   0   *   0   DSA or DSA Affiliate
                         
HUI YU ZHENG   2,700   2,700   0   *   0   DSA or DSA Affiliate
                         
PAO YUEH FANG   2,700   2,700   0   *   0   DSA or DSA Affiliate
                         
XIANG YU XUE   2,700   2,700   0   *   0   DSA or DSA Affiliate
                         
XIAO YUN NG   2,700   2,700   0   *   0   DSA or DSA Affiliate
                         
DUAN HONG   2,700   2,700   0   *   0   DSA or DSA Affiliate
                         
JIE PING HO   300   300   0   *   0   DSA or DSA Affiliate
                         
MIN HUI CHANG   2,700   2,700   0   *   0   DSA or DSA Affiliate
                         
DAO JI LI   200   200   0   *   0   DSA or DSA Affiliate
                         
JIA HUI LANG   100   100   0   *   0   DSA or DSA Affiliate
                         
DAO-RO DAISY LEE   100   100   0   *   0   DSA or DSA Affiliate
                         
XUE HONG CHEN PANG   1,100   1,100   0   *   0   DSA or DSA Affiliate
                         
YU LIN   900   900   0   *   0   DSA or DSA Affiliate
                         
KWAI CHING CHIN   1,700   1,700   0   *   0   DSA or DSA Affiliate
                         
WEN ZHOU   1,000   1,000   0   *   0   DSA or DSA Affiliate
                         
XUE XIANG JIANG   100   100   0   *   0   DSA or DSA Affiliate
                         
PING CHAN   100   100   0   *   0   DSA or DSA Affiliate
                         
CHOI,MOONKYU   900   900   0   *   0   DSA or DSA Affiliate
                         
CHOI, HAEKYUNG   900   900   0   *   0   DSA or DSA Affiliate
                         
DAVIN YANG   100   100   0   *   0   DSA or DSA Affiliate
                         
QIU HUA GAO   900   900   0   *   0   DSA or DSA Affiliate
                         
XIAO GANG WEI   900   900   0   *   0   DSA or DSA Affiliate
                         
WAI YUK WONG   900   900   0   *   0   DSA or DSA Affiliate
                         
XIAO LIANG LI   900   900   0   *   0   DSA or DSA Affiliate

 

27
 

 

LI SU ZHU   900   900   0   *   0   DSA or DSA Affiliate
                         
KING HUI WANG   900   900   0   *   0   DSA or DSA Affiliate
                         
HE PING LI   900   900   0   *   0   DSA or DSA Affiliate
                         
JING JIANG   100   100   0   *   0   DSA or DSA Affiliate
                         
BAOZHU JIANG   900   900   0   *   0   DSA or DSA Affiliate
                         
YAN ZHANG   900   900   0   *   0   DSA or DSA Affiliate
                         
LAM, WAN YAN   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
WANG, ZHONG MOU   5,400   5,400   0   *   0   DSA or DSA Affiliate
                         
LIN, XIUHUA   600   600   0   *   0   DSA or DSA Affiliate
                         
JIANG, HAN   2,700   2,700   0   *   0   DSA or DSA Affiliate
                         
WANG, HUIJUN   46,900   46,900   0   *   0   DSA or DSA Affiliate
                         
WENDY XU INC.,
Xu, WeiGuang Principal
  12,000   12,000   0   *   0   DSA or DSA Affiliate
                         
HUIMAN G CHUNG TRUSTEE THE CHUNG FAMILY TRUST   24,690   24,690   0   *   0   DSA or DSA Affiliate

 

[1] Assuming sale of all shares registered hereunder.

 

* Less than 1%

 

Share Issuances of Shares in this Offering

 

In October 2012, 1,947,108 shares were issued to U.S. citizens or residents upon the exercise of Type A Warrants and 178,600shares were issued to U.S. citizens or residents upon the exercise of Type B Warrants. These are the only shares being registered in this offering.

 

We relied upon Section 4(2) of the Securities Act of 1933, as amended for the above issuances to US citizens or residents.

 

We believed that Section 4(2) of the Securities Act of 1933 was available because:

 

·None of these issuances involved underwriters, underwriting discounts or commissions.
·

The distribution was limited to persons becoming or who were our members rather than a general solicitation of the public at large.

· We have not allowed any transfer of these securities except as could be made in compliance with federal securities laws.

 

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Blue Sky

 

The holders of our shares of common stock and persons who desire to purchase them in any trading market that might develop in the future should be aware that there may be significant state law restrictions upon the ability of investors to resell our shares. Accordingly, even if we are successful in having the Shares available for trading on the OTCBB, investors should consider any secondary market for the Company's securities to be a limited one. There is no guarantee that our stock will ever be quoted on the OTC Bulletin Board.   We intend to seek coverage and publication of information regarding the company in an accepted publication which permits a "manual exemption”. This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.

 

We currently do not intend to and may not be able to qualify securities for resale in other states which require shares to be qualified before they can be resold by our shareholders.

 

PLAN OF DISTRIBUTION

 

Our common stock is currently not quoted on any market.  No market may ever develop for our common stock, or if developed, may not be sustained in the future.  Accordingly, our shares should be considered totally illiquid, which inhibits investors’ ability to resell their shares.

 

Selling shareholders are offering up to 2,125,708 shares of common stock. The selling shareholders will offer their shares at $0.50 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. We will not receive proceeds from the sale of shares from the selling shareholders.   There is no guarantee that our stock will ever be quoted on the OTC Bulletin Board.

 

The securities offered by this prospectus will be sold by the selling shareholders. Selling shareholders in this offering may be considered underwriters.  We are not aware of any underwriting arrangements that have been entered into by the selling shareholders. The distribution of the securities by the selling shareholders may be effected in one or more transactions that may take place in the over-the-counter market, including broker's transactions or privately negotiated transactions.

 

The selling shareholders may pledge all or a portion of the securities owned as collateral for margin accounts or in loan transactions, and the securities may be resold pursuant to the terms of such pledges, margin accounts or loan transactions. Upon default by such selling shareholders, the pledge in such loan transaction would have the same rights of sale as the selling shareholders under this prospectus. The selling shareholders may also enter into exchange traded listed option transactions, which require the delivery of the securities listed under this prospectus. After our securities are qualified for quotation on the over the counter bulletin board, the selling shareholders may also transfer securities owned in other ways not involving market makers or established trading markets, including directly by gift, distribution, or other transfer without consideration, and upon any such transfer the transferee would have the same rights of sale as such selling shareholders under this prospectus.

 

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In addition to the above, each of the selling shareholders will be affected by the applicable provisions of the Securities Exchange Act of 1934, including, without limitation, Regulation M, which may limit the timing of purchases and sales of any of the securities by the selling shareholders or any such other person. We have instructed our selling shareholders that they may not purchase any of our securities while they are selling shares under this registration statement.

 

Upon this registration statement being declared effective, the selling shareholders may offer and sell their shares from time to time until all of the shares registered are sold; however, this offering may not extend beyond two years from the initial effective date of this registration statement.

 

There can be no assurances that the selling shareholders will sell any or all of the securities. In various states, the securities may not be sold unless these securities have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

 

All of the foregoing may affect the marketability of our securities. Pursuant to oral promises we made to the selling shareholders, we will pay all the fees and expenses incident to the registration of the securities.

 

Should any substantial change occur regarding the status or other matters concerning the selling shareholders or us, we will file a post-effective amendment to this registration statement disclosing such matters.

 

OTC Bulletin Board Considerations

 

To be quoted on the OTC Bulletin Board, a market maker must file an application on our behalf in order to make a market for our common stock. We anticipate that after this registration statement is declared effective, market makers will enter “piggyback” quotes and our securities will thereafter trade on the OTC Bulletin Board.

 

The OTC Bulletin Board is separate and distinct from the NASDAQ stock market. NASDAQ has no business relationship with issuers of securities quoted on the OTC Bulletin Board. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTC Bulletin Board.

 

Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for not meeting those standards, the OTC Bulletin Board has no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files. FINRA cannot deny an application by a market maker to quote the stock of a company. The only requirement for inclusion in the bulletin board is that the issuer be current in its reporting requirements with the SEC.

 

Although we anticipate listing on the OTC Bulletin board will increase liquidity for our stock, investors may have greater difficulty in getting orders filled because it is anticipated that if our stock trades on a public market, it initially will trade on the OTC Bulletin Board rather than on NASDAQ. Investors’ orders may be filled at a price much different than expected when an order is placed. Trading activity in general is not conducted as efficiently and effectively as with NASDAQ-listed securities.

 

Investors must contact a broker-dealer to trade OTC Bulletin Board securities. Investors do not have direct access to the bulletin board service. For bulletin board securities, there only has to be one market maker.

 

Bulletin board transactions are conducted almost entirely manually. Because there are no automated systems for negotiating trades on the bulletin board, they are conducted via telephone. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders - an order to buy or sell a specific number of shares at the current market price - it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution.

 

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Because bulletin board stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.

 

There is no guarantee that our stock will ever be quoted on the OTC Bulletin Board.

 

LEGAL PROCEEDINGS

 

There are no pending or threatened lawsuits against us.

 

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS

 

The board of directors elects our executive officers annually.  A majority vote of the directors who are in office is required to fill vacancies.  Each director shall be elected for the term of one year, and until his successor is elected and qualified, or until his earlier resignation or removal. Our director and executive officer is as follows:

 

Name   Age   Position  
Ding Hua Wang   50   CEO and President, Director  
Xun Zhang   52   Director  
Pooi Lam Shun   62   Director  

 

Mr. Wang joined our predecessor company in January 2007 as Product Consultant.  In November 2007, he became CEO and President of our predecessor company and has been CEO, President and Director of our company since inception in March 2011.  From August 2005 to December 2006, he was CEO of Ansheng Company International Products, a nutrition products manufacturing and wholesale company.  From September 1999 to August 2005, he was CEO of Ansheng Company, a Chinese herbal medicine imports and store sales company.  He studied at Zhejiang University of Traditional Chinese Medicine from January 1986 to February 1991.  He attended American Global University in alternative medicine from August 2001 to September 2003 but did not receive a degree. As a member of the board, Mr. Wang contributes significant industry-specific experience and expertise on our products and services.  Mr. Wang also contributes his knowledge of the company and a deep understanding of all aspects of our business, products and markets, as well substantial experience developing corporate strategy, assessing emerging industry trends, and business operations.

 

Xun Zhang joined us as Director upon formation in March 2011.  From 2003 to date, he has been Assistant Professor, Harvard Medical School, Boston, Massachusetts.  From 1988 to date, he has been Assistant in Biochemistry; Director, Neuroendocrine Research Laboratory Massachusetts General Hospital Boston, Massachusetts.  He received a PhD, 1994, State University of New York at Albany.  With responsibility for product development guidance, he brings his educational and research knowledge and experience to the Board.

 

Pooi Lam Shun joined us as Director upon formation in March 2011.  From March 2007 to date, he has been a Member for us and our predecessor.  From May 1990 to February 2007, he was an Independent Distributor for Sunrider International, a health food manufacturer.  He received a Diploma, 1981, from Singapore Polytechnic.   Shun Pooi Lam is responsible for developing marketing strategies in Singapore, Malaysia, China and other Asian markets and brings his knowledge and experience in these markets to our Board, all in capacity as a Director of the Company. Although rendering this advice to management, he is not in charge of a principal business unit, division or function (such as sales, administration or finance) of the Company and does not performs a policy making function for the Company with respect to marketing or any other aspect of the Company’s business.

 

Family Relationships

 

There are no family relationships between our officers and directors.

 

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Legal Proceedings

 

No officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following:

 

·Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time,

 

·Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses),

 

·Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities,

 

·Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

 

·Having any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity.

 

·Being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity.

 

·Having any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking activity.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following tables set forth the ownership, as of the date of this registration statement, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group.  To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted.  There are not any pending or anticipated arrangements that may cause a change in control.

 

The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown. The business address for these shareholders is Flair Dr., Suite 308, El MonteCA91731.

 

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              % of  
        Number of     Common  
Name   Title   Shares     Shares  
Ding Hua Wang   President, CEO, Director     129,990,020       77.13 %
Xun Zhang   Director     500,000       0.30 %
Pooi Lam Shun   Director     1,599,800       0.95 %
All officers and directors as a group [3 persons]         131,492,720       78.38 %

 

 This table is based upon information derived from our stock records. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Except as set forth above, applicable percentages are based upon 168,532,709 shares of common stock outstanding as of December 31, 2012.

 

This Table does not include share underlying options under an agreement with Hong Kong Baoying described below. No work has been done, no monies have changed hands and no options have been issued. We are unable to reach representatives of Hong Kong Baoying. They have not performed according to the agreements. It is our position that they are in breach of the agreement and thus we have no further obligations to them under the agreement or otherwise.

 

DESCRIPTION OF SECURITIES

 

The following description as a summary of the material terms of the provisions of our Articles of Incorporation and Bylaws.  The Articles of Incorporation and Bylaws have been filed as exhibits to the registration statement of which this registration statement is a part.

 

Common Stock

 

We are authorized to issue 200,000,000 shares of common stock with $0.001 par value per share.

 

As of the date of this registration statement, there were 168,532,709 shares of common stock issued and outstanding held by 3,572 shareholders of the record.

 

Each share of common stock entitles the holder to one vote, either in person or by proxy, at meetings of shareholders. The holders are not permitted to vote their shares cumulatively. Accordingly, the shareholders of our common stock who hold, in the aggregate, more than fifty percent of the total voting rights can elect all of our directors and, in such event, the holders of the remaining minority shares will not be able to elect any of such directors. The vote of the holders of a majority of the issued and outstanding shares of common stock entitled to vote thereon is sufficient to authorize, affirm, ratify or consent to such act or action, except as otherwise provided by law.

 

Holders of common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available. We have not paid any dividends since our inception, and we presently anticipate that all earnings, if any, will be retained for development of our business. Any future disposition of dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors.

 

Holders of our common stock have no preemptive rights or other subscription rights, conversion rights, redemption or sinking fund provisions. Upon our liquidation, dissolution or winding up, the holders of our common stock will be entitled to share ratably in the net assets legally available for distribution to shareholders after the payment of all of our debts and other liabilities. There are not any provisions in our Articles of Incorporation or our Bylaws that would prevent or delay change in our control.

 

Options

 

A joint venture agreement has been signed with Hong Kong Baoying International Limited. Under the terms of the Agreement, we granted Baoying International the option to purchase up to three billion shares of common stock in three phases.

 

·First: 300 million shares at $2 USD per share
·Second: 700 million shares at $5 USD per share
·Third: 2 billion shares at $9 USD per share

 

In connection therewith, we have also agreed to issue our SEC attorney up to 30 million additional shares based upon 1% of the above options that are exercised.

 

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No work has been done, no monies have changed hands and no options have been issued. We are unable to reach representatives of Hong Kong Baoying. They have not performed according to the agreements. It is our position that they are in breach of the agreement and thus we have no further obligations to them under the agreement or otherwise.

 

INTEREST OF NAMED EXPERTS

 

The financial statements for the years ended December 31, 2011 and December 31, 2010 included in this prospectus have been audited by Malone Bailey, LLP, which are independent certified public accountants, to the extent and for the periods set forth in our report and are incorporated herein in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

 

The legality of the shares offered under this registration statement is being passed upon by Williams Law Group, P.A., Tampa, Florida. Michael T. Williams, principal of Williams Law Group, P.A., owns 836,765,000 shares of our common stock.

 

The legality of the Company’s operations under the laws of Singapore is being passed upon by Timothy Ong, Lim & Partners. The legality of the Company’s operations under the laws of China is being passed upon by Guangdong Shenzhen Tahota Law Firm. . The legality of the Company’s operations under the laws of Canada is being passed upon by Boughton Law Corp.

 

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LIABILITIES

 

Our Bylaws, subject to the provisions of Nevada Law, contain provisions which allow the corporation to indemnify any person against liabilities and other expenses incurred as the result of defending or administering any pending or anticipated legal issue in connection with service to us if it is determined that person acted in good faith and in a manner which he reasonably believed was in the best interest of the corporation.  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

 

DESCRIPTION OF BUSINESS

 

Introduction

 

Our Company is a provider of Health and Nutritional supplements and Personal Care products through our website by means of a network of Direct Sales Associates, or “DSA’s.”

 

Although we have a network of DSA’s, unlike many other multi-level marketing companies, it is our policy that DSA’s should purchase our products strictly for personal use rather than to resell or to distribute our products. Notwithstanding our direct selling structure, all purchases are made directly on our website. The primary business purpose of DSA’s is to refer new members or new customers to our website for them to purchase products directly from us for their own personal use. All products are shipped directly to the customer by us from the USA, or in certain limited cases transshipped from our warehouse facility in Hong Kong directly to the customer in China, and not sent to a DSA to distribute to the customer.

 

Unlike many traditional multi-level marketing companies, we do not have physical locations of stores and offices and do not undertake any actions physically in foreign countries where our DSA’s are located. We are not actively promoting our direct selling business model or holding any training seminar or any related activities physically in foreign countries. As of January 21, 2013, we had 1,874 active DSA’s in 13 countries.

 

Company History

 

E-World USA Holding, Inc., a California corporation and our predecessor, was established in January 2007.  In April 2011, E-World USA Holding, Inc., a California corporation entered into a merger agreement with its wholly-owned subsidiary, E-World USA Holding, Inc., a Nevada corporation which was the survivor of the merger.  Under the Merger Agreement, we issued 90,000,000 shares of our common stock on a one share for one share basis for each share of E-World USA Holding, Inc., a California corporation, common stock issued and outstanding at the date of the merger.  In addition, we issued Type A and TypeB Warrants in exchange for comparable Warrants issued and outstanding in E-World USA Holding, Inc., a California corporation, at the date of the merger.

 

There were no written warrant exercise provisions in the Type A Warrants or Type B Warrants. Instead, the Company told Warrant Holders orally that the exercise of the Type A and Type B Warrants would be triggered by a going public event. The term “going public event” was not defined. Based upon SEC staff comments on a prior registration statement, now withdrawn, the Company believed that in order to proceed with the going public process, Warrants would need to be exercised prior to the filing of this selling stockholder registration statement. Thus the Company defined the term “going public event” as the upcoming filing of a registration statement on Form S-1 covering shares of common stock received upon conversion of the Warrants.

 

Commencing September 15, 2012, and continuing for a 30-day period until October 15, 2012, the Company requested, by means of an Information Statement provided to holders of Type A Warrants and consistent with the foregoing, that holders of Type A Warrants make an exercise election for additional products, refunds or issuance of shares of common stock, as described above. No Type A Warrant Holder receiving the Information Statement expressed any objection to being required to make an election at the point in time they made their election or at any time thereafter. In addition, on October 20, 2012, all Type B Warrants were automatically converted into Common Stock without an Information Statement as Type B Warrants converted automatically into shares of common stock, without any further action or election of a Type B Warrant Holder, at the same time as Type A Warrants were converted. All Type A and Type B Warrants have been fully exercised and none are currently issued and outstanding.

 

We have also invested in two other unsuccessful business ventures, as follows:

 

· 5 Continents TV Corp. (“5CTV”) – This company was originally set up to form a TV station here in USA. We invested $1,181,520in early 2009. There was no written agreement and no shares or other indication of value was provided. The principal of 5CTV fled the country in March 2010 and has not been heard from since. We lost our entire investment in this company and our investment was written off in 2009.

 

· Mobile Internet Information Technology, Inc. (“MIIT”) – Stock comprising 27% of MIIT ownership was purchased in 2009 for $4,499,998. It is a company based in China which develops communication devices through internet. The company sells phones that connects to the internet through computers via USB connections. MIIT refused to share financial information or allow an audit, and announced in late 2010 that it had run out of money. The amount was written off in 2009.

 

Ansheng Company International Products(“Ansheng”) is a related company owned by our CEO, Mr. Wang’s wife. Ansheng was consolidated as a VIE but later deconsolidated because we found Ansheng does not need to be consolidated after the first filing. The Company has never had any investment or any ownership interest in Ansheng. Further, the Company does not have (1) the power to direct the activities (2) the obligation to absorb losses or (3) the right to receive expected residual returns of Ansheng.

 

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We currently have a policy not to invest in other similar business ventures.

 

Products

 

The Company currently has six individual nutritional supplemental products and three skin-care products. Our nutritional supplemental products are made according to a micro molecular nutrition formula. To achieve the maximum effect of products, micro molecular health foods were designed to be absorbed by cells directly with minimum chemical conversion which we believe promotes faster absorption. We believe our company is one of only a few companies in the market which are using a small molecular nutrition formula.

 

The nutritional supplements do not have intellectual property protection for the formulas. Nutritional products consist of 89% and 86% of total sales for the years ended December 31, 2011 and 2010, respectively.  Currently, less than one percent of the Company’s sales are not processed through the Company’s web site.

 

Our skin-care products were developed and formulas are owned by another company from which we purchased the rebranding right. These products focus on   restoring epidermal calcium. The products provide a positive epidermal environment for the homeostasis and regeneration of a person’s own skin barrier.

 

The products were first introduced in 2010 and consisted of 11% and 14% of the 2011 and 2010’s annual sales, respectively.

 

Both products are sold to our members in the marketing structure. The members purchase the items through our website and can request the items to be shipped or picked up at our designated overseas storage locations.

 

Sales breakdown

 

   2011   2010 
Nutritional products   89%   86%
Skin-care products   11%   14%

 

Currently, the Company does not have plans pertaining to expanding its business beyond the nutritional supplement and cosmetic sectors.  The Company, however, is considering selling its products through wholesalers in China.

 

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Nutritional Supplements and Price per Bottle/Package

 

·Longevity - $1,400.00
·E-Liver Energy - $88.00
·Cell Power - $88.00
·OPC Spa - $73.00
·Heart Power - $73.00
·O2 Cell Power - $45.00
·Health Package - OPCx2, Liver Powerx2, and Cell Powerx2 for $520.
·Premium Package - OPCx4, Liver Powerx4, and Cell Power x4 for $980

Long Life Package - OPCx10, Liver Powerx20, Cell Powerx20, and O2 Cell Powerx20 for only $5,015.

 

Skin-care and Price per Bottle/Package

 

·Revitalizing Toner(2 btls) - $280.00
·Regenerative Cream - $280.00

Skin Barrier Therapy Lotion - $200.00

 

The Company is committed to building its brand name and DSA and customer loyalty by selling premium quality, innovative nutritional supplements that appeal to broad markets.  The Company's philosophy is to combine the best of science and nature and to include in each of its products the highest quality ingredients with the greatest amount of benefit to the consumer.   The Company is committed to providing quality products that can be sold at attractive retail prices and allow the Company to maintain reasonable profit margins.  New products are identified, suggestions from our members, and from industry and market research conducted by management on an ongoing basis to determine strong market interest for a new product.  The Company believes that timely and strategic product introductions are critical to maintaining the growth of independent distribution channels.  Currently, however, no new products are under development.

 

Return and Refund Policy

 

E-Word USA guarantees the quality of its products, and will exchange any product found to be defective. A written exchange request must be submitted when member returns defective or damaged product. Members and retail customers can apply for refund in full amount of purchased products within 60 days of purchase. All shipping fee for product exchanging or returning must be fully responsible by members. E-World will not be responsible for any shipping cost. All of the returned products must not be damage and be within the validity period specified on the product label.

 

Sourcing and Production

 

In order to maintain high product quality, we do not manufacture and do not intend in the future to manufacture ourselves any of the products we sell. Instead, we acquire our ingredients and contract for production of our proprietary products from one set of suppliersand manufacturers and contract production of our proprietary products from another set of manufacturers that we believe are reliable, reputable and deliver high quality materials and service. In 2011, one supplier, Health One Pharmaceutical Inc., accounted for approximately 71% of our purchases. The loss of this supplier could result in a loss of sales and revenues.

 

The Company does not have a written or contractual agreement with Health One Pharmaceutical Inc. or any of our four other suppliers, or with any of our secondary or tertiary suppliers, suppliers who supply our primary and secondary suppliers, respectively. The Company does not have a written or contractual agreement with any of our two manufacturers. Our product ingredient sourcing and other our manufacturing requirements are conducted on a purchase-order 0basis.  If one or more of our current suppliers stopped selling us ingredients and or if one or more of our current manufacturers stopped manufacturing our products, we would be forced to find other suppliers or re-allocate our manufacturing requirements among our existing suppliers and manufacturers.  The time needed to find other suppliers or re-allocate our manufacturing requirements could outlast the inventory on hand and result in loss of sales.

 

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We maintain a good relationship with our suppliers and do not anticipate that any of our suppliers will terminate the relationship in the near term. We also have ongoing relationships with secondary and tertiary suppliers. In the event we become unable to source any products or ingredients from our major suppliers, we believe that we would be able to produce or replace those products or substitutesource these ingredients from our secondary and tertiary other suppliers without great difficulty or significant increases to our cost of goods sold.

 

Our Skin-care products are developed by another company which owns the intellectual property of those products. We purchased the rebranding right from them to sell these products under our names. Currently we only have one supplier for our skin-care products and the specific product is solely owned by this supplier. If the supplier discontinued this product we will need to find substitute supplier for similar product. We have not identified any substitute supplier or substitute product.

 

For nutritional products, we purchase our ingredients from third parties and contracted third party manufacturer for further processing the material into final products to be sold We do not own any manufacturing plant for processing of our products. We only provided self developed formula to be manufactured. Our company is able to obtain the ingredient necessary for production of our nutritional supplements. Our skin-care products are produced by our supplier and we are unable to obtain the intellectual right to produce such products.

 

We also maintain a good relationship with our manufacturers and do not anticipate that any of our manufacturers will terminate the relationship in the near term. In the event we become unable have our products manufactured by our major manufacturers, we believe that we would be able to reallocate production to our other manufacturers or locate other manufacturers without great difficulty or significant increases to our cost of goods sold.

 

Order Backlog

 

We have no current order backlog.

 

Industry Analysis

 

Nutritional Industry Overview

 

The nutrition industry includes many small- and medium sized companies that manufacture and distribute products generally intended to enhance the body’s performance and wellness.  The four major product categories within the nutrition industry are:

 

·Nutritional Supplements – products such as vitamins, minerals, nutritional supplements, herbs and botanicals and compounds derived from these substances.
·Natural and Organic Foods – products such as cereals, milk, non-diary beverages and frozen entrees.
·Functional Foods – products with added ingredients or fortification specifically for health or performance purposes.
·Skin-care – products combining nutrition with skin care.

 

Nutritional products are distributed through six major sales channels.  Each channel has changed in recent years primarily due to advances in technology and communications resulting in improved product distribution and faster dissemination of information.  The major sales channels are as follows:

 

·Network marketing.
·Mass-market retailers, including mass merchandisers, drug stores, supermarkets and discount stores.
·Natural health food retailers.
·Mail order.
·Practitioners
·The Internet.

 

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The nutritional supplement market is characterized by:

 

·Large selections of essentially similar products that are difficult to differentiate.
·Retail consumer’s emphasis on value pricing.
·Constantly changing formulations based on evolving scientific research.
·Low entry barriers resulting from low brand loyalty, rapid change, widely available manufacturing, low regulatory requirements and ready access to large distribution channels, such as the Internet and retail stores selling nutritional supplements and other direct marketing companies.
·A lack of uniform standards regarding product ingredient sources, potency, purity, absorption rate and form.

 

As indicated by the above information, we believe that the Nutritional Supplements Industry coupled with the Direct Sales Industry offers an opportunity for a potentially profitable venture.  The following sections outline the strategies that will be implemented to attain these profits.

 

Marketing Plan

 

Although we sell our products to the general public, in order to obtain the membership discounts and receive a bonus, a consumer must become a Member.  There are two methods by which members can join. One is to identify who the referring member is then will become downline member of the appointed member. The other is the referring member can help the new member join and indicate the new member to be registered under the referring member.If a new member does not appoint any referring member, the new member can contact the company and will be placed under a member randomly. Our members are not required to make purchases to join and become members.Upon joining our company, a new Member becomes a DSA and receives a unique member ID.   This new member/DSA can then login to our website and to purchase our products.  Upon receiving payment, our fulfillment team will start processing this order.

 

When the member chooses to upgrade to a chosen type of membership, the member will choose to purchase a certain package as initial order. The fee charged is for the products purchased. When the member decided to choose this package to become certain type of membership, the sponsoring member will received a percentage of the purchase made. It is currently set at 10% of the BV Points used to upgrade membership. The member can also purchase the package without upgrading the membership; the price would be the same.

 

If member decides not to upgrade membership, the member can still use the account to purchase products at the same price.

 

We do not have written member or similar type agreements with our DSA’s. We have a handbook which governs our policies and procedures for our DSA’s which we furnish them when they join.

 

A consumer becomes a DSA by completing an application under the sponsorship of an existing member.  The new member then becomes part of the sponsoring member’s “down-line” sales organization.

 

DSA Compensation

 

Anyone can become a member by signing up an online account. The online account allows the members to purchase products and access to promotions. The members can also choose to upgrade membership status by making certain amount of purchases. The different types/levels/grades of members are as follows.

 

General member: Anyone can sign up for an account and become a general member. A general member does not participate in any bonus program. The membership status allows the member to purchase products and offered promotional discounts

 

Diamond member: Diamond membership is earned through making purchases of at least 4000 BV points within 3 months upon opening a member account and placed the points for upgrades. The member can earn binary bonus of 12%, matching bonus, and referral bonus.

 

Gold member: Gold membership is earned through making purchases of at least 2000 BV points within 2 months upon opening a member account and placed the points for upgrades. The member can earn binary bonus of 10%, matching bonus, and referral bonus.

 

Silver member: Silver membership is earned through making purchases of at least 500 BV points within 1 month upon opening a member account and placed the points for upgrades. The member can earn binary bonus of 10%, matching bonus, and referral bonus.

 

Bronze member: Bronze membership is earned through making purchases of at least 100 BV points within 1 month upon opening a member account and placed the points for upgrades. The member can earn binary bonus of 8%, matching bonus, and referral bonus.

 

Definition

 

BV point stands for “Business Value Point.” A certain number of points are assigned to each product purchased. The points assigned are determined by the cost of the products sold. The points will be used to calculate the bonus to be given to members purchasing the products and upline of the members who purchased products. All members and their upline members can receive points earned from purchasing products. Member itself cannot earn points used to upgrade membership.

 

Members who decide to participate in bonus reward program can earn bonus through three different methods: matching bonus, referral bonus, and binary bonus. Explanation and examples are as follows.

 

Referral bonus

When member joined and used BV points earned from purchases to upgrades to different levels of membership, its referral member will earn 20% of the BV points used to upgrade as referral bonus. Ex. 100 points used to upgrade will enable the referral member to earn $20.

 

Binary Bonus

Each member has two centers which they can choose to add downline or assign points of their own purchases. The centers are assigned on left and right sides. Points from both sides will be matched periodically to calculate bonuses earned. Percentage is determined by membership level:

 

· Diamond: 12%
· Gold: 10%
· Silver: 10%
· Bronze: 8%

 

For example, if a diamond member has downline members on each side and the downline members purchased products. Left side member purchased products worth of 100 BV points and right side member purchased products worth of 200 BV points. When calculating binary bonus, the minimum amount of BV points of the two sides, in this case 100 BV, will be deducted from both side and the 100 BV points will then be used to calculate amount of binary bonus earned. In this case, the diamond member can use 100 BV times 12% and earn $12. Then the member will have no more point on left side and 100 BV points remaining on right side until more points are earned on the left side to generate binary bonus.

 

Matching bonus

A member can earn a small percentage of its referred members’ binary bonus earned for the period. Matching bonus can be earned to its referred members and their referred bonus up to 6 levels of suppressed referrals. If a member earns $100 of binary bonus, its referrer can earn 5% of referee’s binary bonus earning, which in this case will be $5.

 

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Points are earned only through purchases. They are earned by the member who purchased the products and ALL uplines of the same points. A member does not earn any points by referring people to join the membership. The uplines earn BV points based on the purchases made by their downlines. If a member purchase 1,000 points worth of products, every upline of this member will earn 1,000 points.  In addition to receiving rewards, they can dedicate their purchases' BV points to be used a grading their membership into different levels. There is no set direct relationship between sales price and points earned. This way we can change the points to dollar ratio to promote certain types of products.

 

Members must make 20 BV purchase or more each month to maintain their member hierarchy. Up to 320,000 BV points can be retained at the end of each month.  In addition, members must make at least 100BV auto order in order to renew the membership every year since enrollment date. Those members who lose their membership status can reactive their accounts by making purchases of products with at least 100BV.

 

Our product refund policy is 60 days with written request.

 

Bonuses are distributed twice a month, on the following Wednesday of each bonus calculation cycle. They can’t be deposited in Members Global cash card which can be used on certain ATM machines anywhere in the world or members can have bonus balance remained on their accounts for payments of future purchases.

 

Prior to December 31, 2010, we issued warrants to our members as additional rewards for their purchases. We discontinued this practice in December 31, 2010. Before discontinuing the issuance of warrants, members were compensated both by warrants and bonus reward program. After that date, no other arrangement has been made other than the general bonus plan as described above.

 

The following chart sets forth the percentage of sales by country for 2011 and 2010:

 

   2011   2010 
Singapore   45.4%   30.3%
China   37.1%   45.5%
United States   8.4%   5.8%
Canada   6.7%   8.3%
Hong Kong   0.8%   2.3%
Taiwan   0.6%   2.9%
Malaysia   0.5%   4.4%
Others   0.5%   0.5%

 

Growth Strategies

 

The Company realizes the importance of attracting and retaining members and their customers in order to realize continued growth and profitability.  The Company places great emphasis on assisting new members in building their business.  This assistance is through exceptional customer service, timely shipment of products, and timely payment of commission payments.

 

The Company has recently added several new product lines to further capture the spending dollars in its member base. For example, Longevity was added to our product line in January 2011.

 

The Company is expected to grow internationally, specially paying attention to the Asia market. In the past, USA market did not grow too much and has then slowed. Sales to overseas, especially China, has grew significantly. We expect our products to gain more popularity in overseas market rather than domestic market. However, the company has not yet outreached into the Asia market fully to have material increase in sales incurred from it. Customers can purchase and pickup products at office or warehouse. If customers choose to receive products by mail, we will ship them from U.S. or Hong Kong warehouse.

 

In Asia, we currently sell products shipped mostly from the Hong Kong warehouse to DSA’s located in China, Hong Kong, Taiwan, Vietnam, Thailand, and Singapore.

 

The following table shows the percentage of total sales for the twelve months ended December 31, 2010 and 2011, and for the nine months ended September 30, 2012, from members located in the following countries:

 

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    2010     2011     2012  
Singapore     30 %     45 %     7 %
China     46 %     37 %     89 %
United States     6 %     8 %     2 %
Canada     8 %     7 %     1 %
Hong Kong     2 %     1 %     0 %
Taiwan     3 %     1 %     0 %
Malaysia     4 %     1 %     0 %
Others     1 %     1 %     0 %

 

The number of total and active members in each U.S. state and country as of January 21, 2013 is as follows:

 

STATE   TOTAL MEMBERS     TOTAL ACTIVE
MEMBERS
 
Alaska     9       1  
Arizona     10       0  
California     103       16  
Colorado     4       0  
Connecticut     6       2  
Delaware     3       1  
Florida     8       2  
Georgia     5       0  
Hawaii     62       22  
Illinois     9       3  
Indiana     3       1  
Iowa     1       0  
Kentucky     3       0  
Louisiana     4       2  
Maine     1       0  
Maryland     36       13  
Massachusetts     2       0  
Michigan     4       0  
Minnesota     1       1  
Nebraska     1       0  
Nevada     29       0  
New Jersey     36       14  
New York     577       117  
North Carolina     33       0  
Northern Mariana Islands     1       0  
Ohio     9       0  
Pennsylvania     78       30  
South Carolina     2       0  
Tennessee     1       0  
Texas     19       8  
Utah     8       0  
Virginia     11       0  
Washington     3       1  
West Virginia     1       0  

 

COUNTRY   TOTAL MEMBERS     TOTAL ACTIVE
MEMBERS
 
Australia     65       11  
Brazil     2       0  
Cambodia     2       0  
Canada     991       82  
China     4201       1184  
England     10       8  
France     1       0  
Hong Kong     407       49  
Macau     5       2  
Malaysia     593       57  
Singapore     1786       226  
Taiwan     266       12  
Thailand     18       2  
United States     1082       233  
Venezuela     2       0  
Vietnam     2       1  

 

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Competition

 

The market for nutritional products is large and intensely competitive. The Company competes directly with companies that manufacture and market nutritional products. The Company competes with other companies in the nutritional products industry by emphasizing the uniqueness, value and premium quality of the Company's products and convenience of the Company's distribution system. Many of the Company's competitors have much greater name recognition and financial resources than the Company. In addition, nutritional products can be purchased in a wide variety of channels of distribution. While the Company believes that consumers appreciate the convenience of ordering products from home through a sales person, or through a catalog, the buying habits of many consumers accustomed to purchasing products through traditional retail channels are difficult to change. The Company's product offerings are also relatively small compared to the wide variety of products offered by many other nutritional product companies

 

The Company also competes with other direct selling organizations, some of which have a longer operating history and higher visibility, name recognition, and financial resources. The leading network marketing company in the Company's existing markets is Amway Corporation and its affiliates. The Company competes for new DSA’s on the strength of its multiple business opportunities, product offerings, compensation plan, and management strength. Management envisions the entry of many more direct selling organizations into the marketplace as this channel of distribution expands over the next several years.

 

Intellectual Property

 

We have no registered or patented intellectual property. We have common law ownership rights for the formulations for five of our six non-cosmetic products.  We do not have registered trademarks, trade names or other governmentally approved intellectual property rights for those products.

 

The three types of cosmetics products have formulation patents owned by our supplier of these products, Genepharm Inc.  Genepharm manufactures these products and packs them with E-World USA designed packaging under an oral agreement with us. The formulation of O2 Cell Power product is owned by Oxygen America, Inc.  Oxygen America, Inc. manufactures this product and packs it with E-World USA designed packaging under an oral agreement with us. We are authorized by these suppliers under oral agreements to sell these products worldwide under our brand name without infringing any rights of Genepharm or Oxygen America, Inc.

 

Research and Development

 

We are not currently conducting any research and development activities.

 

Government Regulation

 

The Company is subject to various federal, state, local and foreign regulations. Various governmental agencies have an impact on our business. The regulations cover product ingredients, manufacture, distribution, marketing, sales, compensation and taxation, to name a few. If the Company were to fail to meet standards set by these regulations, then the Company could be prohibited from selling its products.  A general description of the regulations is set forth below followed by descriptions of laws in China, Singapore and Canada provided by counsel: Guangdong Shenzhen Tahota Law Firm from China, Timothy Ong, Lim & Partners from Singapore and Bougton Law Corporation from Canada.

 

Our entire sales and distribution channel is based substantially upon our network marketing program. We are subject to various regulations from federal, state and foreign agencies.   While we believe that we have complied with regulations and have set up our programs within the guidelines, we are at risk that in one or more areas our marketing system might not be compliant with local regulations. If we were not able to bring into compliance our network marketing program, it could have a material adverse financial effect on our sales in that market.

 

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As nutritional supplements, our products are also subject to government regulation.  If one or more of the ingredients of our products become subject to regulatory action, then the Company suffers the risk of having to re-formulate its product, if allowed, in order to put it on the market. The cost of this process may be substantial. The future acceptance of the re-formulated product by its distributors cannot be assured.

 

Sales of our products in foreign jurisdictions represented approximately 91.6% of our net revenues for the year ended December 31, 2011.  We are subject to the risks of foreign currency exchange, currency restrictions and payments methods to our foreign members. The Company may suffer losses as the dollar loses value against foreign currencies between the recording date and the payment date or as foreign currencies lose their value against the dollar. All of our products are manufactured and purchased in the United States and shipped to foreign locations for distribution or directly to members in foreign countries.

 

Our products are subject to the import and Customs regulations of the foreign jurisdictions in which we do business.  If countries in which we conduct business were to change import regulations and did not allow our product to enter the country, we could suffer significant financial losses by losing our members and sales in the country.

 

The payment of earned commissions and incentives to our foreign members is subject to various banking and disbursement regulations of the foreign jurisdictions. We have provided different methods for the members to withdraw their bonus balances. The members can apply for Global Cash Cards, which operates like Paypal, allowing us to distribute their bonus onto their accounts. In China only, we also have bank accounts in China from which we can disburse funds to members. Members in the US and all other countries may only receive payments through Global Cash Cards. If we are unable to find suitable payment arrangements for our members, we could suffer an eroding member base in foreign countries. The Patriot Act limits the alternatives and the ability of sending mass payments from the United States to individuals and businesses in foreign lands. Members might be required to give certain information to our banks under the Patriot Act before we could send money to them. However the Patriot Act has never inhibited our ability to make any payments to any of our members located both in the U.S. and outside the U.S. The Company to date has a bank account in the U.S. and in Hong Kong. The lack of a significant local presence places a greater challenge in making timely payments to our independent representatives. The Company has utilized several methods of payment and currently utilizes a payment card option that is in compliance with all existing U.S. and foreign banking and currency regulations.

 

China legal counsel has advised as follows: In China, direct selling is subject to certain strict restrictions. There are clear provisions about products for direct selling, enterprises involved in direct selling, and direct sales persons respectively under Articles 2, 3 and 4 of the Regulations for the Administration of Direct Selling.  Instead of being prohibited, direct selling is subject to certain strict restrictions by PRC laws and regulations. There are clear provisions about products for direct selling, enterprises involved in direct selling, and direct sales persons respectively under Articles 2, 3 and 4 of the Regulation for the Administration of Direct Selling. To carry out direct selling in China, an enterprise shall be established in China and apply for a particular business license in accordance with relevant regulations. Although E-World’s members and customers are located in China, it is not subject to this regulation because the regulations are not based upon where members and customers are located. Instead, the regulations govern physical locations of stores and offices as well as activities taken physically in China, as opposed to activities over the internet. E-World does not have physical stores and office established in PRC for promotion of the products as well as Direct Selling marketing method, and it is not actively promoting its direct selling business model or holding any training seminar or any related activities physically in PRC. Thus, the sales model is not classified as direct selling as specified by the Regulation for the Administration of Direct Selling.

 

Pursuant to the regulations issued by China customs, health food can be posted from overseas into mainland China with a certain limit of reasonable quantity for self-use only. In this regard, E-World has not violated any PRC laws and regulations by selling health food to mainland China over the internet as it only allows orders for reasonable quantity for self-use only and only ships directly to the customer who ordered, not to the member for redistribution to other customers. In view of this business model in which our products are sold to individual members with purchases made for personal use, we believe the sales and shipping of goods do not violate PRC’s laws regulations. 

 

Pursuant to the regulations issued by PRC Customs, health food can be posted from overseas into mainland China within a certain limit of reasonable quantity for self-use only. In this regard, E-World has not violated any PRC laws and regulations by selling health food to mainland China over the internet. However, PRC laws and regulations do prohibit any use of the internet to conduct such activities as spreading heretical beliefs, ganging up, superstition and hooliganism which seriously deviate from the requirements of building of spiritual civilization and affect social stability in PRC, or otherwise such as to gain exorbitant profits, evade taxes, seriously harm the interest of consumers and interfere with the normal economic order. E-World’s business does not involve any of the prohibited activities so E-World has not violated any of the PRC laws and regulations on internet activities.

 

Based on our understanding of E-World's business model and membership types, E-World's members signed up to make purchases for their own use and occasionally for closely related persons. The members noted in their business models are not buying in bulk and resell the items personally. They encourage new members to sign up to make purchases of E-World's products themselves. As such, the China-located DSAs and customers have not violated any of the China laws and regulations and the China’s Regulation for the Administration of Direct Selling is not applicable to them.

 

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In view of E-World's business model, which E-World's products are sold to individual members with purchases made for personal use, E-World's sales and shipping of goods would not violate PRCs custom regulations.

 

Instead of being prohibited, direct selling is subject to certain strict restrictions by PRC laws and regulations. There are clear provisions about products for direct selling, enterprises involved in direct selling, and direct sales persons respectively under Articles 2, 3 and 4 of the Regulation for the Administration of Direct Selling. To carry out direct selling in the territory of China, an enterprise shall be established in China and apply for a particular business license in accordance with relevant regulations.

 

This is to advise you specifically noting the facts cited by the SEC, E-World complies with this regulation because in view of the fact that E-World has neither established any entities in PRC, nor applied for a business license with PRC administrative authority, nor actively promoted itsdirect selling business model and hold any training seminar or any related activities in PRC, E-World’s selling model shall not be classified as direct selling as specified by the Regulation for the Administration of Direct Selling.

 

Singapore legal counsel has advised as follows: The relevant provisions are found under Singapore’s Multi-Level Marketing & Pyramid Selling (Prohibition) Act (Chapter 190), a multi-level marketing scheme or arrangement or a pyramid selling scheme or arrangement (hereinafter referred to as “MLM activities”) is prohibited save for those excluded under the Multi- Level Marketing and Pyramid Selling (Excluded Schemes and Arrangements) Order 2000 made by the Singapore Minister for Trade and Industry which came into effect on 1 June 2000.

 

1) The Multi-Level Marketing & Pyramid Selling (Excluded Schemes and Arrangements) Order 2000 exempts the following categories of MLM activities:-

 

(a) Registered, approved or licenced insurance business under the Insurance Act (Cap. 142), the Insurance Intermediaries Act 1999 (Act 31 of 1999)

 

(b) Master franchise schemes and direct selling schemes which satisfy the following salient conditions:-

 

(i) a person participating shall not be required to provide any benefit or acquire any commodity in order to participate in the scheme or arrangement other than the purchase sale demonstration equipment or materials at cost which are not for resale for which no commission, bonus would accrue

 

(ii) the benefit received by any promoter or participant is as a result of the sale, lease, licence or other distribution of a commodity or as a result of the performance of one or more of its participant in relation to the sale, lease, licence or distribution of a commodity to another person and it is not as a result of the introduction or recruitment of additional participants

 

(iii) the promoter shall not make any representation to any person on the benefit of the scheme or arrangement other than those specified in (ii)

 

(iv) the promoter shall not and shall take reasonable steps to ensure that the participants in the scheme and arrangement do not

 

(aa) knowing made or permit to be made any misleading or false representation

 

(bb) or knowingly omit any material particular

 

(cc) knowingly engage or by conduct mislead as to any material particular either in respect of the scheme or arrangement or its commodity

 

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(v) there should be a clearly stated full-refund or buy-back guarantee within 60 days that is exercisable by every participant on reasonable commercial terms

 

2) Subject to practical compliance with the conditions stated above, it is our opinion that the business activities of the Company described above appears to conform with the Multi-Level Marketing & Pyramid Selling (Excluded Schemes and Arrangement) Order 2000 and is prima facie, lawful under the said legislation. Based on the above instructions and in particular E-World’s business model, we believe the business activities of E-World USA Holding, Inc. is in compliance with Singapore laws.

 

Canada Legal Counsel has advised as follows: This is to confirm that, in my opinion, a multi-level business as described below may be operated legally under the federal laws of Canada;

 

Below is an excerpt of E-World’s business model:

 

“Our Company is a provider of Health and Nutritional supplements and Skin-Care products through our website by means of a network of Direct Sales Associates or “DSA’s.” Although we have a network of DSA’s, unlike many other multi-level marketing companies, it is our policy that DSA’s should purchase our products strictly for personal use rather than to resell or to distribute our products. Notwithstanding our direct selling structure, all purchases are made directly on our website. The primary business purpose of DSA’s is to refer new members or new customers to our website for them to purchase products directly from us for their own personal use. All products are shipped directly to the customer by us from the USA, or in certain limited cases transshipped from our warehouse facility in Hong Kong directly to the customer in China, and not sent to a DSA to distribute to the customer.

 

Unlike many traditional multi-level marketing companies, we do not have physical locations of stores and offices and do not undertake any actions physically in foreign countries where our DSA’s are located. We are not actively promoting our direct selling business model or holding any training seminar or any related activities physically in foreign countries.

 

A consumer becomes a member by completing an application under the sponsorship of an existing member. The new member then becomes part of the sponsoring member’s “down-line” member. By referring new members to purchase our products, the existing member is rewarded by our bonus plan system. The new down-line member may also sponsor new members, creating an additional level in their network, but also forming a part of the same down-line as the original sponsoring member. For example, a certain percentage of the total purchase price is paid, as bonus, to the sponsoring member as well as this sponsoring member’s original sponsor when the sponsoring member refers a new member to purchase products. This reward system continues for each additional member.”

 

In Canada, a multi-level marketing program similar to the one offered by the Company is permitted if it includes a down-line member with bonuses paid from the total purchase price of product to the sponsoring member and to the sponsoring member’s original sponsor when the sponsoring member refers a new member to purchase products. The Competition Act governs multi-level marketing activities in Canada. Section 55 deals with income representations in multi-level marketing plans and section 55.1 deals with situations where the multi-level marketing plan is deemed to be a prohibited scheme of pyramid selling. Sections 55 and 55.1 contain measures directed against deceptive practices common to multi-level marketing plans and to schemes of pyramid selling, including:

 

a) representations relating to compensation without adequate disclosure of income received by typical participants;
b) recruitment bonuses (head-hunting );
c) required purchases as a condition of participation in a plan;
d) inventory loading ; and
e) inadequate or non-disclosed product return policy.

 

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Upon reviewing E-World’s business model and Canada’s multi-level marketing law, we believe E-World’s business model has not violated laws regulating multi-level marketing in Canada. The members are able to access their accounts to see detail breakdown on their compensation. Members do not earn recruitment bonuses for referring new members. Compensations are earned based on referred members’ purchases. Anyone can sign up for a online free membership account without required to make certain purchases. There is no plan or offer that would encourage members to stock pile inventory. E-World’s return policy is clearly stated in their membership handbook which is made available to all members.

 

Based on the understanding of the business model of E-World and its operation, we also believe E-World is exempt from needing to comply with all aspects of these provisions of Canadian law due to the fact that its operation is within US only and the members join the membership through website through internet. There is not any operation, marketing, training or office located in Canada, therefore E-World is not required to abide by Canadian laws.

 

In the United States, the Company has Active Members in twenty-one (21) U.S. States, and the Company believes based upon management’s knowledge of U.S. law and regulation that it complies with State and federal laws in its operations.  Summarizing across the laws of the applicable jurisdictions, legally permissible Multi-Level Marketing (“MLM”)plans, including the Company’s, promise that people who sign up as distributors (“DSAs” in the Company’s terminology) will receive compensation in two ways:  based on their own sales of products, and on the sales their recruits make.  Pyramid schemes, which are illegal in most States, are a variation on multi-level marketing.  They involve paying commissions or other providing other benefits to distributors only for recruiting new distributors.  Thus, to be legally permissible, the Company’s MLM plan must pay commissions or provide other benefits for the retail sales of goods or services, and not for recruiting new distributors.

 

The Company complies with the foregoing at the levels of both its written policies and its actual practices.  The Company’s Direct Sales Associates receive compensation or other benefits based solely on amounts of the Company’s products that they purchase, and amounts of products purchased by people who they refer to the Company.  Direct Sales Associates do not receive any form of compensation or other benefits directly or indirectly from the Company based merely on their recruiting people to join the Company in one or another capacity. A few States in which the Company has Active Members have repurchase requirements that must be met for an MLM plan to avoid being an illegal pyramid scheme.  Those States require that under certain conditions the Company repurchase products that it has sold.  Combining those requirements in the most restrictive way (and which is effectively more restrictive to the Company than any particular State’s requirements), the Company’s agreement with its DSAs that if the products are in resalable condition it will repurchase the products for 90% of the DSA’s original purchase price.  

  

we are subject to laws and regulations in each of the 50 states which are generally intended to prevent fraudulent or deceptive schemes, often referred to as “pyramid” schemes, that compensate participants for recruiting additional participants irrespective of product sales, use high-pressure recruiting methods and/or do not involve legitimate products.  These laws and regulations often:

 

impose cancellation/product return, inventory buy-backs and cooling-off rights for consumers and members;

 

require us or our members to register with governmental agencies;

 

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impose caps on the amount of commission we can pay;

 

impose reporting requirements; and

 

impose upon us requirements, such as requiring members to maintain levels of retail sales to qualify to receive commissions, to ensure that members are being compensated for sales of products and not for recruiting new members.

 

We believe we are in full compliance with all laws, rules and regulations governing our business, whether federal or state in the U.S. as well as abroad. The laws and regulations governing direct selling are modified from time to time, and, like other direct selling companies, we could be subject from time to time to government investigations in our various markets related to our direct selling activities.  This could require us to make changes to our business model and aspects of our global compensation plan in the markets impacted by such changes and investigations.

 

See the Risk Factors section of this registration statement for a discussion relevant government regulation and the legal uncertainties related to our business activities.

 

Employees

 

We have the following employees:

 

·Full time:  10

 

oOperations –   6
oAdministrative –  2
oManagement –  1
oSales –  1

 

Compliance department consists of 1 or 2 employees in assisting the members with company guidelines. These employees will help members understand the direct marketing system and ensure the members follow the guidelines set by the company. Also, the employees will ensure the members to not misunderstand or attempt to temper with laws.

 

Fulfillment team consists of at least 2 employees to help process orders received and to complete shipment of the products to customers.

 

The justice department consists of 1 or 2 employees who will try to resolve members’ disputes over each other or other issues related to the company and seek for professionals’ help when needed.

 

We don’t have any part time employees.

 

We have no collective bargaining agreement with our employees. We consider our relationship with our employees to be excellent.

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

 

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form S-1.

 

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934).  Forward-looking statements are, by their very nature, uncertain and risky.  These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rate; and other risks that might be detailed from time to time in our filing with the Securities and Exchange Commission.

 

Although the forward-looking statements in this Registration Statement reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them.  Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements.  You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

 

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Overview

 

We provide nutritional supplements, which are sold to a network of independent business consultants or direct sales agents (“DSA”). We are included in the direct sales, network marketing or multi-level marketing industry. Sales of our products are dependent upon the activity of the DSA in purchasing the products and in recruiting new DSAs. We provide an incentive to the DSA in the form of a commission or bonus based upon the level of purchases and recruiting that have occurred during the month. We do not "hire" any DSAs, as they are all independent contractors and not employees who work under our control.  Therefore, we are not always aware if the DSA has ceased working the business, stops ordering products or has joined another company. The DSA is not required to resign. We are always impacted by the fluctuations in the DSA membership base.

 

We believe that our Business to Customer business is robust and that consumers have become more confident in ordering products, like ours, over the internet. However, the nutritional supplement and skin care product e-business markets have and continue to become increasingly competitive and are rapidly evolving.

 

The skin care products are bought from another company which developed the products.  The sales of the skin care products are through the same method of nutritional supplements.

 

Barriers to entry are minimal and current and new competitors can launch new websites at a relatively low cost. Many competitors in this area have greater financial, technical and marketing resources than we do. Continued advancement in technology and increasing access to that technology is paving the way for growth in direct marketing. We also face competition for consumers from retailers, duty-free retailers, specialty stores, department stores and specialty and general merchandise catalogs, many of which have greater financial and marketing resources than we have. Notwithstanding the foregoing, we believe that we are well-positioned within the Asian consumer market with our current plan of supplying American merchandise brands to consumers and that our exposure to both the Asian and American cultures gives us a competitive advantage. There can be no assurance that we will maintain our competitive edge or that we will continue to provide only American made merchandise.

 

Our products are sensitive to business and personal discretionary spending levels and tend to decline or grow more slowly during economic downturns, including downturns in any of our major markets. The current worldwide recession is expected to adversely affect our sales and liquidity for the foreseeable future. Although we have mitigated decreases in sales by lowering our levels of inventory to preserve cash on hand, we do not know when the recession will subside and when consumer spending will increase from its current depressed levels. Even if consumer spending increases, we are not sure when consumer spending will increase for our products which will affect our liquidity.

 

The global economy is currently undergoing a period of unprecedented volatility, and the future economic environment may continue to be less favorable than that of recent years. This has led, and could further lead, to reduced consumer spending, and which may include spending on nutritional and beauty products and other discretionary items, such as our products. In addition, reduced consumer spending may force us and our competitors to lower prices. These conditions may adversely affect our revenues and profits.

 

Results of Operations

 

Comparison of the fiscal years ended December 31, 2011 and 2010

 

Total product sales decreased by $1.2 million or 44% from $2.8 million in 2010 to $1.6 million in 2011.  The main reason for the decrease was due to our network of member’s pessimistic sales outlook in 2011 that resulted from the global economic down turn. Our products are sold through a network of members. Any reduced sales effort or member recruiting efforts would negatively impact our sales revenue. The impact of economic downturn in 2011 is estimated to be $1.5 million from the sale to existing members. In 2011 the number of new members was decreased to 52 compared to 78 in 2010. Also, with promotional sales in 2009, some of the orders were shipped in 2010 as the sales are recognized upon shipping.

 

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Service revenue decreased by approximately $138,000 or 58% from approximately $236,000 in 2010 to $98,000 in 2011. The service revenue consists of shipping fees collected and network service fees charged for activating membership.   The decrease was also due to economic downturn.  The decrease of sales’ generated shipping fee collected and new members’ activation reduced service revenue.

 

The cost of sales decreased by $84,000 or 14% from approximately $623,000 in 2010 to approximately $539,000 in 2011 due to the 44% decrease in sales. Gross margin decreased from $2.4 million in 2010 to $1.1 million in 2011. The gross margin percentage as sales was 68% in 2011 and 80% in 2010. The decrease of gross margin was due to inventory reserve estimated for skin-care products, which amounted to approximately $270,000. Generally, the Company has high gross margin percentage due to its business model.

 

Selling expenses decreased from approximately $2.1 million in 2010 to $635,000. The decrease of $1.4 million or 69% was mainly due to decrease in bonus expense by $1.1 million or 68% which was resulted from decreased sales.  There was also decrease of other selling expenses of $352,000 or 74%.

 

General and administrative expenses decreased by $746,000 or 30% from $2.5 million in 2010 to $1.8 million in 2011. The decrease was due to reduction of the number of employees in early 2011 and budget controls.

 

Liquidity and Capital Resources

 

As of December 31, 2011, we had cash balance of $33,000 as compared to $132,000 at December 31, 2010.  Inventory decreased by approximately 61% to $248,000 from $640,000 at December 31, 2011.  We did make pre-payment towards the skin care products in September of 2009 which were received in 2010.  Refundable income taxes increased by $15,000 from $309,000 in 2010 to $324,000 in 2011 as we made estimated income tax payments in 2010 based on unadjusted net income. Total assets decreased from $1.4 million at December 31, 2010 to $716,000 at December 31, 2011. The net decreases were directly resulted from our decreased sales in 2011, negative operating results in both 2011and 2010, and major investment losses in 2009.

 

Our current liabilities as of December 31, 2011 was $10.7 million, which increased slightly by 4% from December 31, 2010’s $10.3 million due to loans obtained from related parties for operation needs. Deferred revenue dropped from $1.9 million on December 31, 2010 to December 31, 2011 $1.3 million. The decrease was mainly due to shipment of 2009’s promotional sales.

 

Our current ratios had worsened from 0.12 in 2010 to 0.06 in 2011. If all of members decided to redeem their Type A warrants, we will be insolvent.

 

Our auditor has indicated that there is substantial doubt about our ability to continue as a going concern as a result of our lack of significant revenues and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations. Our financial statements do not include adjustments that might result from the outcome of this uncertainty.

 

Management is trying the following to alleviate the going concern:

 

  · To increase marketing efforts in new sales territories to generate sales revenues

 

  · To secure various financing resources, including but not limiting to borrowing from major shareholders, raise funds through future public offering.

 

  · To promote new products. At the beginning 2011 the Company pushes out new product Longevity, a high-end supplement product to aid at prolonging life expectancy.

 

In 2011 cash used in operating activities amounted to $840,000 as compared to $2.7 million cash used in operating in 2010.  We purchased $8,258 property and equipment as investing activity in 2011 compared to 2010 with zero. In 2011, we had $748,000 financing activities and $1.1 million in 2010. In 2011 we borrowed from the related parties in aggregate amount of $565,000 due to shortfall of cash flow from operations. We did not borrow money from related parties in 2010.

  

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Other than operating expenses the company does not have significant cash commitment. Future cash requirement includes cash needed payroll, payroll taxes, rent, and other operating expenses which amounts to approximately $280,000 per month.

 

Comparison of the nine months ended September 30, 2012 and 2011

 

Total product sales increased by $398,000 or 29% from $1,379,000 in first nine months ended in 2011 to $1,777,000 in the same period of 2012.  The main reason for the increase was due to a promotional sale in third quarter. The promotion gives Diamond and Gold grade members rebate for products they purchased for upgrading membership. In 2011, the Company started to seek for wholesale customers and generated $48,441 of net sales for the nine months ended September 30, 2012.

 

Service revenue decreased approximately $30,000 or 37% from approximately $81,000 in first three quarters 2011 to $51,000 in same period of 2012. The service revenue consists of shipping fees collected and network service fees charged for activating membership. The decrease of service fee was due to high volume of membership activation and shipping incurred from the special promotion in 2009.

 

The cost of sales decreased $76,000 or 33% from approximately $231,000 in first three quarters of 2011 to approximately $155,000 in first nine months of 2012 due to large sales in third quarter of 2012 consisted mainly longevity, which had higher margin than other products. Gross margin increased from $1,229,000 in first nine months of 2011 to $1,673,000 in the same period of 2012. The gross margin percentage as sales was 83% in first three quarters of 2011 and 91% in 2012. The increase of gross margin was due to introduction of Longevity in February of 2011, which has higher gross margin percentage, but not a lot were sold in first quarter of 2011. As popularity of Longevity grew, gross margin increases. Generally, the Company has high gross margin percentage due to its business model.

 

Selling expenses increased from approximately $594,000 in first three quarters of 2011 to $1,215,000 the same period in 2012. The increase of $621,000 or 104% was mainly due to rebated earned by purchases which also increased sales. Rebate expenses amounted to $548,000 for the nine months ended September 30, 2012, consisting majority of the increase.

 

General and administrative expenses decreased by $448,000 or 54% from approximately $1,468,000 in first three quarters of 2011 to $1,020,000 in same period of 2012. The decrease was due to reduction of the number of employees in early 2011, temporarily stopped CEO’s salary, and budget controls.

 

Liquidity and Capital Resources

 

As of December 31, 2011, we had cash balance of $33,000 as compared to $417,000 at September 30, 2012. Inventory decreased by approximately 39% to $150,000 as of September 30, 2012 from $248,000 at December 31, 2011. Refundable income taxes were all collected and reduced to zero as of September 30, 2012 from $324,000 on December 31, 2011. Total assets increased 39% from $716,000 at December 31, 2011 to $996,000 at September 30, 2012. The increase of total assets was mainly due to cash received from sales during the nine months ended September 30, 2012.

 

Our current liabilities on September 30, 2012 was $11.4 million, which increased slightly by 4% from December 31, 2011’s $10.7 million. The increase is mainly due to rebates earned by customers but not yet withdrew from the company. Deferred revenue decreased from $1.3 million on December 31, 2011 to September, 2011 $1.1 million. The decrease was mainly due to increase of customers requesting products to be shipped.

 

Our current ratio increased from 0.059 in December 31, 2011 to 0.069 as of September 30, 2012.

 

For the nine months ended September 30, 2012 cash provided by operating activities amounted to $379,000 as compared to $503,000 cash used in operating in the same period of 2011. We purchased $5,527 property and equipment as investing activity in the nine months ended September 30, 2012 compared to same period 2011 with $6,569 purchase. We also purchased additional fixed assets through trade in of our own vehicle and loan of $141,677, and paid back $6,300 as of September 30, 2012. In the nine months ended September 30, 2012 we borrowed from the shareholder and related parties in aggregate amount of $193,066 and repaid approximately $176,000 to shareholder. Net cash provided by financing activities was $16,831. In the nine months ended September 30, 2011 net cash provided by financing activities totaled to approximately $397,000 mainly from borrowings from the shareholder and related parties for operation use.

 

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Other than operating expenses the company does not have significant cash commitment. Future cash requirement includes cash needed payroll, payroll taxes, rent, and other operating expenses which amounts to approximately $280,000 per month.

 

However, the Company may have inadvertently issued Type A Warrants and Type B Warrants to U.S. citizens or residents in violation of federal securities laws and may be subject to sanctions for such violations. Further, the exchange of the warrants for common shares may also have been in violation of Section 5 of the Securities Act of 1933. Thus, there is a risk that former warrant holders may bring legal action against the company, its officers and directors for securities law violations. At this time, the Company has determined it is reasonably possible that a loss may have been incurred as a result of these issuances. Because the Company does not believe a loss is probable, no accrual has been made. Additionally, the Company cannot estimate the possible loss or a range of loss at this time.

 

Comparison of the three months ended September 30, 2012 and 2011

 

Total product sales increased by $595,000 or 122% from $488,000 in three months ended in September 30, 2011 to $1,083,000 in the same period of 2012. The main reason for the increase was due to a promotional sale in third quarter. The promotion gives Diamond and Gold grade members rebate for products they purchased for upgrading membership. In 2011, the Company started to seek for wholesale customers and generated $830 of net sales for the three months ended September 30, 2012.

 

Service revenue remains approximately the same in both periods. The service revenue consists of shipping fees collected and network service fees charged for activating membership. Service revenue did no increase significantly with the sales because most the sales generated from the promotion was from China customers and requested to personally pick up the products from Hong Kong warehouse directly, reducing shipping fee charged.

 

The cost of sales decreased $18,000 or 22% from approximately $83,000 in third quarter of 2011 to approximately $65,000 in third quarter of 2012 as a result of the high margin on longevity. Gross margin increased from $405,000 in three months ended September 30, 2011 to $1,018,000 in the same period of 2012. The gross margin percentage as sales was 83% in third quarter of 2011 and 94% in 2012. The increase of gross margin is due to mixture of different types of products sold. Generally, the Company has high gross margin percentage due to its business model.

 

Selling expenses increased significantly from approximately $107,000 in third quarter of 2011 to $933,000 the same period in 2012. The increase of $826,000 or 774% was mainly due to rebates earned by purchases which also increased sales. Rebate expenses amounted to $548,000 for the three months ended September 30, 2012, consisting majority of the increase. Other increase was due to bonus expenses related to increase of sales.

 

General and administrative expenses increased by $322,000 or 120% from approximately $268,000 in third quarter of 2011 to $590,000 in same period of 2012.

  

Foreign Currency Translation

 

The Company’s reporting currency is the U.S. dollar. All sales are generated from U.S. and substantially all sales proceeds are settled in U.S. dollars.  Beside certain operation expenses incurred for its international sales offices the Company does not have significant foreign currency exposure.

 

Critical Accounting Policies

 

Inventory

 

Inventories are valued at the lower of cost (determined on a first-in, first-out basis) or market. Inventory consists of high tech nutritional supplements and skin-care products. Management reviews inventory on hand for estimated obsolescence or unmarketable items, as compared to future demand requirements and the shelf life of the various products. Based The Company records inventory write-downs when costs exceed expected net realizable value based on the reviews. The inventories’ shelf lives are approximately 3 years.

 

Emerging Growth Company

 

We are an “emerging growth company” (“EGC”) that is exempt from certain financial disclosure and governance requirements for up to five years as defined in the Jumpstart Our Business Startups Act (“the JOBS Act”), that eases restrictions on the sale of securities; and increases the number of shareholders a company must have before becoming subject to the U.S. Securities and Exchange Commission’s (SEC’s) reporting and disclosure rules (See “Emerging Growth Companies” section above). We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the Jobs Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

 

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Revenue Recognition

 

Revenue is recognized when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Freight and handling costs paid by the Company are included in selling expenses. The Company generally receives the net sales price in cash or through credit card payments when products are ordered. When the Company has sales events whereby the sales are non-returnable or non-refundable, the revenue is recognized when products are shipped. Advance payments from customers are deferred and revenue is recognized when products are shipped.

 

Our service revenue includes shipping and handling fees and members’ fees. Shipping and handling fee revenue is recognized when products have been delivered. Member fees are charged for members’ on-line account set up, assistance and education on our products. Member fees are deferred and recognized on a straight-line basis over an estimate average membership life of 3 years, which is based on historical membership experience. The Company has dropped the requirement for member fee since September of 2011.

 

All the Company sales from other countries are based in US currency. The methods of payments are the same. The Company also has bank accounts in Hong Kong dollars and Canadian dollars where the customers can wire money into.

 

Product returns are allowed for unopened products purchased under regular sales terms within 60 days. Allowances for product returns are provided at the time the sale is recorded using historic return rates for each country and the relevant return pattern. Historically the Company has a nearly zero return rate. Hence, the Company determined the allowance as of December 31, 2011 and 2010 are estimated at $0.

 

Basic and Diluted Earnings Per Share

 

Basic loss per share is computed using the weighted average number of common shares outstanding during each period. Diluted loss per share includes the dilutive effects of common stock equivalents on an “as if converted” basis. For 2011 and 2010, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

 

Securities Issued as Sales Incentives – Type A& Type B warrants

 

Type A Warrants

 

The Company sold Type A warrants to its members as incentive to increase sales and attract additional members. Net proceeds from Type A Warrants sold to members from inception through December 31, 2010 were $8,169,707. During 2011, a total of 18,000 Type A warrants were exercised for cash refunds totaling $22,950 and products of the Company for $7,200.

 

Type A warrants can be exercised for:

 

(1)common shares of the Company at a ratio of 1:1 upon a going public event in the U.S.,
(2)products of the Company at their retail prices, or
(3)canceled membership and a refund in cash at 50% of face value.

 

When the Company achieves a going public event in the U.S., the holders can no longer exercise the warrants using options 2 or 3 above. Due to the cash redemption provision described above, Type A warrants has been determined to be classified as liability. The value of the Type A warrant liability was determined by calculating the maximum potential cash outlay if all warrant holders exercised using option 3 above. This amount was $7,675,208 and $7,701,757 as of December 31, 2011 and 2010, respectively. If members exercise their warrants for cash, the Company reduces the liability by the amount of cash paid. If members exercise their warrants for products, the Company recognizes revenue equal to the retail value of the related products once they have been delivered.

 

Type B Warrants

 

In 2010 and 2009, the Company issued 95,283 and 2,395,825 ‘Type B warrants’ as sales incentive compensation to members. Type B warrants entitle the holders to receive a common share upon a going public event in the U.S. as specified in the Warrant. No additional consideration for the common shares is required upon exercise. Type B Warrants cannot be exercised for products or redeemed for cash.  The fair value of Type B Warrants was determined by comparable sales of our common stock to members. The Company determined the comparable sales of stock are more reliable as the fair value of any goods or services received cannot be reliably measured. As of December 2011 and 2010, the Company has 2,491,108 Type B warrants outstanding.

 

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As of the date of this registration statement, all Type A and Type B Warrants have been exercised/converted in accordance with their terms and there are no Type A or Type B Warrants currently issued and outstanding.

 

Off-Balance Sheet Arrangements

 

The Company rents office, warehouse spaces for its main corporate office under non-cancellable lease agreement. It also rents sales offices overseas either under multiple-year lease agreement or on a month-to-month basis.  The aggregate lease commitment is as follows:

 

2012  $120,665 
2013   105,600 
2014   20,800 
Total  $247,065 

 

Recent Accounting Pronouncements

 

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s consolidated results of operations, financial position or cash flow.

 

Actions with respect to Internal Controls

 

In early 2011, as we began the audit process in preparation for our filing of the withdrawn registration statement, we discovered missing income, payroll, unemployment and franchise tax payments to various governmental agencies including the IRS, the California Employment Development Department, California Franchise Tax Board. We retained the firm of Cacciamatta Accountancy Corporation to do a forensic audit.

 

The audit disclosed that the third party we had hired to prepare our financial statements and tax returns and make these payments to the various governmental agencies, Tony Luu, had defrauded us of an aggregate of $835,144 during the period from commencement of his employment in 2008 until he was terminated in June 2011. He perpetrated the fraud by diverting all or part of the payments made by the Company to these agencies by various means, including failing to send checks the Company had written to these agencies and covering it up by falsifying bank reconciliations and having corresponding payments made to accounts under his control and by having checks written directly to him for reimbursement of amounts allegedly transmitted by him electronically to these agencies on behalf of the Company.

In order to remedy these material weaknesses in internal financial controls, we have instituted new internal financial control procedures as follows:

 

·We have obtained our own payroll software to calculate payroll tax amount and balance to be deposit. The program itself is self updated with Intuit Quickbooks, which is always providing updates to prevent possible error in tax forms and amount calculation. This eliminates the possibility of creating reports that differs from what actually incurred.

 

·Periodically when the payroll tax is due, the accounting department prepares for payment amount and paid directly through governmental agency websites through the Company’s account by the cashier. The actual payment amount is automatically recorded into Quickbooks through its payroll system. Actual payment receipts are printed and kept in the files. Monthly reconciliations of bank transactions are done independently by accounting department to match to our records in Quickbooks to ensure all transactions are accounted for properly in our system.

 

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·The Company no longer uses checks for payment unless it is for special payments. When checks are used for payments, the cashier who writes the check with review the payment with its supporting documents to ensure the payee and related payment items are legitimate without suspicious accounts and nature of payment before issuing the payment.

 

·Separation of duties handling payments and bookkeeping: Accountant will review payments and sign off before requesting payments to the cashier. The cashier will issue payment upon reviewing detail of the invoice and signature of the accountant. Then the final document will be sent to accounting department for recording.

 

·The Company also performs monthly bank reconciliation by the accounting department to ensure recorded payments matches to actual occurrence in the bank record.

 

·Internal control over sales are implemented that sales order will only be processed if payment is separately confirmed and signed by accounting department or processed automatically by the customers. Shipping department will ship the goods based on actual sales order completed and signed. Monthly reconciliation of accountants is performed by accounting department to ensure recordings in the sales systems matches without differences caused by computer error, human error or fraud.

 

In July 2011 we filed a lawsuit against Mr. Luu and related entities to recover our losses from this fraud. In October 2011 we received a default judgment against Mr. Luu. However, we believe that Mr. Luu has fled the country and our ability to recover any funds on this judgment is uncertain.

 

DESCRIPTION OF PROPERTY

 

We rent the following properties:

 

U.S. Offices and warehouses

 

·Address/Size:

9550 Flair Dr, #308,  El Monte, CA91731  ( 6000 sqft)

9550 Flair Dr.  #407, El Monte, CA91731  ( 2000 sqft)

3477 Fletcher Ave., Unit B, El Monte, CA91731( 2500sqft)

·Name of Landlord:  Mark Diamond
·Term of Lease:  #407 is month to month, #308 is Jan 2014, 3477 Fletcher Ave., Unit B expires in July 2014
·Monthly Rental: #308-$6,800, #407-$2,250, 3477 Fletcher Ave., Unit B-$2,500

 

Foreign Offices and warehouses

 

· Address/Size:

Unit 1104, 11/F, 9 Chong Yip Street, Kwun Tong, Kowloon, Hong Kong (1381 sqft)

· Name of Landlord:  Clifton Properties Limited and Kingsword Limited.
· Term of Lease:   Till July 2014
· Monthly Rental: $2,700 USD approx

 

The aggregate future lease commitment is as follows:

 

2012  $120,665 
2013   105,600 
2014   20,800 
      
Total  $247,065 

 

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We believe our current facilities, including warehousing facilities, are currently fully suitable and adequate for our business.

 

We do not intend to renovate, improve, or develop properties.  We are not subject to competitive conditions for property.  We have no policy with respect to investments in real estate or interests in real estate and no policy with respect to investments in real estate mortgages.  Further, we have no policy with respect to investments in securities of or interests in persons primarily engaged in real estate activities.

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

From time to time the major shareholder and CEO of the Company either receives cash proceeds from product or warrant sales from the Company’s members on behalf of the Company, or makes purchases out of his personal bank account on behalf of the Company. Such business transactions would be recorded as due to or from shareholder. During 2011 and 2010, advances from shareholder are $129,280 and $1,769,307, respectively and payment to shareholder are $36,345 and $563,554 respectively. As of December 31, 2011 and 2010, the net balance due to shareholder amounted to $130,722 and $37,787, respectively.  This balance does not bear interest, is unsecured, and due on demand.

 

During the nine months ended September 30, 2012 and 2011, cash advances from shareholder are $193,066 and $118,147, respectively and payments to shareholder are $176,235 and $31,984, respectively. In addition, during the nine months ended September 30, 2012, the CEO of the Company paid $65,139 expense on behalf of the Company. In the meantime, the CEO of the Company received $6,218 cash proceeds in his personal bank account directly from product sales during the nine months ended September 30, 2012. As of September 30, 2012, the balance due to shareholder amounted to $140,696. This balance does not bear interest, is unsecured, and due on demand.

 

As at 12/31/2009   $ (1,167,966 )   Due from shareholder
2010 Advances     1,769,307      
2010 Repayments     (563,554 )    
As at 12/31/2010     37,787     Due to shareholder
2011 Advances     129,280      
2011 Repayments     (36,345 )    
As at 12/31/2011     130,722     Due to shareholder
2012 Advances (9 months)     193,066      
2012 Repayments (9 months)     (183,092 )    
As at 09/30/2012   $ 140,696     Due to shareholder

 

The Company has accounts payable due to related parties of $29,297 and $13,441 as of September 30, 2012 and December 31, 2011, respectively.

 

Except for $6,000 of the $13,441 accounts payable which is our Director Mr. Zhang, the related party referred to above is our CEO and Director, Mr. Wang.

 

 In 2011, due to a shortage of cash, the Company borrowed money from certain relatives and family members of the CEO for operations. Total amount borrowed in 2011 amounted to $565,272. During the nine months ended September 30, 2012, these related parties paid an additional of $62,536 expenses on behalf of the company. As of September 30, 2012, the total outstanding balance owed to related parties was $627,807. This balance does not bear interest, is unsecured, and due on demand. The Company plan to repay the outstanding balance when the Company’s cash flows improved. Summary of the borrowing is as follows:

 

Names   September 30,
2012
    December 31,
2011
    Terms
ChunYanXu     443,758       381,223     No interest, no due date
HuanXiaXu     30,000       30,000     No interest, no due date
ShuYing Sun     86,000       86,000     No interest, no due date
Xun Wang     4,000       4,000     No interest, no due date
HanYangXu     64,049       64,049     No interest, no due date
Total     627,807       565,272      

  

Ansheng is a company owned by the wife of the Company’s CEO, Mr. Wang. Ansheng’s main operation is buying and selling Chinese herbs. Some of the Company’s raw materials were purchased through Ansheng in 2009. No transaction between E-World and Ansheng occurred in 2010 to 2012. The Company does not have any investment or ownership interest in Ansheng. Further, the Company does not have (1) the power to direct the activities (2) the obligation to absorb losses or (3) the right to receive expected residual returns of Ansheng.

 

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

Market Information

 

There is no established public trading market for our securities and a regular trading market may not develop, or if developed, may not be sustained.  A shareholder in all likelihood, therefore, will not be able to resell his or her securities should he or she desire to do so when eligible for public resale. Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops.

 

Penny Stock Considerations

 

Our shares will be "penny stock shares," as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00.  Thus, our shares will be subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.

 

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Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer must make a special suitability determination regarding the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt.

 

In addition, under the penny stock regulations, the broker-dealer is required to:

 

·Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt;
·Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities;
·Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer's account, the account's value, and information regarding the limited market in penny stocks; and
·Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction, prior to conducting any penny stock transaction in the customer's account.

 

Because of these regulations, broker-dealers may encounter difficulties in their attempt to sell shares of our Common Stock, which may affect the ability of selling shareholders or other holders to sell their shares in the secondary market, and have the effect of reducing the level of trading activity in the secondary market.  These additional sales practices and disclosure requirements could impede the sale of our securities, if our securities become publicly traded.  In addition, the liquidity for our securities may be decreased, with a corresponding decrease in the price of our securities.  Our shares in all probability will be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.

 

Sales of our common stock under Rule 144.

 

We are registering 2,125,708 shares of common stock held by U.S. non-affiliate shareholders in the registration statement. All 131,492,720 shares of common stock held by affiliates and all 34,914,281shares of common stock held by non affiliates not registered in this registration statement are subject to the resale restrictions of Rule 144.

 

In general, persons holding restricted securities, including affiliates, must hold their shares for a period of at least six months, may not sell more than one percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price.  The availability for sale of substantial amounts of common stock under Rule 144 could reduce prevailing market prices for our securities.

 

Holders

 

As of the date of this registration statement, we had approximately 3,572 shareholders of record of our common stock.

 

Dividends

 

We have not declared any cash dividends on our common stock since our inception and do not anticipate paying such dividends in the foreseeable future.  We plan to retain any future earnings for use in our business.  Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as the Board of Directors deems relevant.

 

EXECUTIVE COMPENSATION

 

Summary Compensation Table

 

The following table shows for the fiscal years ended December 31, 2011 and December 31, 2010 compensation awarded or paid to, or earned by, the Company’s sole executive officer.

 

55
 

 

Name and
principal
position
  Year   Salary   Bonus   Stock
Awards
   Option
awards
   Nonequity
incentive
plan
compensation
   Nonqualified
deferred
compensation
earnings
   All other
compensation
   Total 
       $   $   $   $   $   $   $   $ 
   (a)                                 
                                     
Ding Hua Wang,   2010    360,000    0    0    0    0    0    0    360,000 
President and CEO   2011    180,000         321,912                        501,912 

 

Outstanding Equity Awards at Fiscal Year End

 

The following table sets forth certain information for our executive officers concerning unexercised options, stock that has not vested, and equity incentive plan awards as of December 31, 2011.

 

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END DECEMBER 31, 2011
Name  Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
   Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
   Equity
Incentive
Plan Awards:
 Number of