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EX-31.2 - CERTIFICATION - SUCCESS HOLDING GROUP INTERNATIONAL, INC.macco_ex312.htm
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EX-32.1 - CERTIFICATION - SUCCESS HOLDING GROUP INTERNATIONAL, INC.macco_ex321.htm


U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

Mark One

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2014

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File No. 333-141060

Success Holding Group International Inc.
(Name of small business issuer in its charter)
 
Nevada
 
99-0378256
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
531 Airport North Office Park
Fort Wayne, Indiana 46825
(Address of principal executive offices)
 
(260) 490-9990
(Issuer’s telephone number)
 
Securities registered pursuant to Section 12(b) of the Act:
 
Name of each exchange on which registered:
None
   
 
Securities registered pursuant to Section 12(g) of the Act:
 
Common Stock, $0.001
(Title of Class)
 
Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes x No o

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

Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
x

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

Class
 
Outstanding as of July 16, 2014
Common Stock, $0.001
 
36,680,000
     



 
 

 
 
INDEX
 
 
 
Page
 
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
       
 
       
PART I. FINANCIAL INFORMATION
    3  
 
       
Item 1.
Financial Statements
    3  
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
    9  
Item 3.
Qualitative and Quantitative Disclosures About Market Risk
    13  
Item 4.
Controls and Procedures
    13  
 
       
PART II. OTHER INFORMATION
    14  
 
       
Item 1.
Legal Proceedings
    14  
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
    14  
Item 3.
Defaults Upon Senior Securities
    14  
Item 4.
Mine Safety Disclosure
    14  
Item 5.
Other information
    14  
Item 6.
Exhibits
    16  
 
       
SIGNATURES
    17  

 
2

 

PART I.
 
ITEM 1. FINANCIAL STATEMENTS

SUCCESS HOLDING GROUP INTERNATIONAL INC.
F/K/A MACCO INTERNATION CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
 
   
May 31,
   
Feburary 28,
 
   
2014
   
2014
 
   
(Unaudited)
       
Assets
Current assets
           
Cash
  $ 881     $ 1,597  
Total Current Assets
    881       1,597  
Total Assets
  $ 881     $ 1,597  
                 
Liabilities and Stockholders' Deficit
                 
Current Libilities
               
Shareholder loan
  $ 11,500     $ 9,000  
Total Current Libilities
    11,500       9,000  
Total Libilities
    11,500       9,000  
                 
Stockholders' Deficit
               
Common stock, $0.001 par value, 75,000,000 shares authorized;
               
9,170,000 shares issued and outstanding
    9,170       9,170  
Additional paid-in-capital
    16,030       16,030  
Deficit accumulated during the development stage
    (35,819 )     (32,603 )
Total stockholders' deficit
    (10,619 )     (7,403 )
Total liabilities and stockholders' deficit
  $ 881     $ 1,597  

 
3

 

SUCCESS HOLDING GROUP INTERNATIONAL INC.
F/K/A MACCO INTERNATION CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
(UNAUDITED)
 
   
For the Three Months Ended
May 31,
   
For the Period July 5, 2012 (Inception) to May 31,
 
   
2014
   
2013
   
2014
 
Revenue
  $ -     $ -     $ -  
                         
Operating Expenses
                       
General and administrative
    3,216       2       35,819  
                         
Net Loss from Operation before Taxes
    (3,216 )     (2 )     (35,819 )
                         
Provision for Income Taxes
    -       -       -  
Net Loss
  $ (3,216 )   $ (2 )   $ (35,819 )
                         
Loss per common share-Basic and diluted
  $ (0.00 )*   $ (0.00 )*        
                         
Weighted Average Number of Common
                       
Shares Outstanding Basic and diluted
    9,170,000       9,170,000          
 
* denotes a loss of less than $(0.01) per share.

 
4

 

SUCCESS HOLDING GROUP INTERNATIONAL INC.
F/K/A MACCO INTERNATION CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
   
For the Three Months Ended
May  31,
   
For the Period July 5, 2012 (Inception) to May 31,
 
   
2014
   
2013
    2014  
Operating Activities
                 
Net loss
  $ (3,216 )   $ (2 )   $ (35,819 )
Net cash used in operating activities
    (3,216 )     (2 )     (35,819 )
                         
Financing Activities
                       
Proceeds from sales of common stock
    -       -       34,200  
Loans from shareholder
    2,500       -       2,500  
Net cash provided by financing activities
    2,500       -       36,700  
                         
Net increase (decrease) in cash and equivalents
    (716 )     (2 )     881  
                         
Cash and equivalents at beginning of the period
    1,597       23,576       -  
Cash and equivalents at end of the period
  $ 881     $ 23,574     $ 881  
                         
Supplemental cash flow information:
                       
Interest paid
  $ -     $ -     $ -  
Taxes paid
  $ -     $ -     $ -  
                         
Non-cash Activities
  $ -     $ -     $ -  
 
 
5

 
 
SUCCESS HOLDING GROUP INTERNATIONAL, INC. FKA MACCO INTERNATIONAL CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Description of Business
Success Holding Group International, Inc. (formerly named Macco International Corp.) (“the Company”, “we”, “us” or “our”) was incorporated under the laws of the State of Nevada on July 5, 2012. The Company is in the development stage as defined under Statement on Financial Accounting Standards (“FASB”) Accounting Standards Codification (“ASC”) 915-205 "Development-Stage Entities.” Since Inception (July 5, 2012) through May 31, 2014, the Company has not generated any revenue and has accumulated losses of $35,819. The Company intends to sell machineries and CNCs through a customer and broker database.

Going Concern
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since Inception (July 5, 2012) resulting in an accumulated deficit of $35,819 as of May 31, 2014 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and, or, the private placement of common stock. These financials do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty.

Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.

The Company's bank accounts are deposited in insured institutions. The funds are insured up to $250,000. At May 31, 2014, the Company's bank deposits did not exceed the insured amounts.

Basic Income (Loss) Per Share
The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. No potentially dilutive securities were issued or outstanding during any of the periods presented in these financial statements.

Dividends
The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during any of the periods shown.

 
6

 
 
Income Taxes
The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Advertising Costs
The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during the three month periods ended May 31, 2014 and 2013.

Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a February 28 fiscal year end.

Unaudited Interim Financial Statements
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. These financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended February 28, 2014 and notes thereto contained in the Annual Report on Form 10-K of the Company filed with the United States Securities and Exchange Commission (the “SEC”) on June 13, 2014. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

Impairment of Long-Lived Assets
The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Recent accounting pronouncements
We have reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements, and we do not believe any of these pronouncements will have a material impact on the company.

Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Stock-Based Compensation
As of May 31, 2014, the Company has not issued any stock-based payments. Stock-based compensation is accounted for at fair value in accordance with ASC 718,”Compensation – Stock Compensation”. To date, the Company has not adopted a stock option plan and has not granted any stock options.

 
7

 
 
Revenue Recognition
The Company will recognize revenue in accordance with ASC. 605, “Revenue Recognition” ASC-605 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.
 
NOTE 2 – COMMON STOCK
 
The Company has 75,000,000 common shares authorized with a par value of $0.001 per share.
 
On July 16, 2012, the Company issued 6,000,000 shares of its common stock at $0.001 per share for total proceeds of $6,000. On November 2, 2012, the Company issued 1,000,000 shares of its common stock at $0.0025 per share for total proceeds of $2,500. On November 16, 2012, the Company issued 1,000,000 shares of its common stock at $0.005 per share for total proceeds of $5,000. On January 16, 2013, the Company issued 1,170,000 shares of its common stock at $0.01 per share for total proceeds of $11,700.

Total shares outstanding as of May 31, 2014 were 9,170,000.

NOTE 3 – INCOME TAXES
 
As of May 31, 2014, the Company had net operating loss carry forwards of $35,819 that may be available to reduce future years’ taxable income through 2033. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

NOTE 4 – SUBSEQUENT EVENTS
 
In accordance with ASC 855-10, “Subsequent Events”, the Company has analyzed its operations subsequent to May 31, 2014 to the date these financial statements were filed with the Securities and Exchange Commission, and has determined that it does have any material subsequent events to disclose in these financial statements.
 
On June 13, 2014, there was a change in control of Macco International Corp., a corporation organized under the laws of the State of Nevada (the "Company"). In accordance with the terms and provisions of that certain stock purchase agreement dated April 23, 2014 (the ("Stock Purchase Agreement") by and among Sandu Mazilu and Ana Mazilu, equity holders in the aggregate of 6,200,000 shares of common stock of the Company (collectively, the "Control Block Shareholders"), and Success Holding Group Corp., a Nevada corporation (the "Control Block Purchaser"), the Control Block Purchaser purchased from the Control Block Shareholders all of the 6,200,000 shares of common stock held of record, respectively.

Therefore, in accordance with the terms and provisions of the Stock Purchase Agreement, the Company accepted the resignations of its sole officer and director, Sandu Mazilu as President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer, effective June 13, 2014. Simultaneously, the Board of Directors appointed the following individuals: (i) Steve Chen as a member of the Board of Directors and the Chief Executive Officer; and (ii) Brian Kistler as a member of the Board of Directors and the President, Secretary and Treasurer/Chief Financial Officer.

 
8

 
 
FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

GENERAL

Success Holding Group International Inc., formerly known as Macco International Corp. (the "Company") was incorporated in the State of Nevada on July 5, 2012.

Effective June 20, 2014, the Board of Directors and the majority shareholders of the Company, approved an amendment to the articles of incorporation to change the name of the Company to "Success Holding Group International, Inc." (the “Name Change Amendment”). The Amendment was filed with the Secretary of State of Nevada on June 20, 2014 changing the name of the Company to "Success Holding Group International, Inc." (the "Name Change"). The Name Change was effected to better reflect the future business operations of the Company.

Forward Stock Split

On June 14, 2014, the majority shareholders of the Company approved a forward stock split of four for one (4:1) of the Company's total issued and outstanding shares of common stock (the “Stock Split”) and the Name Change Amendment. Pursuant to the Company's Bylaws and the Nevada Revised Statutes, a vote by the holders of at least a majority of the Company’s outstanding votes is required to effect the Stock Split and the Name Change. The Company’s articles of incorporation does not authorize cumulative voting. As of the record date of June 14, 2014, the Company had 9,170,000 voting shares of common stock issued and outstanding. The consenting stockholders of the shares of common stock are entitled to 6,200,000 votes, which represents approximately 67.6% of the voting rights associated with the Company’s shares of common stock. The consenting stockholders voted in favor of the Stock Split and the Name Change described herein in a unanimous written consent dated June 14, 2014.
 
The Board of Directors had previously considered factors regarding their approval of the Stock Split including, but not limited to: (i) the current volume of trading and trading price of the Company’s shares of common stock on the OTC Market and potential to increase the marketability and liquidity of the Company’s common stock based on structuring of potential business operations and acquisition; and (ii) limitation of marketability of the Company’s common stock among brokerage firms and institutional investors based upon current per-share price. The Board of Directors of the Company approved the Name Change and the Stock Split and recommended the majority shareholders of the Company review and approve the Name Change and the Stock Split.
 
 
9

 
 
The Stock Split was effected on July 8, 2014 based upon the filing of appropriate documentation with FINRA. The Stock Split increased the Company's total issued and outstanding shares of common stock from approximately 9,170,000 shares to 36,680,000 shares of common stock. The common stock will continue to be $0.001 par value. The trading symbol of the Company will have a "D" placed on the ticker symbol for twenty business days from the effective date of the Stock Split and be "MACCD". After twenty business days has passed, on July 28, 2014, the Company's trading symbol will change to "SHGT".

The Name Change was effected to better reflect the proposed future business operations of the Company.

Change in Control

On June 13, 2014, there was a change in control of the Company. In accordance with the terms and provisions of that certain stock purchase agreement dated April 23, 2014 (the ("Stock Purchase Agreement") by and among Sandu Mazilu and Ana Mazilu, equity holders in the aggregate of 6,200,000 pre-Stock split shares of common stock of the Company (collectively, the "Control Block Shareholders"), and Success Holding Group Corp., a Nevada corporation (the "Control Block Purchaser"), the Control Block Purchaser purchased from the Control Block Shareholders all of the 6,200,000 pre-Stock Split shares of common stock held of record, respectively. See Part II. Item 5. Other Information".

Current Business Operations

The objective of this corporation is to sell machineries and CNCs through a customer and broker database, without having to create and maintain an inventory. CNCs are programmable automated machines that allow companies to process a piece of metal into a final product, without the intervention of an employee. To create the database, we will need to purchase database software and look for consultants and companies in the machinery field who would be interested in working with us. We would also want to provide consultation services as well as machine fabrication services. There are few companies, like “World Machinery Works” selling machineries today in Romania and Eastern Europe, which is also our initial market.
 
In the future, we plan to provide consultation and machinery maintenance services. We will be able to contract engineers and consultants to educate the client’s technicians on the usage and maintenance of the machinery. We will also provide on-site repair services. If the machine breaks during or after the warranty, we will be able to send a technician or an engineer, if required, to repair the product.

Another service we intent to give is the fabrication of machinery. If a client cannot find the machinery they need, we will be able to build that machinery for him or modify existing machinery. This lucrative fabrication process requires a lot of engineering time to accomplish and we will be competing with engineering firms on the design of such machineries.
 
Before taking the buyer to physically see the machine, the buyer and seller will have to sign a circumvention letter to protect our commission. Our business will request between 15-40% commission on the selling price, depending on the machinery’s location and demand.

For the moment, we only possess one sales department to manage all the sales of the company. Our current sales department is constituted of our sole director and officer, processing the request of a client in the event of receiving a purchase order, whether it will be for conventional machinery or CNC. However, we plan to constitute a specialized department for CNCs. CNC machineries are usually a lot more expensive than traditional machineries. CNCs are programmable automated machines that allow companies to process a piece of metal into a final product, without the intervention of an employee. These machines can be transformed and adapted with more programming or even by adding custom robots to help achieve the desired product. The cost might be very high to acquire and create this kind of machinery. Eventually, our company is planning to deploy a team of engineers and technicians to research and develop unavailable needed machineries into fully functional and robotized machineries.

 
10

 
 
The Machineries. Machineries are machines used to cut, shape and process metals. The cost of machineries varies with the type of machinery, size and age. The price can range from $200 to hundreds of thousands of dollars for custom robotized CNCs. There are many different types of machineries. The list below names a few.
 
Angle Roll
Air Dryer
Bar Feeders
Balancing machine
Beader
Bender
Boring Mill
Brake
CMM
Coil-Cradle
Comparator
Compressor
Deburrers
Drills
Radial Drills
EDM
Feeders
Gear Machines
Generators
Grinders
Hoists
Iron Workers
Jig Bores
Lathes
Lathes-CNC
Lift Trucks
Machine Centers
Mills
Mills-CNC
Misc.
Notcher
Ovens
Plasma
Polishing
Positioners-welding
Press
Press Brake
Press Brake-CNC
Press-Insertion
Punch-Presses
Punches
Punches-CNC
Riveters
Roll Former
Rolling Mill
Rolls
Rotary Tables
Sand Blasters
Sander / Buffer
Saw
Shears
Slitter
Slotter
Straightener
Swager
Threader
Tooling
Uncoilers
Vibratory Finishers
Welder
Wire
VTL
Laser
Pantograph

Our revenue will be earned by making our 15-40% commission on the sale of existing machinery. For the customized machinery, it will be different from one client to another, depending on the case.

At this point, we are working on developing the website and locating brokers and salespersons to acquire machineries for sale and machineries in demand.

Since we have not generated profit to date, we cannot guarantee that the business will be profitable in the future. If we cannot generate sufficient revenues to operate profitably in a timely manner, we may have to cease operations. In the future, our ability to obtain cash flow and gain profit depends on our director and salespersons. Failure to generate revenues by selling machineries will obligate us to suspend or cease operations.

Results of Operation

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long term operating requirements.

 
11

 
 
Three Month Period Ended May 31, 2014 Compared to the Three Month Period Ended May 31, 2013.

We recognized no revenue for the three months ended May 31, 2014 and 2013 as we are a development stage company.

During the three month period ended May 31, 2014, we incurred general and administrative expenses $3,216 compared to $2 incurred for the three month period ended May 31, 2013. These expenses related to corporate overhead, financial and administrative contracted services.

Thus, our net loss for the three month period ended May 31, 2014 was $3,216 compared to a net loss of $2 for the three month period ended May 31, 2013 due to the factors discussed above.

Liquidity and Capital Resources

Three Month Period Ended May 31, 2014

As at May 31, 2014, our total assets were $881, comprising exclusively of cash, compared to $1,597 in total assets at February 28, 2014.

As at May 31,2014, our total liabilities were $11,500, compared to $9,000 in total assets at February 28, 2014.

Stockholders’ deficit was $10,619 as of May 31, 2014 compare to stockholders' deficit of $7,403 as of February 28, 2014.

Cash Flows from Operating Activities

For the three month period ended May 31, 2014, net cash flows used in operating activities was $3,216 compared to net cash flows used in operating activities was $2 for the three month period ended May 31, 2013.The increase was in line with the increase in the losses we incurred between the two periods.

Cash Flows from Investing Activities

The Company has not generated or used any cash flows from investing activities during the three months ended May 31, 2014 and 2013.

Cash Flows from Financing Activities

We have financed our operations primarily from either advancement from our director or the issuance of equity. We received $2,500 of loan from our shareholder during the three month period ended May 31, 2014 compare to no change on financing activities during the three month period ended May 31, 2013.

 
12

 
 
Plan of Operation and Funding

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Off-Balance Sheet Arrangements

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of May 31, 2014. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three month period ended May 31, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 
13

 
 
PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On July 8, 2014, in accordance with the Stock Split, the Company issued a further 27,510,000 shares of common stock to its shareholders. The Stock Split was effected based upon the filing of appropriate documentation with FINRA. The Stock Split increased the Company's total issued and outstanding shares of common stock from approximately 9,170,000 shares to 36,680,000 shares of common stock

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

We have no senior securities outstanding in any of the periods presented in these financial statements.

ITEM 4. MINING SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Departure of Directors or Pricipal Officer; Election of Directors; Appointment of Principal Officers

In accordance with the terms and provisions of the Stock Purchase Agreement, the Company accepted the resignations of its sole officer and director, Sandu Mazilu as President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer, effective June 13, 2014. Simultaneously, the Board of Directors appointed the following individuals: (i) Steve Chen as a member of the Board of Directors and the Chief Executive Officer; and (ii) Brian Kistler as a member of the Board of Directors and the President, Secretary and Treasurer/Chief Financial Officer.

Steve Chen Biography. During the past twenty years, Mr. Chen has been involved with a number of merger and acquisition activities involving both publicly traded and private companies. Several of the acquisitions involved the integration of chain stores and brand names, fiber optics, alternative energy technology, the Internet and logistics. Mr. Chen is also a renowned inspirational marketing speaker and a top-selling author of numerous self motivation books and multi-media courses. Mr. Chen is current the chairman of Success Holding Group Inc. (Cayman Islands) and the chairman of Success Prime Corp. (Taiwan). Mr. Chen was born in Taiwan and studied at Pepperdine University. He currently resides in both Taiwan and China.

 
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Brian Kistler Biography. Mr. Kistler has extensive work history of over twenty five years in the financial services industry. He began working at the securities firm Edward Jones in 1987. Mr. Kistler then joined Linsco/Private Ledger in 1992, an independent broker/dealer firm, where he worked as an independent contractor. In 1994 he was recruited by broker/dealer Hilliard Lyons to develop the northeast area of Indiana. In 1999 Mr. Kistler joined Raymond James & Associates to manage their recently acquired Fort Wayne, Indiana office. Subsequently, he became the manager of nine (9) Raymond James offices in northern Indiana. During his time as manager, the revenues and assets under management grew substantially as a direct result of Mr. Kistler's ability to recruit, retain and train high quality financial advisers. Mr. Kistler left Raymond James in December 2005 to focus on the development of the Freedom Energy Holdings. Mr. Kistler is the founder of the Freedom Energy Holdings and serves as president and as its chief executive officer. Mr. Kistler serves as consultant to many public companies, assisting with the preparation and compliance of regulatory filings and corporate governance.
 
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

In accordance with the terms and provisions of the Stock Purchase Agreement, the Control Block Purchaser purchased from the Control Block Shareholders all of the 6,200,000 pre-Stock Split shares of common stock held of record, respectively. Thus, this represented a change in control of the Company.
 
The following table sets forth certain information, as of the date of this Quarterly Report, with respect to the beneficial ownership of the outstanding common stock by: (i) any holder of more than five (5%) percent; (ii) each of the Company’s executive officers and directors; and (iii) the Company’s directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned. Unless otherwise indicated, each of the stockholders named in the table below has sole voting and investment power with respect to such shares of common stock. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated. As of the date of this Quarterly Report, there are 36,680,000 post Stock Split shares of common stock issued and outstanding.
 
Name and Address of Beneficial Owner (1)
 
Amount and
Nature of
Beneficial
Ownership (1)
   
Percentage of Beneficial
Ownership
 
             
Directors and Officers:
           
Steve Chen
531 Airport North Office Park
Fort Wayne, Indiana 46825
    -0-       0 %
                 
Brian Kistler
531 Airport North Office Park
Fort Wayne, Indiana 46825
    -0-       0 %
                 
All executive officers and directors as a group (2 persons)
    -0-       0 %
 
               
Beneficial Shareholders Greater than 10%
               
 
               
Success Holding Group Corp.
Address
    24,800,000       67.6 %
 
*
Less than one percent.

 
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ITEM 6. EXHIBITS

Exhibits:
 
31.1
 
Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
     
31.2
 
Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
     
32.1
 
Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
     
101.INS **
 
XBRL Instance Document
     
101.SCH **
 
XBRL Taxonomy Extension Schema Document
     
101.CAL **
 
XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF **
 
XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB **
 
XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE **
 
XBRL Taxonomy Extension Presentation Linkbase Document
_____________
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
  Success Holding Group International, Inc.  
       
Dated: July 17, 2014
By:
/s/ Steve Andrew Chen  
  Name: Steve Andrew Chen  
  Title: Chief Executive Officer  
       
 
By:
/s/ Brian Kistler
 
  Name: Brian Kistler  
  Title: Chief Financial Officer  
 
 
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