UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): December 15, 2014

 

STARK BENEFICIAL, INC.

(Exact name of registrant as specified in charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

000-54731		27-5213322
(Commission File Number)		(IRS Employer Identification No.)

 

Suite B, 16/F., Ritz Plaza,

122 Austin Road

Tsim Sha Tsui, Kowloon, Hong Kong

(Address of principal executive offices and zip code)

 

+852 9787 3883

(Registrant’s telephone number, including area code)

 

330 Clematis Street, Suite 217 West Palm Beach, FL 33401

(Former name and former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

The statements contained in this Form 8-K that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These include statements about the Registrant’s expectations, beliefs, intentions or strategies for the future, which are indicated by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “the Registrant believes,” “management believes” and similar words or phrases. The forward-looking statements are based on the Registrant’s current expectations and are subject to certain risks, uncertainties and assumptions. The Registrant’s actual results could differ materially from results anticipated in these forward-looking statements. All forward-looking statements included in this document are based on information available to the Registrant on the date hereof, and the Registrant assumes no obligation to update any such forward-looking statements.

 

Item 1.01 Entry into a Material Definitive Agreement

 

On December 15, 2014 (the “Closing Date”), Stark Beneficial, Inc., (the “Registrant”, the “Company”, “we”, “us”, “our”) entered into a Share Exchange Agreement (the “Exchange Agreement”), with (i) China Greenstar Holdings Limited, a company organized under the laws of British Virgin Islands (“CGH”), (ii) CGH’s shareholders, Forever Prosperous Holdings (China) Limited, New Empire Ventures Limited and Pride Sun Limited(collectively, the “CGH Shareholders”), who together owned shares constituting 100% of the issued and outstanding ordinary shares of CGH (the “CGH Shares”) and (iii) Michael Anthony, the principal stockholder of the Registrant. Pursuant to the terms of the Exchange Agreement, the CGH Shareholders transferred to us all of the CGH Shares in exchange for the issuance of 102,100,000 shares (the “Shares”) of our common stock (the “Share Exchange”). As a result of the Share Exchange, we are now a public company in development stage in the People’s Republic of China (the “PRC”) engaged in the green energy space.

 

Immediately prior to the Share Exchange, we cancelled and retired 2,100,000 shares of our issued and outstanding common stock and 5,000,000 shares of our preferred stock (the “Cancelled Shares”), reducing our issued and outstanding shares to 279,935 shares of common stock. A cash amount of $134,645.61 was paid to Michael Anthony, our former majority shareholder and owner of the Cancelled Shares, as consideration for cancelling the Cancelled Shares in connection with the Share Exchange. In addition, a cash amount of $215,354.39 was paid to our existing creditors reducing our liabilities at closing of the Share Exchange to $0. As a result of the cancellation of the Cancelled Shares and the Share Exchange, we had 102,379,935 shares of common stock issued and outstanding following the Share Exchange.

 

A copy of the Exchange Agreement is incorporated by reference and filed as Exhibit 2.1of this Form 8-K. The description of the transactions contemplated by the Exchange Agreement set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the exhibits filed herewith and incorporated by this reference.

 

Item 2.01 Completion of Acquisition or Disposition of Assets

 

On the Closing Date of the Share Exchange, we consummated the transactions contemplated by the Exchange Agreement, pursuant to which we acquired all of the CGH Shares in exchange for the issuance of the Shares to the CGH Shareholders. As a result of the Share Exchange, we are now a public company in development stage in the PRC engaged in the green energy space.

 

 

Business

 

Business Overview

 

We will distribute and resell a fuel additive and cleaner called “Greencare Product” in China. Our Greencare Product is added to gasoline in order to improve fuel quality by suppressing or cleaning sediments in the fuel. Our Greencare Product improves overall engine performance, maximizes fuel burning efficiency, enhances the power of an engine and provides for cleaner emissions. We are a development stage company and have yet to generated any revenue from our operations.

 

Corporate Structure

 

Our current corporate structure is set forth below:

 

 

 

Company Background

 

We are incorporated in the State of Delaware. Until we consummated on the Share Exchange on December 15, 2014, we were a shell company that had no or nominal operations and either no or nominal assets. Our wholly owned subsidiary, CGH was incorporated in the British Virgin Islands on July 29, 2014. CGH is the parent holding company of Greenstar Group (HK) Limited, a Hong Kong company (“Greenstar HK”), which was established on October 25, 2013 and is the parent company of Shenzhen Greenstar Technology Co., Ltd., a wholly foreign-owned enterprise (“WFOE”) established in the People’s Republic of China. We will operate our business in China through the WFOE.

 

 

Market Overview

 

The gasoline industry in China is predominately controlled by two large state owned enterprises: Sinopec and China National Petroleum Corporation. Most crude oil in the PRC is poor quality and oil refineries leave much to be desired. The crude oil used in refineries in Europe and in the United States is generally low in sulfur content since the majority of it comes from the North Sea and Texas where it is easy to process. Crude oil used in PRC refineries is generally high in sulfur content since it comes from the Middle East and domestic oilfields. In addition, the production techniques used in China is behind that used in Europe and the United States. China uses a technique called catalytic cracking which produces an end product that is low in octane and high in sulfur content. In the Unites States, there are three octane grades of gasoline — 87, 89 and 93. In China, there are two octane grades of gasoline — 93 and 97.However, because the grades in the two countries are based on different environmental standards and are defined according to different performance levels, the highest grade of gasoline in China is equivalent to the lowest grade of gasoline in the United States (i.e., China’s 97 is equal to the United States’ 87).

 

Gasoline produced in China is lower in quality than gasoline produced in Europe and the United States and is prone to the formation of sediment, leading to the deterioration of engine performance and reduced fuel efficiency. Low quality gasoline is also an important contributor to ambient air pollution in Asia resulting in emissions of hazardous materials such as carbon monoxide, hydrocarbons and nitrogen oxide. A report issued in January, 2014 showed that all 74 of China’s major cities failed to meet the nation’s air quality standards. On March 25, 2014, the World Health Organization increased its estimate for the number of premature deaths related to air pollution in China every year from the previous 3.2 million to 7 million. On the same day, the Ministry of Environmental Protection released an annual report on air quality. The document was the first national air quality report since China began monitoring PM 2.5 – inhalable matter less than 2.5 microns in diameter that can damage the lungs – in 74 major cities on January 1, 2013. The average reading of PM 2.5 concentrations in the cities was 72 micrograms per cubic meter, almost twice as high as the country’s standard of 35. The report confirmed at least 300 million Chinese people are breathing polluted air.

 

Over the past two decades China has experienced enormous economic development. China’s cities were filled with bicycles as recently as the 1990s, but thanks to the explosive growth of the middle class, the Chinese now own more than 120 million cars and another 120 million motor vehicles of other kinds. Fuel standards have not kept pace. In order to reduce vehicle emissions, an integrated approach is required, in which fuel additives and cleaners play a significant part.

 

At an annual legislative meeting in March, 2014, Premier Li Keqiang said the government will make cleaning up the air a top priority. The Chinese government has pledged to reduce significantly and even eliminate heavily polluted days by 2017. Most recently, in a historic climate change deal entered into in November, 2014, President Barack Obama and President Xi Jinping announced that the United States and China will curb their greenhouse gas emissions over the next two decades. Under the agreement, the United States would cut its 2005 level of carbon emissions by 26-28% before the year 2025. China would peak its carbon emissions by 2030 and will also aim to get 20% of its energy from zero-carbon emission sources by the same year. To positively affect world climate change, the Chinese government is trying to launch effective measures to move to cleaner sources of energy in order to mitigate the release of harmful emissions. The issues mentioned above imply that China’s green energy industry should experience significant growth in the foreseeable future.

 

Global demand is increasing for innovative environmental protection and energy solutions for sustainable economic growth. Today, China is faced with the growing challenge of reducing and controlling air pollution emissions that present serious health risks to its population and damage the environment. We believe that our Greencare Product represents a large-scale, environmentally friendly and economically feasible form for improving energy efficiency. In our opinion, our product is cost competitive, reduces pollution and greenhouse gas emissions and will help make for a greener China and better world in the years to come.

 

 

Products

 

We intend to distribute one fuel additive and cleaner called Greencare Product. Our fuel additive is used for high end automobiles. We believe that our Greencare Product provides the following benefits:

 

Versatility: Our Greencare Product can be used directly by an automobile without any alteration to its engine. It can be used individually and also with a mixture of any ratio of standard gasoline or ethanol gasoline.

 

Environmental Friendliness: The automobile discharge of hazardous materials such as carbon monoxide, hydrocarbons and nitrogen oxide can be more than 40% lower when our Greencare Product is added to standard gasoline or ethanol gasoline. Our product provides one of the most effective ways for cutting down automobile discharge pollution, which in turn reduces smog and improves the overall quality of the environment.

 

High Octane Levels: The octane levels of our product is three to five units higher than standard gasoline. Our product is suitable for medium to high compression ratio engines and are designed to improve an engine’s explosion resistance.

 

Strong Propulsion: The content of our product provides for higher propulsion force when compared to similar fuel additives.

 

Low Energy Consumption: Our product can reduce the energy consumption of vehicles by more than 5% when calculated on the basis of equivalent fuel consumption ratios.

 

Long Preservation Cycles: Our product can be preserved for more than a year if the mixture with water does not exceed certain specifications and they are kept within normal temperature ranges. As a result, our product is excellent for transporting and selling over a long period of time.

 

Customers

 

We have not yet entered into any sales agreements with customers. We intend to target customers in a variety of markets, such as individual automobile owners, government fleets and gas stations. Many different types of automobiles operators in China have begun to adopt fuel additives in order to improve overall engine performance and maximize fuel efficiency. In addition, an increasing amount of state owned enterprises in China are faced with environmental challenges and are under regulatory directives and political pressure to reduce pollution, particularly as part of the country’s overall expansion plans.

 

Suppliers

 

We intend to purchase our fuel additive from a third party in the PRC and resell it to customers. We are not directly involved in the production or manufacturing of fuel additives and cleaners.

 

Competition

 

The market for fuel additives and cleaners is highly competitive. Many of the producers and sellers of gasoline and diesel fuel additives are large entities that have significantly greater resources than we have. We also compete with suppliers of other alternative vehicle fuels, including ethanol, biodiesel and hydrogen fuels, as well as providers of hybrid and electric vehicles.

 

Government Regulation

 

Our business depends in part on environmental regulations and programs in China that promote the use of cleaner burning fuels for vehicles. Our supplier, as the producer and manufacturer of the Greencare Product, is extensively regulated by policies and regulations enacted by the PRC government relating to the production and sale of fuel additives and cleaners. The production of these materials require approvals, licenses or permits from relevant central and local government authorities. In addition, from time to time, relevant government authorities may impose new regulations on these activities. As a reseller and distributor of fuel additives, we believe that we have obtained all necessary licenses, registrations and permits and have complied with all requirements necessary to allow us to conduct our business in the PRC.

 

 

Legal Proceedings

 

We are currently not a party to any legal or administrative proceedings and are not aware of any pending or threatened legal or administrative proceedings against us in all material aspects. We may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business.

 

Property

 

The following table summarizes the location of real property we own and lease.

 

Item		Address		Leased/Owned
1		B121, B Zone, 4th Floor, Nanhai Road, Nanshan District, Shenzhen, PRC		Leased

 

Employees

 

As of December 1, 2014, we have 10 full-time employees.

 

We are compliant with local prevailing wage, contractor licensing and insurance regulations, and have good relations with our employees.

 

As required by PRC regulations, we participate in various employee benefit plans that are organized by municipal and provincial governments, including pension, work-related injury benefits, maternity insurance, medical and unemployment benefit plans. We are required under PRC laws to make contributions to the employee benefit plans at specified percentages of the salaries, bonuses and certain allowances of our employees, up to a maximum amount specified by the local government from time to time. Members of the retirement plan are entitled to a pension equal to a fixed proportion of the salary prevailing at the member’s retirement date.

 

Generally we enter into a standard employment contract with our officers and managers for a set period of years and a standard employment contract with other employees for a set period of years. According to these contracts, all of our employees are prohibited from engaging in any activities that compete with our business during the period of their employment with us.

 

Corporation Information

 

Our principal executive offices are located at Suite B, 16/F., Ritz Plaza, 122 Austin Road, Tsim Sha Tsui, Kowloon, Hong Kong. Our telephone number at this address is +852 9787 3883.

 

Risk Factors

 

Risks Related to Our Business

 

Our operating history makes it difficult to evaluate our future business prospects and to make decisions based on our historical performance.

 

We have no operating history, which makes it difficult to evaluate our business on the basis of historical operations. As a consequence, it is difficult to forecast our future results based upon our limited historical data. Because of the uncertainties related to our lack of historical operations, we may be hindered in our ability to anticipate and timely adapt to increases or decreases in sales, product costs or expenses. If we make poor budgetary decisions as a result of unreliable historical data, we could incur greater losses, which may result in a decline in our stock price.

 

 

Our operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectations.

 

Our operating results may fluctuate as a result of a number of factors, many outside of our control. As a result, comparing our operating results on a period-to-period basis may not be meaningful, and you should not rely on our past results as an indication of our future performance. Our quarterly, year-to-date and annual expenses as a percentage of our revenues may differ significantly from our historical or projected rates. Our operating results in future quarters may fall below expectations. Any of these events could cause our stock price to fall. Each of the risk factors listed in this section and the following factors may affect our operating results:

 

	●	Our ability to continue to attract customers;
	●	Our ability to generate revenue from the product we offer;
	●	The amount and timing of operating costs and capital expenditures related to the maintenance and expansion of our businesses; and
	●	Our focus on long-term goals over short-term results.

  

Because our business is changing and evolving, our historical operating results may not be useful to you in predicting our future operating results.

 

We may not be successful in implementing important strategic initiatives, which may have a material adverse impact on our business and financial results.

 

There is no assurance that we will be able to implement important strategic initiatives in accordance with our expectations, which may result in a material adverse impact on our business and financial results. These strategic initiatives are designed to drive long-term shareholder value and improve our company’s results of operations.

 

Our success depends substantially on the value of our brand.

 

Brand value is based in part on consumer perceptions as to a variety of subjective qualities. Even isolated business incidents that erode consumer trust, particularly if the incidents receive considerable publicity or result in litigation, can significantly reduce brand value. Consumer demand for our product could diminish significantly if we fail to preserve quality or fail to deliver a consistently positive consumer experience.

 

Effectively managing our growth into new geographic areas will be challenging.

 

Effectively managing growth can be challenging, particularly as we expand into new markets geographically where we must balance the need for flexibility and a degree of autonomy for local management against the need for consistency with the our goals, philosophy and standards. Growth can make it increasingly difficult to locate and hire sufficient numbers of key employees to meet our financial targets, to maintain an effective system of internal controls, and to train employees nationally to deliver a consistently high quality service and customer experience.

 

We face significant competition, and if we do not compete successfully against new and existing competitors, we may lose our market share, and our profitability may be adversely affected.

 

Increased competition could reduce our profitability and result in a loss of market share. Some of our existing and potential competitors may have competitive advantages, such as significantly greater financial, marketing or other resources, and may successfully mimic and adopt our business models. We cannot assure you that we will be able to successfully compete against new or existing competitors.

 

 

Failure to manage our growth could strain our management, operational and other resources, which could materially and adversely affect our business and prospects.

 

We intend to expand our operations and plan to expand rapidly in China. The continued growth of our business will result in, substantial demand on our management, operational and other resources. In particular, the management of our growth will require, among other things:

 

	●	increased sales and sales support activities;
	●	improved administrative and operational systems;
	●	enhancements to our information technology system;
	●	stringent cost controls and sufficient working capital;
	●	strengthening of financial and management controls; and
	●	hiring and training of new personnel.

 

As we continue this effort, we may incur substantial costs and expend substantial resources. We may not be able to manage our current or future operations effectively and efficiently or compete effectively in new markets we enter. If we are not able to manage our growth successfully, our business and prospects would be materially and adversely affected.

 

Key employees are essential to growing our business.

 

Mr. Yu Ben Ansheng and Ms. Chen Jie are essential to our ability to continue to grow our business. They have established relationships within the industries in which we will operate. If they were to leave us, our growth strategy might be hindered, which could limit our ability to increase revenue.

 

In addition, we face competition for attracting skilled personnel. If we fail to attract and retain qualified personnel to meet current and future needs, this could slow our ability to grow our business, which could result in a decrease in market share.

 

We may need additional capital and we may not be able to obtain it at acceptable terms, or at all, which could adversely affect our liquidity and financial position.

 

We may need additional cash resources due to changed business conditions or other future developments. If these sources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations and liquidity.

 

Our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties, including:

 

	●	investors’ perception of, and demand for, our securities;
	●	conditions of the U.S. and other capital markets in which we may seek to raise funds;
	●	our future results of operations, financial condition and cash flow;
	●	PRC governmental regulation of foreign investment in China;
	●	economic, political and other conditions in China; and
	●	PRC governmental policies relating to foreign currency borrowings.

 

We are dependent on one primary supplier which may affect our ability to supply fuel additives to our customers.

 

We will obtain the fuel additive that we resell from one primary supplier. The ability to deliver the product to the end user is dependent on a sufficient supply of fuel additives and if we are unable to obtain a sufficient fuel additive supply, we may be prevented from making deliveries to our customers. Any failure to obtain supplies of fuel additives could prevent us from delivering our product to our customers and could have a material adverse effect on our business and financial conditions.

 

 

We rely on computer software and hardware systems in managing our operations, the failure of which could adversely affect our business, financial condition and results of operations.

 

We are dependent upon our computer software and hardware systems in supporting our network and managing and monitoring programs on the network. In addition, we rely on our computer hardware for the storage, delivery and transmission of the data on our network. Any system failure which interrupts the input, retrieval and transmission of data or increases the service time could disrupt our normal operation. Any failure in our computer software or hardware systems could decrease our revenues and harm our relationships with consumers, which in turn could have a material adverse effect on our business, financial condition and results of operations.

 

We do not have a majority of independent directors serving on our board of directors, which could present the potential for conflicts of interest.

 

We do not have a majority of independent directors serving on our board of directors. In the absence of a majority of independent directors, our executive officers could establish policies and enter into transactions without independent review and approval thereof. This could present the potential for a conflict of interest between us and our stockholders, generally, and the controlling officers, stockholders or directors.

 

We have limited insurance coverage.

 

The insurance industry in China is still at an early stage of development. Insurance companies in China offer limited insurance products. We have determined that the risks of disruption or liability from our business, the loss or damage to our property, including our facilities, equipment and office furniture, the cost of insuring for these risks, and the difficulties associated with acquiring such insurance on commercially reasonable terms make it impractical for us to have such insurance. As a result, we do not have any business liability, disruption, litigation or property insurance coverage for our operations in China except for insurance on some company owned vehicles. Any uninsured occurrence of loss or damage to property, or litigation or business disruption may result in the incurrence of substantial costs and the diversion of resources, which could have an adverse effect on our operating results.

 

If we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported financial information and have a negative effect on the market price for shares of our common stock.

 

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. We maintain a system of internal control over financial reporting, which is defined as a process designed by, or under the supervision of, our principal executive officer and principal financial officer, or persons performing similar functions, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Since we recently completed the reverse acquisition of CGH on December 15, 2014, we have not evaluated CGH and its consolidated subsidiaries’ internal control systems in order to allow our management to report on our internal controls on a consolidated basis as required by the requirements of SOX 404. We will be required to complete such evaluation and include a report of management in our annual report for the fiscal year ended December 31, 2015.

 

 

As a public company, we will have significant additional requirements for enhanced financial reporting and internal controls. We will be required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires annual management assessments of the effectiveness of our internal controls over financial reporting and a report by our independent registered public accounting firm addressing these assessments. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company.

 

We cannot assure you that we will not, in the future, identify areas requiring improvement in our internal control over financial reporting. We cannot assure you that the measures we will take to remediate any areas in need of improvement will be successful or that we will implement and maintain adequate controls over our financial processes and reporting in the future as we continue our growth. If we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported financial information and have a negative effect on the market price for shares of our common stock.

 

Lack of experienced officers of publicly-traded companies may hinder our ability to comply with Sarbanes-Oxley Act.

 

It may be time consuming, difficult and costly for us to develop and implement the internal controls and reporting procedures required by the Sarbanes-Oxley Act. We may need to hire additional financial reporting, internal controls and other finance staff or consultants in order to develop and implement appropriate internal controls and reporting procedures. If we are unable to comply with the Sarbanes-Oxley Act’s internal controls requirements, we may not be able to obtain the independent auditor certifications that Sarbanes-Oxley Act requires publicly-traded companies to obtain.

 

We will incur increased costs as a result of being a public company.

 

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act, as well as new rules subsequently implemented by the Securities and Exchange Commission (the “SEC”), has required changes in corporate governance practices of public companies. We expect these new rules and regulations to increase our legal, accounting and financial compliance costs and to make certain corporate activities more time-consuming and costly. In addition, we will incur additional costs associated with our public company reporting requirements. We are currently evaluating and monitoring developments with respect to these new rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

 

Risks Associated With Doing Business In China

 

Our operations and assets in China are subject to significant political and economic uncertainties.

 

Changes in PRC laws and regulations, or their interpretation, or the imposition of confiscatory taxation, restrictions on currency conversion, imports and sources of supply, devaluations of currency or the nationalization or other expropriation of private enterprises could have a material adverse effect on our business, results of operations and financial condition. Under its current leadership, the Chinese government has been pursuing economic reform policies that encourage private economic activity and greater economic decentralization. There is no assurance, however, that the Chinese government will continue to pursue these policies, or that it will not significantly alter these policies from time to time without notice.

 

A substantial portion of ours sales will be derived from China.

 

We anticipate that sales of our product in China will represent our total sales in the near future. Any significant decline in the condition of the PRC economy could adversely affect consumer demand of our product, among other things, which in turn would have a material adverse effect on our business and financial condition.

 

 

Currency fluctuations and restrictions on currency exchange may adversely affect our business, including limiting our ability to convert Chinese Renminbi into foreign currencies and, if Chinese Renminbi were to decline in value, reducing our revenue in U.S. dollar terms.

 

Our reporting currency is the U.S. dollar and our operations in China use their local currency as their functional currencies. Substantially all of our revenue and expenses are in Chinese Renminbi. We are subject to the effects of exchange rate fluctuations with respect to any of these currencies. For example, the value of the Renminbi depends to a large extent on Chinese government policies and China’s domestic and international economic and political developments, as well as supply and demand in the local market. Since 1994, the official exchange rate for the conversion of Renminbi to the U.S. dollar had generally been stable and the Renminbi had appreciated slightly against the U.S. dollar. However, on July 21, 2005, the Chinese government changed its policy of pegging the value of Chinese Renminbi to the U.S. dollar. Under the new policy, Chinese Renminbi may fluctuate within a narrow and managed band against a basket of certain foreign currencies. It is possible that the Chinese government could adopt a more flexible currency policy, which could result in more significant fluctuation of Chinese Renminbi against the U.S. dollar. We can offer no assurance that Chinese Renminbi will be stable against the U.S. dollar or any other foreign currency.

 

The income statements of our operations are translated into U.S. dollars at the average exchange rates in each applicable period. To the extent the U.S. dollar strengthens against foreign currencies, the translation of these foreign currencies denominated transactions results in reduced revenue, operating expenses and net income for our international operations. Similarly, to the extent the U.S. dollar weakens against foreign currencies, the translation of these foreign currency denominated transactions results in increased revenue, operating expenses and net income for our international operations. We are also exposed to foreign exchange rate fluctuations as we convert the financial statements of our foreign subsidiaries into U.S. dollars in consolidation. If there is a change in foreign currency exchange rates, the conversion of the foreign subsidiaries’ financial statements into U.S. dollars will lead to a translation gain or loss which is recorded as a component of other comprehensive income. In addition, we have certain assets and liabilities that are denominated in currencies other than the relevant entity’s functional currency. Changes in the functional currency value of these assets and liabilities create fluctuations that will lead to a transaction gain or loss. We have not entered into agreements or purchased instruments to hedge our exchange rate risks, although we may do so in the future. The availability and effectiveness of any hedging transaction may be limited and we may not be able to successfully hedge our exchange rate risks.

 

Although Chinese governmental policies were introduced in 1996 to allow the convertibility of Chinese Renminbi into foreign currency for current account items, conversion of Chinese Renminbi into foreign exchange for capital items, such as foreign direct investment, loans or securities, requires the approval of the State Administration of Foreign Exchange, or the SAFE. These approvals, however, do not guarantee the availability of foreign currency conversion. We cannot be sure that we will be able to obtain all required conversion approvals for our operations or that Chinese regulatory authorities will not impose greater restrictions on the convertibility of Chinese Renminbi in the future. Because a significant amount of our future revenue may be in the form of Chinese Renminbi, our inability to obtain the requisite approvals or any future restrictions on currency exchanges could limit our ability to utilize revenue generated in Chinese Renminbi to fund our business activities outside of China, or to repay foreign currency obligations, including our debt obligations, which would have a material adverse effect on our financial condition and results of operations.

 

We may rely on dividends and other distributions from our PRC subsidiary to fund our cash and financing requirements, and any limitation on the ability of our subsidiary to make payments to us could materially and adversely affect our ability to conduct our business.

 

As an offshore holding company, we will rely principally on dividends from the WFOE, our PRC subsidiary, for our cash requirements, dividends payments and other distributions to our shareholders, and to service any debt that we may incur and pay our operating expenses. The payment of dividends by entities organized in China is subject to limitations. In particular, PRC regulations permit the WFOE to pay dividends only out of its accumulated profits, if any, as determined in accordance with Chinese accounting standards and regulations. In addition, the WFOE is required each year to set aside at least 10% of its annual after-tax profits (as determined under PRC accounting standards) into its statutory reserve fund until the aggregate amount of that reserve reaches 50% of such entity’s registered capital. These reserves are not distributable as cash dividends.

 

 

If the WFOE incurs debt on its own behalf, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us. Any limitation on the ability of the WFOE to distribute dividends or other payments to us could materially and adversely limit our ability to grow, make investments or acquisitions, pay dividends and otherwise fund and conduct our business.

 

We may be subject to product liability claims if people or properties are harmed by the product sold by us.

 

The product intended to be sold by us is manufactured by a third party. The product may be defectively designed or manufactured. As a result, sales of the product could expose us to product liability claims relating to personal injury or property damage and may require product recalls or other actions. Third parties subject to such injury or damage may bring claims or legal proceedings against us as the reseller of the product. We do not currently maintain any third-party liability insurance or product liability insurance in relation to product we intend to sell. As a result, any material product liability claim or litigation could have a material and adverse effect on our business, financial condition and results of operations. Even unsuccessful claims could result in the expenditure of funds and managerial efforts in defending them and could have a negative impact on our reputation.

 

We may have limited legal recourse under PRC laws if disputes arise under our contracts with third parties.

 

The Chinese government has enacted laws and regulations dealing with matters such as corporate organization and governance, foreign investment, commerce, taxation and trade. However, their experience in implementing, interpreting and enforcing these laws and regulations is limited, and our ability to enforce commercial claims or to resolve commercial disputes is unpredictable. If our new business ventures are unsuccessful, or other adverse circumstances arise from these transactions, we face the risk that the parties to these ventures may seek ways to terminate the transactions, or, may hinder or prevent us from accessing important information regarding the financial and business operations of these acquired companies. The resolution of these matters may be subject to the exercise of considerable discretion by agencies of the Chinese government, and forces unrelated to the legal merits of a particular matter or dispute may influence their determination. Any rights we may have to specific performance, or to seek an injunction under PRC law, in either of these cases, are severely limited, and without a means of recourse by virtue of the Chinese legal system, we may be unable to prevent these situations from occurring. The occurrence of any such events could have a material adverse effect on our business, financial condition and results of operations.

 

We must comply with the Foreign Corrupt Practices Act.

 

We are required to comply with the United States Foreign Corrupt Practices Act, which prohibits U.S. companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Foreign companies, including some of our competitors, are not subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in mainland China. If our competitors engage in these practices, they may receive preferential treatment from personnel of some companies, giving our competitors an advantage in securing business or from government officials who might give them priority in obtaining new licenses, which would put us at a disadvantage. Although we inform our personnel that such practices are illegal, we cannot assure you that our employees or other agents will not engage in such conduct for which we might be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties.

 

Changes in foreign exchange regulations in the PRC may affect our ability to pay dividends in foreign currency or conduct other foreign exchange business.

 

The Renminbi is not a freely convertible currency currently, and the restrictions on currency exchanges may limit our ability to use revenues generated in Renminbi to fund our business activities outside the PRC or to make dividends or other payments in United States dollars. The PRC government strictly regulates conversion of Renminbi into foreign currencies. Over the years, foreign exchange regulations in the PRC have significantly reduced the government’s control over routine foreign exchange transactions under current accounts. In the PRC, the SAFE, regulates the conversion of the Renminbi into foreign currencies. Pursuant to applicable PRC laws and regulations, foreign invested enterprises incorporated in the PRC are required to apply for foreign exchange registration. Currently, conversion within the scope of the “current account” (e.g. remittance of foreign currencies for payment of dividends, etc.) can be effected without requiring the approval of SAFE. However, conversion of currency in the “capital account” (e.g. for capital items such as direct investments, loans, securities, etc.) still requires the approval of SAFE.

 

 

PRC regulation of loans to and direct investments in PRC entities by offshore holding companies may delay or prevent us from using the proceeds of any offering to make loans or capital contributions to our PRC subsidiary, which could materially and adversely affect our liquidity and ability to fund and expand our business.

 

We may transfer funds to or finance the WFOE, our PRC subsidiary, by means of shareholder’s loans or capital contributions. Any loans to the WFOE, which is a foreign-invested enterprise, cannot exceed statutory limits based on the amount of our investments in the WFOE, and shall be registered with the SAFE or its local counterparts. Furthermore, any capital contributions we make to the WFOE shall be approved by the Ministry of Commerce, or the MOFCOM, or its local counterparts. We may not be able to obtain these government registrations or approvals on a timely basis, if at all. If we fail to receive such registrations or approvals, our ability to provide loans or capital contributions to the WFOE may be negatively affected, which could adversely affect our liquidity and our ability to fund and expand our business.

 

In addition, the SAFE promulgated the Circular on the Relevant Operating Issues concerning Administration Improvement of Payment and Settlement of Foreign Currency Capital of Foreign-invested Enterprises, or SAFE Circular No. 142, on August 29, 2008. Under SAFE Circular No. 142, registered capital of a foreign invested company settled in Renminbi converted from foreign currencies may only be used within the business scope approved by the applicable governmental authority and may not be used for equity investments in the PRC, unless otherwise provided by other PRC laws or regulations. In addition, foreign-invested enterprises may not change how they use such capital without SAFE’s approval, and may not in any case use such capital to repay Renminbi loans if they have not used the proceeds of such loans. SAFE further promulgated the Circular on Further Clarification and Regulation of the Issues Concerning the Administration of Certain Capital Account Foreign Exchange Businesses, or SAFE Circular No. 45, on November 16, 2011, which expressly prohibits foreign-invested enterprises from using the registered capital settled in Renminbi converted from foreign currencies to grant loans through entrustment arrangements with a bank, repay inter-company loans or repay bank loans that have been transferred to a third party. SAFE Circular No. 142 and SAFE Circular No. 45 may significantly limit our ability to transfer the net proceeds from an offshore offering to the WFOE and convert the net proceeds into Renminbi to invest in or acquire any other PRC companies, which may adversely affect our liquidity and our ability to fund and expand our business in the PRC.

 

A failure by the beneficial owners of our shares who are PRC residents to comply with certain PRC foreign exchange regulations could restrict our ability to distribute profits, restrict our overseas and cross-border investment activities and subject us to liability under PRC law.

 

The SAFE has promulgated regulations, including the Notice on Relevant Issues Relating to Domestic Residents’ Investment and Financing and Round-Trip Investment through Special Purpose Vehicles, or SAFE Circular No. 37, effective on July 14, 2014, and its appendixes, that require PRC residents, including PRC institutions and individuals, to register with local branches of the SAFE in connection with their direct establishment or indirect control of an offshore entity, for the purpose of overseas investment and financing, with such PRC residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests, referred to in SAFE Circular No. 37 as a “special purpose vehicle.” SAFE Circular No. 37 further requires amendment to the registration in the event of any significant changes with respect to the special purpose vehicle, such as increase or decrease of capital contributed by PRC individuals, share transfer or exchange, merger, division or other material event. In the event that a PRC shareholder holding interests in a special purpose vehicle fails to fulfill the required SAFE registration, the PRC subsidiaries of that special purpose vehicle may be prohibited from making profit distributions to the offshore parent and from carrying out subsequent cross-border foreign exchange activities, and the special purpose vehicle may be restricted in their ability to contribute additional capital into its PRC subsidiary. Further, failure to comply with the various SAFE registration requirements described above could result in liability under PRC law for foreign exchange evasion.

 

 

These regulations apply to our direct and indirect shareholders who are PRC residents and may apply to any offshore acquisitions or share transfers that we make in the future if our shares are issued to PRC residents. To the best of our knowledge, none of our direct and indirect shareholders are PRC residents. However, if there exists any PRC residents beneficially holding interests in us without making appropriate registration pursuant to SAFE Circular No. 37, the WFOE, as our PRC subsidiary, could be subject to fines and legal penalties, and the SAFE could restrict our cross-border investment activities and our foreign exchange activities, including restricting the WFOE’s ability to distribute dividends to or obtain loans denominated in foreign currencies from us, or prevent us from paying dividends. As a result, our business operations and our ability to make distributions to you could be materially and adversely affected.

 

PRC regulations relating to mergers and acquisitions and overseas listings of domestic enterprises by foreign investors may increase the administrative burden we face and create regulatory uncertainties.

 

The Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rule, which became effective in September 2006 and were further amended in June 2009, requires that if an overseas company is established or controlled by PRC domestic companies or citizens intends to acquire equity interests or assets of any other PRC domestic company affiliated with the PRC domestic companies or citizens, such acquisition must be submitted to the MOFCOM, rather than local regulators, for approval. In addition, the M&A Rule requires that an overseas company controlled directly or indirectly by PRC companies or citizens and holding equity interests of PRC domestic companies needs to obtain the approval of the China Securities Regulatory Commission, or CSRC, prior to listing its securities on an overseas stock exchange. On September 21, 2006, the CSRC published a notice on its official website specifying the documents and materials required to be submitted by overseas special purpose companies seeking CSRC’s approval of their overseas listings.

 

While the application of the M&A Rule remains unclear, based on our understanding of current PRC laws, regulations, and the notice published on September 21, 2006, since the WFOE, our operating entity, was established by means of direct investment, rather than by merger or acquisition of the equity interest or assets of any “domestic company” as defined under the M&A Rules, we believe we are not required to submit an application to the MOFCOM or the CSRC for its approval for any of our transactions.

 

However, we cannot assure you that PRC governmental authorities, including the MOFCOM and the CSRC, will reach the same conclusion as us. If the MOFCOM, the CSRC and/or other PRC regulatory agencies subsequently determine that the approvals from the MOFCOM and/or CSRC and/or other PRC regulatory agencies were required, our PRC business could be challenged and we may need to apply for a remedial approval and may be subject to certain administrative punishments or other sanctions from PRC regulatory agencies. The regulatory agencies may impose fines and penalties on our operations in the PRC, limit our operating privileges in the PRC, delay or restrict the repatriation of our foreign currency in our offshore bank accounts into the PRC, or take other actions that could materially and adversely affect our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our ordinary shares.

 

The Chinese government exerts substantial influence over the manner in which we must conduct our business activities.

 

China only recently has permitted provincial and local economic autonomy and private economic activities, and, as a result, we are dependent on our relationship with the local government in the province in which we operate our business. Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, product liabilities, environmental regulations, property and other matters. We believe that our operations in China are in material compliance with all applicable legal and regulatory requirements. However, the central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in PRC subsidiaries.

 

 

Future inflation in China may inhibit our activity to conduct business in China.

 

In recent years, the Chinese economy has experienced periods of rapid expansion and high rates of inflation. These factors have led to the adoption by Chinese government, from time to time, of various corrective measures designed to restrict the availability of credit or regulate growth and contain inflation. High inflation may in the future cause Chinese government to impose controls on credit and/or prices, or to take other action, which could inhibit economic activity in China, and thereby harm the market for our product.

 

We may have difficulty establishing adequate management, legal and financial controls in the PRC.

 

We may have difficulty in hiring and retaining a sufficient number of qualified employees to work in the PRC. As a result of these factors, we may experience difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet Western standards. We may have difficulty establishing adequate management, legal and financial controls in the PRC.

 

You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China based on United States or other foreign laws against us and our management.

 

We conduct substantially all of our operations in China and substantially all of our assets are located in China. In addition, some of our directors and executive officers may reside within China. As a result, it may not be possible to effect service of process within the United States or elsewhere outside China upon some of our directors and senior executive officers, including with respect to matters arising under U.S. federal securities laws or applicable state securities laws. It would also be difficult for investors to bring an original lawsuit against us or our directors or executive officers before a Chinese court based on U.S. federal securities laws or otherwise. Moreover, China does not have treaties with the United States or many other countries providing for the reciprocal recognition and enforcement of judgment of courts.

 

Under the EIT Law, we may be classified as a “resident enterprise” of China. Such classification will likely result in unfavorable tax consequences to us and holders of our securities.

 

Under the EIT Law, an enterprise established outside of China with its “de facto management body” in China is considered a “resident enterprise,” meaning that it can be treated the same as a Chinese enterprise for enterprise income tax purposes. The implementing rules of the EIT Law defines “de facto management body” as an organization that exercises “substantial and overall management and control over the production and operations, personnel, accounting, and properties” of an enterprise. On April 22, 2009, the SAT, issued a circular, or SAT Circular No. 82, providing certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China, which include all of the following conditions: (a) the location where senior management members responsible for an enterprise’s daily operations discharge their duties; (b) the location where financial and human resource decisions are made or approved by organizations or persons; (c) the location where the major assets and corporate documents are kept; and (d) the location where more than half (inclusive) of all directors with voting rights or senior management have their habitual residence.

 

If the PRC tax authorities determine that we are a “resident enterprise” for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. First, we will be subject to enterprise income tax at a rate of 25% on our worldwide income as well as PRC enterprise income tax reporting obligations. This would mean that income such as interest on offering proceeds and other non-China source income would be subject to PRC enterprise income tax at a rate of 25%. Second, although under the EIT Law and its implementing rules dividends paid to us by our PRC subsidiaries would qualify as “tax-exempt income,” we cannot guarantee that such dividends will not be subject to a 10% withholding tax, as the PRC foreign exchange control authorities, which enforce the withholding tax, have not yet issued guidance with respect to the processing of outbound remittances to entities that are treated as resident enterprises for PRC enterprise income tax purposes. Finally, it is possible that a 10% withholding tax is imposed on dividends we pay to our non-PRC enterprise shareholders and with respect to gains derived by our non-PRC enterprise shareholders from transferring our shares, and a 20% withholding tax is imposed on dividends we pay to our non-PRC individual shareholders and with respect to gains derived by our non-PRC individual shareholders from transferring our shares.

 

 

We face uncertainties with respect to the application of the Circular on Strengthening the Administration of Enterprise Income Tax for Share Transfer by Non-PRC Resident Enterprises.

 

Pursuant to the Circular on Strengthening the Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or SAT Circular No. 698, issued by the SAT in December 2009 with retroactive effect from January 1, 2008, if a non-resident enterprise indirectly transfers the equity interests of a PRC resident enterprise by transferring equity interests of an overseas holding company, or an Indirect Transfer, and such overseas holding company is located in a tax jurisdiction that: (i) has an effective tax rate of less than 12.5% or (ii) does not impose income tax on foreign income of its residents, the transferring nonresident enterprise must report this Indirect Transfer to the competent PRC tax authority of the PRC resident enterprise. The PRC tax authority will apply the “substance over form” principle, and as a result may disregard the existence of the overseas holding company if such overseas holding company lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such an Indirect Transfer may be subject to PRC withholding tax at a rate of up to 10%. SAT Circular No. 698 also provides that where a non-PRC resident enterprise transfers its equity interests in a PRC resident enterprise to its related parties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable adjustment to the taxable income of the transaction.

 

There is uncertainty as to the application of SAT Circular No. 698. While the term “Indirect Transfer” is not clearly defined, it is understood that the relevant PRC tax authorities have broad jurisdiction over requests for information regarding foreign companies having remote contact with the PRC. Moreover, the relevant authority has not yet promulgated any formal provisions or made any formal interpretation as to the procedures or format for reporting an Indirect Transfer. In addition, there have not been any formal declarations concerning how to determine whether a foreign investor has adopted an arrangement for the purpose of reducing, avoiding or deferring PRC tax. As a result, we and our non-resident investors or non-resident enterprise shareholders may be at risk of being taxed under SAT Circular No. 698 and may be required to expend valuable resources to comply with SAT Circular No. 698 or to establish that we and our non-resident enterprise investors or non-resident enterprise shareholders should not be taxed under SAT Circular No. 698, which may have a material adverse effect on our financial condition and results of operations or such non-resident investors’ or such non-resident enterprise shareholders’ investments in us.

 

Our Chinese operating companies are obligated to withhold and pay PRC individual income tax in respect of the salaries and other income received by their employees who are subject to PRC individual income tax. If they fail to withhold or pay such individual income tax in accordance with applicable PRC regulations, they may be subject to certain sanctions and other penalties, which could have a material adverse impact on our business.

 

Under PRC laws, the WFOE will be obligated to withhold and pay individual income tax in respect of the salaries and other income received by their employees who are subject to PRC individual income tax. The WFOE may be subject to certain sanctions and other liabilities under PRC laws in case of failure to withhold and pay individual income taxes for its employees in accordance with the applicable laws.

 

In addition, the SAT has issued several circulars concerning employee stock options. Under these circulars, employees working in the PRC (which could include both PRC employees and expatriate employees subject to PRC individual income tax) are required to pay PRC individual income tax in respect of their income derived from exercising or otherwise disposing of their stock options. If we implement employee stock options plan, the WFOE will be obligated to file documents related to employee stock options with relevant tax authorities and withhold and pay individual income taxes for those employees who exercise their stock options. While tax authorities may advise us that our policy is compliant, they may change their policy, and we could be subject to sanctions.

 

 

The enforcement of labor contract law and increase in labor costs in the PRC may adversely affect our business and our profitability.

 

China adopted a labor contract law and its implementation rules effective on January 1, 2008 and September 18, 2008, respectively. The labor contract law was further amended on December 28, 2012. The labor contract law and its implementation rules impose more stringent requirements on employers with regard to, among others, severance payment upon permitted termination of the employment by an employer and non-fixed term employment contracts, time limits for probation period as well as the duration and the times that an employee can be placed on a fixed term employment contract. Due to the limited period of effectiveness of the labor contract law and its implementation rules, and the lack of clarity with respect to their implementation, potential penalties and fines, it is uncertain how they will impact our current employment policies and practices. Our employment policies and practices may violate the labor contract law or its implementation rules and we may be subject to related penalties, fines or legal fees. Compliance with the labor contract law and its implementation rules may increase our operating expenses, in particular our personnel expenses, as the continued success of our business depends significantly on our ability to attract and retain qualified personnel. In the event that we decide to terminate some of our employees or otherwise change our employment or labor practices, the labor contract law and its implementation rules may also limit our ability to effect those changes in a manner that we believe to be cost-effective or desirable, which could adversely affect our business and results of operations.

 

Additionally, PRC companies are subject to various laws and regulations regarding social insurance and housing funds, under which the WFOE is required to pay employees’ pension contributions, work-related injury benefits, maternity insurances, medical and unemployment benefit plans, housing funds and other welfare-oriented payments. The WFOE has not contributed social insurance premiums and housing funds for its employees in full compliance with applicable PRC laws. As such, the WFOE may be ordered to compensate the cumulative amount of the under-contributed social insurance premiums and housing fund contributions and be subject to administrative penalties, including fines, and as such our business and reputation may be adversely affected.

 

Because Chinese laws will govern almost all of our business’ material agreements, we may not be able to enforce our rights within the PRC or elsewhere, which could result in a significant loss of business, business opportunities or capital.

 

The Chinese legal system is similar to a civil law system based on written statutes. Unlike common law systems, it is a system in which decided legal cases have little precedential value. Although legislation in the PRC over the past 25 years has significantly improved the protection afforded to various forms of foreign investment and contractual arrangements in the PRC, these laws, regulations and legal requirements are relatively new. Due to the limited volume of published judicial decisions, their non-binding nature, the short history since their enactments, the discrete understanding of the judges or government agencies of the same legal provision, inconsistent professional abilities of the judicators, and the inclination to protect local interest in the court rooms, interpretation and enforcement of PRC laws and regulations involve uncertainties, which could limit the legal protection available to us, and foreign investors, including you. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital and could have a material adverse impact on our business, prospects, financial condition, and results of operations. In addition, the PRC legal system is based in part on government policies and internal rules (some of which are not published on a timely basis or at all) that may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until sometime after the violation. In addition, any litigation in the PRC, regardless of outcome, may be protracted and result in substantial costs and diversion of resources and management attention.

 

Risks Relating to Our Securities

 

Insiders have substantial control over us, and they could delay or prevent a change in our corporate control even if our other stockholders wanted it to occur.

 

Our executive officers, directors, and principal stockholders hold approximately 99% of our outstanding common stock. Accordingly, these stockholders are able to control all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This could delay or prevent an outside party from acquiring or merging with us even if our other stockholders wanted it to occur.

 

 

There may not be sufficient liquidity in the market for our securities in order for investors to sell their securities.

 

There is currently only a limited public market for our common stock, which is listed on the Over-the-Counter Bulletin Board, and there can be no assurance that a trading market will develop further or be maintained in the future. During the month of November 2014, there was no trading activity in our common stock. As of November 30, 2014, the closing bid price of our common stock was $0.0011 per share. As of November 30, 2014, we had approximately 310 shareholders of record of our common stock, not including shares held in street name.

 

The market price of our common stock may be volatile.

 

The market price of our common stock has been and will likely continue to be highly volatile, as is the stock market in general, and the market for OTC Bulletin Board quoted stocks in particular. Some of the factors that may materially affect the market price of our common stock are beyond our control, such as changes in financial estimates by industry and securities analysts, conditions or trends in the industry in which we operate or sales of our common stock. These factors may materially adversely affect the market price of our common stock, regardless of our performance. In addition, the public stock markets have experienced extreme price and trading volume volatility. This volatility has significantly affected the market prices of securities of many companies for reasons frequently unrelated to the operating performance of the specific companies. These broad market fluctuations may adversely affect the market price of our common stock.

 

Our common stock may be considered a “penny stock” and may be difficult to sell.

 

The SEC has adopted regulations which generally define a “penny stock” to be an equity security that has a market price of less than $5.00 per share or an exercise price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock is less than $5.00 per share and, therefore, it may be designated as a “penny stock” according to SEC rules. This designation requires any broker or dealer selling these securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser and determine that the purchaser is reasonably suitable to purchase the securities. These rules may restrict the ability of brokers or dealers to sell our common stock and may affect the ability of investors to sell their shares.

 

The market for penny stocks has experienced numerous frauds and abuses, which could adversely impact investors in our stock.

 

OTCBB securities are frequent targets of fraud or market manipulation, both because of their generally low prices and because OTCBB reporting requirements are less stringent than those of the stock exchanges or NASDAQ.

 

Patterns of fraud and abuse include:

 

	●	Control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;
	●	Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
	●	“Boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;
	●	Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and
	●	Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

 

Our management is aware of the abuses that have occurred historically in the penny stock market.

 

We have not paid dividends in the past and do not expect to pay dividends in the foreseeable future and any return on investment may be limited to the value of our stock.

 

We have never paid any cash dividends on our common stock and do not anticipate paying any cash dividends on our common stock in the foreseeable future and any return on investment may be limited to the value of our stock. We plan to retain any future earnings to finance growth.

 

 

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Current Report. Our consolidated financial statements have been prepared in accordance with U.S. GAAP. In addition, our consolidated financial statements and the financial data included in this Current Report reflect our reorganization and have been prepared as if our current corporate structure had been in place throughout the relevant periods. Actual results could differ materially from those projected in the forward-looking statements. For additional information regarding these and other risks and uncertainties, please see the items listed above under the section captioned “Risk Factors”, as well as any other cautionary language contained in this Current Report. Except as may be required by law, we undertake no obligation to update any forward-looking statement to reflect events after the date of this Current Report.

 

Plan of Operation

 

We intend to resell a fuel additive whose aim is to reduce emissions of carbon dioxide and save energy in relation to a vehicle’s output. We anticipate this activity will make up a large component of our business going forward.

 

Critical Accounting Policies

 

We prepare our financial statements in conformity with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the financial reporting period. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We consider the policies discussed below to be critical to an understanding of our financial statements.

 

Foreign currency translation

 

The functional currency of our Company is United States dollars (“US$”), and the functional currency of our Hong Kong subsidiary is Hong Kong dollars (“HK$”). The functional currency of our WFOE is the Renminbi. The PRC is the primary economic environment in which we operate.

 

For financial reporting purposes, the financial statements of our WFOE, which are prepared using the Renminbi, are translated into our reporting currency, the US$. Assets and liabilities are translated using the exchange rate at each balance sheet date. Revenue and expenses are translated using average rates prevailing during each reporting period, and shareholders’ equity is translated at historical exchange rates. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive income/loss in shareholders’ equity.

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transactions. The resulting exchange differences are included in the determination of net loss of the consolidated financial statements for the respective periods.

 

 

Recently Issued Accounting Standards

 

In June 2014, the FASB issued authoritative guidance to change the criteria for reporting development stage entities. Under the new guidance, the requirement to present inception-to-date information on the statement of operations, cash flows and statement of equity has been eliminated. In addition, financial statements no longer need to be labeled as those of a development stage entity, disclosure of a description of the development stage activities in which the entity is engaged is no longer required, and disclosing in the first year the company is no longer a development stage entity that in prior years it had been in the development stage is also no longer required. We adopted this guidance from our inception on October 25, 2013.

 

We do not believe other recently issued, but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements of operations and cash flows.

 

Results of Operation

 

We have not generated any income and have incurred recurring losses to date. Our general and administrative expenses was primarily related to legal and professional fees in connection with the incorporation of the Company and its subsidiaries, as well as the filing of this registration statement on Form 8-K. 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. We expect to obtain financing from shareholders or raise additional capital through, among other things, the sale of equity or debt securities.

 

General and Administrative Expenses

 

The following table sets forth the main components of the Company’s general and administrative expenses for the period from January 1 to September 30, 2014.

 

		Amount				% of Total
Legal and professional fees		$	86,336				93.3	%
Salary			5,426				5.9	%
Office expense			73				0.1	%
Others			708				0.7	%
Total G&A		$	92,543				100.0	%

 

Liquidity and Capital Resources

 

As of September 30, 2014, our assets were $137,025 comprised of $106,188 in cash. Our current liabilities were $7,087, comprised of $7,087 accrued expenses.

 

As of December 31, 2013, we had $258 in assets. Stockholders’ equity increased from $258 as of December 31, 2013 to $129,938 as of September 30, 2014.

 

Our operations resulted in a net loss of $92,543. We used cash in operations of $85,632 during the period from January 1, 2014 to September 30, 2014. As of September 30, 2014, the Company had an accumulated deficit of $92,987. Management believes that the Company will obtain additional cash flow through operating cash flow after it starts its main business and capital contributions from one of its stockholder, if necessary. We have obtained a financial support commitment from our Chief Executive Officer, our the ultimate controlling shareholder, which will remain in place for a period of at least twelve months after the date of issuance of the financial statements.

 

 

Cash Flows from Financing Activities

 

The following table provides detailed information about our net cash flows for the periods indicated:

 

		Nine Months ended September 30, 2014				October 25, 2013 (inception) through December 31, 2013
Net cash used in operating activities		$	(85,632	)		$	(444	)
Net cash used in investing activities			(30,720	)
Net cash provided by financing activities			222,407				703
Effect of foreign currency exchange rate changes on cash			(125	)			(1	)
Net increase in cash and cash equivalents		$	105,930			$	258

 

We have financed our operations primarily from capital contributions of our controlling shareholder Forever Prosperous. For the period from January 1, 2014 to September 30, 2014, cash provided by financing activities was $191,687.

 

Description of Securities

 

Common Stock

 

As of Closing Date of the Share Exchange, we have 300,000,000 authorized shares of common stock, $.001 par value per share, of which 102,379,935 shares of common stock are issued and outstanding. Each holder of common stock is entitled to one vote for each share owned of record on all matters voted upon by shareholders, and a majority vote is required for all actions to be taken by shareholders. In the event of a liquidation, dissolution or winding-up of the Company, the holders of common stock are entitled to share equally and ratably in the assets of the Company, if any, remaining after the payment of all debts and liabilities of the Company. The common stock has no preemptive rights, no cumulative voting rights and no redemption, sinking fund or conversion provisions.

 

Preferred Stock

 

The Board of Directors of the Company is authorized (without any further action by the shareholders) to issue preferred stock in one or more series and to fix the voting rights, liquidation preferences, dividend rates, conversion rights, redemption rights and terms, including sinking fund provisions, and certain other rights and preferences. Satisfaction of any dividend preferences of outstanding preferred stock would reduce the amount of funds available for the payment of dividends, if any, on the common stock. In addition, holders of the preferred stock would normally be entitled to receive a preference payment in the event of any liquidation, dissolution or winding up of the Company before any payment is made to holders of common stock. In addition, under certain circumstances, the issuance of preferred stock may render more difficult or tend to discourage a merger, tender offer or proxy contest, the assumption of control by a holder of a large block of the Company’s securities, or the removal of incumbent management. The Board of Directors of the Company, without shareholder approval, may issue preferred stock with dividend, liquidation, redemption, voting and conversion rights, which could adversely affect the holders of common stock.

 

The Company has 20,000,000 authorized shares of preferred stock. As a result of the Share Exchange, there are no shares of preferred stock issued and outstanding.

 

Options and Warrants

 

None.

 

 

Market Price of and Dividends on Common Equity and Other Shareholder Matters.

 

There is no change in the market for our securities as a result of the Share Exchange. Our common stock, par value $0.001, is listed for quotation in the OTCBB under the symbol “SRKB.” There is no active trading market in our securities.

 

As of December 16, 2014 there were 312 shareholders of record of our common stock. This number does not include an indeterminate number of shareholders whose shares are held by brokers in street name.

 

The Company has not declared any dividends since inception and does not anticipate paying any dividends in the foreseeable future. The payment of dividends is within the discretion of the Board of Directors and will depend on the Company’s earnings, capital requirements, financial condition, and other relevant factors. There are no restrictions that currently limit the Company’s ability to pay dividends on its common stock other than those generally imposed by applicable state law.

 

Indemnification of Directors and Officers

 

We are a Delaware corporation. Section 252 of the Delaware General Corporation Law (DGCL) provides that the articles of incorporation of a Delaware corporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except that any such provision may not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) acts specified in Section 7-108-403 (concerning unlawful distributions), or (iv) any transaction from which a director directly or indirectly derived an improper personal benefit. The Company’s articles of incorporation contain a provision eliminating the personal liability of directors to Standard Commerce or Standard Commerce shareholders for monetary damages to the fullest extent provided by the DGCL.

 

Section 242 of the DGCL provides that a Delaware corporation must indemnify a person who was wholly successful, on the merits or otherwise, in defense of any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal (a “Proceeding”), in which he or she was a party because the person is or was a director, against reasonable expenses incurred by him or her in connection with the Proceeding, unless such indemnity is limited by the corporation’s articles of incorporation. The Company’s articles of incorporation do not contain any such limitation.

 

Section 242 of the DGCL provides that a Delaware corporation may indemnify a person made a party to a Proceeding because the person is or was a director against any obligation incurred with respect to a Proceeding to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan) or reasonable expenses incurred in the Proceeding if the person conducted himself or herself in good faith and the person reasonably believed, in the case of conduct in an official capacity with the corporation, that the person’s conduct was in the corporation’s best interests and, in all other cases, his or her conduct was at least not opposed to the corporation’s best interests and, with respect to any criminal proceedings, the person had no reasonable cause to believe that his or her conduct was unlawful. The Company’s articles of incorporation and bylaws allow for such indemnification. A corporation may not indemnify a director in connection with any Proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or, in connection with any other Proceeding charging that the director derived an improper personal benefit, whether or not involving actions in an official capacity, in which Proceeding the director was judged liable on the basis that he or she derived an improper personal benefit. Any indemnification permitted in connection with a Proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with such Proceeding.

 

Under 242 of the DGCL, unless otherwise provided in the articles of incorporation, a Delaware corporation may indemnify an officer, employee, fiduciary, or agent of the corporation to the same extent as a director and may indemnify such a person who is not a director to a greater extent, if not inconsistent with public policy and if provided for by its bylaws, general or specific action of its board of directors or shareholders, or contract. The Company’s articles of incorporation provide for indemnification of directors, officers, employees, fiduciaries and agents of the Company to the full extent permitted by Delaware law.

 

 

Principal Stockholders

 

The following table sets forth certain information regarding beneficial ownership of our common stock as of December 16, 2014 (after giving effect to the Share Exchange, the Cancelled Shares, and the share issuance described in Item 1.01 of this Current Report) by (i) each person (or group of affiliated persons) who is known by us to own more than five percent of the outstanding shares of our common stock, (ii) each director, executive officer and director nominee, and (iii) all of our directors, executive officers and director nominees as a group. As of December 16, 2014, we had 102,379,935 shares of common stock issued and outstanding.

 

Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Unless otherwise noted, the principal address of each of the stockholders, directors and officers listed below is at Suite B, 16/F., Ritz Plaza, 122 Austin Road, Tsim Sha Tsui, Kowloon, Hong Kong.

 

All share ownership figures include shares of our common stock issuable upon securities convertible or exchangeable into shares of our common stock within sixty (60) days of December 16, 2014, which are deemed outstanding and beneficially owned by such person for purposes of computing his or her percentage ownership, but not for purposes of computing the percentage ownership of any other person.

  

Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership				Percentage of Outstanding Shares of Common Stock
Forever Prosperous Holdings (China) Limited(1)			61,260,000				59.8	%
New Empire Ventures Limited(2)			20,420,000				19.9	%
Pride Sun Limited(3)			20,420,000				19.9	%
Chen Huangchen(4)			61,260,000				59.8	%
Yu Ben Ansheng(5)			61,260,000				59.8	%
Chen Jie			0				0	%
Michael Anthony(6)			0				0	%
All Directors, Executive Officers and Director Nominees, as a group			61,260,000				59.8	%

 

(1) The business address of Forever Prosperous Holdings (China) Limited is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgins Islands. Mr. Chen, Huangchen, our Chairman, and Mr. Yu, Ben Ansheng, our Chief Executive Officer and President, are directors of Forever Prosperous and share voting and investment power over the shares.

 

(2) The business address of New Empire Ventures Limited is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgins Islands. Mr. Ricardo Lee, the sole director and sole shareholder of New Empire Ventures Limited, has sole voting and investment power over the shares.

 

(3) The business address of Pride Sun Limited is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgins Islands. Mr. Shum Sui On, the sole director and sole shareholder of Pride Sun Limited, has sole voting and investment power over the shares.

 

(4) Chen, Huangchen is a director of Forever Prosperous, and as a director with voting and dispositive power over the shares, is deemed to have beneficial ownership of the shares.

 

(5) Yu Ben Ansheng is a director and sole shareholder of Forever Prosperous Holdings (China) Limited and beneficially owns the shares.

 

(6) Michael Anthony will remain as a director until the tenth (10th) day after the distribution of the Information Statement on Schedule 14-f to the stockholders of record.

 

Item 3.02 Unregistered Sales of Equity Securities

 

In connection with the Share Exchange, on the Closing Date, we issued an aggregate of 102,100,000 shares of our common stock to the CGH Shareholders. We received in exchange from the CGH Shareholders 100 shares of CGH, representing 100% of the issued and outstanding shares of CGH, which exchange resulted in CGH becoming our wholly-owned subsidiary. We relied on the status of the CGH Shareholders as either accredited investors (as defined under Regulation D under Securities Act of 1933, as amended) or as non-US persons (as defined under Regulation S under Securities Act), in connection with an exemption from Securities Act registration.

 

 

Item 4.01. Changes in Registrant’s Certifying Accountants

 

In connection with Share Exchange, on December 17, 2014, we dismissed our principal independent accountant, Salberg & Company (“Salberg”) from its engagement with the Company, which dismissal was effective immediately. The decision to dismiss Salberg as the Company’s principal independent accountant was approved by the Board of Directors of the Company on December 17, 2014.

 

There were no disagreements between the Company and Salberg on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, from the time of Salberg’s engagement up to the date of dismissal which disagreements that, if not resolved to Salberg’s satisfaction, would have caused Salberg to make reference to the subject matter of the disagreement in connection with its report issued in connection with the audit of the Company’s financial statements. None of the reportable events described under Item 304(a)(1)(v)(A)-(D) of Regulation S-K occurred within the two fiscal years of the Company ended May 31, 2013 and 2014 and subsequently up to the date of dismissal. The audit report of Salberg on the financial statements of the Company as of May 31, 2014 did not contain any adverse opinion or disclaimer of opinion, and such audit report was not qualified or modified as to uncertainty, audit scope or accounting principles, except for Salberg’s explanatory paragraph regarding the Company’s ability to continue as a going concern. A letter from Salberg addressed to the Securities and Exchange Commission stating that it concurs with the statements made by the Company with respect to Salberg in this Current Report on Form 8-K. A copy of such letter is furnished hereto with the filing of this Current Report on Form 8-K.

 

As a result of the reverse acquisition, on December 17, 2014, the Company engaged Marcum Bernstein & Pinchuk LLP (“MBP”) the auditor for the accounting acquirer, to serve as its independent auditor. The decision to engage MBP as the Company’s principal independent accountant was approved by the Board of Directors of the Company on December 17, 2014. During the fiscal year of the Company ended December 31, 2013 and through the date of MBP’s engagement, the Company did not consult MBP regarding either: (i) the application of accounting principles to a specified transaction (either completed or proposed), or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was either the subject of a “disagreement” or “reportable event” within the meaning set forth in Regulation S-K, Item 304 (a)(1)(iv) or (a)(1)(v).

 

Item 5.01Changes In Control of Registrant

 

On the Closing Date, we consummated the transactions contemplated by the Exchange Agreement, pursuant to which we acquired 100 ordinary shares of CGH, representing all of the issued and outstanding shares of CGH, in exchange for the issuance in the aggregate of 102,100,000 shares of our common stock to the shareholders of CGH, representing approximately 99% of our shares of common stock issued and outstanding. Accordingly, the Share Exchange caused a change in control.

 

Other than the transactions and agreements disclosed in this Form 8-K, we know of no other arrangements which may result in a change in control of the Company.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

At the closing of the Share Exchange, there was a change in our Board of Directors and executive officers. Mr. Michael Anthony, who had served as our sole executive officer and director, resigned as an officer effective immediately, and after appointing Mr. Chen Huangchen to serve as Chairman of the Board, he tendered his resignation as a director, with such resignation to be effective on the tenth day after mailing of a Schedule 14f-1 statement to our stockholders (the “Effective Date”). Our Board of Directors then appointed Yu Ben Ansheng to serve as Chief Executive Officer and President, and Ms. Chen Jie to serve as Chief Financial Officer and Treasurer. Also in connection with the Share Exchange, the Board of Directors appointed Mr. Yu Ben Ansheng to serve as a director, with such appointment to be effective on the Effective Date. Messrs. Chen Huangchen and Yu Ben Ansheng will serve as directors of our Board of Directors and shall hold office until the next election of directors by stockholders and until their respective successors are elected and qualified or until their earlier resignation or removal.

 

 

Set forth below is information regarding our current directors, executive officers and director nominees.

 

Name		Age		Position
Chen Huangchen		34		Chairman of the Board
Yu Ben Ansheng		49		Chief Executive Officer, President and Director Nominee
Chen Jie		43		Chief Financial Officer and Treasurer
Michael Anthony (1)		48		Director

 

(1) Mr. Anthony will continue as a director until the Effective Date.

 

Chen Huangchen, Chairman of the Board

 

Mr. Chen has served as Chairman of the Board of CGH since the company was formed. Prior to that role, from June 2010 to present, Mr. Chen Huangchen acted as Chairman of the Board of Beijing Greenstar Holdings Company Limited. Mr. Chen Huangchen holds a Bachelor of Arts degree in Business Administration from University of Science and Technology Beijing.

 

Yu Ben Ansheng, Chief Executive Officer, President and Director Nominee

 

Mr. Yu has served as Chief Executive Officer and President of CGH since the company was formed. Prior to that role, from May 2009 to present, Mr. Yu acted as Executive Director and Chief Executive Officer of China Pipe Group Limited. Mr. Yu holds a Bachelor of Arts degree in English Literature from the Beijing Foreign Studies University, a Master of Arts degree in Education from the University of Toronto and a Master’s degree in Business Administration from the University of Western Ontario.

 

Chen Jie, Chief Financial Officer and Treasurer

 

Ms. Chen has served as Chief Financial Officer and Treasurer of CGH since November 2014. Prior to serving in this role, from November 2008 to present, Ms. Chen acted as Executive Director of Brainzoom Business Consulting Co., Ltd. Ms. Chen holds a Bachelor of Arts degree in Accounting from Shenzhen University. She is a member of the Association of Chartered Certified Accountants and also a non-practicing member of Chinese Association of Certified Public Accounts.

 

Michael Anthony, Director

 

Mr. Anthony has served as a director of the Company since November 14, 2007. From November 2007, until his resignation on December 12, 2014 in connection with the Share Exchange, Mr. Anthony served as the sole officer of the Company. Mr. Anthony is the sole officer and director of Corporate Services International, Inc. and is the sole member of Century Capital Partners, LLC. Mr. Anthony utilizes both entities to conduct business affairs, including, but not limited to, making capital investments in corporate entities offering consulting services and advice to corporate entities. Prior to the Share Exchange, Mr. Anthony was a promoter of Stark Beneficial as that term is defined by Rule 405 of Regulation C.

 

Family Relationships

 

There are no family relationships between any of our directors or executive officers.

 

 

Compensation of Officers

 

The following table sets forth all cash compensation paid by us, as well as certain other compensation paid or accrued, in 2013 and 2014 to each of the following named executive officers.

 

Summary Compensation of Named Executive Officers

 

Name and Principal Position		Fiscal Year			Salary ($)				Total ($)
Michael Anthony		2014		$	0			$	0
Former President		2013		$	0			$	0
Yu Ben Ansheng,		2014		$	5,426			$	5,426
President and Chief Executive Officer		2013		$	0			$	0
Chen Jie,		2014		$	0			$	0
Chief Financial Officer and Treasurer		2013		$	0			$	0

 

Employment Agreements

 

We have not entered into employment agreements with any of our officers, directors or employees.

 

Director Compensation

 

Our directors are reimbursed for expenses incurred by them in connection with attending Board of Directors’ meetings, but they do not receive any other compensation for serving on the Board of Directors.

 

Director Independence

 

We do not have any independent directors and our board of directors is in the process of searching for suitable candidates. Our board of directors does not have any committees, as companies whose securities are traded on the OTC Bulletin Board are not required to have board committees. However, at such time in the future that we appoint independent directors on our board we expect to form the appropriate board committees.

 

Certain Relationships and Related Transactions

 

We have not entered into any material transactions with any director, executive officer, and nominee for director, beneficial owner of five percent or more of our common stock, or family members of such persons.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On December 17, 2014, we changed our fiscal year end from May 31 to December 31. The change of the fiscal year end was approved by our Board of Directors on December 17, 2014.

 

Item 5.06 Change in Shell Company Status

 

As described in Item 1.01 of this Form 8-K, on December 15, 2014, we entered into the Exchange Agreement and consummated the Share Exchange, pursuant to which we acquired all of the issued and outstanding ordinary shares of CGH in exchange for the issuance of the Shares to the shareholders of CGH.

 

As a result of the Share Exchange, CGH became our wholly-owned operating subsidiary and, upon the issuance of the Shares, the former shareholders of CGH owned in the aggregate, approximately 99% of all of our issued and outstanding common stock. We currently have a total of 102,379,935 issued and outstanding shares of common stock.

 

As the result of the consummation of the Share Exchange, we would not be considered a shell company as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

 

 

Item 9.01 Financial Statements and Exhibits

 

(a) Financial Statements of Business Acquired

 

(i) Audited Financial Statements of China Greenstar Holdings Limited as of and for the period from October 25, 2013 (inception) through December 31, 2013 (audited), and nine months period ended September 30, 2014 (unaudited), and the notes related thereto

 

(b) Proforma Financial Information

 

(i) Unaudited proforma financial statements of Stark Beneficial, Inc. and the notes related thereto

 

(d) Exhibits

 

Exhibit No.		Description
2.1		Share Exchange Agreement, dated as of December 15, 2014, by and among Stark Beneficial, Inc., Michael Anthony, China Greenstar Holdings Limited and the shareholders of China Greenstar Holdings Limited.
3.1		Certificate of Incorporation of Stark Beneficial, Inc., as amended.*
3.2		Bylaws of Stark Beneficial, Inc.*
10.1		Realty Lease Contract
16.1		Letter from Salberg & Company, P.A.
23.1		Consent of Marcum Bernstein & Pinchuk LLP

 

* Previously filed with the Company’s Form 10 Registration Statement.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

By:	/s/ Yu Ben Ansheng
Name:	Yu Ben Ansheng
Title:	President & Chief Executive Officer
Dated:	December 19, 2014

 

  

Exhibit No.		Description
2.1		Share Exchange Agreement, dated as of December 15, 2014, by and among Stark Beneficial, Inc., Michael Anthony, China Greenstar Holdings Limited and the shareholders of China Greenstar Holdings Limited.
3.1		Certificate of Incorporation of Stark Beneficial, Inc., as amended.*
3.2		Bylaws of Stark Beneficial, Inc.*
10.1		Realty Lease Contract
16.1		Letter from Salberg & Company, P.A.
23.1		Consent of Marcum Bernstein & Pinchuk LLP

 

* Previously filed with the Company’s Form 10 Registration Statement.

 

 

CHINA GREENSTAR HOLDINGS LIMITED

 

CONSOLIDATED FINANCIAL STATEMENTS

 

CONTENTS

 

		Pages
Report of independent registered public accounting firm		F-1
China Greenstar Holdings Limited - Consolidated balance sheets as of September 30, 2014 (Unaudited) and December 31, 2013		F-2
China Greenstar Holdings Limited - Consolidated statements of operations and comprehensive loss for the nine months period ended September 30, 2014 (Unaudited) and for the period from October 25, 2013 (inception) through December 31, 2013		F-3
China Greenstar Holdings Limited - Consolidated statements of cash flows for the nine month period ended September 30, 2014(Unaudited) and for the period from October 25, 2013 (inception) through December 31, 2013		F-4
China Greenstar Holdings Limited - Consolidated statements of changes in stockholders’ equity for the nine month period ended September 30, 2014(Unaudited) and for the period from October 25, 2013 (inception) through December 31, 2013		F-5
China Greenstar Holdings Limited - Notes to the consolidated financial statements		F-6

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders

of China Greenstar Holdings Limited

 

We have audited the accompanying consolidated balance sheet of China Greenstar Holdings Limited (the “Company”) as of December 31, 2013, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity and cash flows for the period from October 25, 2013 (inception) through December 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company, as of December 31, 2013, and the results of its operations and its cash flows for the period from October 25, 2013 (inception) through December 31, 2013 then ended in conformity with accounting principles generally accepted in the United States of America.

 

/s/ Marcum Bernstein & Pinchuk llp

 

Marcum Bernstein & Pinchuk llp

New York, New York

December 19, 2014

 

 

CHINA GREENSTAR HOLDINGS LIMITED

CONSOLIDATED BALANCE SHEETS

(Amounts in US$, except shares)

 

		As of September 30, 2014				As of December 31, 2013
		(Unaudited)
Assets
Current assets:
Cash and cash equivalents		$	106,188			$	258
Deposit			147				-
Due from controlling shareholder			30,690				-
Total current assets		$	137,025			$	258
Liabilities and Stockholders’ Equity
Accrued expenses		$	7,087			$	-
Stockholders’ equity:
Common stock ($1 par value; Authorized-50,000 shares and nil at September 30, 2014 and December 31, 2013, respectively; Issued and outstanding-100 shares and nil at September 30, 2014 and December 31, 2013, respectively.)			100				-
Additional paid-in capital			223,301				703
Accumulated deficit			(92,987	)			(444	)
Accumulated other comprehensive loss			(476	)			(1	)
Total stockholders’ equity			129,938				258
Total liabilities and stockholders’ equity		$	137,025			$	258

 

See notes to the consolidated financial statements.

 

 

CHINA GREENSTAR HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Amounts in US$, except shares)

 

		Nine Months ended September 30, 2014				October 25, 2013 (inception) through December 31, 2013
		(Unaudited)
Revenues		$	-			$	-
Operating expenses
General and administrative expenses			(92,543	)			(444	)
Income tax expense			-				-
Net loss			(92,543	)			(444	)
Other comprehensive loss
Foreign currency translation loss			(475	)			(1	)
Comprehensive loss		$	(93,018	)		$	(445	)
Loss per share
Basic and diluted		$	(4,044	)		$	-
Weighted average number of common shares outstanding
Basic and diluted			23				-

 

See notes to the consolidated financial statements.

 

 

CHINA GREENSTAR HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in US$)

 

		Nine Months ended September 30, 2014				October 25, 2013 (inception) through December 31, 2013
		(Unaudited)
Cash flows from operating activities
Net loss		$	(92,543	)		$	(444	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities
Deposit paid			(147	)			-
Accrued expenses			7,058				-
Net cash used in operating activities			(85,632	)			(444	)
Cash flows from investing activities
Advance to controlling shareholder			(30,720	)			-
Net Cash used in investing activities			(30,720	)			-
Cash flows from financing activities
Issue of common stock			100				-
Increase of additional paid-in capital			222,307				703
Net cash provided by financing activities			222,407				703
Effect of exchange rate fluctuation on cash and cash equivalents			(125	)			(1	)
Net increase in cash and cash equivalents			105,930				258
Cash and cash equivalents at beginning of period			258				-
Cash and cash equivalents at end of period		$	106,188			$	258
Supplement disclosure of cash flow information:
Interest expense paid		$	-			$	-
Income taxes paid		$	-			$	-

 

See notes to the consolidated financial statements.

 

 

CHINA GREENSTAR HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Amounts in US$, except shares)

 

		Number of common stock				Common stock				Additional paid-in capital				Accumulated deficit				Accumulated other comprehensive income				Total shareholders’ equity
Balance at October 25, 2013 (Inception)			-			$	-			$	-			$	-			$	-			$	-
Capital injection			-				-				703				-				-				703
Net loss for the period			-				-				-				(444	)			-				(444	)
Foreign currency translation adjustment			-				-				-				-				(1	)			(1	)
Balance at December 31, 2013			-				-				703				(444	)			(1	)			258
Issue of common stock			100				100				-				-				-				100
Capital injection			-				-				222,598				-				-				222,598
Net loss for the period			-				-				-				(92,543	)			-				(92,543	)
Foreign currency translation adjustment			-				-				-				-				(475	)			(475	)
Balance at September 30, 2014 (Unaudited)			100			$	100			$	223,301			$	(92,987	)		$	(476	)		$	129,938

 

See notes to the consolidated financial statements

 

 

CHINA GREENSTAR HOLDINGS LIMITED

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the periods ended December 31, 2013 and September 30, 2014 (unaudited)

(Amounts in US$)

 

1.	Organization and principal activities

 

The accompanying consolidated financial statements include the accounts of China Greenstar Holdings Limited (the “Company”), and its wholly-owned subsidiaries, Greenstar Group (HK) Limited (“Greenstar HK”), Shenzhen Greenstar Technology Co., Ltd. (“Greenstar Technology”), The Company and its wholly-owned subsidiaries are collectively referred to as the “Group”. Details of the Company and its subsidiaries are as follows:

 

China Greenstar Holdings Limited (the “Company”) was established in the British Virgin Islands (“BVI”) on July 29, 2014. The Company itself has no significant business operations and assets other than holds equity interests in its subsidiaries.

 

Greenstar Group (HK) Limited (“Greenstar HK”) was established as an Investment Holding Company by Forever Prosperous Holdings (China) Limited (“Forever Prosperous”) (the controlling shareholder of the Company) in Hong Kong Special Administrative Region of the People’s Republic of China (the “PRC”) on October 25, 2013. The shares were transferred to the Company in August 2014, after the Company was set up.

 

Shenzhen Greenstar Technology Co., Ltd. (“Greenstar Technology”) was established as a wholly foreign owned enterprise on September 29, 2014 in Shenzhen, the PRC by Greenstar HK. The registered capital of Greenstar Technology is HK$ 1,000,000 (equal to USD128,622). Greenstar Technology will be principally engaged in selling fuel additive product and business consulting services. Currently, the Group has not generated any revenues from its operations.

 

2.	Summary of significant accounting policies
(a)	Basis of presentation

 

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).

 

(b)	Principles of Consolidation

 

The consolidated financial statements include the financial statements of the Company and all its subsidiaries. All transactions and balances between the Company and its subsidiaries have been eliminated upon consolidation. Pursuant to the share transfer agreement of Greenstar HK in August 2014 described above, the Group reorganized its structure. Before and after the reorganization, the Group continued to be owned and managed by the same ultimate controlling shareholder, Forever Prosperous, substantively. Therefore, the acquisition of Greenstar HK was accounted for as a merger under common control, using merger accounting in a manner similar to pooling-of-interest, as if the merger had been consummated at the beginning of the earliest period presented, and no gain or loss is recognized. All the assets and liabilities of Greenstar HK are recorded at carrying value.

 

(c)	Foreign currency translation and transactions

 

The functional currency of the Company is United States dollars (“US$”), and the functional currency of Greenstar HK is Hong Kong dollars (“HK$”). The functional currency of Greenstar Technology is the Renminbi (“RMB”), and PRC is the primary economic environment in which the Company operates.

 

 

For financial reporting purposes, the financial statements of Greenstar Technology, which are prepared using the RMB, are translated into the Company’s reporting currency, the US$. Assets and liabilities are translated using the exchange rate at each balance sheet date. Revenue and expenses are translated using average rates prevailing during each reporting period, and shareholders’ equity is translated at historical exchange rates. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive income in shareholders’ equity.

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transactions. The resulting exchange differences are included in the determination of net income of the consolidated financial statements for the respective periods.

 

The exchange rates applied are as follows:

 

		Nine months ended September 30, 2014				October 25, 2013 (inception) through December 31, 2013
		(Unaudited)
Period end RMB exchange rate			6.1093				6.1934
Average RMB exchange rate			6.1431				6.2715

 

No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation.

 

(d)	Liquidity and management plan

 

In the course of its development activities, the Group continues to sustain losses and has not generated any revenues. The Group expects to finance operations primarily through cash flow provided by operating activities after it starts its main business and capital contributions from its controlling stockholder. The Group estimates that their cash and cash equivalents are sufficient to fund operations for the next twelve months.

 

In the event that the Group requires additional funding to finance the growth of the Group’s current and expected future operations as well as to achieve its strategic objectives, the controlling stockholder has provided financial support commitment, which will retain in force for a period of at least twelve months after the date of issuance of the financial statements.

 

(e)	Use of estimates

 

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ from those estimates.

 

(f)	Cash and cash equivalents

 

Cash and cash equivalents represent cash on hand and deposits held at call with banks. The Group considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. As of September 30, 2014 and December 31, 2013, the Company’s cash and cash equivalents comprised of $106,188 and $258, respectively. All of the Group’s cash deposit is held in a financial institution located in Hong Kong where there is currently regulation mandated on obligatory insurance of bank accounts. The Company believes this financial institution is of high credit quality.

 

 

(g)	Acquisition-related Costs

 

Acquisition-related costs are costs the Company incurs to effect a reverse merger of public shell company (see Note 7). Those costs include finder’s fee; advisory, legal, accounting and other professional or consulting fees; general administrative costs, including the costs of maintaining an internal acquisitions department; and costs of registering and issuing debt and equity securities. The Company account for acquisition-related costs as expenses in the periods in which the costs are incurred and the services are received.

 

(h)	Fair value of financial instruments

 

The Company applies the provisions of ASC Subtopic 820-10, “Fair Value Measurements”, for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

 

ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

 

●	Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
●	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
●	Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

 

There were no assets or liabilities measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 as of September 30, 2014 and December 31, 2013, respectively.

 

The carrying values of cash, other current assets and accrued expenses approximate estimated fair values due to their short maturities.

 

(i)	Income taxes

 

Income taxes are accounted for using an asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates in the applicable tax jurisdiction expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Realization of the deferred tax asset is dependent on generating sufficient taxable income in future years.

 

 

The Group recognizes interest on non-payment of income taxes under requirement by tax law and penalties associated with tax positions when a tax position does not meet the minimum statutory threshold to avoid payment of penalties. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances, where the underpayment of taxes is more than RMB 100,000. The tax return of the Company’s PRC subsidiary is subject to examination by the relevant tax authorities. The Group did not have any material interest or penalties associated with tax positions and did not have any significant unrecognized uncertain tax positions as of September 30, 2014 and December 31, 2013, respectively.

 

(j)	Loss per share

 

Basic loss per share is computed by dividing net earnings by the weighted average number of ordinary shares outstanding during the periods from October 25, 2013 (inception) to December 31, 2014 and from January 1, 2014 to September 30, 2014. Diluted income per share is calculated by dividing net income attributable to common stock as adjusted for the effect of dilutive common equivalent stock, if any, by the weighted average number of common stock as adjusted for dilutive equivalent stock outstanding during the year. Dilutive common equivalent stocks are excluded from the calculation in loss periods, as their effects would be anti-dilutive.

 

(k)	Comprehensive loss

 

Comprehensive income is defined as the change in equity of a company during a period from transactions and other events and circumstances excluding transactions resulting from investments from owners and distributions to owners. Accumulated other comprehensive loss, as presented on the accompanying consolidated balance sheets are the cumulative foreign currency translation adjustments.

 

(l)	Recently issued accounting pronouncements

 

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Group as of the specified effective date.

 

In June 2014, the FASB issued authoritative guidance to change the criteria for reporting development stage entities. Under the new guidance, the requirement to present inception-to-date information on the statement of operations, cash flows and statement of equity has been eliminated. In addition, financial statements no longer need to be labeled as those of a development stage entity, disclosure of a description of the development stage activities in which the entity is engaged is no longer required, and disclosing in the first year the company is no longer a development stage entity that in prior years it had been in the development stage is also no longer required. The Group has early adopted this guidance from October 25, 2013(inception).

 

The Group does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect would have a material effect on the consolidated financial position, statements of operations and cash flows.

 

(m)	Significant risks

 

Credit risk

 

Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash. As of September 30, 2014 and December 31, 2013, the Group places its cash amounted to US$ 106,188 and US$ 258, respectively, with financial institutions that management believes are of high-credit ratings and quality.

 

3.	Due from controlling shareholder

 

Due from controlling shareholder were deposit of $30,000 made on behalf of Forever Prosperous to a public shell company for reverse acquisition and other advance of $690 to Forever Prosperous for its daily operations.

 

 

4.

Taxation

 

Income Tax

 

(i) British Virgin Islands: The Company is incorporated in the BVI. Under the current law of the BVI, the Company is not subject to tax on income or capital gains. Additionally, upon payments of dividends by the Company to its shareholders, no BVI withholding tax will be imposed.

 

(ii) Hong Kong: Greenstar HK was incorporated in Hong Kong and does not conduct any substantial operations of its own. No provision for Hong Kong profits tax have been made in the financial statements as Greenstar HK has no assessable profits for the period ended September 30, 2014 and December 31, 2013, respectively.

 

(iii) PRC: The foreign invested enterprises and domestic companies are generally subject to enterprise income tax at a uniform rate of 25%.

 

PRC Withholding Tax on Dividends

 

The current PRC Enterprise Income Tax Law imposes a 10% withholding income tax for dividends distributed by foreign invested enterprises to their immediate holding companies outside the PRC. A lower withholding tax rate will be applied if there is a tax treaty arrangement between the PRC and the jurisdiction of the foreign holding company. Distributions to holding companies in Hong Kong that satisfy certain requirements specified by PRC tax authorities, for example, will be subject to a 5% withholding tax rate.

 

As of September 30, 2014, the Group had not recorded any withholding tax as since the PRC subsidiary is in net loss position.

 

The following table reconciles the Group’s effective tax for the periods presented:

 

		Nine months ended September 30, 2014				October 25, 2013 (inception) through December 31, 2013
		(Unaudited)
Expected enterprise income tax at statutory tax rate			(21,614	)			-
Expenses non-deductable for tax purpose			21,614				-
Effective enterprise income tax			-				-

 

5.	Stockholders’ equity

 

Common stock

 

On July 29, 2014, the Company issued 100 shares of common stock as founder shares to Forever Prosperous at par value.

 

Additional paid-in capital

 

Additional paid-in capital represents the fund injected by the controlling shareholder to the Group for daily operations.

 

 

Statutory Reserve

 

The Company’s China-based subsidiary to be set up is required to make appropriations to certain non-distributable reserve funds.

 

Pursuant to the China Foreign Investment Enterprises laws, the Company’s China-based subsidiary to be set up, which are called wholly foreign-owned enterprise (“WFOE”), have to make appropriations from their after-tax profit as determined under generally accepted accounting principles in the PRC (the “after-tax-profit under PRC GAAP”) to non-distributable reserve funds, including (i) general reserve fund and (ii) staff bonus and welfare fund. Each year, at least 10% of the after-tax-profit under PRC GAAP is required to be set aside as general reserve fund until such appropriations for the fund equal 50% of the paid-in capital of the applicable entity. The appropriation for the other two reserve funds named enterprise development reserve and employee welfare fund is at the Group’s discretion as determined by the Board of Directors of each entity.

 

General reserve and statutory surplus funds are restricted to set-off against losses, expansion of production and operation and increasing registered capital of the respective company. Staff welfare and bonus fund are restricted to capital expenditures for the collective welfare of employees. The reserves are not allowed to be transferred to the Company in terms of cash dividends, loans or advances, nor are they allowed for distribution except under liquidation.

 

As of September 30, 2014and December 31, 2013, respectively, there was no profit appropriation to the statutory surplus fund or general reserve fund.

 

A significant part of the Group’s businesses is transacted in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either though the People’s Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People’s Bank of China. Approval of foreign currency payments by the People’s Bank of China or other regulatory institutions requires submitting a payment application form together with suppliers’ invoices and signed contracts. These exchange control measures imposed by the PRC government authorities may restrict the ability of the Company’s PRC subsidiary to transfer its net assets, which to the Company though loans, advances or cash dividends.

 

6.	Subsequent Event

 

The Group evaluated subsequent events up until the time financial statements are filed with SEC and management identified the following subsequent events:

 

On December 15, 2014, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”), with (i) Stark Beneficial Inc., (“Stark”), (ii) the Company’s shareholders, Forever Prosperous, Pride Sun, New Empire and (iii) Michael Anthony, the principal stockholder of the Stark (the “Stark Beneficial Shareholder”). Pursuant to the terms of the Exchange Agreement, the Company’s Shareholders transferred to Stark all of the Company’s stock in exchange for the issuance of 102,100,000 shares of Stark (the “Share Exchange’). Immediately prior to the Share Exchange, Stark cancelled and retired 2,100,000 shares of Stark’s issued and outstanding common stock and 5,000,000 shares of Stark’s preferred stock (the “Cancelled Shares”), reducing Stark’s issued and outstanding shares to 279,935 shares of common stock. As a result of the cancellation of the Cancelled Shares and the Share Exchange, Stark had 102,379,935 shares of common stock issued and outstanding following the Share Exchange.

 

On December 15, 2014, the Exchange Agreement was consummated and closed. As a result of the closing, the Company became a wholly-owned subsidiary of Stark. The share exchange transaction with the Company was treated as a reverse acquisition, with the Company as accounting acquirer and Stark, as the acquired party.

 

Upon consummation of the Share Exchange, Stark changed the fiscal year end from May 31 to December 31. The Company intends to change its name in the near future.

 

 

Pro Forma Condensed Consolidated Financial Statements

 

The following unaudited pro forma condensed consolidated financial statements has been derived from the consolidated financial statements of China Greenstar Holdings Limited (“China Greenstar”) as of September 30, 2014 (unaudited) and for period from October 25, 2013 (inception) to December 31, 2013 (audited), and adjusts such information to give the effect of the acquisition of China Greenstar by Stark Beneficial, Inc. (“Stark”). The consolidated financial statements reflect all predecessor statements of operations and include the accounts of China Greenstar and its subsidiaries. China Greenstar (and its historical financial statements) is the continuing entity for financial reporting purposes.

 

The following unaudited pro forma combined balance sheet represents the combined financial position of China Greenstar and its subsidiaries as of September 30, 2014, as if the reverse acquisition occurred on September 30, 2014. The unaudited pro forma loss per share present the accounts of Stark and China Greenstar including its subsidiaries, for the nine months ended September 30, 2014, and for the period from October 25, 2013 (inception) through December 31, 2013, as if the reverse acquisition occurred on October 25, 2013(inception), for the purpose of the statements of operations, respectively.

 

The unaudited pro forma combined financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved if the reverse acquisition of China Greenstar had been consummated as of the beginning of the period indicated, nor is necessarily indicative of the resulted of future operations.

 

 

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

(Unaudited)

 

		China Greenstar Holdings Limited				Stark Beneficial, Inc.
		September 30, 2014				September 30, 2014				Adjustments						Proforma
		(US $)				(US $)
		(Unaudited)				(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	106,188			$	-									$	106,188
Deposit			147				-										147
Due from controlling shareholder			30,690				-										30,690
Total current assets		$	137,025			$	-									$	137,025
Current Liabilities:
Accounts payable		$	-			$	10,739				(10,739	)		B		$	-
Accrued expenses and other payable			7,087				5,000				(5,000	)		B			7,087
Convertible promissory notes – related parties, net of premium			-				185,030				(185,030	)		B			-
Accrued interest – related parties			-				3,305				(3,305	)		B			-
Due to related parties			-				11,280				(11,280	)		B			-
Total Liabilities			7,087				215,354				(215,354	)					7,087
Stockholders’ equity
Preferred stock			-				5,000				(5,000	)		A			-
Common stock			100				2,380				99,900			A			102,380
														A
Additional paid in capital			223,301				131,120				(233,400	)		B			121,021
Accumulated deficit			(92,987	)			(353,854	)			353,854			B			(92,987	)
Accumulated other comprehensive income			(476	)			-										(476	)
Total stockholders’ equity			129,938				(215,354	)			215,354						129,938
Total liabilities and stockholders’ equity		$	137,025			$	-			$	-					$	137,025

 

See notes to pro forma combined financial statements.

 

 

PRO FORMA LOSS PER SHARE (UNAUDITED)

 

		China Greenstar Holdings Limited				China Greenstar Holdings Limited
		October 25, 2013 through December 31, 2013				Nine Months ended September 30, 2014
		(unaudited)				(unaudited)
Net loss		$	(444	)			(92,543	)
Other comprehensive loss
Foreign currency translation gain			(1	)			(475	)
Comprehensive loss		$	(445	)			(93,018	)
Net loss per Share
Basic and diluted		$	(0.00	)			(0.004	)
Weighted average shares outstanding
Basic and diluted			102,379,935				102,379,935

 

See notes to pro forma combined financial statements.

 

 

Unaudited Notes to Pro Forma Condensed Consolidated Financial Statements

 

On December 15, 2014, Stark Beneficial, Inc., (“Stark”, “we”, “us”, “our”) entered into a Share Exchange Agreement (the “Exchange Agreement”), with (i) China Greenstar Holdings Limited, a company organized under the laws of British Virgin Islands (“China Greenstar”), (ii) China Greenstar’s shareholders, Forever Prosperous Holdings (China) Limited, a British Virgin Islands company (“Forever Prosperous”), Pride Sun Limited, a British Virgin Islands company (“Pride Sun “) and New Empire Ventures Limited, a British Virgin Islands company, who together own shares constituting 100% of the issued and outstanding ordinary shares of China Greenstar and (iii) Michael Anthony, the principal stockholder of the Stark (the “Stark Beneficial Shareholder”). Pursuant to the terms of the Exchange Agreement, the China Greenstar Shareholders transferred to us all of the China Greenstar shares in exchange for the issuance of 102,100,000 shares of our common stock (the “Share Exchange’). Immediately prior to the Share Exchange, the original shares (2,100,000 of common stock and 5,000,000 preferred stock) will be repurchased and canceled (the “Cancelled Shares”). As a result of the cancellation of the Cancelled Shares and the Share Exchange, Stark had 102,379,935 shares of common stock issued and outstanding following the Share Exchange. As a result of the Share Exchange, we are now a public company in development stage, engaged in selling fuel additive products in China.

 

China Greenstar’s shareholders deposited $350,000 into an escrow account. Immediately prior to the share exchange, and as a condition to its consummation, a portion of the deposit amounting to US$134,646 was released from escrow and paid to Stark Beneficial Shareholder for the Cancelled Shares, and the other portion of deposit amounting to US$215,354 was released from escrow and paid to creditors on behalf of Stark Beneficial Shareholder.

 

As a result of the transactions described above, we became the record and beneficial owner of 100% of the share capital of China Greenstar and therefore own 100% of the share capital of its subsidiaries indirectly.

 

As of September 30, 2014, we have (1) preferred stock, $0.001 par value; 20,000,000 shares authorized; 5,000,000 shares of series B preferred stock designated, issued and outstanding, and (2) common stock, $0.001 par value; 300,000,000 shares authorized; 2,379,935 shares issued and outstanding. As a result of the share exchange, we will have 300,000,000 shares of common stock authorized, 102,379,935 shares of common stock issued and outstanding.

 

Pursuant to the terms of the Exchange Agreement, China Greenstar’s officers and directors were appointed as our officers and directors, and Michael Anthony resigned as our President, CEO and sole director. However, the change in our board of directors will not be effective until 10 days after the mailing of a Schedule 14F Information Statement to our shareholders, which we expect to do promptly after the closing of the Share Exchange.

 

The transaction was account for a reverse acquisition whereby China Greenstar was considered to be the accounting acquirer as it retained control of Stark after the Share Exchange.

 

China Greenstar was incorporated in the British Virgin Islands on July 29, 2014. On August 11, 2014, China Greenstar became the parent holding company of a group of companies comprised of Greenstar Group (HK) Limited, a Hong Kong company, which established and is the parent company of Shenzhen Greenstar Technology Co., Ltd., a wholly foreign-owned enterprise established in the People’s Republic of China.

 

Assumptions and Adjustments:

 

(A)	Reflects the cancellation of 2,100,000 shares of common stock, 5,000,000 shares of serious B preferred stock and the issuance of 102,100,000 shares of common stock to the China Greenstar’s shareholders, in exchange for delivery by China Greenstar’s shareholders to Stark of $350,000 in cash and its China Greenstar common stock free and clear of all liens, resulting in 102,379,935 total shares of common stock issued and outstanding after the Share Exchange.   At closing, common stock of China Greenstar will be reclassified to additional paid-in-capital to reflect the additional shares of common stock issued as part of the Share Exchange.
(B)	Elimination of Stark’s capital accounts and accumulated deficit as result of recapitalization. In addition, reflects payments of all liabilities of Stark prior to the closing of the Share Exchange.