Nevada
|
|
3670
|
|
26-4309660
|
(State or other jurisdiction of
incorporation or organization)
|
(Primary Standard
Industrial Classification
Code Number)
|
IRS I.D.
|
703, Liven House, 61-63 King Yip Street,
Kwun Tong, Hong Kong.
|
N/A
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class of
securities to be registered
|
Amount to be
registered
|
Proposed
maximum
offering
price per
unit
|
Proposed
maximum
aggregate
offering price
|
Amount of
registration
fee [1] [2]
|
||||||||||||
Common Stock offered by the Selling
Stockholders [3]
|
1,579,000
|
$
|
0.05
|
$
|
78,950
|
$
|
4.01
|
SUMMARY INFORMATION AND RISK FACTORS
|
4
|
RISK FACTORS
|
7
|
USE OF PROCEEDS
|
17
|
DETERMINATION OF OFFERING PRICE
|
17
|
DILUTION
|
17
|
SELLING SHAREHOLDERS
|
17
|
PLAN OF DISTRIBUTION
|
22
|
LEGAL PROCEEDINGS
|
23
|
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
|
24
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
25
|
DESCRIPTION OF SECURITIES
|
26
|
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES LIABILITIES
|
27
|
DESCRIPTION OF BUSINESS
|
27
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
36
|
DESCRIPTION OF PROPERTY
|
43
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
|
43
|
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
|
45
|
EXECUTIVE COMPENSATION
|
47
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
50
|
FINANCIAL STATEMENTS
|
51
|
|
·
|
IP video door phone
|
|
·
|
WiFi video door phone
|
|
·
|
WiFi network for the whole building
|
|
·
|
Energy Saving system for home and building
|
|
·
|
Smart home system, include, lighting control, home appliance control, curtain control
|
|
·
|
Security system, including all kinds of detector and alarm products
|
|
·
|
Intelligent Household Management System that allows text message, picture, video message, report, to all residences of a building. It also allows residents to book club house facilities, send messages, and panic alarm to building management office. With the same system, residents may remote site control their residence
|
|
·
|
Windows Vista Media Center Edition solution
|
|
·
|
transceiver - a wireless device used to transmit RF signal to infrared signal to control heating and air conditioning, all home appliances and audio-visual systems such as DVD, TV, Amplifier, Cable TV, and Stereo.
|
|
·
|
remote controller or internet tablet
|
|
·
|
t.HOME 1 - A USB white box that plugs into a computer USB port that allows the user to use Window Media Center to coordinate with the transceiver for control of home systems, appliances and audio-visual media.
|
|
·
|
Smart home system from Visiomatic – a German made product and solution which uses a panel to control all kinds of home devices.
|
|
·
|
IP Smart - A plug in to a Cisco IP phone to control lighting, curtain and all kinds of appliances. This solution is mainly for hotel, service apartment and office.
|
June 30, 2009
|
March 31, 2009
|
March 31, 2008
|
||||||||||
(unaudited)
|
||||||||||||
Total Assets
|
$ | 234,560 | $ | 214,419 | $ | 332,662 | ||||||
Total Liabilities
|
$ | 286,911 | $ | 145,244 | $ | 778,899 | ||||||
Total Stockholders' Equity (Deficit)
|
$ | (52,351 | ) | $ | 69,175 | $ | (446,237 | ) | ||||
Total Liabilities and Stockholders’ Equity (Deficit)
|
$ | 234,560 | $ | 214,419 | $ | 332,662 |
Three Months
|
Three Months
|
|||||||||||||||
Ended
|
Ended
|
Year ended
|
Year ended
|
|||||||||||||
June 30, 2009
|
June 30, 2008
|
March 31, 2009
|
March 31, 2008
|
|||||||||||||
Total revenues, net
|
$ | 21,539 | $ | 28,063 | $ | 882,685 | $ | 259,822 | ||||||||
Total cost of revenue
|
11,644 | 5,490 | 509,356 | 145,578 | ||||||||||||
Gross profit
|
9,895 | 9,895 | 373,329 | 114,244 | ||||||||||||
Total operating expenses
|
129,751 | 90,920 | 386,934 | 338,972 | ||||||||||||
Loss from operations
|
(119,856 | ) | (69,626 | ) | (13,605 | ) | (224,728 | ) | ||||||||
Total other (expense) income
|
(1,670 | ) | (1,737 | ) | (10,377 | ) | 2,115 | |||||||||
Loss before income taxes
|
(121,526 | ) | (71,363 | ) | (23,982 | ) | (222,613 | ) | ||||||||
Income tax expense
|
- | - | - | - | ||||||||||||
Net loss
|
$ | (121,526 | ) | $ | (71,363 | ) | $ | (23,982 | ) | $ | (222,613 | ) | ||||
Net loss per share – Basic and diluted
|
$ | - | $ | - | $ | - | $ | - | ||||||||
Weighted average shares outstanding
|
40,000,000 | 40,000,000 | 40,000,000 | 40,000,000 |
Name of Customer
|
Amount of Revenues
|
Percentage of
Total Revenues
|
||||||
Grand Tech Construction Limited
|
382,050
|
43
|
%
|
|||||
Shenzhen Bochuang Hi-Tech Company Limited
|
145,371
|
16
|
%
|
|||||
Home Touch Services Limited (related party)
|
127,193
|
14
|
%
|
|
Year ended March 31, 2009
|
|||||||||||
|
Purchases
|
Percentage
of purchases
|
Accounts
payable
|
|||||||||
Jardine One Solution
|
56,532
|
14%
|
-
|
|||||||||
MAG Living (Shenzhen) Co. Limited
|
51,481
|
12%
|
-
|
|||||||||
Shenzhen Bochuang Hi-Tech Company Limited
|
43,669
|
11%
|
||||||||||
151,682
|
37%
|
-
|
|
·
|
Level of government involvement in the economy;
|
|
·
|
Control of foreign exchange;
|
|
·
|
Methods of allocating resources;
|
|
·
|
Balance of payments position;
|
|
·
|
International trade restrictions; and
|
|
·
|
International conflict.
|
|
·
|
None of these issuances involved underwriters, underwriting discounts or commissions.
|
|
·
|
Restrictive legends were and will be placed on all certificates issued as described above.
|
|
·
|
The distribution did not involve general solicitation or advertising.
|
|
·
|
The distributions were made only to investors who were sophisticated enough to evaluate the risks of the investment.
|
|
·
|
None of these issuances involved underwriters, underwriting discounts or commissions;
|
|
·
|
We placed Regulation S required restrictive legends on all certificates issued;
|
|
·
|
No offers or sales of stock under the Regulation S offering were made to persons in the United States;
|
|
·
|
No direct selling efforts of the Regulation S offering were made in the United States.
|
·
|
Access to all our books and records.
|
·
|
Access to all material contracts and documents relating to our operations.
|
·
|
The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.
|
Amount
|
Percentage
|
||||||||||||||||
owned
|
owned
|
||||||||||||||||
Shares to
|
after the
|
after the
|
|||||||||||||||
be offered
|
Percentage
|
offering,
|
offering,
|
||||||||||||||
by the
|
owned
|
assuming
|
assuming
|
||||||||||||||
Selling
|
before
|
all shares
|
all shares
|
Relationship
|
|||||||||||||
Selling Shareholder
|
Stockholders
|
Offering
|
sold [1]
|
sold [1]
|
to us
|
||||||||||||
Liu Jia Min
|
10,000
|
*
|
0
|
0
|
|||||||||||||
Li Mi
|
15,000
|
*
|
0
|
0
|
|||||||||||||
Xu Chen Yuan
|
20,000
|
*
|
0
|
0
|
|||||||||||||
Liu Fang Jun
|
15,000
|
*
|
0
|
0
|
|||||||||||||
Yang Zhong Jie
|
20,000
|
*
|
0
|
0
|
|||||||||||||
Zhang Xiao Ming
|
15,000
|
*
|
0
|
0
|
|||||||||||||
Li Jian Hui
|
15,000
|
*
|
0
|
0
|
|||||||||||||
Zhang Bai Fang
|
30,000
|
*
|
0
|
0
|
|||||||||||||
Chen Min
|
20,000
|
*
|
0
|
0
|
|||||||||||||
Shen Jin Rong
|
15,000
|
*
|
0
|
0
|
|||||||||||||
Zhou Yao Yu
|
15,000
|
*
|
0
|
0
|
|||||||||||||
Xu Ren Hui
|
15,000
|
*
|
0
|
0
|
|||||||||||||
Shi Guo Neng
|
10,000
|
*
|
0
|
0
|
|||||||||||||
Cheng Bang Hui
|
10,000
|
*
|
0
|
0
|
|||||||||||||
Qian Kang Mei
|
20,000
|
*
|
0
|
0
|
|||||||||||||
Chen Sheng Hua
|
30,000
|
*
|
0
|
0
|
Cao Ming
|
14,000
|
*
|
0
|
0
|
|||||||||||||
Yan Yan
|
10,000
|
*
|
0
|
0
|
|||||||||||||
Zhou Tao
|
20,000
|
*
|
0
|
0
|
|||||||||||||
Wang Min Jun
|
20,000
|
*
|
0
|
0
|
|||||||||||||
Gu Xin Lun
|
20,000
|
*
|
0
|
0
|
|||||||||||||
Hu Jing
|
15,000
|
*
|
0
|
0
|
|||||||||||||
Zhou Bo
|
20,000
|
*
|
0
|
0
|
|||||||||||||
Yu Qiang
|
20,000
|
*
|
0
|
0
|
|||||||||||||
Ye Li Hong
|
20,000
|
*
|
0
|
0
|
|||||||||||||
Li Yan Ting
|
20,000
|
*
|
0
|
0
|
|||||||||||||
Xu Guang Rong
|
15,000
|
*
|
0
|
0
|
|||||||||||||
Hu Liang Na
|
15,000
|
*
|
0
|
0
|
|||||||||||||
Zhao Shan Bao
|
20,000
|
*
|
0
|
0
|
|||||||||||||
Li Zhi Hui
|
15,000
|
*
|
0
|
0
|
|||||||||||||
Yi Fei Chen
|
80,000
|
1.95
|
700,000
|
1.75
|
|||||||||||||
Shiu Pao Chen
|
80,000
|
1.07
|
350,000
|
0.87
|
|||||||||||||
Au Yeung Po Leung
|
100,000
|
4.55
|
1,712,000
|
4.3
|
|||||||||||||
Pau Chin Hung
|
100,000
|
3.56
|
1,324,000
|
3.31
|
|||||||||||||
Robert Forstedt
|
70,000
|
1.36
|
476,000
|
1.19
|
|||||||||||||
Nancy Hundt
|
80,000
|
2.29
|
836,000
|
2.09
|
Intrepid Capital, LLC [1]
|
100,000
|
4.84
|
1,836,000
|
4.59
|
|||||||||||||
Gulf Asset Management[2]
|
100,000
|
3.37
|
1,248,000
|
3.12
|
|||||||||||||
Pegasus Asset Management,
[3]
|
100,000
|
4.72
|
1,789,000
|
4.47
|
|||||||||||||
Michael Williams
|
100,000
|
1.42
|
470,000
|
1.17
|
Attorney
|
||||||||||||
Brandon Williams
|
100,000
|
*
|
0
|
0
|
Affiliate of Attorney
|
||||||||||||
Maggie Ensley
|
50,000
|
*
|
0
|
0
|
Affiliate of Attorney
|
||||||||||||
Total
|
1,579,000
|
Name
|
Age
|
Position
|
||
Mr. David Gunawan Ng
|
39
|
Chairman and Executive Director
|
||
Ms. Stella Wai Yau
|
38
|
COO, CFO, Secretary and Director
|
||
Mr. Remus Hung Yat Lam
|
29
|
Sales Director
|
|
·
|
Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
|
|
·
|
Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
|
·
|
Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and
|
|
·
|
Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
|
Name
|
Number of Shares of Common Stock
|
Percentage
|
||||||
Mr. David Gunawan Ng[1]
|
27,680,000
|
69.2
|
%
|
|||||
Ms. Stella Wai Yau [1]
|
27,680,000
|
69.2
|
%
|
|||||
All officers and directors as a group [2 persons]
|
27,680,000
|
69.2
|
%
|
·
|
IP video door phone
|
·
|
WiFi video door phone
|
·
|
WiFi network for the whole building
|
·
|
Energy Saving system for home and building
|
·
|
Smart home system, include, lighting control, home appliance control, curtain control
|
·
|
Security system, including all kinds of detector and alarm products
|
·
|
Intelligent Household Management System that allows text message, picture, video message, report, to all residences of a building. It also allows residents to book club house facilities, send messages, and panic alarm to building management office. With the same system, residents may remote site control their residence
|
·
|
Windows Vista Media Center Edition solution
|
·
|
transceiver - a wireless device used to transmit RF signal to infrared signal to control heating and air conditioning, all home appliances and audio-visual systems such as DVD, TV, Amplifier, Cable TV, and Stereo.
|
·
|
remote controller or internet tablet
|
·
|
t.HOME 1 - A USB white box that plugs into a computer USB port that allows the user to use Window Media Center to coordinate with the transceiver for control of home systems, appliances and audio-visual media.
|
·
|
Smart home system from Visiomatic – a German made product and solution which uses a panel to control all kinds of home devices.
|
·
|
IP Smart - A plug in to a Cisco IP phone to control lighting, curtain and all kinds of appliances. This solution is mainly for hotel, service apartment and office.
|
·
|
Smart home system from Visiomatic – a German made product and solution which uses a panel to control all kinds of home devices.
|
·
|
Lighting Switch from Basalte – a Belgium made modern designed touch switch.
|
·
|
Video door phone from Elcom
|
·
|
Infrastructure from ABB – a European type control system for home and building use. We use this system as backbone and add our own control interface hardware which gives us more flexibility and custom-made to property developers. ABB iBUS system is running on EIB KNX (European Industry Bus) , it is a one wire bus system, low voltage.
A bus system is a wire or collection of wires through which data is transmitted from one part of a computer to another.
|
·
|
Novel, Noble and or Royal lighting switches
|
·
|
curtain controller
|
·
|
transceiver - a wireless device used to transmit RF signal to infrared signal to control heating and air conditioning, all home appliances and audio-visual systems such as DVD, TV, Amplifier, Cable TV, and Stereo.
|
·
|
remote controller or internet tablet
|
o
|
The main different between remote control and web tablet is that there is a preset button and icon on remote controller even you don’t have such kind of devices or you have more than one set, web tablet provides the graphic interface to client and allow to add/delete devices even the devices located at different bedrooms. The scene control
is provided to client custom-made the sequence control of the lighting, curtain and home appliances.
|
·
|
t.HOME 1 - A USB white box that plugs into a computer USB port that allows the user to use Window Media Center to coordinate with the transceiver for control of home systems, appliances and audio-visual media.
|
·
|
tHOME software on Media Center Edition platform.
|
·
|
control and visualization of security systems,
|
·
|
retrieval of information such as stock exchange news, weather forecasts, world news,
|
·
|
regulation of heating and air conditioning,
|
·
|
activation of the answer phone,
|
·
|
Internet access
|
·
|
curtain and window shade control
|
·
|
telephone,
|
·
|
DVD player
|
·
|
video intercom
|
·
|
e-mail
|
·
|
home cinema
|
·
|
traffic reports, world time and many other options.
|
·
|
Remote control operation via a call centre
|
·
|
Hotel:
Finger tip display that allows user and hotel staff to switch on mailbox, close roller shutters, lighting on, and favorite music is played in every room with a director’s personal welcome on the display.
|
·
|
Office:
For presentations and conferences, coordinates technologies such as:
|
o
|
DVD
|
o
|
Digital video
|
o
|
Power Point presentations
|
o
|
Beamer/ projector
|
o
|
Plasma monitor
|
o
|
Multi room and surround systems
|
o
|
Videoconference system
|
Name of Customer
|
Amount of Revenues
|
Percentage of Total Revenues
|
||||||
Grand Tech Construction Limited
|
382,050
|
43
|
%
|
|||||
Shenzhen Bochuang Hi-Tech Company Limited
|
145,371
|
16
|
%
|
|||||
Home Touch Services Limited
|
127,193
|
14
|
%
|
|
Year ended March 31, 2009
|
|||||||||||
|
Purchases
|
Percentage
of purchases
|
Accounts
payable
|
|||||||||
Jardine One Solution
|
56,532
|
14%
|
-
|
|||||||||
MAG Living (Shenzhen) Co. Limited
|
51,481
|
12%
|
-
|
|||||||||
Shenzhen Bochuang Hi-Tech Company Limited
|
43,669
|
11%
|
||||||||||
151,682
|
37%
|
-
|
·
|
ABB for their i-busE IB/KNX system in Hong Kong, Basalt BVBE for their Tacto, Mona and Sentido KNX products in Hong Kong, Macau and Mainland China.
|
·
|
Elcom for their door phone products in China.
|
·
|
Visiomatic for their Visomatic System in the greater China area.
|
·
|
Microsoft/Cisco - $293,447
|
·
|
ABB - $227,104
|
·
|
China Light - $61,523
|
·
|
Megastrength Security Service Co. Ltd. - $103,337
|
NAME
|
GRANTED BY
|
DATE
|
NUMBER
|
|||
USB Wireless Controller
|
Hong Kong
|
December 29, 2006
|
HK1090804
|
|||
Intelligent House-Hold Management System
|
Hong Kong
|
March 16, 2007
|
HK1093867
|
|||
A Visible Doorbell Device
|
Hong Kong
|
August 1, 2008
|
HK1111306
|
|||
Advance computer usage/Audio-Visual/Gaming - Entertainment Automation
|
Hong Kong
|
July 7, 2008
|
HK1116992
|
|||
A Visible Doorbell System
|
Hong Kong
|
August 1, 2008
|
HK1111307
|
·
|
Guangzhou Anjubao Sci-tech Co. Ltd
|
·
|
Shanghai Super Smart Electronics Co. Ltd
|
·
|
TianJin Ruilang Smarthome Co. Ltd
|
·
|
GKB Group
|
·
|
Bright Technologies Co. Ltd
|
·
|
RainRead (China) Intelligence Co., Ltd
|
·
|
BoChuang Corporation Group
|
·
|
Xiamen Genway Security Technology Development Co., Ltd.
|
·
|
Aurine Group Co. Ltd
|
·
|
Haier Home Group
|
·
|
Intexact - Intexact is a small company specializes in personalized solutions for Intelligent Homes. It mainly focuses in high end intelligent home solution. Many of their job references are from single apartment.
|
·
|
Cypress Asia Group – Cypress focuses on larger projects. It has its own architecture, consultant and design company.
|
·
|
Nixon Technology – A traditional security systems provider. With many years security alarm installation experience, it claims to provide total solutions of intelligent building systems. It is the official distributor of Samsung home automation system.
|
·
|
Design
|
o
|
We are an experienced design team of 5 people. All our patented solutions and products design is done in house.
|
·
|
Brand awareness
|
o
|
We are the only smart home system solution provider which spending our effort on brand building. For instance, one of our project Soho 38, we build our brand in the same platform with Microsoft, Cisco and Hewlett Packard.
|
·
|
Cost advantage + flexibility
|
o
|
We have both our own development solution and distribution of well known brands like Visiomatic, Elcom, Basalte and ABB. In this case, we believe we offer a cost advantage by providing the tailor-made and flexibility solution and products to customers.
|
·
|
Clerical – One
|
·
|
Operations – One
|
·
|
Administrative – One
|
·
|
Management – One
|
·
|
Sales – Three
|
·
|
Technical – Three
|
·
|
Automation System – Three
|
·
|
Marketing - One
|
March 31,2009
|
March 31, 2009
|
|||||||
Bank loans, payable to financial institutions in Hong Kong:
|
||||||||
Equivalent to HK$300,000 with interest rate at 6.84% per annum payable monthly, repayable by April 24, 2009, guaranteed by one director of our company
|
$
|
1,603
|
$
|
1,603
|
||||
Equivalent to HK$300,000 with interest rate at 7.8% per annum payable monthly, repayable by October 4, 2009, guaranteed by the directors of our company
|
7,810
|
12,618
|
||||||
Equivalent to HK$1,200,000 with annual interest rate at
0.5% over Hong Kong prime rate payable monthly, repayable by May 3, 2012, guaranteed by the local government of Hong Kong Special Administrative Region and the directors of the Company
|
149,905
|
|||||||
Total
|
157,715
|
14,221
|
||||||
Less: current portion of bank loans
|
(56,527
|
)
|
(14,221
|
)
|
||||
Bank loans, net of current portion
|
$
|
101,188
|
$
|
-
|
|
·
|
Address: Rooms 703, 705 and 706, Liven House, 61-63 King Yip Street, Kwun Tong, Hong Kong
|
|
·
|
Number of Square Feet: 4,450
|
|
·
|
Name of Landlord: Smartway Investment Development Limited
|
|
·
|
Term of Lease: October 27, 2008 to October 26, 2011
|
|
·
|
Monthly Rental: $4,487
|
|
·
|
Adequate for current needs: Yes
|
Name
|
Title
|
Year
|
Salary
|
Bonus
|
Stock
awards
|
Option
awards
|
Non
equity
Incen-
tive
plan
com-
pen-
sation
|
Non
qualified
deferred
compensa-
tion
|
All other
Compensa-
tion
|
Total
|
||||||||||||||||||||||||||
Mr.
David
Gunawan
Ng
|
Chairman and Executive Director
|
2009
|
$
|
22,436
|
0
|
0
|
0
|
0
|
0
|
0
|
$
|
22,436
|
||||||||||||||||||||||||
Ms. Stella Wai Yau
|
COO and CFO
|
2009
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||||||||||||||
Mr. Remus Hung Yat Lam
|
Sales Director
|
2009
|
$
|
36,234
|
$
|
1,154
|
0
|
0
|
0
|
0
|
0
|
$
|
37,388
|
|||||||||||||||||||||||
Mr. David Gunawan Ng
|
Chairman and Executive Director
|
2008
|
$
|
38,462
|
0
|
0
|
0
|
0
|
0
|
0
|
$
|
38,462
|
||||||||||||||||||||||||
Ms. Stella Wai Yau
|
COO and CFO
|
2008
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
||||||||||||||||||||||||||
Mr. Remus Hung Yat Lam
|
Sales Director
|
2008
|
$
|
27,356
|
$
|
2,051
|
0
|
0
|
0
|
0
|
0
|
$
|
29,407
|
Name
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
Of
Unearned
Shares,
Units or
Other
Rights
That
Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have
Not
Vested
($)
|
|||||||||||||||||||||||||||
Mr. David Gunawan Ng
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
Ms. Stella Wai Yau
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||
Mr. Remus Hung Yat Lam
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
|
·
|
Commencement: December 1, 2006
|
|
·
|
Termination: One month written notice or payment in lieu will be required to terminate the appointment by the Company. He can quit with 30 day notice.
|
|
·
|
Compensation: $2,307.69 per month and Commission of 3% of the Sales Turnover
|
|
·
|
any outstanding option or other equity-based award repriced or otherwise materially modified (such as by extension of exercise periods, the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the bases upon which returns are determined;
|
|
·
|
any waiver or modification of any specified performance target, goal or condition to payout with respect to any amount included in non-stock incentive plan compensation or payouts;
|
|
·
|
any option or equity grant;
|
|
·
|
any non-equity incentive plan award made to a named executive officer;
|
|
·
|
any nonqualified deferred compensation plans including nonqualified defined contribution plans; or
|
|
·
|
any payment for any item to be included under All Other Compensation in the Summary Compensation Table.
|
Name
|
|
Year
ended
March
31,
2009
|
|
|
Fees
earned
or paid
in cash
($)
|
|
|
Stock
awards
($)
|
|
|
Option
awards
($)
|
|
|
Non-equity
incentive plan
compensation
($)
|
|
|
Nonqualified
deferred
compensation
earnings
($)
|
|
|
All other
compensation
($)
|
|
|
Total
($)
|
|
||||||||
Mr.
David
Gunawan
Ng and
Ms.
Stella
Wai
Yau
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Fiscal years ended March 31, 2009 and 2008
|
Page
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
Consolidated Balance Sheets
|
F-3
|
Consolidated Statements of Operations
|
F-4
|
Consolidated Statements of Cash Flows
|
F-5
|
Consolidated Statements of Stockholders’ Equity (Deficit)
|
F-6
|
Notes to Consolidated Financial Statements
|
F-7 – F-19
|
Three months ended June 30, 2009
|
|
Condensed Consolidated Balance Sheet as of June 30, 2009 (unaudited) and March 31, 2009 (audited)
|
F-20
|
Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended June 30, 2009 and 2008 (unaudited)
|
F-21
|
Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2009 and 2008 (unaudited)
|
F-22
|
Condensed Consolidated Statement of Stockholders’ (Deficit) Equity for the three months ended June 30, 2009 (unaudited)
|
F-23
|
Notes to Condensed Consolidated Financial Statements
|
F-24 – F-33
|
As of March 31,
|
||||||||
2009
|
2008
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 17,391 | $ | 108,000 | ||||
Restricted cash held in escrow
|
- | 47,436 | ||||||
Accounts receivable, trade
|
17,111 | 7,913 | ||||||
Accounts receivable, related party
|
6,108 | - | ||||||
Inventories
|
116,713 | 141,753 | ||||||
Deposits and other current assets
|
35,378 | 18,128 | ||||||
Total current assets
|
192,701 | 323,230 | ||||||
Non-current assets:
|
||||||||
Plant and equipment, net
|
21,718 | 9,432 | ||||||
TOTAL ASSETS
|
$ | 214,419 | $ | 332,662 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 1,347 | $ | 15,675 | ||||
Current portion of long-term bank loans
|
14,221 | 38,222 | ||||||
Amounts due to related parties
|
- | 382,702 | ||||||
Accrued liabilities and other payables
|
129,676 | 123,162 | ||||||
Total current liabilities
|
145,244 | 559,761 | ||||||
Long-term liabilities:
|
||||||||
Note payable, related party
|
- | 205,128 | ||||||
Long-term bank loans
|
- | 14,010 | ||||||
Total long-term liabilities
|
- | 219,138 | ||||||
Total liabilities
|
145,244 | 778,899 | ||||||
Commitments and contingencies
|
||||||||
Stockholders’ equity (deficit):
|
||||||||
Preferred stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding
|
- | - | ||||||
Common stock, $0.001 par value; 100,000,000 shares authorized; issued and outstanding: 40,000,000 shares
|
40,000 | 40,000 | ||||||
Additional paid-in capital
|
539,394 | - | ||||||
Accumulated deficit
|
(510,219 | ) | (486,237 | ) | ||||
Total stockholders’ equity (deficit)
|
69,175 | (446,237 | ) | |||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
$ | 214,419 | $ | 332,662 |
Years ended March 31,
|
||||||||
2009
|
2008
|
|||||||
REVENUES, NET:
|
||||||||
Product sales
|
$ | 37,337 | $ | 81,138 | ||||
Product sales, related party
|
13,682 | - | ||||||
Project revenue
|
572,784 | 178,684 | ||||||
Project revenue, related party
|
131,689 | - | ||||||
Technical service
|
127,193 | - | ||||||
Total revenues, net
|
882,685 | 259,822 | ||||||
COST OF REVENUE:
|
||||||||
Cost of products sold
|
29,793 | 20,741 | ||||||
Cost of projects
|
448,290 | 124,837 | ||||||
Cost of technical service
|
31,273 | - | ||||||
Total cost of revenue
|
509,356 | 145,578 | ||||||
GROSS PROFIT
|
373,329 | 114,244 | ||||||
Operating expenses:
|
||||||||
Selling, general and administrative
|
391,237 | 338,972 | ||||||
Total operating expenses
|
391,237 | 338,972 | ||||||
LOSS FROM OPERATIONS
|
(17,908 | ) | (224,728 | ) | ||||
Other income (expense):
|
||||||||
Interest income
|
7 | 430 | ||||||
Interest expense
|
(6,081 | ) | (4,663 | ) | ||||
Other income
|
- | 6,348 | ||||||
Total other (expense) income
|
(6,074 | ) | 2,115 | |||||
LOSS BEFORE INCOME TAXES
|
(23,982 | ) | (222,613 | ) | ||||
Income tax expense
|
- | - | ||||||
NET LOSS
|
$ | (23,982 | ) | $ | (222,613 | ) | ||
Net loss per share – Basic and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||
Weighted average shares outstanding – Basic and diluted
|
40,000,000 | 40,000,000 |
Years ended March 31,
|
||||||||
2009
|
2008
|
|||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$ | (23,982 | ) | $ | (222,613 | ) | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
||||||||
Depreciation
|
4,957 | 8,106 | ||||||
Loss on disposal of plant and equipment
|
4,303 | - | ||||||
Changes in operating assets and liabilities:
|
||||||||
Restricted cash held in escrow
|
47,436 | (47,436 | ) | |||||
Accounts receivable, trade
|
(9,198 | ) | 10,181 | |||||
Accounts receivable, related party
|
(6,108 | ) | - | |||||
Inventories
|
25,040 | (105,179 | ) | |||||
Deposits and other current assets
|
(17,250 | ) | 381 | |||||
Accounts payable
|
(14,328 | ) | 15,675 | |||||
Accrued liabilities and other payables
|
6,514 | 79,179 | ||||||
Net cash provided by (used in) operating activities
|
17,384 | (261,706 | ) | |||||
Cash flows from investing activities:
|
||||||||
Purchase of plant and equipment
|
(21,546 | ) | (1,262 | ) | ||||
Net cash used in investing activities
|
(21,546 | ) | (1,262 | ) | ||||
Cash flows from financing activities:
|
||||||||
Advances from related parties
|
66,949 | 91,062 | ||||||
Proceeds from note payable
|
153,846 | 230,769 | ||||||
Payment on note payable
|
(269,231 | ) | (25,641 | ) | ||||
Proceeds from long-term bank loans
|
- | 76,923 | ||||||
Payment on long-term bank loans
|
(38,011 | ) | (24,691 | ) | ||||
Net cash (used in) provided by financing activities
|
(86,447 | ) | 348,422 | |||||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
(90,609 | ) | 85,454 | |||||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
108,000 | 22,546 | ||||||
CASH AND CASH EQUIVALENTS, END OF YEAR
|
$ | 17,391 | $ | 108,000 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
||||||||
Cash paid for income tax
|
$ | - | $ | - | ||||
Cash paid for interest
|
$ | 6,081 | $ | 4,663 | ||||
NON-CASH TRANSACTIONS IN INVESTING AND FINANCING ACTIVITIES
|
||||||||
Forfeiture of amounts due to related parties
|
$ | 449,651 | $ | - | ||||
Forfeiture of note payable due to a related party
|
$ | 89,743 | $ | - |
Preferred Stock | Common Stock | |||||||||||||||||||||||||||
No. of share
|
Amount
|
No. of share
|
Amount
|
Additional
paid-in capital
|
Accumulated
deficit
|
Total
stockholders’
(deficit) equity
|
||||||||||||||||||||||
Balance as of April 1, 2007
|
- | $ | - | 40,000,000 | $ | 40,000 | $ | - | $ | (263,624 | ) | $ | (223,624 | ) | ||||||||||||||
Net loss for the year
|
- | - | - | - | - | (222,613 | ) | (222,613 | ) | |||||||||||||||||||
Balance as of March 31, 2008
|
- | - | 40,000,000 | 40,000 | - | (486,237 | ) | (446,237 | ) | |||||||||||||||||||
Net loss for the year
|
- | - | - | - | - | (23,982 | ) | (23,982 | ) | |||||||||||||||||||
Forfeiture of note payable and amounts due to related parties
|
- | - | - | - | 539,394 | - | 539,394 | |||||||||||||||||||||
Balance as of March 31, 2009
|
- | $ | - | 40,000,000 | $ | 40,000 | $ | 539,394 | $ | (510,219 | ) | $ | 69,175 |
l
|
Basis of presentation
|
l
|
Basis of consolidation
|
l
|
Use of estimates
|
l
|
Cash and cash equivalents
|
l
|
Accounts receivable
|
l
|
Inventories
|
l
|
Plant and equipment
|
Depreciable life
|
|
Leasehold improvements
|
Shorter of 3 years or term of lease
|
Furniture, fixtures and office equipment
|
5 years
|
l
|
Impairment of long-lived assets
|
l
|
Revenue recognition
|
l
|
Cost of revenue
|
l
|
Advertising expenses
|
l
|
Retirement plan costs
|
l
|
Product warranty and post service support
|
l
|
Income taxes
|
l
|
Net income (loss) per share
|
l
|
Foreign currencies translation
|
l
|
Segment reporting
|
l
|
Related parties
|
l
|
Fair value of financial instruments
|
l
|
Recent accounting pronouncements
|
As of March 31,
|
||||||||
2009
|
2008
|
|||||||
Rental and utilities deposits
|
$ | 25,705 | $ | 18,128 | ||||
Purchase deposit
|
9,673 | - | ||||||
$ | 35,378 | $ | 18,128 |
As of March 31,
|
||||||||
2009
|
2008
|
|||||||
Leasehold improvements
|
$ | 15,761 | $ | 12,459 | ||||
Furniture and fixtures
|
13,289 | 7,506 | ||||||
29,050 | 19,965 | |||||||
Less: accumulated depreciation
|
(7,332 | ) | (10,533 | ) | ||||
Plant and equipment, net
|
$ | 21,718 | $ | 9,432 |
As of March 31,
|
||||||||
2009
|
2008
|
|||||||
Customer deposits
|
$ | 13,785 | $ | 64,848 | ||||
Customer deposits from related parties
|
52,956 | - | ||||||
Accrued expenses
|
61,021 | 56,657 | ||||||
Other payables
|
1,914 | 1,657 | ||||||
$ | 129,676 | $ | 123,162 |
As of March 31,
|
||||||||
2009
|
2008
|
|||||||
Bank loans, payable to financial institutions in Hong Kong:
|
||||||||
Equivalent to HK$300,000 with interest rate at 6.84% per annum payable monthly, repayable by
April 24, 2009,
guaranteed by one director of the Company |
$ | 1,603 | $ | 20,833 | ||||
Equivalent to HK$300,000 with interest rate at 7.8% per annum payable monthly, repayable by October 4, 2009,
guaranteed by the directors of the Company |
12,618 | 31,399 | ||||||
Total
|
14,221 | 52,232 | ||||||
Less: current portion of bank loans
|
(14,221 | ) | (38,222 | ) | ||||
Long-term bank loans, net of current portion
|
$ | - | $ | 14,010 |
Years ended March 31,
|
||||||||
2009
|
2008
|
|||||||
Loss before income taxes
|
$ | (23,982 | ) | $ | (222,613 | ) | ||
Statutory income tax rate
|
16.5 | % | 17.5 | % | ||||
Income tax at Hong Kong statutory tax rate
|
(3,957 | ) | (38,957 | ) | ||||
Tax effect of non-taxable interest income
|
- | (75 | ) | |||||
Tax effect of depreciation
|
(1,891 | ) | 691 | |||||
Tax effect of non-deductible items
|
710 | - | ||||||
Net operating loss carryforwards
|
5,138 | 38,341 | ||||||
Income tax expense
|
$ | - | $ | - |
As of March 31,
|
||||||||
2009
|
2008
|
|||||||
Deferred tax asset (liabilities):
|
||||||||
Plant and equipment
|
$ | (1,240 | ) | $ | (59 | ) | ||
Net operating loss carryforward
|
75,018 | 74,014 | ||||||
Total net deferred tax assets
|
73,778 | 73,955 | ||||||
Less: valuation allowance
|
(73,778 | ) | (73,955 | ) | ||||
Net deferred tax assets
|
$ | - | $ | - |
(a)
|
For the year ended March 31, 2009, the Company sold its products at its current market value totaling $13,682 to a related company which is controlled by Mr. David Gunawan Ng and Ms. Stella Wai Yau, the directors of the Company in a normal course of business.
|
(b)
|
For the year ended March 31, 2009, the Company provided intelligent home system solutions service at its current market value totaling $131,689 to a related company which is controlled by Mr. David Gunawan Ng and Ms. Stella Wai Yau, the directors of the Company in a normal course of business, with $6,108 of accounts receivable at year-end.
|
(c)
|
For the year ended March 31, 2009, the Company purchased certain products at its current market value totaling $17,397 from a related company which is controlled by Mr. David Gunawan Ng and Ms. Stella Wai Yau, the directors of the Company in a normal course of business.
|
(d)
|
As of March 31, 2009, the Company received the customer deposits of $52,956 from the related company which is controlled by Mr. David Gunawan Ng and Ms. Stella Wai Yau, the directors of the Company, relating to the service agreement of intelligent home system solutions with the contract value of $158,059 at its current market value in a normal course of business.
|
Year ended March 31, 2009
|
March 31, 2009
|
|||||||||||
Revenues
|
Percentage
of revenue
|
Accounts
receivable
|
||||||||||
Customer E
|
$ | 382,050 | 43 | % | $ | 16,941 | ||||||
Customer F
|
145,371 | 16 | % | 6,108 | ||||||||
Customer G
|
127,193 | 14 | % | - | ||||||||
Total:
|
$ | 656,614 | 73 | % | $ | 23,049 |
Year ended March 31, 2008
|
March 31, 2008
|
|||||||||||
Revenues
|
Percentage
of revenue
|
Accounts
receivable
|
||||||||||
Customer A
|
$ | 42,308 | 16 | % | $ | - | ||||||
Customer B
|
38,034 | 15 | % | 3,914 | ||||||||
Customer C
|
30,564 | 12 | % | - | ||||||||
Customer D
|
29,897 | 11 | % | 2,990 | ||||||||
Total:
|
$ | 140,803 | 54 | % | $ | 6,904 |
Year ended March 31, 2009
|
March 31, 2009
|
|||||||||||
Purchases
|
Percentage
of purchases
|
Accounts
payable
|
||||||||||
Vendor A
|
$ | 43,669 | 11 | % | $ | - | ||||||
Vendor B
|
51,481 | 12 | % | - | ||||||||
Vendor D
|
56,532 | 14 | % | - | ||||||||
Total:
|
$ | 151,682 | 37 | % | $ | - |
Year ended March 31, 2008
|
March 31, 2008
|
|||||||||||
Purchases
|
Percentage
of purchases
|
Accounts
payable
|
||||||||||
Vendor A
|
$ | 73,158 | 47 | % | $ | - | ||||||
Vendor B
|
64,199 | 41 | % | - | ||||||||
Vendor C
|
18,259 | 12 | % | 15,675 | ||||||||
Total:
|
$ | 155,616 | 100 | % | $ | 15,675 |
June 30, 2009
|
March 31, 2009
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 16,213 | $ | 17,391 | ||||
Accounts receivable, trade
|
170 | 17,111 | ||||||
Accounts receivable, related party
|
- | 6,108 | ||||||
Inventories
|
129,244 | 116,713 | ||||||
Deposits and other current assets
|
69,359 | 35,378 | ||||||
Total current assets
|
214,986 | 192,701 | ||||||
Non-current assets:
|
||||||||
Plant and equipment, net
|
19,574 | 21,718 | ||||||
TOTAL ASSETS
|
$ | 234,560 | $ | 214,419 | ||||
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 1,347 | $ | 1,347 | ||||
Current portion of long-term bank loans
|
56,527 | 14,221 | ||||||
Accrued liabilities and other payables
|
127,849 | 129,676 | ||||||
Total current liabilities
|
185,723 | 145,244 | ||||||
Long-term liabilities:
|
||||||||
Long-term bank loans
|
101,188 | - | ||||||
Total long-term liabilities
|
101,188 | - | ||||||
Total liabilities
|
286,911 | 145,244 | ||||||
Commitments and contingencies
|
||||||||
Stockholders’ (deficit) equity:
|
||||||||
Preferred stock, $0.001 par value, 10,000,000 shares authorized; no shares issued and outstanding
|
- | - | ||||||
Common stock, $0.001 par value; 100,000,000 shares authorized; issued and outstanding: 40,000,000 shares
|
40,000 | 40,000 | ||||||
Additional paid-in capital
|
539,394 | 539,394 | ||||||
Accumulated deficit
|
(631,745 | ) | (510,219 | ) | ||||
Total stockholders’ (deficit) equity
|
(52,351 | ) | 69,175 | |||||
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
|
$ | 234,560 | $ | 214,419 |
Three months ended June 30,
|
||||||||
2009
|
2008
|
|||||||
”REVENUES, NET:
|
||||||||
Product sales
|
$ | 126 | $ | 6,909 | ||||
Project revenue
|
2,494 | 21,154 | ||||||
Project revenue, related party
|
18,919 | - | ||||||
Total revenues, net
|
21,539 | 28,063 | ||||||
COST OF REVENUE:
|
||||||||
Cost of products sold
|
23 | 1,279 | ||||||
Cost of project
|
11,621 | 5,490 | ||||||
Total cost of revenue
|
11,644 | 6,769 | ||||||
GROSS PROFIT
|
9,895 | 21,294 | ||||||
Operating expenses:
|
||||||||
Selling, general and administrative
|
129,751 | 90,920 | ||||||
Total operating expenses
|
129,751 | 90,920 | ||||||
LOSS FROM OPERATIONS
|
(119,856 | ) | (69,626 | ) | ||||
Other income (expense):
|
||||||||
Interest income
|
4 | 1 | ||||||
Interest expense
|
(1,674 | ) | (1,738 | ) | ||||
Total other expense
|
(1,670 | ) | (1,737 | ) | ||||
LOSS BEFORE INCOME TAXES
|
(121,526 | ) | (71,363 | ) | ||||
Income tax expense
|
- | - | ||||||
NET LOSS
|
$ | (121,526 | ) | $ | (71,363 | ) | ||
Net loss per share – Basic and diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | ||
Weighted average shares outstanding – Basic and diluted
|
40,000,000 | 40,000,000 |
Three months ended June 30,
|
||||||||
2009
|
2008
|
|||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$ | (121,526 | ) | $ | (71,363 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation
|
2,144 | 1,507 | ||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable, trade
|
16,941 | 4,753 | ||||||
Accounts receivable, related party
|
6,108 | - | ||||||
Inventories
|
(12,531 | ) | (155,196 | ) | ||||
Deposits and other current assets
|
(33,981 | ) | - | |||||
Accounts payable, trade
|
- | 38,784 | ||||||
Accrued liabilities and other payables
|
(1,827 | ) | (44,956 | ) | ||||
Net cash used in operating activities
|
(144,672 | ) | (226,471 | ) | ||||
Cash flows from financing activities:
|
||||||||
Advances from related parties
|
- | 32,051 | ||||||
Repayment to a director
|
- | (1,025 | ) | |||||
Proceed from note payable
|
- | 153,846 | ||||||
Proceeds from long-term bank loans
|
153,846 | - | ||||||
Payment on long-term bank loans
|
(10,352 | ) | (9,283 | ) | ||||
Net cash provided by financing activities
|
143,494 | 175,589 | ||||||
NET CHANGE IN CASH AND CASH EQUIVALENTS
|
(1,178 | ) | (50,882 | ) | ||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
17,391 | 108,000 | ||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD
|
$ | 16,213 | $ | 57,118 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
||||||||
Cash paid for income tax
|
$ | - | $ | - | ||||
Cash paid for interest
|
$ | 1,674 | $ | 1,738 |
Preferred Stock
|
Common Stock
|
|||||||||||||||||||||||||||
No. of share
|
Amount
|
No. of share
|
Amount
|
Additional
paid-in capital
|
Accumulated
deficit
|
Total
stockholders’
equity (deficit)
|
||||||||||||||||||||||
Balance as of April 1, 2009
|
- | $ | - | 40,000,000 | $ | 40,000 | $ | 539,394 | $ | (510,219 | ) | $ | 69,175 | |||||||||||||||
Net loss for the period
|
- | - | - | - | - | (121,526 | ) | (121,526 | ) | |||||||||||||||||||
Balance as of June 30, 2009
|
- | $ | - | 40,000,000 | $ | 40,000 | $ | 539,394 | $ | (631,745 | ) | $ | (52,351 | ) |
NOTE
-
1
|
BASIS OF PRESENTATION
|
NOTE
-
2
|
ORGANIZATION AND BUSINESS BACKGROUND
|
NOTE
-
3
|
GOING CONCERN UNCERTAINTIES
|
NOTE
-
4
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
l
|
Use of estimates
|
l
|
Basis of consolidation
|
l
|
Cash and cash equivalents
|
l
|
Accounts receivable
|
l
|
Inventories
|
l
|
Plant and equipment
|
Depreciable life
|
|
Leasehold improvements
|
Shorter of 3 years or term of lease
|
Furniture, fixtures and office equipment
|
5 years
|
l
|
Impairment of long-lived assets
|
l
|
Revenue recognition
|
l
|
Product warranty and post service support
|
l
|
Income taxes
|
l
|
Net loss per share
|
l
|
Foreign currencies translation
|
l
|
Segment reporting
|
l
|
Related parties
|
l
|
Fair value measurement
|
l
|
Recent accounting pronouncements
|
NOTE
-
5
|
DEPOSITS AND OTHER CURRENT ASSETS
|
June 30, 2009
|
March 31, 2009
|
||||||||
(Unaudited)
|
(Audited)
|
||||||||
Rental and utilities deposits
|
$ | 32,762 | $ | 25,705 | |||||
Purchase deposit
|
36,597 | 9,673 | |||||||
$ | 69,359 | $ | 35,378 |
NOTE
-
6
|
LONG-TERM BANK LOANS
|
June 30, 2009
|
March 31, 2009
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Bank loans, payable to financial institutions in Hong Kong:
|
||||||||
Equivalent to HK$300,000 with interest rate at 6.84% per annum payable monthly, repayable by
April 24, 2009, guaranteed by one director of the Company
|
$ | - | $ | 1,603 | ||||
Equivalent to HK$300,000 with interest rate at 7.8% per annum payable monthly, repayable by October 4, 2009, guaranteed by the directors of the Company
|
7,810 | 12,618 | ||||||
Equivalent to HK$1,200,000 with annual interest rate at 0.5% over Hong Kong prime rate payable monthly, repayable by May 3, 2012, guaranteed by the local government of Hong Kong Special Administrative Region and the directors of the Company
|
149,905 | - | ||||||
Total
|
157,715 | 14,221 | ||||||
Less: current portion of bank loans
|
(56,527 | ) | (14,221 | ) | ||||
Bank loans, net of current portion
|
$ | 101,188 | $ | - |
Years ending June 30:
|
||||
2010
|
$ | 56,527 | ||
2011
|
51,465 | |||
2012
|
49,723 | |||
Total long term bank loan
|
$ | 157,715 |
NOTE
-
7
|
ACCRUED LIABILITIES AND OTHER PAYABLES
|
June 30, 2009
|
March 31, 2009
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Customer deposits
|
$ | 181 | $ | 13,785 | ||||
Customer deposits from related parties
|
52,956 | 52,956 | ||||||
Accrued operating expenses
|
72,744 | 61,021 | ||||||
Other payables
|
1,968 | 1,914 | ||||||
$ | 127,849 | $ | 129,676 |
NOTE
-
8
|
INCOME TAXES
|
June 30, 2009
|
March 31, 2009
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Deferred tax asset (liabilities):
|
||||||||
Plant and equipment
|
$ | (1,355 | ) | $ | (1,240 | ) | ||
Net operating loss carryforward
|
99,321 | 75,018 | ||||||
Total net deferred tax assets
|
97,966 | 73,778 | ||||||
Less: valuation allowance
|
(97,966 | ) | (73,778 | ) | ||||
Net deferred tax assets
|
$ | - | $ | - |
NOTE
-
9
|
RELATED PARTY TRANSACTIONS
|
(a)
|
For the period ended June 30, 2009, the Company provided intelligent home system solutions at its current market value totaling $18,919 to a related company which is controlled by Mr. David Gunawan Ng and Ms. Stella Wai Yau, the directors of the Company in a normal course of business, with zero accounts receivable at year-end.
|
(b)
|
For the period ended June 30, 2009, the Company leased out some portion of the office premises to and reimbursed rental charge of $11,538 from a related company, which is controlled by Mr. David Gunawan Ng and Ms. Stella Wai Yau, the directors of the Company, at the market price in accordance with the lease agreement in a normal course of business.
|
(c)
|
As of June 30, 2009, the Company received the customer deposits of $52,956 from the related company which is controlled by Mr. David Gunawan Ng and Ms. Stella Wai Yau, the directors of the Company, relating to the service agreement of intelligent home system solutions with the contract value of $158,059 at its current market value in a normal course of business.
|
NOTE
-
10
|
CONCENTRATIONS OF RISK
|
(d)
|
Major customers
|
Three months ended June 30, 2009
|
June 30, 2009
|
|||||||||||
Revenue
|
Percentage
of revenue
|
Accounts
receivable
|
||||||||||
Customer A
|
$ | 18,919 | 88 | % | $ | - | ||||||
Customer B
|
2,217 | 10 | % | - | ||||||||
Total:
|
$ | 21,136 | 98 | % | $ | - |
NOTE
-
11
|
COMMITMENTS AND CONTINGENCIES
|
(e)
|
Reserve for product warranties
|
(f)
|
Revolving lines of credit
|
ITEM
|
AMOUNT
|
|||
SEC Registration Fee*
|
$ | 4 | ||
Legal Fees and Expenses
|
20,000 | |||
Accounting Fees and Expenses*
|
100,000 | |||
Total*
|
$ | 120,004 |
·
|
None of these issuances involved underwriters, underwriting discounts or commissions.
|
|
·
|
Restrictive legends were and will be placed on all certificates issued as described above.
|
·
|
The distribution did not involve general solicitation or advertising.
|
|
·
|
The distributions were made only to investors who were sophisticated enough to evaluate the risks of the investment.
|
·
|
None of these issuances involved underwriters, underwriting discounts or commissions;
|
|
·
|
We placed Regulation S required restrictive legends on all certificates issued;
|
·
|
No offers or sales of stock under the Regulation S offering were made to persons in the United States;
|
|
·
|
No direct selling efforts of the Regulation S offering were made in the United States.
|
·
|
Access to all our books and records.
|
|
·
|
Access to all material contracts and documents relating to our operations.
|
·
|
The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.
|
1.
|
Articles of Share Exchange *
|
|
2.
|
Share Exchange Agreement *
|
1.
|
Articles of Incorporation Home Touch Holding Company
|
|
2.
|
Bylaws of Home Touch Holding Company
|
3.
|
Memorandum and Articles of Association of Home Touch Limited and Amendment to Memorandum and Articles of Association of Home Touch Limited
|
1.
|
Form of common stock Certificate of the Home Touch Holding Company
(1)
|
1.
|
Legal Opinion of Williams Law Group, P.A.
|
1.
|
Employment Agreement - Mr. Lam
|
|
2.
|
Distribution Agreement - ABB
|
3.
|
Distribution Agreement – Basalte
|
|
4.
|
Distribution Agreement - Basalte
|
5.
|
Distribution Agreement – Elcom
|
|
6.
|
Distribution Agreement – Visiomatic
|
7.
|
Bank loan BEA
|
|
8.
|
Bank loan HSBC
|
9.
|
Line of Credit HSBC
|
|
10.
|
Property Lease with Smartway
|
|
11.
|
OEM Agreement with Shenzhen Bochuang Hi-Tech Company Limited
|
|
12
|
Invoice for charges in Appendix to OEM Agreement with Shenzhen Bochuang Hi-Tech Company Limited *
|
1.
|
Consent of ZYCPA Company Limited, Certified Public Accountants. (formerly Zhong Yi [Hong Kong] C.P.A. Company Limited) *
|
|
2.
|
Consent of Williams Law Group, P.A. (included in Exhibit 5.1) *
|
1.
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
i.
|
To include any prospectus required by
section 10(a)(3)
of the Securities Act of 1933;
|
ii.
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective registration statement.
|
iii.
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
|
2.
|
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
3.
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
4.
|
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
i.
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
|
ii.
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
iii.
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
iv.
|
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
Name
|
Date
|
Signature
|
||||
By:
|
David Gunawan Ng, Chairman and Executive Director, Chief Executive Officer and Principal Executive Officer
|
September 2, 2009
|
/s David Gunawan Ng
Chairman and Executive Director, Chief Executive Officer and Principal Executive Officer
|
SIGNATURE
|
NAME
|
TITLE
|
DATE
|
|||
/s/ David Gunawan Ng
|
David Gunawan Ng
|
Chairman and Executive Director, Chief Executive Officer and Principal Executive Officer
|
September 2, 2009
|
|||
/s/ Stella Wai Yau
|
Stella Wai Yau
|
COO, Chief Financial Officer, Secretary, Principal Accounting Officer and Director
|
September 2, 2009
|
Articles of Exchange
(PURSUANT TO NRS92A.200)
Page 1
|
1)
|
Name and jurisdiction of organization of each constituent entity (NRS92A.200). If there are more than two constituent entities, check box
o
and attach an 8 1/2" x 11" blank
sheet listing the entities continued from article one.
|
Hong Kong
|
Corporation
|
Jurisdiction
|
Entity type*
|
Nevada
|
Corporation
|
Jurisdiction
|
Entity type*
|
2)
|
The undersigned declares that a plan of exchange has been adopted by each constituent entity (NRS92A.200).
|
*
|
Corporation, non-profit corporation, limited partnership, limited-liability limited partnership, limited-liability company or business trust.
|
This form must be accompanied by appropriate fees.
|
Nevada Secretary of State 92A Exchange Page 1
Revised: 3·26-09
|
Articles of Exchange
(PURSUANT TO NRS92A.200)
Page 2
|
3)
|
Owner's approval (NRS92A.200) (options a b, or c must be used for each entity) (if there are more than two constituent entities, check box
o
and attach an 8 1/2", x 11" blank
sheet listing the entities continued from article three):
|
(a)
|
Owner's approval was not required from
|
(b)
|
The plan was approved by the required consent of the owners of *
|
*
|
Unless otherwise provided in the certificate of trust or governing instrument of a business trust, an exchange must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the exchange
|
This form must be accompanied by appropriate fees.
|
Nevada Secretary of State 92A Exchange Page 2
Revised: 3·26-09
|
Articles of Exchange
(PURSUANT TO NRS92A.200)
Page 3
|
(c)
|
Approval of plan of exchange for Nevada non-profit corporation (NRS92A.160):
|
4)
|
Location of Plan of Exchange (check a or b):
|
¨
|
(a) The entire plan of exchange is attached;
|
x
|
(b) |
The entire plan of exchange is on file at the registered office of the acquiring corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the acquiring entity (NRS92A.200).
|
By: /s/ David Gunawan Ng
|
|
Name: David Gunawan Ng
|
|
Title: President
|
By: /s/ David Gunawan Ng
|
|
Name: David Gunawan Ng
|
|
Title: Chairman and Executive Director
|
|
Invoice To:
|
Home Touch Limited
|
Invoice No.: BC060822
|
Room 2107, K Wah Centre, 191 Java Road,
|
P/O
No.:
|
|
North Point, Hong Kong
|
Store No.:
|
|
Tel:852-2330-5200 Fax:852-2330-5174
|
Custom No.:
|
|
Attn:Ms Stella Van
|
Date: 22-Aug-06
|
Model No
|
Description
|
Quantity
|
Unit Price(RMB)
|
Total(RMB)
|
Plastic cover mould charge for switch
|
¥15,000.00
¥15,000.00
|
Authorized Signature:
/s/ Richard Jiang
Richard Jiang
|
Prepared by:
/s/ Richard Jiang
Richard Jiang
|
Invoice To:
|
Home Touch Limited
|
Invoice No.:
BC060919
|
Room 2107, K Wah Centre, 191 Java Road,
|
P/O
No.:
|
|
North Point, Hong Kong
|
Store No.:
|
|
Tel:852-2330-5200 Fax:852-2330-5174
|
Custom No.:
|
|
Attn:Ms Stella Van
|
Date: 19-Sep-06
|
Model No
|
Description
|
Quantity
|
Unit Price(RMB)
|
Total(RMB)
|
Mould charge for computer send board
|
¥30,000.00
|
|||
HTL-R2DF-W
|
Royal two-key smart switch
|
120 |
¥165.00
|
¥19,800.00
|
HTL-R3DF-W
|
Royal three-key smart switch
|
170 |
¥190.00
|
¥32,300.00
|
HTL-NILF-W
|
Transceiver | 160 |
¥188.00
|
¥112,180.00 |
Authorized Signature:
/s/ Richard Jiang
Richard Jiang
|
Prepared by:
/s/ Richard Jiang
Richard Jiang
|