UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended:September 30, 2011
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission File Number:333-144888
CHINA SHESAYS MEDICAL COSMETOLOGY INC.
(Exact Name of Registrant as Specified in Its Charter)
| Nevada | 01-0660195 |
| (State or Other jurisdiction of Incorporation or | (I.R.S. Employer Identification No.) |
| Organization) | |
| Sichuan SHESAYS Cosmetology Hospital Co., Ltd. | |
| New No. 83, Xinnan Road, Wuhou District, Chengdu | |
| City, Sichuan Province, P.R. China | 610041 |
| (Address of Principal Executive Offices) | (Zip Code) |
(86) 028-8548-2277
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [_]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [X] No [_]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [_] Accelerated filer [_] Non-accelerated filer [_] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [_] No [X]
As of November 12, 2011, there were a total of 18,600,012 shares of the registrant’s common stock outstanding, $0.001 par value.
Table of Contents
| Page | |
| PART I - FINANCIAL INFORMATION | |
| Item 1. Financial Statements. | 1 |
| Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. | 2 |
| Item 3. Quantitative and Qualitative Disclosure About Market Risk. | 9 |
| Item 4. Controls and Procedures. | 9 |
| PART II - OTHER INFORMATION | |
| Item 1. Legal Proceedings. | 11 |
| Item 1A. Risks Factors. | 11 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. | 23 |
| Item 3. Defaults Upon Senior Securities. | 23 |
| Item 4. (Removed and Reserved). | 23 |
| Item 5. Other Information. | 23 |
| Item 6. Exhibits. | 23 |
| SIGNATURES | 24 |
i
INTRODUCTION
In this Form 10-Q, unless indicated otherwise, references to:
- “We,” “us,” “our” and the “Company” refer to China SHESAYS Medical Cosmetology Inc. (“China SHESAYS”) and its subsidiaries;
- “Securities Act” refers to the Securities Act of 1933, as amended, and “Exchange Act” refer to Securities Exchange Act of 1934, as amended;
- “China” and “PRC” refer to the People's Republic of China;
- “RMB” refers to Renminbi, the legal currency of China; and
- “U.S. dollar,” “$” and “US$” refers to the legal currency of the United States. For all U.S. dollar amounts reported, the dollar amount has been calculated on the basis that $1 = RMB 6.591 for its December 31, 2010 audited balance sheet, and $1 = RMB 6.3780 for its September 30, 2011 unaudited balance sheet, which were determined based on the currency conversion rate at the end of each respective period. The conversion rates of $1 = RMB 6.4966 is used for the condensed consolidated statement of operations and comprehensive income and consolidated statement of cash flows for the nine months ended September 30, 2011, and $1= RMB 6.8164 is used for the condensed consolidated statement of operations and comprehensive income and consolidated statement of cash flows for the nine months ended September 30, 2010; both of which were based on the average currency conversion rate for each respective period.
ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Information contained in this report includes some statements that are not purely historical fact and that are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are contained principally in the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology.
The forward-looking statements herein represent our expectations, beliefs, plans, intentions or strategies concerning future events, including, but not limited to those concerning our future financial performance, our corporate strategy and operational plans. Our forward-looking statements are based on our current expectations and beliefs concerning future developments, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Moreover, our forward-looking statements are subject to various known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements, including: (a) those risks and uncertainties related to general economic conditions in China, including regulatory factors that may affect such economic conditions; (b) whether we are able to manage our planned growth efficiently and operate profitable operations, including whether our management will be able to identify, hire, train, retain, motivate and manage required personnel or that management will be able to successfully manage and exploit existing and potential market opportunities; (c) whether we are able to generate sufficient revenue or obtain financing to sustain and grow our operations; and (d) whether we are able to successfully fulfill our primary requirements for cash, which are explained below under “Liquidity and Capital Resources.”
Except as required by applicable laws, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
iii
PART I – FINANCIAL INFORMATION
CHINA SHESAYS MEDICAL COSMETOLOGY INC.