UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM 10-Q
_______________
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended January 31, 2009
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______to______.
MAXCONCEPT INTERNATIONAL HOLDINGS, INC.
(Exact name of registrant as specified in Charter)
| DELAWARE | | 000-53417 | | 75-3269054 |
(State or other jurisdiction of incorporation or organization) | | (Commission File No.) | | (IRS Employee Identification No.) |
Room 405, 4/F., Wing Ming Industrial Centre
15 Cheung Yue Street, Cheung Sha Wan, Kowloon, Hong Kong
(Address of Principal Executive Offices)
_______________
(852) 61218865
(Issuer Telephone number)
_______________
(Former Name or Former Address if Changed Since Last Report)
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):
Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer o 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 x No o
State the number of shares outstanding of each of the issuer’s classes of common equity, as of March 17, 2009: 100,000 shares of Common Stock.
MAXCONCEPT INTERNATIONAL HOLDINGS, INC.
FORM 10-Q
January 31, 2009
INDEX
PART I-- FINANCIAL INFORMATION
| |
| Management’s Discussion and Analysis of Financial Condition |
| Quantitative and Qualitative Disclosures About Market Risk |
| |
PART II-- OTHER INFORMATION
| |
| |
| Unregistered Sales of Equity Securities and Use of Proceeds |
| Defaults Upon Senior Securities |
| Submission of Matters to a Vote of Security Holders |
| |
| Exhibits and Reports on Form 8-K |
SIGNATURE
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
In the opinion of management, the financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.
The results for the period ended January 31, 2009 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Form 10 filed with the Securities and Exchange Commission for the period ended July 31, 2008.
Maxconcept International Holdings, Inc.
(A Development Stage Company)
Balance Sheets
| | | January 31, 2009 | | | July 31, 2008 | |
| | | (Unaudited) | | | (Audited) | |
| | | | | | | |
| Liabilities and Stockholder’s Equity (Deficit) | |
| | | | | | | |
| Current Liabilities | | | | | | |
| Accounts payable | | $ | - | | | $ | 6,250 | |
| Loan payable – related party | | | 20,748 | | | | 7,550 | |
| | | | 20,748 | | | | 13,800 | |
| | | | | | | | | |
| Stockholder’s Deficit: | | | | | | | | |
| Preferred stock ( $0.00001 par value, 100,000,000 shares authorized, none issued and outstanding) | | | - | | | | - | |
| Common stock ( $0.00001 par value, 500,000,000 shares authorized, 100,000 shares issued and outstanding) | | | 1 | | | | 1 | |
| Deficit accumulated during development stage | | | (20,749 | ) | | | (13,801 | ) |
| | | | | | | | | |
| Total Stockholder’s Deficit | | | (20,748 | ) | | | (13,800 | ) |
| | | | | | | | | |
| Total Liabilities and Stockholder’s Deficit | | $ | - | | | $ | - | |
See accompanying notes to financial statements
Maxconcept International Holdings, Inc.
(A Development Stage Company)
Statements of Operations
| | | | | | | | | Cumulative | |
| | | | | | | | | From | |
| | | | | | | | | July 11, 2008 | |
| | | Three Months Ended January 31, 2009 | | | Six Months Ended January 31, 2009 | | | (Inception) to January 31, 2009 | |
| | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | |
| | | | | | | | | | |
| Operating expenses | | | | | | | | | |
| General and administrative | | | 1,365 | | | | 6,948 | | | | 20,749 | |
| Total operating expenses | | | 1,365 | | | | 6,948 | | | | 20,749 | |
| | | | | | | | | | | | | |
| Net loss | | | 1,365 | | | | 6,948 | | | | 20,749 | |
| | | | | | | | | | | | | |
| Net loss per share – basic and diluted | | | (0.01 | ) | | | (0.07 | ) | | | (0.20 | ) |
| | | | | | | | | | | | | |
| Weighted average number of shares outstanding | | | | | | | | | | | | |
| during the period – basic and diluted | | | 100,000 | | | | 100,000 | | | | 100,000 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
See accompanying notes to financial statements
Maxconcept International Holdings, Inc.
(A Development Stage Company)
Statement of Changes in Stockholder's Deficit
For the Period from July 11, 2008 (inception) to January 31, 2009
| | | | | | | | | | | | | |
| | | | | | Deficit | | | | |
| | | Common Stock | | | Accumulated during | | | | |
| | | Shares | | | Amount | | | Development Stage | | | | |
| | | | | | | | | | | | | |
| Common stock issued for compensation - founder - ($0.00001/share) | | | 100,000 | | | $ | 1 | | | $ | - | | | $ | 1 | |
| | | | | | | | | | | | | | | | | |
| Net loss from July 11, 2008 (inception date) to July 31, 2008 | | | - | | | | - | | | | (13,801) | | | | (13,801) | |
| | | | | | | | | | | | | | | | | |
| Balance July 31, 2008 | | | 100,000 | | | $ | 1 | | | $ | (13,801) | | | $ | (13,800) | |
| | | | | | | | | | | | | | | | | |
| Net loss from August 1, 2008 to January 31, 2009 | | | - | | | | - | | | | (6,948) | | | | (6,948) | |
| Balance January 31, 2009 | | | 100,000 | | | $ | 1 | | | | (20,749) | | | | (20,748) | |
| | | | | | | | | | | | | | | | | |
See accompanying notes to financial statements
Maxconcept International Holdings, Inc.
(A Development Stage Company)
Statement of Cash Flows
| | | Six Months Ended January 31, 2009 | | | Cumulative From July 11, 2008 (Inception) to January 31, 2009 | |
| | | | | | | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | |
| Net loss | | $ | (6,948 | ) | | $ | (20,749 | ) |
| Adjustments to reconcile net loss to net cash used in | | | | | | | | |
| operating activities: | | | | | | | | |
| Stock issued for compensation - founder | | | - | | | | 1 | |
| Changes in operating assets and liabilities: | | | | | | | | |
| decrease in accounts payable | | | (6,250 | ) | | | - | |
| Net Cash Used In Operating Activities | | | (13,198 | ) | | | (20,748 | ) |
| | | | | | | | | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | |
| Loan payable - related party | | | 13,198 | | | | 20,748 | |
| Net Cash Provided By Financing Activities | | | 13,198 | | | | 20,748 | |
| | | | | | | | | |
| Net Increase in Cash | | | - | | | | - | |
| | | | | | | | | |
| Cash - Beginning of Period | | | - | | | | - | |
| | | | | | | | | |
| Cash - End of Period | | $ | - | | | $ | - | |
| | | | | | | | | |
See accompanying notes to financial statements
Maxconcept International Holdings, Inc.
(A Development Stage Company)
Notes to Financial Statements
January 31, 2009
NOTE 1 – Nature of Operations and Summary of Significant Accounting Policies
Nature of operations
Maxconcept International Holdings, Inc. (the “Company”) is a Delaware corporation that was incorporated on July 11, 2008.
The Company intends to effect a business combination with a Chinese based operating company.
Development stage
The Company's financial statements are presented as those of a development stage enterprise. Activities during the development stage primarily include related party debt financing and implementing the business plan.
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America 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. Actual results could differ from those estimates.
A significant estimate during the period included a 100% valuation allowance for deferred taxes due to the Company’s continuing and expected future losses.
Cash and cash equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents.
The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At January 31, 2009, there were no balances that exceeded the federally insured limit.
Earnings per share
Basic loss per share is computed by dividing net loss by weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. At January 31, 2009, the Company had no common stock equivalents that could potentially dilute future earnings per share; however, if present, a separate computation of diluted loss per share would not have been presented, as these common stock equivalents would have been be anti-dilutive due to the Company’s net loss.
Maxconcept International Holdings, Inc.
(A Development Stage Company)
Notes to Financial Statements
January 31, 2009
Fair value of financial instruments
Statement of Financial Accounting Standards No. 107, “Disclosures about Fair Value of Financial Instruments,” requires disclosures of information about the fair value of certain financial instruments for which it is practicable to estimate the value. For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation.
The carrying amount reported in the balance sheet for accounts payable and loan payable – related party approximates fair market value based on the short-term maturity of these instruments.
Segment information
The Company follows Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and Related Information." During the period from date of incorporation until January 31, 2009, the Company only operated in one segment; therefore, segment information has not been presented.
Stock-based compensation
All share-based payments to employees is recorded and expensed in the statement of operations as applicable under SFAS No. 123R, “Share-Based Payment”. The Company has not issued any stock based compensation to its employees since inception.
Non-employee stock based compensation
Stock-based compensation awards issued to non-employees for services are recorded at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines enumerated in Emerging Issues Task Force Issue EITF No. 96-18, “Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services” (“EITF 96-18”). The Company has not issued any non-employee stock based compensation to any third parties since inception.
Income taxes
The Company accounts for income taxes under the liability method in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" under this method, deferred income tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.
Maxconcept International Holdings, Inc.
(A Development Stage Company)
Notes to Financial Statements
January 31, 2009
We adopted the provisions of FASB Interpretation No. 48; “Accounting for Uncertainty in Income Taxes-An Interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments. At January 31, 2009, we did not record any liabilities for uncertain tax position.
Recent accounting pronouncements
In May 2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee Insurance contracts" ("SFAS 163"), SFAS 163 is intended to correct the inconsistencies in the recognition and measurement of claim liabilities by insurance enterprises. This SFAS 163 statement requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. This will result in increasing comparability in financial reporting of financial guarantee insurance contracts by insurance enterprises. The provisions of SFAS 163 are effective for fiscal years beginning after December 15, 2008. The Company does not expect that the adoption will have a material impact on the Company's combined financial position or results of operations.
In May 2008, the FASB issued FSP Accounting Principles Board ("APB") 14-1 "Accounting for Convertible Debt instruments that may be settled in Cash upon Conversion (Including Partial Cash Settlement)" ("FSP APB 14-1"). FSP APB 14-1 requires the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer's non-convertible debt borrowing rate. FSP APB 14-1 is effective for fiscal years beginning after December 15, 2008 on a retroactive basis. As we do not have convertible debt at this time, we currently believe the adoption of FSP APB 14-1 will have no effect on our combined results of operations and financial condition.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date and are not expected to have a material impact on the financial statements upon adoption.
Maxconcept International Holdings, Inc.
(A Development Stage Company)
Notes to Financial Statements
January 31, 2009
Note 2 Going Concern
As reflected in the accompanying financial statements, the Company has a net loss of $20,749 and net cash used in operations of $20,748 for the period ended January 31, 2009; and a working capital deficit of $20,748, deficit accumulated during the development stage of $20,749 and a stockholder’s deficit of $20,748 at January 31, 2009. In addition, the Company is in the development stage and has not yet generated any revenues. The ability of the Company to continue as a going concern is dependent upon the Company's ability to further implement its business plan and to continue to raise funds through debt or equity raises. The financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Note 3 Loan Payable – Related Party
During the period ended January 31, 2009, the Company’s stockholder loaned the Company $20,748. These advances are non-interest bearing, unsecured and due on demand.
Note 4 Stockholder’s Deficit
During the period ended January 31, 2009, the Company issued 100,000 shares of common stock to its founder, having a fair value of $1 ($0.00001/share), for pre-incorporation services.
Note 5 Income Taxes
SFAS 109 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carryforwards. SFAS 109 additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets.
The Company has a net operating loss carryforward for tax purposes totaling $20,749 at January 31, 2009, expiring through the year 2028. Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally greater than a 50% change in ownership). Temporary differences, which give rise to a net deferred tax asset, are as follows:
Significant deferred tax assets at January 31, 2009 are as follows:
| Gross deferred tax assets: | | | |
| Net operating loss carryforwards | | $ | 7,055 | |
| Total deferred tax assets | | | 7,055 | |
| Less: valuation allowance | | | (7,055 | ) |
| Net deferred tax asset recorded | | $ | - | |
The valuation allowance at October 31, 2008 was $6,591. The net change in valuation allowance during the period ended January 31, 2009, was an increase of $464. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of January 31, 2009.
Maxconcept International Holdings, Inc.
(A Development Stage Company)
Notes to Financial Statements
January 31, 2009
The actual tax benefit differs from the expected tax benefit for the period ended January 31, 2009 (computed by applying the U.S. Federal Corporate tax rate of 34% to income before taxes) as follows:
| | | | |
| Expected tax expense (benefit) - Federal | | $ | (7,055 | ) |
| Change in valuation allowance | | | 7,055 | |
| Actual tax expense (benefit) | | $ | - | |
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) in regard to the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of Maxconcept International Holdings, Inc. (“we”, “us”, “our” or the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.
Description of Business
The Company was incorporated in the State of Delaware on July 11, 2008 and maintains its principal executive office at Room 405, 4/F., Wing Ming Industrial Centre, 15 Cheung Yue Street, Cheung Sha Wan, Kowloon, Hong Kong. Since inception, the Company has been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination through the acquisition of, or merger with, an operating business. The Company filed a registration statement on Form 10-SB with the U.S. Securities and Exchange Commission (the “SEC”) on September 15, 2008, and since its effectiveness, the Company has focused its efforts to identify a possible business combination.
The Company, based on proposed business activities, is a “blank check” company. The SEC defines those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Securities Exchange Act 1934, as amended (the “Exchange Act”), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies." Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. The Company is also a “shell company,” defined in Rule 12b-2 under the Exchange Act as a company with no or nominal assets (other than cash) and no or nominal operations. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as we are subject to those requirements.
The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with an operating business. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.
Results of Operation
The Company has not conducted any active operations since inception, except for its efforts to locate suitable acquisition candidates. No revenue has been generated by the Company from July 11, 2008 (Inception) to January 31, 2009. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance. It is management's assertion that these circumstances may hinder the Company's ability to continue as a going concern. The Company’s plan of operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates. For the period ended from July 11, 2008 (Inception) to January 31, 2009, the Company had a net loss of $20,749 comprised exclusively of legal, accounting, audit, and other professional service fees incurred in relation to the filling of the Company’s Registration Statement on Form 10-SB and other related documents.
For the six months ending January 31, 2009, the Company had no activities that produced revenues from operations.
Liquidity and Capital Resources
As of January 31, 2009, the Company’s current liabilities totaled $20,748, comprised exclusively of monies due to stockholders. The following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities:
| | | Six Months Ended January 31, 2009 | | | Cumulative Period from July 11, 2008 (Inception) to January 31, 2009 | |
| Net Cash (Used in) Operating Activities | | $ | (13,198 | ) | | $ | (20,748 | ) |
| Net Cash (Used in) Investing Activities | | $ | - | | | $ | - | |
| Net Cash Provided by Financing Activities | | $ | 13,198 | | | $ | 20,748 | |
| Net Increase in Cash and Cash Equivalents | | $ | - | | | $ | - | |
The Company has no assets and has generated no revenues since inception. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.
Management anticipates seeking out a target company through solicitation. Such solicitation may include newspaper or magazine advertisements, mailings and other distributions to law firms, accounting firms, investment bankers, financial advisors and similar persons, the use of one or more World Wide Web sites and similar methods. No estimate can be made as to the number of persons who will be contacted or solicited. Management may engage in such solicitation directly or may employ one or more other entities to conduct or assist in such solicitation. Management and its affiliates will pay referral fees to consultants and others who refer target businesses for mergers into public companies in which management and its affiliates have an interest. Payments are made if a business combination occurs, and may consist of cash or a portion of the stock in the Company retained by management and its affiliates, or both.
Wong Wa Kei Anthony will supervise the search for target companies as potential candidates for a business combination. Wong Wa Kei Anthony will pay, as his own expenses, any costs he incurs in supervising the search for a target company.
Wong Wa Kei Anthony may enter into agreements with other consultants to assist in locating a target company and may share stock received by it or cash resulting from the sale of its securities with such other consultants. Wong Wa Kei Anthony controls us and therefore has the authority to enter into any agreement binding us. Wong Wa Kei Anthony as our sole officer, director and only shareholder can authorize any such agreement binding us.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required for Smaller Reporting Companies.
Item 4T. Controls and Procedures
a) Evaluation of Disclosure Controls. Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
(b) Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Currently we are not aware of any litigation pending or threatened by or against the Company.
Item 1A. Risk Factors.
None.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None
Item 6. Exhibits and Reports of Form 8-K.
(a) Exhibits
31.1 Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002
32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002
(b) Reports of Form 8-K
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | MAXCONCEPT INTERNATIONAL HOLDINGS, INC. |
| | |
| Date: March 17, 2009 | By: | /s/ Wong Wa Kei Anthony |
| | | Wong Wa Kei Anthony |
| | | President |
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