7
YA ZHU SILK, INC.
(A Development Stage Company)
NOTES TO THE CONDENSED INTERIM UNAUDITED FINANCIAL STATEMENTS
May 31, 2011
NOTE 1 – CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at May 31, 2011, and for all periods presented herein, have been made.
Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s August 31, 2010 audited financial statements. The results of operations for the periods ended May 31, 2011 and the same period last year are not necessarily indicative of the operating results for the full years.
NOTE 2 – GOING CONCERN
The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has a working capital deficit of $46,694 and an accumulated deficit of $62,194. The Company does not have a source of revenue sufficient to cover its operation costs giving substantial doubt for it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The Company is funding its initial operations by way of issuing Founder’s shares.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
8
YA ZHU SILK, INC.
(A Development Stage Company)
NOTES TO THE CONDENSED INTERIM UNAUDITED FINANCIAL STATEMENTS
May 31, 2011
NOTE 3 - CAPITAL STOCK
The Company’s capitalization is 75,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.
On August 12 ,2008, the President was issued 5,000,000 common shares for cash, which was received on October 22, 2008.
In December 2010 and January 2011, the Company issued 180,000 common shares at $0.05 for cash.
NOTE 4 - RELATED PARTY TRANSACTIONS
The Company has received $42,704 in non-interest bearing loans from related parties with no specific terms of repayment since inception. $1,500 of these loans were forgiven in February 2010 by a former director of the company. This item was recorded as an increase to Additional Paid in Capital and is reflected in these financial statements accordingly.
As of May 31, 2011 a total of $41,204 in related party loans was outstanding.
NOTE 5 - SUBSEQUENT EVENTS
On June 29, 2011, Ya Zhu Silk, Inc. (“YaZhu”) entered into a master agreement (the “Master Agreement”) with Kunekt Corporation (“Kunekt”), AMS-INT Asia Limited (“AMS”), Ferngrui Yue (“Yue”), Guangzhou Xingwei Communications Technology Ltd. Inc. (“XingWei”), Matt Li (“Li”), Beijing Yiyueqiji Science and Technology Development Ltd. Inc. (“Yiyueqiji”), and Mark Bruk (“Bruk”) whereby the parties agreed to the following:
|
· immediately upon the signing of the Master Agreement, YaZhu, Yue, and XinWie will enter into a share exchange agreement, as described below; |
|
· immediately upon the signing of the Master Agreement, YaZhu, Li, and Yiyueqiji will enter into a share exchange agreement, as described below; |
|
· immediately upon the signing of the Master Agreement, Kunekt and YaZhu will enter into an asset purchase agreement, as described below; |
9
|
· if Kunekt completes a distribution of the YaZhu Shares to the shareholders of Kunekt, within 10 days of the completion of such distribution, Bruk will cancel such number of YaZhu Shares such that Bruk will have no more than 148,917 YaZhu Shares; and |
|
· immediately upon the signing of the Master Agreement, all of the parties to the Master Agreement will enter into a registration rights agreement, as described below. |
On June 29, 2011 and pursuant to the Master Agreement, YaZhu, Yue, and XinWie entered into a share exchange agreement (the “Yue Share Exchange Agreement”), whereby YaZhu will acquire all of the Shares of AMS held by Yue in exchange for the issuance of 1,200,000 shares in the common stock of YaZhu (each, a “YaZhu Share”). The closing of the Yue Share Exchange Agreement will occur 5 business days after the date that AMS, Yiyueqiji and Guangzhou Xinwei Communications Technology Ltd. Inc. provide YaZhu with the information necessary and in the proper form to file a Current Report on Form 8-K that contains Form 10 information about YaZhu after the acquisition of AMS, as required by Item 2.01(f) of Form 8-K, including the consolidated audited financial statements for AMS, Yiyueqiji, and Guangzhou Xinwei Communications Technology Ltd. Inc.
On June 29, 2011 and pursuant to the Master Agreement, YaZhu, Li, and Yiyueqiji entered into a share exchange agreement (the “Li Share Exchange Agreement”), whereby YaZhu will acquire all of the Shares of AMS held by Yue in exchange for the issuance of 3,384,000 YaZhu Shares. The closing of the Li Share Exchange Agreement will occur 5 business days after the date that AMS, Yiyueqiji and Guangzhou Xinwei Communications Technology Ltd. Inc. provide YaZhu with the information necessary and in the proper form to file a Current Report on Form 8-K that contains Form 10 information about YaZhu after the acquisition of AMS, as required by Item 2.01(f) of Form 8-K, including the consolidated audited financial statements for AMS, Yiyueqiji, and Guangzhou Xinwei Communications Technology Ltd. Inc.
On June 29, 2011 and pursuant to the Master Agreement, Kunekt and AMS entered into an asset purchase agreement (the “Asset Purchase Agreement”), whereby Kunekt agreed to sell all of its assets (the “Assets”) to YaZhu (the “Sale”) in consideration of the issuance of 2,480,000 YaZhu Shares to Kunekt. The Sale is subject to Kunekt receiving the approval from its shareholders for the Sale. The closing of the Sale will take place on the later of (i) five business days after Kunekt receives shareholder approval for the Sale; (ii) five business days after the date that AMS, Yiyueqiji and Xinwei provide YaZhu with the information necessary and in the proper form to file a Current Report on Form 8-K that contains Form 10 information about YaZhu after the acquisition of AMS, as required by Item 2.01(f) of Form 8-K, including the consolidated audited financial statements for AMS, Yiyueqiji and Xinwei, or (iii) such other date as the parties hereto mutually agree (the “Closing Date”). Kunekt agreed to use commercially reasonable efforts to obtain approval for the Sale from its shareholders.
On June 29, 2011 and pursuant to the Master Agreement, YaZhu, Kunekt, AMS, Li, Yue, Yiyueqiji, Xinwei and Bruk entered into a registration rights agreement (the “Registration Rights Agreement”) whereby YaZhu agreed to register all YaZhu shares issued pursuant to the Master Agreement or agreements entered into pursuant to the Master Agreement within 120 days of June 30, 2011. YaZhu agreed to pay a penalty provision of 1.5% of the deemed value of the YaZhu Shares, being $1.00 per YaZhu Share, per month if the YaZhu Shares are not registered within 120 days of June 30, 2011. YaZhu agreed to pay all of the expenses of the registration.
In addition to any other rights Kunekt might have under any other agreement, if the YaZhu Shares issued pursuant to the Asset Purchase Agreement are not registered pursuant to an effective registration statement (pursuant to the Registration Rights Agreement) within 240 days of the Closing Date, YaZhu shall execute and deliver to Kunekt all such bills of sale, assignments, instruments of transfer, deeds, assurances, consents
10
and other documents as shall be necessary to effectively transfer the Asset to Kunekt, free and clear of all encumbrances, or any contract to create an encumbrance, unless such encumbrance is permitted by Kunekt.
On June 29, 2011, a subscriber (the “Subscriber”) executed a share subscription agreement with YaZhu, in which the Subscriber subscribed for 40,000 YaZhu Shares for total gross proceeds of $1,000,000. The Subscriber’s subscription was conditional on the Subscriber being transferred 226,667 YaZhu Shares from an existing shareholder of YaZhu, which results in an effective purchase price of $4.75 per YaZhu Share. The Subscriber represented that the Subscriber was a non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) and the YaZhu Shares were issued in an offshore transaction in which we relied on the registration exemption provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.
The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were available to be issued and has determined that there are no further events to disclose.
11
Item 2. Management`s Discussion and Analysis of Financial Condition and Results of Operations
This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.
Overview
YA ZHU SILK, INC. ("Ya Zhu Silk", "the Company", “our” or "we") was incorporated in the State of Nevada as a for-profit company on July 22, 2008. The Company is a development stage company that intends to import and to distribute high quality silk fabric made in China.
Liquidity
The Company has not yet generated any revenue from its operations. As of the fiscal quarter ended May 31, 2011 we had $2,210 of current assets. We incurred operating expenses in the amount of $15,208 in the quarter ended May 31, 2011 compared to $4,542 in the quarter ended May 31, 2010. These operating expenses were comprised of professional fees and office and general expenses.
Our current cash holdings will not satisfy our liquidity requirements and we will require additional financing to pursue our planned business activities. We have registered 2,000,000 of or our common stock for sale to the public. Our registration statement became effective on September 23, 2010 and we are in the process of seeking equity financing to fund our operations over the next 12 months.
Plan of Operation
Management believes that if subsequent private placements are successful, we will generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.
If Ya Zhu Silk is unsuccessful in raising the additional proceeds through a private placement offering it will then have to seek additional funds through debt financing, which would be very difficult for a new development stage company to secure. Therefore, the company is highly dependent upon the success of the anticipated private placement offering described herein and failure thereof would result in Ya Zhu Silk having to seek capital from other resources such as debt financing, which may not even be available to the company. However, if such financing were available, because Ya Zhu Silk is a development stage company with no operations to date, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If Ya Zhu Silk cannot raise additional proceeds via a private placement of its common stock or secure debt financing it would be required to cease business operations. As a result, investors in Ya Zhu Silk common stock would lose all of their investment.
Over the 12 month period starting upon raising enough funds, our Company must raise capital and begin executing its marketing plan. The first stage of our operations over this period is to produce some of our sample fabrics. The first step in producing some printed silk samples are to secure unique fabric designs by contacting the arts department and or graphic design or fashion design departments of various art colleges
12
throughout the United States. The Company anticipates holding a fabric design contest allowing students to submit their patterns and designs, the winner will receive a cash prize that the company has not yet determined. We expect to complete this step within 120 days after raising enough funds. The Company anticipates spending $3,500 dollars securing pattern designs from students.
Once the Company has secured what it believes to be saleable print designs it will then begin contacting mills in China to have them quote on producing the first 250 to 300 yards of fabric to be used in the Company’s sample books. The Company anticipates completing this phase within 180 days after raising enough funds. The Company anticipates spending $15,000 for on its initial fabric stock. The Company will then produce 100 sample books of its print for samples to be sent to potential customers, the company anticipates the cost of 100 sample books to be $5,000 and should be completed within 270 days after raising enough funds.
Once the Company has secured its fabric samples and assembled its sample books the Company will begin contacting business that specialize in custom made women’s clothing, the Company anticipates its initial focus will be in New York, Los Angeles, Chicago, Miami and Palm Springs. The Company anticipates it will begin marketing its sample books within 270 days after raising enough funds. During this period the Company will develop a price list, a sale brochure explaining the exclusive limited print runs of the Company’s fabric and a certificate of authenticity to be shipped with every order the company has budgeted $5,000 for pricelist and brochure, The company will hire commission only sales reps though the United States to attend trade shows and follow-up with potential customers The company has budget $30,000 dollars for its initial sales and marketing efforts. The Company will also develop its website with some online marketing activities, the company has budgeted $15,000. The Company anticipates it will begin generation revenues within 330 days after raising enough funds.
We do not currently have any employees and management does not plan to hire employees at this time. We do not expect the purchase or sale of any significant equipment and has no current material commitments.
Results of Operations
We did not generate any revenue during the quarter ended May 31, 2011. As of the quarter ended May 31, 2011 we had $2,210 in current assets. We incurred operating expenses in the amount of $15,208 in the quarter ended May 31, 2011 compared to $4,542 in the quarter ended May 31, 2010. These operating expenses were comprised of professional fees and office and general expenses. Since inception we have incurred operating expenses of $62,194.
Off Balance Sheet Arrangement
The company is dependent upon the sale of its common shares to obtain the funding necessary to carry its business plan. Our President, Fengrui Yue has undertaken to provide the Company with operating capital to sustain its business over the next twelve month period, as the expenses are incurred, in the form of a non-secured loan. However, there is no contract in place or written agreement securing these agreements. Investors should be aware that Mr. Yue expression is neither a contract nor agreement between him and the company.
Other than the above described situation the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
13
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not required.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer (“CEO”), who is also our Chief Financial Officer (“CFO”), the Company’s principal executive officer and principal financial officer, of the design and effectiveness of our “disclosure controls and procedures” (as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our CEO/CFO concluded that as of the end of the period covered by this report these disclosure controls and procedures were not effective. The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in disclosure controls and procedures which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment as the Company had only one officer (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC Guidelines; and (iii) inadequate security and restricted access to computer systems including insufficient disaster recovery plans; and (iv) no written whistleblower policy. Our CEO/CFO plans to implement appropriate disclosure controls and procedures to remediate these material weaknesses, including (i) appointing additional qualified personnel to address inadequate segregation of duties and ineffective risk management; (ii) adopt sufficient written policies and procedures for accounting and financial reporting and a whistle blower policy; and (iii) implement sufficient security and restricted access measures regarding our computer systems and implement a disaster recovery plan.
Changes in Internal Controls over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during our 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
The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.
No director, officer, or affiliate of the issuer and no owner of record or beneficiary of more than 5% of the securities of the issuer, or any security holder is a party adverse to the small business issuer or has a material interest adverse to the small business issuer.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On June 29, 2011, a subscriber (the “Subscriber”) executed a share subscription agreement with YaZhu, in which the Subscriber subscribed for 40,000 YaZhu Shares for total gross proceeds of $1,000,000. The
14
Subscriber’s subscription was conditional on the Subscriber being transferred 226,667 YaZhu Shares from an existing shareholder of YaZhu, which results in an effective purchase price of $4.75 per YaZhu Share. The Subscriber represented that the Subscriber was a non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) and the YaZhu Shares were issued in an offshore transaction in which we relied on the registration exemption provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote Security Holders
None
Item 5. Other Information
On June 29, 2011, Ya Zhu resigned as a director and officer of our company. Ms. Zhu's resignation was not due to any disagreement with any of our policies, procedures or practices.
On June 29, 2011, we appointed Frank Fengrui Yue as a director and President of our company.
Frank Fengrui Yue – Director and President
Frank Fengrui Yue has extensive experience in the telecom industry based in Beijing. He has worked in the electronics manufacturing, telecom system integration, communications investment areas since mid 1990s. He worked with companies including Shenzhen Electronics Import and Export Corp as a project manager, Beijing ZhongJiaXin Investment Ltd as investment director, Beijing JiaYi Consulting Ltd as President and CEO, and several other telecom companies either as a key management or business development role. We believe that he brings us broad channel and business opportunities in the government and telecom industry for the Great China area. Prior to joining YaZhu as the President and Director, from year 2007 to 2011, he worked as the EVP and division president for Beijing Yuanjin FangYuan Science and Technology company; from 2005-2007, Mr.Yue worked as the investment director with Beijing ZhongJiaXin Investment Ltd.
Family Relationships
As we only have one officer and director, no family relationships exist between any of our directors or executive officers.
Certain Related Transactions and Relationships
Other than as described in Item 1.01 of this Current Report on Form 8-K, we have not been party to any transaction with Mr. Yue since the beginning of our last fiscal year, or any currently proposed transaction with Mr. Yue in which we were or will be a participant and where the amount involved exceeds $120,000, and in which Mr. Yue had or will have a direct or indirect material interest.
15
Item 6. Exhibits
3.1
Articles of Incorporation [1]
3.2
By-Laws [1]
10.1
Master Agreement with Kunekt Corporation, AMS-INT Asia Limited, Ferngrui Yue, Guangzhou Xingwei Communications Technology Ltd. Inc., Matt Li, Beijing Yiyueqiji Science and Technology Development Ltd. Inc., and Mark Bruk.
10.2
Share Exchange Agreement with Ferngrui Yue and Guangzhou Xingwei Communications Technology Ltd. Inc.
10.3
Share Exchange Agreement with Matt Li and Beijing Yiyueqiji Science and Technology Development Ltd. Inc.
10.4
Registration Rights Agreement with Kunekt Corporation, AMS-INT Asia Limited, Ferngrui Yue, Guangzhou Xingwei Communications Technology Ltd. Inc., Matt Li, Beijing Yiyueqiji Science and Technology Development Ltd. Inc., and Mark Bruk.
10.5
Asset Purchase Agreement with Kunekt Corporation.
10.6
Form of Share Subscription Agreement.
31.1
Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
31.2
Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *
32.1
Section 1350 Certification of Chief Executive Officer
32.2
Section 1350 Certification of Chief Financial Officer **
[1] Incorporated by reference from the Company’s filing with the Commission on November 19, 2008.
* Included in Exhibit 31.1
** Included in Exhibit 32.1
16
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
YA ZHU SILK, INC.
BY: /s/ Fengrui Yue
----------------------
Fengrui Yue
President, Secretary Treasurer, Principal Executive Officer,
Principal Financial Officer and sole Director
Dated: July 15, 2011
17
