DALIAN CAPITAL GROUP, INC.
FORM 10-K/A
( Annual Report of Financial Condition )
Filed December 1, 2009 for the year ending 12/31/08
Address 900, 850 West Hastings Street
Vancouver
BC V6C 1E1 Canada
Telephone 604-801-5022
Fiscal Year 12/31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended
December 31, 2008.
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 : 000-52185
Dalian Capital Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware N/A
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
850 West Hastings Street, Suite 900,
Vancouver, BC V6C 1E1, Canada
(Address of principal executive offices,
including zip code)
604-801-5022
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b)
of the Act: None
Securities registered pursuant to Section 12(g)
of the Act: Common Stock, $0.0001 par value
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes ( ) No ( X )
Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes ( ) No ( X )
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 ( ) No ( )
Indicate by check if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. ( X )
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a not-accelerated
filer, or a smaller reporting company. See the definitions
of "large accelerated filer," "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange
Act.
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 Act).
Yes ( X ) No ( )
The aggregate market value of the voting and non-voting
common equity held by non-affiliates as of issuer cannot be
determine as the shares are not quoted in any exchange.
At November 30, 2009, the Company had outstanding of
1,390,000 shares of Common Stock, $0.0001 par value per
share.
DALIAN CAPITAL GROUP, INC.
FORM 10-K
For the Fiscal Year Ended December 31, 2008
TABLE OF CONTENTS
PART 1 Page
Item 1 Description of Business 1 - 2
Item 1A Risk Factors 2 - 5
Item 1B Unresolved Staff Comments 5
Item 2 Properties 6
Item 3 Legal Proceedings 6
Item 4 Submission of Matters to a Vote
of Security Holders 6
PART 2
Item 5 Market for the Registrant's Common
Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities 6
Item 6 Selected Financial Data 7
Item 7 Management's Discussion and Analysis
of Financial Condition and Results
of Operations 7 - 9
Item 7A Quantitative and Qualitative
Disclosures about Market Risk 9
Item 8 Financial Statements and Supplementary Data 9 - 16
Item 9 Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure 17
Item 9A Controls and Procedures 17
Item 9B Other Information 17
PART 3
Item 10 Directors, Executive Officers and
Corporate Governance 17
Item 11 Executive Compensation 18
Item 12 Security Ownership of Certain Beneficial
Owners and Management and Related
Stockholder Matters 18
Item 13 Certain Relationships and Related
Transactions, and Director Independence 18
Item 14 Principal Accountant Fees and Services 18
PART 4
Item 15 Exhibits and Financial Statement Schedules 19 - 24
Signatures
Exhibit Index
PART 1
ITEM 1. DESCRIPTION OF BUSINESS
Dalian Capital Group, Inc. ( the "Company" or the " Registrant" ) was
incorporated in the State of Delaware on May 31, 2006. 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 and has made no efforts to identify a possible
business combination. As a result, the Company has not conducted
negotiations or entered into a letter of intent concerning any target
business. The business purpose of the Company is to seek the acquisition
of, or merger with, an existing company.
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 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. 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
a business rather than immediate, short-term earnings. 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.
The analysis of new business opportunities has and will be undertaken by
or under the supervision of the officers and directors of the Registrant.
The Registrant has considered potential acquisition transactions with
several companies, but as of this date has not entered into any Letter
of Intent or other agreement with any party. The Registrant has
unrestricted flexibility in seeking, analyzing and participating in
potential business opportunities. In its effort to analyze potential
acquisition targets, the Registrant will consider the following kinds
of factors :-
( a ) Potential for growth, indicated by new technology, anticipated market
expansion or new products;
( b ) Competitive position as compared to other firms of similar size and
experience within the industry segment as well as within the industry as
a whole;
( c ) Strength and diversity of management, either in place or scheduled
for recruitment;
( d ) Capital requirements and anticipated availability of required funds,
to be provided
1
by the Registrant or from operations, through the sale of additional
securities, through joint ventures or similar arrangements or from other
sources;
( e ) The cost of participation by the Registrant as compared to the
perceived tangible and intangible values and potentials;
( f ) The extent to which the business opportunity can be advanced;
( g ) The accessibility of required management expertise, personnel,
raw materials, services, professional assistance and other required items;
and
( h ) Other relevant factors.
In applying the foregoing criteria, no one of which will be controlling,
management will attempt to analyze all factors and circumstances and make
a determination based upon reasonable investigative measures and available
data. Potentially available business opportunities may occur in many different
industries, and at various stages of development, all of which will make the
task of comparative investigation and analysis of such business opportunities
extremely difficult and complex. Due to the Registrant's limited capital
available for investigation, the Registrant may not discover or adequately
evaluate adverse facts about the opportunity to be acquired.
It is anticipated that the investigation of specific business opportunities
and the negotiation, drafting and execution of relevant agreements, disclosure
documents and other instruments will require substantial management time and
attention and substantial cost for accountants, attorney and others. If a
decision is made not to participate in a specific business opportunity, the
costs theretofore incurred in the related investigation would not be
recoverable. Furthermore, even if an agreement is reached for the
participation in a specific business opportunity, the failure to consummate
that transaction may result in the loss to the Registrant of the related
costs incurred.
We presently have no employees. Our sole officer and director is engaged in
outside business activities and anticipate that he will devote to our
business only several hours per week until the acquisition of a successful
business opportunity has been consummated. We expect no significant changes
in the number of our employees other than such changes, if any, incident to
a business combination.
ITEM 1A. RISK FACTORS
AN INVESTMENT IN THE COMPANY IS HIGHLY SPECULATIVE IN NATURE AND
INVOLVES AN EXTREMELY HIGH DEGREE OF RISK.
We operate in a dynamic and rapidly changing business environment that
involves substantial risks and uncertainty. Additional risks not presently
known to us, or that we currently deem immaterial, may become important
factors that impair our business operations. Any of these risks could caused,
or contribute to causing, our actual results to differ materially from
expectations. Prospective and existing investors are strongly urged to
carefully consider the various cautionary statements and risks set forth
in this report and our other public filings.
2
OUR BUSINESS IS DIFFICULT TO EVALUATE BECAUSE WE HAVE NO
OPERATING HISTORY.
As the Company has no operating history or revenue and only minimal assets,
there is a risk that we will be unable to continue as a going concern and
consummate a business combination. The Company has had no recent operating
history nor any revenues or earnings from operations since inception. We
have no significant assets or financial resources. We will, in all like
hood, sustain operating expenses without corresponding revenues, at least
until the consummation of a business combination. This may result in our
incurring a net operating loss that will increase continuously until we
can consummate a business combination with a profitable business
opportunity. We cannot assure you that we can identify a suitable business
opportunity and consummate a business combination.
FUTURE SUCCESS IS HIGHLY DEPENDENT ON THE ABILITY OF MANAGEMENT
TO LOCATE AND ATTRACT A SUITABLE ACQUISITION.
The nature of our operations is highly speculative and there is a
consequent risk of loss of your investments. The success of our plan of
operation will depend to a great extent on the operations, financial
condition and management of the identified business opportunity. While
management intends to seek business combination's) with entities having
established operating histories, we cannot assure you that we will be
successful in locating candidates meeting that criterion. In the event we
complete a business combination, the success of our operations may be
dependent upon management of the successor firm or venture partner firm
and numerous other factors beyond our control.
THE COMPANY HAS NO EXISTING AGREEMENT FOR A BUSINESS
COMBINATION OR OTHER TRANSACTION.
We have no arrangement, agreement or understanding with respect to engaging
in a merger with, joint venture with or acquisition of, a private or
public entity. No assurances can be given that we will successfully identify
and evaluate suitable business opportunities or that we will conclude a
business combination. Management has not identified any particular industry
or specific business within an industry for evaluation. We cannot guarantee
that we will be able to negotiate a business combination on favorable terms,
and there is consequently a risk that funds allocated to the purchase of
our shares will not be invested in a company with active business operations.
MANAGEMENT INTENDS TO DEVOTE ONLY A LIMITED AMOUNT OF TIME TO
SEEKING A TARGET COMPANY WHICH MAY ADVERSELY IMPACT OUR ABILITY
TO IDENTIFY A SUITABLE ACQUISITION CANDIDATE.
While seeking a business combination, management anticipates devoting no
more than a few hours per week to the Company's affairs. Our officers have
not entered into written employment agreements with us and are not expected
to do so in the foreseeable future. This limited commitment may adversely
impact our ability to identify and consummate a successful business
combination.
3
ANY POTENTIAL ACQUISITION OR MERGER WITH A FOREIGN COMPANY MAY
SUBJECT US TO ADDITIONAL RISKS.
If we enter into a business combination with a foreign concern, we will be
subject to risks inherent in business operations outside of the United States.
These risks include, for example, currency fluctuations, regulatory problems,
punitive tariffs, unstable local tax policies, trade embargoes, risks
related to shipment of raw materials and finished goods across national
borders and cultural and language differences. Foreign economies may differ
favorably or unfavorably from the United States economy in growth of gross
national product, rate of inflation, market development, rate of savings,
and capital investment, resources self-sufficiency and balance of payments
positions, and in other respects.
THERE IS CURRENTLY NO TRADING MARKET FOR OUR COMMON STOCK.
Outstanding shares of our Common Stock cannot be offered, sold, pledged or
otherwise transferred unless subsequently registered pursuant to, or exempt
from registration under, the Securities Act and any other applicable federal
or state securities laws or regulations. These restrictions will limit the
ability of our stockholders to liquidate their investment.
OUR BUSINESS WILL HAVE NO REVENUES UNLESS AND UNTIL WE MERGE
WITH OR ACQUIRE AN OPERATING BUSINESS.
We are a development stage company and have had no revenues from operations.
We may not realize any revenues unless and until we successfully merge with or
acquire an operating business.
THE COMPANY INTENDS TO ISSUE MORE SHARES IN A MERGER OR
ACQUISITION, WHICH WILL RESULT IN SUBSTANTIAL DILUTION.
Our certificate of incorporation authorizes the issuance of a maximum of
100,000,000 shares of common stock and a maximum of 20,000,000 shares of
preferred stock. Any merger or acquisition effected by us may result in the
issuance of additional securities without stockholder approval and may
result in substantial dilution in the percentage of our common stock held
by our then existing stockholders. Moreover, the common stock issued in any
merger or acquisition transaction may be valued on an arbitrary or no-arm's-
length basis by our management, resulting in an additional reduction in the
percentage of common stock held by our then existing stockholders. Our Board
of Directors has the power to issue any or all of such authorized but
unissued shares without stockholder approval. To the extent that additional
shares of Common Stock or Preferred Stock are issued in connection with a
business combination or otherwise, dilution to the interests of our
stockholders will occur and the rights of the holders of Common Stock might
be materially adversely affected.
WE CANNOT ASSURE YOU THAT FOLLOWING A BUSINESS COMBINATION
WITH AN OPERATING BUSINESS, OUR COMMON STOCK WILL BE LISTED ON
NASDAQ OR ANY OTHER SECURITIES EXCHANGE.
4
Following a business combination, we may seek the listing of our common
stock on NASDAQ or the American Stock Exchange. However, we cannot assure
you that following such a transaction, we will be able to meet the initial
listing standards of either of those or any other stock exchange, or that
we will be able to maintain a listing of our common stock on either of those
or any other stock exchange. After completing a business combination, until
our common stock is listed on the NASDAQ or another stock exchange, we
expect that our common stock would be eligible to trade on the OTC Bulletin
Board, another over-the-counter quotation system, or on the "pink sheets,"
where our stockholders may find it more difficult to dispose of shares or
obtain accurate quotations as to the market value of our common stock. In
addition, we would be subject to an SEC rule that, if it failed to meet the
criteria set forth in such rule, impose various practice requirements on
broker-dealers who sell securities governed by the rule to persons other
than established customers and accredited investors. Consequently, such
rule may deter broker-dealers from recommending or selling our common stock,
which may further affect its liquidity. This would also make it more
difficult for us to raise additional capital following a business
combination.
THERE IS NO PUBLIC MARKET FOR OUR COMMON STOCK, NOR HAVE WE
EVER PAID DIVIDENDS ON OUR COMMON STOCK.
There is no public trading market for our common stock and none is
expected to develop in the foreseeable future unless and until the
Company completes a business combination with an operating business and
such business files a registration statement under the Securities Act of
1933, as amended. Additionally, we have never paid dividends on our Common
Stock and do not presently intend to pay any dividends in the foreseeable
future. We anticipate that any funds available for payment of dividends
will be re-invested into the Company to further its business strategy.
THESE REGISTRATION STATEMENT CONTAINS FORWARD-LOOKING
STATEMENTS AND INFORMATION RELATING TO US, OUR INDUSTRY AND TO
OTHER BUSINESSES.
These forward-looking statements are based on the beliefs of our
management, as well as assumptions made by and information currently
available to our management. When used in this prospectus, the words
"estimate," "project," "believe," "anticipate," "intend," "expect"
and similar expressions are intended to identify forward-looking
statements. These statements reflect our current views with respect to
future events and are subject to risks and uncertainties that may cause
our actual results to differ materially from those contemplated in our
forward-looking statements. We caution you not to place undue reliance
on these forward-looking statements, which speak only as of the date of
this prospectus. We do not undertake any obligation to publicly
release any revisions to these forward-looking statements to reflect
events or circumstances after the date of this prospectus or to reflect
the occurrence of unanticipated events.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
5
ITEM 2. PROPERTIES
The Company either rents or owns any properties. The Company currently
has no policy with respect to investments or interests in real estate,
real estate mortgages or securities of, or interests in, persons primarily
engaged in real estate activities,
ITEM 3. LEGAL PROCEEDINGS
There are not presently any material pending legal proceedings to which
the Registrant is a party or as to which any of its property is subject,
and no such proceedings are known to the Registrant to be threatened or
contemplated against it.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
For the period from the inception of the Company on May 31, 2006 to
December 31, 2008 there have been no matters submitted to the vote of
the security holders.
PART 2
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED
STOCKHOLDERS MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
( a ) Market Information. The Company's common stock is not trading on
any stock exchange. There has been no market activity in its stock since
its inception through the date of this filing.
( b ) Holders. As of December 31, 2008, there is only one holder of our
common stock.
( c ) Dividends. We have not paid any dividends on our common stock to
date and do not intend to pay dividends prior to the completion of a
business combination. The payment of dividends in the future will be
contingent upon our revenues and earnings, if any, capital requirements
and general financial condition subsequent to completion of a business
combination. The payment of any dividends subsequent to a business
combination will be within the discretion of our then board of directors.
It is the present intention of our board of directors to retain all
earnings, if any, for use in our business operations and, accordingly,
our board does not anticipate declaring any dividends in the foreseeable
future.
Recent Sales of Unregistered Securities and Use of Proceeds
None
Purchasers of Equity Securities by the Small Business Issuer and
Affiliated Purchases
None
6
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data set forth below should be read in conjunction
with "Management's Discussion and Analysis of Financial Condition and
Results of Operations," the financial statements and the related notes
included elsewhere in this Annual Report on Form 10-K.
The statements of operations data for the years ended December 31,
2008, 2007 and 2006 and the balance sheets data at December 31, 2008,
2007and 2006 are derived from our financial statements.
Year Ended December 31,
2008 2007 2006
Statements of Operations Data :
Total revenues - - -
Expenses
Consultation and reorganization expenses 75,000 - 139
Exchange gain / loss 16 - -
General and administration expenses 14,293 - -
------------------------------
Total expenses 89,309 - 139
Net income (loss) (89,309) - (139)
Earnings (loss) per share attributable
to common stockholders : (0.07) (0.00) (0.00)
Shares used in computing net income
(loss) per share 1,390,000 1,390,000 1,390,000
Year Ended December 31,
2008 2007 2006
Balance Sheets Data :
Cash and cash equivalents 390 - -
Working capital (deficit) (89,309) - -
Total assets 390 - -
Total stockholders' equity (deficit) (89,309) - -
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following Management's Discussion and Analysis of Financial Condition and
Results of Operations, as well as information contained in "Risk Factors" in
Part 2, Item 1A and elsewhere in this yearly Report on Form 10K, contains
"forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. We intend that these forward-looking statements be
subject to the safe harbors created by those provisions. Forward-looking
statements are generally written in the future tense and/or are preceded by
words such as "will," "may," "should," "forecast," "could," " expect,"
"suggest," "believe," "anticipate," "intend,"
7
"plan," or other similar words. These statements are not guarantees of future
performance and are subject to risks, uncertainties and other factors, many
of which are beyond our control, are difficult to predict and could cause
actual results to differ materially from those expressed or forecasted in
the forward-looking statements. These risks and uncertainties include, but not
limited to, those described in "Risk Factors" and elsewhere in this report.
Forward-looking statements that were believed to be true at the time made may
ultimately prove to be incorrect or false.
COMPANY OVERVIEW
Dalian Capital Group, Inc. was incorporated in the state of Delaware on May
31, 2006 and has been inactive since inception. Dalian intends to serve as a
vehicle to effect an asset acquisition, merger, exchange of capital stock or
other business combination with a domestic or foreign business.
BUSINESS COMBINATION
The Company's main objective is to achieve long-term growth potential
through a combination with a business. The Company will not restrict the
potential candidate target companies to any specific business, industry or
geographical location and, thus, may acquire any type of business. At
present, the Company has no business opportunities under contemplation for
acquisitions. No assurances can be given that the Company will be successful
in locating or negotiating with any target business.
The Company may consider a business which has recently commenced operations,
is a developing company in need of additional funds for expansion into new
products or markets, is seeking to develop a new product or service, or is
established business which may be experiencing financial or operating
difficulties and is in need of additional capital. In the alternative, a
business combination may involve the acquisition of, or merger with, a
company which does not need substantial additional capital, but which
desires to establish a public trading market for its shares, while avoiding,
among other things, the time delays, significant expense, and loss of voting
control which may occur in a public offering.
Any target business that is selected may be a financially unstable company
or an entity in its early stages of development or growth, including
entities without established records of sales or earnings. In that event, we
will be subject to numerous risks inherent in the business and operations
of financially unstable and early stage or potential emerging growth
companies. In addition, we may effect a business combination with an entity
in an industry characterized by a high level of risk, and, although our
management will endeavor to evaluate the risks inherent in a particular
target business, there can be no assurance that we will properly ascertain
or assess all significant risks.
Our management anticipates that it will likely be able to effect only one
business combination, due primarily to our limited financing, and the
dilution of interest for present and prospective stockholders, which is
likely to occur as a result of our management's plan to offer a controlling
interest to a target business in order to
8
achieve a tax free reorganization. This lack of diversification should be
considered a substantial risk in investing in us, because it will not
permit us to offset potential losses from one venture against gains from
another.
The Company anticipates that the selection of a business combination will
be complex and extremely risky. Because of general economic conditions,
rapid technological advances being made in some industries and shortages
of available capital, our management believes that there are numerous
firms seeking even the limited additional capital which we will have and
/ or the perceived benefits of becoming a publicly traded corporation.
Such perceived benefits of becoming a publicly traded corporation include,
among other things, facilitating or improving the terms on which
additional equity financing may be obtained, providing liquidity for the
principals of and investors in a business, creating a means for providing
incentive stock options or similar benefits to key employees, and offering
greater flexibility in structuring acquisitions, joint ventures and the
like through the issuance of stock. Potentially available business
combinations may occur in many different industries and at various stages
of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely
difficult and complex.
We do not currently intend to retain any entity to act as a " finder " to
identify and analyze the merits of potential target businesses.
OPERATION
The Company has not been active since May 2006 ( inception ). The losses
for the year
ended December 31, 2008 was $89,309 for consultation, reorganization, filing
fees and other expenses. There was no revenue for the year stated above.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
The Company does not hold any derivatives or investments that are subject
to market risk. The carrying values of any financial instruments, approximate
fair value as of those dates because of the relatively short-term maturity
of these instruments which eliminates any potential market risk associated
with such instruments.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
DALIAN CAPITAL GROUP, INC.
INDEX TO FINANCIAL STATEMENTS
Contents Pages
Balance Sheet as at December 31, 2008 10
Statements of Operations for the year ended December 31, 2008 11
Statements of Stockholder's Equity 12
Statements of Cash Flows for the year ended December 31, 2008 13
Notes to the Financial Statements 14 - 16
9
DALIAN CAPITAL GROUP, INC.
(A development stage company)
These financial statements have not been reviewed or audited by our
independent auditors
Balance Sheets As At December 31, 2008 and 2007
(U.S. Dollars)
(Unaudited)
Dec 31, Dec 31,
2008 2007
Assets
Current Assets
Cash 390 -
---------------------
Total Assets $ 390 -
---------------------
Liabilities
Related parties accounts 89,699 -
---------------------
Total Liabilities $ 89,699 -
---------------------
Stockholders' Equity
Preferred Stock, $0.0001 par value
Authorized 20,000,000 shares
No shares issued and outstanding - -
Common stock, $0.0001 par value
Authorized 100,000,000 shares
Issued 1,390,000 shares $ 139 139
Accumulated deficit (89,448) (139)
---------------------
Total Stockholders' Equity (Deficit) (89,309) -
---------------------
Total Liabilities and Stockholders'
(Deficit) $ 390 -
---------------------
The accompanying notes are an integral part of the financial statements
10
DALIAN CAPITAL GROUP, INC.
(A development stage company)
STATEMENTS OF OPERATIONS
(U.S. Dollars)
(Unaudited)
Period from
May 31,
2006
(inception)
Year Ended Year Ended to
December 31 December 31 December 31
2008 2007 2008
------------------------------------
Revenue $ - - -
------------------------------------
Expenses
Bank Service Charges 94 - 94
Consultation and reorganization
expenses 75,000 - 75,139
Exchange gain/loss 16 - 16
Filing fees and expenses 14,199 - 14,199
------------------------------------
Total $ 89,309 - 89,448
------------------------------------
Operating loss $ (89,309) - (89,448)
------------------------------------
Net loss per common shares
- - Basic and Diluted (0.07) (0.00)
Weighted average number of shares
outstanding 1,390,000 1,390,000
The accompanying notes are an integral part of the financial statements
11
DALIAN CAPITAL GROUP, INC.
(A development stage company)
Statements of Stockholders' Equity
For the period May 31, 2006 (inception) through December 31, 2008
(US Dollars)
(Unaudited)
Deficit
Accumulated
Additional During Total
Paid-In Development Stockholders'
Shares Amount Capital Stage Equity
----------------------------------------------------
May 31, 2006
(inception) 1,390,000 139 - - 139
Shares issued
for services
Net loss for the period (139) (139)
----------------------------------------------------
Balance Dec 31, 2007 1,390,000 139 - (139) -
Net loss for the year (89,309) (89,309)
----------------------------------------------------
Balance Dec 31, 2008 1,390,000 139 - (89,448) (89,309)
The accompanying notes are an integral part of the financial statements
12
DALIAN CAPITAL GROUP, INC.
(A development stage company)
STATEMENTS OF CASH FLOWS
For the year ended December 31, 2008
(U.S. Dollars)
(Unaudited)
Period from
May 31, 2006
Year Ended Year Ended (inception) to
Dec. 31 Dec. 31 Dec. 31
2008 2007 2008
-----------------------------------
Cash flow from Operating activities
Net loss for the year / period $ (89,309) - (89,448)
Adjustments to reconcile net
loss to net cash provided by
operations :
Advances from related parties 89,699 - 89,838
Cash flow from Investing activities - - -
Cash flows from Financing activities - - -
-----------------------------------
Net increase in cash and
cash equivalents $ 390 - 390
Cash and cash equivalents
- - beginning of period - - -
-----------------------------------
Cash and cash equivalents
- - end of period $ 390 - 390
-----------------------------------
The accompanying notes are an integral part of the financial statements
13
DALIAN CAPITAL GROUP, INC.
(A development stage company)
NOTES TO FINANCIAL STATEMENTS
December 31, 2008
1. Nature Of Operations And Going Concern
Dalian Capital Group, Inc. was incorporated in the State of Delaware on
May 31, 2006 and has been inactive since inception. The Company intends
to serve as a vehicle to effect an asset acquisition, merger, exchange of
capital stock or other business combination with a domestic or foreign
business.
These financial statements have been prepared in accordance with the
accounting principles generally accepted in the United States applicable
to a going concern which assumes that the Company will realize its assets
and discharge its liabilities in the normal course of business. Realization
values may be substantially different from carrying values, as shown in
the financial statements, should the Company be unable to continue as a
going concern.
As of December 31, 2008 the Company is considered to be in the development
stage as the Company has not generated revenues from operations. The
Company's future operations are dependent upon its ability to obtain third
party financing in the form of debt and equity and ultimately to generate
future profitable operations or income from its operations. The Company is
currently seeking additional funds through future debt or equity financing
to offset future cash flow deficiencies. Such financing may not be available
or may not be available on reasonable terms. The resolution of this going
concern issue is dependent on the realization of management's plans. If
management is unsuccessful in raising future debt or equity financing, the
Company will be required to liquidate assets and curtail or possibly cease
operations.
As of December 31, 2008 the Company had an accumulated deficit of $89,448.
The loss of $89,309 for the year ended December 31, 2008 are for
consultation, reorganization fees, filing fees and other expenses.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared in accordance
with accounting principles generally accepted in the United States. Because
a precise determination of many assets and liabilities is dependent upon
future events the preparation of financial statements for a period
necessarily involves the use of estimates which have been made using
careful judgment.
The financial statements have, in management's opinion, been properly
prepared within reasonable limits of materiality within the framework of
the accounting policies summarized below :
14
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(a) Cash and cash equivalents
The Company considers all short-term investments, including
investments in certificates of deposits, with a maturity date at
purchase of three months or less to be cash equivalents.
(b) Revenue recognition
The Company will record its revenue on the accrual basis, whereby
revenue is recognized upon the sales orders being placed.
Cost is recorded on the accrual basis, when the purchase orders are
placed and operating costs are incurred rather than paid for.
(c) Foreign currencies
The functional currency of the Company is the United States dollar.
Transactions in foreign currencies are translated into United States
dollars at the rates in effect on the transaction date. Exchange gains
or losses arising on translation or settlement of foreign currency
denominated monetary items are included in the statement of operations.
(d) Financial instruments
The Company's financial instruments consists of : cash; promissory
notes receivable; accounts payable and accrued liabilities; and
convertible debentures payable.
Management is of the opinion that the Company is not subject to
significant interest, current or credit risks on the financial
instruments included in these financial statements. The fair market
values of these financial instruments approximate their carrying values.
(f) Income taxes
The Company follows the asset and liability method of accounting for
income taxes. Under this method, current taxes are recognized for the
estimated income taxes payable for the current period.
Deferred income taxes are provided based on the estimated future tax
effects on temporary differences between financial statement carrying
amounts of assets and liabilities and their respective tax bases as well
as the benefit of losses available to be carried forward to future years
for tax purposes.
15
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
(f) Income taxes ( continued )
Deferred tax assets and liabilities are measured using enacted tax
rates that are expected to apply to taxable income in the years in which
those temporary differences are expected to be covered or settled. The
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in operations in the period that includes the enactment date.
A valuation allowance is recorded for deferred tax assets when it is more
likely than not that such deferred tax assets will not be realized.
(g) Loss per share
Loss per share computations are based on the weighted average number
of common shares outstanding during the period. Common share equivalents
consisting of stock options and warrants are not considered in the
computation because their effect would be anti-dilative.
3. SHAREHOLDER'S EQUITY
On May 31, 2006 ( inception ), Dalian issued 1,390,000 shares of common stock
for $139 in services by its founding shareholder.
Preferred Stock
Dalian's board of directors has the authority to establish and fix the
designation, powers, or preferences of preferred shares without further vote
by the shareholders.
Authorized Share Capital
As of December 31, 2008 the Company has :-
Authorized Preferred Stock of 20,000,000 shares at $0.0001 par value and
authorized Common Stock of 100,000,000 shares at $0.0001 par value.
As of November 30, 2009 the Company has issued and outstanding of 1,390,000
shares of Common Stock with par value of $0.0001.
16
ITEM 9A. CONTROLS AND PROCEDURES
As supervised by our board of directors and our principal
executive and principal financial officers, management has
established a system of disclosure controls and procedures
and has evaluated the effectiveness of that system. The
system and its evaluation are reported on in the below
Management's Annual Report on Internal Control over
Financial Reporting. Our principal executive and financial
officer has concluded that our disclosure controls and
procedures (as defined in the 1934 Securities Exchange Act
Rule 13a-15(e)) as of December 31, 2008, are effective,
based on the evaluation of these controls and procedures
required by paragraph (b) of Rule 13a-15.
Management's Annual Report on Internal Control over
Financial Reporting
Management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such
term is defined in Rule 13a-15(f) of the Securities
Exchange Act of 1934 (the "Exchange Act"). Internal
control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial
statements for external purposes in accordance with U.S.
generally accepted accounting principles.
Management assessed the effectiveness of internal control
over financial reporting as of December 31, 2008. We
carried out this assessment using the criteria of the
Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control-Integrated Framework.
This annual report does not include an attestation report
of our registered public accounting firm regarding internal
control over financial reporting. Management's report was
not subject to attestation by our registered public
accounting firm, pursuant to temporary rules of the
Securities and Exchange Commission that permit us to
provide only management's report in this annual report.
Management concluded in this assessment that as of December
31, 2008, our internal control over financial reporting is
effective.
17
There have been no changes in our internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-
15(f) under the Exchange Act) during the fourth quarter of
our 2009 fiscal year that have materially affected, or are
reasonably likely to materially affect, our internal
control over financial reporting.
ITEM 9B. OTHER INFORMATION
None
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
The following table furnishes the information concerning
Company directors and officers as of the date of this
report. The directors of the Registrant are elected every
year and serve until their successors are elected and
qualify. They are
Name Title
Erwin Liem President and Sole Director
Erwin Liem acts as President, Secretary, Treasurer and
Director for the Company. Mr. Liem has served as an officer
and Director of the Company since October 2006.
ITEM 11. EXECUTIVE COMPENSATION
None
18
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of December 31, 2008,
the number of shares of common stock owned of record and
beneficially by executive officers, directors and persons
who hold 5% or more of the outstanding common stock of the
Company. Also included are the shares held by all executive
officers and directors as a group.
Amount and Nature
Of Beneficial Percentage
Name and Address Ownership of Class
Erwin Liem 1,390,000 100%
Ste. 900,
850 West Hastings St.
Vancouver, BC V6C 1E1
Canada
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE
A total of $75,000 for consultation and reorganization
expenses was charged by related company for the year ended
December 31, 2008. Except as otherwise indicated herein,
there have been no other related party transactions, of any
other transactions or relationships required to be
disclosed pursuant to Item 404 of Regulation S-B.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The firm Malone & Bailey, P.C. acts as our principal
accountant. Our former sole officer and director paid
$1,500 on our behalf to Malone & Bailey, P.C. during the
period from May 31, 2006 (inception) to June 30, 2006, for
its audit of our financial statements which were included
in our Form 10SB12G filed with the Securities and Exchange
Commission on August 15, 2006. We have not paid Malone &
Bailey, P.C. any fees for the fiscal year ending December
31, 2008, for audit related or tax fees, or for any other
services.
19
Item 6. Exhibits
31.1 Certification of the Chief Executive Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002, filed
herewith.
31.2 Certification of the Chief Financial Officer pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002, filed
herewith.
32.1 Certification of the Chief Executive Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, filed
herewith.
32.1 Certification of the Chief Financial Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, filed
herewith.
SIGNATURES
In accordance with the Securities Exchange Act of 1934,
this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on
the dates indicated.
Dated: November 30, 2009
DALIAN CAPITAL GROUP, INC.
By: /S/ Erwin Liem
Erwin Liem
Chief Executive Officer
& Director
By: /S/ Michael Lee
Michael Lee
Chief Accounting Officer
20
Exhibit 31.01
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT AND
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Erwin Liem, Director and Chief Executive Officer of
Dalian Capital Group, Inc. certify that :
1. I have reviewed this Annual Report on Form 10-K of
Dalian Capital Group, Inc.
2. Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in
light of the circumstances under which such statements were
made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge, the financial statements, and
other financial information included in this report, fairly
present in all material respects the financial condition,
results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-
15(f) and 15d-15(f)) for the registrant and have :
a. Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be
designed under our supervision, to ensure that
made known to us by others within those entities,
particularly during the period in which this report is
being prepared;
b. Designed such internal control over financial
reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial
reporting and the
21
preparation of financial statements for external purpose in
accordance with general accepted accounting principles;
c. Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the
disclosure controls and procedures,
as of the end of the period covered by this report based on
such evaluation; and
d. Disclosed in this report any change in the registrant's
internal control over financial
reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the
registrant's internal control over financial reporting.
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation of
internal control over financial reporting, to the
registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing
the equivalent functions ):
a. All significant deficiencies and material weaknesses
in the design or operation of internal control over
financial reporting which are reasonably likely to
adversely affect the registrant's ability to record,
process, summarized and report financial information;
and
b. Any fraud, whether or not material, that involves
management or other employees
who have a significant role in the registrant's internal
control over financial reporting.
Dated : November 30, 2009
Signature : /s/ Erwin Liem
Erwin Liem
Director and Chief
Executive Officer
22
Exhibit 31.02
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT AND
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Michael Lee, Chief Accounting Officer of Dalian Capital
Group, Inc. certify that :
1. I have reviewed this Annual Report on Form 10-K of
Dalian Capital Group, Inc.;
2. Based on my knowledge, this report does not contain
any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in
light of the circumstances under which such statements
were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and
other financial information included in this report,
fairly present in all material respects the financial
condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
4. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-
15(f) and 15d-15(f)) for the registrant and have :
a. Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be
designed under our supervision, to ensure that
made known to us by others within those entities,
particularly during the period in which this report is
being prepared;
b. Designed such internal control over financial
reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of
financial reporting and the
16
preparation of financial statements for external purpose in
accordance with general accepted accounting principles;
c. Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant's
internal control over financial
reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the
registrant's internal control over financial reporting.
5. The registrant's other certifying officer and I have
disclosed, based on our most recent evaluation of
internal control over financial reporting, to the
registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing
the equivalent functions ):
a. All significant deficiencies and material weaknesses
in the design or operation of internal control over
financial reporting which are reasonably likely to
adversely affect the registrant's ability to record,
process, summarized and report financial information;
and
b. Any fraud, whether or not material, that involves
management or other employees
who have a significant role in the registrant's internal
control over financial reporting.
Dated : November 30, 2009
Signature : /s/ Michael Lee
Michael Lee
Chief Accounting Officer
17
EXHIBIT 32 .01
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS
ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Dalian
Capital Group, Inc. (the "Registrant") on Form 10-K
for the year ended December 31, 2008, as filed with
the Securities and Exchange Commission on the date
hereof (the "Report"),
I, Erwin Liem, Chief Executive Officer of the
Company, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that to the best of my
knowledge:
(1) The Report fully complies with the
requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
(2) The information contained in the Report
fairly presents, in all material respects, the
financial condition and result of operations of
the Company.
/s/ Erwin Liem
------------
Erwin Liem
Chief Executive Officer
November 30, 2009
18
EXHIBIT 32 .02
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS
ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Dalian
Capital Group, Inc. (the "Registrant") on Form 10-K
for the year ended December 31, 2008, as filed with
the Securities and Exchange Commission on the date
hereof (the "Report"),
I, Michael Lee, Chief Accounting Officer of the
Company, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that to the best of my
knowledge:
(1) The Report fully complies with the
requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
(2) The information contained in the Report
fairly presents, in all material respects, the
financial condition and result of operations of
the Company.
/s/ Michael Lee
-------------
Michael Lee
Chief Accounting Officer
November 30, 2009
19