Item 1. Financial Statements
The accompanying
consolidated balance sheets of Balincan International Inc. at September 30, 2016 and December 31, 2015, and the related consolidated
statements of operations for the nine month periods ended September 30, 2016 and 2015 and the related consolidated statements of
cash flows for the nine month periods ended September 30, 2016 and 2015 have been prepared by management in conformity with United
States generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair
presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring
nature. Operating results for the period ended September 30, 2016, are not necessarily indicative of the results that can be expected
for the fiscal year ending December 31, 2016.
Balincan International Inc. (formerly known as “Alpine Auto
Brokers, Inc.”)
Condensed Consolidated Balance Sheets
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
|
(Unaudited)
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
-
|
|
|
$
|
31,976
|
|
Inventory
|
|
|
-
|
|
|
|
81,040
|
|
|
|
|
|
|
|
|
|
|
Total Current Assets
|
|
|
-
|
|
|
|
113,016
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
-
|
|
|
$
|
113,016
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
Sales tax payable
|
|
$
|
-
|
|
|
$
|
3,220
|
|
Customer deposits
|
|
|
-
|
|
|
|
19,583
|
|
Accounts payable - related parties
|
|
|
-
|
|
|
|
44,002
|
|
Other payable
|
|
|
14,704
|
|
|
|
-
|
|
Total Current Liabilities
|
|
$
|
14,704
|
|
|
$
|
66,805
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and
outstanding
|
|
|
-
|
|
|
|
-
|
|
Common stock: $0.001 par value, 100,000,000 shares authorized, 4,050,000 and 3,000,000 shares
issued and outstanding, respectively *
|
|
|
4,050
|
|
|
|
3,000
|
|
Additional paid-in capital
|
|
|
192,106
|
|
|
|
158,156
|
|
Accumulated deficit
|
|
|
(210,860
|
)
|
|
|
(114,945
|
)
|
Total Stockholders’ Equity
|
|
|
(14,704
|
)
|
|
|
46,211
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
-
|
|
|
$
|
113,016
|
|
* Retroactively restated for effect of 3 for 1 forward stock
split on February 9, 2016
The accompanying notes are an integral part of these unaudited
financial statements.
Balincan International Inc. (formerly known as “Alpine Auto
Brokers, Inc.”)
Condensed Consolidated Statements of Operations (Unaudited)
|
|
For the Three Months Ended
|
|
|
|
September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
REVENUES
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
COST OF SALES
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT (LOSS)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
(14,704
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM CONTINUING OPERATION
|
|
|
(14,704
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM DISCONTINUED OPERATION
|
|
|
-
|
|
|
|
(6,251
|
)
|
|
|
|
|
|
|
|
|
|
INCOME TAX EXPENSE
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
NET INCOME (LOSS)
|
|
$
|
(14,704
|
)
|
|
$
|
(6,251
|
)
|
|
|
|
|
|
|
|
|
|
BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
|
|
|
4,050,000
|
|
|
|
3,000,000
|
|
The accompanying notes are an integral part of these unaudited
financial statements.
Balincan International Inc. (formerly known as “Alpine Auto
Brokers, Inc.”)
Condensed Consolidated Statements of Operations (Unaudited)
|
|
For the Nine Months Ended
|
|
|
|
September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
REVENUES
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
COST OF SALES
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT (LOSS)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
(14,704
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM CONTINUING OPERATION
|
|
|
(14,704
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
INCOME (LOSS) FROM DISCONTINUED OPERATION
|
|
|
(81,211
|
)
|
|
|
(31,251
|
)
|
|
|
|
|
|
|
|
|
|
INCOME TAX EXPENSE
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
NET PROFIT (LOSS)
|
|
$
|
(95,915
|
)
|
|
$
|
(31,251
|
)
|
|
|
|
|
|
|
|
|
|
BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE
|
|
$
|
(0.02
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
|
|
|
3,896,715
|
|
|
|
3,000,000
|
|
The accompanying notes are an integral part of these unaudited
financial statements.
Balincan International Inc. (formerly known as “Alpine Auto
Brokers, Inc.”)
Condensed Consolidated Statements of Cash Flows (Unaudited)
|
|
For the Nine Months Ended
|
|
|
|
September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) from operation
|
|
$
|
(95,915
|
)
|
|
$
|
(31,251
|
)
|
Adjustments to reconcile net (loss) to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Customer deposits
|
|
|
(19,583
|
)
|
|
|
-
|
|
Inventory
|
|
|
81,040
|
|
|
|
(37,740
|
)
|
Related party payable
|
|
|
(44,002
|
)
|
|
|
17,023
|
|
Other payable
|
|
|
14,704
|
|
|
|
-
|
|
Sales tax payable
|
|
|
(3,220
|
)
|
|
|
6,180
|
|
|
|
|
|
|
|
|
|
|
Net Cash Used in operating activities
|
|
|
(66,976
|
)
|
|
|
(45,788
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common stock
|
|
|
35,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net Cash Provided by Financing Activities
|
|
|
35,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
NET DECREASE IN CASH
|
|
|
(31,976
|
)
|
|
|
(45,788
|
)
|
|
|
|
|
|
|
|
|
|
CASH AT BEGINNING OF PERIOD
|
|
|
31,976
|
|
|
|
55,981
|
|
|
|
|
|
|
|
|
|
|
CASH AT END OF PERIOD
|
|
$
|
0
|
|
|
$
|
10,193
|
|
The accompanying notes are an integral part of these unaudited
financial statements.
BALINCAN INTERNATIONAL INC.
Notes to the Unaudited Consolidated Financial
Statements
September 30, 2016
NOTE 1 – ORGANIZATION AND HISTORY
Balincan International Inc. (formerly known as “Alpine
Auto Brokers, Inc.) (the “Company”) was organized as Alpine Auto Brokers, LLC in the state of Utah in December 2010.
The Company sold automobiles and also provided dealer services, for a fee.
We were incorporated as Alpine Auto Brokers, Inc. on May 12,
2011, in the State of Nevada for the purpose of locating and purchasing used vehicles at auctions, from private individuals, from
other dealers and selling these vehicles specifically to consumers in Salt Lake City, Utah. On January 1, 2014 we acquired 100
percent of the membership interests of Alpine Auto Brokers, LLC, a Utah Limited Liability Company formed on December 10, 2010.
We operated through our wholly-owned subsidiary Alpine Auto Brokers, LLC. Our dealership and executive offices were located at
749 South State Street, Salt Lake City, Utah 84111.
The acquisition was accounted for as a reverse recapitalization
in which the operating entity’s historical financial statements become those of the “accounting acquirer” in which historical
operating results are presented from inception.
Our offices are now located at 11/F Johnson Industrial Mansion,
340 Kwun Tong Road, Kowloon, Hong Kong. On June 6, 2016, as a result of a private transaction, the control block of voting stock
of this company, represented by 3,000,000 shares of common stock (the “Shares”), were transferred from Jason Wilkinson
to Tsz Ting Ip, and a change of control of the Company occurred. Upon the change of control of the Company, the then existing
director and officer resigned immediately. Accordingly, Jason Wilkinson, serving as the sole director and as the only officer,
ceased to be the Company’s President and Principal Accounting Officer. At the effective date of the transfer, Tsz Ting Ip
assumed the role of director and President, Chief Financial Officer, Secretary, and Treasurer of the Company. On July 13, 2016
the Company changed its name from Alpine Auto Brokers, Inc. to Balincan International Inc.
On June 1, 2016, the Company discontinued these
operations by disposing of its only subsidiary, Alpine Auto Brokers LLC, which had been the only business unit of the
Company.
The Company is currently negotiating with Matthew Pau, a minority shareholder and non-affiliate of the Company, to
purchase all of the issued and outstanding equity of BKG International Limited (Formerly known as Getabed Company Limited)
(“BKGI”).
BKGI was incorporated in Hong Kong on May 16, 2013, by Matthew
Pau and four business partners, for the development of a new hostel business in Hong Kong. However, as it failed to obtain a valid
hostel license, it ceased business in January 2015. The company had been dormant for about a year. The company changed its name
to BKG International Limited on February 29, 2016 and Matthew Pau became the sole owner on July 28, 2016.
Through its Hong Kong incorporated wholly owned subsidiary,
Max Treasure Holdings Limited, BKGI has set up a retail shop selling skincare and cosmetic products in Hong Kong with the intention
of building it up to be a chain of shops targeted at the local consumers as well as visitors from Mainland China. The shop is positioned
in the middle to upper end of the market with products sourced from uprising brands from countries including the US, Korea, Japan
and Switzerland.
BKGI has also established a wholly owned subsidiary in China
for the development of an online business targeted at the female and family markets, selling imported consumer goods including
milk powder, organic honey and meat to satisfy the fast growing demands for safe and healthy food. Sales channels will include
the company’s own website as well as its own shop on WeChat. Promotion and marketing will be primarily through social media.
Currently, it has engaged a sales agent to sell and promote products through her account on WeChat.
The unaudited condensed consolidated financial statements include
herein should be read in conjunction with the audited consolidated financial statements and the notes thereto that are included
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, that was filed with the SEC on April 14, 2016.
The results of operations for the nine months ended September 30, 2016, are not necessarily indicative of the results to be expected
for the full year.
BALINCAN INTERNATIONAL INC.
Notes to the Unaudited Consolidated Financial
Statements
September 30, 2016
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
In preparing financial statements in conformity with generally
accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets
and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and
expenses during the reporting period. Actual results could differ from those estimates.
Accounting Method
The Company’s financial statements are prepared using the accrual
method of accounting. The Company has elected a December 31 year-end.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an
original maturity of three months or less as cash equivalents.
Inventory
The Company’s inventory consists of various makes and models
of used automobiles. The automobiles are purchased primarily from various auction outlets. The automobiles are recorded and valued
at cost. Cost includes the initial purchase price of the vehicle and any costs incurred to ship, recondition or repair the vehicle
prior to sale. Management performs periodic reviews of its inventory for possible impairment. The Company values its inventory
using the specific identification method.
Revenue Recognition
The Company’s sales revenue is derived from the sale of automobiles.
The Company records revenue at the time the sales documents are executed and full payment is reasonably assured.
BALINCAN INTERNATIONAL INC.
Notes to the Unaudited Consolidated Financial
Statements
September 30, 2016
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (Continued)
Occasionally, cars held in inventory are sold for cash to automobile
wholesalers when it is determined that they are not likely to be purchased by our retail customers within a reasonable time frame.
Management periodically reviews inventory for obsolescence. As of September 30, 2016, the Company has recognized $0- in obsolescence
expense.
Cost of Sales
The Company’s cost of sales consists of three components: (1)
the original purchase price of the vehicle; (2) taxes, licenses and other fees associated with purchasing the vehicle, (3) expenses
incurred to ship, repair, recondition, and inspect the vehicles prior to placing the vehicle for sale on the lot.
General and Administrative Expenses
The Company’s general and administrative expenses consist of
all other expenses incurred in normal operations of the business and include insurance, telephone and internet, office supplies
and utilities. All expenses that exceed 10% of total expenses are segregated into a separate line on the Company’s statements of
operation. All other expenses incurred that individually fall below the 10% threshold are included in general and administrative
expense.
Shareholders’ Equity
Holders of shares of common stock are entitled to one vote for
each share on all matters to be voted on by the stockholders. Holders of common stock have no cumulative voting rights, but are
entitled to one vote for each shares of common stock they hold. Holders of shares of common stock are entitled to share ratably
in dividends, if any, as may be declared, from time to time by the Board of Directors in its discretion, from funds legally available
to be distributed. In the event of a liquidation, dissolution or winding up of the Company, the holders of shares of common stock
are entitled to share pro rata all assets remaining after payment in full of all liabilities and the prior payment to the preferred
stockholders if any. Holders of common stock have no preemptive rights to purchase our common stock. There are no conversion rights
or redemption or sinking fund provisions with respect to the common stock.
Basic and Diluted Earnings (Loss) Per Share
The Company computes earnings (loss) per share in accordance
with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on
the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available
to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per
share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes
all potential common shares if their effect is anti-dilutive.
Recent Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective,
accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.
BALINCAN INTERNATIONAL INC.
Notes to the Unaudited Consolidated Financial
Statements
September 30, 2016
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
(Continued)
Consolidation
The accounts of the Company include those of Balincan International
Inc, and its subsidiary, Alpine Auto Brokers, LLC up to June 1, 2016. All intercompany accounts have been eliminated in consolidation.
Alpine Auto Brokers, LLC is no longer the subsidiary of Balincan International Inc, after 1 June 2016. The result also included
the unconsolidated figures after this date to September 30, 2016.
Line of Credit
The Company’s former subsidiary received a $55,000 line
of credit with Wells Fargo Bank on February 10, 2016. The line of credit may be used for purchasing dealership inventory. The Company’s
former subsidiary had not yet used the line of credit prior to disposal.
Change of control
On June 6, 2016, as a result of a private transaction, the control
block of voting stock of this company, represented by 3,000,000 shares of common stock (the “Shares”), were transferred
from Jason Wilkinson to Tsz Ting Ip, and a change of control of Balincan International Inc. (the “Company”) occurred.
The subsidiary, Alpine Auto Brokers LLC, being the only business unit of the Company was disposed of during the second quarter
of the year 2016 by the Company. The assets and liabilities of Alpine Auto Brokers LLC, are not included in the consolidated balance
sheet of the Company as at September 30, 2016.
Discontinued operation
During the second quarter of the year 2016, the Company disposed
of its only subsidiary, Alpine Auto Brokers LLC, which had been the only business unit of the Company. The financial information
reported consists of the consolidated results for the period ended June 1, 2016 and unconsolidated results thereafter during the
first nine months of the year of 2016.
NOTE 3 – CAPITAL STOCK
Stock forward split
Our Articles of Incorporation authorizes the issuance of 100,000,000
shares of common stock, $0.001 par value per share, 4,050,000 shares were outstanding as of the September 30, 2016. On January
29, 2016, 350,000 shares were sold for $35,000. Effective February 9, 2016, we forward split our issued and outstanding shares
of common stock on a 3 for 1 basis. This increased the number of shares our common stock issued and outstanding from 1,350,000
pre-split shares to 4,050,000 post-split shares. The Company has retroactively restated all shares and per share data for all the
periods presented.
NOTE 4 – GOING CONCERN
The Company’s financial statements are prepared using accounting
principles generally accepted in the United States of America applicable to a going concern which contemplates the realization
of assets and liquidation of liabilities in the normal course of business. However, the Company has an accumulated deficit of $210,860
as of September 30, 2016 which raises substantial doubt about its ability to continue as a going concern.
NOTE 5 – RELATED PARTY TRANSACTIONS
Prior to disposal of its subsidiary, the Company utilized a
related-party due to/from account for reimbursing automobile purchases and sales. The Company’s sole owner and officer provided
inventory and office space to the Company on a month-to-month basis. Amounts accrued to the officer for rent have been included
in related party payables. The Company also accrued compensation to the same officer at $26,000 per year. The liability accrued
no interest and was due on demand.
NOTE 6 – SUBSEQUENT EVENTS
In accordance with ASC 855-10 Company management reviewed all
material events through the date of this report was issued and determined that there are no material subsequent events to report.
Item 2. Management’s Discussion and Analysis
of Financial Condition and Results of Operations Forward-Looking Statements
Certain statements, other than purely historical
information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results,
and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements
generally are identified by the words “believes,” “project,” “expects,” “anticipates,”
“estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements
are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to
differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies
is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated
basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital,
interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered
in evaluating forward-looking statements and undue reliance should not be placed on such statements.
Company Overview and Plan of Operation
We were incorporated as Alpine Auto Brokers, Inc. on May 12,
2011, in the State of Nevada for the purpose of locating and purchasing used vehicles at auctions, from private individuals, from
other dealers and selling these vehicles specifically to consumers in Salt Lake City, Utah. On January 1, 2014 we acquired 100
percent of the membership interests of Alpine Auto Brokers, LLC, a Utah Limited Liability Company formed on December 10, 2010.
Alpine Auto Brokers, LLC commenced operations of selling vehicles in approximately March 2011. We then operated through a wholly-owned
subsidiary, Alpine Auto Brokers, LLC. Our dealership and executive offices were located at 749 South State Street, Salt Lake City,
Utah 84111. Our offices are now located at 11/F Johnson Industrial Mansion, 340 Kwun Tong Road, Kowloon, Hong Kong. On June 6,
2016, as a result of a private transaction, the control block of voting stock of this company, represented by 3,000,000 shares
of common stock (the “Shares”), were transferred from Jason Wilkinson to Tsz Ting Ip, and a change of control of Balincan
International Inc. (the “Company”) occurred. Upon the change of control of the Company, the then existing director
and officer resigned immediately. Accordingly, Jason Wilkinson, serving as the sole director and as the only officer, ceased to
be the Company’s President and Principal Accounting Officer. At the effective date of the transfer, Tsz Ting Ip assumed the
role of director and President, Chief Financial Officer, Secretary, and Treasurer of the Company. On July 13, 2016 the Company
changed its name from Alpine Auto Brokers, Inc. to Balincan International Inc.
We were focused on selling older model vehicles with a price
range of $3,000 to $50,000. Most of the vehicles we sell are priced under $25,000. The majority of our prior customers had good
credit and get their financing from local banks and credit unions. On June 1, 2016, the Company discontinued these operations by
disposing of its only subsidiary, Alpine Auto Brokers LLC, which had been the only business unit of the Company.
The Company is currently negotiating with Matthew Pau, a minority
shareholder and non-affiliate of the Company, to purchase all of the issued and outstanding equity of BKG International Limited
(Formerly known as Getabed Company Limited) (“BKGI”).
BKGI was incorporated in Hong Kong on May 16, 2013, by Matthew
Pau and four business partners, for the development of a new hostel business in Hong Kong. However, as it failed to obtain a valid
hostel license, it ceased business in January 2015. The company had been dormant for about a year. The company changed its name
to BKG International Limited on February 29, 2016 and Matthew Pau became the sole owner on July 28, 2016.
Through its Hong Kong incorporated wholly owned subsidiary,
Max Treasure Holdings Limited, BKGI has set up a retail shop selling skincare and cosmetic products in Hong Kong with the intention
of building it up to be a chain of shops targeted at the local consumers as well as visitors from Mainland China. The shop is positioned
in the middle to upper end of the market with products sourced from uprising brands from countries including the US, Korea, Japan
and Switzerland.
BKGI has also established a wholly owned subsidiary in China
for the development of an online business initially targeted at the female and family markets, selling imported consumer goods
including milk powder, organic honey and meat to satisfy the fast growing demands for safe and healthy food. To assure authenticity
of products, goods will be delivered to buyers direct from abroad or bonded warehouse in China. In the near future, BKGI’s
online business will be extended to cater for the professional skincare markets. Sales channels will include the company’s
own website as well as its own shop on WeChat. Promotion and marketing will be primarily through social media. Currently, it has
engaged a sales agent to sell and promote its products through her account on WeChat.
Market Analysis
According to Export.gov, value
of Hong Kong’s market for cosmetics, toiletries, and skincare products was approximately US$2.1 billion in 2015. Although
it is expected to shrink slightly in 2016 and 2017, it is still a sizeable market with fast growing sub-segments. Following the
rise in popularity of Korean popstars and idols in Hong Kong in recent years, imports of cosmetic, personal care and skincare products
from Korea have been experiencing double-digit growth over the past few years. In 2015, the increase was 73% resulting in Korea
being Hong Kong’s second largest source of imports after France.
Hong Kong is also a major launch
pad for marketing cosmetics and skincare products in the mainland Chinese market. Hong Kong serves as a showcase for the millions
of Chinese tourists (59.3 million in 2015) that annually visit Hong Kong, often with shopping for personal, family or even re-sale
use as a primary or sole travel objective. For local retailers and distributors of cosmetics, toiletry and skincare products, increased
sales in the next few years are expected to continue to come largely from mainland tourists. While China has reduced import duties
on cosmetics and skincare products, thereby reducing the retail price differential between Hong Kong and China, mainland visitors
to Hong Kong are still attracted to products in Hong Kong over China. According to industry sources, the perceived authenticity
and reliability of the products in Hong Kong often outweighs price as a buying factor. Apart from import tariffs that the Chinese
government imposes on cosmetics, there are also VAT and product registration costs which do not exist in Hong Kong, meaning that
equivalent products may actually cost less on the Hong Kong side of the border.
There are no import duties on
cosmetics, toiletry and skincare products in Hong Kong and registration is not required for cosmetic products. The market is, however,
very competitive, with the top ten brands accounting for about 70 percent of the market. Demand from tourists’ accounts for
about 35% of Hong Kong’s total retail sales of cosmetics, skincare and toiletry products. According to the Hong Kong Tourism
Board, about 80% of the mainland tourists who visited Hong Kong regarded cosmetic and skincare products as among their top three
shopping purchases.
According to Euromonitor
International’s estimates, retail sales in China’s skincare and cosmetic products market will grow at an average
annual rate of 12.8% from 2016-2019, which is much higher than the global average of 6.0%, and will reach Rmb287 billion in
2019. In 2014, China had more than 5,000 cross-border e-commerce companies and over 200,000 companies engaged in cross-border
e-commerce through different platforms. Cited by the Hong Kong Trade Development Council, China’s Ministry of Commerce
estimated that cross-border e-commerce would reach Rmb6.5 trillion in 2016, representing an annual growth rate of over 30%.
Hence we believe that there exists great potential in selling skincare and cosmetic products through cross-border e-commerce
in China.
Competition and Distribution
The beauty industry is highly competitive and at times changes
rapidly due to consumer preferences and industry trends. Our retail shop will face competition for consumer recognition and from
popular chain stores that have achieved significant brand name recognition and consumer loyalty. These prominent incumbents include
Mannings, Watsons, Joyce Beauty and online shops such as hktvmall.com and hereweseoul.com, each of which have launched and are
promoting a variety of skincare and makeup brands. These companies have significantly greater resources than we do and enjoy a
longer history in Hong Kong. These competitors typically devote substantial resources to promoting their brands through traditional
forms of advertising such as print media and television commercials. Because of such mass marketing methods, these competitors’
products can achieve higher visibility and recognition than ours.
In order to succeed, we must continue to take market shares
from our competitors across our retail channels. We compete with chain stores by strategically locating our shop in prime commercial
area. We will launch mainly Swiss and Korean natural skincare products with high popularity among our young target customers. Owing
to the highly competitive nature of the skincare market in Hong Kong, competitive and discount pricing will be offered to attract
customers and boost sales turnover in our initiate stage of operation. We will keep signing up different suppliers in order to
introduce more brands and products into our shop so as to increase the variety of products which can then attract re-visited customers.
E-commerce is an extremely competitive industry in China. Our
competitors, including jd.com, tmall.com, amazon.com, vip.com and many other corporate and individual operators from small to the
medium scaled, provide a large variety of products online both imported and locally made. Among all these competitors, there is
a lack of professional skincare products platform where competition is thus less sever. As demand for professional skincare products
in China is very high, we will gradually extend our online shop to sell professional skincare products to freelance beauticians
and salons. We believe that entering into this specific segment of the beauty market at the present moment will enable us to gain
a significant market share. In order to compete, our online shop will be operating on a zero inventory base which eliminates carrying
costs and obsolete inventory costs. Under such fierce competition, our strategy is to increase the number of online visitors while
maintaining fixed costs at a very low level. That means we will maintain a small operating team in China and use external logistic
service providers for the delivery of goods.
Sales, Marketing and Distribution Strategy
The main marketing channels for skincare products in Hong Kong
will be through advertising in social media, such as Facebook, Instagram, Wechat and Weibo, and by launching promotional activities
including interviews with celebrities and models. Sales of skincare products will be made through our physical store in prime shopping
area.
In China, as sales will be made through our e-shop, cell phone
APP and PC, marketing activities will be conducted mainly through Wechat, which is the country’s most widely used social
networking APP. Discounts, free gifts coupons, etc will be granted to attract attention and buyers to the shop. Assuring customers
of the authenticity of our products, direct shipments will be made direct from abroad or bonded warehouses in China to buyers through
our suppliers using third party logistics companies.
As a new entrant to this e-commerce industry, we expect to incur
significant amount of resources in advertising and promotion in order to gain consumers’ attention and build up a substantial
online user base. As a result, we expect to operate with very low profit margins in the development stage.
Products and Delivery
The Company’s skincare and cosmetic products are products
sourced from uprising brands in the US, Korea, Japan and Switzerland. The Company’s retail shop will sell skincare and cosmetic
products in Hong Kong with the intention of building it up to be chain of shops targeted at the local consumers as well as Mainland
Chinese visitors.
The Company’s online shop sells foreign consumer goods
including milk powder, organic honey, health and beauty food, hair care products and baby care products to satisfy the fast growing
demands for safe and healthy food of Chinese consumers. In order to assure authenticity of these products, goods are delivered
to consumers direct from abroad or from bonded warehouse in China. Business will be conducted through the company’s own website
as well as its own shop on WeChat.
Employees
We currently have two employees, Tsz Ting, Ip and Chung Lai
Lok.
Initial Public Offering
Our Form S-1 Registration Statement went effective on September
21, 2015. It was an “all or nothing” offering for 350,000 pre-split shares of our common stock at $0.10 per pre-split
share with a September 21, 2016 deadline to completely sell our offering. We sold our complete offering as of January 29, 2016.
Forward Stock-Split
Effective January 29, 2016 we forward split our issued and outstanding
shares of common stock on a 3 for 1 basis. This increased the number of shares of our common stock issued and outstanding from
1,350,000 pre-split shares to 4,050,000 post-split shares.
Results of Operations for the nine
months ended September 30, 2016 and 2015
During the nine months ended September 30, 2016, the Company
had no continuing business after disposal of subsidiary. Gross revenues, cost of sales and operating expenses incurred before the
disposal of subsidiary were classified to discontinued operation during the period. Our net loss from discontinued operations for
the nine months ended September 30, 2016 was $81,211.
Retractively, gross revenues, cost of sales and operating expenses
incurred during the nine months ended September 30, 2015 were classified to discontinued operation. As a result, our net loss from
discontinued operations for the nine months ended September 30, 2015 was therefore $24,999.
The increase in loss from discontinued operations during the
nine months ended September 30, 2016 is mainly due to the loss on disposal of subsidiary during the period for approximately $69,000.
Liquidity and Capital Resources
As of September 30, 2016, we had zero balances
in current assets, cash, and inventory. As of September 30, 2016, we had current liabilities in the amount of $14,704, classified
as other payable due to BKGI which had paid for the legal and administrative expenses on behalf of the Company.
Off Balance Sheet Arrangements
As of September 30, 2016, there were no
off balance sheet arrangements.
Going Concern
We have experienced recurring losses from
operations and we had an accumulated deficit of $196,156 as of September 30, 2016. To date, we have not been able to produce sufficient
sales to become cash flow positive and be profitable on a consistent basis. The success of our business plan during the next 12
months and beyond will be contingent upon generating sufficient revenue to cover our costs of operations and/or upon obtaining
additional financing. For these reasons, our auditor has raised substantial doubt about our ability to continue as a going concern.
Critical Accounting Policies
In December 2001, the SEC requested that
all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated
that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition
and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates
about the effect of matters that are inherently uncertain. We do not believe that any accounting policies currently fit this definition.
Recently Issued Accounting Pronouncements
Our management has considered all recent
accounting pronouncements issued since the last audit of our financial statements. Our management believes that these recent pronouncements
will not have a material effect on our financial statements.