NAEX National Art Exchange Inc (GM)

ITEM 2.01. Completion of Acquisition or Disposition of Assets.

Item 1.01 is incorporated herein by reference. The Share Exchange was consummated on March 30, 2016. As a result, BVI2 became a wholly owned subsidiary of TUAA. TUAA, through BVI2 which wholly owns HK1,HK2 and WFOE in turn, controls Avi-Trip through a series of VIE Agreements. Immediately following the Share Exchange, the business of Avi-Trip became the business of TUAA. Avi-Trip’s operation office remained in China and the business market will remain its focus in Asia.  

The following diagram reflects the corporate structure upon the completion of the Share Exchange.

Form 10 Information

BUSINESS.

Overview

Anhui Avi-Trip Co., Ltd. (the “Company” or “Avi-Trip”) is a new-type of technology-based company aggregating independent research and development of aviation travel service system and APP that mainly runs B2B aviation travel business platform of all sorts. The Company’s service primarily includes cost-competitive ticket-booking, travel, hotel reservation, car renting, visa service and others.

Our Products

The Company operates advanced competitive platform and possesses agency qualification for civil aviation by China’s National Aviation Authority.

The main products and services provided by Avi-Trip are travel technology on-line platforms. Avi-Trip currently operates three on-line platforms, including: (1) an airline ticket-booking bidding platform, (2) a hotel reservation bidding platform, and (3) a real time car rental bidding platform.

The Company has an airline ticket-booking bidding platform (offering both tickets source and tickets purchasing), which provides bidding and search service for most international and all domestic airline tickets. So far, the tickets purchasing volume is the top among the Chinese travel tech market. Avi-Trip has some famous Business To Consumer ( or “B2C”) travel agency clients, including Ctrip, the mainland China-focused travel agency, which runs the eponymous Ctrip.com travel website, and Qua, the sub-brand of Qunar.com , the world’s most popular Chinese travel platform.

The Company also has a hotel reservation bidding platform offering real time booking service for agencies. It has 10,000 partner hotels in 134 countries and 5900 cities all over the world.

In addition, the Company has a real time car rental bidding platform. It has 200 partner rental companies (including large car rental companies such as CAR Inc., eHi, Zhizun, etc.) in 134 cities in China.

Besides the above, the Company also maintained travel bidding platform and Visa services.

The Company renders services to all provinces in China, especially for the cities with airports. The major markets include Beijing, Shanghai, Guangzhou, and Shenzhen.

Licenses and agreements

The Company has seven computer software copyrights as below:

All employees have formal written labor contracts in compliance with relevant laws and regulations.

Customers

Avi-Trip does not depend on one or a few major customers. Instead, it has customers in different locations and business sections.

Government Regulation

We currently do not need any government approval of our principal products or services. As small travel agencies are regulated by the Civil Aviation Tickets Association and are required to pay annual fees and deposit no less than RMB550,000, if the government lowers the commission fees that are allowed to be paid to small agencies, it will lead more small agencies join into our platform so as to avoid high annual fees and deposit to keep their profits.

Our Marketing Strategies

Avi-Trip is a technology-based company providing business and traveling bidding service platforms. In contrast to traditional business and traveling service providers, which use B2C model, such as Ctrip, Qunar and others, our clients are mainly agents and company clients from the business and traveling industry , which the Business-to-business (“B2B”) model applies. Avi-Trip aggregates countrywide business and travelling resources to a platform so that the lowest prices on ticket, traveling, hotel, car renting and others would be revealed to agents. Bidding procurement maximally resolves information asymmetry issue. In the meantime, the Company offers various value-added services in the platform to provide to ultimate users, such as airport delivery, car renting, self-driving and so on, which helps boosting consumers’ loyalty towards agent and agents’ loyalty towards the platform.

Since its founding in 2014, the Company went through almost a year of technical development and preparation, and now its Avi-trip Business Platform is acknowledged by its peers. We have over 500 agents. It is projected that by the end of 2016, active agents for the platform shall reach 12,000. Among which, 10,000 will be agents for air tickets sales and around 2,000 will be agents for hotels and traveling booking. It is forecasted that the number of agents will growth at a rate of 30% in the following three years.

The Company minimizes operating costs for agents. With low input at the early stage, agents need not to independently develop or submit business deposit or register a company or transaction related licenses, but can simply use a completed sales platform. Contrary to agents in conventional aviation companies who carry huge sales targets and would be deprived of qualification if their performance falls short of targets set by the aviation company, our agents do not have the airline ticket sales pressure. In addition, the Company constantly coping with banks and other financial institutions, which provides agents financial support. It also exempts or withdraws a handful of fees and realizes return of annihilated tickets in the same day by maximizing the customer resources from our platform which reduce capital occupation costs normally borne by agents.

After years of experience in business and traveling industry, the executive team of the Company established relationships with aviation companies, airports, traveling agents, hotels which results in huge industrial advantages. For the moment, ticket-booking service in Avi-trip platform basically covers airlines in all domestic and most international aviation companies. The hotels and agents we work with surpass tens of thousands in over 5,900 cities of 134 countries worldwide. The car-rental companies we work with exceed 200 in 134 cities worldwide.

Our market strategies include launching our brand value through news press media; promoting our business mode and platform advantages through search engines such as Baidu and 360; Cooperating with large well-known enterprises, hotels, and travel agencies so as to promote sales; releasing advertisements on magazines, newspapers, electronic newspaper, and publicity platform; gaining more popularity of platform by participating in activities and exhibitions in the same industry, and to recruit more agents; carrying out one-on-one business services with our clients so as to expand and solid client relationship.

Competitive Analysis

Market Analysis

The development stages of China’s business and travel industry are as follows:

The fourth stage (change period): Since 2005, China's online tourism industry has diversified, showing differentiated development. For example, some aviation hotels increased investment effort into their official websites. Various online travel service providers with vertical segments are emerging with extra capital, such as Tuniu, Lvmama, Uzai, etc.; Internet giants also get involved in online travel industry and various travel vertical media have also sprout, represented by Qunar.com, www.kuxun.cn, TripAdvisor and www.lvren.cn. Partial aviation hotels increased investment effort into official websites for direct sales on network In summary, in the first three stages, Ctrip was the main force in the online travel industry, and now the industry enters "contending" era, with many market participants and mode with pluralism difference. This period will last for another 3-5 years.

In recent years, business travel is one of the fastest growing tourism projects and still with great potential for development. Global annual tourism revenue is USD 4,000 billion, and USD 500 billion belongs to corporate business travel expenses, accounting for 12.5% of total tourism revenue. With the development of world economy and advance of globalization, this proportion will continue to increase. The current number of participants of global business travel accounts for about 1/3 of the total number of tourists, and, that business travelers accounted for 53 percent of global housing tourists, accounting for 60% of hotel chains. In recent years, many new tourist projects also contributed to the development of business tourism, such as the fastest-growing incentive travel, international conference market grows with the annual growth rate of 8% to 10%. Stable development of China's macroeconomic and political situation provide good external environment for activeness of business activities. As China's tourism industry rapid changes with unprecedented pace, business travel increasingly shows advantages and potential as major market player on high-end tourism market.

In addition, China's economy is undergoing profound changes. In terms of scale, in 2020, China will become the world's largest economy Looking at China's business travel industry under such context, the business travel industry will grow in line with China's economic development direction. From policy perspective, the State Council executive meeting convened on July 2, 2014 determined policies such as promoting tourism market, fully opening to social capital, optimizing tourism, developing hardware and software environment, and improving quality of tourism products and content. Besides, from the market development, the tourism industry's growth is also very prominent. 2013 domestic tourists in China reached 3.26 billion passengers and the domestic tourism income reaches RMB2.63 trillion (approximately USD $0.43 trillion), compared with 2008, an annual average increase of 13.8% and 24.8%, much faster than the overall GDP growth rate over the same period. It is expected that in 2020, domestic total tourism spending will reach RMB5.5 trillion (approximately USD $0.89 trillion), and added share of GDP in tourism industry is over 5%.

By 2014, there is 1.1 trillion Chinese outbound passengers, an increase of 18% over 2013, a record high. The number of Chinese outbound tourism in 2015 is 1.6 trillion people. China's outbound travel profits contribution to international tourism market growth has exceeded 30%. The business travel market, economy and vitality of market, and business communication frequency all has good prospects in China. A number of studies have shown that China will soon become the country with the largest spending in terms of business travel, and march to the dominant position of global travel market. According to data of Global Business Travel Association, in 2014, China’s business travel expenditure is USD 280 billion, and the expected growth is 16.5% over 2014. American Express estimates that the size of transactions in China business travel management market will keep growing with a rate of more than 20%.

Finally, same as almost all markets with high-growth and strong competition, China’s business travel market will have problems such as ignorant management, highlighting hardware over software, and paying attention to scale and ignoring quality and issues like market segmentation or over-exaggeration of "star luxury" while ignoring the "business functions" and so on. Therefore, the development from simple expansion to a more service-oriented industry will be a new task for China’s business travel market.

Competitors

Our comparative competition advantages among peers reflect on (1) client clusters, (2) value-added service, and (3) operating costs.

First, Avi-Trip is the first domestic company in business and traveling industry that uses B2B model service platform. Other domestic companies such as Cococ International, Ctrip and Qunar are dominated by B2C model. For those B2C companies, as it serves individual consumers and company clients and established business connection with hotels and car-renting companies in several tourism attractions, their customer bases are unstable and the competition are fierce. On the contrary, B2B Model that the Company features whopping development and wide prospects as our services only target at small travel agencies or individual travel agents who has great incentives to utilize our platforms and systems, which differentiate our market from that of the B2C companies. Our customer base, therefore, is relatively stable yet constantly growing, and our promoting and advertising expenses are kept to the minimum.

Second, the Company adopted the “one technology, two services’ development model. While taking technology as the fountain for vitality and establishing a technical team with years of experience in traveling development and management, the Company also sets up the user service system and agents service system. The user service system incorporates airport VIP room, VIP channels, agency for boarding check, pick-up service, car renting and other services. The agent service system incorporates sales platform with completed functions such as the lowest air ticket service, provision of return of tickets for the same day and participation with banks to offer financial solving plan.

Third, the Company minimizes operating costs for agents. With low input at the early stage, agents need not to independently develop or submit business deposit or register a company or transaction related licenses, but can simply use a completed sales platform. Contrary to agents in conventional aviation companies who carry huge sales targets and would be deprived of qualification if their performance falls short of targets set by the aviation company, our agents do not have the airline ticket sales pressure. In addition, the Company constantly coping with banks and other financial institutions, which provides agents financial support. We also exempt or withdraw a handful of fees and realize return of annihilated ticket in the same day which reduce capital occupation costs normally borne by agents.

With the above mentioned competition advantages, at the present stage, we only have a few competitors. A known one is 51BOOK. The Company will thrive to improve company visibility and to provide more favorable services.

Research and Development

Avi-Trip is a technology-driven company. Since its establishment, it has heavily invested in the development of the technological platform. In order to enable the platform to satisfy the market demand during business peaks, to maintain a large quantity of concurrent visitors, and at the same time to bring the handling costs into correspondence with the quality of services we provides, we thrive to develop an advanced business intelligence system and make full use of the huge customer database to propel targeted sales. To enhance user experiences, our platform also provides mobile App program. By virtue of constant IT investment, we aim to create an experienced IT team to design, develop, and operate our technological platform.

The Company invested RMB 2.9 million (approximately USD $0.47 million) on research and development activities since establishment from 31 December, 2015 The cost of such activities is directly from the Company’s registered capital. In the future, We need to expand the investment in research and development, establish computing infrastructure as well as a set of reliable and expandable cloud service platform. Based on the special fault-tolerant measures of the cloud platform, we should also establish a big data processing center focused on the business travel industry. In order to further customers’ and agents’ adherence to the platform, we will build, by taking advantage of the convenience of cell phone App as an end, a 360 interactive service platform providing, among others, mutual communication, information inquiry, service evaluation, complaint and advice, service interaction, supervision of service quality, and release of policy information.

Employees

The Company has 19 employees as of December 31, 2015, all are full-time employees.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our results of operations and financial condition since the Company’s inception should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Prospectus. All statements, other than statements of historical facts, included in this report are forward-looking statements. When used in this report, the words “may,” “will,” “should,” “would,” “anticipate,” “estimate,” “possible,” “expect,” “plan,” “project,” “continuing,” “ongoing,” “could,” “believe,” “predict,” “potential,” “intend,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, availability of additional equity or debt financing, changes in sales or industry trends, competition, retention of senior management and other key personnel, availability of materials or components, ability to make continued product innovations, casualty or work stoppages at our facilities, adverse results of lawsuits against us and currency exchange rates. Forward-looking statements are based on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Readers of this report are cautioned not to place undue reliance on these forward-looking statements, as there can be no assurance that these forward-looking statements will prove to be accurate and speak only as of the date hereof. Management undertakes no obligation to publicly release any revisions to these forward-looking statements that may reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. This cautionary statement is applicable to all forward-looking statements contained in this report.

Overview of Business

Anhui Avi-trip Technology Co., Ltd. (“Avi-Trip”) is a new-type of technology-based company aggregating independent research and development of aviation travel service system and APP that mainly runs B2B aviation travel business platform of all sorts. Avi-Trip’s service primarily includes cost-competitive ticket-booking, travel, hotel reservation, car renting, visa service and others.

Critical Accounting Policies

We prepare our consolidated financial statements in conformity with the generally accepted accounting principles in the United States of America (“GAAP”), which requires management to make certain estimates and apply judgments. We base our estimates and judgments on historical experience, current trends and other factors that management believes to be important at the time the consolidated financial statements are prepared. Due to the need to make estimates about the effect of matters that are inherently uncertain, materially different amounts could be reported under different conditions or using different assumptions. On a regular basis, we review our critical accounting policies and how they are applied in the preparation of our consolidated financial statements. 

While we believe that the historical experience, current trends and other factors considered support the preparation of our consolidated financial statements in conformity with GAAP, actual results could differ from our estimates and such differences could be material.

For the period from October 15, 2014 to September 30, 2015

Results of Operations

We are a development stage company and have generated minimal revenues from operations since our inception on October 15, 2014 to September 30, 2015.  As of September 30, 2015, we had total assets of $1,084,823 and total liabilities of $968,372. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

We are in the process of developing our products and services. Consequently, we generated minimal revenues as of the date of this report. We have an accumulated deficit and have incurred operating losses since our inception and expect losses to continue in the near future.

Revenue

We started recognize revenue from February 2015, consisted of subscription fees, support services and professional services including fees from installing of software and training provided to customers. We earned revenues of $141,584 for the year ended September 30, 2015.

Expenses

During the year ended September 30, 2015, we incurred general and administrative expenses and professional fees of $8,096,984, largely consisted of research and development expense ($1,463,624) and bad debt expense ($4,194,138) which has been wrote off from assets when determined unrecoverable. General and administrative and professional fee expenses were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.

Loss from Operations

As a result of the foregoing, our loss from operations was $8,014,604 for the year ended September 30, 2015. Loss from operations is primarily due to research and development expense ($1,463,624) and bad debt expense ($4,194,138).

Liquidity and Capital Resources

Net Cash Provided by Operating Activities

Net cash provided by operating activities for the year ended September 30, 2015 was $7,955,813 consisted primarily of increase in other receivable $6,763,355.

Net Cash Used in Investing Activities

Net cash used in investing activities for the year ended September 30, 2015 was $125,868 consisted of purchase of office equipment.

Net Cash Provided by Financing Activities

Net Cash Provided by Financing Activities for the year ended September 30, 2015 was $8,123,609 consisted of capital contribution in cash, among which Jie Weiwei contributed 60% and Han Yanliang contributed 40%.

We anticipate taking the following steps to implement our business plan. Our capital requirements for implementation of these steps are estimated to be $40,000,000 as set forth in the table below. We anticipate engaging in the following operational activities, although we may vary our plans depending upon operational conditions and available funding:

Our working capital requirements are expected to increase in line with the growth of our business.

Anticipated cash flow are expected to be adequate to fund our operations. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plans, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business, and (ii) marketing expenses. We intend to finance these expenses with further issuances of securities and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

For the periods from October 1, 2015 to December 31, 2015 and from October 15, 2014 to December 31, 2014

Results of Operations

We are a development stage company and have generated minimal revenues from operations since our inception on October 15, 2014 to December 31, 2015.  As of December 31, 2015, we had total assets of $97,957 and total liabilities of $5,425,525. We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

We are in the process of developing our products and services. Consequently, we generated minimal revenues as of the date of this report. We have an accumulated deficit and have incurred operating losses since our inception and expect losses in the near future.

Revenue

We started recognize revenue from February 2015, which consisted of subscription fees, support services and professional services including fees from installing of software and training provided to customers. We earned revenues of $59,645 for the three months ended December 31, 2015.

Cost of revenue reflects mainly the installation consumed and the direct salaries and benefits of staff engaged in the process. Our cost of revenue was $53,457 for the three months ended December 31, 2015.

Expenses

During the 3 months ended December 31, 2015, we incurred general and administrative expenses and professional fees of $5,516,364, mainly due to bad debt expense ($5,455,774) which has been wrote off from assets when determined unrecoverable. General and administrative and professional fee expenses were generally related to bad debts, corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.

Loss from Operations

As a result of the foregoing, our loss from operations was $5,515,748 for the year ended September 30, 2015. Loss from operations is primarily due to bad debt expense ($5,455,774).

Liquidity and Capital Resources

Net Cash Provided by Operating Activities

Net cash provided by operating activities for the three months ended December 31, 2015 was $34,700 consisted primarily of Increase in customer advances ($3,615,290).

Net Cash Used in Investing Activities

Net cash used in investing activities for the three months ended December 31, 2015 was $0.

Net Cash Provided by Financing Activities

Net cash Provided by financing activities for the three months ended December 31, 2015 was $0.

We anticipate taking the following steps to implement our business plan. Our capital requirements for implementation of these steps are estimated to be $40,000,000 as set forth in the table below. We anticipate engaging in the following operational activities, although we may vary our plans depending upon operational conditions and available funding:

We expect that our working capital requirements will continue to be funded through a further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Anticipated cash flow are expected to be adequate to fund our operations. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plans, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a start-up business, and (ii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Recent Accounting Pronouncements

Except for rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws and a limited number of grandfathered standards, the FASB Accounting Standards Codification™ (“ASC”) is the sole source of authoritative GAAP literature recognized by the FASB and applicable to our Company.  Management has reviewed the aforementioned rules and releases and believes any of them will not have a material impact on our Company's present or future consolidated financial statements.   

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT

The following tables set forth information on the beneficial ownership of our Common Stock as of March 30, 2016 based on the current beneficial ownership of our Common Stock by the individuals who are our executive officers and directors and greater than 5% stockholders after the consummation of the Share Exchange. Beneficial ownership is determined according to rules of the SEC governing the determination of beneficial ownership of securities. A person is deemed to be a beneficial owner of any securities for which that person has a right to acquire beneficial ownership within 60 days.

DIRECTORS AND EXECUTIVE OFFICERS

Our directors, executive officers, as well as their ages and the positions they held, as of March 30, 2016, are set forth below. Our directors hold office until our next annual meeting of stockholders and until their successors in office are elected and qualified. All of our officers serve at the discretion of our Board of Directors. There are no family relationships among our executive officers and directors.

Yang Jie, Chairman of the Board, Chief Executive Officer & President Mr. Jie has abundant management experiences in the aviation and tourism industry in China. From March 2000 to August 2003, Mr. Jie worked as a sales supervisor at the Southern China Branch of Ctrip.com International, Ltd. From August 2003 to March 2006, Mr. Jie served as a sales manager at the Southern China Branch of eLong, Inc. From March 2006 to May 2008, Mr. Jie served as the sales director of the sales department of Mangon City Company. From May 2008 to December 2013, Mr. Jie served as a Vice President of CNUTG Travel Service Co., Ltd. From August 2015 to present, Mr. Jie served as CEO of the Company. He also currently working at SkyTeam Alliance Holdings Limited as the Chief Executive Officer. Mr. Jie holds a college degree in marketing from Lv’an Teachers College.

Ronghua Wang, Director Mr. Wang has worked on the research and development of communication and technology for a long time. From the year 1971 to 1985, Mr. Wang worked as a technician in the carrier room of Shanghai Long-distance Telephone Office. From the year 1985 to 2002, Mr. Wang worked as a manager of the sichuan department in Shanghai Putuo District Technological Development Co., Ltd. From the year 2002 to 2011, Mr. Wang worked as the general manager of the engineering department in Shanghai Association House Purchasing Co., Ltd. From the year 2011 to 2015, Mr. Wang worked as the general manager of the sales department of Shanghai Spring International Travel Service Ltd., where he made great contributions regarding the market analysis and sales industry. Started from 2015, Mr. Wang worked as the general manager in Anhui Avi-Trip Co., Ltd. Mr. Wang graduated from 721 University for Workers, Peasants and Soldiers.

Xinqian Zhang, Director and Secretary of the Board From January 2013 to December 2014, Ms. Zhang served as an accounting research and teaching assistant of the University of Massachusetts, Boston, and the fund administrator of the global service department of State Street, a U.S.-based financial services firm. Ms. Zhang holds a dual B.S. in Business Management from Dongbei University of Finance and Economics and the University of Surrey, and an M.S. in accounting from the University of Massachusetts, Boston. From January 2015, Ms. Zhang serves as the secretary of Wave Sync Corp.

Ming Yi, Chief Financial Officer and Director Mr. Yi has extensive experiences in finance, business administration and public accounting in diverse industries including retail/wholesale distribution, financial services and manufacturing. Mr. Yi has gained tremendous international finance and regulatory experience setting up companies and commercial operations. Mr. Yi has served as an accountant at N.G. Australia Pty Ltd. during 2004 to 2006, and senior accountant at Ernst & Young From 2006-2009. Mr. Yi served as a senior manager at Qi He CPA Ltd., a financial advisory firm, and the chief financial officer at China Bio-Energy Corp. from 2011 to 2015. Start from 2016, Mr. Yi served as the chief financial officer at Anhui Avi-Trip Co., Ltd. Mr. Yi is responsible for establishing stronger financial reporting compliance for the Company’s U.S. capital markets, enhancing cost controls, introducing tax, international credit and collections, developing IR capabilities and multi-company financial accounting and reporting systems.

Fengyu Yi, Director Ms. Yi served as President of Shenzhen micro Media Co., Ltd, an advertising media company since February 2012. From June 2006 to February 2012, she served as marketing manager of Shenzhen Feilafa Aviation Service Co. Ltd, an air ticket agency. From August 1998 to May 2006, she worked as marketing manager of Foshan Overseas International Travel Agency Co. Ltd., a travel company. Ms. Yi holds a college degree in service education from Guangzhou University.

The term of office of each director expires at our annual meeting of stockholders or until their successors are duly elected and qualified.

Our Board appointed the following person to serve as executive officers of the Company in the following capacity:

The bios of Mr. Yang Jie, Mr. Ming Yi and Ms. Xinqian Zhang are included under the description of the director above.

Audit Committee Financial Expert

Our board of directors currently acts as our audit committee. Currently Mr. Ming Yi qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K. Mr. Ming Yi and Ms. Xinqian Zhang are "independent" as the term is used in Section 803-A-(1) of the Company Guide of NYSE Amex Company Guide.

Audit Committee

We have not yet appointed an audit committee. At the present time, we believe that the members of board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.

EXECUTIVE COMPENSATION

Currently, our officers and directors are serving without compensation. They are reimbursed for any out-of-pocket expenses that they incurs on our behalf. In the future, we may approve payment of salaries for officers and directors, but currently, no such plans have been approved. We also do not currently have any benefits, such as health or life insurance, available to our employees.

Grants of Plan-Based Awards and Outstanding Equity Awards at Fiscal Year-End

We do not have any equity incentive plans under which to grant awards.

Employment Agreements

We do not currently have any written employment agreements with any of our directors and officers.

Retirement/Resignation Plans

We do not currently have any plans or arrangements in place regarding the payment to any of our executive officers following such person’s retirement or resignation.

Director Compensation

We have not paid our directors fees in the past for attending board meetings. In the future, we may adopt a policy of paying independent directors a fee for their attendance at board and committee meetings. We reimburse each director for reasonable travel expenses related to such director’s attendance at board of directors and committee meetings.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

There were no transactions to which we have, or any of our subsidiaries has been a party, in which the amount involved in the transaction exceeded $120,000 and in which any of our directors or executive officers or holders (or immediate family members of holders) of more than five percent of our capital stock had or will have a direct or indirect material interest, other than the following:

For the period from October 15, 2014 through December 31, 2015, Avi-Trip engaged a related party, a company controlled by a shareholder of Avi-Trip in providing certain services. The balances owed to such a related party are unsecured, interest-free, and has no fixed terms of repayments. The amount consisted of the following as of December 31, 2015 and September 30, 2015:

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS

COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

The Company's Common Stock obtained its ticker LSOM on April 23, 2015. On September 22, 2015, in connection with the change in the Company’s name, its ticker was changed to TUAA. Its shares of common stock are trading on OTC Markets. The table below sets forth the reported high and low bid prices for the fiscal year ended September 30, 2015 and the subsequent fiscal quarter ended December 31, 2015. There was no trading record prior to the quarter ended September 30, 2015. 

Holders

As of March 30, 2016, we had 28 stockholders of record.

Dividends

The Company has not paid any cash dividends to date and does not anticipate or contemplate paying dividends in the foreseeable future. It is the present intention of management to utilize all available funds for the development of the Company's business.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

Recent Sales of Unregistered Securities

Please refer to the disclosure under Item 3.02 of this report.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Private Corporations Law of the State of Nevada, under which the Company is organized, permits the inclusion in our Articles of Incorporation of a provision limiting or eliminating the potential monetary liability of directors to a corporation or its stockholders by reason of their conduct as directors. The provision would not permit any limitation on, or the elimination of, liability of a director for disloyalty to his or her corporation or its stockholders, failing to act in good faith, engaging in intentional misconduct or a knowing violation of the law, obtaining an improper personal benefit or paying a dividend or approving a stock repurchase that was illegal under Nevada law. Accordingly, the provisions limiting or eliminating the potential monetary liability of directors permitted by Nevada law apply only to the “duty of care” of directors, i.e., to unintentional errors in their deliberations or judgments and not to any form of “bad faith” conduct. 

The bylaw of the Company contain a provision which eliminates the personal monetary liability of directors to the extent allowed under Nevada law. Accordingly, a stockholder is able to prosecute an action against a director for monetary damages only if he or she can show a breach of the duty of loyalty, a failure to act in good faith, intentional misconduct, a knowing violation of law, an improper personal benefit or an illegal dividend or stock repurchase, as referred to in the amendment, and not “negligence” or “gross negligence” in satisfying his or her duty of care. Nevada law applies only to claims against a director arising out of his or her role as a director and not, if he or she is also an officer, his or her role as an officer or in any other capacity or to his or her responsibilities under any other law, such as the federal securities laws.

In addition, our bylaws provide that the Company will indemnify our directors, officers, employees and other agents to the fullest extent permitted by Nevada law. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise. The Company has been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

No pending litigation or proceeding involving a director, officer, employee or other agent of the Company as to which indemnification is being sought exists, and the Company is not aware of any pending or threatened material that may result in claims for indemnification by any director, officer, employee or other agent.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Please see Item 9.01 – "Financial Statements and Exhibits" of this report.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the U.S. Securities and Exchange Commission (the "SEC"), located on 100 F Street NE, Washington, D.C. 20549, Current Reports on Form 8-K, Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K, and other reports, statements and information as required under the Securities Exchange Act of 1934, as amended.

The reports, statements and other information that we have filed with the SEC may be read and copied at the SEC's Public Reference Room at 100 F Street NE, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

The SEC maintains a web site ( HTTP://WWW.SEC.GOV. ) that contains the registration statements, reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. You may access our SEC filings electronically at this SEC website. These SEC filings are also available to the public from commercial document retrieval services.