U.S.SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------------
Amendment No.3 For
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
China Bull Management Inc.
(Exact name of registrant as specified in
its charter)
Nevada
7389
27-4344306
(State or Other (Primary
Standard Industrial (I.R.S. Employer
Jurisdiction Classification
Code Number) Identification No.)
Of Organization)
665 Ellsworth Avenue, New Haven, CT 06511
Tel: 203-5628899; 203-8440809
Fax: 866-5716313
(Address and Telephone Number of Registrant's
Executive Office)
Copies to:
Andrew Chien
665 Ellsworth Avenue
New Haven, CT 06511
(203) 844-0809
Approximate Date of Proposed Sale to the Public: As soon as this
registration statement becomes effective, and it is practicable to sell.
If any of the Securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following
box: [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462 (c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-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.
(Check one):
Large
accelerated filer [ ] Accelerated filer [ ]
Non-accelerated
filer [ ] Small reporting company [x]
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------
Title of Each Class Proposed Maximum Proposed
Maximum Amount of Registration
of Securities to Number
of Shares Offering Price Aggregate Fee
(1)
be Registered to
be Registered Per Share Offering Price
(1)
-------------------------------------------------------------------------------------------------
Common Stock 125,760
$ 1.00 $
125,760 $ 17.00
--------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457 under the Securities Act.
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically
states that this
Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
___________________________________________________________________________________________________________
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION
DATED __________, 2012
CHINA BULL MANAGEMENT INC.
125,760 SHARES OF COMMON STOCK
$1.00 PER SHARE
This is China Bull Management Inc.'s initial public
offering. China Bull Management Inc offers the resale of 125,760 shares of common stock, held by the selling stockholders for
whom information is provided under the "SELLING SHAREHOLDER" section of this prospectus. The shares must be
offered (see section “PLAN OF DISTRIBUTION”) at a fixed price of $1 per share until the shares are listed for
quotation on the OTC Bulletin Board (there is no guarantee the shares will be), and thereafter at prevailing market prices,
or at privately negotiated prices. There is no market for our common stock and a market may never develop in the future.
We are currently in the development stage
and have nominal operations and minimal assets, which makes us a “shell company” as defined in Rule 12b-2 of the Exchange
Act, as amended. Because we are considered a shell company, the securities sold in this offering can only be resold through (i)
registration under the Securities Act of 1933, as amended (“Securities Act”), (ii) Section 4(1) under the Securities
Act, if available, for non-affiliates, or (iii) by meeting the conditions of Rule 144(i) under the Securities Act which requires
a minimal holding period of 12 months following China Bull Management being no longer classified a shell company.
The securities of this prospectus involve a high degree of
risk (please see "RISK FACTORS", Page 7)
.
Our auditor is seriously concerned that we may not have the
ability to continue our business.
Neither the Securities & Exchange Commission ("SEC"),
nor any state securities commission, has approved or disapproved the securities being offered, nor has any such agencies passed
upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is ____________,
2012
_________________________________________________________________________________________________________
TABLE
OF CONTENTS
Page
PROSPECTUS SUMMARY ..................................
5
RISK FACTORS
.......................................
7
RISKS RELATED TO OUR COMPANY .................................
7
RISKS RELATED TO THIS OFFERING .................................13
FORWARD-LOOKING STATEMENTS ............................... 16
USE OF PROCEEDS ............................... 16
DETERMINATION OF OFFERING PRICE ............................... 16
DILUTION ...............................
17
SELLING SHAREHOLDERS .......................................
17
PLAN OF DISTRIBUTION .................................. 19
TRANSFER AGENT AND REGISTRAR ............................... 20
LEGAL PROCEEDINGS ............................... 20
DIRECTORS AND EXECUTIVE OFFICERS
PROMOTERS AND CONTROL PERSONS ..................................
20
FUTURE SALES BY EXISTING SHAREHOLDERS ............................
22
DESCRITION OF SECURITIES ............................... 22
INTEREST OF NAMED EXPERTS AND COUNSEL .......................... 23
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES............................... 23
ORGANIZATION WITHIN THE LAST FIVE YEARS .......................
23
DESCRIPTION OF BUSINESS ............................... 24
MANAGERMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS ...
33
DESCRIPTION OF PROPERTY ............................... 36
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ....................
36
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWERNERS AND MANAGEMENT
...37
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS...........
37
EXECUTIVE COMPENSATION ............................... 38
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTA ......................39
WHERE YOU CAN FIND MORE INFORMATION...............................
39
FINANCIAL STATEMENTS ............................................ 40
You
should rely only on the information contained in this prospectus in deciding whether to purchase our common stock. We have
not authorized anyone to provide you with information other than that contained in this prospectus. The information
contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of its delivery or of any
sale of our Common Stock. This prospectus will be updated and updated prospectuses will be made available for delivery
to the extent required by federal securities laws
.
__________________________________________________________________________________________________________
PROSPECTUS SUMMARY
The following summary explains important information regarding
the business of China Bull Management Inc and the shares of common stock the selling shareholders intend to sell. Because this
is a summary, it does not contain all the information that may be important to you. You should read the entire prospectus and its
appendices carefully before you decide to invest. Please see "
RISK FACTORS
" on Page 7.
As used in this prospectus, the terms "we", "us",
"our", the "Company", and "China Bull Management" all refer to China Bull Management Inc. Also,
in this prospectus we use the term selling shareholders, they are the owners of
125,760
shares of common stock.
All dollar amounts commonly refer to US dollars unless otherwise
indicated.
Our Business
China Bull Management Inc. was incorporated in the State of Nevada
on December 17, 2010 for the purpose to engage in the financial consulting business (See following section “
DESCRIPTION
OF BUSINESS”).
Although we are offering penny stock, and beginning to generate
small revenue
as
a develop stage company, we are not a blank check company, but a shell company. Our company has no any
plan, understanding, or commitments with another company to engage a merger or acquisition. And our company’s business plan
is financial consulting, especially for preparing documentary services, to serve small China operated companies with interests
in accessing USA public financing market, and we are offering XBRL filing and other services such as maintenance of the state registration
of the corporation etc., and enrolled two customers and continued to add strength and efforts in the marketing for more customers,
or plan to add more services in different areas such as consulting for new L-1 visa holders who wanted to get green card etc.
The Company
Our office is located at 665 Ellsworth Avenue, New Haven, CT 06511;
we currently use the home of our sole director, Andrew Chien, rent-free as our office. We also freely use the following office
equipment: fax machine, scanner and Internet services, copy machine and telephone services.
The telephone number of this Company is 203-844-0809 and our website
is at:
http://www.uschinachannel.net/
which will continue in construction as the business development
going on.
Risk Factors
An investment in our common stock involves a high degree of risk
including possible to lose investors' all investments. Please carefully read the “
Risk Factors
” section beginning
on Page 7 of this prospectus.
Going Concern
Our
company is in developing stage
and
just commenced
operation on a small scale , and our sole director has
limited financial capability and little
consulting
experience.
Although we consider that if the registration
statement effective, our cash of $51,250 from private financing
could
support the primary operation, our auditor is seriously concerned that we may not have the ability to continue
our
business if we do not generate substantial revenue, or raise enough capital to continue our work
.
The Offering
Securities Offered: Maximum 125,760
shares of common stock, Par value $ 0.0001.
Offering price: $1.00
per share
Period of Offering: Two years or it will
conclude when all of the 125,760 shares of common stock have
been sold, the shares no longer
need to be registered to be sold, or we decide to
terminate the registration
of the shares.
Net proceeds to
Selling Shareholders: $ 125,760
Net proceeds to
the Company: None.
Market for the There
has been no market for our securities. Our common stock is not traded on
Common
Stock any exchange or on the Over-the-Counter market.
After the effective date of the
registration statement, we hope
to have a market maker filing an application
with FINRA for our common stock
to become eligible for quoting on the
Over-the-Counter Bulletin Board.
We do not yet have a market maker who has
agreed to do so. Even we had one;
there is no guaranteed approval of such
application. In Summary, there is
no assurance that a trading market will
develop, or if developed, any such
market will be sustained. Consequently, a
purchaser of our common stock may
find it difficult to resell the securities
offered herein should the purchaser
desire to do so.
Summary of selected For the fiscal year ended December 31, 2010:
No revenue, No income. No Liability.
financial data Cash and shareholder equity: $ 127
from financing payment.
For the fiscal year ended December 31, 2011:
Revenue $14,500; Net Income
$ 65; Total Assets: $85,569 including
computer system $2,779 which installed in
our home-based office and operated by Andrew
Chien to serve customers; and cash
$80,790 and liabilities: $ 4,867. Shareholder
equity $80,702 including the
contribution of China Bull Holding for $29,169;
private financing of $51,250 that
may be required to return to investors if
this registration statement will not be
effective.
RISK FACTORS
An investment in our common stock involves a high degree of risk.
You should carefully consider the following
Risk Factors
and information provided in this prospectus. If any of the following
risks actually occur, our business, financial condition, or results of operations could be materially and adversely affected, and
you may lose some or all of your investment.
WE HAVE LITTLE REVENUE FROM CONCEPTION (DECEMBER 17, 2010)
TILL December 31, 2011. THERE IS A RISK THAT OUR BUSINESS MAY BE SHORT LIVED.
RISKS RELATING TO OUR COMPANY
1. We commence operation recently and only have two customers
this time and our operating results are unpredictable.
We have no operation history. Since the Company's formation in
December 2010, we only realized $12,000 revenue so far. At this time, we have two signed customers and one is our related party.
There are no history data upon which our investors could evaluate, estimate or predict our future revenue and profits. The likelihood
of our company's success must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered
by companies in the early stages of development.
2. We will incur increased costs as a result of being a public
company, including the adoption of Sarbanes-Oxley Act, which may not be affordable to us.
Rules adopted by SEC pursuant to Section 404 of Sarbanes-Oxley
require annual assessment of our internal control over financial reporting, and attestation of this assessment by the Company’s
independent registered public accountants. These requirements make us first to change in corporate governance practices and to
develop an adequate internal accounting control for budgeting, forecasting, managing and allocating our funds. As a developing
stage company, these new rules and regulations will increase our legal, accounting and financial compliance costs about $150,000
annually and will require additional staff time. Since we have limited financial
resources and staff time, we may not be able to afford to pay the increased costs, which ultimately could cause you to lose
your investment.
3. Our sole director lacks experience in running a public company,
which may result in material misstatements to our financial statements and an inability to provide material information to our
stockholders on time.
Our sole director has no formal training in financial accounting
and how to make disclosures of a public company. He is neither a USA certified public accountant, nor a security attorney. There
is no guarantee that he will be able to adequately prepare our financial statement in accordance of USA GAAP or satisfy SEC reporting
and disclosure requirement. Consequently, our operations, future earnings and ultimate financial success could suffer irreparable
harm due to his ultimate lack of experience with public companies and their reporting requirements in general. Further information
please refers to see section, “DESCRIPTION OF BUSINESS”.
4. Our auditors have raised substantial doubt about our ability
to continue as a going concern, since the Company does not currently have sufficient working capital necessary to pursue our intended
business.
We do not anticipate any predictable substantially cash flow in
the near future. If we fail to generate revenue, we may suffer losses due to the costs and expenses related to implementing our
business model. We cannot offer any assurance that we will be successful in attracting, then retaining any customers.
Because we do not have sufficient working capital necessary to
pursue our business objectives, our auditors have expressed their opinion that we may fail in the near future if we do not generate
profits, or raise sufficient capital soon. This opinion must be disclosed to all potential investors and other sources of capital,
which may adversely affect our ability to raise capital. Shareholder and creditor confidence may be very low in evaluating our
Company. If we are successful in acquiring a loan or a line of credit, we may be charged a much higher interest rate because of
our financial condition.
5. Our only director, Mr. Chien, has limited financial capability,
and has to run additional business. He may be unable to devote his full time to the Company, and eventually cause you to lose your
investment if his outside business fails.
Mr.
Chien, our President, is also responsible for his own business; and in May 2008, Andrew Chien applied himself as an
independent file agency to do SEC forms filing. From January 2006 till August 2011 he run USChina Channel LLC (the
“LLC”), which has similar clientele but some different services of our company. Beyond that he also owns USChina
Venture I and USChina Venture II which are blank check and volunteer reporting companies. The activities of his own business
may constantly occupy his time, which may result in interruptions or delays in serving our Company. For example: our
company was, through dividend distribution, spin-off from USChina Channel Inc on December 31, 2011 and got approval from
FINRA, but made SEC registration later on February 14, 2012. Also the profitability of his own business
greatly
affected his financial capability to perform his services for the Company with little or without any compensation. The
failure of his other business may cause him
eventually to cease the operation of our Company, and cause you to lose all your investment.
Further information please refers
to above Risk Factor 3 and the section of Page 24: "DESCRIPTION OF BUSINESS”.
6. Other than the cash held in a bank deposit, we do not have
any additional sources of funding for our business and we cannot guarantee that we will be able to find any additional funding
when and if needed.
Other than the cash held in a bank deposit, no other source of
capital has been identified or offered to us. In order to cover the high front costs of the financing consulting project, we may
need additional funding to operate our business. If we fail to get the additional funding, our business may fail. If we cease operations
for any reason, you may lose all your investment.
If we do find an alternative source of capital, the terms and
conditions of acquiring such capital may not be favorable and may result in dilution of our shareholder value.
7. We face strong competitors, which may force us out of business:
Due to GeoInvesting.com there are over 500 Chinese operated companies
to list or quoted in USA stock market (including pinksheet), served by numerous financial consulting firms, which have greater
financial resources, longer operating history, brand name recognition, and superior marketing than us. There are dozens of legal
firms who perform SEC filing work for Chinese operated companies. Many professionals are now bi-lingual and claimed that they are
the full service companies that are better than the "one individual" item service Company.
Even if we have the clients currently or in the future, the competitors'
aggressive pricing may greatly reduce our revenue and profits margin. We may never be success if we fail to compete with our competitors.
Also our Company does not provide legal advice, nor does it perform investment advisor services and we don’t have a registered
investment adviser. This may limit the number of customers we can acquire.
8. We are planning to serve small companies whose financial
instabilities will cause us more uncertainties.
Small
businesses have more risks. Some of the risks that small businesses face are overhead cost, cost of equipment, expected sales
volume, salary cost, taxes, price charged for service or product, competitor's actions, the change of government policies, the
local economy changing trends, risk that the product may become obsolete. Other risks include damages from fire, water, natural
calamities, intentionally inflicted damages, loss of data and property due to theft, machine breakdown forcing work to come to
a standstill, cash flow problems that may force a business to close.
Anyway, small business has more
uncertainties about their financial future.
Their financial conditions will be unstable.
Our
existing and potential
customers
are all small businesses
w
hich
locate in China, and the lack enforceability for Chinese companies to pay services of US company will bring us more uncertainties
to collect service fees .
8a We might be required registering as an investment company
if we accept our potential clients paying us their shares rather than cash which may have adversely negative restriction on our
operation
As found in the marketing research, our potential clients are
mostly small business operators who lack cash, and we may be possible to accept some of their stock as compensation. If in the
future we are compelled to do that, we may be deemed to be an investment company under the Investment Company Act of 1940 (the
"Investment Company Act"). If we required registering as an investment company under the Investment Company Act, our
ability to conduct our business could be materially adversely affected because of its instituting burdensome compliance requirements.
See section “DESCRIPTION OF BUSINESS”.
9.
Our sole director had a record of abandoning his
original business plan and engaged in the reverse merger, which may happen for this registrant again, and could make your investment
area misplaced.
Our sole director established USChina Channel Inc in 2006 for
financial consultant purpose. However, USChina Channel engaged in a reverse merger, changed control, and switched on Chinese education
development area on December 31, 2010. Recently he set up, especially for reverse merger purpose, several blank check companies
such as Fangxing Holding Inc which successfully finished a reverse merger in December 2010, and USChina Venture I and USChina Venture
II waiting the target companies for reverse merger. His experience in reverse merger might cause this registrant as a reverse merger
target again. If your investment objective is to support an independent business in financial consulting at development stage,
the revere merger may distort your investing objective.
9a.
Our sole directors had limited experiences in bringing
Chinese operating private companies going public in USA which may hurt our business.
Our sole directors had limited experiences in bringing Chinese
operating private companies going public because his lack of formal training, and short history to manage a public company. Especially,
he doesn’t have experience of how to finance these Chinese operating private companies which may hurt our business.
10. SEC regulation change
may have big negative effectiveness
on our business
.
Part of our potential customers is interested in "reverse
mergers" with a USA, or Canada's "shell" Company. Any future SEC regulation changes that affect "reverse mergers"
and "back door registrations" will greatly influence our potential number of customers.
Usually we consider the "reverse mergers" process, a
quick and less expensive way for small companies going public, and small companies could go public first, and make financing after
being public. Our sole director Mr. Chien d oesn’t have experiences to deal with regulation changes
in the reverse merger. Any time delay or costs increasing, caused by
regulation
change and other reasons,
would have the possibility to make some companies going public plan impossible. China
Bull Management is in the development stage, and any one potential customer loss would make big negative impact on its own
business.
11. We have no business insurance;
any unanticipated
events or expenses may hurt our business substantially.
We
have no general liability or umbrella liability insurance
to cover legal hassles due to claims of negligence; no key person Insurance to protect our company from a key person dies, falls
ill, or leaves; no
criminal insurance to protect us from theft and malicious damage. Any unanticipated events or
expenses may hurt our business substantially.
12. If we grant employee share options or other share-based
compensation in the future, our net income per share could be negatively affected.
If we are forced to pay employees with stock, or stock options
for services already performed, we may substantially reduce the worth of each share.
13. Foreign currency exchange policy in China could adversely
affect our profitability.
The value of RMB against the U.S. dollar and other currencies
may fluctuate and is affected by, among other things, changes in political and economic conditions. Despite that in the planned
service contract, our service charge, and customers’ payment would all be marked in US dollars, then the fluctuation of RMB
against the U.S. dollar will not have material influence on our revenue, however, our profits will be hurt because some costs in
China such as travel or other service will increase as results of the appreciation of RMB. Moreover, the purpose of Chinese operated
companies becoming US public is for US dollar financing. An appreciation of RMB against the U.S. dollar would make any new RMB
denominated investments or expenditures more costly to USA investors, then to cause less attractive of US public listing for China
operated companies and our associated services.
14. Our sole director controls our Company, which could result
in a lack of independence needed on certain issues and decisions, which impacting our shareholders
.
Our sole director, Mr. Chien, currently owns over 88% of the outstanding
common stock, remaining in control of the Company. Although Mr. Chien is not party to any voting agreement, he will be able
to exert significant influence, or even authority, over matters requiring approval by our security holders, including the election
of all of our directors, control our operations, and inhibit your ability to change the Company's operations. Accordingly,
our shareholders will not have sufficient votes to cause the removal of Mr. Chien in his function as officer and director.
As a result, we lack independent directors, independent board
committees and an independent audit committee financial expert. There can be no assurance that Mr. Chien will be completely independent
in the decisions
he makes as our sole director and/or principal stockholder that will ensure protection of the rights of
other stockholders who purchase our securities in this offering.
Such concentrated control of the Company may adversely affect
the price of our common stock in the event we merge with a third party or enter into a different transaction which requires shareholder
approval.
15. We are dependent upon our officer Mr. Chien to develop
the business
.
If we fail to retain the services of Mr. Chien, it would severely negatively affect our business, operating
results and financial results.
We have no employees, and are solely dependent upon our one executive
director, Mr. Chien, President, CEO, CFO, and Treasurer, to create and maintain our business. Mr. Chien’s business experience
is limited, and neither he, nor the Company can guarantee any degree of success.
We do not carry a "key person" life insurance policy
on Mr. Chien. Should something happen to Mr. Chien, or if Mr. Chien is not proficient with developing our business, then the Company
may fail and cease operations, and you could risk a total loss of any investment.
We have not entered into a management and/or employment agreement
with Mr. Chien and most of his obligation to our company is in verbal that may change from time to time, and the loss of his services
could have a negative impact on our business operations and possible revenues. If we were to lose the services of Mr. Chien
or are unable to hire and train competent employees, as and when needed, implementation of our proposed business operations could
be delayed or worse, fail, and you could risk a total loss of any investment you make in our securities.
Mr. Chien began performing duties for the Company without payment,
and he presently devotes about thirty hours per week to the Company's operations, after the business is fully in operation, he
will work full time on our company, and spend the overtime on other business, or shift his other business to other persons .
16. Operations outside the United States may be affected by
different local politics, business and cultural factors, different regulatory requirements; for example, our operation will schedule
in China which lacks monitor and penalties for falsified accounting and such insufficient of monitoring system in financing industry
may hurt our business.
Operations outside the United States may be affected by different
local business and cultural factors, different regulatory requirements and prohibitions between jurisdictions, including the Foreign
Corrupt Practices Act and local laws prohibiting corrupt payments; and changes in regulatory requirements for financing activities.
We are working and plan to work in China which is part of the
emerging markets, i.e. nations with social or business activity in the process of rapid growth and industrialization. The lacks
of regulations and enforceability in China, present a number of risks and uncertainties. For example, in China, there lack monitoring
and penalties for fraud in financing industry, and exist cash transactions without a receipt or contract among business entities,
which will cause business entities to easily make falsified accounting for various purposes. Such lacks of accounting regulations
and enforceability, will hurt the confidence of USA investors over the accounting integrity of the Chinese operated companies.
17. Our company’s recent private financing will be invalid
without the effectiveness of a registration statement, which may hurt our company in both economy and reputation if the shareholders
return the distributed shares to us.
China Bull Management initiated a private financing
recently for sale of 102,500 shares of common stocks to six shareholders at $0.5 per share without the effectiveness of a
registration statement. Our board of directors made decision that the investors in this private financing have the rescission
rights to return the shares to the company, and withdraw their financing if the registration statement will not be effective
or withdraws by the company, which would hurt the economy of our company. Although we withdrew the first S-1 on November 17,
2011, the six shareholders verbally agreed to wait us to file this one without taking their rescission right.
RISKS RELATED TO THIS OFFERING
OUR STOCK PRICE IS VOLATILE AND YOU MAY NOT BE ABLE TO SELL
YOUR SHARES AT A PRICE HIGHER THAN WHAT YOU PAID.
18. We must comply with penny stock regulations, which could
effect the liquidity and price of our stock.
The SEC has adopted rules that regulate broker-dealer practices
in connection with transactions in "penny stocks." Penny stocks generally are equity securities with a price of less
than $5.00, other than securities registered on certain national securities exchanges or quoted on NASDAQ, provided that current
price and volume information with respect to transactions in such securities is provided by the exchange or system. Prior to a
transaction in a penny stock, a broker-dealer is required to: Deliver a standardized risk disclosure document prepared by the SEC;
Provide the customer with current bid and offers quotations for the penny stock; Explain the compensation of the broker-dealer
and its salesperson in the transaction; Provide monthly account statements showing the market value of each penny stock held in
the customer's account; Make a special written determination that the penny stock is a suitable investment for the purchaser and
receives the purchaser's consent; and Provide a written agreement to the transaction. These requirements may have the effect of
reducing the level of trading activity in the secondary market for our stock. Because our shares are subject to the penny stock
rules, you may find it more difficult to sell your shares.
19. We do not anticipate paying any cash dividends in the foreseeable
future, which may reduce your return on an investment in our common stock
.
We intend to retain any future earnings to finance the growth
and development of our business. Therefore we do not plan to pay any cash dividends in the foreseeable future. Any return on your
investment would derive from an increase in the price of our stock, which may or may not occur.
20. There is no trading market for our common stock and quoting
our stock price on the Over-The-Counter Bulletin Board will have much of the volatility of our stock and make it harder to sell
our stock.
Our common stock is not eligible for trading on any stock exchange
and there can be no assurance that our common stock will achieve listing on any such exchange. We intend to hire market makers,
who will apply for quoting our stock price on the Over-The-Counter Bulletin Board Trading System pursuant to Rule 15c2-11 of the
Securities Exchange Act of 1934, but there can be no assurance we will obtain such a service. And even we had one; there is no
guaranteed approval of such application. There is no assurance that a trading market will develop or, if developed, that it will
be sustained. The Bulletin Board tends to be highly illiquid, in part because there is no national quotation system by which potential
investors can track the market price of shares except through information received or generated by a limited number of broker-dealers
that make markets in particular stocks. There is a greater chance of market volatility for securities that trade on the Bulletin
Board as opposed to a national exchange or quotation system. This volatility may be caused by a variety of factors, including:
·
The lack of readily available price quotations;
·
The absence of consistent administrative supervision of "bid"
and "ask" quotations, which will cause
wide spread between the prices of bid and
ask;
·
Lower trading volume; and
·
Market conditions.
In a volatile market, you may experience wide fluctuations in
the market price of our securities. These fluctuations may have an extremely negative effect on the market price of our securities
and may prevent you from obtaining a market price equal to your purchase price when you attempt to sell our securities in the open
market. In these situations, you may be required to either sell our securities at a market price which is lower than your purchase
price, or to hold our securities for a longer period of time than you planned.
21. Investors in this offering may suffer substantial dilution
or an unrealized loss of seniority in preferences and privileges if we need to seek additional funding in the future.
We have authorized 75 millions of shares with only about over
1 millions of shares outstanding. If we desire to raise additional capital in the future because we will experience losses, and
has little assets in our current operations, or we need to expand our operations, then we may have to issue additional equity,
preferred securities or convertible debt securities, which may not need the approval of current shareholders. The issuance of new
shares would cause the buyers in
this offering to suffer dilution of their ownership percentage.
The dilution may be substantial because if maximum 75 millions would have issued, the dilution would be over sixty times, or the
current shareholders’ ownership would reduced to about 1/65. In addition, it is possible that any future securities could
grant new shareholders rights, preferences, and/or privileges that are different from this offering.
22.
We are a shell company and our shares may not be
saleable under rule 144.
We are a shell company in accordance with the Securities Act of
1933. As a shell company, our shares of common stock can’t be resold under Rule 144 of the Securities Act of 1933. Our shares
would only be able to resell through a registration statement declared effective by the SEC or by meeting the conditions of Section
4(1) under the Securities Act, if available, for non-affiliates, or Rule 144(i), under the Securities Act.
23. Investors in this offering will suffer substantial dilution
because the share price paid by existing shareholders was much lower than the offering price.
All existing selling shareholders paid maximum $
0.5 per share or $0.0001 per share because they were the founding s
hareholders,
but investors in this offering must pay a fixed price of $ 1.00 for the duration of the offering.
Therefore, the investors in this offering will realize significant dilution in the book value of their shares.
Dilution arises as a result of our arbitrary determination of
the offering price for $1 per share, which is substantially greater than about $ 0.08/ share of the book value of the shares held
by our current shareholders prior to the offering. As of the date of this prospectus, we have 1,138,596 shares of common stock
outstanding and will have shareholder equity of over $ 87,000 after the S-1 effective.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements. The forward-looking
statements are based on our current goals, plans, expectations, assumptions, estimates and predictions regarding the Company.
When used in this prospectus, the words "plan", "believes,"
"continues," "expects," "anticipates," "estimates," "intends", "should,"
"would," "could," or "may," and similar expressions are intended to identify forward looking statements.
Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause the actual results, events or growths to be materially different from any future
results, events or growths expressed or implied in this prospectus.
The statements made in this prospectus should be read as being
applicable to all forward-looking statements wherever they appear in this prospectus. These statements include, but are not limited
to, statements under the captions, "
RISK FACTORS
," "
MANAGERMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
",
and "
DESCRIPTION OF BUSINESS
".
We do not undertake any obligation to update any forward-looking
statements contained in this prospectus to reflect new events or circumstances, unless and to the extent required by applicable
law.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock
offered through this prospectus by the selling shareholders.
DETERMINATION OF OFFERING PRICE
We determined the offering price arbitrarily. There is no relationship
between our offering price versus our assets, future earnings, book value, net worth or other economical or recognized criteria.
The estimated offering price set forth on the cover of this prospectus is fixed at $1 in the duration of this offering.
DILUTION
There will be no dilution to our existing shareholders because
the common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding.
SELLING SHAREHOLDERS
The selling shareholders named in this prospectus are offering
all of the 125,760 shares of Common Stock offered through this prospectus. Among them, 102,500 shares were acquired by private
offering recently within the company’s inside shareholders, and the 23,260 shares acquired by the distribution did by USChina
Channel on December 31, 2010 as special dividends.
The Company will not receive any proceeds from the sale of the
shares by the selling shareholders.
Please
be aware that none of the selling shareholders is any officer or control person of the company. Further, none of the selling shareholders,
has had a material relationship
with us other than as a
shareholder at any time; or is a direct
family relationship with one of our officers, except Jiayang Chien who is an independent daughter of the President.
Each of the selling shareholders named in the prospectus are deemed
to be underwriters of the shares of common stock which they are offering.
The following table provides as of the date of this prospectus,
information regarding the beneficial ownership of our common stock held by each of the selling shareholders, including: selling
shareholder’s names and the number of shares owned by each prior to this offering; the total number of shares that are to
be offered for each; the total number of shares that will be owned by each upon completion of the offering; and the percentage
owned by each upon completion of the offering.
The following data were aggregated from the Company’s record,
and the information of Island Securities, which is the transfer agency of China Bull Management Inc.
Names of Selling Stockholder
|
Shares Owned
Original
|
Shares Offered in Offering
|
Shares Owned after Sale of All
Offered
|
Percent Owned after Sale of All Offered
|
Yuet Chong Lee
|
1500
|
1500
|
0
|
0
|
Anding Qian
|
4100
|
4100
|
0
|
0
|
Hector J. Llorens
|
150
|
150
|
0
|
0
|
Fawn Wang
|
150
|
150
|
0
|
0
|
Vera Olichney***
|
150
|
150
|
0
|
0
|
Chao Wang
|
300
|
300
|
0
|
0
|
Jin Du
|
150
|
150
|
0
|
0
|
Teddy Chien
|
150
|
150
|
0
|
0
|
Sophie Huizhen Chan
|
150
|
150
|
0
|
0
|
Xichang Chen
|
250
|
250
|
0
|
0
|
Brian Faucher
|
150
|
150
|
0
|
0
|
Kaiyu Jiang
|
150
|
150
|
0
|
0
|
Xinmei Tan
|
300
|
300
|
0
|
0
|
Bolin Ma
|
250
|
250
|
0
|
0
|
Beatriz Llorens***
|
150
|
150
|
0
|
0
|
Jiasan Fu
|
150
|
150
|
0
|
0
|
Yang Wu
|
200
|
200
|
0
|
0
|
Dadin Fu
|
250
|
250
|
0
|
0
|
Charlene Yu
|
1000
|
1000
|
0
|
0
|
Greg Brill
|
10
|
10
|
0
|
0
|
Jiayang Chien
|
1000
|
1000
|
0
|
0
|
Tong Li
|
150
|
150
|
0
|
0
|
Hongyi Liu
|
150
|
150
|
0
|
0
|
XiuZhu Xu
|
100
|
100
|
0
|
0
|
Wei Wang
|
4,000
|
4,000
|
0
|
0
|
Las America Research Group***
|
150
|
150
|
0
|
0
|
Allied Pacrim Capital**
|
150
|
150
|
0
|
0
|
Roger Alan Heine
|
50
|
50
|
0
|
0
|
JiaJun Qian
|
50
|
50
|
0
|
0
|
NATIONAL FINANCIAL SERVICES
|
10
|
10
|
0
|
0
|
KNIGHT CLEARING SERVICES
|
80
|
80
|
0
|
0
|
|
|
|
|
|
E*TRADE Inc
|
10
|
10
|
0
|
0
|
Scottrade Inc
|
200
|
200
|
0
|
0
|
First Clearing House
|
1500
|
1500
|
0
|
0
|
Cindy Qingxin Shi
|
1500
|
1500
|
0
|
0
|
George G. Cobleigh & Brenda Lewis
|
640
|
640
|
0
|
0
|
PENSON FINANCIAL SERVICES, INC
|
3860
|
3860
|
0
|
0
|
|
|
|
|
|
(Following Shareholders Purchased at $0.5 Per Share)
|
Yuet Chong Lee
|
10000
|
10000
|
0
|
0
|
Anding Qian
|
40000
|
40000
|
0
|
0
|
Jiayang Chien
|
10500
|
10500
|
0
|
0
|
Yang Wu
|
2000
|
2000
|
0
|
0
|
Jiajun Qian
|
10000
|
10000
|
0
|
0
|
Qingxin Shi
|
30000
|
30000
|
0
|
0
|
|
|
|
|
|
Total
|
125,760
|
125,760
|
0
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes: (a)Followings are persons who execute the voting rights
of the shares owned by the associated companies: ***Hector Llorens; ** Vera Olichney.
(b)
Followings are names of the firms and managers which handled the
trustee accounts:
E-trade: Mr. Steven J. Freiberg; National Financial Services LLC:
William P. Foley; Scottrade: Rodger Riney; Knight Clearing Service: Bronwen Bastone; First Clearing House (affiliate of Well Fargo):
John G. Stumpf; Penson Financial Services: Philip A. Pendergraft.
The named party beneficially owns and has sole voting and investment
rights over all shares. The percentages are calculated on the fact that there were 1,138,596 shares of Common Stock outstanding
on the date of this prospectus.
PLAN OF DISTRIBUTION
The selling shareholders or their pledgees, transferees or other
successors in interest may sell some or all of their common stock in one or more transactions, including block transactions, or
privately negotiated transactions.
The
selling shareholders can sell our shares initially at a fixed price $1 p
er share for the duration of the offering.
The Company is bearing all costs relating to the registration
of the common stock, while the selling shareholders will pay any commissions or other fees payable to brokers or dealers in connection
with any sale of the common stock.
In the sale of the common stock pursuant to the registration statement,
selling security holder must be made at the fixed price of $1 for the duration of the offering, and the selling shareholders must
comply with the requirements of the Securities Act and the Exchange Act. In particular, each of the selling shareholders named
in the prospectus are deemed to be underwriters of the shares of common stock which they are offering. Our company believes that
the quantities of our private offering are small compared with total outstanding shares, and any aspect of the transaction is appropriately
characterized as a transaction that is eligible to be made under Rule 415(a)(1)(i).
If selling stockholders sell these shares of our common stock
directly to any or both of market makers and broker-dealers acting as agents for their customers, they should furnish each market
maker, or broker-dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time,
as may be required by such market maker, or broker-dealer.
Alternatively, the selling stockholders may sell all or any part
of the shares of the common stock offered hereby through an underwriter. In this case, we may see that a deal or agreements will
be signed between an underwriter and a selling stockholder, then the associated details will be set forth in a supplement or revision
to this prospectus. So far, no selling stockholder has entered into any agreement with a prospective underwriter, and there is
no assurance that any such agreement will be entered into.
None of the selling shareholders are broker/dealers or are affiliated
with broker/dealers.
TRANSFER AGENT AND REGISTRAR
Island Securities, 100 Second Avenue South, Suite 705S, Saint
Petersburg, FL 33701. Tel: 727-289-0010, will be our stock transfer agent for our common stock.
LEGAL PROCEEDINGS
Neither the Company, nor any officer, director, is a party to
any material legal proceeding.
No officer, or director has been
convicted of violating a securities law, or a felony, nor filed bankruptcy.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS
The director of our Company hold office until the next annual
meeting of the shareholders, or until his successor has been elected. The officers of our Company are appointed by our board of
director and hold office until their death, resignation or removal from office. As of the date of this filing, our director and
executive officers are listed below.
Name and Address of
Amount of Percent of Class
Beneficial Owner
Beneficial Owner
Andrew Chien 1,002,436
88 %
665 Ellsworth Avenue
New Haven, CT 06511
Kin Yuet Li
Jackson Height, NY 11375
10,400 1 %
All Officers and Director
as a group:
1,012,836 89 %
Board of Director and Executive Officers
The director of our Company hold office until the next annual
meeting of the shareholders, or until their successors have been elected. The officers of our Company are appointed by our board
of director and hold office until their death, resignation or removal from office. As of the date of this prospective, our director
and officers are listed below.
Directors:
Andrew Chien, 66, Founder, President, CFO, and
Director of Our Company since inception. He was ex-president till December 31, 2010, and ex-director till March 5, 2012
of USChina Channel Inc, an Over-the account Bulletins Board quoted company. USChina Channel Inc engaged in financial
consulting service before and switched to Education business after the reverse merger on December 31, 2010, and with its name
changed to China Education International Inc in May 2011. He is CEO of China Bull Holding Inc, a subsidiary of China
Education since inception of July 2009. He held directorship for Fangxing Holding Inc,(predecessor company of China Complant
Group Inc) a blank check company, from December 16, 2009 (inception) until December 20, 2010. He is President for USChina
Venture I Inc and USChina Venture II Inc, both are blank
check
reporting companies since inception of December 28, 2010.
He is Secretary of USChina Taiwan since November 2010. He is self-employed since 1998, and owns USChina Channel LLC, which is
a private company, engaged in financial consultant since January 2006 till termination in August 2011. He has engaged in filing
agent work for serving this Company, USChina Channel Inc, USChina Venture I, and USChina Venture II to file various SEC forms
such as Form 10, S-1 (customers: USChina Taiwan Inc in March 2010, China Complant Group Inc in January 2011), and 10K, etc..
Mr. Chien was born in China, and received his Bachelor of Science
degree at the Jiangsu Institute of Technology, Zhengjiang, Jiangsu, China in 1968. He was employed for eighteen years in China
until he came to the United States in 1986. In 1988, he received his Masters degree of Mathematics at the University of Rhode Island.
Mr. Chien's extensive education and professional experience in the both U.S. and China make him, as our Director, some advantages
in:
-
contacts with some entrepreneurs in China;
-
skill sets and experience in the business service field, including understanding
some
public company's legal, accounting and investor relationship issues;
-
language skills of both Chinese and English; and
-
work ethics and his determination to turn our business into a financial success.
Currently, he worked full time for our Company.
Kin Yuet Li,
56, Secretary. He, as a non-employee, joined
the Company in December 2010. Mr. Li is employed, as Science Laboratory Specialist, by F.D.R. High School, Brooklyn, NY 11204,
from 2003 to 2007, and by Queens High School for The Sciences at York College, Jamaica, NY 11451 since September 2007. He
got his Master in Computer & Information Science at the University of New Haven, in August 2000.
Code of Ethics
On December 31, 2010, the Company adapted Code of Ethics, pursuant
to Item 406 of Regulation S-K, of which all our officers and employees are bound by.
The Code of Ethics is intended to promote honest and ethical conduct,
full and accurate reporting, and compliance with the law. A copy of the Code of Ethics is included as Exhibit 14.01 to this registration
statement. The full text of the Code of Ethics also posted in the Company's website:
http://www.uschinachannel.net/index/pg63407#textJump194772
A printed copy of the Code of Ethics may be obtained free of charge
by writing to the Corporate Secretary at: China Bull Management Inc., 665 Ellsworth Avenue, New Haven, CT 06511.
FUTURE SALES BY EXISTING SHAREHOLDERS
A total of 1,138,596 shares, except 125,760 shares registered
here, of common stock were issued here as "restricted securities".
The shares can’t be publicly sold until Section 4(1) under the Securities Act, if available, for non-affiliates, or Rule
144(i)2 of the Securities Act being satisfied.
Shares purchased from this offering, will be immediately available
for resale. However, there is currently no trading market and, if a trading market develops, the lack of liquidity could have a
depressive effect on the market value of our common stock, and cause the resale more difficult.
DESCRIPTION OF THE SECURITIES
Common Stock:
We are currently authorized to issue 75,000,000 shares of $ 0.0001
par value common stock. On the day of this filing, there were 1,138,596 shares issued and outstanding. All shares are equal to
each other with respect to liquidation and dividend rights. Shareholders with voting rights are entitled to one vote per each share
of stock they own.
Holders of shares of common stock are entitled to share in all
dividends as may be declared by the Board of Directors out of funds legally available. Upon liquidation, holders of the shares
of common stock are entitled to participate on a pro-rata basis in a distribution of assets available for distribution to all shareholders.
Reference is made to our Articles of Incorporation and Bylaws
for a more complete description of the rights and liabilities of holders of common stock. There are no conversions, pre-emptive,
or other subscription rights or privileges with respect to any shares. Our shares do not have cumulative voting rights. This means
that the holders of more the 50% of the shares will be able to carry the majority vote for each of the directors; thereby electing
all of the directors, if they choose to do so. In such event, the holders of the remaining shares, aggregating less than 50%, will
not be able to elect any of the directors.
INTEREST OF NAMED EXPERTS AND COUNSEL
None of the experts named below was or is a promoter, underwriter,
voting trustee, director, officer or employee of China Bull Management Inc.
Legal Matters: Timothy S. Orr, attorney at law, 4328 West Hiawatha
Dr., Ste 101, Spokane, WA 99208, has provided an opinion on the validity of our issuance of Common Stock thereunder.
Accounting Matters: The financial statements appearing in this
prospectus and registration statement have
been audited by Kenny Ruan, CPA, located in Woodbridge CT, as
set forth in their report attached to this prospectus, are included in reliance upon such report given on the authority of such
firm as experts an accounting and auditing.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR
SECURITIES ACT LIABILITIES
Our Articles of Incorporation, as amended,
provide that the Board of Directors has the power to:
1. indemnify our directors, officers, employees and agents to
the fullest extent permitted under the laws of the State of Nevada;
2. authorize payment of expenses incurred in defending a civil
or criminal action; and
3. purchase and maintain insurance on behalf of any director,
officer, employee or agent.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended ("Securities Act") may be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.
ORGANIZATION WITHIN THE LAST FIVE YEARS
We were incorporated in December 17, 2010. We are in a start-up
stage. We begin our operations on a small scale in the second quarter of 2011.
DESCRIPTION OF BUSINESS
Company History
China Bull Management Inc was incorporated in the State of Nevada
on December 17, 2010 for the purpose to engage in the financial consulting business. None of the activities of the Company or
Mr. Chien require or will require:
-
the Company or Mr. Chien to register with the SEC as an investment adviser pursuant to the Investment Advisers
Act of 1940 or
-
the Company or Mr. Chien to register with any U.S. state securities regulator as an investment adviser.
From December 31, 2010 till November 28, 2011, the company finished
the combination process with China Bull Holding through following steps:
On December 31, 2010, the Company signed “Service Agreement”
with China Bull Holding Inc, to manage and take the beneficiary of the business of China Bull Holding which is a subsidiary and
successor of the legacy (such as assets and liabilities) of USChina Channel, just after USChina Channel was acquired by China Education
International, Inc. (“China Education”).
Under the “Service Agreement”, we fully manage its
assets and operation, and we are the primary unconsolidated beneficiary of China Bull Holding, therefore China Bull Holding is
the off-balance sheet arrangement (see following section: “MANAGERMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.”)
We didn’t execute any charge against China Bull Holding under the “Service Agreement”.
In July 2011, Andrew Chien cancelled the business plan of
China Bull Holding, and transferred all cash of $29,169.37 of China Bull Holding into a bank deposit for this company as
additional paid-in capital without any issuance of our shares under his authorization of the service agreement
.
On
February 16, 2012, an agreement (Exhibits 10.09) to separate China Bull Holding independently was reached among China
Education, China Bull Holding and China Bull Management. According to the agreement China Education will not claim
any portion of the ownership from
separated China Bull Holding while China Bull Holding will not claim any
liabilities from the parent company.
Mr. Chien plans to
dissolve China Bull Holding.
Currently, Mr. Chien is the Chairman, CEO and CFO, and majority
shareholder of our company. We have the office at 665 Ellsworth Avenue, New Haven, CT 06511, telephone number (203) 844-0809. The
website of China
Bull Management is the original website of USChina Channel Inc,
at
http://www.uschinachannel.net
Our company initiated limited operation in the second quarter
of this year by offering XBRL filing and other services to two customers, and continued to add strength and efforts in the marketing
to explore more services for potential customers.
Share Distribution and Private Offering
On December 21, 2010, under former name USChina Channel Inc(new
name: China Education International, Inc since May 2011), the Board made decision (Exhibits 10.05) to purchase 1,265,456 shares
of common stock of the Company on par value $0.0001 per share for aggregate price of $126.55, and by following Nevada Revised Statutes
(“NRS”)78.288 1, USChina Channel distributed these shares to the shareholders of USChina Channel on the record of December
31, 2010 at one to one basis that is every outstanding share of USChina Channel will get one share distribution of the Company
as a special dividend, or gift. The
distribution of these shares performed by USChina Channel followed the rules of Article
V. Section 2 of By-Laws of USChina Channel, which gave every shareholder rejection right in the distribution, of which no shareholder
of USChina Channel ever took.
The share offering of the Company to USChina Channel was relative
to the two companies’ close relations of the sole control interests of Andrew Chien; not involving any public stock offering
such as public solicits including advertisement, and was exempted from the registration requirement due to Section 4(2)
of the Securities Act of 1933, as amended. This share offering is also a spin-off of USChina Channel, and USChina Channel Inc
was the underwriter. The spin-off got FINRA approval in December 2010, and we made registration to SEC on February 14, 2012.
On January 30, 2011, the Board of the Company made following decision
(Exhibits 10.04):
-
The existing shares of common stock on the record day of January 30, 2011 will make 1 for
10 reverse split, and the fractional share will be round into an integer share.
-
The company offers Andrew Chien to purchase 900,000 shares at par value $0.0001 and Kin
Yuet Li 10,000 shares at par value $0.0001.
-
The Board will make sale of its shares to shareholders at $0.5 /share. The proceeds will
be used in the company’s operation.
-
The company will make registration for all shares except officers’ before February
15, 2011.
The Board believes that the sale of about 102,500 shares to
inside shareholderswho are all Andrew Chien’s friends and relatives, accredited or sophisticated investors,at $0.5
/share, not involving any public stock offering such as public solicits including advertisement, was exempted from the
registration requirement due to Section 4(2) of the Securities Act of 1933, as amended. The offering finished on August 8, 2011 (share certificates not distributed yet).
On November 17, 2011 we withdraw a registration statement for
a secondary offering which was filed on February 14, 2011, because (i) before the completion of the private offering, the filing
of a registration statement constitutes a general solicitation for the offering, which would cast doubt upon the validity of the
exemption of Section 4(2) of the Securities Act of 1933 due to the share distribution is clearly contemplated; and (ii)the registration
statement should cover resales by the purchasers, not issuances to the purchasers, provided that the purchasers have become irrevocably
bound to acquire the securities prior to the filing of the registration statement subject only to conditions outside their control
and the purchase price is established at the time of the private placement; and (iii) the registration statement submitted in February
2010 might provide the purchasers with registered securities rather than restricted as specified in the share subscription agreement.
The proceeds were deposited in the bank account, not in use yet
because the offering has the policy that in case that this new application of S-1 is failure, 100% of the proceeds generated from
the sale at $0.5 /share will return to the shareholders. Our current cash position of $80,790 on December 31, 2011, makes us to
have the capability to return the proceeds of private financing. However, the return of proceeds will hurt our development of business.
Our Company’s Services and President Andrew Chien’s
Operation Experience before December 31, 2010.
After the financial crisis, we found that the service area for
China operated companies going USA public has a lot of change. According to the reports released by Pricewaterhouse Coopers, China
became the world's largest IPO Market in 2010, and the quick development of Chinese stock market makes USA market relative less
attractive to Chinese operated companies. Although the accumulated number of Chinese operated companies listed in USA has over
500. The new listing Chinese companies for OTCBB have greatly reduced in past twelve months. Most companies are interested in immediately
financing, and want to list in NASDAQ, and they are reluctant to pay high front costs for USA public listing. On other hand, some
companies, whose stock traded in OTCBB for a couple of years without any financing yet, complained about the high auditing
fee and other maintenance costs of the keeping public in USA.
Some is willing to withdraw as OTCBB quoting in order to reduce the overhead costs. On other side, since spring of 2011, several
USA-listed Chinese companies exposed falsified accounting scam which made USA investors to lose confidence of Chinese stocks. In
Mr. Chien’s recent (October 2011) trip to China, he found some potential customers withdrew their plans, and he believed
that another cold period for the sector of serving Chinese operated companies in USA public is hanging on.
In order to meet the challenge, we are in the explore of new services
such as
• to try doing more services in help of preparing financing document;
• to expand SEC file services such as Edgar html format
and XBRL format services for those already USA public or reporting companies. As XBRL format filing for financial statements is
dominant after June 15, 2011, to serve issuers for XBRL format at lower costs will become an additional opportunities for us to
engage in new customers;
• to pay more attention to the companies quoted in the
pink sheet which may need to file their financial statements in otcmarkets.com
.
After adapting these new steps, Andrew Chien has increased contacts
with potential customers. Currently, we have two customers signed for our SEC filing services.
Our Strategy
When
investors read our strategy, it should be aware that our business operation is in
China which creates more uncertainties
and risks.
Our strategy is made from following considerations:
• Our current financial condition requires for controlling
overhead costs;
• Our market strategy for exploring services in both existing
and new potential areas:
One area is that we have some
experiences, and to make further expansion; such as assisting company going public; consulting in reverse merger, in
providing investor relation services, and in providing consulting services to U.S. companies for Regulation S offering.
Another is that we didn’t have experience but we found there may be potential market for us, such as consulting for new
L-1 visa holders who wanted to get green card in USA, or clients who were contacting for investors in both USA and China to
invest in another emergency market such as Vietnam etc. Our service emphasis is to help preparing business plan document.
The several important issues are as followings:
a. Enhancing Ethics of Top-managers and Limiting Overhead Expenses
Matching Current Cash Position and Possible Income (this internal organization is important to keep our company competitive in
the development stage):
Our company only has an operating officer: Mr. Chien, who is our
treasurer and chief accounting officer, CFO as well as President and CEO; and he has some knowledge and experience about the GAAP
accounting, and Regulation S-K because he was CEO and CFO of USChina Channel from April 2006 to December 2010. However, he is neither
a CPA, nor a security attorney, and there is no guarantee that his accounting practice for our company would fully follow GAAP,
and his disclosure fully following Regulation S-K. However, as a develop stage company with limited financial resources, we concentrate
our attention to reduce the overhead expenses, keep corporation structure simple, and generate revenue now, and we will plan to
hire an outside CFO with CPA qualification, and to hire a security attorney as our regular counsel in the future only as our business
becomes affordable. Our decision is in compliance with Nevada Revise Status 78.138 2(b):
"Counsel, public accountants ...as to matters reasonably
believed to be within the preparer’s or presenter’s professional or expert competence",
which didn't require a counsel being a security attorney or a
public accountant being a CPA. We feel, according to Mr. Chien's knowledge of GAAP and Regulation S-K, plus the relatively small
working amount of our accounting and reporting requirement, it is proper to have Mr. Chien acting as our treasurer and chief accounting
officer, CFO as well as President, CEO at this time, and we didn't find any evidence that Mr. Chien's accounting practice, and
his disclosure in SEC filings have any wrongdoing to undermine his qualification as our only executive officer.
In the meantime, we are aware that one director, compared with
one group of people working together, has more difficulties to manage a public company, especially for Mr. Chien, who is taking
care of several businesses simultaneously. This is because even if one person has extensive knowledge in many areas, it was very
hard for him to develop his skills in multi areas at the same time compared with one area's professionals due to the lack of working
time, experience and skill in every area. And we will further emphasize the existing limited communication between Mr. Chien and
outside professionals to make remedy. For example, at current stage we will make communication between Mr. Chien and outside counsel(s)
to discuss the associated SEC reporting requirement before our business executing any big development. As for accounting issue,
we will strictly obey the rules, spend more time and make double-check of the accuracy, and ask outside public independent accountant
to review every quarter reports and auditing our annual report following Article 8 of S-X. As business developed, we will also
consider hiring an outside accounting firm to do regular accounting first before we fire a CPA as our CFO.
We are aware that a public company has high standard for the GAAP
and SEC reporting requirement. In order to satisfy GAAP and Regulation S-K, we need the control procedure: consisting of a series
of steps on Mr. Chien's self-disciplines, including regularly self-study to update his knowledge on GAAP, Regulation S-K and other
SEC rules, and consistently self-checking whether or not the accounting method following the principles of GAAP such as the historical
cost principle, revenue recognization principles, match principle and full disclosure principle, and regularly contacting with
outside professional services. When Mr. Chien has questions, he will do his best to contact outside experienced accounting counsels
or security attorneys to get help, even to arrange contracts when it is necessary. At this stage, we don't have
any contracted outside accounting counsel, or security attorney
except in this registration Timothy S. Orr, attorney at law, has provided an opinion on the validity of our issuance of Common
Stock thereunder, and Kenny Ruan, CPA, as our auditor.
b. Enhancing the current service program to add Private Financing
for Seed-Money in China:
We felt that after the financing crisis, US investors are more
interested in the corporations of later-stage business development because they have more stable revenue. However, our potential
customers are mostly in the earlier development stage of their business, and eager in obtaining the seed money for start-up or
primary expansion. Recently, as more Chinese interested in oversea investing, more RMB (Remminbi) funds are interested in offshore
deals. Their managers have riskier orientated attitudes. It may be a good idea to combine the public listing advantages of two
countries: easier procedure of going public in USA, and easier seed-money financing in China. Therefore, to consulting US public
companies for Regulation S offering in China is our new strategy in additional to our existing services such as consulting in reverse
merger, SEC document filings etc. We will plan to launch such service in our company directly, but not commence yet.
c. Exploring Consulting Business Relative to Chinese Investors
Investing Overseas:
Due to our research, we found that as China became world’s
second-biggest economy, more Chinese became rich. More Chinese initiated investing overseas. Some Chinese companies want to become
public in USA because they have investing venture in USA or Asia, such as Vietnam whose domestic economy status was similar to
that of China’s about ten years ago; or their owners are in the process of pursuant of a US invest immigration visa. As the
potential customers have wide demands, our consulting business also needs to explore more areas. Our company should consider one
place for multiple services, for example one place to supply the consulting and filing services for SEC forms not only, but also
the consulting and filing services for INS or IRS forms etc. When introducing US investors to China, we should contact those who
have interests to invest in China not only, but also those who are willing to invest in a third country together with Chinese investors.
This is just our plan, not to commence operate yet.
Business Overview
The
Company is in the developing-stage and only generated little of revenue, and we have only one director: Mr.
Chien, who isn’t a registered invest adviser.
However, we believe that our business has the possible to be success because of our President's (Mr. Chien’s)
extensive education and professional experience in the both U.S. and China make him, as our Director, some advantages in:
·
contacts with some entrepreneurs in China;
·
skill sets and experience in the business service field, including
understanding some public company's legal, accounting and investor relationship issues;
·
language skills of both Chinese and English;
·
long
time (over a dozen of years) working experiences in both China and USA; and
·
work ethics and his determination to turn our business into a financial
success.
In past five years, Andrew Chien has accumulated working experiences
in managing a small public company and some contact with China small financial consultants. The frequently and long time contact
between Andrew Chien and his China partners is very important because our manager believes that doing business in China for small
or micro-capital companies, a trust relation is more important than the brand name from the facts that, in most private owned companies,
the top management team always is arranged in members of one family rather than outside professionals. Our targeted projects are
directly relative to the owners’ financial benefits, the owners will pick the trust people first rather than the professionals’
brand name. This is why Andrew Chine’s long time working history and good relation with some Chinese entrepreneurs and financial
consultants are very important, and this makes us to have confidence that our company will be successful.
Target Market
Our target market will be small to medium size private companies
in China, who is looking for private or public financing with purposes to achieve China or oversea operation expansion; or looking for merger with business partners in the United States, Canada or Europe, or looking for becoming publicly listed
through either an IPO (Initial Public Offering) or a "reverse" merger with a public "shell" company.
We will conduct our business in accordance with all
applicable laws and regulations of the cities, states and countries of which we are conducting business. Currently, we do not
need any special license or regulatory approval in the US or China to conduct any of our services. We will strictly control
our business practice, avoiding involving any areas in which any special license or regulatory approval may need, or
contracting the special services to outside qualified persons or companies.
We will
analyze and control our weakness to comply with all laws and rules.
One weakness is that we don't have any independent
directors to monitor our work. We will overcome the weakness by enhancing our manager's work ethics.
For example, Mr.
Chien made decision to work thirty hours free for the company per week until the company has commenced operation . Although
it is legal to compensate Mr. Chien 's service now by issuing the company's debt or stock, it will definitely hurt shareholders'
value . However, this is a temporary measure for the develop stage company, and there is no written contract between
the registrant and Mr. Chien for arranging Mr. Chine’s compensation in this way, as the company business developed in
the future, Mr. Chien will hire outside independent directors to build a good monitor system for a well-run company.
When we operated overseas, we also must keep in mind the U.S.
Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, which is the relative standard when
we do our business or due diligence to judge our client’s business manner.
As primarily found in the marketing research, we may be possible
to accept some of our potential customers' stock as compensation. If in the future we are compelled to do that, we may be deemed
to be an investment company under the Investment Company Act of 1940 (the "Investment Company Act"). If we required registering
as an investment company under the Investment Company Act, our ability to conduct our business could be materially adversely affected
and we will not be able to execute our business strategy. The Investment Company Act contains substantive legal requirements that
regulate the manner in which Investment Companies are permitted to conduct their business activities. If we are deemed to be an
investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our
activities may be restricted, which would materially adversely affect our business, financial condition and results of operations.
In addition, our contract, if there were any, would be voidable and a court could appoint a receiver to take control of
and liquidate our business.
In order not to be regulated as an investment company under the
Investment Company Act, unless we can qualify for an exemption, we must ensure that we are engaged primarily in a business other
than investing, reinvesting, owning, holding or trading in securities (as defined in the Investment Company Act) and that we do
not own or acquire "investment securities" having a value exceeding 40% of the value of our total assets (exclusive of
U.S. Government securities and cash items) on an unconsolidated basis. The SEC has adopted Rule 3a-1 that provides an exemption
from registration as an investment company if a company meets both an asset and an income test and is not otherwise primarily engaged
in an investment company business by, among other things, holding itself out to the public as such or by taking controlling interests
in companies with a view to realize profits through subsequent sales of these interests. A company satisfies the assets test of
Rule 3a-1 if it has no more than 45% of the value of total assets (adjusted to exclude U.S. Government securities and cash)
in the form of securities other than interests in majority-owned subsidiaries and companies which it primarily and actively controls.
A company satisfies the income test of Rule 3a-1 if it has derived no more than 45% of its net income for its last four fiscal
quarters combined from securities other than interests in majority-owned subsidiaries and primarily controlled companies.
The regulation and policy changes for the financial industry in
both China and the US may have a material influence to our business. For example, one of our service areas is for Chinese private
companies going USA public, and the implementation of the Sarbanes-Oxley Act, regarding small businesses governed by the SEC, may
have a negative effect on our business because the front costs sharply increase. However, as the Chinese companies feel stronger
about going public overseas, they will pay attention to the costs compared with the quality our services can provide to them. We
will watch these changes closely and adapt necessary measures to adjust our business strategy accordingly. At the present time,
and to the best of our knowledge, we do not believe that our income or revenues will be materially affected by the possible changes
of any regulations or policies pending in China, US, or the third country in which we may have business.
Marketing
We will market our service major through personal contacts, advertisers
and media. In past five years, Mr. Chien at least traveled to China once a year for business, he will continue to take extensive
international travel to meet the owners and major managers of the potential customers, and will make consistently communication
through telephone and e-mail with them. Also he will periodically join the associated conferences, and seminars to make wide contacts
with potential customers. We also will make alliances with partners or organizations located in US, and China to expand
our business.
Revenue Stream
Our Company will realize revenue when we obtain customers, and
charge those customers fees for our business services. We plan to charge our customers on an annual basis, per project, rather
than by the hours. We will survey our competition and adjust our fees to be slightly lower than industry averages. However, there
is no guarantee that we will obtain additional customers and earn additional revenues.
We believe that some customers may elect to issue us shares of
their common stock for our services if they do not have adequate cash resources.
Competition:
Competition for providing business services to the small and medium
size, private Chinese companies is becoming very aggressive. Many of our competitors have certain advantages over us such as:
·
greater financial resources,
·
much longer operating history,
·
stronger name recognition, and
·
superior marketing resources.
We may not be able to compete successfully against such established
competitors. Also new competitors will consistently enter our market because of the lower entrance barrier. Competitive pressures
may also force us to lower our service prices. Any price reduction could reduce our revenues and profitability. We do not provide
legal advice, nor do we act as an investment advisor. We are not registered as a broker dealer. In addition there are law firms
and investment that are presently organizing business services designed for the Chinese marketplace. This could negatively affect
our ability to secure customers. Any inability to secure or maintain customers would adversely affect our ability to generate revenue
and realize profits.
To compete successfully, we plan to market our services to a small
and select group of China companies, specifically those being attracted to our reduced service fees, or our acceptance
of their stock as our compensation . Further, from the initiation of the proposal of the project, we will build a trust relation
with our clients. In China, it is important to
build trust first before you want the payment. Sometimes, People
will select the trust relation rather than the brand name in picking up the financial consultants. As Andrew Chien has worked in
this area since 2006, he already built some trust relations with some local Chinese financial consultants which will help him to
get customers.
We believe that once the client has worked with us, because of
our personalized service and lower fees, he will likely become a repeat customer and may also refer other companies to us.
Employees
Mr. Chien is not an employee but an operator of our company. Since
December 2010, Mr. Chien has been working about thirty hours per week for us. As the business commences operation in past quarter,
Mr. Chien works full time on the business.
We expect that additional personnel will be needed as the demand
for our services increases and our customer base grows. We plan to use contract labor with the appropriate skill sets, rather than
full-time employees, to assist us in providing services to our customers.
MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATIONS
Business overview
We are a developing-stage company, and just began a little of
operation. We are in the stage to investigate market and build our business model.
Plan of operation
In the next twelve months, in additional to paying these filing
costs, we expect expenses about $50,000, i.e. within our current controlled cash limits to operate our business, including:
1. $ 10,000 travel expenses;
2. $ 7,000 accounting expenses
3. $ 7,000 office equipment and software;
4. $ 20,000 research and investigation, such as due diligence
fee from third party; fees for attending
investing conferences;
5. $ 6,000 working capital and other general business expenses
Our business objectives include the following:
1. Within 90 days of this filing, we expect to finalize our market
plan, which includes identifying several serious potential customers. We have purchased computer system and software for about
$4,000 for XBRL service, and plan to expand XBRL services to a couple of customers. This plan consists of travel and deep investigation,
and distributing our literatures through advertisers or media in China with expectation of enhancing our visibility to potential
customers. Estimated fee $10,000.
2. Within three to six months of this filing, we expect to help
potential customers to further understand US public company’s requirements, and engaging customers to begin contracting work
with us. Estimated fee $10,000, including travel costs.
3. Within the next six to twelve months of this filing, we plan
to use all of our efforts to fully complete projects for our customer(s), which entail investor relation services. We will identify
the merger partners if there is some demand. We will plan to hold road shows and conference presentations for the potential
financing or identify merger partners. Estimated fee $10,000.
4. Within twelve to fifteen months of this filing, we expect to
have a solid presence in China to sign agent agreements with several China Companies. We feel we will also be training employees
at this time to assist us with our services, by paying these employees a commission for each job they refer our Company too. Estimated
costs $10,000.
5. Within twelve to twenty-four months of this filing, we expect
to have an excellent network among our officers and employees within China, US, and Canada. Contingent on this network we have
built internally, we will plan to complete several contracts within a short period of time to generate revenue and profits for
the Company. Estimated costs $10,000.
The above-mentioned business objective is our plan which was made
by Mr. Chien’s observation and experience with the market. The potential clients haven’t not yet engaged, agreed to
pay for, or paid for our services.
Results of Operations for the
Year Ended on December 31, 2011.
At the end of December 31, 2011, we have $ 80,790 of
cash which
is held in a bank deposit. This includes $29,169 cash from China Bull Holding.
Revenue, operating income and shareholder equity
In this period, we made a stock reverse split and private financing:
·
The existing shares of common stock on the record day of January
30, 2011 made 1 for 10 reverse split, and the fractional share will be round into an integer share.
·
The company offered Andrew Chien to purchase 900,000 shares at
par value $0.0001 and Kin Yuet Li 10,000 shares at par value $0.0001.
·
The company sold 102,500 of its shares to shareholders at $0.5
/share to existing shareholders
, and
$51,250 proceeds
were
received.
From March to June 2011, we purchased hardware and software for
producing XBRL project. Currently, we have two customers: USChina Taiwan and China Northern Medical (Note: The Edgar Filing Agreement,
EX. 10.08, with China Northern was signed by Andrew Chien, then transferred to this company).
For the year ended of December 31, 2011, we have
generated revenue of $ 14,500, and net income of $ 100. On December 31, 2011, we have shareholders’ equity of $80,710
among which $51,468 came from the private financing, $29,169 in cash from China Bull Holding as additional paid-in
capital.
For the twelve month ended of December 31, 2011, we have paid
officer Andrew Chien $11372, among them, cash is $9040, and the remaining $2,332 is debt of due to officer, and net income of $65.
Liquidity
We believe our current cash position of $ 80,790, which including
$51,250 from the private offering that we may be required to return to investors if the registration statement will not be effective,
can meet our operation requirement in the next twelve month.
Results of Operations
for the Fiscal Year Ended December 31, 2011 and 2010.
On December 31 2010, our
assets were only cash of $127 in a bank deposit, and our liabilities were zero, and we didn’t generate any revenue in 2010.
Revenue, operating loss and shareholder equity
We established on December
17, 2010, and didn’t have any revue and operation loss from the inception to December 31, 2010. We have shareholder equity
of $127 at the end of December 31, 2010 from the financing payment.
Liquidity
We have $127 in cash and
no liabilities.
Business Combination from Off-Balance Sheet Arrangements
On December 31, 2010, the
Company signed “Service Agreement”
(Exhibits 10.02) with China Bull Holding.
Due to the Service Agreement, China Bull Management, through China Bull
Holding’s
“present facilities, equipment, information systems and files” supplies services for China Bull
Holding
in “a. Payroll; b. Accounting; c. Sales and Customer Service; d. Collection of Accounts Receivable e. Collection
Procedures; f. Payment of Trade Payables; g. Email; h. Computer Systems;
i. Data and Communication
Services; j. Employee Benefits”. And the payment of China Bull
Holding
to China Bull Management is “in addition to any specific reimbursement or other obligation of Operating Company set forth
herein, during the term hereof, all net revenues of the Business after payment of all expenses associated with the operation of
such business...”
China Bull Holding Inc which
was incorporated in the State of Nevada on July 7, 2009, as a subsidiary of USChina Channel Inc., and managed by Andrew Chien with
little corporation activities until that on December 31, 2010, China Bull
Holding
bought all legacy (such as assets and liabilities) of USChina Channel Inc through “Bill of Sale, Assignment and Assumption
of Liability” (Exhibits 10.01) just momentarily before USChina Channel acquired by Chinese Education Services Inc.
Due to the “Bill of
Sale”, USChina Channel “sells, grants, conveys, assigns, transfers and delivers to Buyer all of Seller’s right,
title, and interest in and to the assets set ... subject to all liens, mortgages, pledges, options, claims, security interests,
conditional sales contracts, title defects, encumbrances, charges and other restrictions of every kind (collectively, the “Liens”). Such
sale, transfer, conveyance and assignment shall be effective on the date hereof (the “Effective Date”).” And
“Buyer hereby absolutely accepts and assumes to be solely liable and responsible for the liabilities associated with the
ownership of the Acquired Assets after the Effective Date. In addition, Buyer is assuming any liabilities or obligations
of Seller in connection with the operations of its business prior to the Effective Date.” The acquired assets of China bull
Holding from USChina Channel are:
·
Bank Deposits of USChina Channel.
·
Website: www.uschinachannel.net
·
Market Agreement signed on October 3,
2006, with USChina Channel LLC, a private company registered in Connecticut, owned by Andrew Chien. After USChina Channel LLC was
dissolved in August 2011, the Company directly signed Market Agreement with Andrew Chien (Exhibits 10.03)
·
The agreement with Andrew Chien whereby
Mr. Chien supplies the Company with office space and computer, telephone service, printer and copier machine without any charge
and Mr. Chien’s agreement to provide serves to this company without salary or other compensation. This agreement is not in
writing and may be terminated by Mr. Chien at any time, solely in his discretion.
Due to the audited balance
sheet on December 31, 2010, China Bull Holding has cash and cash equivalent and shareholder equity of $29,267 and no any liabilities.
Due to the unaudited balance
sheet on March 31, 2011, China Bull Holding has cash and cash equivalent and shareholder equity of $29,158 and no any liabilities.
The account of China Bull
Holding was closed on June 13, 2011, and the remaining balance of $ 29,169 in cash was transferred to a bank deposit for our company
as additional paid-in capital without any issuance of our shares. Our
company will cover all
costs including administrative costs of China Bull
Holding.
On
February 16, 2012, a separation agreement to separate China Bull Holding from China Education
was reached [exhibits 10.09]. After the separation, Chien plans to dissolve China Bull Holding.
DESCRIPTION OF PROPERTY
Our office is located at 665 Ellsworth Avenue, New Haven, CT 06511.
The office space and some equipment except our purchased computer system and software are provided for our use at no costs by the
owner Andrew Chien. There is no written agreement between Mr. Chien and us for free using the office space and his equipment, which
may be terminated by Mr. Chien at any time, solely in his discretion.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
This company issued 1,265,456 shares at par value to USChina Channel
Inc., and USChina Channel distributed these shares to the shareholders as dividend on December 31, 2010. Then the company received
$127 cash and Andrew Chien received the dividend shares valued at $102 (note: total 1,024,360 shares before 1 for 10 reverse split,
were issued to Mr. Chien).
The company offered President Mr. Chien to purchase 900,000 shares
at par value $0.0001 and Secretary Mr. Li 10,000 shares at par value $0.0001 on January 30, 2011, and both exercised the offers.
The company is making the combination with China Bull Holding
through following steps: On December 31, 2010, this company signed Service Agreement with China Bull Holding, a subsidiary of USChina
Channel Inc, to manage and take prime beneficiary of the business of China Bull Holding. Further, this company took all ownership
of the legacy assets (website etc.) and administrative costs and liabilities (Nevada registration costs etc.) from China Bull Holding
due to another service agreement dated June 12, 2011. China Bull Holding cancelled its business plan in June 2011, and the remaining
balance of $ 29,169 in cash was transferred to a bank deposit for our company as additional paid-in capital without any issuance
of our shares. On February 16, 2012, a separation agreement to separate China Bull Holding from China Education was reached. After the separation, Chien plans to dissolve China Bull Holding.
The Company neither owns nor leases any real or personal property
except its computer system. Andrew Chien has provided office space and some equipment to us without any charges. This agreement
is not in writing and may be terminated by Mr. Chien at any time, solely in his discretion.
The Company on December 31, 2010, inherited from China Bull Holding,
the Market Agreement with USChina Channel LLC, which was dissolved in August 2011. On November 23, 2011, the Company directly signed
the Market Agreement with Andrew Chien.
In above-mentioned transactions, Andrew Chien represented both
parties, which may involve the conflicted interests between him with us. There is no policy of our company to avoid or resolve
the conflicted interests, and it fully depends on Mr. Chien’s discretion to resolve the conflicted interests.
On June 15, 2011, USChina Taiwan signed “Regular Service
Agreement” with this company, and made deposit and payment for $15000 for the XBRL filing service and other relative services
from April 1, 2011 to March 31, 2012. Andrew Chien is the secretary of USChina Taiwan without any compensation.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
We have issued shares to the following officers, director, promoters,
and beneficial owners of more than 5% of our outstanding securities.
Name and Address of
Number of Percent of Class
Position with
Of Shares
the Company
Andrew Chien
1,002,436 88 %
President, Treasurer
665 Ellsworth Avenue
CFO, Director
New Haven, CT 06511
Kin Yuet Li
Jackson Height, NY 11375
10,400
1 % Secretary
Andrew Chien and Kin Yuet Li have sole voting and investment rights
over the owned shares respectively.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Currently, our securities are not publicly traded. There is no
assurance that a trading market will ever develop, or, if one does develop, it will be maintained for any length of time. Pursuant
to this prospectus, the selling shareholders are offering a maximum of 125,760 shares of common stock on a best efforts basis after
the registration statement effective. Our stock is held by a small number of investors, which reducing the liquidity of our stock.
Consequently, a purchaser of shares may find it difficult to resell the securities offered in this prospectus, should he desire
to do so. The shares of this Company are not eligible for margin so it is unlikely that a lending institution would accept our
common stock as collateral for a loan.
To date, none of our outstanding shares are subject to any outstanding
options, warrants to purchase, or securities that are convertible into common stock.
As of the date of this Prospectus, 1,138,596 shares of common
stock are issued and outstanding. These shares are considered “restricted securities” because they were issued in reliance
upon an exemption from the registration requirements of the Securities Act of 1933, and not in connection with a public offering.
There are no shares of our common stock which are currently available for resale to the public and in accordance with the volume
and trading limitations of Rule 144 of the Act. The Company is a shell company in accordance with the Securities Act of 1933. Accordingly,
the securities of the 125,760 shares in this offering can only be resold through registration under the Securities Act of 1933;
and the remaining shares only can be available for resale by meeting the conditions of Section 4(1) under the Securities Act, if
available, for non-affiliates; or Rule 144(i) under the Securities Act which requires a minimal holding period of 12 months following
China Bull Management being no longer classified a shell company.
Holders
As of the date of this filing, there were approximately 38 stockholders
of record of our common stock.
EXECUTIVE COMPENSATION
To date, we have no employees and depend on our sole director
Mr. Chien to operate. No officer or director has yet been paid any compensation, including any reimbursement. We currently have
no formal employment agreements or other contractual arrangements with our Officer and Director, or anyone else regarding the commitment
of time or the payment of salaries or other remuneration.
Mr. Chien will be compensated in the form of a service fee
or charge paid from revenues generated by the Company's customers. The amount of his service charge is based upon: (1)
primary responsibilities, (2) financial performance of the Company, (3) expected future financial performance of the Company
and (4) any other factors that are determined by the board of directors. The commencement of such compensation to Mr. Chien
will also be determined at the discretion of our board of directors(currently, Chien is the sole director). The primary
consideration when determining the timing of payments to Mr. Chien, if any, will be the financial condition of the Company.
Specifically, we anticipate the board to authorize payment only when the Company realizes positive cash flow in any quarterly
fiscal period. Mr. Chien's service charge will not exceed $150,000 in any fiscal year. Mr. Chien will perform his
compensation following he principles as mentioned above. There is no written agreement of Mr. Chien’s compensation. In
the year of 2011, our company paid Mr. Chien $11,372, of which $9040 was paid and remaining $2332 was counted as due to
officer.
At this time, we do not anticipate awarding stock options to anyone.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a Registration Statement on Form S-1
(including exhibits) under the Securities Act with respect to the shares to be sold in this Offering. This Prospectus, which
forms part of the Registration Statement, does not contain all the information set forth in the Registration Statement as some
portions have been omitted in accordance with the rules and regulations of the SEC. For further information with respect to
our Company and the Shares offered in this Prospectus, reference is made to the Registration Statement, including the exhibits
filed thereto, and the financial statements and notes filed as a part thereof. With respect to each such document filed with
the SEC as an exhibit to the Registration Statement, reference is made to the exhibit for a more complete description of the matter
involved. We will be required to file reports with the Securities and Exchange Commission (SEC) pursuant to Section (13) or
15(d) of the Securities Exchange Act of 1934. The reports will be filed electronically. The common reports that we will be required
to file are known as Forms 10-K, 10-Q, and 8-K. You may read copies of any materials we file with the SEC at their Public Reference
Room at 100 F Street, NE, Washington, D.C., 20549. You may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site at http://www.sec.gov that contains reports, proxy and
information statements, and will contain copies of the reports that we file electronically.
Financial Statement
(For fiscal years ended December 31,
2011 and 2010)
(This space left blank intended)
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
China Bull Management
Inc.
(A Development Stage Company)
We have audited the accompanying
balance sheets of China Bull Management Inc. (A Development Stage Company) as of December 31, 2011 and 2010, and the related statements
of operations, stockholders' equity and cash flows for each of the years then ended
and for the period
from December 18, 2009 (inception) to December 31, 2011.
These financial statements are the responsibility of the company's
management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits
in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial
statements referred to above present fairly, in all material respects, the financial position of China Bull Management Inc. (A
Development Stage Company) as of December 31, 2011 and 2010, and the results of its operations and its cash flows from the years
then ended in conformity with accounting principles generally accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that China Bull Management Inc. (A Development Stage Company) will
continue as a going concern. As discussed in Note 3 to the financial statements, China Bull Management Inc. (A Development Stage
Company) has minimal operations, which raises substantial doubt about its ability to continue as a going concern. Management's
plans regarding those matters also are described in Note 3. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/Kenne Ruan, CPA, P.C.
Woodbridge, CT
March 12, 2012
China Bull Management INC.( A Development
Stage Company):
Balance Sheets
As of December 31,
2011 and 2010
|
|
|
|
|
12/31/2011
|
|
12/31/2010
|
|
|
|
|
|
(audited)
|
|
(audited)
|
Cash and cash equivalent
|
|
|
|
$ 80,790
|
|
$ 127
|
Account receivables
|
|
|
|
$ 2,000
|
|
|
Total Current Asset
|
|
|
|
$ 82,790
|
|
$ 127
|
Fixed Assets
|
|
|
|
$ 2,779
|
|
|
Total Assets
|
|
|
|
|
$ 85,569
|
|
$ 127
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders' equity
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
Deposits from Customer
|
|
|
|
$ 2,500
|
|
|
Due to Officer
|
|
|
|
$ 2,332
|
|
|
Tax Parable
|
|
|
|
35
|
|
|
Total Liabilities
|
|
|
|
$ 4,867
|
|
|
|
|
|
|
|
|
|
|
Commitments And Contingence
|
|
|
|
|
|
Shareholders' Equity
|
|
|
|
|
|
|
Common shares 1,138,596&126,546 o/s w/ par $0.0001
|
$ 114
|
|
$ 13
|
Additional Paid-in Capital
|
|
|
$ 80,523
|
|
$ 114
|
|
|
|
|
|
|
|
|
Profits (Deficit) accumulated
|
|
|
$ 65
|
|
|
|
|
|
|
|
|
|
|
Total Shareholders' Equity
|
|
|
$ 80,702
|
|
$ 127
|
|
|
|
|
|
|
|
|
Total Liabilities and Shareholders' Equity
|
|
|
$ 85,569
|
|
$ 127
|
China Bull Management Inc.
Statement of Operations for the periods
ended December 31, 2011 and 2010 And
From December 17, 2010 (Inception) Through
December 31, 2011
|
|
|
|
|
Year
|
Year
|
From Inception
|
|
|
|
|
|
ended on
|
ended on
|
12/17/2010 to
|
|
|
|
|
|
12/31/2011
|
12/31/2010
|
12/31/2011
|
Revenue
|
|
|
|
|
$ 14,500
|
|
$ 14,500
|
Cost of Revenue
|
|
|
|
|
$ 1,895
|
|
$ 1,895
|
Gross Profits
|
|
|
|
|
$ 12,605
|
|
$ 12,605
|
|
|
|
|
|
|
|
|
Operating Expenses
|
|
|
|
|
|
|
|
Selling expenses
|
|
|
|
|
|
|
|
Depreciation expenses
|
|
|
|
$ 308
|
|
$ 308
|
General and administrative expenses
|
|
|
$ 12,422
|
|
$ 1,050
|
Total Operating Expenses
|
|
|
|
$ 12,730
|
|
$ 1,204
|
|
|
|
|
|
|
|
|
Income (loss) from Operation
|
|
|
|
$ (126)
|
|
$ 11,401
|
|
|
|
|
|
|
|
|
Other income (expenses)
|
|
|
|
|
|
|
Interests income
|
|
|
|
|
$ 226
|
|
$ 226
|
|
|
|
|
|
|
|
|
Income before Tax
|
|
|
|
|
$ 100
|
|
$ 100
|
Provision for income tax
|
|
|
|
$ 35
|
|
$ 35
|
Net income (loss)
|
|
|
|
|
$ 65
|
|
$ 65
|
|
|
|
|
|
|
|
|
Earning per share (EPS)
|
|
|
|
|
|
|
Basic and diluted net earning per share
|
|
|
|
|
|
1,138,596 Shares O/S respectively
|
|
|
$ -
|
$ -
|
$ -
|
|
|
|
|
|
|
|
|
Weighted average number of common shares
|
|
|
|
|
used to compute EPS:
|
|
|
|
|
|
|
-Basic
|
|
|
|
|
1,054,213
|
126,546
|
1,045,299
|
-Diluted
|
|
|
|
|
1,054,213
|
126,546
|
1,045,299
|
China Bull Management INC( A Development
Stage Company)
Statement of Stockholders' Equity
From Inception (12/17/2010) to 12/31/201
1
|
|
|
Accumulated
|
|
|
Common
|
Paid-in
|
Profits
|
|
|
Shares
|
Capital
|
(Loss)
|
Total
|
From Dec,17 to Dec.31, 2010
|
|
|
|
|
Beginning Balance, Shares
|
|
|
|
|
Beginning Balance, Amount
|
|
|
|
|
Issuance of Common Stock, Shares
|
126,546*
|
|
|
|
Issuance of Common Stock, Amount
|
|
$ 127
|
|
$ 127
|
Net Profits (Loss)
|
|
|
$ -
|
|
Ending Balance, Shares
|
126,546
|
|
|
|
Ending Balance, Amount
|
|
$ 127
|
|
$ 127
|
|
|
|
|
|
|
|
|
|
|
|
|
From Jan,1 to Dec. 31, 2011
|
|
|
|
|
Beginning Balance, Shares
|
126,546
|
|
|
|
Beginning Balance, Amount
|
|
$ 127
|
|
|
Issuance of Common Stock, Shares
|
1,012,000
|
|
|
|
Issuance of Common Stock, Amount**
|
|
$ 80,510
|
|
|
Net Profits (Loss)
|
|
|
|
$ 65
|
|
Ending Balance, Shares
|
1,138,546
|
|
|
|
Ending Balance, Amount
|
|
$ 80,637
|
$ 65
|
$ 80,702
|
* Reflected 10 for 1 reverse split
** including additional paid-in capital $29,169
China Bull Management Inc.
Consolidated
Statement of Cash Flows
for the periods ended December 31, 2011 and 2010
And From Inception (12/17/2010) to December
31, 2011
|
|
|
|
From
|
From
|
From Inception
|
|
|
|
|
01/01/2011 to
|
12/17/2010 to
|
12/17/2010 to
|
|
|
|
|
12/31/2011
|
12/31/2010
|
12/31/2011
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
$ -
|
|
Net income
|
|
|
|
$ 65
|
|
$ 65
|
Adjustments to reconcile net income to net cash
|
|
|
|
|
provided by operating activities:
|
|
|
|
|
Depreciation
|
|
|
|
$ -
|
$ -
|
$ -
|
Change in operating assets and liabilities
|
|
|
|
|
|
Deposits from customers
|
|
|
|
$ 2,500
|
|
$ 2,500
|
Taxes payable
|
|
|
|
$ 35
|
|
$ 35
|
Increase of account receivables
|
|
|
$ (2,000)
|
|
$ (2,000)
|
Increase of depreciation
|
|
|
|
$ 308
|
|
$ 308
|
Increase of Due Officer
|
|
|
|
$ 2,332
|
|
$ 2,332
|
Net cash provided by operating activities
|
|
$ 3,240
|
$ -
|
$ 3,240
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
Purchases of Computer System
|
|
|
$ (3,087)
|
|
$ (3,087)
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
Private Financing by issued shares
|
|
|
$ 51,341
|
|
$ 51,468
|
Additional paid-in capital
|
|
|
|
$ 29,169
|
|
$ 29,169
|
Increase (decrease) in cash
|
|
|
|
$ -
|
|
Cash, beginning at the period
|
|
|
$ 127
|
|
$ -
|
Cash, end at the period
|
|
|
|
$ 80,790
|
$ 127
|
$ 80,790
|
|
|
|
|
|
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
Interests paid:
|
|
|
|
$ -
|
|
$ -
|
China Bull Management Inc (A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
For
the Periods Ended on December 31, 2011 and 2010
1. ORGANIZATIONS AND DESCRIPTION OF BUSINESS
China Bull Management Inc was incorporated in Nevada on December
17, 2010, under the laws of the State of Nevada, for the purpose of engaging in financial consulting services to the small or median
sized private companies in China that want to look for business partners, or agencies, or financing resources, or to become public
listing through IPO or reverse merger in the United States, or Canada.
The Company is in the development stage with minimal operations.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying audited financial statements and related notes
have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”)
for annual financial information, and with the rules and regulations of SEC to Form 10-K and Article 8 of Regulation S-X.
The Company has elected a December 31 year-end.
Development Stage Company
The Company is a development stage company as defined by section
915-10-20 of the FASB Accounting Standards Codification. The Company has recognized no revenue since inception, and is still
devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced.
All losses accumulated since inception, have been considered as part of the Company’s development stage activities.
Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Cash Equivalents
The Company considers all highly liquid investments with maturity
of three months or less when purchased to be cash equivalents.
Fair Value of Financial Instruments
The Company follows paragraph 825-10-50-10 of the FASB
Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of
the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial
instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally
accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase
consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair
value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The
fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or
liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph
820-10-35-37 are described below:
-
Level 1 Quoted market prices available in active markets for identical assets or liabilities
as of the reporting date.
-
Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which
are either directly or indirectly observable as of the reporting date.
-
Level 3 Pricing inputs that are generally unobservable inputs and not corroborated by market
data.
The Company does not have any assets or liabilities measured at
fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for financial
assets and liabilities measured at fair value at December 31, 2010, nor gains or losses are reported in the statement of operations
that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting
date for the fiscal year ended December 31, 2011.
Revenue Recognition
The Company will apply paragraph 605-10-S99-1 of the FASB Accounting
Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and
earned. The Company will consider revenue realized or realizable and earned when all of the following criteria are met: (i)
persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer,
(iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
Income Taxes
The Company will account for income taxes under Section 740-10-30
of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences
between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that
will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the
extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in
the statements of operations in the period that includes the enactment date.
The Company adopted section 740-10-25 of the FASB Accounting Standards
Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or
expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company
may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained
on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the
financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent
(50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification,
interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had
no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.
Net Loss Per Common Share
Net loss per common share is computed pursuant to section 260-10-45
of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average
number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss
by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period.
There were no potentially dilutive shares outstanding as of December 31, 2011.
Recently Issued Accounting Standards
In June 2003, the Securities and Exchange Commission (“SEC”)
adopted final rules under Section 404 of the Sarbanes-Oxley Act of 2002, as amended by SEC Release No. 33-8934 on June 26, 2008.
Commencing with the Company’s Annual Report for the fiscal year ending December 31
,
2011, the Company is required
to include a report of management on the Company’s internal control over financial reporting. The internal control report
must include a statement of management’s responsibility for establishing and maintaining adequate internal control over financial
reporting for the Company; of management’s assessment of the effectiveness of the Company’s internal control over financial
reporting as of year-end; of the framework used by management to evaluate the effectiveness of the Company’s internal control
over financial reporting; and
that the Company’s independent accounting firm has issued
an attestation report on management’s assessment of the Company’s internal control over financial reporting, which
report is also required to be filed as part of the Annual Report on Form 10-K.
In June 2009, the FASB approved the “FASB Accounting
Standards Codification” (the “Codification”) as the single source of authoritative nongovernmental U.S. GAAP
to be launched on July 1, 2009. The Codification does not change current U.S. GAAP, but is intended to simplify user
access to all authoritative U.S. GAAP by providing all the authoritative literature related to a particular topic in one place.
All existing accounting standard documents will be superseded and all other accounting literature not included in the Codification
will be considered non-authoritative. The Codification is effective for interim and annual periods ending after September 15,
2009. The adoption did not have a material impact on the Company’s financial position, results of operations or cash flows.
In August 2009, the FASB issued the FASB Accounting Standards
Update No. 2009-04, Accounting for Redeemable Equity Instruments - Amendment to Section 480-10-S99, which represents an update
to section 480-10-S99, distinguishing liabilities from equity, per EITF Topic D-98,
Classification and Measurement of Redeemable
Securities
. The Company does not expect the adoption of this update to have a material impact on its consolidated financial
position, results of operations or cash flows.
In August 2009, the FASB issued the FASB Accounting Standards
Update No. 2009-05, Fair Value Measurement and Disclosures Topic 820 – Measuring Liabilities at Fair Value, which provides
amendments to subtopic 820-10, Fair Value Measurements and Disclosures – Overall, for the fair value measurement of liabilities.
This Update provides clarification that in circumstances in which a quoted price in an active market for the identical liability
is not available, a reporting entity is required to measure fair value using one or more of the following techniques: 1. A valuation
technique that uses: a. The quoted price of the identical liability when traded as an asset b. Quoted prices for similar liabilities
or similar liabilities when traded as assets. 2. Another valuation technique that is consistent with the principles of topic 820;
two examples would be an income approach, such as a present value technique, or a market approach, such as a technique that is
based on the amount at the measurement date that the reporting entity would pay to transfer the identical liability or would receive
to enter into the identical liability. The amendments in this Update also clarify that when estimating the fair value of a liability,
a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction
that prevents the transfer of the liability. The amendments in this Update also clarify that both a quoted price in an active market
for the identical liability when traded as an asset in an active market when no adjustments to the quoted price of the asset are
required are Level 1 fair value measurements. The Company does not expect the adoption of this update to have a material impact
on its consolidated financial position, results of operations or cash flows.
In September 2009, the FASB issued the FASB Accounting Standards
Update No. 2009-08, Earnings Per Share – Amendments to Section 260-10-S99,
which represents technical corrections
to topic 260-10-S99, Earnings per share, based on EITF Topic D-53, Computation of Earnings Per Share for a Period that includes
a Redemption or an Induced Conversion of a Portion of a
Class of Preferred Stock and EITF Topic D-42, The Effect of the
Calculation of Earnings per Share for the Redemption or Induced Conversion of Preferred Stock. The Company does not expect the
adoption of this update to have a material impact on its consolidated financial position, results of operations or cash flows.
In September 2009, the FASB issued the FASB Accounting Standards
Update No. 2009-12, Fair Value Measurements and Disclosures Topic 820 – Investment in Certain Entities That Calculate Net
Assets Value Per Share (or Its Equivalent), which provides amendments to Subtopic 820-10, Fair Value Measurements and Disclosures-Overall,
for the fair value measurement of investments in certain entities that calculate net asset value per share (or its equivalent).
The amendments in this Update permit, as a practical expedient, a reporting entity to measure the fair value of an investment that
is within the scope of the amendments in this Update on the basis of the net asset value per share of the investment (or its equivalent)
if the net asset value of the investment (or its equivalent) is calculated in a manner consistent with the measurement principles
of Topic 946 as of the reporting entity’s measurement date, including measurement of all or substantially all of the underlying
investments of the investee in accordance with Topic 820. The amendments in this Update also require disclosures by major category
of investment about the attributes of investments within the scope of the amendments in this Update, such as the nature of any
restrictions on the investor’s ability to redeem its investments at the measurement date, any unfunded commitments (for example,
a contractual commitment by the investor to invest a specified amount of additional capital at a future date to fund investments
that will be make by the investee), and the investment strategies of the investees. The major category of investment is required
to be determined on the basis of the nature and risks of the investment in a manner consistent with the guidance for major security
types in U.S. GAAP on investments in debt and equity securities in paragraph 320-10-50-1B. The disclosures are required for all
investments within the scope of the amendments in this Update regardless of whether the fair value of the investment is measured
using the practical expedient. The Company does not expect the adoption to have a material impact on its consolidated financial
position, results of operations or cash flows.
In January 2010, the FASB issued the FASB Accounting Standards
Update No. 2010-01 Equity Topic 505 – Accounting for Distributions to Shareholders with Components of Stock and Cash, which
clarify that the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a potential
limitation on the total amount of cash that all shareholders can elect to receive in the aggregate is considered a share issuance
that is reflected in EPS prospectively and is not a stock dividend for purposes of applying Topics 505 and 260 (Equity and Earnings
Per Share (“EPS”)). Those distributions should be accounted for and included in EPS calculations in accordance
with paragraphs 480-10-25-14 and 260-10-45-45 through 45-47 of the FASB Accounting Standards codification. The amendments
in this Update also provide a technical correction to the Accounting Standards Codification. The correction moves guidance
that was previously included in the Overview and Background Section to the definition of a stock dividend in the Master Glossary.
That guidance indicates that a stock dividend takes nothing from the property of the corporation and adds nothing to the
interests of the stockholders. It also indicates that the proportional interest of each shareholder remains the same, and
is a key factor to consider in determining whether a distribution is a stock dividend.
In January 2010, the FASB issued the FASB Accounting Standards
Update No. 2010-02 Consolidation Topic 810 – Accounting and Reporting for Decreases in Ownership of a Subsidiary –
a Scope Clarification, which provides amendments to Subtopic 810-10 and related guidance within U.S. GAAP to clarify that the scope
of the decrease in ownership provisions of the Subtopic and related guidance applies to the following:
-
A subsidiary or group of assets that is a business or nonprofit activity
-
A subsidiary that is a business or nonprofit activity that is transferred to an equity method
investee or joint venture
-
An exchange of a group of assets that constitutes a business or nonprofit activity for a
noncontrolling interest in an entity (including an equity method investee or joint venture).
The amendments in this Update also clarify that the decrease in
ownership guidance in Subtopic 810-10 does not apply to the following transactions even if they involve businesses:
-
Sales of in substance real estate. Entities should apply the sale of real estate
guidance in Subtopics 360-20 (Property, Plant, and Equipment) and 976-605 (Retail/Land) to such transactions.
-
Conveyances of oil and gas mineral rights. Entities should apply the mineral
property conveyance and related transactions guidance in Subtopic 932-360 (Oil and Gas-Property, Plant, and Equipment) to such
transactions.
If a decrease in ownership occurs in a subsidiary that is not
a business or nonprofit activity, an entity first needs to consider whether the substance of the transaction causing the decrease
in ownership is addressed in other U.S. GAAP, such as transfers of financial assets, revenue recognition, exchanges of nonmonetary
assets, sales of in substance real estate, or conveyances of oil and gas mineral rights, and apply that guidance as applicable.
If no other guidance exists, an entity should apply the guidance in Subtopic 810-10.
Management does not believe that any other recently issued, but
not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial
statements.
3. GOING CONCERN
The accompanying financial statements are presented on a going
concern basis.
The Company had minimal operations during the period from December
17 (date of inception) to December 31, 2011 and generated no revenues and the Company's current asset of $127 is not sufficient
to cover the operating expenses for the next twelve months. This condition raises substantial doubt about the Company's ability
to continue as a going concern.
Continuation of the Company as a going concern is dependent upon
obtaining additional working capital. Management believes that the Company will be able to operate for the coming year by obtaining
additional financing from private offering of the existing shareholders.
4. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stocks.
5. INCOME TAXES
This company is subject to Nevada and US tax codes. The company
has federal tax payable for $35 for this year.
6. NET OPERATING INCOMES
As of December 31, 2011, the Company has a net operating
income of $65.
7. Common Stock
On January 30, 2011, the company made 1 for 10 reverse split,
and the fractional share will be round into an integer share.
Then the company made a private offering to sell 102,500 shares
to existing shareholders at $0.5 /share. These shares already sold, and $51,250 proceeds received before/on August 8, 2011.
The stockholders' equity section of the Company contains the following
classes of capital stock as of December 31, 2011:
Common stock, $0.0001 par value: 75,000,000 shares authorized;
1,138,596 shares issued and outstanding.
8. RELATED PARTY TRANSACTIONS
The company offered President Mr. Chien to purchase 900,000 shares
at par value $0.0001 and Secretary Mr. Li 10,000 shares at par value $0.0001 on January 30, 2011, and both exercised the offers.
In July 2011, Andrew Chien cancelled the business plan of China Bull Holding, and transferred all cash of
$29,169.37 of China Bull Holding into a bank deposit for this company as additional paid-in capital without any issuance of our
shares under his authorization of the service agreement. On February 16, 2012, an agreement (Exhibits 10.09) to separate China
Bull Holding independently was reached among China Education, China Bull Holding and China Bull Management. According to the agreement
China Education will not claim any portion of the ownership from separated China Bull Holding while China Bull Holding will not
claim any liabilities from the parent company
9. COMBINATION WITH CHINA BULL HOLDING THROUGH OFF-BALANCE SHEET ARRANGEMENT
On December 31, 2010, the Company signed “Service Agreement”
with China Bull Holding Inc (“China Bull Holding”). Due to the Service Agreement, China Bull Management will manage,
and is the primary
but unconsolidated beneficiary of the business of China Bull Holding following Accounting Standards Update
2009-16
.
China Bull Holding was incorporated in the State of Nevada on
July 7, 2009, as a subsidiary of USChina Channel Inc., and managed by Andrew Chien with little corporation activities until that
on December 31, 2010, China Bull Holding bought all legacy, including assets and liabilities, of USChina Channel Inc through “Bill
of Sale, Assignment and Assumption of Liability” just momentarily before USChina Channel acquired by Chinese Education Services
Inc.
There is no business activity of China Bull Holding. In July 2011,
Andrew Chien cancelled the business plan of China Bull Holding, and transferred all cash of $29,169.37 of China Bull Holding into
a bank deposit for this company as additional paid-in capital without any issuance of our shares, based on the fact that the cash
of $29,169.37 was the paid-in capital of the shareholders of USChina Channel Inc., and China Bull Management was a spin-off of
USChina Channel. On February 16, 2012, an agreement (Exhibits 10.09) to separate China Bull Holding independently was reached among
China Education, China Bull Holding and China Bull Management. According to the agreement China Education will not claim any portion
of the ownership from separated China Bull Holding while China Bull Holding will not claim any liabilities from the parent company.
Mr. Chien plans to dissolve China Bull Holding.
CHINA BULL MANAGEMENT INC
.
125,760
SHARES OF COMMON STOCK
PROSPECTUS
________________________________________________________________
Dealer Prospectus Delivery Obligation
Until ____________ 2012, all dealers that effect transactions
in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition
to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
________________________________________________________________________________________________________________________________________
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND
DISTRIBUTION
The following table sets forth the estimated costs and expenses
that our company will pay in connection with the offering described in this registration statement:
Amount
SEC Registration fee (1)
$ 15.00
Legal, Accounting & Others
$ 11,000.00
Total:
$ 11,015.00
(1) All expenses, except SEC registration fee are estimated.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND
OFFICERS
The registrant had agreed to indemnify its executive officers
and directors the fullest extent permitted by the NRS and our bylaws except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the registrant. That NRS permits the registrant to indemnify any
person, who is, or is threatened to be made, a party to any threatened, pending or completed action, or suit, whether civil, criminal,
administrative or investigative (other than an action by the registrant) by reason of the fact that the person is or was, or temporally
is or was an officer or director of the registrant. The indemnity is based on the fact that he acted in good faith and in a manner
he reasonably believed to be in or not opposed to our best interests, and with respect to any criminal action or proceeding, he
had no reasonable cause to believe his conduct was unlawful. The indemnity may include liabilities, judgments, costs, all fines
and expenses (including attorney's fees) and amounts paid in settlement actually and reasonably incurred by the person in connection
with the action, suit or proceeding. The registrant's obligations of indemnification, if any, shall be conditioned on the registrant
receiving prompt notice of the claim and the opportunity to settle and defend the claim. The registrant may indemnify officers
and directors in an action by the Registrant or in its right under the same conditions. The foregoing indemnification provisions
are not exclusive of any other rights to which an officer or director may be entitled under our bylaws, by agreement, vote, or
otherwise.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
On December 21, 2010, the Company agreed to sell 1,265,456 shares
of common stock of on par value $0.0001 per share for aggregate price of $126.55, to USChina Channel (former name of China Education),
and USChina Channel distributed these
shares to about 38 shareholders on the record of December 31,
2010 at one to one basis that is every outstanding share of USChina Channel got one share distribution of the Company as a special
dividend, or gift. The share offering of the Company to USChina Channel is relative to the two companies’ close relations
of the sole control interests of Andrew Chien; not involving any public stock offering such as pre-sale advertising and
public solicitations of investment interest etc., and was exempted from the registration requirement due to Section 4(2) of the
Securities Act of 1933, as amended.
On January 30, 2011, the shares of common stock made 1 for 10
reverse split.
On January 30, 2011, after the share made reverse split, the company
offered Andrew Chien to purchase 900,000 shares at par value $0.0001 and Kin Yuet Li 10,000 shares at par value $0.0001. Both Andrew
Chien and Kin Yuet Li paid their purchase costs.
The Company sold 102,500 of its shares to (six) existing shareholders
at $0.5 /share. The proceeds will be used in the company’s operation
All the shares were issued in a private placement and were deemed
to be exempt from registration by virtue of Section 4(2) of the Securities Act as a transaction not involving any public offering
such as pre-sale advertising and public solicitations of investment interest etc.
ITEM 16 EXHIBITS
Reference Exhibit no.
Document
Location
3
3.01 Articles of Incorporation
Filed on December
12, 2011
3
3.02 By-Laws (Amendment)
Filed on December 12, 2011
5
5.01 Opinion on Legality
Filed on January 12, 2012
10
10.01 BILL OF SALE
Filed on December 12, 2011
10.02
SERVICE AGREEMENT
Filed on December 12, 2011
10.03
MARKET AGREEMENT
Filed on December 12, 2011
10.04
BOARD MINUTES
Filed on December 12, 2011
10.05
8-K of USChina Cannel, Dec.21, 2010
Filed on December 12, 2011
10.06
Business Operation Agreement
Filed on December 12, 2011
10.07
Service Agreement with USChina Taiwan Filed on December 12, 2011
10.08
XBRL Filing Agreement with China Northern Filed on December 12, 2011
10.09 Separation
Agreement
Filed on February 24, 2012
|
14
14.01 Ethics of Code
Filed on December 12, 2011
23
23.01 Consent of Auditor
Filed
99
99.01 Subscription Agreement
Filed on December 12, 2011
ITEM 17 UNDERTAKING
By Regulation S-K, Item 512,
1. The undersigned Registrant hereby undertakes
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to:
(a) Include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended;
(b) Reflect in the prospectus any facts or
events which, individually or together, represent a fundamental change in the information set forth in the registration statement;
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement; and
(c) Include any additional material information
not previously disclosed or any material change to such information in the registration statement with respect to the plan of distribution.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, treat each such post-effective amendment as a new registration statement relating to the securities
offered, and the offering of such securities at that time shall be deemed to be the initial bona fide offering.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of the offering.
(4) For determining liability of the undersigned Registrant under
the Securities Act to any purchaser in the initial distribution of the securities, the undersigned undertakes that in a primary
offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method
used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications,
the undersigned Registrant will be a seller to the purchaser and
will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus
of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating
to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
(iii) The portion of any other free writing
prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided
by or on behalf of the undersigned
Registrant;
(iv) Any other communication that is an offer
in the offering made by the undersigned Registrant to the purchaser.
2. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be
permitted to directors, officers or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant
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 Registrant will, unless in the opinion of its counsel that 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.
3. Each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an
offering, other than registration statements relying on Rule 430B
or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement
as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior
to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of
the registration statement or made in any such document immediately prior to such date of first use.
The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, treat each post-effective amendment that contains a form or prospectus
as a new registration statement for the securities offered in the registration statement, and the offering of such securities at
the time shall be deemed to be the initial bona fide offering thereof.
Signatures
Pursuant to the requirements of the Securities
Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in New Haven, Connecticut, on
March 14,
2012
China Bull Management
Inc.
By: /s/ Andrew Chien
____________________________
Andrew Chien, CEO
(Principal Executive Officer)
Pursuant to the requirements of the Securities
Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates indicated.
Name and Title Date
By: /s/ Andrew Chien
March 14, 2012
_____________________
Andrew Chien,
President, Secretary, Treasurer, CFO,
Principal Executive Officer
Principal Accounting Officer, Sole Director,