|XML - IDEA: XBRL DOCUMENT - Zenitech Corp||R1.htm|
|XML - IDEA: XBRL DOCUMENT - Zenitech Corp||R10.htm|
|XML - IDEA: XBRL DOCUMENT - Zenitech Corp||R5.htm|
|XML - IDEA: XBRL DOCUMENT - Zenitech Corp||R4.htm|
|XML - IDEA: XBRL DOCUMENT - Zenitech Corp||R3.htm|
|XML - IDEA: XBRL DOCUMENT - Zenitech Corp||R7.htm|
|XML - IDEA: XBRL DOCUMENT - Zenitech Corp||R6.htm|
|XML - IDEA: XBRL DOCUMENT - Zenitech Corp||R2.htm|
|XML - IDEA: XBRL DOCUMENT - Zenitech Corp||R8.htm|
|EXCEL - IDEA: XBRL DOCUMENT - Zenitech Corp||Financial_Report.xls|
|XML - IDEA: XBRL DOCUMENT - Zenitech Corp||R9.htm|
|EX-32.1 - SECTION 906 CERTIFICATION - Zenitech Corp||ex32-1.htm|
|EX-31.1 - SECTION 302 CERTIFICATION - Zenitech Corp||ex31-1.htm|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2012
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT
For the transition period from _________to ___________
Commission File No. 333-169494
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or
|(I.R.S. Employer Identification No.)|
Suite 1200, 1000 N. West Street, Wilmington, Delaware, 19801
(Address of principal executive offices) (zip code)
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Copy of communications to:
Bacchus Law Corporation
Karen Richardson, Esq.
SUITE 1820 CATHEDRAL PLACE, 925 WEST GEORGIA STREET
VANCOUVER, BRITISH COLUMBIA, CANADA V6C 3L2
Telephone: (604) 632-1284
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer," "accelerated filer,” and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date: As of April 30, 2012, there were 14,380,266 shares of common stock, par value $0.0001 outstanding.
TABLE OF CONTENTS
PART I — FINANCIAL INFORMATION
|Item 1.||Financial Statements|
|Item 2.||Management’s Discussion and Analysis of Financial Condition and Results of Operations|
|Item 3.||Quantitative and Qualitative Disclosures About Market Risk|
|Item 4T.||Controls and Procedures|
PART II — OTHER INFORMATION
|Item 1.||Legal Proceedings|
|Item 1A.||Risk Factors|
|Item 2.||Unregistered Sales of Equity Securities and Use of Proceeds|
|Item 3.||Defaults Upon Senior Securities|
|Item 4.||[Remove and Reserved]|
|Item 5.||Other Information|
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
(A Development Stage Company)
March 31, 2012
|Balance Sheets at March 31, 2012 (Unaudited) and December 31, 2011||F-1|
|Statements of Operations for the three months ended March 31, 2012 and 2011, and the cumulative totals from July 28, 2005 (Inception) to March 31, 2012 (Unaudited)||F-2|
|Statements of Cash Flows for the three months ended March 31, 2012 and 2011, and the cumulative totals from July 28, 2005 (Inception) to March 31, 2012 (Unaudited)||F-3|
|Notes to the Interim Financial Statements||F-4|
(A Development Stage Company)
|March 31, |
|December 31, |
|LIABILITIES AND STOCKHOLDERS’ DEFICIT|
|Accounts payable and accrued liabilities||$||25,842||$||18,935|
|Due to related party||51,607||40,892|
|Preferred Stock, 20,000,000 shares authorized, $0.0001 par value; No shares issued and outstanding||–||–|
|Common Stock, 80,000,000 shares authorized, $0.0001 par value; 14,380,266 and 14,380,266 shares issued and outstanding as of March 31, 2012 and December 31, 2011, respectively||1,438||1,438|
|Additional Paid-in Capital||315,895||315,895|
|Deficit Accumulated During the Development Stage||(394,176||)||(376,965||)|
|Total Stockholders’ Deficit||(76,843||)||(59,632||)|
|Total Liabilities and Stockholders’ Deficit||$||606||$||195|
(The accompanying notes are an integral part of these unaudited financial statements)
(A Development Stage Company)
Statements of Operations
|For the |
|For the |
(Date of Inception)
|Cost of Revenue||–||$||––||(24,776||)|
|General and administrative||17,211||62,959||394,362|
|Net Loss Per Common Share – Basic and Diluted||$||(0.00||)||$||(0.00||)|
|Weighted Average Common Shares Outstanding||14,380,000||13,780,000|
(The accompanying notes are an integral part of these unaudited financial statements)
(A Development Stage Company)
Statements of Cash Flows
|For the |
|For the |
(Date of Inception)
|Net loss for the period||$||(17,211||)||$||(62,959||)||$||(394,176||)|
|Adjustment to reconcile net loss to net cash used in operating activities:||–|
|Stock issued for consulting services||–||30,000||196,280|
|Expenses paid by related party on behalf of the company||–||–||25,324|
|Changes in operating assets and liabilities:|
|Accounts payable and accrued liabilities||6,907||15,101||40,842|
|Net Cash Used In Operating Activities||(10,304||)||(17,858||)||(131,730||)|
|Due to related party||10,715||1,220||26,283|
|Proceeds from issuance of common stock||–||–||106,053|
|Net Cash Provided by Financing Activities||10,715||1,220||132,336|
|(Decrease) Increase in Cash||411||(16,638||)||606|
|Cash - Beginning of Period||195||25,817||–|
|Cash - End of Period||$||606||$||9,179||$||606|
|Stock issued for settlement of accounts payable||$||–||$||–||$||15,000|
|Income taxes paid||$||–||$||–||$||–|
(The accompanying notes are an integral part of these unaudited financial statements)
|1.||Basis of Presentation|
The accompanying unaudited interim financial statements of Zenitech Corporation (the “Company”) have been prepared in accordance with accounting principles generally accepted in United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements contained in the Company’s Annual Report filed with the Securities and Exchange Commission on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the terim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year ended December 31, 2011 have been omitted.
These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenue since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at March 31, 2012, the Company has accumulated losses since inception and has a working capital deficit. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
|3.||Related Party Transactions|
At March 31, 2012, the Company was indebted to the President of the Company for $51,607 (December 31, 2011 - $40,892) for expenses paid on behalf of the Company. The related party advances are payable on demand, unsecured and bear no interest.
|a)||On October 1, 2009, the Company entered into two consulting agreements with two different consultants and issued 300,000 shares of common stock for services performed during the first year of the agreement. The shares were valued at $0.20 per share, which is consistent with the price per share received in the Company’s recent private placement. On October 1, 2010, the Company renewed the consulting agreements with both consultants to extend for an additional term of six months. Pursuant to the extended agreements, the Company agreed to make a payment of either $30,000 or issue 150,000 shares of common stock with a deemed value of $0.20 per share to the consultants. On April 1, 2011, the Company renewed the consulting agreements with both consultants to extend for an additional term of six months. Pursuant to the extended agreements, the Company agreed to make a payment of either $30,000 or issue 150,000 shares of common stock with a deemed value of $0.20 per share to the consultants. As at March 31, 2012, the Company has issued 300,000 shares of common stock valued at $0.20 per share, which is consistent with the price per share received in the Company’s recent private placement. This is deemed appropriate due to the fact that the Company’s shares were not trading at the time of issuance.|
|b)||On February 1, 2009, the Company entered into a consulting agreement for public relations services. On February 1, 2011, the Company renewed the consulting agreement to extend for an additional term of six months. Pursuant to the extended agreement, the Company issued 150,000 shares of common stock with a deemed value of $0.20 per share to the consultant. As at March 31, 2012, the Company has issued 150,000 shares of common stock valued at $0.20 per share, which is consistent with the price per share received in the Company’s recent private placement. This is deemed appropriate due to the fact that the Company’s shares were not trading at the time of issuance.|
|c)||On April 1, 2011, the Company entered into a consulting agreement for the provision of international business development and marketing services for an initial term of twelve months in consideration for $30,000 payable by the issuance of 150,000 shares of common stock. This agreement may be extended for an additional year in consideration for $30,000 payable by the issuance of 150,000 shares of common stock. As at March 31, 2012, the Company has issued 150,000 shares of common stock valued at $0.20 per share, which is consistent with the price per share received in the Company’s recent private placement. This is deemed appropriate due to the fact that the Company’s shares were not trading at the time of issuance.|
On March 3, 2010, the Company entered into a license agreement with Guang Wei Qu (the "Licensor"), the owner of a patent in the People’s Republic of China for an environment-friendly floral sleeve product (the “Patent”). The Licensor granted an exclusive world-wide license to the Company to use the Patent and to manufacture, distribute, market, sell, lease and/or license or sub-license all products derived or developed from such Patent. In exchange, the Company will pay 12% of all product revenues as royalty fees on a quarterly basis.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and may involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable laws, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to our actual results.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars.
Unless otherwise indicated, all references to “we”, “us” and “our” mean Zenitech Corporation.
We are a development stage company specializing in the development, manufacture, distribution and marketing of environmentally friendly floral sleeves and wrappers for the floriculture industry. Our environmentally friendly floral sleeves and wrappers are suitable for use with cut and potted flowers, greens and plants. We aim to reinvent traditional plastic packaging products to reduce and minimize the use of plastic materials damaging to the environment. Our vision is to develop products that will become widely accepted in the market. We intend to develop, market, manufacture and distribute our products.
We were incorporated in the State of Delaware on July 28, 2005 and have our head office at Suite 1200, 1000 N. West Street, Wilmington, DE 19801. We currently do not have any subsidiaries.
As of March 31, 2012, we had earned revenue of $24,962. This was from one client who will not be a recurring or continuing customer. The revenue was received as payment for research and information we provided to it regarding new compostable materials. In the process of providing that information to the client, we had the opportunity to learn about a compostable floral sleeve product. We then decided to explore the business further and later decided to enter into the business of developing, manufacturing, marketing and distributing floral sleeves and similar products. We no longer provide research services.
Since we no longer provide research services, we will not receive additional revenue from these or other research clients. We intend to concentrate on the business of environmentally friendly floral sleeves and wrappers and the possible development of new, related products.
We are now working with the Chinese inventor, Mr. Guang Wei Qu and his research team. Together, we are researching both the material formula and manufacturing processes for new packaging products.
The license agreement with Mr. Qu gives us an exclusive worldwide perpetual license to use or cause to be used Mr. Qu’s patent and any improvements in any manner and for any purpose whatsoever and including, without limiting the generality of the foregoing, to manufacture, distribute, market, and sell floral sleeves and wrappers anywhere in the world during the continuance of the license agreement.
In addition to attempting to develop new uses for the patent and attempting to developing new materials with Mr. Qu and his team, we intend to manufacture, distribute, market and sell the patented environmentally friendly floral sleeves and wrappers made from paper or recycled paper coated with harmless plastics which is partly or completely biodegradable depending on the material used. Under the agreement, Mr. Guang Wei Qu, as licensor, who owns patent number CN201415829, granted us an exclusive worldwide license of the patent. Other material terms of the agreement are as follows:
|●||The licensor is to provide us with all necessary technical drawings, schematics and information and all appropriate assistance as may be required by us;|
|●||The licensor owns any and all right, title and interest in and to the patent, including improvements;|
|●||We agree that all trademarks, patents, copyright and other intellectual right, property and information, whether now existing, in progress, or arising in the future in any jurisdiction, of or in relation to the patent, belong solely and exclusively to the licensor;|
|●||We agree that all improvements of the patent belong to the licensor whether developed or acquired by us or the licensor;|
|●||We agree that, during and after the term of the agreement, we will not contest the licensor's right and ownership in and to any part of the patent or any improvements, nor will we in any way dispute or impugn the validity of any of the licensor's ownership, copyright, trademark or patent therein nor the right of the licensor to receive, whether by assignment or grant, any of the same;|
|●||We will notify the licensor of any infringement or challenge or duplicate to the copyright, trademark or patent or proprietorship of the patent as soon as we become aware of such and such challenge shall be defended or prosecuted by the licensor at the mutual and equal cost of the parties;|
|●||We will, at the request and the cost of the licensor, enter into such further agreements and execute any and all documents as may be required to ensure that ownership of the patent and any improvements resides with the licensor;|
|●||We, in perpetuity, are required to pay to the licensor a royalty fee of 12% of all product revenues from the manufacturing, distribution and sale of the product and any improvements of the patent;|
|●||We will pay and provide an accounting for the royalty fee quarterly, within ten calendar days after the end of each quarter. The royalty fee will be calculated on all amounts invoiced, or deemed invoiced, in a quarter; and|
|●||The term of the agreement shall be perpetual and be in full force and effect as long as the terms and conditions of the agreement are being met.|
Therefore we plan to focus in the coming months on the development of patented environmentally friendly floral sleeves and wrappers and other applications for the patented technology. We are currently working on finding production facilities for our product in order to contract for the manufacturing or purchase the facilities. We plan to generate revenue from sales of this product, commercializing and marketing the product initially in China, Japan, the United States and Canada.
We have identified the provinces of Ontario and British Columbia of Canada, and the states of California, Florida, Texas, Michigan and North Carolina as our primary target markets in North America. These two provinces and five states represent the largest production and sales of the floriculture industry in North America. The U.S. National Agricultural Statistics Service states in its Floriculture Crops Summaries found on it website at http://usda.mannlib.cornell.edu/MannUsda/viewDocumentInfo.do?documentID=1072 that in 2008 and 2009, California, Florida, Texas, Michigan and North Carolina represented the largest markets in the U.S. floriculture industry. In 2009, the U.S. National Agricultural Statistics Service reports, the wholesale value of the floriculture industry in these five states was USD $2.53 billion. Our floral and plant sleeves are for use with potted plants in hanging baskets, potted flowering plants, cut flowers and cut greens.
On our behalf, our consultants have attended 18 flower EXPOs, trade shows and fairs in China for research and marketing for the environmentally friendly floral sleeves and wrappers.
Contract with AnHuiJiaLian Plastic Packaging Machinery Factory
We have also entered into a compostable floral sleeve sample-making service agreement on October 8, 2010 with An HuiJiaLian Plastic Packaging Machinery Factory. This agreement was attached to our registration statement and filed with the SEC. In our agreement with An HuiJiaLian Plastic Packaging Factory, An HuiJiaLian has agreed to provide us with compostable floral sleeve sample-making services. We have agreed to purchase 1000 samples at an estimated 500 RMB. So far we have not paid for or received any of these samples. Previously, pursuant to an oral agreement, we purchased 100 samples of our environmentally friendly floral sleeves made by the An HuiJiaLian Plastic Packing Factory. We used those samples to market our product to potential customers. The new samples will be in different sizes and colors to show as many varieties we have designed to date. Since November 8, 2010, our consultant, Mr. Yu has been working closely on the samples with the factory engineers and specialists to ensure that the new samples will be made as we want them to be.
Potential Future Agreements withAnHuiJiaLian Plastic Packaging Machinery Factory
If we are able to raise adequate funds, we intend to enter into future agreements with An HuiJiaLian Plastic Packaging Machinery Factory which will include (i) An HuiJiaLianadditional services to produce the first inventory of 2 million floral sleeves and wrappers for the market.
New Patents and Developments of Patented Processes and Products
We continue to see changes in the environmental packaging market. Although the European market has shown a preference for environmentally sensitive products for some time now, we believe that the current U.S. administration’s focus on green technology for both economic and environmental reasons continues to influence a shift away from more traditional packaging products towards environmentally friendly products like ours. We believe that our products and our company can benefit from this trend.
Mr. Qu and his team continue to attempt to develop new, environmentally-friendly packaging materials and products. In exchange for obtaining licensing rights similar to those we have for the floral sleeve and wrapper product, we intend to help Mr. Qu apply and pay for additional patent fees if and when he is in a position to apply for them in the future and when we determine it is in our best interests to do so.
Over the next 12 months, we intend to determine whether it is in our best interests to apply for additional patents for the environmentally friendly floral sleeves and wrappers in other countries. We do not yet know whether we will decide to apply for those patents or, if we do, in which countries we will make the applications. We do intend to apply for the classification as a biodegradable product from the Biodegradable Products Institute in New York, New York. Over the next 12 months we also intend to establish our first production plant and retain highly skilled employees and consultants to operate the plant and the marketing and distribution components of our business. We also intend to complete the development of our marketing plan, enter into agreements with retail flower distributors and wholesale distributors of packaging materials and complete private and/or public financing.
Until we have established a production plant, we intend to contract with An HuiJiaLian Plastic Packaging Factory to produce the products for us first for any orders we may receive. Also, we have begun talks with An HuiJiaLian to discuss the possibility of our purchasing machinery from them for the establishment of our own production plant.
We have not yet entered into agreements with any floral businesses, stores, or wholesale distributors of packaging materials for distribution of our product and there is no assurance that we will be able to do so. We currently do not have sufficient financing to fully execute our business plan and there is no assurance that we will be able to obtain the necessary financing to do so. If we are unable to obtain the necessary financing, we may be forced to cease our business.
Results of Operations for the Three Months ended March 31, 2012 Compared to Three Months ended March 11, 2011, and for the Period from July 28, 2005 (Date of Inception) to March 31, 2012
We did not generate any revenue for the three months ended March 31, 2012 or March 31, 2011. From our inception on July 28, 2005 to March 31, 2012, we generated revenue of $24,962. For the three months ended March 31, 2012 we incurred a net loss of $17,211, compared to a net loss of $62,959 for the three months ended March 31, 2011. From our inception on July 28, 2005 to March 31, 2012, we incurred a net loss of $394,176. Our net loss per share was nil for the three months ended March 31, 2012, and nil for the three months ended March 31, 2011.
Our total operating expenses were $17,211 for the three months ended March 31, 2012, compared to $62,959 for the same period ended March 31, 2011, a decrease of approximately $45,748 that resulted primarily from a decrease in our professional fees. From our inception on July 28, 2005 to March 31, 2012, we incurred total operating expenses of $394,362.
Our general and administrative fees for the three months ended March 31, 2012 were $17,211, compared to $62,959 for the same period ended March 31, 2011. Our general and administrative expenses consist primarily of legal, accounting and audit fees as well as expenses incurred for rent and other administrative expenses. These include marketing and promotion, office maintenance, communication expenses, courier and postage costs, web development and office. From our inception on July 28, 2005 to March 31, 2012, we incurred general and administrative expenses of $394,362.
Liquidity and Capital Resources
Working Capital and Operations
As of March 31, 2012, we had $606 in total assets, comprised solely of cash, $77,449 in total liabilities and a working capital deficit of $76,843. As of March 31, 2012 we had an accumulated deficit of $394,176.
As of March 31, 2011, we had $195 in total assets, comprised solely of cash, $59,827 in total liabilities and a working capital deficit of $59,632. As of March 31, 2011 we had an accumulated deficit of $376,965.
For the three months ended March 31, 2012 we spent net cash of $10,304 on operating activities, the majority of which was attributable to our net loss as described above, as offset by the creation of $6,907 in accounts payable and accrued liabilities. For the three months ended March 31, 2011 we spent net cash of $17,858 on operating activities. From our inception on July 28, 2005 to March 31, 2012 we spent net cash of $131,730 on operating activities, all of which was attributable to our net loss as described above, as offset by certain adjustments and $40,842 in accounts payable and accrued liabilities.
For the three months ended March 31, 2012 we received net cash of $10,715 from financing activities, all of which was in the form of funds from a related party. For the same period in our prior fiscal year we received $1,220 from financing activities, all of which was in the form of funds from a related party. From our inception on July 28, 2005 to March 31, 2012 we received net cash of $132,336 from financing activities, including $106,053 in proceeds from the issuance of our common stock and $26,283 from a related party.
Our capital requirements relating to the manufacturing and marketing of our products have been, and will continue to be, significant. We are dependent on the proceeds of future financing in order to continue in business and to develop and commercialize proposed products. We expect to require a minimum of $280,000 and a maximum of $625,000 to continue our planned operations for the next 12 months.
There can be no assurance that we will be able to raise the substantial additional capital resources necessary to permit us to pursue our business plan. We have no current arrangements with respect to, or sources of, additional financing and there can be no assurance that any such financing will be available to us on commercially reasonable terms, or at all. Any inability to obtain additional financing will have a material adverse effect on us, such as requiring us to significantly curtail or cease operations. To raise the additional funds that we will require, we intend to sell additional shares of our common stock or borrow the money.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.
We have not generated any significant revenues and are dependent upon obtaining outside financing to carry out our operations and activities. If we are unable to raise equity or secure alternative financing, we may not be able to continue our operations and our business plan may fail. Our continuation as a going concern is dependent upon the continued financial support from our shareholders, our ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at March 31, 2012, we had accumulated losses since inception. These factors raise substantial doubt regarding our ability to continue as a going concern.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4T. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) as of March 31, 2012 (the “Evaluation Date”). This evaluation was carried out by our management, with the participation of our principal executive officer and principal financial officer, Hong Yang. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of the Evaluation Date.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our company's reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our principal executive office and principal financial officer as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 1 A. RISK FACTORS
Item 1A. Risk Factors
Please consider the following risk factors before deciding to invest in our common stock.
Any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in this Prospectus before deciding whether to purchase our common stock. The occurrence of any of the following risks could harm our business. You may lose part or all of your investment due to any of these risks.
This Prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in such forward-looking statements as a result of certain factors, including the risks described below and elsewhere in this Prospectus.
RISKS RELATED TO OUR BUSINESS
1. There is no assurance that the market for biodegradable materials will grow and we may not be able to achieve or sustain profitable operations.
The use of biodegradable packaging materials, such as in the environmentally friendly floral sleeve and wrapper product instead of plastics may be considered a luxury in certain segments of our target markets. In order for the market for biodegradable materials to develop, it will be necessary for a portion of the population in our target markets to become willing to pay the cost associated with biodegradable materials, which may in some cases be higher than the cost associated with non-biodegradable materials, in order to obtain the related social benefits. At present our largest market is projected to be in China. Although the economy of China is growing, the average income of the Chinese population remains far below that of European and American countries where biodegradable materials have developed a clientele. The conversion of the Chinese population from standard plastics to biodegradable materials will require the concerted efforts of the biodegradable materials industry, provincial and national government, and popular opinion. If a significant portion of the Chinese population is not willing to pay the cost associated with biodegradable materials, the growth of our business will be hindered and we may not be able to achieve or sustain profitable operations.
2. Our lack of generating revenues from operations makes it difficult for us to evaluate our future business prospects and to make decisions based on those estimates of our future performance. Investors do not have historical information on which to base their decisions.
As of the date of this registration statement, we have not generated any significant revenues. Our business plan is still speculative and unproven. There is no assurance that we will be successful in executing our business plan or that even if we successfully implement our business plan, we will ever generate revenues or profits, which makes it difficult to evaluate our business. Because of the uncertainties related to our lack of historical revenues from operations, we may be hindered in our ability to anticipate and timely adapt to fluctuations in sales volumes, revenues or expenses. If we make poor budgetary decisions as a result of unreliable historical data, we may never generate revenues and may incur substantial losses, which may result in a decline in our stock price. Investors do not have historical information on which to base their decisions.
3. We may be unable to protect our proprietary and technology rights under our license agreement with Mr. Qu and Mr. Qu may not be able to protect his own proprietary rights pursuant to his patent. If the proprietary rights are not protected, then our competitors may copy our products and put us out of business, causing investors in our company to lose their entire investment.
Our success will depend in part on our ability to protect our proprietary rights pursuant to our license agreement, dated March 2, 2010, with Mr. Qu and Mr. Qu’s ability to protect his own proprietary rights pursuant to his patent. We intend to rely on our license agreement and Mr. Qu’s patent to protect our proprietary rights. However, these measures afford only limited protection.
The means available for protecting our or Mr. Qu’s proprietary rights may not be adequate. The system of laws and the enforcement of laws in China is not as certain in implementation and interpretation as in the United States. The Chinese judiciary is relatively inexperienced in enforcing corporate and commercial law, which leads to a higher than usual degree of uncertainty as to the outcome of any litigation. The inability to enforce or obtain a remedy for theft of Mr. Qu’s proprietary information or encroachment onto our rights pursuant to the license agreement would have a material adverse impact on our business operations, financial condition and results of operations.
If we or Mr. Qu fail to adequately protect the proprietary rights we depend on, our competitive prospects will be adversely affected. Despite our and Mr. Qu’s efforts to protect the proprietary rights, unauthorized parties may attempt to copy our products or aspects of them. If this happens, customers could choose those other products over ours and we could go out of business. This would cause investors in our company to lose their entire investment.
4. Litigation or other proceedings or third-party claims of intellectual property infringement could require us to spend significant time and money, could prevent us from selling our products. If we cannot sell our products, we will go out of business.
Our commercial success depends in part on our non-infringement of the patents or proprietary rights of third parties and the ability to protect our own intellectual property pursuant to our license agreement with Mr. Qu. Third parties may assert that we are employing their proprietary technology without authorization even if we are not. It is possible that our manufacture, use and sale of our products may infringe on existing or future patents obtained by other parties. Regardless of the merits of any claim, we could incur substantial costs and divert the attention of our management and technical personnel in defending ourselves against them. In the event of a successful claim of infringement against us, we may be required to pay damages and obtain one or more licenses from third parties. We may not be able to obtain such licenses at a reasonable cost, or at all. Furthermore, we could be prohibited from making, using or selling our products. In that event, we would encounter delays in supplying our product to the market. Defense of any lawsuit or failure to obtain any required licenses on favorable terms could prevent us from commercializing our products. If we are not able to sell our products, we will go out of business.
5. We have no business insurance coverage. Therefore, any business disruption, litigation or natural disaster will likely result in substantial costs and diversion of our resources. If we cannot devote all of our resources to the development of our business, our business will likely fail and our investors will lose their entire investment in our company.
The insurance industry in China is at an early stage of development. Insurance companies in China offer limited business insurance products, and do not, to our knowledge, offer business liability insurance. As a result, we do not have business liability insurance coverage for our operations. Moreover, while business disruption insurance is available, we have determined that the risks of disruption in comparison to the cost of the insurance are such that it is not in the best interests of the company to acquire that insurance at this time. Therefore, any business disruption, litigation or natural disaster might result in substantial costs and diversion of our resources. If we cannot devote all of our resources to the development of our business, our business will likely fail and our investors will lose their entire investment in our company.
6. We will need a significant amount of capital to carry out our proposed business plan, and unless we are able to raise sufficient funds, we may be forced to discontinue our operations.
In order to carry out our business plan we will require a significant amount of capital. We estimate that we will need approximately $625,000 to finance our planned operations and carry out our business plan during the next 12 months, which we must obtain through the sale of equity securities or from outside sources. In selling our equity securities, we will likely face competition from the selling shareholders named in this prospectus who will be selling the shares registered hereunder. Resales by our selling shareholders will not provide us with any capital.
Our ability to obtain the necessary financing to execute our business plan is subject to a number of factors, including general market conditions and investor acceptance of our business plan. These factors may make the timing, amount, terms and conditions of such financing unattractive or unavailable to us. If we are unable to raise sufficient funds, we will have to significantly reduce our spending, delay or cancel our planned activities or substantially change our current corporate structure. There is no guarantee that we will be able to obtain any funding or that we will have sufficient resources to continue to conduct our operations as projected, any of which could mean that we will be forced to discontinue our operations.
7. Our officers and directors are engaged in other business activities and may not devote sufficient time to our affairs, which may prevent us from achieving or maintaining profitability.
Because our officers and directors, who are responsible for our business activities, does not devote all of their working hours to our management and operation, we may not be able to implement our business plan in either the manner we intend or at the speed we propose. Our officers and directors have other obligations and commitments which may cut into the amount of time they are able to devote to our affairs, which may impact the pace of our growth and the progress of our development.
Currently, Hong Yang, our President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer and director and contributes approximately 80% of her time to us. The effect of these circumstances may prevent us from achieving or maintaining profitability.
8. We may indemnify our director and officer against liability to us and our security holders, and such indemnification could increase our operating costs.
Our Bylaws allow us to indemnify our director and officer against claims associated with carrying out the duties of her office. Our Bylaws also allow us to reimburse her for the costs of certain legal defenses. Since our officers and directors are aware that they may be indemnified for carrying out the duties of offices, they may be less motivated to meet the standards required by law to properly carry out such duties, which could increase our operating costs. Further, if our officers and directors files a claim against us for indemnification, the associated expenses could also increase our operating costs.
9. Recent economic events and conditions may adversely affect our access to additional capital.
Since 2006, U.S. credit markets have experienced disruption due to a deterioration in residential property values, defaults and delinquencies in the residential mortgage market (particularly, sub-prime and non-prime mortgages) and a decline in the credit quality of mortgage backed securities. These problems led to a slow-down in residential housing market transactions, declining housing prices, delinquencies in non-mortgage consumer credit and a general decline in consumer confidence. These conditions caused a loss of confidence in the broader U.S. and global credit and financial markets and resulting in the collapse of, and government intervention in, major banks, financial institutions and insurers and creating a climate of greater volatility, less liquidity, widening of credit spreads, a lack of price transparency, increased credit losses and tighter credit conditions. These disruptions in the current credit and financial markets have had a significant material adverse impact on a number of financial institutions and have limited access to capital and credit for many companies. These disruptions could, among other things, make it more difficult for us to obtain, or increase our cost of obtaining, capital and financing for our operations. Our access to additional capital may not be available on terms acceptable to us or at all.
The recent unprecedented events in global financial markets have had a profound impact on the global economy. Many industries are impacted by these market conditions. Some of the key impacts of the current financial market turmoil include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity, commodity and foreign exchange markets, and a lack of market liquidity. A continued or worsened slowdown in the financial markets or other economic conditions, including but not limited to, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates, and tax rates may adversely affect our Company’s growth and profitability. Specifically:
|●||the global credit/liquidity crisis could impact the cost and availability of financing and our Company’s overall liquidity;|
|●||volatile energy prices, commodity and consumables prices and currency exchange rates impact potential production costs; and|
|●||the devaluation and volatility of global stock markets impacts the valuation of our Company’s equity securities.|
These factors could have a material adverse effect on our Company’s financial condition and results of operations.
RISKS RELATED TO COUNTRY
10. There are risks related to doing business in China given an uncertain regulatory environment.
Uncertainty in the state regulatory environment in China such as in the field of corporate financial and investment and fund raising activities may expose us to unexpected liability exposure and possibly even penalties. We finance our operations through equity and debt financings. China has an evolving regulatory environment as to what is permitted and often new regulations are adopted to regulate certain areas where there were no regulations before. As a result, we may be exposed to unforeseen risks of violating rules that did not exist. Such risks apply to all aspects of our operation. In case we are found to be in such violation, we could be subjected to monetary and other unexpected penalties. This may in turn have an impact on our results of operation and the value of shares of our common stock.
11. China’s Economic Policies could affect our business.
Substantially all of our assets are located in the China and substantially all of our revenue will be initially derived from our operations in China. Accordingly, our results of operations and prospects are subject, to a significant extent, to economic, political and legal developments in China. While Chinese economy has experienced significant growth in the past 20 years, such growth has been uneven geographically and among various sectors of the economy. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall economy of China, but some measures may have a negative effect on us. For example, our operating results and financial condition may be adversely affected by the government control over capital investments or changes in tax regulations.
The economy of China has been changing from a planned economy to a more market-oriented economy. In recent years the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of corporate governance in business enterprises; however, a substantial portion of productive assets in China are still owned by the Chinese government. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. It also exercises significant control over the China’s economic growth through the allocation of resources, the control of payment of foreign currency-denominated obligations, the setting of monetary policy and the provision of preferential treatment to particular industries or companies.
12. The fluctuation of the Renminbi may materially and adversely affect your investment.
The value of the Chinese Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in the China’s political and economic conditions. Any significant revaluation of the Renminbi may materially and adversely affect our cash flows, revenues and financial condition. For example, to the extent that we need to convert U.S. dollars we receive from any future offerings of our common stock into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar could have a material adverse effect on our business, financial condition and results of operations. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our shares of common stock or for other business purposes and the U.S. dollar appreciates against the Renminbi, the U.S. dollar equivalent of the Renminbi we convert would be reduced. Any significant devaluation of Renminbi may reduce our operation costs in U.S. dollars but may also reduce our earnings in U.S. dollars. In addition, the depreciation of significant U.S. dollar denominated assets could result in a charge to our income statement and a reduction in the value of these assets.
Since 1994, China has pegged the value of the Renminbi to the U.S. dollar. We do not believe that this policy has had a material effect on our business. There can be no assurance that Renminbi will not be subject to appreciation. We may not be able to hedge effectively against Renminbi appreciation, so there can be no assurance that future movements in the exchange rate of Renminbi and other currencies will not have an adverse effect on our financial condition.
In addition, there can be no assurance that we will be able to obtain sufficient foreign exchange to pay dividends or satisfy other foreign exchange requirements in the future.
13. It may be difficult to enforce judgments or bring actions outside the United States against our Company and our directors and officers.
It may be difficult to effect service of process and enforcement of legal judgments upon our Company and our officers and directors because they reside outside the United States. As our operations are presently based in China and our key director and officer resides outside the United States, service of process on our directors and officers may be difficult to effect within the United States. Also, substantially all of our assets are located outside the United States and any judgment obtained in the United States against us may not be enforceable outside the United States.
RISKS RELATED TO THE MARKET FOR OUR STOCK
14. Because there is no public trading market for our common stock, you may not be able to resell your shares.
There is currently no public trading market for our common stock. Therefore, there is no central place, such as stock exchange or electronic trading system, to resell your shares. If you do wish to resell your shares, you will have to locate a buyer and negotiate your own sale. As a result, you may be unable to sell your shares, or you may be forced to sell them at a loss.
We intend to apply to have our common stock quoted on the OTC Bulletin Board. This process takes at least 60 days and the application must be made on our behalf by a market maker. If our common stock becomes listed and a market for the stock develops, the actual price of our shares will be determined by prevailing market prices at the time of the sale.
We cannot assure you that there will be a market in the future for our common stock. The trading of securities on the OTC Bulletin Board is often sporadic and investors may have difficulty buying and selling our shares or obtaining market quotations for them, which may have a negative effect on the market price of our common stock. You may not be able to sell your shares at their purchase price or at any price at all. Accordingly, you may have difficulty reselling any shares you purchase from the Selling Security Holders.
15. We do not intend to pay dividends and there will thus be fewer ways in which you are able to make a gain on your investment.
We intend to retain our earnings, if any, to support operations and to finance the growth and development of our business. We have never paid dividends and do not intend to pay any dividends for the foreseeable future. To the extent that we may require additional funding currently not provided for in our financing plan, our funding sources may prohibit the declaration of dividends. Because we do not intend to pay dividends, any gain on your investment will need to result from an appreciation in the price of our common stock. There will therefore be fewer ways in which you are able to make a gain on your investment.
16. Because our key officer and director will own more than 87% of our issued and outstanding common stock after our initial offering, she will retain control of us and be able to elect our directors. You therefore may not be able to remove her as a director, which could prevent us from becoming profitable.
Hong Yang, our President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer and Director, has sole control over 12,500,000 shares, which is approximately 87% of our issued and outstanding common stock.
Because Ms. Hong owns and controls approximately 87% of our issued and outstanding common stock, she will be able to elect all of our directors and control our operations. She may have an interest in pursuing activities and transactions that involve significant risks; for example, she could cause us to enter into strategic partnerships that create indebtedness. She may also acquire and hold interests in businesses that compete either directly or indirectly with us. If Ms. Hong fails to act in our best interests or fails to adequately manage our operations, you may have difficulty removing her as a director, which could prevent us from becoming profitable.
17. The continued sale of our equity securities will dilute the ownership percentage of our existing stockholders and may decrease the market price for our common stock.
Given our lack of revenues and the doubtful prospect that we will earn significant revenues in the next several years, we will require additional financing of at least approximately $280,000 to fund our operations and planned activities for the next 12 months (beginning December 31, 2011). If possible, we intend to obtain financing of up to $345,000 in addition to the initial $280,000 that we plan to obtain. Our efforts to acquire financing will likely require us to issue additional equity securities, which will result in dilution to our existing stockholders. In short, our continued need to sell equity will result in reduced percentage ownership interests for all of our investors, which may decrease the market price for our common stock.
18. Because the SEC imposes additional sales practice requirements on brokers who deal in shares of penny stocks, some brokers may be unwilling to trade our securities. This means that you may have difficulty reselling your shares, which may cause the value of your investment to decline.
Our shares are classified as penny stocks and are covered by section 15(g) of the Exchange Act, which imposes additional sales practice requirements on broker-dealers who sell our securities in this offering or in the aftermarket. For sales of our securities, broker-dealers must make a special suitability determination and receive a written agreement from you prior to making a sale on your behalf. Because of the imposition of the foregoing additional sales practices, it is possible that broker-dealers will not want to make a market in our common stock. This could prevent you from reselling your shares and may cause the value of your investment to decline.
19. Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit your ability to buy and sell our common stock, which could depress the price of our shares.
FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some customers. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price.
20. You may face significant restrictions on the resale of your shares due to state “blue sky” laws.
Each state has its own securities laws, often called “blue sky” laws, which (1) limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration, and (2) govern the reporting requirements for broker-dealers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. The applicable broker-dealer must also be registered in that state.
We do not know whether our securities will be registered or exempt from registration under the laws of any state. A determination regarding registration will be made by those broker-dealers, if any, who agree to serve as market makers for our common stock. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our securities. You should therefore consider the resale market for our common stock to be limited, as you may be unable to resell your shares without the significant expense of state registration or qualification.
ITEM 1 A. RISK FACTORS
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the three months ended March 31, 2012, we did not make any sales of unregistered securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
ITEM 4. (REMOVED AND RESERVED)
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
|(3)||Articles of Incorporation and By-laws|
|3.1||Certificate of Incorporation (attached as an exhibit to our Registration Statement on Form S-1filed on September 20, 2010)|
|3.2||Bylaws (attached as an exhibit to our Registration Statement on Form S-1 filed on September 20, 2010)|
|10.1||Consulting Agreement dated February 1, 2010 between Zenitech Corporation and Mr. Jiyong Yang (attached as an exhibit to our Registration Statement on Form S-1 filed on September 20, 2010)|
|10.2||Consulting Agreement dated October 1, 2009 between Zenitech Corporation and Mr. DongzhuFeng (attached as an exhibit to our Registration Statement on Form S-1 filed on September 20, 2010)|
|10.3||Consulting Agreement dated October 1, 2009 between Zenitech Corporation and Mr. Moyou Yu (attached as an exhibit to our Registration Statement on Form S-1 filed on September 20, 2010)|
|10.4||License Agreement with Guang Wei Qu dated March 3, 2010 (attached as an exhibit to our Registration Statement on Form S-1 filed on September 20, 2010)|
|10.5||Market Research Service Agreement with Mo Wei, dated October 18, 2009 (attached as an exhibit to our Registration Statement on Form S-1 filed on September 20, 2010)|
|10.6||Lease Agreement with Regus dated May 1, 2010 (attached as an exhibit to our Registration Statement on Form S-1 filed on September 20, 2010)|
|10.7||Compostable Floral Sleeve Sample-making Service Agreement with An HuiJiaLian Plastic Packaging Machinery Factory dated October 8, 2010 (attached as an exhibit to our Registration Statement on Form S-1 filed on September 20, 2010)|
|(31)||Section 302 Certification|
|31.1*||Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002|
|(32)||Section 906 Certification|
|32.1*||Certification of Chief Executive Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002|
|(101)||XBRL (eXtensible Business Reporting Language)|
|101.INS*||XBRL Instance Document|
|101.SCH*||XBRL Taxonomy Extension Schema|
|101.CAL*||XBRL Taxonomy Extension Calculation Linkbase|
|101.DEF*||XBRL Taxonomy Extension Definition Linkbase|
|101.LAB*||XBRL Taxonomy Extension Label Linkbase|
|101.PRE*||XBRL Taxonomy Presentation Linkbase|
In accordance with Section 13 of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|/s/ Hong Yang|
|Date: May 9, 2012||Hong Yang|
|President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director|
|(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)|