STARLIGHT SUPPLY CHAIN MANAGEMENT COMPANY (OTCMKTS:SLSC) Files An 8-K Completion of Acquisition or Disposition of Assets
ITEM 2.01COMPLETION OF ACQUISITION OR DISPOSITION OF
ASSETS
On November 18, 2016 (the Closing Date), Starlight Supply Chain
Management Company (Starlight or the Company), a Nevada
corporation, closed on the share exchange described below with
the shareholders (the Sing Kong Stockholders) of Sing Kong Supply
Chain Management Co. Limited (Sing Kong-HK), a Hong Kong company.
As a result, Sing Kong-HK is now a wholly owned subsidiary of
Starlight. Starlight, the Sing Kong Stockholders and Sing Kong-HK
shall sometimes be collectively referred to as the Parties. Under
the Exchange Agreement, the Sing Kong Stockholders exchanged all
of the shares that they held in Sing Kong-HK for 4,752,217,304
shares of Starlights common stock. A copy of the Exchange
Agreement was attached as Exhibit 2.1 to the Starlight Form 8-K
filed with the Securities Exchange Commission on October 6, 2016.
The consummation of the exchange transaction under which
Starlight acquired 100% of the equity ownership of Sing Kong-HK
shall be referred to as the Transaction.
Sing Kong-HK operates its supply chain management business
through the use of a variable interest entity structure (VIE). It
has established a wholly foreign owned entity, Starlight
Consultation Service (Shenzhen) Co., Ltd. (WFOE) in the Peoples
Republic of China (PRC) that has acquired effective control of
Sing Kong Supply Chain Management Co., Ltd. Shenzhen (Sing
Kong-China or the Operating Company) through the VIE structure.
Sing Kong-China is 100% owned by a citizen of the PRCJessica Qu
who also serves as its Chief Executive Officer. The contractual
arrangements between Sing Kong-China and the WFOE enable us to
exercise effective control over, and realize substantially all of
the economic risks and benefits arising from the activities of
Sing Kong-China. As a result, we include the financial results of
Sing Kong-China in our consolidated financial statements in
accordance with generally accepted accounting principles in the
United States, or U.S.GAAP, as if Sing Kong-China were a
wholly-owned subsidiary. However, the contractual arrangements
may not be as effective in providing operational control as
direct ownership. See Risk Factors Risks Related to Our
Structure. Sing Kong-HK, the WFOE and Sing Kong-China shall be
collectively referred to as Sing Kong.
For accounting purposes, the Transaction was treated as a reverse
acquisition with Sing Kong-HK as the acquirer and Starlight as
the acquired party. When we refer in this report to business and
financial information for periods prior to the consummation of
the Transaction, we are referring to the business and financial
information of Sing Kong-HK unless the context suggests
otherwise.
The sole officer and director of Starlight is CHAN Wai Lun. As a
result of the closing of the Transaction with Sing Kong-HK, the
former shareholders of Starlight, including CHAN Wai Lun who was
issued 1,833,148,178 shares of the Companys common stock in
connection with the closing, own approximately 28.1% of the total
outstanding shares of our common stock. Without including the new
shares issued to CHAN Wai Lun in connection with the closing, the
former shareholders of the Company own less than 1% of the
Companys outstanding shares of common stock following the
closing. Prior to the closing and before the issuance of shares
to CHAN Wai Lun in connection with the closing, the former
shareholders (other than CHAN Wai Lun) held 40% of the Companys
outstanding shares of common stock.
FORM 10 DISCLOSURE
As disclosed elsewhere in this report, on November 18, 2016, we
acquired Sing Kong-HK in a reverse acquisition transaction. Item
2.01(f) of Form 8-K states that if the registrant was a shell
company, the statusof the Company immediately before the reverse
acquisition transaction disclosed under Item 2.01, then the
registrant must disclose the information that would be required
if the registrant were filing a general form for registration of
securities on Form 10.
Accordingly, we are providing below the information that would be
included if we were to file a Form 10. Please note that the
information provided below relates to the combined enterprises
after the acquisition of Sing Kong-HK except that information
relating to periods prior to the date of the reverse acquisition,
other than financial data, only relates to Starlight Supply Chain
Management Company.
In this report, we rely on and refer to information and
statistics regarding our industry that we have obtained from a
variety of sources. This information is publicly available for
free and has not been specifically prepared for us for use in
this report or otherwise, although we believe that this
information is generally reliable.
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING
STATEMENTS
This Form 8-K and other reports filed by the Company from time to
time with the Securities and Exchange Commission (collectively
the Filings) contain or may contain forward-looking statements
and information that are based upon beliefs of, and information
currently available to, the Companys management as well as
estimates and assumptions made by the Companys management. When
used in the filings the words anticipate, believe, estimate,
expect, future, intend, plan or the negative of these terms and
similar expressions as they relate to the Company or the Companys
management identify forward-looking statements. Such statements
reflect the current view of the Company with respect to future
events and are subject to risks, uncertainties, assumptions and
other factors (including the risks contained in the section of
this report entitled Risk Factors) relating to the Companys
industry, operations and results of operations and any businesses
that may be acquired by the Company. Should one or more of these
risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ
significantly from those anticipated, believed, estimated,
expected, intended or planned.
Although the Company believes that the expectations reflected in
the forward-looking statements are reasonable, the Company cannot
guarantee future results, levels of activity, performance or
achievements. Except as required by applicable law, including the
securities laws of the United States, the Company does not intend
to update any of the forward-looking statements to conform these
statements to actual results. The following discussion should be
read in conjunction with the Companys pro forma financial
statements and the related notes included herein.
BUSINESS
History of Starlight Supply Chain Management
Company
Starlight Supply Chain Management Company (the Company or
Starlight) was originally incorporated in Nevada under the name
Live Fit Corp. on December 13, 2013 and, since the date of the
Transaction reported herein, it maintains its principal executive
offices at Room 805-806, Xinghe Century Towers A, CaiTian Road
No. 3069, Shenzhen City, Futian District, Peoples Republic of
China. The Company was formed to develop and market online
personal training through its website, www.livefittime.com,
which, when fully developed, would have allowed its clients to
hire personal trainers who would oversee their training,
nutrition and overall health life>
The Company filed a registration statement on Form S-1 with the
U.S. Securities and Exchange Commission (the SEC) on July 8,
2014, which was declared effective on September 3, 2014. However,
the Company did not generate any revenue and, in September 2015,
management of the Company determined that it would be in our
stockholders best interests to abandon the Companys business plan
and to seek a possible business combination.
As a result, the Company became a shell company (as such term is
defined in Rule 12b-2 under the Securities Exchange Act of 1934,
as amended (the Exchange Act)) with nominal assets and no
business operations, and it sought to identify, evaluate and
investigate various companies with the intent that, if such
investigation warranted, a reverse merger transaction could be
negotiated and completed to which the Company would acquire a
target company with an operating business with the intent of
continuing the acquired companys business as a publicly held
entity. On May 19, 2016, the Company changed its name to
Starlight Supply Chain Management Company and on the Closing
Date, it completed the Transaction described in Item 2.01, above.
From and after the Closing Date of the Transaction described in
Item 2.01, above, the Companys primary operations will now
consist of the operations of Sing Kong.
Throughout the remainder of this report, when we use phrases such
as we, our, company and us, we are referring to Starlight, Sing
Kong-HK, the WFOE and Sing Kong-China as a combined entity.
Sing Kong Supply Chain Management Company
Limited
Sing Kong Supply Chain Management Company Limited (Sing Kong-HK)
was incorporated under the laws of Hong Kong on April 16, 2016,
and established a wholly foreign owned entity, Starlight
Consultation Service (Shenzhen) Co., Ltd. (WFOE) in the Peoples
Republic of China (China) on May 6, 2016. The WFOE entered into
variable interest entity agreements (VIE) with Sing Kong Supply
Chain Management Co. Ltd. Shenzhen (Sing Kong-China or the
Operating Company), under which we exercise effective control
over, and realize substantially all of the economic risks and
benefits arising from the activities of Sing Kong-China. Sing
Kong-China was organized in Shenzhen under the laws of China on
October 29, 2015. Sing Kong-HK is a development stage company,
providing supply chain management (SCM) services through Sing
Kong-China. Although Sing Kong-China is only a year old, its
management team has in excess of 25 combined years working in the
SCM business, and its business has grown rapidly.
We have sixteen SCM customers in China, and our services have
principally involved sourcing of raw materials in the minerals
and glass area for their manufacturing operations, assistance
with the logistics associated with delivering raw materials to
our manufacturing customers and delivery of our manufacturing
customers products to their customers. Between May 1, 2016 and
October 31, 2016, out principal suppliers were Shenzhen Tongdao
Fuqiang Supply Chain Management Co., Ltd., Shanghai Lihao Metal
Materials Co., Ltd., Shenzhen Fengxi Supply Chain Management
Limited, Guangzhou Yi Yun Hui Xin trade limited company. We
purchased aluminum from these suppliers and then resold the
aluminum to our supply chain customers.
Sing Kong has developed a proprietary SCM online software system
that is integrated with logistics service centers located in
Foshan, Shenzhen, Shanghai and Guangzhou in China. We anticipate
that as we grow we will enter into similar arrangement in other
key distribution/manufacturing cities. Although our SCM online
software is primarily used internally, it is available to our
customers to support their development and growth. We anticipate
that we will need to conduct further development and that we will
be contracting with a significant provider of IT services such as
SAP or Oracle to utilize their data base platform as our customer
base grows and demand for our product offerings or services
increases. Further, Sing Kongs finance team will consult with
customers to help them to transform and adapt to the new supply
chain model.
Sing Kong expects to primarily serve three types of customers:
| 1. |
Customers who need nonferrous metals like copper, aluminum and zinc to begin with, as well as other mineral resources in the future. We expect to also focus upon the glass industry in Hebei Province. |
| 2. |
SME (small and medium enterprise) owners who have a big trading volume in their industry but lack a SCM online system to support further company development and growth; and |
| 3. |
SME owners who want to grow sufficiently to become a listed company. |
We anticipate that we will offer our customers three categories
of services:
| 1. | SCM services; | |
| 2. | SCM online platform services; and | |
| 3. |
SCM company transformation services to assist with the goal of becoming a listed company. |
Principal Products or Services
SCM Services. We are a
provider of supply chain management solutions, consisting of
various software and service offerings. Supply chain management
is the set of processes, technology and expertise involved in
managing supply, demand and fulfillment throughout divisions
within a company and with its customers, suppliers and partners.
The business goals of our solutions include increasing supply
chain efficiency, reducing costs and enhancing customer and
supplier relationships by managing variability, reducing
complexity, improving operational visibility and increasing
operating velocity. Our initial business has been focused upon
sourcing nonferrous metals for customers at prices that allow us
to make a profit in the resale of those products to our
customers. We are optimistic that our business will grow and that
we will be providing the services outlined in this description of
our plan in the future to our customers.
Our offerings will be designed to help customers better achieve
the following critical operational objectives:
|
Visibility a clear and unobstructed view up and down the supply chain |
|
Planning supply chain optimization to match supply and demand considering system-wide constraints |
| Collaboration interoperability with supply chain partners |
|
Control management of data and business processes across the extended supply chain |
The first task that our management undertook was to develop a
comprehensive, detailed business plan (our Starlight Supply Chain
Business Brochure) which covers all the services which we intend
to offer our customers. Specifically, those services are as
follows:
| IT Overall Planning | ||
| Supply chain process planning overview | ||
| Supply chain process planning procurement | ||
| Supply chain process planning logistics | ||
| Major Data | ||
| Raw materials data maintenance | ||
| Supplier data maintenance | ||
| Client data maintenance | ||
| Purchasing and Warehousing Management | ||
| Expense and asset procurement | ||
| Expense and asset check and receipt check | ||
| Inventory counting | ||
| Purchase return | ||
| Outsourcing | ||
| Supplier delivery | ||
| Sales and Distribution | ||
| Service sales | ||
| Loan applications | ||
| Consignment | ||
| International Trade Management | ||
| Project review | ||
| Importing | ||
| Exporting | ||
| Domestic third party trade | ||
| Domestic trade control | ||
| Commodity trading | ||
| Trade expenses and payment | ||
| Product returns | ||
| Client Management | ||
| Client credit maintenance | ||
| Client credit control |
SCM Online Platform Services. We
believe that the continuous development of our technology systems
is essential not only to improve our internal operations and
financial performance, but also to provide our customers with the
most cost-effective, timely and reliable solutions. We have one
full time IT specialist and anticipate that as we grow we will
hire other IT programmers and specialists to work in the further
development of the Companys online platform. Although we believe
that our platform is adequate for our needs in the near future,
we anticipate that we will need to conduct further development
and that we will be contracting with a significant provider of IT
services such as SAP or Oracle to utilize their data base
platform as our customer base grows and demand for our product
offerings or services increases.
Information technology is a critical differentiator for customers
in the supply chain logistics industry, providing the crucial
ability to track the locations of products and raw materials
along the supply chain. We have developed and maintain a
proprietary technology platform that we utilize within the
Company and that we also offer to customers to assist them in
developing, maintaining and accessing key data on their customers
and the location of products and raw materials. We believe that
our processes and our software solutions enhance productivity,
optimize decision-making and result in more efficient and
cost-effective processes for our customers.
Our goal is to grow our technology department and capability so
that we can design and implement customized solutions that
integrate multiple systems into a functional, compatible and
seamless communication and operating environment. We believe that
this will be a critical differentiator for customers, many of
whom operate disparate and disjointed systems. We are hopeful
that the development of highly tailored and integrated solutions
will provide significant benefits to our customers, and translate
into longer relationships and opportunities to realize higher
margins. We anticipate that our services will be targeted
primarily at SME owners who need a SCM online system to support
further company development and growth.
SCM Company Transformation Services. We
intend to offer our services to SME owners who want to grow
sufficiently to become a listed company. We intend to assist
these business owners through three channels:
|
Pooled procurement which should lead to lower prices for raw materials purchase prices and as a result higher gross margins on products |
|
Pooled sales decreased costs of sales and expanded sales channels |
|
Pooled logistics decreased costs in the logistics associated in sourcing raw materials and components and in delivering products to customers, and concentration of information |
Financing Assistance. We anticipate
being able to assist our customers in obtaining financing as a
result of their utilization of our SCM processes. Recently, we
entered into an agreement with China Postal Bank, through which
our customers will be able to obtain financing if they satisfy
the criteria established through the use of our SCM processes.
Financing for small and medium sized enterprises in China is
difficult, and we believe that this relationship with China
Postal Bank will give us a competitive advantage and will assist
our customers to obtain financing, which they would otherwise
have difficulty obtaining on their own. The availability of
financing for raw materials and components to build out orders
should enable our customers to increase their sales volume at a
much faster rate than would be possible without such financing
and, therefore, to accelerate their growth in order to meet the
goal of becoming a listed company.
Relationships with suppliers
We have a network of approximately 16 suppliers and manufacturers
with whom we have developed relationships through the prior
business experience of our management team. Our experience,
market knowledge and ability to negotiate on the basis of bulk
purchases enable us to deliver lower cost supply options for our
customers. We negotiate with suppliers on behalf of our
customers.
Sales and Marketing
We market our services to both existing and potential clients
through our director of marketing. His marketing efforts have
been primarily directed towards businesses with whom he had
previously done business when employed by another supply chain
management company that is no longer in business. We intend to
hire additional personnel in sales and marketing to work under
his direction to market our services in China. We have also begun
working with the provincial government in Hebei Province, and
believe that they will assist us with introductions to small and
medium sized enterprises that could use our services and
processes.
We intend to foster relationships between our senior team members
and our clients senior management. We believe that these
relationships ensure that both parties are focused on
establishing priorities, aligning objectives and driving client
value. We are optimistic that this approach will provide us with
a forum for addressing client concerns and to grow our business.
Competition
The markets in which we operate are highly competitive. Our
competitors are diverse and offer a variety of solutions
targeting various segments of the extended supply chain as well
as the enterprise as a whole. Some competitors compete with
suites of applications, while most offer solutions designed
specifically to target particular functions or industries. We
face strong competition across the entire competitive landscape,
including competition on breadth and quality of product and
service offerings, pricing, delivery times and after-sales
support.
We consider our closest competitor to be Shenzhen Eternal Asia
Supply Chain Management Ltd., as well as the larger trading
companies and importers and the in-house buying functions of
retailers. However, we believe that we are able to distinguish
ourselves from all other participants in the industry because of
our financing assistance program, independently researched and
developed Starlight Supply Chain Business Brochure, IT platform,
industry trading center and management team.
Properties
The Companys headquarters is currently located in approximately
116.48 square meters of office space at Room 805-806, Xinghe
Century Towers A, CaiTian Road No. 3069, Shenzhen City, Futian
District, Peoples Republic of China. The Company leases this
office space from an unaffiliated third party for a monthly
rental of RMB21,500 (US$3,180). The lease expires on April 10,
2017, and may be extended upon the mutual agreement of the
parties. We believe that our existing office facilities will be
sufficient for our operations for the next year.
The Company also anticipates leasing office space in Hebei
province, Peoples Republic of China, and anticipates entering
into a lease for such space within the next three months. The
Hebei Province office will be used to serve customers located in
that area, and management is optimistic that with the support of
the local government, it will be able to develop a number of new
SCM customers.
Sing Kongs Chairman, Mr. WU Yun Fai, provides the Company with
free use of office space located at Room 1001, Chaowai SOHO
Building A, Chaoyang District, Beijing, Peoples Republic of
China. The office space is leased by an affiliate of Mr. Wu.
Employees
At September 30, 2016, we had six full-time employees. Our future
success depends upon the continued service of our key technical,
sales and senior management personnel and our ability to attract,
train and retain other highly qualified personnel.
to the relevant regulations in the PRC, we are required to make
contributions for each of our PRC employees, at rates based upon
the employees standard salary base as determined by the local
Social Security Bureau, to a defined contribution retirement
scheme organized by the local Social Security Bureau in respect
of the retirement benefits for Sing Kong-Chinas employees in the
PRC.
Government Regulation
The sourcing and export trade industry is not subject to specific
industry regulatory oversight. To the extent that we are involved
with the logistics of shipping our customers products to
countries outside of China, we rely upon the international
freight companies with whom we work to help us comply with any
applicable legal requirements (licenses, approvals and permits)
in the destination countries.
We are aware that our supply chain partners are subject to
regulations within China and they are responsible for their own
compliance with relevant local labor and occupational health and
safety requirements.
Legal Proceedings
We are not currently involved in any material litigation or
similar proceedings.
Principal Executive Office
Our principal executive office is located at Room 805-806, Xinghe
Century Towers A, CaiTian Road No. 3069, Shenzhen City, Futian
District, Peoples Republic of China and our telephone number is
86-755-8254-8283.
Filing Status
We file reports with the SEC. You can read and copy any materials
we file with the SEC at its Public Reference Room at 450 Fifth
Street, NW, Washington, DC 20549. You can obtain additional
information about the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains
an Internet site (www.sec.gov) that contains reports and other
information regarding issuers that file electronically with the
SEC, including us.
CONTRACTUAL ARRANGEMENTS AMONG OUR WHOLLY-FOREIGN
OWNED ENTITY, THE VARIABLE INTEREST ENTITY AND THE VARIABLE
INTEREST ENTITY HOLDER
We are structured to conduct our business operations through a
wholly-foreign owned entity and a variable interest entity. The
variable interest entity, which is incorporated in the PRC and
100% owned by a PRC citizen, operates our business. Specifically,
our variable interest entity is Sing Kong-China. Sing Kong-China
is 100%-owned by QU Ting Ting, who is also its Chief Executive
Officer. We have entered into certain contractual arrangements,
as described in more detail below, which collectively enable us
to exercise effective control over the variable interest entity
and realize substantially all of the economic risks and benefits
arising from the variable interest entity. As a result, we will
include the financial results of the variable interest entity in
our consolidated financial statements in accordance with U.S.GAAP
as if it were our wholly-owned subsidiary.
The following diagram is a simplified illustration of the
ownership structure and contractual arrangements that we have in
place for our variable interest entity:
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Contracts that Give Us Effective Control of the Variable
Interest Entity
The following is a summary of the common contractual arrangements
that provide us with effective control of our variable interest
entity and that enable us to receive substantially all of the
economic benefits from its operations.
Exclusive option agreement. The
variable interest entity equity holder has granted the
wholly-foreign owned entity an exclusive call option to purchase
her equity interest in the variable interest entity at an
exercise price equal to the higher of (i)the base price of RMB10;
and (ii)the minimum price as permitted by applicable PRC laws.
The wholly-foreign owned entity may nominate another entity or
individual to purchase the equity interest under the option. The
option is exercisable subject to the condition that applicable
PRC laws, rules and regulations do not prohibit completion of the
transfer of the equity interest to the option. The wholly-foreign
owned entity can require the variable interest entity to
distribute all distributable profits to its shareholders, and the
variable interest entity equity holder has agreed to promptly
donate any profit, interest, dividend or proceeds of liquidation
to the WFOE. The exclusive option agreement remains in effect
until the equity interest that is the subject of such agreement
is transferred to the WFOE. The parties to the exclusive option
agreement are QU Ting Ting as the variable interest entity equity
holder, Sing Kong-China and the WFOE.
Power of Attorney. to the
power of attorney, the variable interest entity equity holder, QU
Ting Ting, irrevocably authorizes the WFOE, or any person
designated by the WFOE, to exercise her rights as an equity
holder of the variable interest entity, including the right to
attend and vote at equity holders’ meetings and to appoint
directors, supervisors, the chief executive officer and other
senior management members.
Equity interest pledge agreement. to
the equity interest pledge agreement, the variable interest
entity equity holder has pledged all of her interests in the
equity of the variable interest entity as a continuing first
priority security interest in favor of the WFOE to secure the
performance of obligations by the variable interest entity and/or
its equity holder under the other structure contracts. The WFOE
is entitled to be paid in priority with the equity interest of
the variable interest entity equity holder based on the monetary
valuation that such equity interest is converted into or from the
proceeds from the auction or sale of the equity interest in the
event of any breach or default under the other structure
contracts. In addition, during the term of the pledge, the WFOE
is entitled to receive dividends distributed on the equity
interest. The equity interest pledge agreement remains in force
for the duration of the other structure contracts. The parties to
the equity pledge agreement are QU Ting Ting as the variable
interest entity equity holder, the variable interest entity and
the WFOE. The equity interest pledge relating to our variable
interest entity will be registered with the appropriate office of
the Administration for Industry and Commerce inChina.
Contracts that Enable Us to Receive Substantially All of
the Economic Benefits from the Variable Interest Entity
Exclusive business cooperation
agreement. The variable interest entity
has entered into an exclusive technical services agreement with
the wholly-foreign owned entity to which the wholly-foreign owned
entity provides exclusive technical services to the variable
interest entity. In exchange, the variable interest entity pays a
service fee to the wholly-foreign owned entity which typically
amounts to what would be substantially all of the variable
interest entity’s pre-tax profit (absent the service fee),
resulting in a transfer of substantially all of the profits from
the variable interest entity to the wholly-foreign owned entity.
The exclusive option agreement and the equity interest pledge
agreement described above also entitle the WFOE to all dividends
and other distributions declared by the variable interest entity.
RISK FACTORS
Before investing in our common stock you should carefully
consider the following risk factors, the other information
included herein and the information included in our other reports
and filings. Our business, financial condition and the trading
price of our common stock could be adversely affected by these
and other risks.
Risks Related to Our Business
Our limited operating history makes it difficult to
evaluate our future prospects and results of
operations.
The Company is in the process of developing its business and has
a limited operating history. You should consider our future
prospects in light of the risks and uncertainties experienced by
early stage companies. Some of these risks and uncertainties
relate to our ability to:
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offer products of sufficient quality to attract and retain a larger customer base; |
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attract additional customers and increase spending per customer; |
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increase awareness of our products and continue to develop customer loyalty; |
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| respond to competitive market conditions; | ||
| respond to changes in our regulatory environment; | ||
| maintain effective control of our costs and expenses; | ||
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raise sufficient capital to sustain and expand our business; and |
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| attract, retain and motivate qualified personnel. |
If we are unsuccessful in addressing any of these risks and
uncertainties, our business may be materially and adversely
affected.
Our business is sensitive to general economic
conditions.
Our business may be negatively affected by a downturn in general
economic conditions in major importing countries and regions and
rising labor and material costs in China.
Negative perception or publicity of Chinese products
may hurt our business.
Any negative perception or publicity of Chinese products may
cause a decline in demand for Chinese products outside of China
and in turn negatively affect our sales and revenue.
We envision a period of rapid growth that may impose
a significant burden on our administrative and operational
resources which, if not effectively managed, could impair our
growth.
Based upon managements experience with other supply chain
management companies and our experience during the six month
period ended October 31, 2016, we envision a period of rapid
growth that may impose a significant burden on our administrative
and operational resources. The growth of our business will
require significant investments of capital and managements close
attention. Our ability to effectively manage our growth will
require us to substantially expand the capabilities of our
administrative and operational resources and to attract, train,
manage and retain qualified management, IT, sales and marketing
and other personnel; We may be unable to do so. In addition, our
failure to successfully manage our growth could result in our
sales not increasing commensurately with capital investments. If
we are unable to successfully manage our growth, we may be unable
to achieve our goals.
We may not be able to raise the additional capital
necessary to execute our business strategy, which could result in
the curtailment of our operations.
We will need to raise additional funds to fully fund our existing
operations and for development and expansion of our business. We
have no current arrangements with respect to sources of
additional financing and the needed additional financing may not
be available on commercially reasonable terms, on a timely basis
or at all. The inability to obtain additional financing when
needed would have a negative effect on us, including possibly
requiring us to curtail our operations. If any future financing
involves the sale of equity securities, the shares of common
stock held by our stockholders could be substantially diluted. If
we borrow money or issue debt securities, the Company will be
subject to the risks associated with indebtedness, including the
risk that interest rates may fluctuate and the possibility that
it may not be able to pay principal and interest on the
indebtedness when due. Insufficient funds will prevent us from
implementing our business plan and will require us to delay,
scale back or eliminate certain of our operations.
We will be required to hire and retain skilled
managerial personnel, IT and sales and marketing
personnel.
Our continued success depends in large part on our ability to
attract, train, motivate and retain qualified management, IT,
sales and marketing personnel. Any failure to attract and retain
the required managerial and technical personnel that are integral
to our business may have a negative impact on the operation of
Sing Kong, which would have a negative impact on revenues. There
can be no assurance that we will be able to attract and retain
skilled persons and the loss of skilled technical personnel would
adversely affect us.
We are dependent upon our officers and management for
direction and the loss of any of these persons could adversely
affect our operations and results.
We are dependent upon our officers for implementation of our
proposed strategy and execution of our business plan. The loss of
any of our officers could have a material adverse effect upon our
results of operations and financial position. We do not maintain
key person life insurance for any of our officers. The loss of
any of our officers could delay or prevent the achievement of our
business objectives.
We may be sued or become a party to litigation, which
could require significant management time and attention and
result in significant legal expenses and may result in an
unfavorable outcome, which could have a material adverse effect
on our business, financial condition,
results of operations and cash flows.
We may be subject to a number of lawsuits from time to time
arising in the ordinary course of our business. The expense of
defending ourselves against such litigation may be significant.
The amount of time to resolve these lawsuits is unpredictable and
defending ourselves may divert managements attention from the
day-to-day operations of our business, which could adversely
affect our business, results of operations and cash flows. In
addition, an unfavorable outcome in such litigation could have a
material adverse effect on our business, results of operations
and cash flows.
We have identified material weaknesses in our
internal control over financial reporting. If we fail to maintain
an effective system of internal control over financial reporting,
we may not be able to accurately report our financial results or
prevent fraud. As a result, stockholders could lose confidence in
our financial and other public reporting, which would harm our
business and the trading price of our common stock.
Effective internal control over financial reporting is necessary
for us to provide reliable financial reports and, together with
adequate disclosure controls and procedures, are designed to
prevent fraud. Any failure to implement required new or improved
controls, or difficulties encountered in their implementation,
could cause us to fail to meet our reporting obligations.
Ineffective internal control could also cause investors to lose
confidence in our reported financial information, which could
have a negative effect on the trading price of our common stock.
We have identified material weaknesses in our internal control
over financial reporting in Starlight, Sing Kong-HK and Sing
Kong-China. As defined in Regulation12b-2 under the Exchange Act,
a material weakness is a deficiency, or combination of
deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material
misstatement of our annual or interim consolidated financial
statements will not be prevented, or detected on a timely basis.
Specifically, we determined that we had the following material
weaknesses in our internal control over financial reporting: (i)
we have limited controls over information processing; (ii) we
haveinadequate segregation of duties; (iii)we do not have a
formal audit committee with a financial expert; and (iv) we do
not have sufficient formal written policies and procedures for
accounting and financial reporting with respect to the
requirements and application of both generally accepted
accounting principles in the United States of America, or GAAP,
and SEC guidelines.
Starlight has in the past and we intend in the future to utilize
a third party independent contractor for the preparation of our
financial statements in an effort to remediate the deficiency.
The implementation of this initiative will not fully address any
material weakness or other deficiencies that we may have in our
internal control over financial reporting. Although the financial
statements and footnotes are reviewed by our management, we do
not have a formal policy to review significant accounting
transactions and the accounting treatment of such transactions.
The third party independent contractor is not involved in the day
to day operations of the Company and may not be provided
information from management on a timely basis to allow for
adequate reporting/consideration of certain transactions.
Even if we develop effective internal controls over financial
reporting, such controls may become inadequate due to changes in
conditions, or the degree of compliance with such policies or
procedures may deteriorate, which could result in the discovery
of additional material weaknesses and deficiencies. In any event,
the process of determining whether our existing internal control
over financial reporting is compliant with Section404 of the
Sarbanes-Oxley Act (Section404) and sufficiently effective
requires the investment of substantial time and resources by our
senior management. As a result, this process may divert internal
resources and take a significant amount of time and effort to
complete. In addition, we cannot predict the outcome of this
process and whether we will need to implement remedial actions in
order to establish effective controls over financial reporting.
The determination of whether or not our internal controls are
sufficient and any remedial actions required could result in us
incurring additional costs that we did not anticipate, including
the hiring of additional outside consultants. We may also fail to
timely complete our evaluation, testing and any remediation
required to comply with Section404.
We are required, to Section404, to furnish a report by management
on, among other things, the effectiveness of our internal control
over financial reporting. However, for as long as we are a
smaller reporting company, our independent registered public
accounting firm will not be required to attest to the
effectiveness of our internal control over financial reporting to
Section404. While we could be a smaller reporting company for an
indefinite amount of time, and thus relieved of the
above-mentioned attestation requirement, an independent
assessment of the effectiveness of our internal control over
financial reporting could detect problems that our managements
assessment might not. Such undetected material weaknesses in our
internal control over financial reporting could lead to financial
statement restatements and require us to incur the expense of
remediation.
Our independent auditors have issued an audit opinion
for our company, which includes a statement describing our going
concern status. Our financial status creates a doubt whether we
will continue as a going concern.
Our auditors have issued a going concern opinion regarding our
company. This means there is substantial doubt we can continue as
an ongoing business for the next twelve months. The financial
statements do not include any adjustments that might result from
the uncertainty regarding our ability to continue in business. As
such we may have to cease operations and investors could lose
part or all of their investment in our company.
Risks Related to the Peoples Republic of China
Our Chinese operations subject us to certain risks
inherent in conducting business operations in China, including
political instability and foreign government regulation, which
could significantly impact our ability to operate in such
countries and impact our results of operations.
We conduct substantially all of our business in China.Our Chinese
operations are, and will be, subject to risks generally
associated with conducting businesses in foreign countries, such
as:
|
foreign laws and regulations that may be materially different from those of the United States; |
||
| changes in applicable laws and regulations; | ||
| challenges to, or failure of, title; | ||
| labor and political unrest; | ||
| foreign currency fluctuations; |
| changes in foreign economic and political conditions; | ||
| export and import restrictions; | ||
| tariffs, customs, duties and other trade barriers; | ||
| difficulties in staffing and managing foreign operations; | ||
| longer time periods in collecting revenues; | ||
|
difficulties in collecting accounts receivable and enforcing agreements; |
||
|
possible loss of properties due to nationalization or expropriation; and |
||
| limitations on repatriation of income or capital. |
Specifically, foreign governments may enact and enforce laws and
regulations requiring increased ownership by businesses and/or
state agencies, which could adversely affect our ownership
interests in then existing ventures. The Companys ownership
structure may not be adequate to accomplish its business
objectives in China. Foreign governments also may impose
additional taxes and/or royalties on our business, which would
adversely affect our profitability. In certain locations,
governments have imposed restrictions, controls and taxes, and in
others, political conditions have existed that may threaten the
safety of employees and our continued presence in those
countries. Internal unrest, acts of violence or strained
relations between a foreign government and Sing Kong or other
governments may adversely affect our operations. These
developments may, at times, significantly affect our results of
operations, and must be carefully considered by our management
when evaluating the level of current and future activity in such
countries.
Chinas economic policies could affect our
business.
Substantially all of our assets are located in China and
substantially all of our revenue is 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 Chinas economy has experienced significant growth in the
past twenty years, growth has been irregular, both 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 may also 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 transitioning 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 and 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 China’s economic growth
through the allocation of resources, controlling payment of
foreign currency-denominated obligations, setting monetary policy
and providing preferential treatment to particular industries or
companies.
Fluctuation of the RMB may affect our financial
condition by affecting the volume of cross-border money
flow.
The value of the RMB fluctuates and is subject to changes in the
PRCs political and economic conditions. Since July 2005, the
conversion of RMB into foreign currencies, including USD, has
been based on rates set by the Peoples Bank of China which are
set based upon the interbank foreign exchange market rates and
current exchange rates of a basket of currencies on the world
financial markets.
We may face obstacles from the communist system in
the PRC.
Foreign companies conducting operations in the PRC face
significant political, economic and legal risks. The Communist
regime in the PRC, including a stifling bureaucracy, may hinder
Western investment.
We may have difficulty establishing adequate
management, legal and financial controls in the
PRC.
The PRC historically has been deficient in Western >
Because our assets and operations are located in
China, you may have difficulty enforcing any civil liabilities
against us under the securities and other laws of the United
States or any state.
We are a holding company, and all of our assets are located in
the PRC. In addition, our directors and officers are
non-residents of the United States, and all or a substantial
portion of the assets of these non-residents are located outside
the United States. As a result, it may be difficult for investors
to effect service of process within the United States upon these
non-residents, or to enforce against them judgments obtained in
United States courts, including judgments based upon the civil
liability provisions of the securities laws of the United States
or any state.
There is uncertainty as to whether courts of the PRC would
enforce:
|
Judgments of United States courts obtained against us or these non-residents based on the civil liability provisions of the securities laws of the United States or any state; or |
|
In original actions brought in the PRC, liabilities against us or non-residents predicated upon the securities laws of the United States or any state. Enforcement of a foreign judgment in the PRC also may be limited or otherwise affected by applicable bankruptcy, insolvency, liquidation, arrangement, moratorium or similar laws relating to or affecting creditors’ rights generally and will be subject to a statutory limitation of time within which proceedings may be brought. |
The PRC legal system embodies uncertainties, which
could limit law enforcement availability.
The PRC legal system is a civil law system based on written
statutes. Unlike common law systems, decided legal cases have
little precedence. In 1979, the PRC government began to
promulgate a comprehensive system of laws and regulations
governing economic matters in general. The overall effect of
legislation over the past 27 years has significantly enhanced the
protections afforded to various forms of foreign investment in
China. Our PRC operating subsidiary and affiliate is subject to
PRC laws and regulations. However, these laws and regulations
change frequently and the interpretation and enforcement involve
uncertainties. For instance, we may have to resort to
administrative and court proceedings to enforce the legal
protection that we are entitled to by law or contract. However,
since PRC administrative and court authorities have significant
discretion in interpreting statutory and contractual terms, it
may be difficult to evaluate the outcome of administrative court
proceedings and the level of law enforcement that we would
receive in more developed legal systems. Such uncertainties,
including the inability to enforce our contracts, could affect
our business and operation. In addition, confidentiality
protections in China may not be as effective as in the United
States or other countries. Accordingly, we cannot predict the
effect of future developments in the PRC legal system,
particularly with regard to our business, including the
promulgation of new laws. This may include changes to existing
laws or the interpretation or enforcement thereof, or the
preemption of local regulations by national laws. These
uncertainties could limit the availability of law enforcement,
including our ability to enforce our agreements.
Risks Related to Starlights Stock
There can be no assurance that a liquid public market
for our common stock will exist.
Although Starlights shares of common stock are eligible for
quotation on the OTC Markets, no shares trade on a regular basis
and there may not be a significant market in such stock in the
future. There can be no assurance that a regular and established
market will be developed and maintained for our common stock, nor
can there be any assurance as to the strength or liquidity of any
market for our common stock or the prices at which holders may be
able to sell their shares.
It is likely that there will be significant
volatility in the trading price of our common
stock.
In the event that a public market for our common stock is created
or maintained in the future, market prices for the common stock
will be influenced by many factors and will be subject to
significant fluctuations in response to variations in operating
results of Sing Kong and other factors. Our stock price will also
be affected by the trading price of the stock of our competitors,
investor perceptions of Sing Kong, interest rates, general
economic conditions and those specific to our industry,
developments with regard to Sing Kongs operations and activities,
our future financial condition and changes in our management.
Risks relating to low priced stocks.
Although Starlights common stock currently is quoted and traded
on the OTC Markets, the price at which the stock will trade in
the future cannot currently be estimated. The trading price of
the common stock will most likely be below $5.00. If our common
stock trades below $5.00 per share, trading in the common stock
may be subject to the requirements of certain rules promulgated
under the Exchange Act, which require additional disclosure by
broker-dealers in connection with any trades involving a stock
defined as a penny stock (generally, any non-Nasdaq equity
security that has a market price share of less than $5.00 per
share, subject to certain exceptions) and a two business day
cooling off period before broker-dealers can effect transactions
in penny stocks. For these types of transactions, the
broker-dealer must make a special suitability determination for
the purchaser and have received the purchasers written consent to
the transaction prior to the sale. The broker-dealer also must
disclose the commissions payable to the broker-dealer, current
bid and offer quotations for the penny stock and, if the
broker-dealer is the sole market-maker, the broker-dealer must
disclose this fact and the broker-dealers presumed control over
the market. These, and the other burdens imposed upon
broker-dealers by the penny stock requirements, could discourage
broker-dealers from effecting transactions in our common stock
which could severely limit the market liquidity of our common
stock and the ability of holders of our common stock to sell it.
We do not intend to pay dividends.
We have not paid any cash dividends on any of our securities
since inception and we do not anticipate paying any cash
dividends on any of our securities in the foreseeable future.
Future sales of our securities, or the perception in
the markets that these sales may occur, could depress our stock
price.
Following the consummation of the Transaction, we will have
issued and outstanding approximately 6,606,065,482 shares of
common stock. Of this amount only 7,850,000 shares are
unrestricted; the balance of 6,588,215,482 will be eligible for
public sale only if registered under the Securities Act or if the
stockholder qualifies for an exemption from registration under
Rule 144 or Rule 701 under the Securities Act, or other
applicable exemption. The market price of our capital stock could
drop significantly if the holders of these restricted shares sell
them or are perceived by the market as intending to sell them.
These factors also could make it more difficult for us to raise
capital or make acquisitions through the issuance of additional
shares of our common stock or other equity securities.
The ability of the Board of Directors of Starlight to
issue blank check preferred stock and any anti-takeover
provisions we adopt may depress the value of our common
stock.
The authorized capital of Starlight includes 20,000,000 shares of
blank check preferred stock.The Starlight Board has the power to
issue any or all of the authorized but unissued shares of its
preferred stock, including the authority to establish one or more
series and to fix the powers, preferences, rights and limitations
of such class or series, without seeking stockholder
approval.They may, in the future, adopt anti-takeover
measures.The authority of the Starlight Board of Directors to
issue blank check preferred stock and any future anti-takeover
measures it may adopt may, in certain circumstances, delay, deter
or prevent takeover attempts and other changes in control of
Starlight not approved by its Board of Directors.As a result,
Starlight stockholders may lose opportunities to dispose of their
shares at favorable prices generally available in takeover
attempts or that may be available under a merger proposal and the
market price of the common stock and the voting and other rights
of its stockholders may also be affected.
Risks Related to Our Structure
If the PRC government deems that the contractual
arrangements in relation to our variable interest entity do not
comply with PRC governmental restrictions on foreign investment,
or if these regulations or the interpretation of existing
regulations changes in the future, we could be subject to
penalties or be forced to relinquish our interests in those
operations.
In order to simplify the acquisition of Sing Kong, we adopted a
structure whereby we will provide our services through a PRC
incorporated variable interest entity. The variable interest
entity is owned by QU Ting Ting, the Chief Executive Officer of
the variable interest entity. The contractual arrangements give
us effective control over the variable interest entity and enable
us to obtain substantially all of the economic benefits arising
from the variable interest entity as well as consolidate the
financial results of the variable interest entity in our results
of operations. Although the structure we have adopted is
consistent with longstanding industry practice and is commonly
adopted by comparable companies in China, the PRC government may
not agree that these arrangements comply with PRC licensing,
registration or other regulatory requirements, with existing
policies or with requirements or policies that may be adopted in
the future. In addition, the contractual arrangements between our
wholly-foreign owned entity, our variable interest entity and our
variable interest entity equity holder governed by PRC law may be
held not to be valid, binding and enforceable in accordance with
their terms and applicable PRC laws and regulations.
It is uncertain whether any new PRC laws, rules or regulations
relating to variable interest entity structures will be adopted
or if adopted, what they would provide. If we or our variable
interest entity is found to be in violation of any existing or
future PRC laws, rules or regulations, or fails to obtain or
maintain any of the required permits or approvals, the relevant
PRC regulatory authorities would have broad discretion to take
action in dealing with such violations or failures, including
revoking the business and operating license of our PRC subsidiary
or the variable interest entity, requiring us to discontinue or
restrict our operations, restricting our right to collect
revenue, requiring us to restructure our operations or taking
other regulatory or enforcement actions against us. The
imposition of any of these measures could result in a material
adverse effect on our ability to conduct all or any portion of
our business operations. In addition, it is unclear what impact
the PRC government actions would have on us and on our ability to
consolidate the financial results of our variable interest entity
in our consolidated financial statements, if the PRC government
authorities were to find our legal structure and contractual
arrangements to be in violation of PRC laws, rules and
regulations. If the imposition of any of these government actions
causes us to lose our right to direct the activities of our
variable interest entity or otherwise separate from that entity
and if we are not able to restructure our ownership structure and
operations in a satisfactory manner, we would no longer be able
to consolidate the financial results of our variable interest
entity in our consolidated financial statements. Any of these
events would have a material adverse effect on our business,
financial condition and results of operations.
Our contractual arrangements may not be as effective
in providing control over the variable interest entity as direct
ownership.
We rely on contractual arrangements with our variable interest
entity to operate our business. For a description of these
contractual arrangements, see Contractual Arrangements Among Our
Wholly-Foreign Owned Entity, Variable Interest Entity and the
Variable Interest Entity Equity Holder. These contractual
arrangements may not be as effective as direct ownership in
providing us with control over our variable interest entity.
If we had direct ownership of the variable interest entity, we
would be able to exercise our rights as an equity holder directly
to effect changes in the board of directors of that entity, which
could effect changes at the management and operational level.
Under our contractual arrangements, we may not be able to
directly change the members of the board of directors of that
entity and would have to rely on the variable interest entity and
the variable interest entity equity holder to perform their
obligations in order to exercise our control over the variable
interest entity. The variable interest entity equity holder may
have conflicts of interest with us or our shareholders, and she
may not act in the best interests of our company or may not
perform her obligations under these contracts. For example, our
variable interest entity and its equity holder could breach their
contractual arrangements with us by, among other things, failing
to conduct operations in an acceptable manner or taking other
actions that are detrimental to our interests. to the exclusive
option agreement, we may replace the equity holder of the
variable interest entity at any time to the contractual
arrangements. However, if the equity holder is uncooperative and
any dispute relating to the contract or the replacement of the
equity holder remains unresolved, we will have to enforce our
rights under the contractual arrangement through the operations
of PRC law and arbitral agencies, which may be costly and
time-consuming and will be subject to uncertainties in the PRC
legal system. Any failure by our variable interest entity or its
equity holder to perform their obligations under the contractual
arrangements would have a material adverse effect on our
business, financial condition and results of operations.
Consequently, the contractual arrangements may not be as
effective in ensuring our control over our business operations as
direct ownership.
Any failure by our variable interest entity or its
equity holder to perform their obligations under the contractual
arrangements would have a material adverse effect on our
business, financial condition and results of
operations.
If our variable interest entity or its equity holder fails to
perform their respective obligations under the contractual
arrangement, we may have to incur substantial costs and expend
additional resources to enforce such arrangements. Although we
have entered into an option agreement in relation to our variable
interest entity, which provides that we may exercise an option to
acquire, or nominate a person to acquire, ownership of the equity
in that entity to the extent permitted by applicable PRC laws,
rules and regulations, the exercise of this option is subject to
the review and approval of the relevant PRC governmental
authorities. We have also entered into an equity interest pledge
agreement with respect to our variable interest entity to secure
certain obligations of such variable interest entity or its
equity holder to us under the contractual arrangements. However,
the enforcement of such agreements through arbitral or judicial
agencies may be costly and time-consuming and will be subject to
uncertainties in the PRC legal system.
In addition, although the terms of the contractual arrangements
provide that they will be binding on the successors of the
variable interest entity equity holder, as those successors are
not a party to the agreements, it is uncertain whether the
successors in case of the death, bankruptcy or divorce of the
variable interest entity equity holder will be subject to or will
be willing to honor the obligations of such variable interest
entity equity holder under the contractual arrangements. If the
variable interest entity or its equity holder (or its successor),
as applicable, fails to transfer the shares of the variable
interest entity according to the option agreement or equity
interest pledge agreement, we would need to enforce our rights
under the option agreement or equity pledge agreement, which may
be costly and time-consuming and may not be successful.
The contractual arrangements are governed by PRC law and provide
for the resolution of disputes through arbitration in China.
Accordingly, these contracts would be interpreted in accordance
with PRC law and any disputes would be resolved in accordance
with PRC legal procedures. The legal system in the PRC is not as
developed as in some other jurisdictions, such as the United
States. Moreover, there are very few precedents and little formal
guidance as to how contractual arrangements in the context of a
variable interest entity should be interpreted or enforced under
PRC law, and as a result it may be difficult to predict how an
arbitration panel would view such contractual arrangements. As a
result, uncertainties in the PRC legal system could limit our
ability to enforce the contractual arrangements. Under PRC law,
if the losing parties fail to carry out the arbitration awards
within a prescribed time limit, the prevailing parties may only
enforce the arbitration awards in PRC courts, which would require
additional expense and delay. In the event we are unable to
enforce the contractual arrangements, we may not be able to exert
effective control over the variable interest entity, and our
ability to conduct our business, as well as our financial
condition and results of operations, may be materially and
adversely affected.
We may lose the ability to use, or otherwise benefit
from, the licenses, approvals and assets held by our variable
interest entity, which could severely disrupt our business,
render us unable to conduct some or all of our business
operations and constrain our growth.
Although the significant majority of our revenues will be
generated, and the significant majority of our operational assets
will be held, by our wholly-foreign owned entity, which is our
subsidiary, our variable interest entity holds licenses and
approvals and assets that are necessary for our business
operations. The contractual arrangements contain terms that
specifically obligate the variable interest entity equity holder
to ensure the valid existence of the variable interest entity and
restrict the disposal of material assets of the variable interest
entity. However, in the event the variable interest entity equity
holder breaches the terms of these contractual arrangements and
voluntarily liquidates our variable interest entity, or our
variable interest entity declares bankruptcy and all or part of
its assets become subject to liens or rights of third-party
creditors, or are otherwise disposed of without our consent, we
may be unable to conduct some or all of our business operations
or otherwise benefit from the assets held by the variable
interest entity, which could have a material adverse effect on
our business, financial condition and results of operations.
Furthermore, if our variable interest entity undergoes a
voluntary or involuntary liquidation proceeding, its equity
holder or unrelated third-party creditors may claim rights to
some or all of the assets of such variable interest entity,
thereby hindering our ability to operate our business as well as
constrain our growth.
The equity holder, directors and executive officers
of the variable interest entity may have potential conflicts of
interest with our company.
PRC laws provide that a director and an executive officer owe a
fiduciary duty to the company he or she directs or manages. The
directors and executive officers of the variable interest entity
must act in good faith and in the best interests of the variable
interest entity and must not use their respective positions for
personal gain. We cannot assure you that Ms. Qu will always act
in the best interests of our company should any conflicts of
interest arise, or that any conflicts of interest will always be
resolved in our favor. We also cannot assure you that Ms. Qu will
ensure that the variable interest entity will not breach the
existing contractual arrangements. If we cannot resolve any such
conflicts of interest or any related disputes, we would have to
rely on legal proceedings to resolve these disputes and/or take
enforcement action under the contractual arrangements. There is
substantial uncertainty as to the outcome of any such legal
proceedings. See Any failure by our variable interest entity or
its equity holder to perform its obligations under the
contractual arrangements would have a material and adverse effect
on our business, financial condition and results of operations.
The contractual arrangements with our variable
interest entity may be subject to scrutiny by the PRC tax
authorities. Any adjustment of related party transaction pricing
could lead to additional taxes, and therefore substantially
reduce our consolidated net income.
The tax regime in China is rapidly evolving and there is
significant uncertainty for taxpayers in China as PRC tax laws
may be interpreted in significantly different ways. The PRC tax
authorities may assert that we or our subsidiary or the variable
interest entity or its equity holder owe and/or are required to
pay additional taxes on previous or future revenue or income. In
particular, under applicable PRC laws, rules and regulations,
arrangements and transactions among related parties, such as the
contractual arrangements with our variable interest entity, may
be subject to audit or challenge by the PRC tax authorities. If
the PRC tax authorities determine that any contractual
arrangements were not entered into on an arms length basis and
therefore constitute a favorable transfer pricing, the PRC tax
liabilities of the subsidiary and/or variable interest entity
and/or variable interest entity equity holder could be increased,
which could increase our overall tax liabilities. In addition,
the PRC tax authorities may impose late payment interest. Our net
income may be materially reduced if our tax liabilities increase.
Changes to PRC tax laws may subject us to greater
taxes.
We base our tax position upon the anticipated nature and conduct
of our business and upon our understanding of the tax laws of the
various administrative regions and countries in which we have
assets or conduct activities. However, our tax position is
subject to review and possible challenge by taxing authorities
and to possible changes in law, which may have retroactive
effect. We cannot determine in advance the extent to which some
jurisdictions may require us to pay taxes or make payments in
lieu of taxes.
SELECTED CONSOLIDATED FINANCIAL DATA
You should read the summary consolidated financial data set forth
below in conjunction with Managements Discussion and Analysis of
Financial Condition or Plan of Operations. The financial data of
Sing Kong-China for the period from October 29, 2015 (inception)
through April 30, 2016 and as of April 30, 2016, and the
financial data for the six months ended October 31, 2016 and as
of October 31, 2016, are derived from the audited consolidated
financial statements and the unaudited consolidated financial
statements, respectively, appearing in Exhibit 99.1 hereto. The
historical results are not necessarily indicative of the results
to be expected for any future period.
SING KONG-HK
Consolidated Income Statement Data:
|
For the period from April 29, 2016 (inception) to April 30, 2016 |
For the sixmonths ended October 31, 2016 | |||||||
| Revenue | $ | – | $ | – | ||||
| Cost of revenue | – | – | ||||||
| Gross profit | – | – | ||||||
| General and administrative expenses | 4,332 | |||||||
| Loss from operations | (593 | ) | (4,332 | ) | ||||
| Other expenses: | ||||||||
| Bank charges | – | (14 | ) | |||||
| Loss before provision for income taxes | (593 | ) | (4,346 | ) | ||||
| Provision for income taxes | – | – | ||||||
| Net loss | (593 | ) | (4,346 | ) | ||||
| Foreign currency translation adjustment | – | |||||||
| Comprehensive loss | (593 | ) | (4,272 | ) |
Consolidated Balance Sheet Data:
| As at April30, 2016 | As at October31, 2016 | |||||||
| Cash and cash equivalents | $ | – | $ | – | ||||
| Working capital | (593 | ) | (4,865 | ) | ||||
| Total assets | – | – | ||||||
| Total liabilities | 4,865 | |||||||
| Total shareholders equity | (593 | ) | (4,865 | ) |
SING KONG-CHINA
Consolidated Income Statement Data:
|
For the period from October 29, 2015 (inception) to April 30, 2016 |
For the sixmonths ended October 31, 2016 | |||||||
| Revenue | $ | 14,791,123 | $ | 23,195,106 | ||||
| Cost of revenue | 14,771,500 | 23,159,551 | ||||||
| Gross profit | 19,623 | 35,555 | ||||||
| General and administrative expenses | 77,603 | 131,028 | ||||||
| Loss from operations | (57,980 | ) | (95,473 | ) | ||||
| Other expenses: | ||||||||
| Bank charges | (139 | ) | (202 | ) | ||||
| Interest expense | – | (9 | ) | |||||
| Other expenses | (166 | ) | – | |||||
| Other income | – | |||||||
| Total other expenses | (305 | ) | (203 | ) | ||||
| Loss before provision for income taxes | (58,285 | ) | (95,676 | ) | ||||
| Provision for income taxes | – | – | ||||||
| Net loss | (58,285 | ) | (95,676 | ) | ||||
| Foreign currency translation adjustment | (85 | ) | (1,782 | ) | ||||
| Comprehensive loss | (58,370 | ) | (97,458 | ) |
Consolidated Balance Sheet Data:
| As at April30, 2016 | As at October31, 2016 | |||||||
| Cash and cash equivalents | $ | 14,481 | $ | 6,442 | ||||
| Working capital | (60,772 | ) | (161,608 | ) | ||||
| Total assets | 130,350 | 4,939,144 | ||||||
| Total liabilities | 188,720 | 5,094,887 | ||||||
| Total shareholders equity | (58,370 | ) | (155,743 | ) |
MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS
The following discussion and analysis of the results of
operations and financial condition of Sing Kong for the period
from October 29, 2015 (inception) through April 30, 2016 and as
of April 30, 2016, and for the six months ended October 31, 2016
and as at October 31, 2016, should be read in conjunction with
Selected Consolidated Financial Data and Sing Kongs financial
statements and the notes to those financial statements that are
included elsewhere in this Form 8-K Current Report. Our
discussion includes forward-looking statements based upon current
expectations that involve risks and uncertainties, such as our
plans, objectives, expectations and intentions. Actual results
and the timing of events could differ materially from those
anticipated in these forward-looking statements as a result of a
number of factors, including those set forth under the Risk
Factors, Cautionary Notice Regarding Forward-Looking Statements
and Business sections in this Form 8-K Current Report. We use
words such as anticipate, estimate, plan, project, continuing,
ongoing, expect, believe, intend, may, will, should, could and
similar expressions to identify forward-looking statements.
OVERVIEW
Starlight was originally incorporated in Texas as Live Fit Corp.
on December 13, 2013. In May 2016, the Company changed its name
to Starlight Supply Chain Management Company. Immediately prior
to the Transaction, Starlight was a shell company (as such term
is defined in Rule 12b-2 under the Exchange Act) with nominal
assets and no business operations.
On October 4, 2016, we entered into a definitive Share Exchange
Agreement with Sing Kong-HK, whereby we would acquire all of the
outstanding common stock of Sing Kong-HK in exchange for the
issuance of shares of our common stock to the Sing Kong
Stockholders. On November 18, 2016 (the Closing Date), Sing
Kong-HK became our wholly-owned subsidiary and the Sing Kong
Stockholders became the owners of approximately 71.9% of our
voting stock. The acquisition of Sing Kong-HK by us will be
accounted for as a reverse merger because on a post-merger basis,
the former shareholders of Sing Kong-HK held a majority of our
outstanding common stock on a voting and fully-diluted basis. As
a result, Sing Kong-HK is deemed to be the acquirer for
accounting purposes.
Sing Kong-China was incorporated in Shenzhen under the laws of
the PRC on October 29, 2015. Sing Kong-HK does not conduct any
substantive operations of its own and conducts its primary
business operations through Sing Kong-China. Sing Kong-China is
engaged in supply chain management in the PRC.
For purposes of the following discussion and analysis, references
to we, our and us refers to Sing Kong.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
We prepare our financial statements in conformity with U.S. GAAP,
which requires management to make certain estimates and apply
judgments. We base our estimates and judgments on historical
experience, current trends and other factors that management
believes to be important at the time the financial statements are
prepared. On a regular basis, we review our accounting policies
and how they are applied and disclosed in our condensed financial
statements.
While we believe that the historical experience, current trends
and other factors considered support the preparation of our
condensed financial statements in conformity with U.S. GAAP,
actual results could differ from our estimates and such
differences could be material.
RESULTS OF OPERATIONS
SING KONG-HK
The following discussion should be read in conjunction with
Selected Consolidated Financial Data Sing Kong-HK, above.
For the Period from April 29, 2016 (Inception) to
April 30, 2016
Operating Expenses
The following table sets forth the main components of Sing
Kong-HKs operating expenses for the period from April 29, 2016
(inception) to April 30, 2016.
|
For the period from April29, 2016 (inception) to April 30, 2016 |
||||||||
| Amount($) | % of Total | |||||||
| General and administrative expense: | ||||||||
| Company set up fee | % | |||||||
| Company secretary fee | % | |||||||
| Total general and administrative expense | $ | % |
Net Loss
We had a net loss of $593 for the period from April 29, 2016
(inception) to April 30, 2016. The loss was attributable to Sing
Kong-HKs set up fee and company secretary fee.
For the Six Months Ended October 31,
2016
Operating Expenses
The following table sets forth the main components of Sing
Kong-HKs operating expenses for the six months ended October 31,
2016.
| Forthesixmonthsended October31, 2016 | ||||||||
| Amount($) | % of Total | |||||||
| General and administrative expense: | ||||||||
| Company set up fee | 2,703 | % | ||||||
| Company chop fee | % | |||||||
| Notary fee | 1,502 | % | ||||||
| Total general and administrative expense | $ | 4,332 | % |
Net Loss
We had a net loss of $4,346 for the six months ended October 31,
2016. The loss was mainly attributable to Sing Kong-HKs set up
fee.
Liquidity and Capital Resources
Sources of Liquidity
During the period from April 29, 2016 (inception) to April 30,
2016, no net cash was provided by operating activities, investing
activities and financing activities. The resulting change in cash
for the period was $nil. Sing Kong-HK was incorporated on April
29, 2016. The cash balance on April 30, 2016 was $0.
During the six months ended October 31, 2016, net cash used in
operating activities totaled $74; no net cash was used by
investing activities and financing activities during the period.
The resulting change in cash for the period was $nil. The cash
balance on October 31, 2016 was $0.
As of April 30, 2016, Sing Kong-HK had $593 in total liabilities,
which was comprised of $593 in amounts due to shareholder.
As of October 31, 2016, Sing Kong-HK had $4,865 in total
liabilities, which was comprised of $4,865 in amounts due to
shareholder.
Sing Kong-HK had revenues of $0 and incurred a net loss of $593
for the fiscal year ended April 30, 2016. In addition, Sing
Kong-HK had a working deficit of $593 and stockholders’ deficit
of $593 at April 30, 2016.
Sing Kong-HK had revenues of $0 and incurred a net loss of $4,346
for the six months ended October 31, 2016. In addition, Sing
Kong-HK had a working deficit of $4,865 and stockholders’
deficit of $4,865 at October 31, 2016.
Off-Balance Sheet Arrangements
Sing Kong-HK does not have any off-balance sheet arrangements
that have or are reasonably likely to have a current or future
effect on Sing Kong-HKs financial condition, changes in financial
condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is
material to investors.
Contractual Obligations
As a smaller reporting company as defined by Item 10 of
Regulation S-K, Sing Kong-HK is not required to provide this
information.
SING KONG-CHINA
The following discussion should be read in conjunction with the
consolidated financial statements of Sing Kong Supply Chain
Management Co., Ltd. Shenzhen attached hereto as Exhibit 99.1.
For the Period from October 29, 2015 (Inception) to
April 30, 2016.
Revenue
We generated $14,791,123 in revenue for the period from October
29, 2015 (inception) to April 30, 2016. The revenue was
contributed by the trading of metals purchased.
Cost of revenue
Cost of revenue was $14,771,500 for the period from October 29,
2015 (inception) to April 30, 2016. The cost of revenue was
contributed by the purchase of metals held for trading.
Operating Expenses
The following table sets forth the main components of the
Companys operating expenses for the period from October 29,2015
(inception) to April30,2016.
|
For the period from October 29, 2015 (inception) to April 30, 2016 |
||||||||
| Amount($) | % of Total | |||||||
| General and administrative expense: | ||||||||
| Salary and welfare | 55,321 | % | ||||||
| Traveling and accommodation fee | 8,623 | % | ||||||
| Rental expense | 6,951 | % | ||||||
| Office expenses | 6,068 | % | ||||||
| Other | % | |||||||
| Total general and administrative expense | $ | 77,603 | 100.0 | % |
Net Loss
We had a net loss of $58,285 for the period from October 29, 2015
(inception) to April 30, 2016. The loss was mainly contributed by
the salary and welfare paid to the employees.
For the Six Months Ended October 31,
2016.
Revenue
We generated $23,195,106 in revenue for the six months ended
October 31, 2016. The revenue was contributed by the trading of
metals purchased.
Cost of revenue
Cost of revenue was $23,159,551 for the six months ended October
31, 2016. The cost of revenue was contributed by the purchase of
metals held for trading.
Operating Expenses
The following table sets forth the main components of the
Companys operating expenses for the six months ended October 31,
2016.
| For the six months ended October 31, 2016 | ||||||||
| Amount($) | % of Total | |||||||
| General and administrative expense: | ||||||||
| Salary and welfare | 71,095 | % | ||||||
| Traveling and accommodation fee | 23,517 | % | ||||||
| Rental expense | 16,193 | % | ||||||
| Office expenses | 15,385 | % | ||||||
| Others | 4,838 | % | ||||||
| Total general and administrative expense | $ | 131,028 | 100.0 | % |
Net Loss
We had a net loss of $95,676 for the six months ended October 31,
2016. The loss was mainly contributed by the salary and welfare
paid to the employees.
Liquidity and Capital Resources
Sources of Liquidity
During the period from October 29, 2015 (inception) to April 30,
2016, net cash provided by operating activities totaled $17,044.
Net cash used by investing activities totaled $2,478. No cash was
generated from financing activities during the period. The
resulting change in cash for the period was an increase of
$14,481. The Company was incorporated on October 29, 2015. The
cash balance on April 30, 2016 was $14,481.
During the six months ended October 31, 2016, net cash used by
operating activities totaled $2,349. Net cash used by investing
activities totaled $4,132. No cash was generated from financing
activities during the period. The resulting change in cash for
the period was a decrease of $8,059. The cash balance on October
31, 2016 was $6,422.
As of April 30, 2016, the Company had $188,720 in total
liabilities, which comprised of $103,926 in receipt in advance,
$6,152 in other payables, $65,672 in amounts due to shareholder,
$9,972 in wages payable and $2,998 in tax payables.
As of October 31, 2016, the Company had $5,094,887 in total
liabilities, which comprised of $517 in accounts payables,
$4,920,079 in receipt in advance, $4,326 in other payables,
$159,342 in amounts due to shareholder, $10,599 in wages payable
and $24 in tax payables.
The Company had revenues of $14,791,123 and incurred a net loss
of $58,285 for the fiscal year ended April 30, 2016. In addition,
the Company had a working deficit of $60,772 and stockholders’
deficit of $58,370 at April 30, 2016.
The Company had revenues of $23,195,106 and incurred a net loss
of $95,676 for the six months ended October 31, 2016. In
addition, the Company had a working deficit of $161,608 and
stockholders’ deficit of $155,743 at October 31, 2016.
Management does not believe that cash and cash generated from
operations will satisfy the Companys anticipated short-term and
long-term working capital needs. See Risk FactorsRisks Related to
Our Business–We may not be able to raise the additional capital
necessary to execute our business strategy, which could result in
the curtailment of our operations.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that
have or are reasonably likely to have a current or future effect
on the Companys financial condition, changes in financial
condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is
material to investors.
Going Concern Consideration
The Company has not commenced planned principal operations. The
Company incurred a net loss of $95,676 for the six months ended
October 31, 2016. In addition, the Company had a working deficit
of $161,608 and accumulated deficit of $155,743 at October 31,
2016. These factors raise substantial doubt about the Company’s
ability to continue as a going concern. The financial statements
do not include any adjustments that might be necessary if we are
unable to continue as a going concern.
Contractual Obligations
As a smaller reporting company as defined by Item 10 of
Regulation S-K, the Company is not required to provide this
information.
Related Party Transactions
For a description of our related party transactions see the
section of this Current Report entitled Certain Relationships and
Related Transactions.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth the number of shares of Starlight
common stock beneficially owned as of October 25, 2016 by (i)
those persons or groups known to beneficially own more than 5% of
our common stock immediately prior to the Transaction; (ii) those
persons or groups known to beneficially own more than 5% of our
common stock immediately after the Transaction; (iii) each
executive officer and director immediately prior to and
immediately following the close of the Transaction; and (iv) all
directors and executive officers immediately prior to and
immediately following the Transaction, as a group. The
information is determined in accordance with Rule 13d-3
promulgated under the Exchange Act. Under those rules, beneficial
ownership includes any shares as to which the individual has sole
or shared voting power or investment power and also any shares
which the individual has the right to acquire within 60 days of
the date hereof, through the exercise or conversion of any stock
option, convertible security, warrant or other right. Including
those shares in the tables does not, however, constitute an
admission that the named stockholder is a direct or indirect
beneficial owner of those shares.
Except as indicated below, the stockholders listed possess sole
voting and investment power with respect to their shares.
|
Before the Transaction |
After the Transaction |
|||||||||||||||
| Name of Beneficial Owner | Number of Shares Beneficially Owned |
Percent of Class(1) |
Number of Shares Beneficially Owned |
Percent of Class(2) |
||||||||||||
| CHAN Wai Lun (Alan)(3),(6) | 12,500,000 | 60.39 | % | 1,845,648,178 | 27.94 | % | ||||||||||
| WU Yun Fai (Ric) (6) | — | 2,245,711,260 | 33.99 | % | ||||||||||||
| QU Ting Ting (Jessica)(4),(6) | — | 1,846,898,336 | 28.00 | % | ||||||||||||
| FUNG Tsz Yeung(5),(7) | — | 329,803,854 | 5.00 | % | ||||||||||||
| CHEUNG Chun-Man (Anthony) (8) | — | 329,803,854 | 5.00 | % | ||||||||||||
| All executive officers and directors (1 person) | 12,500,000 | 60.39 | % | 1,845,648,178 | 27.94 | % |
| (1) | Based on 20,700,000 shares outstanding. |
| (2) | Based on 6,606,065,482 shares outstanding. |
| (3) |
100% of these shares are owned of record by the following entities: Best Dynamic Investment Limited (6,375,000 shares); Marvel Value Holdings Limited (1,125,000 shares); Peak Access Limited (1,125,000 shares); Plenty Asset Holdings Limited (1,125,000 shares); Crest Honor Limited (750,000 shares); Merit Success International Limited (750,000 shares); Plus Asset Holdings Limited 625,000 shares); and Star Summit Group Limited (625,000 shares). Mr. CHAN Wai Lun, the Companys sole officer and director, is the sole owner and managing director of each of these entities and has sole voting and investment power. |
| (4) |
These shares are held of record by FUNG Tsz Yeung in trust for the benefit of QU Ting Ting. |
| (5) |
Does not include the 1,846,898,336 shares which are held of record by FUNG Tsz Yeung in trust for the benefit of QU Ting Ting. |
| (6) |
The business address for each of the persons is: Room 805-806, Xinghe Century Towers A, CaiTian Road No. 3069, Shenzhen City, Futian District, Peoples Republic of China. |
| (7) |
Mr. Fungs business address is: Flat C, 17/F, Tower 6, Harbour Green, Kowloon, Hong Kong. |
| (8) |
Mr. Cheungs business address is: Suite 1312A, 13/F, Ocean Centre, 5 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong. |
DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS
The names, titles and ages of the members of Starlights and Sing
Kong-Chinas Boards of Directors and their executive officers are
as set forth in the below tables. There are no family
relationships among any of the directors or executive officers.
There was no agreement or understanding between the Company and
any director or executive officer to which he or she was selected
as an officer or director.
Officers, Directors and Key Employees of
Starlight
| Name | Age | Position | |||
| CHAN Wai Lun |
President, Secretary, Treasurer, Chief Financial Officer and Director |
Mr. CHAN, age 39, has 16 years experience in the
fields of investment, finance and stock exchange listings. In
2000, at the age of 25, Mr. Chan started Chi Yi Holdings (now
known as GET Holdings Ltd. (HKEX: 8100)), which assisted
companies in becoming listed on the Hong Kong Stock Exchange. He
served as Executive Director and Chief Executive Officer of Chi
Yi Holdings until 2003. Since that time, he has served as a
consultant to several companies, assisting them with all aspects
of organization, capital-raising and international expansion. His
areas of expertise include mergers and acquisitions and corporate
restructuring. Currently, he organizes training courses on
overseas listing through Jiao Tong University in Shanghai. Mr.
Chan is a graduate of Newport University, California USA with a
degree in Electronic and Communication Engineering. Mr. Chan also
serves as a director of SavDen Group Corp., which files periodic
reports with the United States Securities and Exchange Commission
under Section 15(d) of the Exchange Act.
Officers, Directors and Key Employees of Sing
Kong-China
| Name | Age | Positions | ||||
| WU Yun Fai (Ric) | Chairman of the Board | |||||
| QU Ting Ting (Jessica) | Chief Executive Officer | |||||
| QU Lei | Supply Chain Director | |||||
| ZHANG Wen Chuan | IT Director | |||||
| WU Xiao Yun | Principal Accounting Officer |
WU Yun Fai (Ric), 35, is the founder of Sing
Kong-China and has been the Chairman of its Board of Directors
since its inception in October 2015. In 2011, he started his own
financial business, R.C.W. Financial Services Limited, a Hong
Kong company (R.C.W.). In addition to general services such as
insurance and investment, R.C.W. offers services related to real
estate, retirement planning, estate planning, trusts, accounting
and CIES (immigration to Hong Kong). Mr. Wu has a Bachelor of
Science degree from The University of Hong Kong in Computer
Science and Information Systems.
QU Ting Ting (Jessica), 30,has been the Chief
Executive Officer of Sing Kong-China since October 2015.
Immediately prior to joining the Company, Ms. Qu was Assistant
Vice-Chairman of Shenzhen Guangtaiyuan Resource Management Co.,
Ltd., a supply chain management company. From April 2012 until
December 2013, she served as Assistant to the President of Great
China International Group, a property development (real estate),
and from March 2010 until March 2012, she was employed as the
General Manager and Secretary of Centaline Property Agency
(Shenzhen) Co., Ltd. Ms. Qu holds a Bachelors degree from
Mudanjiang Normal University.
QU Lei, 34, has served as Supply Chain Director
of Sing Kong-China since October 2015. From May 2014 until
October 2015, Mr. Qu was Supply Chain Director for Shenzhen Sky
Forever Supply Chain Management Co., Ltd., and from October 2008
until May 2014 he served as Logistics Supply Chain Director for
Abacus Logistics Supply Chain Management (China) Co., Ltd. Mr. Qu
holds an MBA in Business Management from Human University and an
undergraduate degree in international economy and trading from
Xiangtan University.
ZHANG Wen Chuan, 40, has served as IT Director
for Sing Kong-China since October 2015. From June 2014 until
October 2015, Mr. Zhang was employed as Technical Director for
Shenzhen Sky Forever Supply Chain Management Co., Ltd. Between
December 2011 and August 2012, he served as Systems Architect,
Supply Chain Data Representative for Huawei Technologies Co.,
Ltd. From July 2010 until November 2011, he was employed as a
Planner for Kingdee Software (China) Co., Ltd. Mr. Zhang is
currently studying for his MBA at Asian City University and holds
an undergraduate degree in Chemical Engineering from South China
University of Technology.
WU Xiao Yun, 30, joined the Company as its
Principal Accounting Officer in July 2016. Immediately prior to
joining the Company, Ms. Wu was employed in the accounting
department of Shenzhen, Aohui e-commerce Limited. From September
2012 to September 2013, she worked in accounting for Shenzhen
Huashangxinye Supply Chain Management Co., and from August 2007
until August 2012 she served as operations officer for Shenzhen
Yidatong Import and Export Co., Ltd. Ms. Wu is a licensed
accountant and a graduate of South China Agricultural University,
Guangdong Province, with a degree in Accounting and Auditing.
Committees of the Board of Directors
The Companys Board of Directors has not established any
committees. The functions of the audit committee are currently
performed by the Board of Directors, with assistance by expert
independent accounting personnel. The Company is not currently
subject to any law, rule or regulation requiring that it
establish or maintain an audit committee. The Company believes
that while its sole director is capable of analyzing and
evaluating financial statements and understanding internal
controls and procedures for financial reporting, the Company
would be well served to retain an independent director who would
qualify as an audit committee financial expert.The Companys Board
of Directors intends at some point in the future to establish
audit, nominating and compensation committees. The audit
committee will be primarily responsible for reviewing the
services performed by our independent auditors and evaluating our
accounting policies and our system of internal controls. The
nominating committee will be primarily responsible for nominating
directors and setting policies and procedures for the nomination
of directors. The nominating committee will also be responsible
for overseeing the creation and implementation of our corporate
governance policies and procedures. The compensation committee
will be primarily responsible for reviewing and approving salary
and benefit policies (including stock options), including
compensation of the Companys executive officers.
EXECUTIVE COMPENSATION
The following table summarizes all compensation received by our
Chief Executive Officer, President and Chief Financial Officer in
the fiscal year ended April 30, 2016 and by the directors and
executive officers of Sing Kong-China in the fiscal year ended
April 30, 2016.
SUMMARY COMPENSATION TABLE
|
Compensation Paid During Fiscal Year Ended April 30, 2016 |
||||||||||
| Name and Principal Position | Salary(1) | Bonus | Other Compensation | |||||||
|
CHAN Wai Lun, President, Secretary, Treasurer, Chief Financial Officer, Director |
$ | Nil | Nil | N/A | ||||||
| WU Yun Fai, Chairman of the Board of Sing Kong-China | $ | Nil | Nil | N/A | ||||||
| QU Ting Ting, CEO of Sing Kong-China | $ | Nil | Nil | N/A | ||||||
| QU Lei, Supply Chain Director of Sing Kong-China | $ | 9,807 | 1,795 | N/A | ||||||
| ZHANG Wen Chuan, IT Director of Sing Kong-China | $ | 9,749 | 1,795 | N/A | ||||||
| WU Xiao Yun, Principal Accounting Officer of Sing Kong-China | $ | Nil | Nil | N/A |
| (1) |
Expressed in U.S. Dollars based on the interbank exchange rate of 6.76 RMB for each U.S. Dollar on October 23, 2016. |
STOCK OPTION GRANTS AND EXERCISES
The Company has not issued any options or stock appreciation
rights to any officers, employees or directors.
EMPLOYMENT CONTRACTS
The officers and directors of Sing Kong-China have entered into
standard employment contracts with that company to which the
officers are engaged to serve in their respective positions.The
employment contracts set forth the officers annual salary, hours
of work, social insurance requirements and other terms.This is
the standard form of employment contract entered into with all of
Sing Kongs employees.
The following table sets forth the terms of the employment
contracts between Sing Kong-China and its executive officers and
directors.
| Name | Term of Contract | Monthly Salary | Bonus | |||||
| WU Yun Fai | Nov. 15, 2015 Nov. 1, 2017 | 25,000 RMB | 40% of salary | |||||
| QU Ting Ting | Nov. 15, 2015 Nov. 1, 2017 | 25,000 RMB | 40% of salary | |||||
| QU Lei | Sept. 15, 2015 Sept. 14, 2018 | 12,000 RMB | At discretion of company | |||||
| ZHANG Wen Chuan | Sept. 15, 2015 Sept. 14, 2018 | 12,000 RMB | At discretion of company | |||||
| WU Xiao Yun | July 1, 2016 July 1, 2019 | 8,000 RMB | At discretion of company |
There are no arrangements with any executive officer with respect
to termination of employment or change of control transactions.
CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS
Ms. QU Ting Ting, the Chief Executive Officer of the Operating
Company, has made certain advances to Sing Kong for the payment
of operating expenses. As of April 30, 2016, the amount due to
Ms. Qu was $65,672; as of October 31, 2016 it was $159,342. The
advances are non-interest bearing and payable on demand.
Mr. CHAN Wai Lun, the sole officer and director of Starlight,
received 1,833,148,178 restricted shares of our common stock in
conjunction with the acquisition of Sing Kong, as consideration
for maintaining the Company through the period of the
Transaction.
The Chairman of the Board of the Operating Company, Mr. WU Yun
Fai, provides office space in Beijing, China, to the Company on a
rent-free basis through a company of which he is an affiliate.
As of April 30, 2016, CHAN Wai Lun, the sole officer and director
of Starlight, had paid an aggregate of $23,000 on behalf of the
Company for certain legal fees incurred by the Company. The
amount is payable on demand.
DESCRIPTION OF SECURITIES
Our Companys Articles of Incorporation provide for authority to
issue 7,020,000,000 shares of capital stock with par value of
$0.001 per share, of which 7,000,000,000 shares may be common
stock and 20,000,000 shares may be preferred stock. Immediately
prior to the Transaction, the capitalization of Starlight
consisted of 20,700,000 outstanding shares of common stock and no
shares of preferred stock, and immediately after the closing of
the Transaction, our total number of outstanding shares of common
stock is approximately 6,606,065,482 and the number of
outstanding shares of preferred stock is nil.
The holders of the common stock are entitled to receive dividends
when and as declared by the Board of Directors, out of funds
legally available therefor. The Company has not paid cash
dividends in the past and does not expect to pay any within the
foreseeable future since any earnings are expected to be
reinvested in the Company. In the event of liquidation,
dissolution or winding up of the Company, either voluntarily or
involuntarily, each outstanding share of common stock is entitled
to share equally in the Company’s assets. Each outstanding share
of common stock is entitled to equal voting rights, consisting of
one vote per share.
Our Articles of Incorporation authorize our Board of Directors to
issue shares of preferred stock in one or more classes or series
within a class upon authority of the board without further
stockholder approval. Any preferred stock issued in the future
may rank senior to the common stock with respect to the payment
of dividends or amounts upon liquidation, dissolution or winding
up of us, or both. In addition, any such shares of preferred
stock may have class or series voting rights. Moreover, under
certain circumstances, the issuance of preferred stock or the
existence of the un-issued preferred stock might tend to
discourage or render more difficult a merger or other change in
control. The issuance of preferred stock, while providing
desirable flexibility in connection with possible acquisitions
and other corporate purposes, could have the effect of making it
more difficult for a third party to acquire, or of discouraging a
third party from acquiring, a majority of our outstanding voting
stock.
MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
Our common stock is not listed on any stock exchange; however, it
is eligible for quotation on the OTC Pink market under the symbol
SLSC. There has been no trading in the Companys common stock;
however, we anticipate that trading will occur in the future.
There can be no assurance that trading will occur.
As of November 1, 2016, there were approximately 31 stockholders
of record of our common stock.
DIVIDENDS
We have never paid any dividends on our common stock. We
currently anticipate that any future earnings will be retained
for the development of our business and do not anticipate paying
any dividends on our common stock in the foreseeable future.
TRANSFER AGENT
Our transfer agent is Globex Transfer, LLC, 780 Deltona Blvd.,
Suite 202, Deltona, Florida 32725. Their telephone number is
(813) 344-4490 and their facsimile number is (386) 267-3124.
EQUITY COMPENSATION PLAN INFORMATION
2016 Omnibus Incentive Plan
We have adopted a 2016 Omnibus Incentive Plan (the Plan). An
aggregate of 1,500,000 shares of our common stock is reserved for
issuance and available for awards under the Plan. The Plan
administrator may grant awards to any employee, director or
consultant of the Company or its subsidiaries (as defined in the
Plan). As of the date of filing this Current Report on Form 8-K,
no grants have been made under the Plan.
The Plan shall be initially administered by the Board of
Directors. The Plan administrator has the authority to determine,
within the limits of the express provisions of the Plan, the
individuals to whom awards will be granted, the nature, amount
and terms of such awards and the objectives and conditions for
earning such awards. The Board may at any time amend or terminate
the Plan, provided that no such action may be taken that
adversely affects any rights or obligations with respect to any
awards previously made under the Plan without the consent of the
recipient. No awards may be made under the Plan after the tenth
anniversary of its effective date.
Awards under the Plan may include incentive stock options,
nonqualified stock options, stock appreciation rights (SARs),
restricted shares of common stock, restricted stock units,
performance awards, other stock-based awards and cash-based
incentive awards.
Stock Options. The Plan administrator
may grant to a participant options to purchase our common stock
that qualify as incentive stock options for purposes of Section
422 of the Internal Revenue Code (incentive stock options),
options that do not qualify as incentive stock options
(non-qualified stock options) or a combination thereof. The terms
and conditions of stock option grants, including the quantity,
price, vesting periods and other conditions on exercise will be
determined by the Plan administrator. The exercise price for
stock options will be determined by the Plan administrator in its
discretion, but incentive stock options may not be less than 100%
of the fair market value of one share of the Companys common
stock on the date when the stock option is granted. Additionally,
in the case of incentive stock options granted to a holder of
more than 10% of the total combined voting power of all classes
of our stock on the date of grant, the exercise price may not be
less than 110% of the fair market value of one share of common
stock on the date the stock option is granted. Stock options must
be exercised within a period fixed by the Plan administrator that
may not exceed ten years from the date of grant, except that in
the case of incentive stock options granted to a holder of more
than 10% of the total combined voting power of all classes of our
stock on the date of grant, the exercise period may not exceed
five years. At the Plan administrators discretion, payment for
shares of common stock on the exercise of stock options may be
made in cash, shares of our common stock held by the participant
or in any other form of consideration acceptable to the Plan
administrator (including one or more forms of cashless or net
exercise).
Stock Appreciation Rights. The Plan
administrator may grant to a participant an award of SARs, which
entitles the participant to receive, upon its exercise, a payment
equal to (i) the excess of the fair market value of a share of
common stock on the exercise date over the SAR exercise price,
times (ii) the number of shares of common stock with respect to
which the SAR is exercised. The exercise price of a SAR will be
determined by the Plan administrator in its discretion; provided,
however, that in the case of SARs granted in tandem with options,
the exercise price of the SAR shall not be less than the purchase
price of the related option.
Restricted Shares and Restricted Units.
The Plan administrator may award to a participant shares of
common stock subject to specified restrictions (restricted
shares). Restricted shares are subject to forfeiture if the
participant does not meet certain conditions such as continued
employment over a specified forfeiture period and/or the
attainment of specified performance targets over the forfeiture
period. The Plan administrator also may award to a participant
units representing the right to receive shares of common stock in
the future subject to the achievement of one or more goals
relating to the completion of service by the participant and/or
the achievement of performance or other objectives (restricted
units). The terms and conditions of restricted share and
restricted unit awards are determined by the Plan administrator.
Performance Awards. The Plan
administrator may grant performance awards to participants under
such terms and conditions as the Plan administrator deems
appropriate. A performance award entitles a participant to
receive a payment from us, the amount of which is based upon the
attainment of predetermined performance targets over a specified
award period. Performance awards may be paid in cash, shares of
common stock or a combination thereof, as determined by the Plan
administrator.
Other Stock-Based Awards. The Plan
administrator may grant equity-based or equity-related awards,
referred to as other stock-based awards, other than options,
SARs, restricted shares, restricted units or performance awards.
The terms and conditions of each other stock-based award will be
determined by the Plan administrator. Payment under any other
stock-based awards will be made in common stock or cash, as
determined by the Plan administrator.
Cash-Based Awards. The Plan
administrator may grant cash-based incentive compensation awards,
which would include performance-based annual cash incentive
compensation to be paid to covered employees subject to Section
162(m) of the Internal Revenue Code. The terms and conditions of
each cash-based award will be determined by the Plan
administrator.
Dividend Equivalents. The Plan
administrator may provide for the payment of dividends or
dividend equivalents with respect to any shares of common stock
subject to an award under the Plan.
LEGAL PROCEEDINGS
From time to time, we may be involved in litigation or other
business disputes. The Companys management is not aware of any
material legal proceedings pending against the Company.
CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS
Sing Kong has a limited operating history and has never changed
accountants. Starlight retained AWC (CPA) Limited as its auditor
on August 20, 2015. Subsequently, effective April 30, 2016, DCAW
was formed as a result of the merger of AWC (CPA) Limited and
Dominic K.F. Chan Co. (DCAW). DCAW is the Companys independent
registered public accounting firm. In October 2016, DCAW was
renamed to Centurion ZD CPA Limited.
RECENT SALES OF UNREGISTERED SECURITIES
to the Share Exchange Agreement entered into by and among Sing
Kong and the Sing Kong Stockholders, on the one hand, and
Starlight, on the other hand, the Company issued 4,752,217,304
shares of the Companys common stock (the Exchange Shares) to the
Sing Kong Stockholders in exchange for 100% of the common stock
of Sing Kong. The issuance of the Exchange Shares to the Sing
Kong Stockholders to the Share Exchange Agreement was exempt from
registration under the Securities Act to Section 4(2) and/or
Regulation S thereof. We made this determination based on the
representations of the Sing Kong Stockholders which included, in
pertinent part, that such shareholders were either (a) accredited
investors within the meaning of Rule 501 of Regulation D
promulgated under the Securities Act, and/or (b) not a U.S.
person as that term is defined in Rule 902(k) of Regulation S
under the Act, and that such shareholders were acquiring our
common stock, for investment purposes for their own respective
accounts and not as nominees or agents, and not with a view to
the resale or distribution thereof, and that each shareholder
understood that the shares of our common stock may not be sold or
otherwise disposed of without registration under the Securities
Act or an applicable exemption therefrom.
Mr. CHAN Wai Lun, the sole officer and director of Starlight,
received 1,833,148,178 restricted shares of our common stock in
conjunction with the acquisition of Sing Kong, as consideration
for maintaining the Company through the period of the
Transaction. The issuance of the shares to Mr. Chan was exempt
from registration under the Securities Act to Section 4(2) and/or
Regulation S thereof. We made this determination based on the
representations of Mr. Chan which included, in pertinent part,
that he is either (a) an accredited investor within the meaning
of Rule 501 of Regulation D promulgated under the Securities Act,
and/or (b) not a U.S. person as that term is defined in Rule
902(k) of Regulation S under the Act, and that he was acquiring
our common stock for investment purposes for his own account and
not as a nominee or agent, and not with a view to the resale or
distribution thereof, and that he understood that the shares of
our common stock may not be sold or otherwise disposed of without
registration under the Securities Act or an applicable exemption
therefrom.
Upon its incorporation in December 2013, Starlight issued
12,500,000 shares of its common stock to one person in
consideration for $25,000, or $0.002 per share. The issuance of
these shares was exempt from registration under the Securities
Act to Section 4(2) and/or Regulation S thereof.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.7502 of the Nevada Revised Statutes provides that we
may indemnify any person who was or is a party, or is threatened
to be made a party, to any action, suit or proceeding brought by
reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or
agent of another corporation or other entity. The expenses that
are subject to this indemnity include attorneys fees, judgments,
fines and amounts paid in settlement actually and reasonably
incurred by the indemnified party in connection with the action,
suit or proceeding. In order for us to provide this statutory
indemnity, the indemnified party must not be liable under Nevada
Revised Statutes section 78.138 or must have acted in good faith
and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation. With respect to a
criminal action or proceeding, the indemnified party must have
had no reasonable cause to believe his conduct was unlawful.
Section 78.7502 also provides that we may indemnify any person
who was or is a party, or is threatened to be made a party, to
any action or suit brought by or on behalf of the corporation by
reason of the fact that he is or was serving at the request of
the corporation as a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation or other entity against expenses actually or
reasonably incurred by him in connection with the defense or
settlement of such action or suit if he is not liable under
Nevada Revised Statutes section 78.138 of if he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation. We may not
indemnify a person if the person is adjudged by a court of
competent jurisdiction, after exhaustion of all appeals
therefrom, to be liable to the corporation, or for amounts paid
in settlement to the corporation, unless and only to the extent
that the court in which such action or suit was brought or
another court of competent jurisdiction shall determine upon
application that, despite the adjudication of liability but in
view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnity.
Section 78.7502 requires us to indemnify our directors or
officers against expenses, including attorneys fees, actually and
reasonably incurred by him in connection with his defense, if he
has been successful on the merits or otherwise in defense of any
action, suit or proceeding, or in defense of any claim, issue or
matter.
The Companys Bylaws provide the following with respect to
indemnification:
Each person who was or is made a party or is threatened to be
made a party to or is involved (including, without limitation, as
a witness) in any threatened, pending, or completed action, suit
or proceeding, whether formal or informal, civil, criminal,
administrative or investigative (hereinafter a proceeding), by
reason of the fact that he or she is or was a director of the
Corporation or who is or was serving at the request of the
Corporation as a director, officer, employee or agent of this or
another Corporation or of a partnership, joint venture, trust,
other enterprise, or employee benefit plan (a covered person),
whether the basis of such proceeding is alleged action in an
official capacity as a covered person shall be indemnified and
held harmless by the Corporation to the fullest extent permitted
by applicable law, as then in effect, against all expense,
liability and loss (including attorneys’ fees, costs, judgments,
fines, ERISA excise taxes or penalties and amounts to be paid in
settlement) reasonably incurred or suffered by such person in
connection therewith, and such indemnification shall continue as
to a person who ceased to be a covered person and shall inure to
the benefit of his or her heirs, executors and administrators.
The Company has been advised that it is the position of the SEC
that insofar as the provision in the Company’s Bylaws may be
invoked for liabilities arising under the Securities Act, the
provision is against public policy and is therefore
unenforceable.
Item 3.02 UNREGISTERED SALES OF EQUITY
SECURITIES
As explained more fully in Item 2.01 under the heading Recent
Sales of Unregistered Securities, the following unregistered
sales of equity securities have been effected by Starlight during
the three years prior to the filing of this report:
|
4,752,217,304 shares of its common stock to the Sing Kong Stockholders in exchange for 100% of the common stock of Sing Kong-HK; |
||
|
1,833,148,178 restricted shares of its common stock to Mr. CHAN Wai Lun in conjunction with the acquisition of Sing Kong-HK, as consideration for maintaining the Company through the period of the Transaction; |
||
|
initial issuance of 12,500,000 shares of its common stock to one person in consideration for $25,000 upon incorporation of the Company in December 2013 |
All of the issuances were exempt from registration under the
Securities Act to Section 4(2) and/or Regulation S thereof.
Reference is made to the disclosures set forth under Item 2.01 of
this Current Report on Form 8-K, and to the Registration
Statement on Form S-1 filed by the Company on July 8, 2014, which
disclosures are incorporated herein by reference.
Item 5.01 CHANGES IN CONTROL OF REGISTRANT
As explained more fully in Item 2.01, in connection with the
Exchange Agreement,Starlight issued 4,752,217,304 shares of its
common stock to the Sing Kong Stockholders in exchange for the
transfer of 100% of the outstanding shares of Sing Kongs capital
stock by the Sing Kong Stockholders to Starlight. Immediately
following the Closing of the Share Exchange Agreement, the Sing
Kong Stockholders held approximately 72% of the total issued
outstanding common stock of Starlight, which is the only class of
stock entitled to vote. Reference is made to the disclosures set
forth under Item 2.01 of this Current Report on Form 8-K, which
disclosure is incorporated herein by reference.
The closing of the Transaction under the Exchange Agreement, as
amended, which resulted in the change of control of Starlight,
occurred on November 18, 2016. A copy of the Exchange Agreement
was attached to the Starlight Current Report on Form 8-K filed
with the Securities Exchange Commission on October 6, 2016 as
Exhibit 2.1.
Item 5.06 CHANGE IN SHELL COMPANY STATUS
As explained more fully in Item 2.01 above, Starlight was a shell
company (as such term is defined in Rule 12b-2 under the
Securities Exchange Act of 1934, as amended) immediately prior to
the closing of the Transaction on November 18, 2016 because
Starlight had nominal assets and had no substantive business
operations. Under the Share Exchange Agreement, on the Closing
Date, Starlight issued a total of 4,752,217,304 shares of its
common stock to the Sing Kong Stockholders in exchange for 100%
of the common stock of Sing Kong-HK. After the closing, the Sing
Kong Stockholders own approximately 72% of Starlights outstanding
shares. As a result of the Transaction, Sing Kong became the
wholly owned subsidiary of Starlight and became Starlights sole
operational business. Consequently, Starlight believes that the
Transaction has caused Starlight to cease to be a shell company.
For information about the Transaction, please see the information
set forth above under Item 2.01 of this Current Report on Form
8-K, which information is incorporated herein by reference.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses
Acquired
The financial statements of Sing Kong Supply Chain Management
Co., Ltd. Shenzhen for the period from October 29, 2015
(inception) through April 30, 2016 and for the six months ended
October 31, 2016 are incorporated herein by reference to Exhibit
99.1 to this Current Report.
(b) Pro Forma Financial
Statements
Our unaudited pro forma combined financial statements as of and
for the year ended April 30, 2016, and pro forma combined
statement of operations (unaudited) for the period ended October
31, 2016 are incorporated herein by reference to Exhibit 99.2 to
this Current Report.
(c)INDEX TO EXHIBITS.
| Exhibit Number | Description | |
| 2.1 |
Share Exchange Agreement between Starlight Supply Chain Management Company, Sing Kong Supply Chain Management Co. Limited, WU Yun Fai, Anthony Chun-Man Cheung and FUNG Tsz Yeung, dated October 4, 2016(1) |
|
| 3.1 |
Articles of Incorporation of Starlight Supply Chain Management Company, a Nevada corporation, as amended(2) |
|
| 3.2 |
Bylaws of Starlight Supply Chain Management Company(3) |
|
|
10.1 |
Exclusive Option Agreement by and among Starlight Consultation Service (Shenzhen) Co., Ltd., QU Ting Ting and Sing Kong Supply Chain Management Co., Ltd. Shenzhen(4) |
|
| 10.2 |
Equity Interest Pledge Agreement by and among Starlight Consultation Service (Shenzhen) Co., Ltd., QU Ting Ting and Sing Kong Supply Chain Management Co., Ltd. Shenzhen(4) |
|
| 10.3 | Power of Attorney(4) | |
| 10.4 |
Exclusive Business Cooperation Agreement by and between Starlight Consultation Service (Shenzhen) Co., Ltd. and Sing Kong Supply Chain Management Co., Ltd. Shenzhen(4) |
|
| 10.5 | Office Lease Agreement(4) | |
| 10.6 |
Labor Contract between Sing Kong Supply Chain Management Co. Ltd. Shenzhen and WU Run Hui(4) |
|
| 10.7 |
Labor Contract between Sing Kong Supply Chain Management Co. Ltd. Shenzhen and QU Ting Ting(4) |
|
| 10.8 |
Labor Contract between Sing Kong Supply Chain Management Co. Ltd. Shenzhen and QU Lei(4) |
|
| 10.9 |
Labor Contract between Sing Kong Supply Chain Management Co. Ltd. Shenzhen and ZHANG Wen Chuan(4) |
|
| 10.10 |
Labor Contract between Sing Kong Supply Chain Management Co. Ltd. Shenzhen and WU Xiao Yun (4) |
|
| 10.11 | 2016 Omnibus Incentive Plan(4) | |
| 10.12 |
Agreement between Hebei Province Sha He Economic Development Zone Management Committee, Sha He Starlight Supply Chain Management Ltd., and China Postal BankSha He Subsidiary(5) |
|
| 99.1 |
Consolidated Financial Statements of Sing Kong Supply Chain Management Co., Ltd. Shenzhen (Sing Kong-China) for the period from October 29, 2015 (inception) through April 30, 2016 and for the six months ended October 31, 2016(5) |
|
| 99.2 |
Unaudited Pro Forma Condensed Combined Financial Statements of Starlight, as of and for the year ended April 30, 2016 and unaudited Pro Forma Statement of Operations for the six months ended October 31, 2016(5) |
| (1) |
Filed as Exhibit 2.1 to Starlights Current Report on Form 8-K filed with the SEC on October 6, 2014 and incorporated herein by reference. |
| (2) |
Filed as Exhibit 3.1 to Starlights Registration Statement on Form S-1 filed with the SEC on July 8, 2014 and incorporated herein by reference. |
| (3) |
Filed as Exhibit 3.2 to Starlights Registration Statement on Form S-1 filed with the SEC on July 8, 2014 and incorporated herein by reference. |
| (4) |
Filed as an Exhibit to Starlights current report on Form 8-K filed with the SEC on November 21, 2016, and incorporated herein by reference. |
| (5) | Filed herewith. |
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About STARLIGHT SUPPLY CHAIN MANAGEMENT COMPANY (OTCMKTS:SLSC)
Starlight Supply Chain Management Company, formerly Live Fit Corp, is a shell company. The Company intends to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company’s principal business objective is to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, or industry or and, thus, may acquire any type of business. The Company has not restricted the geographical location of the target companies to China, and its targets operations will be based in China or Asia. The Company does not engage in any business activities. As of April 30, 2016, the Company had not generated any revenue. STARLIGHT SUPPLY CHAIN MANAGEMENT COMPANY (OTCMKTS:SLSC) Recent Trading Information
STARLIGHT SUPPLY CHAIN MANAGEMENT COMPANY (OTCMKTS:SLSC) closed its last trading session at 0.0000 with shares trading hands.
