Item 10. Directors, Executive Offices and Corporate Governance.
Directors of the Company are elected by the stockholders to a term of one year and serve until a successor is elected and qualified. Officers of the Company are appointed by our Board of Directors to a term of one year and serve until a successor is duly appointed and qualified, or until he or she is removed from office. The Board of Directors has no nominating, auditing or compensation committees.
The names and ages of our directors and executive officers are set forth below:
Directors and Executive Officers of the Company
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Name
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Age
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Position
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Chih-Yuan Hsiao
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48
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President, Principal Executive Officer and a member of the Board of Directors
(1)
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Ching-Chia Chuang
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47
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Secretary, Treasurer and Principal Financial Officer
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Yu-Chih Hsiao
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46
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a member of the Board of Directors
(2)
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Min-Tsung Hsiao
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44
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a member of the Board of Directors
(3)
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Siu Wan Claire Hong
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48
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a member of the Board of Directors
(4)
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___________
(1)
Chih-Yuan Hsiao will serve as a director until the next annual shareholder meeting.
(2)
Yu-Chih Hsiao will serve as a director until the next annual shareholder meeting.
(3)
Min-Tsung Hsiao will serve as a director until the next annual shareholder meeting.
(4)
Siu Wan Claire Hong will serve as a director until the next annual shareholder meeting.
The term of office of each director of the Company ends at the next annual meeting of the Company's stockholders or when such director's successor is elected and qualifies. January 30 of each year is specified in the Company's Bylaws for the annual meeting of the Company’s shareholders. The term of office of each officer of the Company ends at the next annual meeting of the Company's Board of Directors, expected to occur immediately after the next annual meeting of stockholders, or when such officer's successor is elected and qualifies.
Backgrounds of Executive Officers and Directors
The following information sets forth the background and business experience of our directors and executive officers.
Chih-Yuan Hsiao, President, Principal Executive Officer and a member of our Board of Directors
Chih-Yuan Hsiao received his Associate Bachelor Degree in International Business from Lan Yang Institute of Technology in Taiwan in 1992. From January 2004 to December 2008, Mr. Hsiao was the president of Lazuriton Art and Culture Co., Ltd., a business engaged in marketing and selling artwork carving products. From January 2009 to the present, Mr. Hsiao has been the president and a member of the board of directors of Lazuriton Nano Biotechnology Co., Ltd., a Taiwanese corporation, previously defined as “the Manufacturer”, which manufactures Nano fertilizer products that we will market and distribute. As president, Mr. Hsiao manages all operational activities, including the purchases and sales of the Nano Fertilizer Products.
Mr. Hsiao devotes approximately 20 hours per week to the affairs of the Company.
Mr. Hsiao became the President, Principal Executive Officer and a member of our Board of Directors in June 2015. Due to Mr. Hsiao’s extensive experience in business development, operations management, and executive leadership, the Company believes he complements its management.
Ching-Chia Chuang, Principal Financial Officer, Secretary and Treasurer
Ching-Chia Chuang obtained a Bachelor of Arts degree in engineering and management from Yuan Ze University in 1993. Beginning November 2011 to the present, Mr. Chuang has served as a consultant for Lazuriton Nano Biotechnology Ltd., a Taiwan corporation (“Lazuriton Taiwan”), located in Taiwan. Lazuriton Taiwan is the manufacturer of the Company’s nano fertilizer products. Chih-Yuan Hsiao, our president and a member of our board of directors, is the president and sole director of Lazuriton Taiwan. Accordingly, there exists a conflict of interest regarding Mr. Chuang’s role as consultant over the affairs of Lazuriton Taiwan and his position as Principal Financial Officer, Secretary and Treasurer for the Company. In his role as consultant to the Company, Mr. Chuang assists in the cultivation of business relationships in Asia. Additionally, Mr. Chuang assists in providing management and operation recommendations to the Company. Mr. Chuang holds 750,000 shares of the Company’s common stock.
Mr. Chuang devotes approximately 20 hours per week to the affairs of the Company
Mr. Chuang became the Principal Financial Officer, Secretary and Treasurer in June 2, 2017. Due to Mr. Chuang’s extensive background in business negotiations, knowledge in budget management, and has played an integral role in the growth and expansion of other companies, the Company believes he complements its management.
Yu-Chih Hsiao, a member of our Board of Directors
From January 2001 to December 2008, Yu-Chih Hsiao was the owner and engineer for Shengtai Engineering Ltd., a company located in Taiwan. Shengtai Engineering Ltd. was engaged in the business of providing electrical and plumbing maintenance and repairs to households. From January 2009 to the present, Mr. Hsiao has been the factory manager of the Manufacturer. Mr. Hsiao’s duties as factory manager includes overseeing the operations of the factory, quality control of products and the calculation of lead time for inventory.
Mr. Hsiao became a member of our Board of Directors in June 2015. Due to Mr. Hsiao’s extensive experience in the fertilizer industry and operation management, the Company believes he complements its management.
Mr. Hsiao devotes approximately 10 hours per week to the affairs of the Company.
Min-Tsung Hsiao, a member of our Board of Directors
Beginning January 2005 to the present, Min-Tsung Hsiao has been the owner and engineer of Haoyi Engineering Ltd. located in Taiwan. Haoyi Engineering Ltd. is engaged in the business of providing electrical and plumbing maintenance and repairs to households. From January 2010, to the present, Mr. Hsiao has been the president and director of Miaotien Biotechnology Ltd, a Taiwanese corporation, which is a distributor in Taiwan of the Nano fertilizer products of the Manufacturer. As president of Miaotien Biotechnology Ltd., Mr. Hsiao negotiates sales prices, markets and promotes those Nano fertilizer products and develops relationships with third party agents and sales representatives.
Mr. Hsiao became a member of our Board of Directors in June 2015. Due to Mr. Hsiao’s extensive experience in the Nano fertilizer industry and in marketing and selling such Nano fertilizer products, the Company believes Mr. Hsiao complements its management.
Mr. Hsiao devotes approximately 10 hours per week to the affairs of the Company.
Siu Wan Claire Hong, a member of our Board of Directors
Siu Wan Claire Hong received a marketing, sales and public relations degree from Guangzhou University in 2001, and received a second marketing, sales and public relations degree from Guangdong Zhongshan University in 2004. From January 2004 to December 2005, Ms. Hong was a general manager for Cape Western North in North Sea City in Guangxi Province, in China. Cape Western North is engaged in the business of real estate development. Ms. Hong’s duties at Cape Western North included overseeing the general affairs of the Company, developing new clients and maintaining client relationships. From January 2010 to June 2015, Ms. Hong was the chief executive officer of Investment Groups Sci Technology H.K. in Hong Kong, a company engaged in the business of investment banking. From January 2009 to the present, Ms. Hong has been the chief executive officer of Ican Capital Inc.in Hong Kong, which is in the business of investment banking and financial planning.
Ms. Hong became a member of our Board of Directors in June 2015. Due to Ms. Hong’s extensive experience in business development and financial management, the Company believes she complements its management.
Ms. Hong devotes approximately 5 hours per week to the affairs of the Company.
Chih-Yuan Hsiao, our president and a member of our board of directors, Yu-Chih Hsiao, a member of our board of directors and Min-Tsung Hsiao, a member of our board of directors are brothers. Ching-Chia Chuang is a cousin of Chih-Yuan Hsiao, Yu-Chih Hsiao and Min-Tsung Hsiao.
To our knowledge, during the last ten years, none of our directors and executive officers has been subject to any of the following:
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A petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
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Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
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The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
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(i)
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Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
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(ii)
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Engaging in any type of business practice; or
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(iii)
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Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;
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The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or commodity laws, or to be associated with persons engaged in any such activity;
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Found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated;
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Found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
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The subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
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(i)
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Any federal or state securities or commodities law or regulation; or
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(ii)
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Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
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(iii)
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Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
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The subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
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No Compensation to Directors.
No director has received any cash or other compensation for serving as a director, and we do not plan to pay any cash or other compensation to any person for serving as a director. Our directors are entitled to reimbursement for reasonable out-of-pocket expenses incurred in connection with our business. Our Board of Directors may award special remuneration to any director undertaking any special services on our behalf, other than services ordinarily required of a director.
Code of Ethics; Financial Expert
We do not have a Code of Ethics. We do not have a financial expert on our Board of Directors.
Committees of the Board of Directors
Concurrent with having sufficient members and resources, our Board of Directors will establish an audit committee and a compensation committee. The audit committee will review the results and scope of the audit and other services provided by the independent auditors and review and evaluate our system of internal controls. The compensation committee will manage any stock option plan we may establish and review and recommend compensation arrangements for our officers. No final determination has yet been made as to the memberships of these committees or when we will have sufficient members and resources to establish those committees.
Potential Conflicts of Interest
As we do not have an audit committee or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. Thus, there is a potential conflict of interest, in that our directors and officers have the authority to determine issues concerning management compensation and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors.
We plan to adopt a code of ethics that obligates our directors, officers and employees to disclose potential conflicts of interest and prohibits those persons from engaging in such transactions without our consent.
There are family relationships among our directors and executive officers.
Directors Independence
Our Board of Directors is, currently, composed of 3 members who do not qualify and one member that qualifies as independent directors in accordance with the published listing requirements of the NASDAQ Global Market, as we do not participate in that market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the directors, not any of his or her family members has engaged in various types of business dealings with us. In addition, our Board of Directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. If our Board of Directors made these determinations, our Board of Directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.
Term of Office
Each of our directors is appointed to hold office until the next annual meeting of our stockholders or until his or her respective successor is elected and qualified, or until he or she resigns or is removed in accordance with the applicable provisions of Nevada law. Our officers are appointed by our Board of Directors and hold office until removed by our Board of Directors or until their resignation.
Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than ten percent of our common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of our common stock. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
We intend to ensure to the best of our ability that all Section 16(a) filing requirements applicable to our officers, directors and greater than ten percent (10%) beneficial owners are complied with in a timely fashion.
We are not aware of any securities transaction during the fiscal year ended December 31, 2017, or subsequent thereto what would require a filing pursuant to Section 16 of the Securities Exchange Act of 1934, as amended.
Audit Committee Financial Expert
Our current director acts as our audit committee. The current director is not independent. An informal search is under way to identify a suitable candidate for service on the Board of Directors as an independent director who would be qualified as an audit committee financial expert.
Audit Committee
We have not yet appointed an audit committee, and our director currently acts as our audit committee. At the present time, we believe that our director is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Company, however, recognizes the importance of good corporate governance and intends to add additional directors to the Board of Directors and appoint an audit committee comprised entirely of independent directors, including at least one financial expert.
Limitation on Liability and Indemnification of Directors and Officers
Our articles of incorporation provide that no director or officer shall have any liability to the Company if that person acted in good faith and with the same degree of care and skill as a prudent person in similar circumstances.
Our articles of incorporation and bylaws provide that we will indemnify our directors and officers and may indemnify our employees or agents to the fullest extent permitted by law against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices or positions with us. However, nothing in our articles of incorporation or bylaws protects or indemnifies a director, officer, employee or agent against any liability to which that person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of that person’s office or position. To the extent that a director has been successful in defense of any proceeding, the Nevada Revised Statutes provide that the director shall be indemnified against reasonable expenses incurred in connection with the proceeding.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Certain Relationships and Related Transactions
Chih-Yuan Hsiao
Chih-Yuan Hsiao is our president and a member of our board of directors. We are currently operating out of the offices provided by Mr. Hsiao.
On February 9, 2017, Mr. Hsiao signed a written funding commitment to lend the Company as much as $400,000 to pay the operating expenses of the Company for a period of 12 months. Any amount advanced by Mr. Hsiao pursuant to that commitment shall not accrue interest and is payable on demand. There is no particular notice required to be given by Mr. Hsiao regarding that demand, provided, however, such demand shall be made no sooner than February 9, 2018. We can provide no guarantee or assurance that in the event of that demand, we can pay the amount demanded, or any other amount, on the date for which payment is demanded. For such time as Mr. Hsiao is our president or a member of our board of directors, we believe that any such demand will not be upon any unreasonable terms. As of April 2, 2018, we owed Mr. Hsiao $94,201 pursuant to that funding commitment.
On June 4, 2015, Chih-Yuan Hsiao, our president and a member of our board of directors purchased 10,000 shares of our common stock for $10 in cash. On November 10, 2015, Mr. Hsiao purchased 52,338,003 shares of our common stock for $52,338 in cash. Accordingly, Mr. Hsiao is the holder of a total of 52,348,003 shares of our common stock.
Mr. Hsiao is the President, Principal Executive Officer and a member of the Board of Directors of the Manufacturer. Additionally, Mr. Hsiao holds 88.4% of the issued and outstanding shares of common stock of the Manufacturer.
Mr. Hsiao devotes approximately 20 hours per week to our affairs.
In addition to holding positions as President, Principal Executive Officer,Director and shareholder of the Company, Mr. Hsiao is the President, a Director and a shareholder of the Manufacturer. Accordingly, there is a conflict of interest among Mr. Hsiao’s position with the Company and his position with the Manufacturer. Because the Manufacturer is our sole supplier of the Nano fertilizer products that we intend to market and distribute, to the extent that Mr. Hsiao participates in the management of the Manufacturer with respect to the Manufacturer’s relationship with the Company, Mr. Hsiao will have a conflict of interest regarding the affairs of the Manufacturer and the affairs of the Company. We have not yet formulated a policy for handling conflicts of interest, however, we intend to do so upon completion of this offering. Mr. Hsiao is aware of his fiduciary duties to the Company and its shareholders and will make every effort to consider the best interests of the Company and its shareholders in connection with the relationships between the Company and the Manufacturer.
Yu-Chih Hsiao
On November 10, 2015, Yu-Chih Hsiao, a member of our Board of Directors purchased 100,000 shares of our common stock for $100 in cash.
On March 1, 2017, Yu-Chih Hsiao purchased 3,262,500 shares of our common stock for $16,312 in cash.
Yu-Chih Hsiao is the factory manager of the Manufacturer and holds approximately 5.80% of the issued and outstanding shares of common stock of the Manufacturer.
Mr. Hsiao devotes approximately 10 hours per week to the affairs of the Company.
Mr. Hsiao is the factory manager and a shareholder of the Manufacturer and a Director and shareholder of the Company. Accordingly, there is a conflict of interest in Mr. Hsiao’s role with the Company and his position with the Manufacturer. As the Manufacturer is the sole supplier of the Nano Fertilizer Products that we intend to market and distribute, to the extent that Mr. Hsiao participates in the management or decision making of the Manufacturer with respect to the Manufacturer’s relationship with the Company, Mr. Hsiao will have a conflict of interest regarding the affairs of the Manufacturer and the affairs of the Company. We have not yet formulated a policy for handling conflicts of interest; however, we intend to do so upon completion of this offering. Mr. Hsiao is aware of his fiduciary duties to the Company and its shareholders and will make every effort to consider the best interests of the Company and its shareholders in connection with the relationships between the Company and the Manufacturer.
Min-Tsung Hsiao
On November 10, 2015, Min-Tsung Hsiao, a member of our Board of Directors purchased 900,000 shares of our common stock for $900 in cash.
On March 1, 2017, Min-Tsung Hsiao purchased 3,262,500 shares of our common stock for $16,312 in cash.
Mr. Hsiao is a holder of approximately 5.80% of the issued and outstanding shares of common stock of the Manufacturer.
Mr. Hsiao devotes approximately 10 hours per week to the affairs of the Company.
Mr. Hsiao is the President and a member of the Board of Directors of Miaotien Biotechnology Co., Ltd., a Taiwanese corporation (“Miaotien”). Miaotien is an exclusive distributor of the Nano Fertilizer Products for the Manufacturer in Taiwan.
As Mr. Hsiao is a member of the Board of Directors and 4.16% shareholder of the common stock of the Company as well as a 5.80% shareholder of the common stock of the Manufacturer, there exists a possible conflict of interest in his role with the Company and the Manufacturer. To the extent that Mr. Hsiao participates in the management of the Company or lends influence, Mr. Hsiao will have a conflict of interest regarding the affairs of the Company and the affairs of the Manufacturer.
Additionally, there exists a conflict of interest in Mr. Hsiao’s capacity as director and 4.16% shareholder of the Company and as president and director of Miaotien, a distributer of the Nano Fertilizer Products. Although Miaotien is an exclusive distributor in Taiwan because the Company’s right to distribute the Nano Fertilizer Products in Asia is non-exclusive, there is a possibility that Miaotien may want to distribute in other areas of Asia, including those areas that the Company will serve thereby creating competition with the Company. As a member of the board of directors for the Company and Miaotien, Mr. Hsiao, to the extent that he participates, could have influence in the decision making of both the Company and Miaotien and thus a conflict of interest
We have not yet formulated a policy for handling conflicts of interest; however, we intend to do so upon completion of this offering. Mr. Hsiao is aware of his fiduciary duties to the Company and its shareholders and will make every effort to consider the best interests of the Company and its shareholders in connection with the relationships between the Company and the Manufacturer.
Chih-Yuan Hsiao, our president and a member of our Board of Directors; Yu-Chih Hsiao, a member of our Board of Directors; and Min-Tsung Hsiao, a member of our Board of Directors, are brothers.
Ching-Chia Chuang
On November 10, 2015, Mr. Ching-Chia Chuang, our principal financial officer, secretary and treasurer purchased 750,000 shares of our common stock for $750 in cash.
Additionally, Mr. Chuang is the consultant of the Manufacturer.
Mr. Chuang devotes approximately 20 hours per week to the affairs of the Company.
Mr. Chuang is the principal financial officer, secretary and treasurer and 0.75%% shareholder of the common stock of the Company and the consultant for the Manufacturer, accordingly, there exists a possible conflict of interest in his capacity with the Company and the Manufacturer. To the extent that Mr. Chuang participates in the management of the Company or lends influence, Mr. Chuang may have a conflict of interest regarding the affairs of the Company and the affairs of the Manufacturer.
We do not currently have any conflicts of interest by or among our current officer, director, or advisors. We have not yet formulated a policy for handling conflicts of interest, however, we intend to do so prior to hiring any employees. Presently we have one independent director, Siu Wan Claire Hong. We consider independent directors to be individuals who are not employed by the Company in any capacity and who do not have any equity ownership interest in the Company. Our Board of Directors is comprised of our president, Chih-Yuan; Yu-Chih Hsiao; Siu Wan Claire Hong; Ching-Chia Chuang and Min-Tsung Hsiao. We intend to seek additional independent directors for our Board of Directors when we begin generating revenues and are able to provide compensation for our Board of Directors.
Other than as specified above, to the best of our knowledge that there are no transactions involving any director, executive officer, or any security holder who is a beneficial owner or any member of the immediate family of the officers and directors, or any related persons or promoters.