UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 6
TO
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
San Lotus Holding Inc.
(Exact Name of Registrant in its Charter)
Nevada
|
|
7200
|
|
45-2960145
|
(State or other Jurisdiction of
Incorporation)
|
|
(Primary Standard
Industrial Classification
Code)
|
|
(IRS Employer Identification
No.)
|
San Lotus Holding Inc.
Suite 23, 3301 Spring
Mountain Road
Las Vegas, NV 89102
Tel: 702-776-8066
Fax: 702-776-8809
(Address and Telephone Number of Registrant’s
Principal
Executive Offices and Principal Place of
Business)
Autarky Consulting Inc.
Suite 23, 3301 Spring Mountain Road
Las Vegas, NV 89102
(Name and address of agent for service of
process)
Copies of communications to:
Chiang, Tien Jen
Autarky Consulting Inc.
B302D, Kewang Rd, Longtan Township
Taoyuan County 325
Email: rayc1179@gmail.com
(Name and address of agent for service of
process)
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933 check the following box:
x
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement number of the earlier effective registration statement for
the same offering.
¨
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2
of the Exchange Act.
Large accelerated filer
|
¨
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
x
|
EXPLANATORY NOTE
The sole purpose of this Post-Effective
Amendment No. 6 to the Registration Statement on Form S-1 (File No. 333-176694) (the “Registration Statement”) of
San Lotus Holding Inc. (the “Company”) is to complete and update all information disclosed in the Post-Effective Amendment
No. 5 to the Registration Statement by including the updated consents of former and current auditors, attached herein as Exhibit
23.1 and 23.2. No additional securities are being registered under this Post-Effective Amendment No. 6. All applicable registration
fees were paid at the time of the original filing of the Registration Statement.
CALCULATION OF REGISTRATION FEE
Title of Each Class Of Securities to be
Registered
|
|
Amount to be
Registered
|
|
|
Proposed
Maximum
Aggregate
Offering Price
per share
|
|
|
Proposed
Maximum
Aggregate
Offering Price
|
|
|
Amount of
Registration
fee
|
|
Common Stock, $0.10 par value per share
|
|
|
494,000
|
|
|
$
|
.20
|
|
|
$
|
98,800
|
|
|
$
|
8.60
|
|
(1) This Registration
Statement covers the resale by our selling stockholders of up to 494,000 shares of common stock previously issued to such selling
stockholders.
(2) The offering
price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o).
Our common stock is not traded on any national exchange and in accordance with Rule 457 the offering price was arbitrarily determined.
The offering price of $.20 is a fixed price at which the selling security holders may sell their shares until our common stock
is quoted on the OTC Bulletin Board (“OTCBB”), at which time the shares may be sold at prevailing market prices or
privately negotiated prices. There can be no assurance that a market maker will agree to file the necessary documents with the
Financial Industry Regulatory Authority, which operates the OTCBB, nor can there be any assurance that such an application for
quotation will be approved.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION
STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT
WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT
TO SUCH SECTION 8(a), MAY DETERMINE. We intend to commence the proposed sale as soon as practicable after this Registration Statement
becomes effective.
PRELIMINARY PROSPECTUS
NEITHER THE SECURITIES AND EXCHANGE
COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS
IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
SAN LOTUS HOLDING
INC.
494,000 SHARES OF
COMMON STOCK
The selling stockholders named in this
prospectus are offering all of the shares of common stock offered through this prospectus. We will not receive any proceeds from
the sale of the common stock covered by this prospectus. The selling stockholders will receive $.20 per share or an aggregate of
$98,800 if all of the shares are sold.
Our common stock is presently not traded
on any market or securities exchange. The selling security holders have not engaged any underwriter in connection with the sale
of their shares of common stock. The common stock being registered in this registration statement may be sold by selling security
holders at a fixed price of $.20 per share until our common stock is quoted on the OTC Bulletin Board (“OTCBB”) and
thereafter at prevailing market prices or privately negotiated prices or in transactions that are not in the public market. There
can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority
(“FINRA”), which operates the OTCBB, nor can there be any assurance that such an application for quotation will be
approved. We have agreed to bear the expenses relating to the registration of the shares of the selling security holders.
We are an “emerging growth
company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as
such, have elected to comply with certain reduced public company reporting requirements for future filings. Please refer to
discussions under “Prospectus Summary” on page 6 and “Risk Factors” on page 11 of how and when we
may lose emerging growth company status and the various exemptions that are available to us.
The information in this preliminary prospectus
is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities
and Exchange Commission (“SEC”) is effective. This preliminary prospectus is not an offer to sell these securities
and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Investing in our common stock involves
a high degree of risk. See “Risk Factors” beginning on page 11 to read about factors you should consider before buying
shares of our common stock.
The Date of This Prospectus is: ________________________________2012
TABLE OF CONTENTS
ITEM 3: SUMMARY INFORMATION, RISK FACTORS AND RATIO OF EARNINGS
TO FIXED CHARGES
PROSPECTUS SUMMARY
This summary highlights selected
information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider
before investing in the common stock. You should carefully read the entire prospectus, including “Risk Factors,” “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements, before making an
investment decision. In this Prospectus, the terms “Company,” “we,” “us” and “our”
refer to San Lotus Holding Inc.
Overview
We were incorporated in the State of
Nevada on June 21, 2011 as San Lotus Holding Inc. and our fiscal year end is December 31. We are working to develop, build
and operate a global travel and leisure agency business. Our vision is to consolidate travel products and services and
deliver value to the world’s travel population. The development of our services will cost approximately $578,688 over
the next 12 months to implement the next stages of our business plan. These expenses will be divided into two segments: (i)
the development of our wholly-owned Taiwan subsidiary, Green Forest Management Consulting Inc., a Taiwan corporation
(“Green Forest”) and (ii) the general and administrative costs of San Lotus.
Currently,
we have no established bank-financing arrangements. Therefore, it is likely we would need to seek additional financing through
subsequent future private offerings of our equity securities and/or mortgage of land. We have no current plans for additional
financing. As of July 4, 2014,
we had $54,811.05 cash in the bank, $2.93 cash held by our wholly-owned Taiwan (R.O.C.)
subsidiary, Green Forest Management Consulting Inc. and $2,893.07 cash held by our wholly-owned Taiwan (R.O.C.) subsidiary Da
Ren International Development Inc., for purposes of building our travel services business in Taiwan.
Based upon the above, we believe that
San Lotus and Da Ren will not have enough funds to support themselves for remaining months and Green Forest is already almost
out of funds. We will likely have to borrow funds from our President and Chairman, Chen, Li-Hsing, to sustain our operations until
we are able to complete a private placement of our equity securities and/or mortgage our land. If we are unable to satisfy our
cash requirements, we may be unable to proceed with our plan of operations. At present, there have been no loans to the Company
and it is unknown if the Company will obtain needed funds in the future. We have no binding obligation with Mr. Chen to fund our
losses and we have issued him no guarantee that we will repay him in the future.
We are a development stage company
that plans to market global travel products to the retiring baby boomer generation in the Asian markets. Our travel services agency
will be based in Taiwan, with a focus on both outbound and inbound travel services. These travel services will consist both of
planning and booking travel for individuals to get them to various destinations around the globe (providing outbound travel services)
and assisting individuals in planning and booking their travel itinerary upon arrival in Taiwan (providing inbound travel services).
On May 21, 2012, we received approval from
Taiwan’s Ministry of Economic Affairs (the “Ministry of Economic Affairs”) to directly invest in Taiwan through
our wholly owned subsidiary, Green Forest. This approval is the precursor to us establishing our own travel agency in Taiwan. Following
our approval from the Ministry of Economic Affairs, in July, 2012 we injected $300,000 capital into Green Forest, which funds will
be used to build our Taiwan travel services business, bringing Green Forest’s total capital to $300,000. This amount included
$16,700 that we repaid to Chiang, Yu Chang, one of our shareholders, and Yu, Chien Yang, our vice president, who funded to establish
Green Forest as an entity in Taiwan, something we were not allowed to participate in until we gained approval to invest in Taiwan
from Taiwan’s Ministry of Economic Affairs.
The injection of these funds funded the
operations of our Taiwan subsidiary during Green Forest’s first 12 months as our subsidiary. It is likely we would need to
seek additional financing by private placement of our equity securities and/or mortgage our land. But, there can be no assurance
we will be funded as such.
In June 2012, we purchased a condominium
and three vehicles located in California for a total purchase price of $628,141. We made these purchases with the purpose of (1)
having a location for our executives and employees to stay while working in marketing our Taiwan travel services to the California
market; and (2) having a means to transport our clients from the airport to their various destinations when visiting the U.S. In
addition, by having the condominium in California, it will be easier for us to travel to the U.S. to work with our various U.S.
service providers in meeting the Company’s U.S. legal, accounting and compliance needs.
To further explain our purpose in advertising
and investing in the U.S., we expect Taiwanese travel to the U.S. to experience a substantial uptick as Taiwan was recently admitted
to the U.S. Visa Waiver Program (the “Visa Waiver Program”) (as reported at the U.S. Department of Homeland Security’s
website
www.cpb.gov
).
Now that Taiwan has been admitted to the
Visa Waiver Program, Taiwan residents traveling to the U.S. are not required to obtain visas for visits to the U.S. of 90 days
or shorter. Taiwan’s Government Information Office has estimated that the U.S. will experience an approximately $1.8 billion
gain from Taiwanese tourists visiting the U.S. as a result of Taiwan’s admission to the Visa Waiver Program (as reported
in Taiwan Today, a publication of the Taiwan Government Information Office, www.taiwantoday.tw). We intend to take advantage of
that uptick in Taiwan-U.S. travel by making sure to provide quality travel services for Taiwan’s travelers coming to the
U.S.
We are a development stage company
that has generated no revenues. This raises substantial doubt about our ability to continue as a going concern. As of July 4,
2014, we had $54,811.05 in our treasury.
We are focusing our efforts on meeting
the travel demands of the retiring baby boomer generation, initially in Taiwan (R.O.C.) and, subsequently, in the Asia Pacific,
North American and European markets.
We intend to develop and source trips and
services that span Asia and North America, as these areas are the destinations most travelled to within the Taiwan market. After
we have established a solid range of products, we will then expand to include offerings on a global basis.
We plan on becoming a wholesaler as well
as a retailer in most of the products and services we plan to provide. Becoming a “wholesaler as well as a retailer"
means that in addition to selling directly to the end customers, in which case our Company will earn commission revenue while acting
as a retailer, we also plan to distribute our offerings through other travel service providers which will allow us to earn mark-up
revenue while acting as a wholesaler.
Products and Services Offered:
|
¨
|
Transportation:
airlines / buses / car rentals / railways / cruises;
|
|
¨
|
Accommodation:
hotels / resorts / cruises; and
|
|
¨
|
Packaged
holidays / local tours.
|
Our specific services will include investigating
and researching specific companies providing services and destinations that our clients are interested in, as well as suggesting
alternative travel plans and destinations to our customers. We will also investigate and research countries and areas where travel
or service is desired. Our target market is the retiring baby boomer generation.
Our officers currently serve as part-time
travel agents for us and this may lead to a conflict of interest and a loss of business opportunities. Our officers’
present part-time employment with us may divert potential clients and business opportunities for the Company to their other employers,
which may have an adverse consequence on our potential revenues. Our officers may be unable to spend adequate time developing the
Company’s business due to their status as part-time employees with the Company. Currently our officers and directors work
15-20 hours per week for the Company.
Our operations to date have been devoted
primarily to start-up and development activities, which include:
|
1.
|
formation of the Company;
|
|
2.
|
applying for and obtaining the required licenses and permits for our Taiwan office;
|
|
3.
|
development of our business plan;
|
|
4.
|
evaluating various travel destinations;
|
|
5.
|
researching marketing channels and strategies;
|
|
6.
|
developing our initial online website,
www.sanlotusholding.com
; and acquiring land for development
of potential destination real estate sites.
|
Change in Shell Company Status.
As a result of the acquisition of Da Ren
International Development Inc., pursuant to the Stock Purchase Agreement entered into on September 17, 2013, we are no longer considered
a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended), as
the Company now has significant non-cash assets.
Emerging Growth Company Status
We are an “emerging growth company,”
as defined in the JOBS Act. For as long as we are an “emerging growth company,” we have elected to take advantage of
certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging
growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements
of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports
and proxy statements, and exemptions from the requirements of holding advisory “say-on-pay” votes on executive compensation
and shareholder advisory votes on golden parachute compensation.
Under the JOBS Act, we will remain an “emerging growth
company” until the earliest of:
|
·
|
the last day of the fiscal year during which we have total annual gross revenues of $1 billion
or more;
|
|
·
|
the last day of the fiscal year following the fifth anniversary of the completion of this offering;
|
|
·
|
the date on which we have, during the previous three-year period, issued more than $1 billion in
non-convertible debt; and
|
|
·
|
the date on which we are deemed to be a “large
accelerated filer” under the Securities Exchange Act of 1934, or the Exchange Act. We will qualify as a large accelerated
filer as of the first day of the first fiscal year after we have (i) more than $700 million in outstanding common equity held
by our non-affiliates and (ii) been public for at least 12 months. The value of our outstanding common equity will be measured
each year on the last day of our second fiscal quarter.
|
Section 107 of the JOBS Act provides
that we may elect to utilize the extended transition period for complying with new or revised accounting standards. As such, we
have made the election to use the extended transition period for complying with new or revised accounting standards under Section
102(b)(1) of the JOBS Act. Please refer to a discussion on page 11 under “Risk Factors” of the effect on our financial
statements of such election.
Where You Can Find Us
San Lotus Holding Inc.
23 3301 Spring Mountain Road, Las Vegas, Nevada 89102
Tel: 702-776-8066
Fax: 702-776-8809
The Offering
Common stock offered by selling security holders
|
494,000 shares of common stock at $.20 per share or $98,800 in total. This number represents 3.4 percent of our current outstanding common stock (1).
|
|
|
Common stock outstanding before the offering
|
236,224,067 shares.
|
|
|
Common stock outstanding after the offering
|
236,224,067
shares as of July 4, 2014.
|
|
|
Terms of the Offering
|
The selling stockholders will determine when and how they will sell the common stock offered in this prospectus.
|
|
|
Termination of the Offering
|
The offering will conclude upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) such time as all of the common stock becomes eligible for resale without volume limitations pursuant to Rule 144 under the Securities Act, or any other rule of similar effect.
|
|
|
Use of proceeds
|
We are not selling any shares of the common stock covered by this prospectus.
|
|
|
Risk Factors
|
The common stock offered hereby involves a high degree of risk
and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors”
beginning on page 11.
|
|
(1)
|
Based
on 236, 224, 067
shares
of common stock outstanding as of July 4, 2014.
|
SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION
The following summary financial data should be read in conjunction
with “Management’s Discussion and Analysis,” “Plan of Operation” and the Financial Statements and
the related notes included in this prospectus:
|
|
|
|
|
|
|
|
|
|
|
Deficit Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
from2011/6/21
|
|
|
|
|
|
|
|
|
|
|
|
|
(Inception) through
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2013/12/31
|
|
Revenue
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
General and administrative expenses
|
|
|
290,090
|
|
|
|
477,282
|
|
|
|
45,964
|
|
|
|
813,336
|
|
Loss from Operations
|
|
|
(290,090
|
)
|
|
|
(477,282
|
)
|
|
|
(45,964
|
)
|
|
|
(813,336
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
$
|
123
|
|
|
$
|
115
|
|
|
$
|
-
|
|
|
$
|
238
|
|
Loss from long-term investments
|
|
|
-
|
|
|
|
(20,837
|
)
|
|
|
-
|
|
|
|
(20,837
|
)
|
Gain from disposal of long-term investments
|
|
|
-
|
|
|
|
20,837
|
|
|
|
-
|
|
|
|
20,837
|
|
Total other income (expense)
|
|
|
123
|
|
|
|
115
|
|
|
|
-
|
|
|
|
238
|
|
Net loss before income taxes
|
|
|
(289,967
|
)
|
|
|
(477,167
|
)
|
|
|
(45,964
|
)
|
|
|
(813,098
|
)
|
Provision for income taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(289,967
|
)
|
|
|
(477,167
|
)
|
|
|
(45,964
|
)
|
|
|
(813,098
|
)
|
Net loss attributable to noncontrolling interest
|
|
|
(193
|
)
|
|
|
(53,248
|
)
|
|
|
-
|
|
|
|
53,441
|
|
Net loss attributable to San Lotus Holding
Inc.
|
|
|
(289,774
|
)
|
|
|
(423,919
|
)
|
|
|
(45,964
|
)
|
|
|
(759,657
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss Per Share-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted
|
|
|
(0.01
|
)
|
|
|
(0.05
|
)
|
|
|
(0.03
|
)
|
|
|
(0.05
|
)
|
Weighted Average Shares Outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted
|
|
|
27,130,714
|
|
|
|
9,370,002
|
|
|
|
1,649,485
|
|
|
|
14,748,931
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(289,967
|
)
|
|
$
|
(477,167
|
)
|
|
$
|
(45,964
|
)
|
|
$
|
(759,657
|
)
|
Foreign currency translation adjustment, net
of tax
|
|
|
(102,733
|
)
|
|
|
7,208
|
|
|
|
-
|
|
|
|
(102,733
|
)
|
Total comprehensive income (loss)
|
|
|
(392,700
|
)
|
|
|
(469,959
|
)
|
|
|
(45,964
|
)
|
|
|
(862,390
|
)
|
Comprehensive income (loss) attributable to
the noncontrolling interest
|
|
|
(193
|
)
|
|
|
(53,248
|
)
|
|
|
-
|
|
|
|
(53,441
|
)
|
Comprehensive income (loss) attributable
to San Lotus Holding Inc.
|
|
$
|
(392,507
|
)
|
|
$
|
(416,711
|
)
|
|
$
|
(45,964
|
)
|
|
$
|
(462,675
|
)
|
RISK FACTORS
The shares of our common stock being
offered for resale by the selling security holders are highly speculative in nature, involve a high degree of risk and should be
purchased only by persons who can afford to lose the entire amount invested in the common stock. Before purchasing any of the shares
of common stock, you should carefully consider the following factors relating to our business and prospects. If any of the following
risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case,
you may lose all or part of your investment. You should carefully consider the risks described below and the other information
in this process before investing in our common stock.
Risks Related to Our Business
WE MAY NEED ADDITIONAL CAPITAL TO DEVELOP OUR BUSINESS.
The development of our services will
require the commitment of substantial resources of approximately $578,688 over the next 12 months to implement the next stages
of our business plan. Currently, we have no established bank-financing arrangements. Therefore, it is likely we would need to
seek additional financing through subsequent future private offerings of our equity securities. We have no current plans for additional
financing. As of July 4, 2014, we had $54,811.05 cash in the bank, $2.93 cash held by our wholly-owned Taiwan (R.O.C.) subsidiary,
Green Forest Management Consulting Inc. and $2,893.07 cash held by our wholly-owned Taiwan (R.O.C.) subsidiary Da Ren International
Development Inc., for purposes of building our travel services business in Taiwan. We expect the remainder of the needed funds
to come in the form of loans from our president and founder, Chen Li Hsing.
We cannot give you any assurance that any
additional financing will be available to us or, if available, will be on terms favorable to us. The sale of additional equity
securities will result in dilution to our stockholders. The occurrence of indebtedness would result in increased debt service obligations
and could require us to agree to operating and financing covenants that would restrict our operations. If adequate additional financing
is not available on acceptable terms, we may not be able to implement our business development plans or continue our business operations.
We believe the only source of funds that would be realistic at this stage of our operation is through a loan from our president
and the sale of equity capital. At this time we have no guarantee or written loan agreement with our president, just a verbal agreement.
Now that our stock is quoted on the OTCBB, we may have the opportunity to participate in the equity markets and raise the necessary
capital through the sale of our stock. There is no assurance, however, that we will be able to raise capital through the sale of
our stock.
WE HAVE A LIMITED OPERATING HISTORY
AND FACE MANY OF THE
RISKS AND DIFFICULTIES FREQUENTLY ENCOUNTERED BY DEVELOPMENT STAGE COMPANIES.
We are a development stage company
and, to date, our development efforts have been focused primarily on the development and marketing of our business model and website.
We have a limited operating history for investors to evaluate the potential of our business development. We have not yet built
our customer base or our brand name and it is possible we never will. In addition, we face many of the risks and difficulties
inherent in gaining market share as a new company.
Our operations to date have been devoted
primarily to start-up and development activities, which include:
|
1.
|
formation of the Company;
|
|
2.
|
development of our business plan;
|
|
3.
|
evaluating various travel destinations;
|
|
4.
|
researching marketing channels and strategies;
|
|
5.
|
developing our web site: www.sanlotusholding.com; and
|
|
6.
|
acquiring land for potential destination real estate development.
|
Our future will depend on our ability to
bring our service to the marketplace, which requires careful planning, without incurring unnecessary cost and expense.
GOVERNMENT REGULATIONS MAY NEGATIVELY
AFFECT OUR BUSINESS AND DEVELOPMENT OPPORTUNITIES.
With the addition of land and land development
projects in Taiwan, we will be subject to additional governmental regulations that may limit our operations or create delays as
we may be required to obtain additional permits and governmental consent to our development projects and/or land usage. Any additional
requirements for permits or regulations that need to be complied with may cause us to incur additional expense.
WE WILL BE SUBJECT TO ENVIRONMENTAL
LAWS AND THE COST OF COMPLIANCE COULD ADVERSELY AFFECT OUR
BUSINESS.
With the ownership of land, we will be
subject to various environmental laws. Compliance with these laws may cause us to incur additional expense or delay in our land
development projects.
DUE TO OUR REAL ESTATE DEVELPOPMENT
PLANS, WE WILL FACE FIXED COSTS DUE TO PROPERTY TAX AND PROPERTY INSURANCE REQRUIREMENTS.
Our business strategy concerning our real
estate development business involves high fixed costs, including property taxes and insurance costs, which we may be unable to
adjust in a timely manner in response to any reduction in our revenues. The land we have acquired is uninsured at present and has
a yearly property tax of NT$39,646 (US$1,300). We will need to insure the property in the future and we will be able to better
estimate insurance costs as we determine how we are going to utilize the property, which we intend to do following the completion
of additional land and land holding company acquisitions, which we expect to complete sometime in the first quarter of 2014.
OUR REAL ESTATE DEVELOPMENT EFFORTS MAY BE DELAYED OR UNSUCCESSFUL
IN THE EVENT WE ARE UNABLE TO
RAISE ADDITIONAL FUNDS.
The real estate development industry is
capital intensive, and real estate development requires significant up-front expenditures to develop land and begin construction.
Accordingly, we will require substantial expenditures to finance our land development activities. Although we believe that internally
generated funds will be sufficient to fund our capital and other expenditures, the amounts available from such sources will not
be adequate to meet funding requirements for our planned development and construction activities. We do not yet know how much the
real estate development portion of our business will cost as we have just begun the process of acquiring land that we will use
for development. Once we have acquired the lands for which we have entered into non-binding letters of intent for acquisition,
we will evaluate our development plans and further determine how much we expect the land development to cost. We will likely need
to seek additional capital in the form of sales of our equity securities to meet these funding needs. Our failure to obtain sufficient
capital to fund our planned expenditures could have a material adverse effect on our business and operations and our results of
operations in future periods.
AVAILABILITY OF THE INTERNET MAKES IT
MUCH EASIER FOR INDIVIDUALS TO PLAN THE DETAILS OF THEIR OWN TRIPS.
The availability of the Internet makes
it much easier for affluent individuals and others to plan the details of their own trips, thereby eliminating the fees we hope
to collect. Such self-managed trips may have caused many travel agencies to go out of business in recent years and may continue
to cause travel agencies to go out of business.
IF WE ARE NOT ABLE TO LOCATE TRAVELERS
WILLING TO PAY FOR TRAVEL SERVICES WE MAY HAVE TO CEASE OPERATIONS.
The travel industry in general is ruled
by those who can provide service at the lowest price. The Company aims to reach travelers who are willing and able to pay for travel
design services and it may be difficult to find these travelers in numbers large enough to make our business model work well enough
to attain profitability. If we are unable to locate travelers willing to pay for our travel services we may not be able to continue
our business operations.
UNCERTAINTY AND ADVERSE CHANGES IN THE
GENERAL ECONOMIC CONDITIONS OF THE MARKETS IN WHICH WE WILL PARTICIPATE MAY NEGATIVELY AFFECT OUR BUSINESS.
Current and future conditions in the economy
have an inherent degree of uncertainty. It is even more difficult to estimate growth or contraction in various parts, sectors and
regions of the economy, including the markets in which we will participate. As a result, it is difficult to estimate the level
of growth or contraction for the economy as a whole. Adverse changes may occur as a result of soft global economic conditions,
rising oil prices, wavering consumer confidence, unemployment, declines in stock markets, contraction of credit availability, or
other factors affecting economic conditions in general. These changes may negatively affect our sales and/or increase our exposure
to losses. These possible changes may also affect the ability for a start-up company like us to raise sufficient capital in the
U.S. equity market.
OUR OFFICERS AND DIRECTORS CONTROL
36.61 PERCENT OF THE COMPANY GIVING THEM SIGNIFICANT VOTING POWER
AND MAY TAKE ACTIONS THAT MAY NOT BE IN THE BEST
INTEREST OF ALL OTHER STOCKHOLDERS.
Because our officers and directors
together hold 36.61 percent of our common stock, they may be able to exert significant control over our management and affairs
requiring stockholder approval, including approval of significant corporate transactions. They may also be able to determine their
compensation.
WE MAY INCUR SIGNIFICANT COSTS TO BE
A PUBLIC COMPANY AND TO ENSURE COMPLIANCE WITH U.S. CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS AND WE MAY NOT BE ABLE TO
ABSORB SUCH COSTS.
We may incur significant costs associated
with our public company reporting requirements, costs associated with applicable corporate governance requirements, including requirements
under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these
applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities
more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more
expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and
coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for
us to attract and retain qualified individuals to serve on our board of directors or as executive officers. While we do not presently
have D&O insurance for our officers and directors, we intend to acquire D&O insurance in the future. We are estimating
our annual costs for being a publicly reporting company to be approximately $160,000 range for the next few years. In addition,
we may not be able to absorb these costs of being a public company, which will negatively affect our business operations.
THE LACK OF PUBLIC COMPANY EXPERIENCE
OF OUR MANAGEMENT TEAM COULD ADVERSELY IMPACT OUR ABILITY TO COMPLY WITH THE REPORTING REQUIREMENTS OF U.S. SECURITIES LAWS.
Our management team lacks public company
experience, which could impair our ability to comply with legal and regulatory requirements, such as those imposed by the Sarbanes-Oxley
Act of 2002. Our senior management has never had responsibility for managing a publicly traded company. Such responsibilities include
complying with federal securities laws and making required disclosures on a timely basis. Our senior management may not be able
to implement programs and policies in an effective and timely manner that adequately respond to such increased legal, regulatory
compliance and reporting requirements, including establishing and maintaining internal controls over financial reporting. Any such
deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting
requirements of the Securities Exchange Act of 1934, which is necessary to maintain our public company status. If we fail to fulfill
those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire
investment in our company.
OUR OFFICERS AND DIRECTORS HAVE THE
ABILITY TO DETERMINE THEIR SALARY AND PERQUISITES WHICH MAY CAUSE US TO HAVE A LACK OF FUNDS AVAILABLE FOR NET INCOME.
Because our officers and directors have
the discretion to determine their salary and perquisites we may have no net income. If our officers determine that their salaries
are at a level above our potential earnings the company may not have funds available.
AS A SMALLER TRAVEL COMPANY WITH REPORTING
OBLIGATIONS, AND AS THE TRAEL INDUSTRY HAS LOW BARRIERS TO ENTRY, WE MAY BE AT A COMPETITIVE DISADVANTAGE TO OTHER TRAVEL COMPANIES.
Because the travel market is competitive,
is driven in part by costs and consists mostly of private companies that do not have public reporting obligations, our reporting
obligations may put us at a competitive disadvantage. The travel industry has low barriers to entry. In addition, we face additional
expenses that a private travel company does not have such as PCAOB auditor fees, EDGAR filing fees and legal fees related to our
SEC reporting obligations. Other non-public travel companies do not incur these costs. We are at a competitive disadvantage to
our competitors because of this.
OUR OFFICERS CURRENTLY WORK AS PART-TIME
TRAVEL AGENTS WHICH MAY POTENTIALLY LEAD TO A CONFLICT OF
INTEREST.
Our officers currently serve as part-time
travel agents and this may lead to a conflict of interest and potentially lead to a loss of business opportunities. Our officers’
current part-time employment may divert potential clients and business opportunities for the Company to their other businesses.
This may have an adverse consequence on our potential revenues. Our officers may be unable to spend adequate time developing the
Company’s business because of their current part-time status with the Company. Currently they each work 15-20 hours per week
for the Company.
WE WILL NEED GOVERNMENT APPROVAL TO
OPERATE TRAVEL AGENCIES IN THE COUNTRIES WHERE WE PLAN TO HAVE OPERATIONS.
We will need government approval to operate
travel agencies in the countries where we have operations. For example, in Taiwan (Republic of China), we need to obtain the approval
of the Tourism Bureau under the Ministry of Transportation and Communications. Accordingly, we will have to comply with the relevant
laws regulating our activities. At this time, we have obtained consent from the Ministry of Commerce of Taiwan (R.O.C.) to directly
invest into Taiwan through our wholly owned subsidiary, Green Forest Management Consulting Inc., but we have not yet received permission
to operate a travel agency. There are a number of requirements we will need to meet under the laws of Taiwan in obtaining and maintaining
a license to operate a travel agency. The more pertinent requirements include (1) meeting capital base requirements by type of
travel agency, (2) maintenance of statutory deposit/reserve by type of travel agency and number of branches, and (3) qualification
of management personnel, among others.
Our company has enough capital to meet
the capital and statutory reserve requirements for operating a travel agency in Taiwan after taking into account the costs of our
business plan and cost of operations. As an example, to be a type B travel agency in Taiwan, the minimum capital requirement is
equivalent to $100,000, with a required statutory reserve of $20,000 for the main office and $5,000 per branch office. A type B
travel agency is one that is permitted to carry out the following travel-related business:
|
·
|
to sell transportation tickets on behalf of vendors;
|
|
·
|
to purchase transportation tickets on behalf of customers;
|
|
·
|
to arrange travel, accommodation, transportation and other travel related services for customers;
|
|
·
|
to promote travel tours to domestic customers on behalf of other travel agencies;
|
|
·
|
to design domestic travel plans;
|
|
·
|
to provide travel related consulting services; and
|
|
·
|
to operate any other travel related business permitted by the regulatory body.
|
We intend to apply for and operate as a
type B travel agency. We have no plans to operate as any other type of travel agency in Taiwan. These activities combined allow
us to market the global travel products referred to throughout the prospectus.
A summary of the legal requirements for
the qualifications of management personnel are listed below. Qualified persons are those who fulfill any one of the following requirements:
|
1.
|
a college degree holder with a minimum of two years of experience as the principal officer of another
travel agency;
|
|
2.
|
a college degree holder with a minimum of three years of management experience in the travel industry;
|
|
3.
|
a college degree holder with a minimum of four years of experience in the travel industry or a
minimum of six years of experience as a tour guide; or
|
|
4.
|
a minimum of ten years of experience working in the travel industry.
|
Both our President and Chief Executive
Officer have college degrees and extensive experience in the travel industry (five years and fifteen years in management positions,
respectively), thus qualifying them for fulfilling the legal requirements in holding management positions in a travel agency in
Taiwan.
Risk Related To Our Capital Stock
WE ARE AN “EMERGING GROWTH COMPANY”
AND ANY DECISION ON OUR PART TO COMPLY ONLY WITH CERTAIN REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO “EMERGING GROWTH COMPANIES”
COULD MAKE OUR COMMON
STOCK LESS ATTRACTIVE TO INVESTORS.
We are an “emerging growth company,”
as defined in the Jumpstart Our Startup Businesses Act (the “JOBS Act”), and, for as long as we continue to be an “emerging
growth company,” we have elected to take advantage of exemptions from various reporting requirements applicable to other
public companies but not to “emerging growth companies,” including, but not limited to, not being required to comply
with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding
executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could
be an “emerging growth company” for up to five years or until the earliest of (i) the last day of the first fiscal
year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer”
as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock held by non-affiliates
exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which
we have issued more than $1 billion in non-convertible debt during the preceding three year period.
In addition, Section 107 of the JOBS Act
also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section
7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting
standards. In other words, because we are an “emerging growth company,” we can delay the adoption of certain accounting
standards until those standards would otherwise apply to private companies.
BECAUSE WE HAVE ELECTED TO DEFER COMPLIANCE
WITH NEW OR REVISED ACCOUNTING STANDARDS, OUR FINANCIAL STATEMENT DISCLOSURE MAY NOT BE COMPARABLE TO SIMILAR COMPANIES.
We have elected to use the extended transition
period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This allows us to delay
the adoption of new or revised accounting standards that have different effective dates for public and private companies until
those standards apply to private companies. Because of this election, our financial statements may not be comparable to companies
that comply with public company effective dates.
OUR STATUS AS AN “EMERGING GROWTH
COMPANY” UNDER THE JOBS ACT OF 2012 MAY MAKE IT MORE DIFFICULT TO
RAISE CAPITAL AS AND WHEN WE NEED IT.
Because of the exemptions from various
reporting requirements provided to us as an “emerging growth company,” and because of the extended transition period
emerging growth companies are allowed for complying with new or revised financial accounting standards, we may be less attractive
to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare
our business with other companies in our industry if they believe that our financial accounting is not as transparent as other
companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results
of operations may be materially and adversely affected.
BECAUSE WE WERE A “SHELL COMPANY”
CERTAIN INVESTORS IN OUR COMPANY WILL NOT BE ABLE TO UTILIZE RULE 144
TO SELL THEIR SHARES UNTIL AT LEAST ONE YEAR AFTER
WE CEASE TO BE A SHELL COMPANY.
The Shares issued to investors in the Company
cannot be sold pursuant to Rule 144 promulgated under the Securities Act until one year after the Company ceases to be a shell
company. In general, under Rule 144 as currently in effect, a person (or persons whose shares are aggregated) who has beneficially
owned restricted securities shares for at least six months, including persons who may be deemed “affiliates” of the
Company, as the term is defined under the Securities Act, would be entitled to sell within any three month period a number of shares
that does not exceed the greater of 1% of the then outstanding shares or the average weekly trading volume of shares during the
four calendar weeks preceding such sale. Sales under Rule 144 are also subject to certain manner-of-sale provisions, notice requirements
and the availability of current public information about the Company. A person who has not been an affiliate of the Company at
any time during the three months preceding a sale, and who has beneficially owned his or her shares for at least one year, would
be entitled under Rule 144 to sell such shares without regard to any volume limitations under Rule 144.
San Lotus Holding Inc. was a shell company
prior to filing the periodic report on Form 8-K on September 20, 2013 and therefore a majority of its shareholders may not currently
utilize Rule 144 to sell their shares. Rule 144 is not available for sales of shares of companies that are or have been “shell
companies” except under certain conditions. The Company completed an acquisition and has removed its status as a shell company
by filing the report on Form 8-K on September 20, 2013. Shareholders are able to utilize Rule 144 one year after the filing of
the Form 8-K, assuming it files the documents it is required to file as a reporting company. Investors in the Company whose shares
were registered in a registration statement will be able to sell their shares pursuant to said registration statement.
OUR STOCK HAS ONLY BEEN TRADED ON THE
OVER-THE-COUNTER BULLETIN BOARD FOR A SHORT TIME, THERE HAS ONLY BEEN LIMITED TRADING ACTIVITY AND THERE IS LIMITED HISTORY WITH
WHICH TO ESTIMATE FUTURE TRADING ACTIVITY IN OUR STOCK.
Although the Company’s Common Stock
is approved for trading on the Over-the-Counter Bulletin Board, there has only been little trading activity in the stock. Accordingly,
there is no history on which to estimate the future trading price range of the Common Stock. If the Common Stock trades below $5.00
per share, trading in the Common Stock will be subject to the requirements of certain rules promulgated under the Securities Exchange
Act of 1934, as amended (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-FINRA equity security that has a market share of less
than $5.00 per share, subject to certain exceptions).
Such rules require the delivery, prior
to any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith and
impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers
and accredited investors (generally defined as an investor with a net worth in excess of $1,000,000 or annual income exceeding
$200,000 individually or $300,000 together with a spouse). For these types of transactions, the broker-dealer must make a special
suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to
the sale. The broker-dealer 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-dealer’s
presumed control over the market.
Such information must be provided to the
customer orally or in writing before or with the written confirmation of trade sent to the customer. Monthly statements must be
sent disclosing recent additional burdens imposed upon broker-dealers by such requirements could discourage broker-dealers from
effecting transactions in the Common Stock which could severely limit the market liquidity of the Common Stock and the ability
of holders of the Common Stock to sell it.
WE MAY NEVER PAY ANY DIVIDENDS TO STOCKHOLDERS.
We have never declared or paid any cash
dividends or distributions on our capital stock. We currently intend to retain our future earnings, if any, to support operations
and to finance expansion and, therefore, we do not anticipate paying any cash dividends on our common stock in the foreseeable
future. The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors and
will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital
requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will
be paid and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.
BECAUSE SOME OF OUR OFFICERS AND DIRECTORS
LIVE OUTSIDE OF THE UNITED STATES, YOU MAY HAVE NO EFFECTIVE RECOURSE AGAINST THEM FOR MISCONDUCT AND MAY NOT BE ABLE TO ENFORCE
JUDGMENTS AND CIVIL LIABILITIES AGAINST THEM. INVESTORS MAY NOT BE ABLE TO RECEIVE COMPENSATION FOR DAMAGES TO THE VALUE OF THEIR
INVESTMENT CAUSED BY WRONGFUL ACTIONS BY OUR DIRECTORS AND OFFICERS.
Some of our officers and directors live
outside the U.S. As a result, it may be difficult for investors to enforce within the U.S. any judgments obtained against those
officers and directors, or obtain judgments against them outside of the U.S. that are predicated upon the civil liability provisions
of the securities laws of the U.S. or any state thereof. Investors may not be able to receive compensation for damages to the value
of their investment caused by wrongful actions by our directors and officers.
OUR BYLAWS PROVIDE FOR INDEMNIFICATION
OF OFFICERS AND DIRECTORS AT OUR EXPENSE AND LIMIT THEIR LIABILITY WHICH MAY RESULT IN A MAJOR COST TO US AND HURT THE INTERESTS
OF OUR STOCKHOLDERS BECAUSE CORPORATE RESOURCES MAY BE EXPENDED FOR THE BENEFIT OF OFFICERS AND/OR DIRECTORS.
Our bylaws and applicable Nevada law provide
for the indemnification of our directors, officers, employees and agents, under certain circumstances, against attorney’s
fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or
activities conducted on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees
or agents upon such person’s written promise to repay us if it is ultimately determined that any such person shall not have
been entitled to indemnification. This indemnification policy could result in substantial expenditures by us which we will be unable
to recoup. At this time we do not carry liability insurance for our officers and directors.
We have been advised that, in the opinion
of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the
Securities Act of 1933, as amended (the “Securities Act”), and is, therefore, unenforceable. In the event that a claim
for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or
paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a
director, officer or controlling person in connection with the securities being registered, we will (unless in the opinion of our
counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether
indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving
negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market
ever develops.
OUR COMMON STOCK IS CONSIDERED A PENNY
STOCK, WHICH MAY BE SUBJECT TO RESTRICTIONS ON MARKETABILITY, SO YOU MAY NOT BE ABLE TO SELL YOUR SHARES.
We are subject to the penny stock rules
adopted by the Securities and Exchange Commission that require brokers to provide extensive disclosure to their customers prior
to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common
stock, which in all likelihood would make it difficult for our stockholders to sell their securities.
Penny stocks generally are equity securities
with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ
system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules,
to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock
market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation
of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny
stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock
is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements
may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject
to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers
from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These
requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common
stock.
THERE IS NO ASSURANCE OF THE DEVELOPMENT
OF A PUBLIC MARKET FOR OUR COMMON STOCK OR THAT OUR COMMON STOCK WILL EVER TRADE ON A RECOGNIZED EXCHANGE. THEREFORE, YOU MAY BE
UNABLE TO LIQUIDATE YOUR INVESTMENT IN OUR STOCK.
There is no established public trading
market for our common stock. While our stock is listed on the OTCBB, a market for our stock has yet to develop and there can be
no assurance that a regular trading market will develop or, if developed, that such a market will be sustained. In the absence
of a trading market, investors may be unable to liquidate their investments.
IF WE ARE DEEMED TO BE AN INVESTMENT
COMPANY, WE MAY BE REQUIRED TO INSTITUTE BURDENSOME COMPLIANCE REQUIREMENTS AND OUR ACTIVITIES MAY BE RESTRICTED, WHICH MAY MAKE
IT DIFFICULT FOR US TO COMPLETE STRATEGIC ACQUISITIONS OR EFFECT COMBINATIONS.
If we are deemed an investment company
under the Investment Company Act of 1940 (the “Investment Company Act”), our business would be subject to applicable
restrictions under that Act, which could make it impracticable for us to continue our business as contemplated.
We believe our company is not an investment
company due to the exemption under Section 3(b)(1) of the Investment Company Act because we are primarily engaged in a non-investment
company business. We intend to conduct our operations so that we will not be deemed an investment company. However, if we were
to be deemed an investment company, restrictions imposed by the Investment Company Act
,
including limitations on our capital
structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated.
ITEM 4: USE OF PROCEEDS
We will not receive any proceeds from
the sale of our common stock by the selling security holders. All of the net proceeds from the sale of our common stock will go
to the selling security holders as described below in the sections entitled “Selling Security Holders” and “Plan
of Distribution.” We have agreed to bear the expenses relating to the registration of our common stock for the selling security
holders.
ITEM 5: DETERMINATION OF OFFERING
PRICE
Since our common stock is not listed
or quoted on any exchange or quotation system, the offering price of the shares of our common stock was arbitrarily determined.
The offering price of the shares of our common stock does not necessarily bear any relationship to our book value, assets, past
operating results, financial condition or any other established criteria of value. The facts considered in determining the offering
price were our financial condition and prospects, our limited operating history and the general condition of the securities market.
Although our common stock is not listed
on a public exchange, we will be filing to obtain a listing on the OTCBB concurrently with the filing of the effective notice
of this prospectus. In order to be quoted on the OTCBB, a market maker must file an application on our behalf in order to make
a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA,
which operates the OTCBB, nor can there be any assurance that such an application for quotation will be approved.
In addition, there is no assurance
that our common stock will trade at market prices in excess of the initial offering price as prices for the common stock in any
public market which may develop will be determined in the marketplace and may be influenced by many factors, including the stock’s
depth and liquidity.
ITEM 6: DILUTION
The common stock to be sold by the
selling stockholders provided in the “Selling Security Holders” section is common stock that is currently issued.
Accordingly, there will be no dilution to our existing stockholders.
ITEM 7: SELLING SECURITY HOLDERS
The common shares being offered for
resale by the selling stockholders consists of 494,000 shares of our common stock held by 46 selling stockholders as of October
12, 2012. Of these shares, 480,000 shares of common stock were offered and sold to 40 of the selling stockholders at a purchase
price of $0.15 and 8,020,000 shares of common stock were sold to the six founders and affiliates for $.10 of which we are registering
14,000 shares of common stock for them for a total of 494,000 shares of common stock pursuant to the exemption from registration
under Regulation S under the Securities Act.
We do not have any outstanding options,
warrants or other securities presently exercisable for or convertible into shares of our common stock.
We relied upon Regulation S of the
Securities Act of 1933, as amended, for the issuances to non-US citizens or residents.
We believed that Regulation S was available
because:
|
·
|
none
of these issuances involved underwriters, underwriting discounts or commissions;
|
|
·
|
we
placed Regulation S required restrictive legends on all certificates issued;
|
|
·
|
no
offers or sales of stock under the Regulation S offering were made to persons in the
United States; and
|
|
·
|
no
direct selling efforts of the Regulation S offering were made in the United States.
|
In connection with the above transactions,
although some of the investors may have also been accredited, we provided the following to all investors:
|
·
|
access
to all our books and records;
|
|
·
|
access
to all material contracts and documents relating to our operations; and
|
|
·
|
the
opportunity to obtain any additional information, to the extent we possessed such information,
necessary to verify the accuracy of the information to which the investors were given
access.
|
Prospective investors were invited
to review at our offices at any reasonable hour, after reasonable advance notice, any materials available to us concerning our
business. Prospective investors were also invited to visit our offices.
The following table sets forth
the name of the selling stockholders, the number of shares of common stock beneficially owned by each of the selling
stockholders as of July 4, 2014, and the number of shares of common stock being offered by each of the selling stockholders.
The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may
offer all or part of the shares for resale from time to time. However, the selling stockholders are under no obligation to
sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon
effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling
stockholders.
None of the selling stockholders is
a registered broker-dealer or an affiliate of a registered broker-dealer. Each of the selling stockholders has acquired his, her
or its shares pursuant to a private placement solely for investment purposes and not with a view to or for resale or distribution
of such securities. The shares were offered and sold to the selling stockholders at a purchase price of $0.15 per share in a private
placement, pursuant to the exemption from the registration under the Securities Act provided by section 3(b) of the Securities
Act.
Name of Selling Stockholder and
Position, Office or Material
Relationship with Company
|
|
Common
Shares Owned
by the Selling
Stockholder(2)
|
|
|
Total Shares to
be Registered
Pursuant to
this Offering
|
|
|
Percentage of
Common
Stock Before
Offering
|
|
|
Number of Shares
Owned by Selling
Stockholder After
Offering and
Percent of Total
Issued and
Outstanding(1)
|
|
CHEN, TSENG CHIH-YING (3)
|
|
|
782,125
|
|
|
|
7,500
|
|
|
|
*
|
|
|
|
774,625
|
|
|
|
*
|
|
CHEN, LI-HSING (4)
|
|
|
76,903
|
|
|
|
500
|
|
|
|
*
|
|
|
|
76,403
|
|
|
|
*
|
|
DA CHUANG BUSINESS MGT CONSULTANTS CO. LTD (CHEN KUAN-YU) (5)(7)
|
|
|
12,837,935
|
|
|
|
1,000
|
|
|
|
5.43
|
|
|
|
12,836,935
|
|
|
|
5.43
|
|
SONGHAI MGT CONSULTING CO. LTD (YU CHIEN YANG) (6)(7)
|
|
|
151,593
|
|
|
|
1,500
|
|
|
|
*
|
|
|
|
150,093
|
|
|
|
*
|
|
YU, CHIEN-YANG (7)(8)
|
|
|
40,065,173
|
|
|
|
1,000
|
|
|
|
16.96
|
|
|
|
40,064,173
|
|
|
|
16.96
|
|
CHEN, KUAN-YU (9)
|
|
|
9,851,574
|
|
|
|
2,500
|
|
|
|
4.17
|
|
|
|
9,849,074
|
|
|
|
4.17
|
|
CHANG, HSIN-YU
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
JAN, DE-SEN
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
TSENG, JUI-CHUN
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
LIN, HUI CHUAN
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
CHIANG, YU-CHANG (10)
|
|
|
2,862,334
|
|
|
|
12,000
|
|
|
|
1.21
|
|
|
|
2,850,334
|
|
|
|
1.21
|
|
JIANG, YU-TU
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
LIN, CHIN-CHAI
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
JIANG, JIN-AN
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
KUAN, CHANG-YU
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
CHEN, CHUAN-CHUNG
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
LIN, MU-CHEN (11)
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
LAI, CHIA-LING
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
YU, TING-TING
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
CHEN, SI-FAN
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
CHEN, CHENG-LUNG
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
FANG, HAI-ING
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
LIN, SHAN-WEI
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
WANG, CHING
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
YU, CHIN-YU
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
CHEN, YU-HSUAN
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
XU, XIAO-FANG
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
YUEN, SO-WAN
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
LEUNG, TZE-FUNG
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
CHEN, PIN-YU
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
TSENG, SHIU-CHUN
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
CHANG, TSEN HSIH-CHI
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
LOONG, CHIEH JIMMY
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
NG, KWOK WING
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
LIN, HSIU-YUN
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
YEN, HSIU-CHEN
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
SUN, YAO-FAN
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
CHIU, SHUEI-MING
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
CHANG, HSIU-CHUN
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
LO, YU-HUI
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
CHU, FU-YUN
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
LI, WENJIAN SNOW
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
LAM, MEI-CHING DORIS
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
KUO, SHU WEN-JIA
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
LY, JUDY
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
CANTINE, MAGGIE PING HSU
|
|
|
12,000
|
|
|
|
12,000
|
|
|
|
*
|
|
|
|
0
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
67,095,637
|
|
|
|
494,000
|
|
|
|
27.77
|
|
|
|
66,601,637
|
|
|
|
27.77
|
|
*Less than 1%
(1) Assumes all of the shares of common
stock offered are sold and 236, 224, 067 shares of common stock are issued and outstanding.
(2) Beneficial ownership is determined
in accordance with SEC rules and generally includes voting or investment power with respect to the securities.
(3) Chen, Tseng Chih-Ying is our Chief
Executive Officer and has resigned from the position of Director of the Company on June 12, 2014.
(4) Cheng, Li-Hsing is our President
and a director of the Company.
(5) Yu, Chien-Yang is a director of
Da Chuang Mgt. Consultants Co., Ltd. and maintains voting and investment control over the selling stockholder.
(6) Yu, Chien-Yang is president of
Songhai Mgt. Consulting Co., LTD. and maintains voting and investment control over the selling stockholder. And, Yu, Chien-Yang
beneficially owns 100 % of Songhai Mgt. Consulting Co., LTD.
(7) Yu, Chien-Yang is our Vice President,
director and a founder of the Company.
(8) (i) Consists of 142,677 shares
of common stock beneficially owned by Yu, Chien-Yang; (ii) 6,008,011 shares of common stock beneficially owned by Darkin Ltd.,
a Seychelles limited company, over which Mr. Yu exercises voting and investment control; (iii) 3,337,784 shares of common stock
beneficially owned by Gold Piven Ltd., a BVI limited company, over which Mr. Chen, Kuan-Yu exercises voting and investment control;(iv)
731,876 shares of common stock beneficially owned by Ping East Ltd., a Seychelles limited company, over which Mr. Yu exercises
voting and investment control;(v) 1,268,537 shares of common stock beneficially owned by Rocky Yu Ltd., a Seychelles limited company,
over which Mr. Yu exercises voting and investment control;(vi) 1,268,537 shares of common stock beneficially owned by Jackson
Yu Ltd., a Seychelles limited company, over which Mr. Yu exercises voting and investment control;(vii) 1,268,537 shares of common
stock beneficially owned by Dennis Yu Ltd., a Seychelles limited company, over which Mr. Yu exercises voting and investment control
(viii) 26,039,214 shares of common stock beneficially owned by Ocean Reserve Ltd., a Seychelles limited company, over which Mr.
Yu exercises voting and investment control.
(9) (i)Chen, Kuan-Yu is our secretary
and director.(ii) Consists of 254,132 shares of common stock beneficially owned by Chen, Kuan-Yu (iii) 6,800,222 shares of common
stock beneficially owned by Wang Wang Ltd., a Seychelles limited company, over which Mr. Chen exercises voting and investment
control (iv) 1,547,220 shares of common stock beneficially owned by Allegro Equity Ltd., a Seychelles limited company, over which
Lia Wang, Mr. Chen’s wife, exercises voting and investment control. (v) 1,250,000 shares of common stock beneficially owned
by Bellini Ventures Ltd., a Seychelles limited company, over which Lia Wang, Mr. Chen’s wife, exercises voting and investment
control.
(10) (i) Chiang, Yu-Chang is chairman
of our wholly-owned subsidiary, Green Forest Management Consulting Inc., a Taiwan (R.O.C.) company.(ii) Consists of 12,000 shares
of common stock beneficially owned by Chiang Yu-Chang (iii) 2,600,000 shares of common stock beneficially owned by Big Head Fish
Ltd., a Seychelles limited company, over which Mr. Chiang exercises voting and investment control. (iv) 250,334 shares of common
stock beneficially owned by Yamiyo Limited, a Seychelles limited company, over which Mr. Chiang exercises voting and investment
control.
(11) Lin, Mu-Chen is our Chief Financial
Officer, and has resigned from the position of director of the Company on June 12, 2014.
There are no agreements between the
company and any selling stockholder pursuant to which the shares subject to this registration statement were issued.
None of the selling stockholders or
their beneficial owners other than as disclosed elsewhere in this Registration statement:
|
-
|
has had a material relationship with us other than as a stockholder
at any time within the past three years; or
|
|
-
|
has ever been one of our officers or directors or an officer
or director of our predecessors or affiliates; or
|
|
-
|
are broker-dealers or affiliated with broker-dealers.
|
ITEM 8: PLAN OF DISTRIBUTION
The selling stockholders may sell some
or all of their shares at a fixed price of $.20 per share until our shares are quoted on the OTCBB and thereafter at prevailing
market prices or privately negotiated prices. Prior to being quoted on the OTCBB, stockholders may sell their shares in private
transactions to other individuals. Although our common stock is not listed on a public exchange, we will be filing to obtain a
listing on the OTCBB concurrently with the filing of this prospectus. In order to be quoted on the OTCBB, a market maker must file
an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will
agree to file the necessary documents with FINRA, which operates the OTCBB, nor can there be any assurance that such an application
for quotation will be approved. However, sales by selling stockholders must be made at the fixed price of $.20 until a market develops
for the stock.
Once a market has developed for our common
stock, the shares may be sold or distributed from time to time by the selling stockholders, who may be deemed to be underwriters,
directly to one or more purchasers or through brokers or dealers who act solely as agents, at market prices prevailing at the time
of sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices, which may be changed. The
distribution of the shares may be effected in one or more of the following methods:
|
·
|
ordinary brokers transactions, which may include long or short sales;
|
|
·
|
transactions involving cross or block trades on any securities exchange or market where our common stock is trading:
|
|
·
|
through direct sales to purchasers or sales effected through agents;
|
|
·
|
through transactions in options, swaps or other derivatives (whether exchange listed or otherwise); or
|
|
·
|
any combination of the foregoing.
|
In addition, the selling stockholders may
enter into hedging transactions with broker-dealers who may engage in short sales, if short sales are permitted, of shares in the
course of hedging the positions they assume with the selling stockholders. The selling stockholders may also enter into option
or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold
thereafter pursuant to this prospectus. None of the selling security holders are broker-dealers or affiliates of broker-dealers.
We will advise the selling stockholders
that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities
of the selling stockholders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented
or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements
of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the
sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
Brokers, dealers or agents participating
in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling
stockholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal,
or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling stockholders
nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling stockholders
and any other stockholder, broker, dealer or agent relating to the sale or distribution of the shares. We will not receive any
proceeds from the sale of the shares of the selling stockholders pursuant to this prospectus. We have agreed to bear the expenses
of the registration of the shares, including legal and accounting fees, and such expenses are to be approximately $35,000.
Notwithstanding anything set forth herein,
no FINRA member will charge commissions that exceed 8% of the total proceeds of the offering.
ITEM 9: DESCRIPTION OF SECURITIES TO
BE REGISTERED
General
We are authorized to issue an aggregate
number of 1,500,000,000 shares of capital stock, $0.10 par value per share.
Common Stock
We are authorized to issue 1,500,000,000
shares of common stock, $0.10 par value per share. As of July 4, 2014, we have 236, 224, 067 shares of common stock issued and
outstanding.
Each share of common stock shall have one
(1) vote per share for all purposes. Our common stock does not provide for preemptive, subscription or conversion rights and there
are no redemption or sinking fund provisions or rights. Our common stockholders are not entitled to cumulative voting for election
of directors to our board of directors.
Preferred Stock
Currently we have no shares of preferred
stock authorized, issued or outstanding.
Dividends
We have not paid any cash dividends to
our stockholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon
our earnings, if any, as well as our capital requirements and financial position, our general economic conditions, and other pertinent
conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings,
if any, in our business operations.
Warrants
There are no outstanding warrants to purchase
our securities.
Options
There are no outstanding options to purchase
our securities.
Transfer Agent and Registrar
Our transfer agent is VStock Transfer,
LLC, 77 Spruce Street, Suite 201, Cedarhurst, NY 11516 and its phone number is (212) 828-8436.
ITEM 10:
INTERESTS OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this
prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities
being registered or upon other legal matters in connection with the registration or offering of the common stock was employed
on a contingency basis or had, or is to receive in connection with the offering, a substantial interest, direct or indirect, in
the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents
or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.
Chiang, Tien Jen, Attorney at Law,
has passed on the validity of the common stock being offered pursuant to this registration statement.
The financial statements for the year
ended December 31, 2013, included in this prospectus and Post-Effective Amendment No. 6 to the Registration Statement, have been
audited by KCC & Associates. Such financial statements have been so included herein in reliance upon the reports of such firm
given upon their authority as experts in accounting and auditing.
The
financial statements for
the year ended December 31, 2012
and for the period from inception (June 21, 2011) to December 31, 2011 included in the prospectus and Registration Statement have
been audited by KCCW Accountancy Corp. Such financial statements have been so included therein in reliance upon the reports of
such firm given upon their authority as experts in accounting and auditing.
ITEM 11: INFORMATION ABOUT THE REGISTRANT
DESCRIPTION OF BUSINESS
San Lotus Holding Inc. was incorporated
in the state of Nevada on June 21, 2011 to market travel products and services to the growing “baby boomer” market,
with an initial focus on the Asian market.
We are a development stage company
that plans to market global travel products to the retiring baby boomer generation in the Asian markets. We are in the initial
stages of opening a travel agency in Taiwan, Republic of China. On May 21, 2012, we obtained a license from the Investment Commission,
Ministry of Economic Affairs, Taiwan (R.O.C.) to invest into Taiwan through our wholly-owned subsidiary, Green Forest Management
Consulting Inc., a Taiwan (R.O.C.) company. We anticipate that we will be able to obtain the necessary approvals to operate a
travel agency in Taiwan in or after 2014. The challenges we anticipate in obtaining the approvals to operate a travel agency in
Taiwan (as well as in other countries) primarily involves meeting the statutory requirements related to capital requirements,
statutory reserves and employing fit, proper and qualified management. These challenges have already been addressed by starting
our business in Taiwan (as referenced in Risk Factors under government approval). We expect to begin generating revenue in Taiwan
in or after 2014, after we obtain the relevant licenses and approvals from Taiwan’s government.
Our travel services entity in Taiwan will
provide both outbound travel services for customers based in Taiwan and inbound travel services for customers based abroad and
coming to Taiwan. Both the outbound and inbound services will be conducted in our Taiwan office, except the inbound services will
rely in part on advertising conducted or directed outside of Taiwan.
We will not only book airplane tickets,
hotels and tours, but design specialized destination-related travel services for our customers based on their specific needs and
desires while they are in Taiwan. In this way, our market will consist of both those potential travelers based in Taiwan, but also
anyone from any other country who might be planning a trip to Taiwan or need assistance with designing a travel itinerary once
they arrive in Taiwan. We will market our products and services to the travel population in Taiwan and abroad through our website,
www.sanlotusholding.com
, as well as through services such as Twitter and other media outlets. In addition, we have already
taken steps to begin marketing our services to the Chinese market in California through a California television station, TBWTV
Inc. (“TBWTV”). We plan to use this entity for purposes of gaining access to a means of advertising our services to
the California market of potential Taiwan travelers. Our vice president and secretary, Yu Chien-Yang and Chen Kuan-Yu, own TBWTV
and, as a result, have knowledge of when preferred advertising slots become available and may be able to assist us in gaining preferable
advertising rates, although we have no contractual guarantees on either of these issues. In addition, we have purchased three vehicles
to provide transportation to our customers while they are in California, a common destination for Taiwan business travelers and
tourists.
We intend to use the cars, with hired drivers,
to provide car service for our customers from the airport to their hotels or other desired destinations upon their arrival in California.
Providing car service is an experimental project at this point as we only have three vehicles available for use. We will charge
our customers an amount that will cover our expenses in providing the car and driver. In the event the service is popular and appears
to benefit our services, we may add to the service in the future, at which time we would reevaluate the amount we charge for the
service.
In addition to developing our business
in Taiwan, in the first quarter of 2013, we entered into non-binding letters of intent to acquire existing travel services agencies
in Taipei City, Taiwan, Hong Kong, Vietnam, Vancouver, British Columbia and California. We plan to proceed in negotiating terms
for these acquisitions over the course of the next several months while we simultaneously gather operational data from our module
operation in Taiwan. We expect to complete the acquisitions of such travel agencies in or after 2014. At the same time, we also
have entered into non-binding letters of intent to acquire land in Taiwan, which land we intend to use to develop destination-related
travel services. We expect to complete the acquisitions of such land and/or land holding companies in or after 2014.
Despite of entering the non-binding letters
of intent to acquire the travel agencies and land, we remain in the preliminary discussion with the travel agencies and the sellers
of the land about the specific considerations to acquire them. Thus, to date, we are not able to estimate any specific costs in
completing such acquisitions. Acquiring the travel agencies located both within and outside of Taiwan and land in Taiwan is an
ongoing effort that will continue during the life of the Company. To facilitate our acquisition efforts, we will actively seeking
additional funding on favorable terms to continue our acquisition. If additional funding is not available on acceptable terms,
we may not be able to implement our acquisitions and continue our operations. We plan to be funded by private placement of our
equity securities and/or mortgage our land. But, there can be no assurance we will be funded as such. Thus, there can be no assurance
we will successfully complete our acquisitions of travel agencies and/or land. If we fail to complete our acquisitions of travel
agencies and/or land, we may be forced to cease our operation entirely, and you may lose all your investment.
Each of these non-binding letters of
intent above was disclosed to the SEC in our Current Reports on Form 8-K shortly after our entry into each such non-binding letter
of intent.
Regarding the development of our travel
services entity in Taiwan, our plan is to build up a successful module operation in Taiwan and to gain meaningful operational data
for one year before using it as a model to replicate throughout Asia. It is critically important for us to obtain credible data
in terms of the following (per module main office, plus branch officers):
|
A.
|
Capital requirements –
estimated $100,000 upon application license – in or after 2014
|
|
B.
|
Statutory reserve -estimated
$20,000 upon approval of license – in or after 2014
|
|
C.
|
Fees –estimated $1,000
upon application for license – in or after 2014
|
|
D.
|
Rent deposit –estimated
$2,000 upon rental of office – in or after 2014
|
|
E.
|
Equipment, etc. –estimated
$5,000 – in or after 2014
|
|
F.
|
Purchase of condominium and automobiles in California - $628,141 - June 2012
|
|
G.
|
Purchase of interest in A Peace World Holding Inc. - $46,500 - January 2012
|
|
A.
|
Number of employees and salary per office - two employees at estimated $1,500 each per month for
a total of $3,000 - starting in April 2014
|
|
B.
|
Office rent-Green Forest-$2,000 per month-starting in September 2013
|
|
C.
|
Office rent-Da Ren-$1,333 per month -starting in September 2013
|
|
D.
|
Telecommunications - $200 per month-starting in June 2012 and $700 starting in September 2012
|
|
E.
|
Utilities, etc. - $500 per month- starting in September 2013
|
|
F.
|
Advertising - estimated $5,000
for initial television advertising development – in or after 2014
|
|
G.
|
Condominium expenses -$900 per month-starting in September 2013
|
|
H.
|
Automobile-related expenses –$1,500- September 2013
|
|
A.
|
Dollar sales/commission per office
|
|
B.
|
Breakdown of sales by product
|
|
5.
|
Breakeven point and Projected Earnings
|
Making projections using real figures based
on the module operations should lower our level of risk as we expand into other countries. While it is premature to set any definitive
dates in applying for obtaining statutory approval to operate travel agencies beyond Taiwan (R.O.C.), we anticipate that after
one full year of operation, we will have sufficient data to construct an expansion plan for establishing ventures beyond Taiwan.
Products and Services Offered:
|
·
|
Transportation: airlines / buses / car rentals / railways
/ cruises;
|
|
·
|
Accommodation: hotels / resorts / cruises; and
|
|
·
|
Packaged holidays / local tours.
|
Our business strategy is to generate revenue
mainly through commissions or mark-ups for selling travel products. For example, for airplane tickets, for which we do not take
inventory, we will receive commission revenue from the airlines as compensation for selling airplane tickets to our customers.
In other words, our revenue will not come directly from the payments which the customers make to the airlines, but instead our
commission revenue will be paid by the product provider (e.g. airlines) directly to our Company. The size of commission will vary
from product to product, depending on how product providers (e.g. airlines) set their distribution strategy. Below is an estimate
of the commission percentage we expect to be able to obtain for each type of product:
Type of Product
|
|
Estimated Commission %
|
Transportation
|
|
3 ~ 10%
|
Accommodation
|
|
3 ~ 10%
|
Packaged Tours
|
|
3 ~ 10%
|
Another type of revenue would come from mark-ups. Our mark-up
revenue will be earned when we choose to take inventory on products such as hotel stays, cruise trips or tours. This type of revenue
is different from commission-based revenue in that we will secure the product outright before customers purchase the product. After
we purchase the product, we would then sell the product to the customer at a higher price, thereby earning the difference or mark-up
as profit. The size of the mark-up will vary depending on our inventory level, market conditions and customer preference.
Below is an estimate of the mark-up percentage and the initial
cost of obtaining wholesale inventory for each type of product:
Type of Product
|
|
Estimated Mark-up %
|
|
Initial Cost of Obtaining
Wholesale Inventory
|
|
Transportation
|
|
5 ~ 20%
|
|
$
|
10,000
|
|
Accommodation
|
|
10 ~ 30%
|
|
$
|
30,000
|
|
Packaged Tours
|
|
10 ~ 20%
|
|
$
|
10,000
|
|
We expect to incur the cost of obtaining
wholesale inventory starting in the first quarter of 2014 or as soon as our license to operate a travel agency has been granted.
Consequently, we will recover the cost and make a profit when inventory is turned over or sold. The profitability of our mark-up
business will depend on how frequent inventory is turned.
We anticipate providing other ancillary
travel services such as submitting visa applications on behalf of clients. It is our understanding that it is customary to charge
a handling fee of US$5~10 for the submission of a visa application. These types of services, however, should only constitute a
small part of our overall revenue.
We plan to market our company to high-income
individuals and affinity groups, such as private schools, alumni groups and wealth management organizations at banks and investment
firms. Our plan to reach these target customers is through seeking lists from the affinity groups and marketing online. In terms
of seeking lists from affinity groups, our strategy involves no upfront cost to our company. We will instead share the profits
with the organizations that provided such lists when customers purchase travel products through our company. Our general rule of
thumb is to share 50% of the profit with the affinity group. This estimate may be adjusted upward or downward depending on the
size and quality of the customer list. Separately, we plan to market our company online through our company website. Currently
under construction, our company website, www.sanlotusholding.com, will be a vehicle to promote our offerings to a wide audience.
We plan on interacting with our retail customers primarily through our website. Our customers will be able to place their purchases
via the telephone, through credit card or bank transfer payment.
Business Development
The Company seeks to develop mutually beneficial
business relationships with travel product providers, such as airlines, hotels and tour operators, and will begin offering travel
products to our customers. The Company will work on reaching a variety of affinity groups and reaching agreements to service their
customers. The Company recently launched a website, www.sanlotusholding.com, to begin marketing our services online. Our costs
as a reporting company in our first year are approximately $165,000 in legal fees and $45,000 in auditing fees, including the preparation
of our 10-K filing and annual audit. And, our costs as a reporting company in our second year are approximately $16,193 in legal
fees and $50,300 in auditing fees, including the preparation of our 10-K filing and annual audit.
Marketing and Sales
Our initial marketing efforts will be designed
to drive prospective clients to our website, www.sanlotusholding.com. We plan to use social media vehicles such as Twitter and
Facebook to generate awareness of our website. We expect to engage prospective clients through promoting our website and responding
to requests for information. Eventually, we expect to use broader-based email marketing to generate a much larger number of sales
leads that will be followed up with a personal exchange, via email or telephone, but there is no guarantee this will be successful.
We will also market to potential customers based in California through TBWTV, a Chinese language television station based in California.
We have taken the following steps in implementing
our business plan:
Vendor Discussion and Supplier Agreements
We have contacted vendors to provide travel
related products to our customers. Below is a summary of the number of vendors who have responded favorably to our request. We
have not signed any formal supplier agreements with product vendors.
Type of Vendor
|
|
Number of Vendor
|
Airline
|
|
2
|
Bus Company
|
|
1
|
Cruise Company
|
|
2
|
Hotel
|
|
7
|
Resort
|
|
2
|
Other Travel Agency
|
|
2
|
Website Development
We have completed the initial version of our website, www.sanlotusholding.com,
and will use this site to market our services to the general public.
Television Advertising in California
We will begin advertising our services to potential Taiwan travelers
in California through TBWTV Inc., a local California station geared toward Chinese speaking audiences, sometime during 2014. With
California’s large Asian population and strong business connections with Taiwan, we believe there is potential to develop
a strong customer base in California by directing potential customers to our website. As part of this effort, we have purchased
a condominium unit in California so that our management and employees will be able to easily be able to travel to California to
work on our television advertising campaign, as well as enable them to work with our various U.S. service providers. In addition,
we purchased three vehicles that will be used to transport our management, as well as our customers, when in California.
Affinity Groups
We have used the contacts of our directors and officers in initially
contacting various affinity groups. Thus far, we have had conversations with no less than five groups that have expressed interest
in sharing their group list with our company. However, at this time we have not executed any of agreements with these companies.
Below is a summary of the statistics we wish to reach regarding various affinity groups:
Type of Vendor
|
|
Number of Vendor
|
Airline
|
|
5
|
Bus Company
|
|
2
|
Cruise Company
|
|
2
|
Hotel
|
|
15
|
Resort
|
|
5
|
Other Travel Agency
|
|
5
|
We are in the process of applying for our
license to operate a travel agency in Taiwan. We expect to receive approval for our business license by the end of 2014. Once proper
licenses and approvals have been granted, we will need to take the following steps in generating revenue:
|
·
|
Formally launch online operations (in or after 2014)
|
|
·
|
Sign formal supplier agreements with product vendors
that have expressed interest previously (in or after 2014)
|
|
·
|
Begin advertising with TBWTV (in or after 2014)
|
|
·
|
Sign on additional product vendors (in or after 2014)
|
|
·
|
Sign profit sharing agreements with affinity groups that
have expressed interest previously (completed as of the year 2012)
|
|
·
|
Sign on additional affinity groups (in or after 2014)
|
|
·
|
Hire office staff (in or after 2014)
|
These steps will ensure that we have sufficient
product and service offerings to attract customers, both to launch our operations and on an ongoing basis going forward.
In addition to the aforementioned steps,
we are in the process of investing in and developing scenic/destination real estate sites through the acquisition of land and
land holding companies. We acquired certain land in Taiwan (R.O.C.), which is specifically described in Item 2 of our annual report
on Form 10-K. We also have entered into four additional non-binding letters of intent to acquire additional land in scenic and/or
agricultural areas in Taiwan. We aim to complete four acquisitions by the end of 2014. After we have completed these acquisitions,
we will evaluate all of our real estate holdings as a group and determine how we will utilize those properties to support our
overall goal of developing a travel, tourism and destination real estate business. At that same time, we will evaluate and plan
for the costs of developing the properties.
We expect the destination real estate
portion of our business to make up approximately half of our overall business in the future, with the other half consisting of
travel agencies. By destination real estate, we mean to develop locations that will attract and support visitors for stays of
one day or longer, providing outdoor activities and places of interest for visitors from both domestic locales and abroad. In
addition to our destination real estate business, we are continuing to develop our travel agency in Taiwan and have entered into
nine non-binding letters of intent to acquire travel agencies located outside of Taiwan in both Asia and North America. We aim
to complete the acquisition of these nine travel agencies in or after 2014. We intend to fund all of these acquisitions through
the sale of our common stock. While this will cause dilution to the existing shareholders, we do not believe this dilution will
negatively affect the shareholders as the acquisitions will add significant value to the Company and will allow the Company to
proceed in developing its business.
We may also from time to time invest in
travel-related service providers that we believe can help us better service our customers and help them meet their travel needs.
Through investing in such entities, we may be able to recoup some of our costs through maintaining small ownership interests in
the entities our clients use. Furthermore, by investing in these entities, we may be able to work with them to better improve their
travel offerings or related services or bring the entities up to the standard of service our customers expect. We recently made
one such investment in A Peace World Holding Inc. (“APW”), a company in the early stages of developing destination
real estate products and services. We expect that APW, based on its expressed business plans, will develop destination real estate
that our customers will be interested in traveling to, thus enhancing the products and services we can provide to our customers.
Any costs involved in offering such products and services to our customers, if there are any such costs, will be incorporated into
the fees we charge our customers for our service. At this time we have no further plans for making any additional such investments
and therefore have no plans of making further capital expenditures in relation to such investments.
Competition
We will be operating in two sectors –
in the area of destination real estate development and travel agencies. These two sectors will complement each other as, over the
long term, the travel agencies will be able to refer clients and visitors to our destination real estate sites. We will face competition
from many individuals and companies that also market travel locations and products. As concerns travel destinations, we desire
to utilize scenic properties that will allow for outdoor activities. Thus we must create locations that provide both activities
of interest and provide convenience and amenities, while allowing visitors to enjoy the natural beauty of the area around them.
Observation tells us that the current travel
industry is generally driven by the lowest cost provider. However, different segments of the market, such as the affluent segment,
consider factors beyond cost when they plan vacations and travel. Ahead of cost, an affluent consumer may value factors such as
convenience, comprehensive service, and luxury and/or prestige, to name a few. We believe that a successful marketing effort to
reach the affluent market segment (retiring baby boomers) with the right quality of products should increase our revenue opportunity.
In Taiwan, market conditions for the travel industry are similar to those of the U.S. There is a mix of large travel agencies,
online service providers and small-scale local operators. However, since
Taiwan is geographically much smaller than
the U.S., competition is fierce.
In Taiwan, there are four types of travel
agencies:
|
2.
|
Intermediate-Small – locally or regionally owned
agencies
|
|
3.
|
Independent Agencies: Usually catering to a special or
niche market
|
|
4.
|
Airline & other types of travel consolidators
|
We feel at this time we would fall into
the Independent Agency category and hope to create our own niche as a more customer-oriented agency or travel service provider
with a reputation of going the “extra mile” wherever possible in connecting the right type of customers with the right
type of products.
Concerning destination real estate sites,
there are many competitors who will be vying for the business of our potential clientele. The key will be to develop attractive
properties that provide the amenities and activities that visitors would enjoy. In our development plans, we are defining destination
real estate as locations that will draw tourist from both domestically and abroad to visit our sites for a period of one or two
days or more. So in the long term we will be developing sites that include hotels, restaurants, as well as activity and entertainment
centers, among other things. Some of our competitors in the destination real estate sector in Taiwan include the following companies:
Elements Innovation Co. Ltd.
E United Group
Taiwan Land Development Inc.
DESCRIPTION OF PROPERTY
OFFICE
San Lotus presently rents office space
in Nevada. Our office is at the following location:
San Lotus Holding Inc.
Suite 23, 3301 Spring Mountain
Rd,
Las Vegas, Nevada 89102
Tel: 702-776-8066
Fax: 702-776-8809
37,273.68 SQUARE METERS OF LAND IN
DARONG SECTION, BEITUN DISTRICT OF TAICHUNG CITY, TAIWAN (R.O.C.).
We own 37,273.68 square meters of undeveloped
land (the “Land-1”) in the Darong Section, Beitun District of Taichung City, Taiwan (R.O.C.). The transaction and all
pertinent contracts in the transaction were disclosed in the Form-8-K filed on September 20, 2013.
Qualified Ownership to the Land
Although we own the Land-1, the seller
of the Land-1, Chang, Cheng-Sung (the “Seller”), reserved certain rights to the Land-1 according to the Land Purchase
Contract dated March 26, 2012. Therefore, to date, our ownership to the Land can be regarded as a qualified ownership (an ownership
with limitations or conditions).
The rights the Seller reserved in the Land
Purchase Contract are listed as follows:
|
1.
|
The Seller may set a maximum limited mortgage to the
Land-1. (referred to Section 2 of the Contract)
|
|
2.
|
The Seller may decide whether Da Chuang Business Management
Consultant Co., Ltd (the “Purchaser”) may resell the Land-1 at a price not exceeding TWD $60,000,000. And, once the
Purchaser resells the Land-1, the Seller may be entitled to an amount of TWD $60,000,000 of resale price.(referred to Section
3 of the Contract)
|
|
3.
|
The Seller may enforce his setting of maximum limited
mortgage to Land-1 when one of followings occurs(referred to Section 4 of the Contract):
|
|
a.
|
The Purchaser resells the Land-1 at a price not exceeding
TWD$60,000,000 without the Seller’s consent, and/or
|
|
b.
|
The Purchaser fails to distribute the amount of TWD$60,000,000
to the Seller when the Purchaser is obligated to do such distribution.
|
|
4.
|
If the Seller terminates the Contract and assigns to
the Purchaser the shares obtained in the Contract, the Seller may repossess the Land-1 and entire title to the Land and may request
the Purchaser to pay an amount of TWD$60,000,000. (referred to Section 6 of the Contract)
|
|
5.
|
The Seller may refuse to cancel his registration of the
maximum limited mortgage to the Land-1 before the shares are released from escrow account. (referred to Section 8 of the Contract)
|
To date, the Seller has not canceled his
registration of maximum limited mortgage to the Land-1. There can be no assurance that our qualified ownership to the Land would
become an ownership absent of any rights reserved by the Seller in the Contract.
Land Description
The Land-1 consists of three parcels of
land, zoned as a “scenic spot” in a sparsely populated area on the immediate outskirts of Taichung City. The Land’s
immediate surroundings consist of agricultural and forested areas. We have not yet determined our specific use for the Land-1,
although we either intend to use it to develop scenic/tourist-related real estate or hold it for later sale when we need to raise
funds.
29,332.7000
SQUARE METERS OF LAND LOCATED IN THE XINHUA SECTION OF XINPI TOWNSHIP, PINGTUN COUNTY, TAIWAN (R.O.C.)
We own
29,332.7000
square meters of undeveloped land in
the Xinhua Section of Xinpi Township, Pingtun County,
Taiwan (R.O.C.) (the “Land-2”)
. The transaction and all pertinent contracts in the transaction were disclosed
in the Form-8-K filed on November 4, 2013.
Land Description
The
Land-2 consists of 12 parcels of land, totaling 29,332.7000 square meters, in the Hsinhua Section of Hsinpi Township, Pingtun County,
Taiwan (R.O.C.). The Land is zoned as “agricultural region” and is located in a sparsely populated agricultural region.
We
have not yet determined our specific use for the Land-2, although we either intend to use it to develop scenic/tourist-related
real estate or hold it for later sale when we need to raise funds.
76,435
SQUARE METERS OF LAND LOCATED IN ZAOQIAO TOWNSHIP AND TOUWU TOWNSHIP, MIAOLI COUNTY, TAIWAN (R.O.C.)
We own
76,435
square meters of undeveloped land in
Zaoqiao Township and Touwu Township, Miaoli County,
Taiwan (R.O.C.) (the “Land-3”)
. The transaction and all pertinent contracts in the transaction were disclosed
in the Form-8-K filed on December 30, 2013.
Land Description
The Land-3 consists of 18 lots, totaling
76,435 square meters, in the Dataoping Section of Zaoqiao Township and Laotianliao Section of Touwu Township, Miliaoli County,
Taiwan (R.O.C.). The lots numbered as 86-1; 86-3; 90; and 421-1in Land-3 are zoned as “agricultural region,” and are
located in a sparsely populated region. By law, the entire title to such lots cannot be transferred to Green Forest until Green
Forest obtains a license of agricultural enterprises. In order to secure Seller’s obligation to transfer the entire title
of such lots to Green Forest when Green Forest obtains a license of agricultural enterprises, Seller shall temporally set up a
Maximum Limited Mortgage to such lots as a security interest for Green Forest, as described in Section 2.3 of the Land Purchase
Contract dated December 27, 2013.
To date, Green Forest has not owned the
entire title to the lots numbered as 86-1; 86-3; 90; and 421-1 because Green Forest has not been licensed as an agricultural enterprise.
But, all lots in Land-3 other than the lots numbered as 86-1; 86-3; 90; and 421-1 are zoned as respectively “traffic region;”
“forest region;” and “water resource region.” The entire title to them will be transferred to Green Forest
after closing, as any previous mortgage on the Land-3 will be satisfied after closing.
316, 906.9921
SQUARE
METERS OF LAND LOCATED IN ZAOQIAO TOWNSHIP AND TOUWU TOWNSHIP, MIAOLI COUNTY, TAIWAN (R.O.C.)
We own 316, 906.9921 square meters of undeveloped
land in
Zaoqiao Township and Touwu Township, Miaoli County, Taiwan (R.O.C.) (the “Land-4”)
.
The transaction and all pertinent contracts in the transaction were disclosed in the Form-8-K filed on March 13, 2014.
Land Description
The
Land consists of 49 lots, totaling 316, 906. 9921 square meters, in the Dataoping Section of Zaoqiao Township and Laotianliao Section
of Touwu Township, Miliaoli County, Taiwan (R.O.C.). The lots in Land are separately zoned as “agricultural region;”
“traffic region;” “forest region;” “C-class construction land;” and “water resource region.”
By law, the entire title to such lots zoned as agricultural region cannot be transferred to Green Forest until Green Forest obtains
a license of agricultural enterprises. We have not yet determined our specific use for the land, although we intend to either use
it to develop scenic, destination real estate or hold it for later resale when we need to raise funds.
LEGAL PROCEEDINGS
Our management knows of no material existing
or pending legal proceeding, litigation or claim against us, nor are we involved as a plaintiff in any material existing legal
proceeding or pending legal proceeding, litigation or claim.
Yu Chien-Yang, our vice president and a
member of our board of directors, was indicted by the Taichung District Prosecutor’s Office of Taichung County, Taiwan (R.O.C.)
on May 17, 2013. The indictment in no way involves San Lotus Holding Inc. or any of our subsidiaries and the matters described
therein do not include any conduct involving, by, or on behalf of the Company or any of our subsidiaries.
The enforcement actions were brought against
seven individuals, including Mr. Yu, alleging violations of Taiwan’s banking and securities laws in connection with disclosure
issues related to a single corporate bond issuance. The action predates Mr. Yu’s employment with the Company and is in connection
with Mr. Yu’s service at another company, Da Chuang Business Management Consultant Co., Ltd. and its subsidiary, Da Ren International
Investments Inc., which had conducted a general solicitation of its corporate bonds to the general public in the year 2010. We
do not expect this litigation to have a material effect on our business.
MARKET PRICE OF AND DIVIDENDS ON THE
REGISTRATN’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Our common stock, par value $0.10,
has traded on the over-the-counter bulletin board (“OTCBB”) under the ticker symbol “SLOT” since January
9, 2013, although the first trade did not occur until March 19, 2013. The following table includes the high and low bids for our
common stock for the calendar quarters indicated (updated from http://www.bloomberg.com/) :
2013 year
|
|
High
|
|
|
Low
|
|
First Quarter (1)
|
|
$
|
2.60
|
|
|
$
|
2.10
|
|
Second Quarter
|
|
$
|
9.65
|
|
|
$
|
2.65
|
|
Third Quarter
|
|
$
|
3.00
|
|
|
$
|
2.80
|
|
Fourth Quarter
|
|
$
|
6.6
|
|
|
$
|
3.00
|
|
2014 year
|
|
High
|
|
|
Low
|
|
First Quarter (1)
|
|
$
|
5.00
|
|
|
$
|
5.00
|
|
(1) While we achieved a ticker symbol
and the ability to trade on the OTCBB on January 9, 2013, the first sale of our common stock did not occur until March 19, 2013.
Thus, there was no trading activity during the months of January and February, 2013.
We had 404 shareholders of record
as of July 4, 2014. Since obtaining a ticker symbol, our stock has only achieved limited or sporadic trading on the
OTCBB.
Shareholders
After closing on the acquisition of
Da Ren, we had approximately 404 shareholders of record of our issued and outstanding common stock.
Transfer Agent and Registrar
The transfer agent and registrar for our
common stock is VStock Transfer, LLC. The transfer agent’s address is 77 Spruce Street, Suite 21, Cedarhurst, NY 11516 and
its phone number is (212) 828-8436.
Dividend Policy
We do not currently intend to pay any cash
dividends in the foreseeable future on our common stock and instead intend to retain earnings, if any, for future operation and
expansion. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and
will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions
and any other factors that our board of directors deems relevant.
(A DEVELOPMENT STAGE COMPANY)
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATIONS
The following discussion and analysis
of the results of operations and financial condition of San Lotus Holding Inc. (“San Lotus” or the “Company”)
should be read in conjunction with our financial statements that are included elsewhere in the Post Effective Amendment No. 2
to Form S-1, which is filed on April 24, 2014 and this Post-Effective Amendment No. 6 to Form S-1. References in this Management’s
Discussion and Analysis of Financial Condition and Results of Operations or Plan of Operations to “us,” “we,”
“our” and similar terms refer to the Company. This discussion includes forward-looking statements based upon current
expectations that involve risks and uncertainties, such as plans, objectives, expectations and intentions. Actual results and
the timing of events could differ materially from those anticipated in these forward-looking statements. Words such as “anticipate,”
“estimate,” “plan,” “continuing,” “ongoing,” “expect,” “believe,”
“intend,” “may,” “will,” “should,” “could” and similar expressions
are used to identify forward-looking statements.
PLAN OF OPERATIONS
San Lotus Holding Inc. was incorporated
in the State of Nevada on June 21, 2011 to market travel products and services to the growing “baby boomer” market,
with an initial focus on the Asian market. Our business plan for the next twelve months includes the following anticipated milestones:
1.
Developing Travel Agency in Taiwan
-September
1, 2013- throughout the life of Company
Our plan of developing our travel agency
in Taiwan includes: seeking to be (1) approved by Taiwan government to operate travel agency in Taiwan and (2) meeting the statutory
requirements related to capital requirements, statutory reserves and employing fit, proper and qualified management. We anticipate
that we may obtain the approval from Taiwan government in or after 2014.The total cost we have incurred and/or anticipated to
engage such development is listed as “start-up cost” and “operating expenses” in page 27. Developing travel
agency in Taiwan is an ongoing effort that will continue during the life of the Company. To facilitate our developing efforts,
we are actively seeking additional funding on favorable terms to continue our development in Taiwan.
If additional funding is not available
on acceptable terms, we may not be able to implement our development in Taiwan and continue our operations. We plan to be funded
by private placement of our equity securities and/or mortgage our land. But, there can be no assurance we will be funded as such.
Thus, there can be no assurance we will successfully develop travel agency in Taiwan.
2.
Acquisition of additional
Travel Agencies
-January 18, 2013- throughout the life of Company
We have entered into non-binding letters
of intent to acquire the following travel agencies and expect to complete the acquisitions by the end of the second quarter of
2014:
Company
|
|
Location
|
USA XO Tours Inc.
|
|
Rosemead, CA
|
XO Tours Canada Ltd.
|
|
Vancouver, BC, Canada
|
See World Holiday Ltd.
|
|
Vancouver, BC, Canada
|
Grandfair Travel Ltd.
|
|
Vancouver, BC, Canada
|
Lok Yee Holiday Limited
|
|
Hong Kong
|
Sian Lian Hua International Travel Inc.
|
|
Taipei, Taiwan
|
SmileViet, JSC
|
|
Hanoi, Vietnam
|
Tourmaster Travel Service Inc.
|
|
Taipei, Taiwan
|
Vietlink International Travel (HK) Ltd.
|
|
Hong Kong
|
As a general note, we expect the travel
agencies will be able to continue to operate as they have been, although we will integrate them into San Lotus by utilizing a comprehensive
accounting system and assisting them in their further development. Although the non-binding letters of intent to acquire the travel
agencies above were entered, we remain in the preliminary discussion with them about the specific considerations to acquire each
of them. Thus, to date, we are not able to estimate any specific costs in completing such acquisitions.
Acquiring travel agencies located both
within and outside of Taiwan is an ongoing effort that will continue during the life of the Company. To facilitate our acquisition
efforts, we will actively seeking additional funding on favorable terms to continue our acquisition. If additional funding is not
available on acceptable terms, we may not be able to implement our acquisition plan and continue our operations. We plan to be
funded by private placement of our equity securities and/or mortgage our land. But, there can be no assurance we will be funded
as such. Thus, there can be no assurance we will successfully complete our acquisition of travel agencies.
3.
Acquisition of additional land or
land holding companies
-Third quarter of 2013- throughout the life of Company
San Lotus was designated a shell corporation
until our wholly-owned subsidiary, Green Forest Management Consulting Inc. (“Green Forest”) acquired Da Ren International
Development Inc., a Taiwan (R.O.C.) land holding corporation (“Da Ren”), on September 17, 2013. Da Ren’s sole
asset is 32,273.68 square meters of land located in Taichung City, Beitun District, Taiwan (R.O.C.). We acquired Da Ren for $3,070,645.
The transaction and all pertinent contracts in the transaction were disclosed in the current report on Form 8-K filed on September
20, 2013.
With the acquisition of Da Ren, we are
not only developing our travel agency in Taiwan, an ongoing process in our development, but also acquiring land and land holding
companies, as well as acquiring travel agencies located both within and outside of Taiwan. After acquisition of Da Ren, we continue
to acquire the lands in
Xinpi Township, Pingtun County, Taiwan (R.O.C.), and the lands in
Zaoqiao Township and Touwu Township, Miaoli County, Taiwan (R.O.C.). Such acquisitions are herein incorporated by reference to
Item 2 of our annual report on Form 10-K filed on April 7, 2014.
Additionally, we have filed current reports
on Form 8-K announcing our acquisition plans concerning four additional land or land holding companies, along with the planned
acquisition of nine travel agencies located in Asia and North America.
In addition to our acquisition of Da
Ren, we have entered into letters of intent to acquire the following land and land holding companies in Taiwan. We expect to complete
these acquisitions in or after 2014.
Land
or Land Holding Company
|
|
Expected
Acquisition Date
|
Da Ren International Development
Inc.
|
|
Third Quarter 2013
(completed September 2013)
|
Xinpi Land
|
|
Fourth Quarter 2013 (completed October
2013)
|
Den Wei Yuan Land
|
|
In or after 2014
|
Yao De International Recreation
Inc.
|
|
In or after 2014
|
Mao Ren International Inc.
|
|
In or after 2014
|
we do not feel we are able to evaluate
the land holdings accurately or make definitive plans for how to utilize the land and land holding companies until we can evaluate
the properties as a whole. But, to date, we plan to use the land as follows : (1) dispose of the land for cash to develop other
properties, (2) mortgage the land so that we may develop it ourselves, (3) enter into a joint venture with another developer or
(4) use the land to capitalize other companies. We will evaluate this further once we complete the above listed acquisitions.
Except for the completed acquisitions of
Da Ren International Development Inc. and Xinpi Land, we remain in the preliminary discussion about the specific consideration
in acquiring other land or land holding companies. Thus, to date, we are not able to estimate any specific costs in completing
the acquisitions other than the completed acquisitions. Acquiring land and/or land Holding companies is an ongoing effort that
will continue during the life of the Company. To facilitate our acquisition efforts, we will actively seeking additional funding
on favorable terms to continue our acquisition. If additional funding is not available on acceptable terms, we may not be able
to implement our acquisition plan and continue our operations. We plan to be funded by private placement of our equity securities
and/or obtaining the loan by mortgage our land. But, there can be no assurance we will be funded as such. Thus, there can be no
assurance we will successfully complete our acquisition of the land or land holding companies.
Results of Operations
From inception through the date filing
this Post-Effective Amendment No. 6 to Form S-1, we had no revenue. Operating Expenses for the period ended December 31, 2013
are totaled $290,090.
Capital Resources and Liquidity
Excluding our planned acquisitions,
we expect the running of San Lotus Holding, Green Forest and Da Ren to require approximately $578,688 to carry out planned operations
for the next 12 months.
Our expenses incurred from April 1,
2014 through July 4, 2014 are approximately $3,411. We expect our monthly expenses to continue at the rate of $39,724 after
May, 2014, not including the costs we will incur in running any of our planned acquisitions or embarking on any real estate development
activities. To meet our needs for cash required for sustain our businesses and completing our planned acquisitions, we will need
to generate sufficient revenues or require additional funding.
As of July 4, 2014, we had $54,811.05
cash in the bank, $2.93 cash held by our wholly-owned Taiwan (R.O.C.) subsidiary, Green Forest Management Consulting Inc. and
$2,893.07 cash held by our wholly-owned Taiwan (R.O.C.) subsidiary Da Ren International Development Inc. Thus, San Lotus and Da
Ren will not have enough funds to support themselves for remaining months, and Green Forest are already almost out of funds, We
will likely have to borrow funds from our President and Chairman, Chen Li-Hsing, to sustain our operations until we are able to
complete a private placement of our equity securities and/or mortgage our land.
As to our planned acquisitions, although
the non-binding letters of intent to acquire the travel agencies were entered, we remain in the preliminary discussion with them
about the specific considerations to acquire each of them. Thus, to date, we are not able to estimate any specific costs in completing
such acquisitions. Additionally, except for the completed acquisitions of Da Ren International Development Inc.; Xinpi land; and
certain lands in
Miaoli County.
We remain in the preliminary discussion about the
specific consideration in acquiring other land or land holding companies. Thus, to date, we are not able to estimate any specific
costs in completing the acquisitions other than the completed acquisitions.
If we require additional funding to complete
our planned acquisitions, we will actively seeking additional funding by completing a private placement of our equity securities
and/or mortgage our land. But, there can be no assurance we will be funded as such. And, there can be no assurance that our existing
shareholders will provide us with additional capital. Finally, if we are unable to generate sufficient revenue and/or obtain additional
funding, we may have to cease operations entirely. We cannot guarantee that our operations and proceeds from any funding will be
sufficient for us to continue as going concern.
Revenue targets
The Company anticipates no revenues be
made in the early stages of completing our plan of operations.
Core services
The Company is incorporated to market its
travel products and services to the growing “baby boomer” market, with an initial focus on the Asian market, which
is herein incorporated by reference to Item 1 of our annual report on Form 10K.
We anticipate that depending on market
conditions and our plan of operations, we may incur operating losses in the foreseeable future. Our liquidity may be negatively
impacted by the significant costs associated with our public company reporting requirements, costs associated with newly applicable
corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by
the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our
legal and financial compliance costs and to make some activities more time consuming and costly.
Based upon the above, we believe that to
continue our daily operation and implement our plan of operations, we will actively seeking additional funding on favorable terms.
If additional funding is not available on acceptable terms, we may not be able to implement our operation plans and continue our
operations. We plan to be funded by private placement of our equity securities and/or obtaining the loan by mortgage our land.
But, there can be no assurance we will be funded as such. Thus, there can be no assurance we will successfully continue our operation
and/or complete our plan of operations.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Going Concern
At present, we have no enough cash to pay
for our selling, general and administrative expenses. As such, in order to continue developing our operations as planned, we may
be reliant on obtaining additional funding by private placement of our equity securities and/or obtaining the loan by mortgage
our land. But, there can be no assurance we will be funded as such. Thus, there can be no assurance we will successfully continue
our operation and/or complete our plan of operations. Based on these assumptions, our auditor has expressed doubt about our ability
to continue as a going concern.
OUTLOOK
By the end of 2014, in addition to the
planned acquisitions listed in this Item, we intend to complete more acquisitions of lands; land holding companies; and/or travel
agencies. We remain in the preliminary discussion with the acquired parties about the specific considerations in such acquisitions.
Thus, to date, we are not able to estimate any specific costs in completing such acquisitions.
Once we have completed such acquisitions,
we will evaluate our land holdings as a group and develop an overall plan for how to proceed going forward.
At that time, and once we determine more
definitively how the land will be utilized, we will develop cost projections, milestones and plans for financing the land’s
development. At present, we anticipate that we will have the following four development objectives for the properties: (1) dispose
of the land for cash, (2) mortgage the land to develop it ourselves, or (3) use the land to enter into a joint venture with another
developer or (4) use the land to capitalize other companies.
Critical Accounting Policies
It is our goal to clearly present our financial
information in a manner that enhances the understanding of our sources of earnings and cash flows, as well as our financial condition.
We do this by including the information required by the SEC, as well as providing additional information that gives further insight
into our financial operations.
Our financial report includes a discussion
of our accounting principles, as well as methods and estimates used in the preparation of our financial statements.
We believe these discussions and statements
fairly represent the financial position and operating results of our company. The purpose of this portion of our discussion is
to further emphasize some of the more critical areas where a significant change in facts and circumstances in our operating and
financial environment could cause a change in future reported financial results.
Impact of Accounting Pronouncements
There were no recent accounting pronouncements
that have had a material effect on our financial position or results of operations.
Recently Issued Accounting Policies
We have implemented all new accounting
pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise
disclosed and we do not believe that there are any other new accounting pronouncements that have been issued that might have a
material impact on our financial position or results of operations.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
The information to be reported under this
item is not required by smaller reporting companies.
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the
name and age of each of our officers and directors as of July 4, 2014. Our executive officers are elected annually by our board
of directors. Our executive officers hold office until they resign, are removed by the board of directors, or a successor is duly
elected and qualified.
Name
|
|
Position
|
|
Age
|
Chen, Li-Hsing
|
|
President, Chairman and Director
|
|
66
|
ChenTseng, Chih-Ying
|
|
Chief Executive Officer
|
|
55
|
Lin, Mu Chen
|
|
Chief Financial Officer
|
|
34
|
Yu, Chien-Yang
|
|
Vice President and Director
|
|
44
|
Chen, Kuan-Yu
|
|
Secretary and Director
|
|
37
|
Lo, Fun-Ming
|
|
Director
|
|
70
|
Kwong,
Edwin
|
|
Director
|
|
53
|
Wu,
Tsung Lun
|
|
Director
|
|
29
|
Chang,
Kai
|
|
Director
|
|
39
|
Yueh, Jung-Lin
|
|
Director
|
|
63
|
Lai,
Chia Ling
|
|
Director
|
|
27
|
Set forth below is a brief description
of the background and business experience of each of our executive officers and/or directors for the past five years.
Chen Li-Hsing
has been our President and a director since 2011. Mr. Chen was named Chairman of the Board of Directors in 2013. Mr. Chen has
also been the Chief Executive Officer of USA XO Tours Inc., a California-based travel agency, for the past five years. He is also
the Chief Executive Officer of TBWTV Inc., a California television station, a position he has held since 2011. Mr. Chen is an
experienced executive who we believe brings along the work experience necessary in starting up a business in the travel/leisure
industry. Prior to joining USA XO Tours Inc., from 1996-2006, Mr. Chen owned and managed Century International High School, a
Vancouver, British Columbia high school geared toward international students desiring to obtain a Canadian diploma and pursue
post-secondary education in Canada. During that same time period, Mr. Chen also owned and operated Century College, a Vancouver,
British Columbia post-secondary school established in 1996 focused on teaching English as a Second Language to foreign students.
Mr. Chen obtained his Ph.D. in Education from Spalding University in Kentucky, a Master’s degree in Public Administration
from the University of San Francisco in California and a Bachelor’s degree in architecture from National Taipei University
of Technology in Taiwan. Mr. Chen is the husband of our Chief Executive Officer, Chen Tseng Chih Ying, and Mr. Chen resides in
Vancouver, British Columbia and California.
Chen, Tseng Chih-Ying
has served as our Chief Executive Officer since 2011, and has resigned from the position of our director on June 12, 2014. She
has been the President of XO Tours Canada Ltd., a Canadian travel agency, for the past 15 years. She is an experienced executive
who we believe brings along the work experience and knowledge necessary to start up and run a business in the travel and leisure
industry. Mrs. Chen obtained a Master’s degree in Public Administration from the University of San Francisco in California
and received a Bachelor’s degree in Chinese Literature from Providence University in Taiwan. Mrs. Chen is the wife of our
President, Mr. Chen Li Hsing. Ms. Chen resides in Vancouver, British Columbia and California.
Lin, Mu Chen
has
served as our Chief Financial Officer since 2011, and has resigned from the position of our director on June 12, 2014. From 2006
to 2009, Ms. Lin was an auditor at Price Waterhouse Coopers in Taiwan. From 2003 to 2005, Ms. Lin served as an auditor at Earnest
& Co., CPAs. Ms. Lin obtained a Bachelor of Commerce at Soochow University, Taiwan, in 2003 and was certified as a public
accountant in Taiwan in 2008. Ms. Lin serves on the boards of several private companies and acts as internal accountant for several
private companies. Ms. Lin resides in Taiwan.
Yu, Chien-Yang
has
been our Vice President and a director since 2011. He has been an owner/operator of his own business for the past 20 years. He
built and operated his own gift and premium goods business (items such as corporate gifts, pens, bags, and umbrellas with corporate
logos) both on the manufacturing front and the wholesale end. Mr. Yu is currently the President of Songhai Mgt Consulting Company
LTD, a Taiwan company. Mr. Yu previously was the owner and operator for Jin Su Limited, a souvenir design firm based in Taiwan,
and Chuang Ju International Limited, a manufacturing company based in Taiwan. Mr. Yu serves on the board of several private companies
and also involved in the management of several private entities. We believe his experience building and running businesses will
be beneficial to us. Mr. Yu resides in Taiwan.
Chen, Kuan-Yu
has
served as our Secretary since 2011. From 2010 to 2011, Mr. Chen served as an Associate Director with AON Corporation in Hong Kong.
From 2008 to 2009, Mr. Chen was a Senior Consultant with LI Far East Limited, a Hong Kong company. From 2007 to 2008, Mr. Chen
was a Manager with Deloitte Actuarial and Insurance Solutions in Hong Kong. From 2000 to 2006, Mr. Chen was an Actuary with MetLife,
where he was based in New York for four years and in Taiwan for two years. Mr. Chen received his B.A. in Applied Mathematics from
Queen’s University in Canada in 2000 and was qualified as an actuary by the Society of Actuaries in 2004. Mr. Chen serves
on the boards of several private companies and is involved in the management of several private enterprises. Mr. Chen resides
in Hong Kong and Taiwan.
Lo, Fun-Ming
is the Chairman of Yao De International Resort & Hotel Development Co., Ltd., where he has served in such capacity
since its founding in 1988. Yao De International Resort & Hotel Development Co., Ltd. owns and operates the Royal Country
Club golf course and recreation area in the city of Taichung in Central Taiwan. Mr. Lo obtained a Masters in Engineering Sciences
from Middle East Technical University, Turkey, in 1971. Mr. Lo’s many years of experience operating a country club and recreation
facility provides him with insight into the leisure and recreation business that will assist. Mr. Lo resides in Taiwan.
Kwong,
Edwin
is the President, CEO of GUI Corporations dba Mega Productions; HempCon Inc; and American Youth Obesity
Research and Prevention Foundation. Mr. Kwong earned his bachelor’s degree in mathematics and computer science from the
University of California, Los Angeles, and earned his master’s degree in computer science from the University of South California
in 1986. After working for computer industry for many years, he left the computer industry in 1992 to begin his career as an entrepreneur.
We believe his abundant experiences in company managements will be beneficial to us in overseeing our business. Mr. Kwong resides
in California.
Yueh, Jung-Lin
is
General Manager of Gold Sponsor Enterprises, where he served in such capacity since 2002 in Thailand. Mr. Yueh managed Golden
Strokes Enterprise Co., Ltd. as Chairman since 1990. Gold Sponsor Enterprises and Golden Strokes Enterprises Co., Ltd. are companies
specializing in the manufacture and supply of footwear and luggage. The companies also have operations in supplying automobile
parts, electrical, packaging and various other industrial components. Mr. Yueh has an Associate Degree in Business Administration
from Tunghai University. We believe Mr. Yueh’s business experience and insight will be beneficial to us in overseeing our
business. Mr. Yueh resides in Thailand.
Wu, Tsung-Lun
is
an independent financial consultant since 2012. Mr. Wu previously served as a financial analyst for D&J Group from 2010 to
2011. During that time, he managed client relationship for both individual and institutional clients, including several listed
companies in Taiwan. Mr. Wu majored in mechanical engineering at the National Taiwan University and is a CFA charterholder. Mr.
Wu resides in Taipei.
Chang, Kai
is
president of AHI Sound Inc since March 2013. Mr. Chang earned his bachelor’s degree in Chinese Literature from the University
of California, Irvine. Based on his experience in media planning and production, we believe Mr. Chang’s knowledge and industry
contacts will be beneficial to the Company. Mr. Chang resides in California.
Lai, Chia Ling
is
a human resources manager at Autarky Services Inc since 2012. Ms. Lai earned her bachelor’s degree in Education at
National Taitung University, Taiwan.
Based on her experiences in human resources and
business administration, we believe Ms. Lai ’s business experience and ability will be beneficial to the Company. Ms.
Lai resides in Taoyuan, Taiwan.
Term of Office
Our Class I directors are appointed for
a two-year term and our Class II directors are appointed for a one-year term to hold office until the next annual meeting of our
stockholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and
hold office until removed by the board of directors.
We have not yet adopted a Code of Conduct
that applies to our directors, officers and employees (including our principal executive officer, principal financial officer
and principal accounting officer), but plan to do this in the near future. When we do, and once we have our website operational,
we will post that Code of Conduct on our Internet site. We intend to satisfy the disclosure requirement under Item 5.05 of Form
8-K relating to amendments to or waivers from any provision of our Code of Conduct applicable to the principal executive officer,
principal financial officer and principal accounting officer by posting this information on our Internet site. Our Internet site
is
www.sanlotusholding.com
.
EXECUTIVE COMPENSATION
Summary
Compensation Table
There
has been no compensation awarded to, earned by, or paid to any of our executive officers or directors for the period from inception
through the date filing this Post-Effective Amendment No. 6 to Form S-1.
Option Grants Table
There were no individual grants of
stock options to purchase our common stock made to the executive officers named in the Summary Compensation Table for the period
from inception through the date filing this
Post-Effective Amendment No. 6 to Form S-1
.
Aggregated Option Exercises and Fiscal
Year-End Option Value Table
There were no stock options exercised
for the period from inception through the date filing this
Post-Effective Amendment No.
6 to Form S-1
.
Long-Term Incentive Plan Awards Table
There were no long-term incentive plan
awards made to named executive officers in the last two completed fiscal years under any long-term incentive plan.
Compensation of Directors
Directors are permitted to receive fixed
fees and other compensation for their services as directors on our board of directors. The board of directors has the authority
to fix the compensation of our directors. No amounts have been paid to, or accrued to, directors in such capacity and none of our
directors has a compensation agreement or arrangement with the Company. At present, only one of our directors, Yueh Jung-Lin, is
considered independent.
Employment Agreements
Currently, we do not have any employment agreements in place
with any of our officers or directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The following table provides the names
and addresses of each person known to us to own more than 5 percent of our outstanding shares of common stock as of July 4, 2014
and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly and
the stockholders listed possesses sole voting and investment power with respect to the shares shown.
Title of Class
|
|
Name & Address of
Beneficial Owners
|
|
Number of Shares
Beneficial Owned
|
|
|
Percentage
|
|
Common
|
|
Yu, Chien-Yang(1)
Office
B302C, 185 Kewang Road, Longtan Township,Taoyuan County 325,
Taiwan(R.O.C)
|
|
|
40,216,766
|
|
|
|
17.06
|
%
|
Common
|
|
Chen, Kuan-Yu(2)
Office B302C,
185 Kewang Road, Longtan Township,Taoyuan County 325,
Taiwan(R.O.C)
|
|
|
9,851,574
|
|
|
|
4.18
|
%
|
Common
|
|
Lin, Mu Chen
Office B302C, 185
Kewang Road, Longtan Township, Taoyuan County 325,
Taiwan(R.O.C)
|
|
|
12,000
|
|
|
|
0.00
|
%
|
Common
|
|
Chen Tseng, Chih-Ying
9971 Deagle
Road
Richmond, British Columbia
Canada V7A 1P9
|
|
|
782,125
|
|
|
|
0.33
|
%
|
Common
|
|
Chen, Li-Hsing
9971 Deagle Road
Richmond, British Columbia
Canada V7A 1P9
|
|
|
76,903
|
|
|
|
0.03
|
%
|
Common
|
|
Kwong, Edwin (3)
|
|
|
133,448
|
|
|
|
0.00
|
%
|
Common
|
|
Wu, Tsung Lun (7)(8)
|
|
|
0
|
|
|
|
0.00
|
%
|
Common
|
|
Chang, Kai (4)
|
|
|
500,000
|
|
|
|
0.00
|
%
|
Common
|
|
Lo, Fun-Ming(5)
Office B302C, 185
Kewang
Road, Longtan Township,
Taoyuan County 325,
Taiwan(R.O.C)
|
|
|
24,040,389
|
|
|
|
10.20
|
%
|
Common
|
|
Lai, Chia Ling (7)
|
|
|
12,000
|
|
|
|
0.00
|
%
|
Common
|
|
Yueh, Jung-Lin
Office B302C, 185
Kewang Road, Longtan Township,Taoyuan County 325,
Taiwan(R.O.C)
|
|
|
8,500,000
|
|
|
|
3.60
|
%
|
Common
|
|
Chiang, Yu-Chang(6)
1, No. 1 93,
Yangguan Street Neihu District, Taipei City 114,
Taiwan (R.O.C.)
|
|
|
2,862,334
|
|
|
|
1.21
|
%
|
Common
|
|
Da Chuang Business Management Consultant Co. Ltd
(7)
3F., No.132, Gongyi Rd., West
Dist., Taichung City 403,
Taiwan (R.O.C.)
|
|
|
12,837,935
|
|
|
|
5.45
|
%
|
Common
|
|
DENG DONG LTD.
1st Floor, Dekk
House, Zippora Street, Providence Industrial Estate, Mahe, Republic of Seychelles
|
|
|
19,227,238
|
|
|
|
8.16
|
%
|
Total
(9)
|
|
|
|
|
119,052,712
|
|
|
|
50.22
|
%
|
|
(1)
|
(i) Yu, Chien-Yang is our vice
president and director.(ii) Consists of 142,677 shares of common stock beneficially owned
by Yu Chien-Yang; (iii) 151,593 shares of common stock beneficially owned by Songhai
Mgt. Consulting Co. Ltd., a Taiwan (R.O.C.) limited company, over which Mr. Yu exercises
voting and investment control; (iv) 6,008,011 shares of common stock beneficially owned
by Darkin Ltd., a Seychelles limited company, over which Mr. Yu exercises voting and
investment control; (v) 3,337,784 shares of common stock beneficially owned by Gold Piven
Ltd., a BVI limited company, over which Mr. Chen, Kuan-Yu exercises voting and investment
control;(vi) 731,876 shares of common stock beneficially owned by Ping East Ltd., a Seychelles
limited company, over which Mr. Yu exercises voting and investment control;(vii) 1,268,537
shares of common stock beneficially owned by Rocky Yu Ltd., a Seychelles limited company,
over which Mr. Yu exercises voting and investment control;(viii) 1,268,537 shares of
common stock beneficially owned by Jackson Yu Ltd., a Seychelles limited company, over
which Mr. Yu exercises voting and investment control;(ivv) 1,268,537 shares of common
stock beneficially owned by Dennis Yu Ltd., a Seychelles limited company, over which
Mr. Yu exercises voting and investment control (vv) 26,039,214 shares of common stock
beneficially owned by Ocean Reserve Ltd., a Seychelles limited company, over which Mr.
Yu exercises voting and investment control.
|
|
(2)
|
(i)Chen, Kuan-Yu is our secretary
and director. (ii) Consists of 254,132 shares of common stock beneficially owned by Chen,
Kuan-Yu (iii) 6,800,222 shares of common stock beneficially owned by Wang Wang Ltd.,
a Seychelles limited company, over which Mr. Chen exercises voting and investment control
(iv) 1,547,220 shares of common stock beneficially owned by Allegro Equity Ltd., a Seychelles
limited company, over which Lia Wang, Mr. Chen’s wife, exercises voting and investment
control. (v) 1,250,000 shares of common stock beneficially owned by Bellini Ventures
Ltd., a Seychelles limited company, over which Lia Wang, Mr. Chen’s wife, exercises
voting and investment control.
|
|
(3)
|
(i) Kwong, Edwin is our director.
(ii) 190,476 shares of common stock are beneficially owned by Show King Holdings Inc.
(iii) Show King Holdings Inc. is 70.06 percent owned by Mr. Kwong, Edwin who exercises
voting and investment control.
|
|
(4)
|
(i) Chang, Kai is our director.
(ii) 500,000 shares of common stock are beneficially owned by Amber Wang Ltd. (iii) Amber
Wang Ltd. is 100 percent owned by Mr. Chang, Kai who exercises voting and investment
control.
|
|
(5)
|
(i) Lo, Fun-Ming
is our director. (ii) 80,134,630 shares of common stock beneficially owned by DA TEH
FU Co. Ltd., a Seychelles limited company, over which Mr. Lo, Ta, Mr. Lo, Fun-Ming’s
son, exercises voting and investment control (iii) DA TEH FU Co. Ltd is 30 percent owned
by Mr. Lo, Fun-Ming.
|
|
(6)
|
(i) Chiang
Yu-Chang is chairman of our wholly-owned subsidiary, Green Forest Management Consulting
Inc., a Taiwan (R.O.C.) company.(ii) Consists of 12,000 shares of common stock beneficially
owned by Chiang Yu-Chang (iii) 2,600,000 shares of common stock beneficially owned by
Big Head Fish Ltd., a Seychelles limited company, over which Mr. Chiang exercises voting
and investment control. (iv) 250,334 shares of common stock beneficially owned by Yamiyo
Limited, a Seychelles limited company, over which Mr. Chiang exercises voting and investment
control.
|
|
(7)
|
Da Chuang Business
Management Consultant Co., Ltd., a Taiwan (R.O.C.) corporation, is 7.64 percent owned
by Chen, Kuan-Yu; 24.65 percent owned by Yu, Chien-Yang; 1.45 percent owned by Chiang
Yu-Chang; 0.34 percent owned by Wu, Tsung Lun; and 0.06 percent owned by Lai, Chia-Ling.
Mr. Chen exercises voting and investment control.
|
|
(8)
|
1,710 shares
of common stock are beneficially owned by Lin, Chia-Min who is the wife of Mr. Wu, Tsung-Lun.
|
|
(9)
|
Based on
236, 224, 067 shares of common stock outstanding as of July 4, 2014.
|
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN
CONTROL PERSONS
The following tables detail our officers and directors and
their relationship to Green Forest Consulting Inc.;
and Da Ren International Development
Inc. at the time of the following transactions.
Positions Held in Affiliated Entities
|
|
Name of Natural Person
Affiliate
|
|
San Lotus Holding Inc
|
|
Green Forest Management Consulting Inc
|
|
Da Ren International
Development Inc
|
1
|
|
Yu, Chien-Yang
|
|
Director / Vice President
|
|
Director
|
|
Director / Chairman
|
2
|
|
Chen, Kuan-Yu
|
|
Director / Secretary
|
|
Director
|
|
Director
|
3
|
|
Lin, Mu-Chen
|
|
Director / CFO
|
|
-
|
|
Director
|
4
|
|
Chen Tseng, Chih-Ying
|
|
Director / CEO
|
|
-
|
|
-
|
5
|
|
Chen,Li-Hsing
|
|
Director / Chairman
|
|
-
|
|
-
|
6
|
|
Yang, Tai-Ming
|
|
Director
|
|
-
|
|
-
|
7
|
|
Lai,Wen-Ching
|
|
Director
|
|
-
|
|
-
|
8
|
|
Wu,Kuo-Chen
|
|
Director
|
|
-
|
|
-
|
9
|
|
Lo,Fun-Ming
|
|
Director
|
|
-
|
|
-
|
10
|
|
Chou,Shu-Hui
|
|
Director
|
|
-
|
|
-
|
11
|
|
Hsiao,Young-Yi
|
|
Director
|
|
-
|
|
-
|
12
|
|
Teng,Wei-Yuan
|
|
Director
|
|
-
|
|
-
|
13
|
|
Yueh,Jung-Lin
|
|
Director
|
|
-
|
|
-
|
14
|
|
Luc, Moc-Thuy
|
|
Director
|
|
-
|
|
-
|
15
|
|
Chiang,Yu-Chang
|
|
-
|
|
Director / Chairman
|
|
-
|
Related transaction on September 17, 2013, which was disclosed
in our current report on Form-8K filed September 20, 2013.
On
September 17, 2013, our wholly-owned subsidiary, Green Forest Management Consulting Inc., a Taiwan (R.O.C.) corporation, entered
into a stock purchase agreement to purchase Da Ren International Development Inc. from its shareholders, Chang Cheng-Sung, Liao
Chi-Sheng, Yu Chien-Yang, our vice president and director, and Da Chuang Business Management Consultant Co., Ltd., a Taiwan (R.O.C.)
corporation, to acquire 100 percent of the outstanding share of common stock in Da Ren in exchange for a promissory note in the
amount of TWD $91,996,524 (US$3,070,645).
Through acquiring all of the outstanding
stock of Da Ren, Green Forest acquired Da Ren’s only asset, 37,273.68 square meters of land in Taichung City, Beitun District,
Taiwan (R.O.C.). The Purchase Price was paid for through Green Forest’s issuance of a promissory note, payable to the Da
Ren Sellers. Through an agreement of assignment, assumption and release, which we entered into with the Da Ren Sellers on September
17, 2013, we assumed the debt of Green Forest owed under the promissory note, thus relieving Green Forest of its obligations thereunder.
Following Green Forest’s acquisition
of Da Ren, on September 17, 2013, we entered into a stock purchase agreement for the issuance of 30,706,452 shares of our common
stock, par value $0.10 per share, at a purchase price of $0.10 per share, to the Da Ren Sellers and their designees pursuant to
a Regulation S stock purchase agreement.
The
following table details how the Shares were distributed to our officers, directors and affiliates at the time of the transaction.
Beneficial Ownership in San Lotus Shares Received as a Result
of Transaction
|
|
Name of Natural Person
Affiliate
|
|
A. Beneficial
Ownership in San
Lotus Shares Received (A = B x C)
|
|
|
Holding Entity
|
|
B. Beneficial
Ownership in
Holding Entity
|
|
|
C. San Lotus
Shares Received in
Holding Entity
|
|
|
|
|
|
|
1,660,897
|
|
|
Da Chuang Management Consultant Co., Ltd.
|
|
|
18.78
|
%
|
|
|
8,843,967
|
|
1
|
|
Yu, Chien-Yang
|
|
|
3,002,804
|
|
|
Darkin Ltd.
|
|
|
49.98
|
%
|
|
|
6,008,011
|
|
|
|
|
|
|
3,337,734
|
|
|
Gold Piven Limited
|
|
|
100
|
%
|
|
|
3,337,734
|
|
|
|
|
|
|
667,557
|
|
|
Ocean Reserves Ltd.
|
|
|
100
|
%
|
|
|
667,557
|
|
|
|
|
|
|
643,873
|
|
|
Da Chuang Management Consultant Co., Ltd.
|
|
|
7.56
|
%
|
|
|
8,516,834
|
|
2
|
|
Chen, Kuan-Yu
|
|
|
250,534
|
|
|
Darkin Ltd.
|
|
|
4.17
|
%
|
|
|
6,008,011
|
|
|
|
|
|
|
500,663
|
|
|
Allegro Equity Ltd.
|
|
|
75
|
%
|
|
|
667,557
|
|
3
|
|
Lin, Mu-Chen
|
|
|
250,534
|
|
|
Darkin Ltd
|
|
|
4.17
|
%
|
|
|
6,008,011
|
|
4*
|
|
Chen Tseng, Chih-Ying
|
|
|
298,941
|
|
|
Da Chuang Management Consultant Co., Ltd.
|
|
|
3.51
|
%
|
|
|
8,516,834
|
|
5*
|
|
Chen,Li-Hsing
|
|
|
298,941
|
|
|
Da Chuang Management Consultant Co., Ltd.
|
|
|
3.51
|
%
|
|
|
8,516,834
|
|
6
|
|
Yang, Tai-Ming
|
|
|
253,802
|
|
|
Da Chuang Management Consultant Co., Ltd
|
|
|
2.98
|
%
|
|
|
8,516,834
|
|
7
|
|
Lai,Wen-Ching
|
|
|
149,896
|
|
|
Da Chuang Management Consultant Co., Ltd
|
|
|
1.76
|
%
|
|
|
8,516,834
|
|
8
|
|
Wu,Kuo-Chen
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
9
|
|
Lo,Fun-Ming
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
10
|
|
Chou,Shu-Hui
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
11
|
|
Hsiao,Young-Yi
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
12
|
|
Teng,Wei-Yuan
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
13
|
|
Yueh,Jung-Lin
|
|
|
896,823
|
|
|
Da Chuang Management Consultant Co., Ltd.
|
|
|
10.53
|
%
|
|
|
8,516,834
|
|
14
|
|
Luc, Moc-Thuy
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
100,499
|
|
|
Da Chuang Management Consultant Co., Ltd.
|
|
|
1.18
|
%
|
|
|
8,516,834
|
|
15
|
|
Chiang,Yu-Chang
|
|
|
124,967
|
|
|
Darkin Ltd.
|
|
|
2.08
|
%
|
|
|
6,008,011
|
|
|
|
|
|
|
250,234
|
|
|
Yamiyo Ltd.**
|
|
|
100
|
%
|
|
|
250,234
|
|
|
*
|
Chen Tseng Chih Ying and Chen Li Hsing are husband and wife. Their
holdings are computedand disclosed on an aggregate basis.
|
|
**
|
Yamiyo Ltd. (“Yamiyo”) is 100 percent owned by Lin
Chin Chai, mother of Green Forest’s chairman,
|
Chiang Yu-Chiang. Mr. Chiang serves as a director
for Yamiyo, but does not have beneficial ownership of Yamiyo’s holdings.
Related transaction on October 29, 2013, which was disclosed
in our current report on Form-8K filed on November 4, 2013.
On October 29,
2013, our wholly-owned subsidiary, Green Forest Management Consulting Inc., a Taiwan (R.O.C.) corporation, entered into a land
purchase agreement with Yu, Chien-Yang and Da Chuang Business Management Consulting Co., Ltd., a Taiwan (R.O.C) corporation, to
acquire 29,332.7000 square meters of land located in the Xinhua Section of Xinpi Township, Pingtun County, Taiwan (R.O.C.). Mr.
Yu is our vice president and director and he holds a 29.31 percent ownership interest in Da Chuang. Chen Kuan-Yu, our secretary
and director, and Chiang Yu-Chang, Green Forest’s chairman, hold 7.56 percent and 1.18 percent ownership interests, respectively,
in Da Chuang.
Green Forest purchased
the Land for TWD$53,238,851 (US$1,815,414.60). The Purchase Price was paid for through Green Forest’s issuance of a promissory
note payable to the Sellers. Through an agreement of assignment, assumption and release, which we entered into with the Sellers
and Green Forest on October 29, 2013, we assumed the debt Green Forest owed under the Promissory Note, thus relieving Green Forest
of its obligations thereunder.
On October 29,
2013, we entered into a stock purchase agreement for the issuance of 18,154,146 shares of our common stock, par value $0.10 per
share (the “Shares”), at a purchase price of $0.10 per share, to the Sellers and their designees pursuant to stock
purchase agreements, dated October 29, 2013. The issuance of the Shares was exempt from registration pursuant to either Regulation
S or Regulation D, as stated in the respective Subscription Agreements, depending on the location and intent of the purchaser.
The Shares were issued at the instruction of the Sellers and in full satisfaction of the debt we owed pursuant to the Assumption.
The
following table details how the Shares were distributed to our officers, directors and affiliates at the time of the transaction.
Beneficial Ownership in San Lotus Shares Received as a Result
of Transaction
|
|
Name of Natural Person
Affiliate
|
|
A. Beneficial
Ownership in San
Lotus Shares Received (A = B x C)
|
|
|
Holding Entity
|
|
B. Beneficial
Ownership in
Holding Entity
|
|
|
C. San Lotus
Shares Received in
Holding Entity
|
|
1
|
|
Yu, Chien-Yang
|
|
|
133,201
|
|
|
Da Chuang Management Consultant Co., Ltd
|
|
|
18.78
|
%
|
|
|
709,268
|
|
|
|
|
|
|
396,457
|
|
|
Ping East Ltd
|
|
|
54.17
|
%
|
|
|
731,876
|
|
2
|
|
Chen, Kuan-Yu
|
|
|
53,621
|
|
|
Da Chuang Management Consultant Co., Ltd
|
|
|
7.56
|
%
|
|
|
709,268
|
|
|
|
|
|
|
30,519
|
|
|
Ping East Ltd
|
|
|
4.17
|
%
|
|
|
731,876
|
|
3
|
|
Lin, Mu-Chen
|
|
|
30,519
|
|
|
Ping East Ltd
|
|
|
4.17
|
%
|
|
|
731,876
|
|
4*
|
|
Chen Tseng, Chih-Ying
|
|
|
24,895
|
|
|
Da Chuang Management Consultant Co., Ltd
|
|
|
3.51
|
%
|
|
|
709,268
|
|
5*
|
|
Chen,Li-Hsing
|
|
|
24,895
|
|
|
Da Chuang Management Consultant Co., Ltd
|
|
|
3.51
|
%
|
|
|
709,268
|
|
6
|
|
Yang, Tai-Ming
|
|
|
21,136
|
|
|
Da Chuang Management Consultant Co., Ltd
|
|
|
2.98
|
%
|
|
|
709,268
|
|
|
|
|
|
|
2,666,667
|
|
|
Uhao Ltd
|
|
|
100
|
%
|
|
|
2,666,667
|
|
7
|
|
Lai,Wen-Ching
|
|
|
12,483
|
|
|
Da Chuang Management Consultant Co., Ltd
|
|
|
1.76
|
%
|
|
|
709,268
|
|
|
|
|
|
|
2,341,668
|
|
|
Joyful Wealth Co., Ltd
|
|
|
100
|
%
|
|
|
2,341,668
|
|
8
|
|
Wu,Kuo-Chen
|
|
|
3,666,661
|
|
|
Wei Chi Ltd
|
|
|
100
|
%
|
|
|
3,666,661
|
|
9
|
|
Lo,Fun-Ming
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
10
|
|
Chou,Shu-Hui
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
11
|
|
Hsiao,Young-Yi
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
12
|
|
Teng,Wei-Yuan
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
13
|
|
Yueh,Jung-Lin
|
|
|
74,686
|
|
|
Da Chuang Management Consultant Co., Ltd
|
|
|
10.53
|
%
|
|
|
709,268
|
|
14
|
|
Luc, Moc-Thuy
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
15
|
|
Chiang,Yu-Chang
|
|
|
8,369
|
|
|
Da Chuang Management Consultant Co., Ltd
|
|
|
1.18
|
%
|
|
|
709,268
|
|
|
|
|
|
|
15,223
|
|
|
Ping East Ltd
|
|
|
2.08
|
%
|
|
|
731,876
|
|
* Chen Tseng Chih Ying and Chen Li Hsing are husband and
wife. Their holdings are computedand disclosed on an aggregate basis.
Related transaction on December 27
,
2013
, which was disclosed in our current report on Form-8K filed on December 30, 2013.
On December 27,
2013, our wholly-owned subsidiary, Green Forest Management Consulting Inc., a Taiwan (R.O.C.) corporation, entered into a land
purchase agreement with Yu, Chien-Yang to acquire 35,251 square meters of land in Dataoping Section of Zaoqiao Township, Miaoli
County, Taiwan (R.O.C.) and 41,184 square meters of land in Laotianliao Section of Touwu Township, Miaoli County, Taiwan (R.O.C.),
all of which is 76,435 square meters.
Green Forest purchased
the Land-1 for TWD$200,301,985 (US$6,755,547.6). The Purchase Price was paid for through Green Forest’s issuance of a promissory
note payable to the Seller. Through an agreement of assignment, assumption and release, which we entered into with the Seller and
Green Forest on December 27, 2013, we assumed the debt Green Forest owed under the Promissory Note, thus relieving Green Forest
of its obligations thereunder.
On December 27,
2013, we entered into a stock purchase agreement for the issuance of 33,426,757 shares of our common stock, par value $0.1 per
share, at a purchase price of $0.2021 per share, to the Sellers and their designees pursuant to stock purchase agreements, dated
December 27, 2013. The issuance of the Shares was exempt from registration pursuant to either Regulation S or Regulation D, as
stated in the respective Subscription Agreements, depending on the location and intent of the purchaser. The Shares were issued
at the instruction of the Sellers and in full satisfaction of the debt we owed pursuant to the Assumption.
The
following table details how the Shares were distributed to our officers, directors and affiliates at the time of the transaction.
Yao De
Beneficial Ownership in San Lotus Shares Received as a Result
of Transaction
|
|
Name of Natural Person
Affiliate
|
|
A. Beneficial
Ownership in San
Lotus Shares Received (A = B x C)
|
|
|
Holding Entity
|
|
B. Beneficial
Ownership in
Holding Entity
|
|
|
C. San Lotus
Shares Received in
Holding Entity
|
|
|
|
|
|
|
659,154
|
|
|
Ocean Reserve Ltd.
|
|
|
100.00
|
%
|
|
|
659,154
|
|
|
|
|
|
|
1,268,537
|
|
|
Rocky Yu Ltd.
|
|
|
100.00
|
%
|
|
|
1,268,537
|
|
1
|
|
Yu, Chien-Yang
|
|
|
1,268,537
|
|
|
Jackson Yu Ltd.
|
|
|
100.00
|
%
|
|
|
1,268,537
|
|
|
|
|
|
|
1,268,537
|
|
|
Dennis Yu Ltd.
|
|
|
100.00
|
%
|
|
|
1,268,537
|
|
|
|
|
|
|
1,268,537
|
|
|
Daphne Chen Ltd.
|
|
|
100.00
|
%
|
|
|
1,268,537
|
|
2
|
|
Chen, Kuan-Yu
|
|
|
659,747
|
|
|
Allegro Equity Ltd.
|
|
|
75.00
|
%
|
|
|
879,663
|
|
|
|
|
|
|
1,250,000
|
|
|
Bellini Ventures Ltd.
|
|
|
100.00
|
%
|
|
|
1,250,000
|
|
3
|
|
Lin, Mu-Chen
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
4
|
|
Chen Tseng, Chih-Ying
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
5
|
|
Chen, Li-Hsing
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
6
|
|
Yang, Tai-Ming
|
|
|
170,999
|
|
|
UHAO LTD.
|
|
|
100.00
|
%
|
|
|
170,999
|
|
7
|
|
Lai, Wen-Ching
|
|
|
115,876
|
|
|
Joyful Wealth Co., Ltd.
|
|
|
100.00
|
%
|
|
|
115,876
|
|
8
|
|
Wu, Kuo-Chen
|
|
|
138,666
|
|
|
WEI CHI LTD.
|
|
|
100.00
|
%
|
|
|
138,666
|
|
9
|
|
Lo, Fun-Ming
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
10
|
|
Chou, Shu-Hui
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
11
|
|
Hsiao, Young-Yi
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
12
|
|
Teng, Wei-Yuan
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
13
|
|
Yueh, Jung-Lin
|
|
|
8,500,000
|
|
|
Yates Ltd.
|
|
|
100.00
|
%
|
|
|
8,500,000
|
|
14
|
|
Luc, Moc-Thuy
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
15
|
|
Chiang, Yu-Chang
|
|
|
97,534
|
|
|
Lin, Chin-Chai
|
|
|
100.00
|
%
|
|
|
97,534
|
|
* Daphne Chen Ltd. is 100% owned by Chen, Li-Chi (Yu, Chien-Yang's
wife), a related party.
**Holdings computed and disclosed on an aggregate basis
by Chen, Kuan-Yu and his wife Wang, Lia.
***Holdings owned by Lin, Chin-Chai (Chiang, Yu-Chang's
mother), a related party.
Related
Transaction on March 13, 2014 which was disclosed in our current report on Form-8K filed on March 14, 2014
On March 13, 2014, our wholly-owned subsidiary,
Green Forest Management Consulting Inc., a Taiwan (R.O.C.) corporation (“Green Forest”), entered into a land purchase
agreement with Lo, Fun-Ming to acquire 35,790.4921 square meters of land in Dataoping Section of Zaoqiao Township, Miaoli County,
Taiwan (R.O.C.) and 281, 116.5 square meters of land in Laotianliao Section of Touwu Township, Miaoli County, Taiwan (R.O.C.),
all of which is 316, 906.9921 square meters.
Green Forest purchased the Land for TWD$830,490,304
(US$28,165,580.60). The Purchase Price was paid for through Green Forest’s issuance of a promissory note payable to the Seller.
Through an agreement of assignment, assumption and release, which we entered into with the Seller and Green Forest on March 13,
2014, we assumed the debt Green Forest owed under the Promissory Note, thus relieving Green Forest of its obligations thereunder.
On March 13, 2014, we entered into a stock
purchase agreement for the issuance of 139,364,582 shares of our common stock, par value $0.1 per share, at a purchase price of
$0.2021per share, to the Sellers and their designees pursuant to stock purchase agreements, dated March 13,2014. The issuance of
the Shares was exempt from registration pursuant to either Regulation S or Regulation D, as stated in the respective Subscription
Agreements, depending on the location and intent of the purchaser. The Shares were issued at the instruction of the Sellers and
in full satisfaction of the debt we owed pursuant to the Assumption.
The
following table details how the Shares were distributed to our officers, directors and affiliates at the time of the transaction.
Beneficial Ownership in San Lotus Shares Received as a Result
of Transaction
|
|
Name of Natural
Person Affiliate
|
|
A. Beneficial
Ownership in San
Lotus Shares Received (A = B x C)
|
|
|
Holding Entity
|
|
B. Beneficial
Ownership in
Holding Entity
|
|
|
C. San Lotus
Shares Received
in Holding Entity
|
|
1
|
|
Yu, Chien-Yang
|
|
|
24,712,503
|
|
|
Ocean Reserve Ltd.
|
|
|
100.00
|
%
|
|
|
24,712,503
|
|
2***
|
|
Chen, Kuan-Yu
|
|
|
111
|
|
|
Wang Wang Ltd.
|
|
|
50.00
|
%
|
|
|
222
|
|
3
|
|
Lin, Mu-Chen
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
4*
|
|
Chen Tseng, Chih-Ying
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
5*
|
|
Chen, Li-Hsing
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
6
|
|
Yang, Tai-Ming
|
|
|
5,333
|
|
|
UHAO LTD.
|
|
|
100.00
|
%
|
|
|
5,333
|
|
7
|
|
Lai, Wen-Ching
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
8
|
|
Wu, Kuo-Chen
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
9**
|
|
Lo, Fun-Ming
|
|
|
24,040,389
|
|
|
DA TEH FU CO., LTD.
|
|
|
30.00
|
%
|
|
|
80,134,630
|
|
10
|
|
Chou, Shu-Hui
|
|
|
8,013,463
|
|
|
DA TEH FU CO., LTD.
|
|
|
10.00
|
%
|
|
|
80,134,630
|
|
11
|
|
Hsiao, Young-Yi
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
12
|
|
Teng, Wei-Yuan
|
|
|
19,227,238
|
|
|
DENG DONG LTD.
|
|
|
100.00
|
%
|
|
|
19,227,238
|
|
13
|
|
Yueh, Jung-Lin
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
14
|
|
Luu, Moc-Thuy
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
15
|
|
Chiang, Yu-Chang
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
|
-
|
|
* Chen Tseng, Chih-Ying and Chen, Li-Hsing are husband and
wife. Their holdings are computed and disclosed on an aggregate basis.
** Lo, Ta is the son of Lo, Fun-Ming, and owns 60% of DA
TEH FU CO., LTD.
**Lo, Fun-Ming owns 30% of DA TEH FU CO., LTD.
**Chou, Shu-Hui is the wife of Lo, Fun-Ming, and owns 10%
of DA TEH FU CO., LTD.
***Wang, Lia is the wife of Chen, Kuan-Yu, and she owns
50% of Wang Wang Ltd.
On December 12, 2012, we entered into a
stock purchase agreement with our vice president and secretary, Yu, Chien Yang and Chen, Kuan Yu, to sell them our entire ownership
interest, or 86,000 shares of common stock at a sale price of $1.00 per share, in TBWTV Inc.
On September 13, 2012, the Company entered
into a stock purchase agreement with Yu, Chien-Yang, our Vice President, and Chen, Kuan-Yu, our Secretary, for the sale of 7,000,000
shares of common stock we own in A Benbow Holding Inc. (“ABH”), at a purchase price of $0.01 per share for an aggregate
purchase price of $70,000. We expect to receive the funds to close on this sale on or before October 30, 2012.
In July 2012, the Company transferred $300,000
to our wholly-owned subsidiary Green Forest Management Consulting Ltd. (“Green Forest”), a Taiwan entity, which amount
included $16,700 which was used to repay Chiang, Yu Chang, one of our shareholders, and Yu, Chien-Yang, our Vice President, for
funds they had used in establishing Green Forest in Taiwan on our behalf.
In July 2012, the Company made a prepayment
for the purchase of 7,000,000 shares of common stock, at a purchase price of $0.01 per share, for an aggregate purchase price of
$70,000 in A Benbow Holding Inc., a company in which our vice president, Yu, Chien Yang, serves as president.
In July 2012, the Company issued 6,072,130
shares of common stock at a purchase price of $0.10 per share, for an aggregate offering price of $607,213, to Da Chuang Business
Management Consultant Co., Ltd., Wang Wang Limited and Big Head Fish Ltd.
In June 2012, the Company purchased various
assets from USA XO Tours Inc. for a total purchase price of $628,141. The items purchased included a condominium unit in Glendale,
California (for $491,283), a 2010 Dodge Van (for $13,801), a 2007 Mercedes Benz (for $43,371) and a 2006 Bentley (for $76,686).
Our Chief Executive Officer, Chen, Tseng Chih-Ying, and our President and Chairman, Chen, Li-Hsing, each holds ownership interests
in USA XO Tours Inc.
In April 2012, the Company issued 6,500,000
shares of common stock to two entities, Wang Wang Limited and Big Head Fish Limited, at a price of $0.10 per share for an aggregate
offering price of $650,000. Our Corporate Secretary, Chen, Kuan-Yu, exercises voting and investment control over Wang Wang Limited.
Chiang, Yu Chang exercises voting and investment control over Big Head Fish Limited.
On March 31, 2012, we entered into a stock
purchase agreement with TBWTV Inc. for the purchase of 86,000 shares, or a 9.54 percent interest, in TBWTV Inc. at a purchase price
of $1.00 per share or $86,000 in total. TBWTV Inc. is a California television station owned by USA XO Tours Inc., a company in
which our Chief Executive Officer and President, Chen, Tseng Chih Ying and Chen, Li Hsing, each hold ownership interests.
On January 20, 2012, we entered into a
subscription agreement to purchase 465,000 shares, at a purchase price of $0.10 per share, in A Peace World Holding Inc., a company
in which our Secretary, Chen, Kuan Yu, serves as a director.
ITEM 12A: DISCLOSURE OF COMMISSION
POSITION ON INDEMNIFICATION OF SECURITIES ACT LIABILITIES
Our directors and officers are indemnified
as provided by the Nevada corporate law and our bylaws. We have agreed to indemnify each of our directors and certain officers
against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions
described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or
controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
We have been advised that in the opinion
of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy
as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities is asserted by one of our directors, officers or controlling persons in connection with the securities being registered,
we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question
of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the
court’s decision.
INDEX OF UNAUDITED FINANACIAL
STATEMENTS UPDATED AS OF MARCH 31, 2014
SAN LOTUS
HOLDING INC. AND SUBSIDIARIES
|
(A DEVELOPMENT STAGE COMPANY)
|
CONSOLIDATED
BALANCE SHEETS
(UNAUDITED)
|
|
|
31-Mar-14
|
|
|
31-Dec-13
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
Cash in Bank
|
|
$
|
66,902
|
|
|
$
|
54,616
|
|
Prepaid and other current assets
|
|
|
35,701,352
|
|
|
|
8,635,987
|
|
Total Current Assets
|
|
|
35,768,254
|
|
|
|
8,690,603
|
|
Fixed assets- net
|
|
|
3,623,600
|
|
|
|
3,694,362
|
|
Other Assets
|
|
|
7,878
|
|
|
|
8,025
|
|
Total Assets
|
|
$
|
39,399,732
|
|
|
$
|
12,392,990
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
Accrued expenses
|
|
$
|
21,768
|
|
|
$
|
11,125
|
|
Other payable
|
|
|
164,383
|
|
|
|
128,376
|
|
Total Current Liabilities
|
|
|
186,151
|
|
|
|
139,501
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Equity
|
|
|
|
|
|
|
|
|
Common stock, $0.1 par value, 1,500,000,000 shares authorized, 236,224,067 and 96,859,485 shares
issued and outstanding as of March 31, 2014 and and December 31, 2013
|
|
|
23,622,407
|
|
|
|
9,685,948
|
|
Additional paid-in capital
|
|
|
17,665,995
|
|
|
|
3,436,872
|
|
Deficit accumulated during the development stage
|
|
|
(807,485
|
)
|
|
|
(759,657
|
)
|
Other comprehensive income
|
|
|
(1,260,395
|
)
|
|
|
(102,733
|
)
|
Total stockholders' equity
|
|
|
39,220,522
|
|
|
|
12,260,430
|
|
Noncontrolling interest
|
|
|
(6,941
|
)
|
|
|
(6,941
|
)
|
Total Equity
|
|
|
39,213,581
|
|
|
|
12,253,489
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Equity
|
|
$
|
39,399,732
|
|
|
$
|
12,392,990
|
|
The Accompanying
Notes Are an Integral Part of the Financial Statements.
SAN LOTUS HOLDING INC. AND SUBSIDIARIES
|
(A DEVELOPMENT STAGE COMPANY)
|
CONSOLIDATED STATEMENTS OF OPERATIONS
|
FOR THE YEARS ENDED MAR 31, 2014 AND 2013
|
AND PERIOD FROM JUNE 21, 2011 (INCEPTION)
THROUGH MAR 31, 2014
|
(UNAUDITED)
|
|
|
|
|
|
|
|
|
Deficit Accumulated
|
|
|
|
|
|
|
|
|
|
from2011/6/21
|
|
|
|
Three Months Ended
|
|
|
Three Months Ended
|
|
|
(Inception) through
|
|
|
|
March 31, 2014
|
|
|
March 31, 2013
|
|
|
2014/3/31
|
|
Revenue
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
General and administrative expenses
|
|
|
47,316
|
|
|
|
68,656
|
|
|
|
860,652
|
|
Loss from Operations
|
|
|
(47,316
|
)
|
|
|
(68,656
|
)
|
|
|
(860,652
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
238
|
|
Loss from long-term investments
|
|
|
-
|
|
|
|
-
|
|
|
|
(20,837
|
)
|
Gain from disposal of long-term investments
|
|
|
-
|
|
|
|
-
|
|
|
|
20,837
|
|
Total other income (expense)
|
|
|
-
|
|
|
|
-
|
|
|
|
238
|
|
Net loss before income taxes
|
|
|
(47,316
|
)
|
|
|
(68,656
|
)
|
|
|
(860,414
|
)
|
Provision for income taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(47,316
|
)
|
|
|
(68,656
|
)
|
|
|
(860,414
|
)
|
Net loss attributable to noncontrolling interest
|
|
|
-
|
|
|
|
-
|
|
|
|
(53,441
|
)
|
Net loss attributable to San Lotus Holding Inc.
|
|
|
(47,316
|
)
|
|
|
(68,656
|
)
|
|
|
(806,973
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss Per Share-
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted
|
|
|
0.00
|
|
|
|
(0.00
|
|
|
|
(0.03
|
)
|
Weighted Average Shares Outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted
|
|
|
277,867,131
|
|
|
|
14,572,130
|
|
|
|
24,638,465
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(47,316
|
)
|
|
|
(68,656
|
)
|
|
|
(806,973
|
)
|
Foreign currency translation adjustment, net of tax
|
|
|
1,157,662
|
|
|
|
(4,817
|
)
|
|
|
1,054,929
|
|
Total comprehensive income (loss)
|
|
|
1,110,346
|
|
|
|
(73,473
|
)
|
|
|
247,956
|
|
Comprehensive income (loss) attributable to the noncontrolling interest
|
|
|
-
|
|
|
|
-
|
|
|
|
(53,441
|
)
|
Comprehensive income (loss) attributable to San Lotus Holding Inc.
|
|
|
1,110,346
|
|
|
|
(73,473
|
)
|
|
|
301,397
|
|
The Accompanying
Notes Are an Integral Part of the Financial Statements.
SAN LOTUS HOLDING INC.
|
(A DEVELOPMENT STAGE COMPANY)
|
CONSOLIDATED STATEMENTS OF CASH FLOW
|
FOR THE YEARS ENDED MARCH 31, 2014 AND 2013
|
AND PERIOD FROM JUNE 21, 2011 (INCEPTION)
THROUGH MARCH 31, 2014
|
(UNAUDITED)
|
|
|
|
|
|
|
|
|
Accumulated from
|
|
|
|
|
|
|
|
|
|
June 21, 2011
|
|
|
|
Three Months
|
|
|
Three Months
|
|
|
(Inception)
|
|
|
|
Ended
|
|
|
Ended
|
|
|
through March 31,
|
|
|
|
31-Mar-14
|
|
|
31-Mar-13
|
|
|
2014
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(47,316
|
)
|
|
|
(68,656
|
)
|
|
|
(806,973
|
)
|
Adjustments to reconcile net loss to net cash used in operations:
|
|
|
|
|
|
|
|
|
|
|
0
|
|
Depreciation
|
|
|
13,485
|
|
|
|
12,684
|
|
|
|
89,826
|
|
Loss from long-term investments
|
|
|
0
|
|
|
|
-
|
|
|
|
20,837
|
|
Gain from disposal of investments
|
|
|
0
|
|
|
|
-
|
|
|
|
(20,837
|
)
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
0
|
|
Increase in prepaid and other current assets
|
|
|
(27,065,365
|
)
|
|
|
(101,392
|
)
|
|
|
(35,700,673
|
)
|
Increase in other Assets
|
|
|
147
|
|
|
|
|
|
|
|
(7,878
|
)
|
Increase in accrued expenses
|
|
|
10,643
|
|
|
|
(6,824
|
)
|
|
|
21,688
|
|
Increase in other payable
|
|
|
36,007
|
|
|
|
1,135
|
|
|
|
164,274
|
|
Noncontrolling interest
|
|
|
0
|
|
|
|
0
|
|
|
|
(53,441
|
)
|
Net cash used in operating activities
|
|
|
(27,052,399
|
)
|
|
|
(163,053
|
)
|
|
|
(36,293,177
|
)
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of fixed assets
|
|
|
0
|
|
|
|
0
|
|
|
|
(3,749,304
|
)
|
Net cash used in investing activities
|
|
|
0
|
|
|
|
0
|
|
|
|
(3,749,304
|
)
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
0
|
|
Issuance of shares
|
|
|
28,165,582
|
|
|
|
0
|
|
|
|
41,288,402
|
|
Noncontrolling interest
|
|
|
0
|
|
|
|
0
|
|
|
|
46,500
|
|
Net cash provided by financing activities
|
|
|
28,165,582
|
|
|
|
0
|
|
|
|
41,334,902
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
(1,158,102
|
)
|
|
|
(2,336
|
)
|
|
|
(1,225,519
|
)
|
Net change in cash
|
|
|
(44,919
|
)
|
|
|
(165,389
|
)
|
|
|
66,902
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning
|
|
|
111,821
|
|
|
|
277,210
|
|
|
|
-
|
|
Ending
|
|
|
66,902
|
|
|
|
111,821
|
|
|
|
66,902
|
|
Supplemental disclosure of cash flows
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the period for:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Income tax
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
The Accompanying
Notes Are an Integral Part of the Financial Statements.
SAN
LOTUS
HOLDING
INC.
(A
DEVELOPMENT
STAGE
COMPANY)
NOTES
TO
UNAUDITED
CONDENSED
FINANCIAL
STATEMENTS
MARCH
31,
2014
NOTE
1-
NATURE
OF
OPERATIONS
AND
SUMMARY
OF
ACCOUNTING
POLICIES
Basis
of
Presentation
The
accompanying
unaudited
condensed
interim
financial
statements
have
been
prepared
pursuant
to
the
rules
and
regulations
of
the
Securities
and
Exchange
Commission
(the
“SEC”)
and
generally
accepted
accounting
principles
for
interim
financial
reporting.
Accordingly,
they
do
not
include
all
of
the
information
and
footnotes
required
by
generally
accepted
accounting
principles
for
complete
financial
statements.
In
the opinion
of
management,
the
unaudited
condensed
consolidated
financial
statements
contained
in
this
report
reflect
all
adjustments
that
are
normal
and
recurring
in
nature
and
considered
necessary
for
a
fair
presentation
of
the
financial
position
and
the
results
of
operations
for
the
interim
periods
presented.
The
year-end
condensed
balance
sheet
data
was
derived
from
audited
financial
statements,
but
does
not
include
all
disclosures
required
by
generally
accepted
accounting
principles
of
the
United
States
of
America
(“GAAP”).
The
results
of
operations
for
the
interim
period
are
not
necessarily
indicative
of
the
results
expected
for
the
full
year.
These
unaudited,
condensed
consolidated
financial
statements,
footnote
disclosures
and
other
information
should
be
read
in
conjunction
with
the
financial
statements
and
the
notes
thereto
included
in
the
Company’s
Annual
Report
on
Form
10-K
for
the
year
ended
December
31,
2013.
Nature
of
Business
San
Lotus
Holding
Inc.,
a
company
in
the
developmental
stage
(the
“Company”
or
“San
Lotus”),
was
incorporated
on
June
21,
2011
in
the
State
of
Nevada.
The
Company
has
not
conducted
business
operations
nor
had
revenues
from
operations
since
its
inception.
The
Company’s
business
plan
is
to
design
and
market
global
travel
packages
and
affinity
travel
excursions
throughout
the
world,
and
develop
a
global
travel
and
leisure
agency
business.
The
Company’s
year-end
is
December
31.
Basis
of
Consolidation
The
consolidated
financial
statements
include
the
accounts
of
San
Lotus
Holding
Inc.
and
its
majority-owned
subsidiaries.
All
significant
intercompany
accounts
and
transactions
are
eliminated.
Going
Concern
These
financial
statements
were
prepared
on
the
basis
of
accounting
principles
applicable
to
a
going
concern,
which
assumes
the
realization
of
assets
and
discharge
of
liabilities
in
the
normal
course
of
business.
As
shown
in
the
accompanying
financial
statements,
the
Company
had
an
accumulated
deficit
of
$807,485
as
of
March 31,
2014,
and
it
has
had
no
revenue
from
operations
since
its
inception.
The
Company
faces
all
the
risks
common
to
companies
at
the
development
stage,
including
capitalization
and
uncertainty
of
funding
sources,
high
initial
expenditure
levels,
uncertain
revenue
streams
and
difficulties
in
managing
growth.
The
Company's
losses
raise
substantial
doubt
about
its
ability
to
continue
as
a
going
concern.
The
Company's
financial
statements
do
not
reflect
any
adjustments
that
might
result
from
the
outcome
of
this
uncertainty.
The
Company
is
currently
addressing
its
liquidity
issue
by
continually
seeking
investment
capital
through
private
placements
of
common
stock
and
debt.
The
Company
believes
its
current
and
future
plans
enable
it
to
continue
as
a
going
concern.
The
Company's
ability
to
achieve
these
objectives
cannot
be
determined
at
this
time.
These
financial
statements
do
not
give
effect
to
any
adjustments
which
would
be
necessary
should
the
Company
be
unable
to
continue
as
a
going
concern
and
therefore
be
required
to
realize
its
assets
and
discharge
its
liabilities
other
than
the
normal
course
of
business
and
at
amounts
which
may
differ
from
those
in
the
accompanying
consolidated
financial
statements.
Use
of
Estimates
The
preparation
of
financial
statements
in
conformity
with
GAAP
requires
management
to
make
estimates
and
assumptions
that
affect
the
reported
amounts
of
assets
and
liabilities
and
disclosure
of
contingent
assets
and
liabilities
at
the
date
of
the
financial
statements
and
the
reported
amounts
of
revenue
and
expenses
during
the
reporting
period.
Actual
results
could
differ
from
those
estimates.
Cash
and
Cash
Equivalents
Cash
and
cash
equivalents
include
cash
and
all
highly
liquid
instruments
with
original
maturities
of
three
months
or
less.
Property
&
Equipment
Property
and
equipment
are
stated
at
cost.
Expenditures
for
maintenance
and
repairs
are
charged
to
earnings
as
incurred;
additions,
renewals
and
betterments
are
capitalized.
When
property
and
equipment
are
retired
or
otherwise
disposed
of,
the
related
cost
and
accumulated
depreciation
are
removed
from
the
respective
accounts,
and
any
gain
or
loss
is
included
in
operations.
Depreciation
of
property
and
equipment
is
provided
using
the
straight-line
method
for
substantially
all
assets
with
estimated
lives
as
follows:
Building
|
40
years
|
Vehicles
|
5
years
|
Equipment
|
3~5
years
|
As
of
March
31,
2014,
the
Company’s
property
and
equipment
consisted
of
the
following:
Building
|
|
$
|
346,256
|
|
Land
|
|
|
3,140,989
|
|
Vehicles
|
|
|
167,340
|
|
Equipment
|
|
|
58,261
|
|
Accumulated depreciation
|
|
|
(89,246
|
)
|
|
|
$
|
3,623,600
|
|
Depreciation
expense
for
the
three
months
ended
March 31,
2014
and
2013
were $ 13,485 and $ 12,684, respectively.
Net
Income
(Loss)
Per
Share
Basic
income
(loss)
per
share
is
computed
by
dividing
net
income
by
weighted
average
number
of
shares
of
common
stock
outstanding
during
each
period.
Diluted
income
per
share
is
computed
by
dividing
net
loss
by
the
weighted
average
number
of
shares
of
common
stock,
common
stock
equivalents
and
potentially
dilutive
securities
outstanding
during
each
period.
At March 31,
2014,
the
Company
does
not
have
any
outstanding
common
stock
equivalents;
therefore,
a
separate
computation
of
diluted
loss
per
share
is
not
presented.
Income
Taxes
The
Company
accounts
for
income
taxes
in
accordance
with
ASC
740,
Income
Taxes,
which
requires
that
the
Company
recognize
deferred
tax
liabilities
and
assets
based
on
the
differences
between
the
financial
statement
carrying
amounts
and
the
tax
basis
of
assets
and
liabilities,
using
enacted
tax
rates
in
effect
in
the
years
the
differences
are
expected
to
reverse.
Deferred
income
tax
benefit
(expense)
results
from
the
change
in
net
deferred
tax
assets
or
deferred
tax
liabilities.
A
valuation
allowance
is
recorded
when,
in
the
opinion
of
management,
it
is
more
likely
than
not
that
some
or
all
of
any
deferred
tax
assets
will
not
be
realized.
Foreign-currency
Transactions
—
Foreign-currency
transactions
are
recorded
in
New
Taiwan
dollars
(“NTD”)
at
the
rates
of
exchange
in
effect
when
the
transactions
occur.
Gains
or
losses
resulting
from
the
application
of
different
foreign
exchange
rates
when
cash
in
foreign
currency
is
converted
into
New
Taiwan
dollars,
or
when
foreign-currency
receivables
or
payables
are
settled,
are
credited or
charged
to
income
in
the
year
of
conversion
or
settlement.
On
the
balance
sheet
dates,
the
balances
of
foreign-currency
assets
and
liabilities
are
restated
at
the
prevailing
exchange
rates
and
the
resulting
differences
are
charged
to
current
income
except
for
those
foreign
currencies
denominated
investments
in
shares
of
stock
where
such
differences
are
accounted
for
as
translation
adjustments
under
stockholders’
equity.
Translation
Adjustment
—The
Company
financial
statements
are
presented
in
the
U.S.
dollar
($),
which
is
the
Company’s
reporting
currency,
while
its
functional
currency
is
the
New
Taiwan
dollar
(“NTD”).
Transactions
in
foreign
currencies
are
initially
recorded
at
the
functional
currency
rate
ruling
at
the
date
of
transaction.
Any
differences
between
the
initially
recorded
amount
and
the settlement
amount
are
recorded
as
a
gain
or
loss
on
foreign
currency
transaction
in
the
consolidated
statements
of
income.
Monetary
assets
and
liabilities
denominated
in
foreign
currency
are
translated
at
the
functional
currency
rate
of
exchange
ruling
at
the
balance
sheet
date.
Any
differences
are
taken
to
profit
or
loss
as
a
gain
or
loss
on
foreign
currency
translation in
the
statements
of
income.
In
accordance
with
ASC
830,
Foreign
Currency
Matters,
the
Company
translates
the
assets
and
liabilities
into
U.S.
dollars
($)
using
the
rate
of
exchange
prevailing
at
the
balance
sheet
date
and
the
statements
of
operations
and
cash
flows
are
translated
at
an
average
rate
during
the
reporting
period.
Adjustments
resulting
from
the
translation
from
NTD
into
U.S.
dollars
are
recorded
in
stockholders’
equity
as
part
of
accumulated
other
comprehensive
income.
Recent
Accounting
Pronouncements
The
Company
does
not
expect
the
adoption
of
recently
issued
accounting
pronouncements
to
have
a
significant
impact
on
its
result
of
operations,
financial
position
or
cash
flow.
NOTE
2-
INCOME
TAXES
San
Lotus
has
not
yet
realized
income
as
of
the
date
of
this
report,
and
no
provision
for
income
taxes
has
been
made.
At
March
31,
2014,
there
were
no
deferred
tax
assets
or
liabilities.
NOTE
3
–
LAND
ACQUISITION
On March 13, 2014, The Company ‘s wholly-owned
subsidiary, Green Forest, a Taiwanese corporation, entered into a land purchase agreement with an unrelated party to acquire 35,790.4921
square meters of land in Dataoping Section of Zaoqiao Township, and 281, 116.5 square meters of land in Laotianliao Section of
Touwu Township, both in Miaoli County, Taiwan, for a total of TWD$830,490,304 (US$28,165,580.60). The purchase price was paid for
through Green Forest’s issuance of a promissory note payable to the seller. Through an agreement of assignment, assumption
and release, which the Company entered into with the sellers and Green Forest on March 13, 2014, we assumed the debt Green Forest
owed under the promissory note, thus relieving Green Forest of its obligations. On the same date, the Company entered into a stock
purchase agreement for the issuance of 139,364,582 shares of its common stock, par value $0.1 per share, at a purchase price of
$0.2021per share, to the sellers and their designees pursuant to stock purchase agreement.
NOTE
4
–
SUBSEQUENT
EVENTS
Management
has
evaluated
subsequent
events
through
the
date
of
this
filing
which
the
consolidated
financial
statements
were
available
to
be
issued.
All subsequent
events
requiring
recognition
as
of
March 31,
2014
have
been
incorporated
into
these
consolidated
financial
statements,
and
except
for
the
above
disclosure,
there
are
no
other
material
subsequent
events
that
require
disclosure
in
accordance
with
FASB
ASC
Topic
855, “Subsequent
Events.”
******
INDEX OF AUDITED FINANACIAL STATEMENTS FOR THE YEAR ENDED
ON DECEMBER 31, 2013
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Board of Directors
San Lotus Holding Inc (a development stage company)
We have audited the accompanying balance sheet of San Holding
Inc (the “Company”) as of December 31, 2013, and the related statement of operations, stockholders’ equity and
cash flows for the period from June 21, 2011 (Inception) through December 31, 2013. These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
The financial statements of the Company as of December 31, 2012 was audited by other auditors, whose report dated March 15, 2013,
expressed an unqualified opinion on that financial statement.
We conducted our audits in accordance with standards of the
Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The Company was not required to
have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration
of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of Company's internal control over financial reporting. Accordingly,
we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of December 31, 2013 and the results of its consolidated
operations and its cash flows for the period from June 21, 2011 (Inception) through December 31, 2013, in conformity with accounting
principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has had no revenues
and income since inception. These conditions, among others, raise substantial doubt about the Company’s ability to continue
as a going concern. Management's plans concerning these matters are also described in Note 1, which includes the raising of additional
equity financing. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ KCC & Associates
Los Angeles, California
March 21, 2014
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
Board of Directors
San Lotus Holding Inc
(A Development Stage Company)
We have audited the accompanying consolidated
balance sheet of San Lotus Holding Inc (a Development Stage Company) (the "Company") as of December 31, 2012, and the
related consolidated statements of operations and comprehensive income (loss), stockholders’ equity, and cash flows for year
ended December 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility
is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements
referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31,
2012, and the results of its consolidated operations and its cash flows for the year ended December 31, 2012, in conformity with
accounting principles generally accepted in the United States of America.
The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the
Company has suffered losses from operations, accumulated deficit of $469,883 and has no revenue from operations. These conditions
raise substantial doubt as to the ability of the Company to continue as a going concern. These financial statements do not include
any adjustments that might result from such uncertainty.
/s/KCCW Accountancy Corp
Diamond Bar, California
March 15, 2013
SAN LOTUS HOLDING INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
|
|
31-Dec-13
|
|
|
31-Dec-12
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
Cash in Bank
|
|
$
|
54,616
|
|
|
$
|
277,210
|
|
Prepaid and other current assets
|
|
|
8,635,987
|
|
|
|
196,082
|
|
Total Current Assets
|
|
|
8,690,603
|
|
|
|
473,292
|
|
Fixed assets- net
|
|
|
3,694,362
|
|
|
|
672,830
|
|
Other Assets
|
|
|
8,025
|
|
|
|
-
|
|
Total Assets
|
|
$
|
12,392,990
|
|
|
$
|
1,146,122
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
Accrued expenses
|
|
$
|
11,125
|
|
|
$
|
10,629
|
|
Other payable
|
|
|
128,376
|
|
|
|
123,703
|
|
Total Current Liabilities
|
|
|
139,501
|
|
|
|
134,332
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Equity
|
|
|
|
|
|
|
|
|
Common stock, $0.1 par value, 1,500,000,000 shares authorized, 96,859,485 and 14,572,130 shares issued and outstanding as of December 31, 2013 and 2012, respectively
|
|
|
9,685,948
|
|
|
|
1,457,213
|
|
Additional paid-in capital
|
|
|
3,436,872
|
|
|
|
24,000
|
|
Deficit accumulated during the development stage
|
|
|
(759,657
|
)
|
|
|
(469,883
|
)
|
Other comprehensive income
|
|
|
(102,733
|
)
|
|
|
7,208
|
|
Total stockholders' equity
|
|
|
12,260,430
|
|
|
|
1,018,538
|
|
Noncontrolling interest
|
|
|
(6,941
|
)
|
|
|
(6,748
|
)
|
Total Equity
|
|
|
12,253,489
|
|
|
|
1,011,790
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Equity
|
|
$
|
12,392,990
|
|
|
$
|
1,146,122
|
|
The Accompanying Notes Are an Integral Part
of the Financial Statements
SAN LOTUS HOLDING INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012 AND 2011
AND PERIOD FROM JUNE 21, 2011 (INCEPTION)
THROUGH DECEMBER 31, 2013
|
|
|
|
|
|
|
|
|
|
|
Deficit Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
from2011/6/21
|
|
|
|
|
|
|
|
|
|
|
|
|
(Inception) through
|
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
12/31/2013
|
|
Revenue
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
General and administrative expenses
|
|
|
290,090
|
|
|
|
477,282
|
|
|
|
45,964
|
|
|
|
813,336
|
|
Loss from Operations
|
|
|
(290,090
|
)
|
|
|
(477,282
|
)
|
|
|
(45,964
|
)
|
|
|
(813,336
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
$
|
123
|
|
|
$
|
115
|
|
|
$
|
-
|
|
|
$
|
238
|
|
Loss from long-term investments
|
|
|
-
|
|
|
|
(20,837
|
)
|
|
|
-
|
|
|
|
(20,837
|
)
|
Gain from disposal of long-term investments
|
|
|
-
|
|
|
|
20,837
|
|
|
|
-
|
|
|
|
20,837
|
|
Total other income (expense)
|
|
|
123
|
|
|
|
115
|
|
|
|
-
|
|
|
|
238
|
|
Net loss before income taxes
|
|
|
(289,967
|
)
|
|
|
(477,167
|
)
|
|
|
(45,964
|
)
|
|
|
(813,098
|
)
|
Provision for income taxes
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(289,967
|
)
|
|
|
(477,167
|
)
|
|
|
(45,964
|
)
|
|
|
(813,098
|
)
|
Net loss attributable to noncontrolling interest
|
|
|
(193
|
)
|
|
|
(53,248
|
)
|
|
|
-
|
|
|
|
(53,441
|
)
|
Net loss attributable to San Lotus Holding Inc.
|
|
|
(289,774
|
)
|
|
|
(423,919
|
)
|
|
|
(45,964
|
)
|
|
|
(759,657
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss Per Share-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted
|
|
|
(0.01
|
)
|
|
|
(0.05
|
)
|
|
|
(0.03
|
)
|
|
|
(0.05
|
)
|
Weighted Average Shares Outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and Diluted
|
|
|
27,130,714
|
|
|
|
9,370,002
|
|
|
|
1,649,485
|
|
|
|
14,748,931
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(289,967
|
)
|
|
|
(477,167
|
)
|
|
|
(45,964
|
)
|
|
|
(759,657
|
)
|
Foreign currency translation adjustment, net of tax
|
|
|
(102,733
|
)
|
|
|
7,208
|
|
|
|
-
|
|
|
|
(102,733
|
)
|
Total comprehensive income (loss)
|
|
|
(392,700
|
)
|
|
|
(469,959
|
)
|
|
|
(45,964
|
)
|
|
|
(862,390
|
)
|
Comprehensive income (loss) attributable to the noncontrolling interest
|
|
|
(193
|
)
|
|
|
(53,248
|
)
|
|
|
-
|
|
|
|
(53,441
|
)
|
Comprehensive income (loss) attributable to San Lotus Holding Inc.
|
|
|
(392,507
|
)
|
|
|
(416,711
|
)
|
|
|
(45,964
|
)
|
|
|
(462,675
|
)
|
The Accompanying Notes Are an Integral Part
of the Financial Statements
SAN LOTUS HOLDING INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
EQUITY
PERIOD FROM JUNE 21, 2011 (INCEPTION) THROUGH
DECEMBER 31, 2013
|
|
|
|
|
|
|
|
Additional
|
|
|
Accumulated Deficit
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
Paid-in
|
|
|
During the
|
|
|
Comprehensive
|
|
|
Noncontrolling
|
|
|
|
|
|
|
Share
|
|
|
Amount
|
|
|
Capital
|
|
|
Development Stage
|
|
|
Income
|
|
|
Interest
|
|
|
Total
|
|
Inception on June 21, 2011
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Issuance of common stock for cash
|
|
|
2,000,000
|
|
|
|
200,000
|
|
|
|
24,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
224,000
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(45,964
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(45,964
|
)
|
Balance, December 31, 2011
|
|
|
2,000,000
|
|
|
|
200,000
|
|
|
|
24,000
|
|
|
|
(45,964
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
178,036
|
|
Formation of subsidiary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
46,500
|
|
|
|
46,500
|
|
Issuance of common stock for cash
|
|
|
12,572,130
|
|
|
|
1,257,213
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,257,213
|
|
Translation adjustment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
7,208
|
|
|
|
-
|
|
|
|
7,208
|
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(423,919
|
)
|
|
|
-
|
|
|
|
(53,248
|
)
|
|
|
(477,167
|
)
|
Balance, December 31, 2012
|
|
|
14,572,130
|
|
|
|
1,457,213
|
|
|
|
24,000
|
|
|
|
(469,883
|
)
|
|
|
7,208
|
|
|
|
(6,748
|
)
|
|
|
1,011,790
|
|
Issuance of common stock for cash
|
|
|
82,287,355
|
|
|
|
8,228,735
|
|
|
|
3,412,872
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
11,641,607
|
|
Translation adjustment
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(109,941
|
)
|
|
|
-
|
|
|
|
(109,941
|
)
|
Net loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(289,774
|
)
|
|
|
-
|
|
|
|
(193
|
)
|
|
|
(289,967
|
)
|
Balance, December 31, 2013
|
|
|
96,859,485
|
|
|
|
9,685,948
|
|
|
|
3,436,872
|
|
|
|
(759,657
|
)
|
|
|
(102,733
|
)
|
|
|
(6,941
|
)
|
|
|
12,253,489
|
|
The Accompanying Notes Are an Integral Part
of the Financial Statements
SAN LOTUS HOLDING INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE YEARS ENDED DECEMBER 31, 2013 AND
2012 AND 2011
AND PERIOD FROM JUNE 21, 2011 (INCEPTION)
THROUGH DECEMBER 31, 2013
|
|
|
|
|
|
|
|
Accumulated from
|
|
|
|
|
|
|
|
|
|
June 21, 2011 (Inception)
|
|
|
|
2013
|
|
|
2012
|
|
|
through December 31, 2013
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
(289,774
|
)
|
|
|
(423,919
|
)
|
|
|
(759,657
|
)
|
Adjustments to reconcile net loss to net cash used in operations:
|
|
|
|
|
|
|
|
|
|
|
0
|
|
Depreciation
|
|
|
50,760
|
|
|
|
25,581
|
|
|
|
76,341
|
|
Loss from long-term investments
|
|
|
-
|
|
|
|
20,837
|
|
|
|
20,837
|
|
Gain from disposal of investments
|
|
|
-
|
|
|
|
(20,837
|
)
|
|
|
(20,837
|
)
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
0
|
|
Increase in prepaid and other current assets
|
|
|
(8,439,905
|
)
|
|
|
(195,403
|
)
|
|
|
(8,635,308
|
)
|
Increase in other Assets
|
|
|
(8,025
|
)
|
|
|
|
|
|
|
(8,025
|
)
|
Increase in accrued expenses
|
|
|
496
|
|
|
|
9,635
|
|
|
|
11,045
|
|
Increase in other payable
|
|
|
4,673
|
|
|
|
123,594
|
|
|
|
128,267
|
|
Noncontrolling interest
|
|
|
(193
|
)
|
|
|
(53,248
|
)
|
|
|
(53,441
|
)
|
Net cash used in operating activities
|
|
|
(8,681,968
|
)
|
|
|
(513,759
|
)
|
|
|
(9,240,777
|
)
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of fixed assets
|
|
|
(3,051,981
|
)
|
|
|
(697,323
|
)
|
|
|
(3,749,304
|
)
|
Net cash used in investing activities
|
|
|
(3,051,981
|
)
|
|
|
(697,323
|
)
|
|
|
(3,749,304
|
)
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
0
|
|
Issuance of shares
|
|
|
11,641,607
|
|
|
|
1,257,213
|
|
|
|
13,122,820
|
|
Noncontrolling interest
|
|
|
-
|
|
|
|
46,500
|
|
|
|
46,500
|
|
Net cash provided by financing activities
|
|
|
11,641,607
|
|
|
|
1,303,713
|
|
|
|
13,169,320
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
(130,252
|
)
|
|
|
5,629
|
|
|
|
(124,623
|
)
|
Net change in cash
|
|
|
(222,594
|
)
|
|
|
98,260
|
|
|
|
54,616
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning
|
|
|
277,210
|
|
|
|
178,950
|
|
|
|
-
|
|
Ending
|
|
|
54,616
|
|
|
|
277,210
|
|
|
|
54,616
|
|
Supplemental disclosure of cash flows
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the period for:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Income tax
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
The Accompanying Notes Are an Integral Part
of the Financial Statements
SAN
LOTUS
HOLDING
INC.
(A
DEVELOPMENT
STAGE
COMPANY)
NOTES
TO
CONSOLIDATED
FINANCIAL
STATEMENTS
DECEMBER
31,
2013
NOTE
1-
NATURE
OF
OPERATIONS
AND
SUMMARY
OF
ACCOUNTING
POLICIES
Nature
of
Business
San
Lotus
Holding
Inc.,
a
company
in
the
developmental
stage
(the
“Company”
or
“San
Lotus”),
was
incorporated
on
June
21,
2011
in
the
State
of
Nevada.
The
Company
is
in
the
initial
stages
of
opening
a
travel
agency
in
Taiwan
through
its
wholly
owned
subsidiary,
Green
Forest
Management
Consulting
Inc.,
a
Taiwan
company.
The
Company
has
not
conducted
business
operations
nor
had
revenues
from
operations
since
its
inception.
The
Company’s
business
plan
is
to
design
and
market
global
travel
packages
and
affinity
travel
excursions
throughout
the
world,
and
develop
a
global
travel
and
leisure
agency
business.
The
Company’s
year-end
is
December
31.
Basis
of
Consolidation
The
consolidated
financial
statements
include
the
accounts
of
San
Lotus
Holding
Inc.
and
its
majority
owned
subsidiaries.
All
significant
intercompany accounts
and
transactions
are
eliminated.
Going
Concern
These
financial
statements
were
prepared
on
the
basis
of
accounting
principles
applicable
to
a
going
concern,
which
assumes
the
realization
of
assets
and
discharge
of
liabilities
in
the
normal
course
of
business.
As
shown
in
the
accompanying
financial
statements,
the
Company
had
an
accumulated
deficit
of
$759,657
as
of
December
31,
2013,
and
it
had
no
revenue
from
operations
since
its
inception.
The
Company
faces
all
the
risks
common
to
companies
at
the
development
stage,
including
capitalization
and
uncertainty
of
funding
sources,
high
initial
expenditure
levels,
uncertain
revenue
streams,
and
difficulties
in
managing
growth.
The
Company's
losses
raise
substantial
doubt
about
its
ability
to
continue
as
a
going
concern.
The
Company's
financial
statements
do
not
reflect
any
adjustments
that
might
result
from
the
outcome
of
this
uncertainty.
The
Company
is
currently
addressing
its
liquidity
issue
by
continually
seeking
investment
capital
through
private
placements
of
common
stock
and
debt.
The
Company
believes
its
current
and
future
plans
enable
it
to
continue
as
a
going
concern.
The
Company's
ability
to
achieve
these
objectives
cannot
be
determined
at
this
time.
These
financial
statements
do
not
give
effect
to
any
adjustments
which
would
be
necessary
should
the
Company
be
unable
to
continue
as
a
going
concern
and
therefore
be
required
to
realize
its
assets
and
discharge
its
liabilities
other
than
the
normal
course
of
business
and
at
amounts
which
may
differ
from
those
in
the
accompanying
consolidated
financial
statements.
Use
of
Estimates
The
preparation
of
financial
statements
in
conformity
with
GAAP,
requires
management
to
make
estimates
and
assumptions
that
affect
the
reported
amounts
of
assets
and
liabilities
and
disclosure
of
contingent
assets
and
liabilities
at
the
date
of
the
financial
statements
and
the
reported
amounts
of
revenue
and
expenses
during
the
reporting
period.
Actual
results
could
differ
from
those
estimates.
Cash
and
Cash
Equivalents
Cash
and
cash
equivalents
include
cash
and
all
highly
liquid
instruments
with
original
maturities
of
three
months
or
less.
Property
&
Equipment
Property
and
equipment
are
stated
at
cost.
Expenditures
for
maintenance
and
repairs
are
charged
to
earnings
as
incurred;
additions,
renewals
and
betterments
are
capitalized.
When
property
and
equipment
are
retired
or
otherwise
disposed
of,
the
related
cost
and
accumulated
depreciation
are
removed
from
the
respective
accounts,
and
any
gain
or
loss
is
included
in
operations.
Depreciation
of
property
and
equipment
is
provided
using
the
straight-line
method
for
substantially
all
assets
with
estimated
lives
as
follows:
Building
|
40
years
|
Vehicles
|
5
years
|
Equipments
|
5
years
|
As
of
December
31,
2013,
the
Company’s
property
and
equipment
consisted
of
the
following:
Building
|
|
$
|
346,256
|
|
Land
|
|
|
3,301,340
|
|
Vehicles
|
|
|
168,972
|
|
Equipments
|
|
|
61,380
|
|
|
|
|
3,877,948
|
|
Accumulated depreciation
|
|
|
(76,867
|
)
|
Property and equipment- net
|
|
$
|
3,801,081
|
|
Depreciation
expenses
were
$50,820
for
the
year
ended
December
31,
2013.
Stock
Based
Compensation
The
Company
applies
the
fair
value
provisions
of
ASC
718,
Compensation-Stock
Compensation
(“ASC
718”).
ASC
718
requires
the
recognition
of
compensation
expense,
using
a
fair-value
based
method,
for
costs
related
to
all
share-based
payments
including
stock
options.
ASC
718
requires
companies
to
estimate
the
fair
value
of
share-based
payment
awards
on
the
grant
date
using
an
option
pricing
model.
The
Company
does
not
have
any
awards
of
stock-
based
compensation
issued
and
outstanding
at
December
31,
2013.
Loss
Per
Share
The
Company
has
adopted
Accounting
Standards
Codification
subtopic
260-10,
Earnings
Per
Share
(“ASC
260-10”),
which
specifies
the
computation,
presentation
and
disclosure
requirements
of
earnings
per
share
information.
Basic
earnings
per
share
have
been
calculated
based
upon
the
weighted
average
number
of
common
shares
outstanding.
Common
equivalent
shares
are
excluded
from
the
computation
of
the
diluted
loss per
share
if
their
effect
would
be
anti-dilutive.
For
the
years
ended
December
31,
2013,
the
Company
did
not
have
any
common
equivalent
shares.
Impairment
of
Long-Lived
Assets
The
Company
has
adopted
Accounting
Standards
Codification
subtopic
360-10,
Property,
Plant
and
Equipment
(“ASC
360-10”).
ASC
360-10
requires
that
long-lived
assets
and
certain
identifiable
intangibles
held
and
used
by
the
Company
be
reviewed
for
impairment
whenever
events
or
changes
in
circumstances
indicate
that
the
carrying
amount
of
an
asset
may
not
be
recoverable.
The
Company
evaluates
its
long
lived
assets
for
impairment
annually
or
more
often
if
events
and
circumstances
warrant.
Events
relating
to
recoverability
may
include
significant
unfavorable
changes
in
business
conditions,
recurring
losses,
or
a
forecasted
inability
to
achieve
break-even
operating
results
over
an
extended
period.
The
Company
evaluates
the
recoverability
of
long-lived
assets
based
upon
forecasted
undiscounted
cash
flows.
Should
impairment
in
value
be
indicated,
the
carrying
value
of
intangible
assets
will
be
adjusted,
based
on
estimates
of
future
discounted
cash
flows
resulting
from
the
use
and
ultimate
disposition
of
the
asset.
ASC
360-10
also
requires
assets
to
be
disposed
of
be
reported
at
the
lower
of
the
carrying
amount
or
the
fair
value
less
costs
to
sell.
Management
has
determined
that
no
impairments
of
long-lived
assets
currently
exist.
Income
Taxes
The
Company
accounts
for
income
taxes
in
accordance
with
ASC
740,
Income
Taxes,
which
requires
that
the
Company
recognize
deferred
tax
liabilities
and
assets
based
on
the
differences
between
the
financial
statement
carrying
amounts
and
the
tax
basis
of
assets
and
liabilities,
using
enacted
tax
rates
in
effect
in
the
years
the
differences
are
expected
to
reverse.
Deferred
income
tax
benefit
(expense)
results
from
the
change
in
net
deferred
tax
assets
or
deferred
tax
liabilities.
A
valuation
allowance
is
recorded
when,
in
the
opinion
of
management,
it
is
more
likely
than
not
that
some
or
all
of
any
deferred
tax
assets
will
not
be
realized.
Foreign-currency
Transactions
—
Foreign-currency
transactions
are
recorded
in
New
Taiwan
dollars
(“NTD”)
at
the
rates
of
exchange
in
effect
when
the
transactions
occur.
Gains
or
losses
resulting
from
the
application
of
different
foreign
exchange
rates
when
cash
in
foreign
currency
is
converted
into
New
Taiwan
dollars,
or
when
foreign-currency
receivables
or
payables
are
settled,
are
credited or
charged
to
income
in
the
year
of
conversion
or
settlement.
On
the
balance
sheet
dates,
the
balances
of
foreign-currency
assets
and
liabilities
are
restated
at
the
prevailing
exchange
rates
and
the
resulting
differences
are
charged
to
current
income
except
for
those
foreign
currencies
denominated
investments
in
shares
of
stock
where
such
differences
are
accounted
for
as
translation
adjustments
under
stockholders’
equity.
Translation
Adjustment
—The
Company
financial
statements
are
presented
in
the
U.S.
dollar
($),
which
is
the
Company’s
reporting
currency,
while
its
functional
currency
is
the
New
Taiwan
dollar
(“NTD”).
Transactions
in
foreign
currencies
are
initially
recorded
at
the
functional
currency
rate
ruling
at
the
date
of
transaction.
Any
differences
between
the
initially
recorded
amount
and
the settlement
amount
are
recorded
as
a
gain
or
loss
on
foreign
currency
transaction
in
the
consolidated
statements
of
income.
Monetary
assets
and
liabilities
denominated
in
foreign
currency
are
translated
at
the
functional
currency
rate
of
exchange
ruling
at
the
balance
sheet
date.
Any
differences
are
taken
to
profit
or
loss
as
a
gain
or
loss
on
foreign
currency
translation in
the
statements
of
income.
In
accordance
with
ASC
830,
Foreign
Currency
Matters,
the
Company
translates
the
assets
and
liabilities
into
U.S.
dollars
($)
using
the
rate
of
exchange
prevailing
at
the
balance
sheet
date
and
the
statements
of
operations
and
cash
flows
are
translated
at
an
average
rate
during
the
reporting
period.
Adjustments
resulting
from
the
translation
from
NTD
into
U.S.
dollars
are
recorded
in
stockholders’
equity
as
part
of
accumulated
other
comprehensive
income.
Statement
of
Cash
Flows
Cash
flows
from
the
Company's
operations
are
based
upon
the
local
currencies.
As
a
result,
amounts
related
to
assets
and
liabilities
reported
on
the
statement
of
cash
flows
will
not
necessarily
agree
with
changes
in
the
corresponding
balances
on
the
balance
sheet.
Recently
Issued
Accounting
Pronouncements
—
In
May
2011,
the
FASB
issued
ASU
2011-04
,
“Fair
Value
Measurement
(Topic
820):
Amendments
to
Achieve
Common
Fair
Value
Measurement
and
Disclosure
Requirements
in
U.S.
GAAP
and
IFRSs,”
to
provide
a
consistent
definition
of
fair
value
and
ensure
that
the
fair
value
measurement
and
disclosure
requirements
are
similar
between
U.S.
GAAP
and
IFRS.
The
amended
guidance
changes
certain
fair
value
measurement
principles
and
enhances
the
disclosure
requirements
particularly
for
Level
3
fair
value
measurements.
The
Company
adopted
the
provisions
of
this
ASU
in
the
first
quarter
of
2012
and
does
not
believe
the
adoption
will
have
a
material
impact
on
its
consolidated
financial
statements.
In
September
2011,
the
FASB
issued
ASU
2011-08
,
"Intangibles—Goodwill
and
Other
(Topic
350):
Testing
Goodwill
for
Impairment,”
which
modifies
the
impairment
test
for
goodwill.
Under
the
new
guidance,
an
entity
is
permitted
to
make
a
qualitative
assessment
of
whether
it
is
more
likely
than
not
that
the
reporting
unit’s
fair
value
is
less
than
the
carrying
value
before
applying
the
two-step
goodwill
impairment
model
that
is
currently
in
place.
If
it
is
determined
through
the
qualitative
assessment
that
a
reporting
unit's
fair
value
is
more
likely
than
not
greater
than
its
carrying
value,
the
remaining
impairment
steps
would
be
unnecessary.
The
qualitative
assessment
is
optional,
allowing
companies
to
go
directly
to
the
quantitative
assessment.
The Company
adopted
the
provisions
of
this
ASU
in
the
first
quarter
of
2012
and
does
not
believe
the
adoption
will
have
a
material
impact
on
its
consolidated
financial
statements.
NOTE
2-
INCOME
TAXES
San
Lotus
has
not
yet
realized
income
as
of
the
date
of
this
report,
and
no
provision
for
income
taxes
has
been
made.
As
of
December
31,
2013, there
were
no
deferred
tax
assets
or
liabilities.
NOTE
3-
INVESTMENTS
In January 2013, the Company entered into non-binding letters
of intent to acquire 100% ownership in two privately held travel and leisure companies, USA XO Tours Inc., a California corporation,
and XO Tours Canada Ltd., a Vancouver, British Columbia limited company (together, the “XO Entities”). The “XO
Entities” are each owned by our Chief Executive Officer, Chen Tseng Chih Ying.
In January 2013, the Company entered into non-binding letters
of intent to acquire 100% ownership in two privately held travel and leisure companies, See World Holiday Ltd., a Vancouver, British
Columbia corporation, and Grandfair Travel Ltd., a Vancouver, British Columbia limited company (together, the “Travel Companies”).
The Travel Companies are each owned by our Chief Executive Officer, Chen Tseng Chih Ying.
In January 2013, the Company entered into a non-binding letter
of intent to acquire 100% ownership in a privately held travel and leisure company, Lok Yee Holiday Limited, a Hong Kong limited
company (“Lok Yee Holiday”). Lok Yee Holiday is owned by our Chief Executive Officer, Chen Tseng Chih Ying.
In January 2013, our wholly-owned subsidiary, Green Forest Management
Consulting Inc., a Taiwan corporation, entered into non-binding letters of intent to acquire 100% ownership in Sin Lian Hua International
Travel Inc., a privately held Taiwan (R.O.C.) travel and leisure corporation (“SLH International”). SLH International
is owned by our Chief Executive Officer, Chen Tseng Chih Ying.
In February 2013, our wholly-owned subsidiary, Green Forest
Management Consulting Inc., a Taiwan (R.O.C.) corporation, entered into a non-binding letter of intent with Yao De International
Recreation Incorporation (“Yao De”) to acquire 100% ownership in Royal Country Club golf course, a 206 hectare golf
course in Touwu Township, Maoli County, Taiwan (R.O.C.) (the “Subject Land”). The Subject Land is owned by Yao De and
25 individuals who own minority interests in the Subject Land. Yao De owns the majority of the Subject Land and, while Green Forest
has yet to enter into a formal non-binding LOI with the 25 individual owners (the “minority land owners”), Green Forest
has reached verbal agreement with all parties concerning its intent to purchase the Subject Land.
In February 2013, our wholly-owned subsidiary, Green Forest,
a Taiwanese corporation , entered into a non-binding letter of intent with an unrelated party to acquire 100% ownership in approximately
16,000 square meters of land in the Fuli Section of Miaoli City, Miaoli County, Taiwan.
In March 2013, the Company entered into non-binding letters
of intent to acquire 100% ownership in three privately held travel and leisure companies, Smileviet, JSC, a Hanoi, Vietnam corporation,
Tourmaster Travel Service Inc., a Taiwan (R.O.C) corporation, and Vietlink International Travel (HK) Ltd., a Hong Kong (S.A.R.)
corporation (together referred to as the “entities”). The three entities have operations in the cities of Hanoi, Ho
Chi Minh City and Da Nang, Vietnam, Hong Kong and Taipei, Taiwan.
NOTE
4-
RELATED
PARTY
TRANSACTIONS
Purchase
of
Assets-
In January 2013, our wholly-owned subsidiary, Green Forest, a Taiwanese
corporation, entered into non-binding letters of intent to acquire 100% ownership of Mao Ren International Inc., a Taiwanese land
holding company (“Mao Ren”). Mao Ren is owned by a consortium of 10 investors, including our Vice President, Yu Chien
Yang, and one of our stockholders, Da Chuang Management Consultant Co. LTD., an entity controlled by Mr. Yu.
In February 2013, our wholly-owned subsidiary, Green Forest,
a Taiwanese corporation , entered into the following non-binding letters of intent : (1) with Da Chuang Business Management Consultant
Co. Ltd. (“Da Chuang”) to acquire 100% ownership in 29,293 square meters of land owned by Da Chuang in the Xinhua Section
of Xinpi township, Pingtun County, Taiwan; and (2) with Da Ren International Development Inc. to acquire 100% ownership interest
in Da Ren, a Taiwanese real estate holding company. Da Ren is a wholly owned subsidiary of Da Chuang. Both Da Chuang and Da Ren
are controlled by our Vice President, Yu Chien Yang.
In September 2013, our wholly-owned subsidiary, Green Forest,
a Taiwanese corporation, entered into a stock purchase agreement to purchase Da Ren International Development Inc. from its shareholders,
Chang Cheng-Sung, Liao Chi-Sheng, Yu Chien-Yang and Da Chuang Business Management Consultant Co., Ltd., a Taiwanese corporation,
to acquire 100 percent of the outstanding share of common stock in Da Ren in exchange for a promissory note in the amount of TWD
$91,996,524 (US$3,070,645). Through acquiring all of the outstanding stock of Da Ren, Green Forest acquired Da Ren’s only
asset, 37,273.68 square meters of land in Taichung City, Beitun District, Taiwan. The Land was purchased at fair market value.
In October 2013, our wholly-owned subsidiary, Green Forest,
a Taiwanese corporation, entered into a land purchase agreement with Yu Chien-Yang and Da Chuang Business Management Consulting
Co., Ltd., a Taiwanese corporation, to acquire 29,332.7000 square meters of land located in the Xinhua Section of Xinpi Township,
Pingtun County, Taiwan. Mr. Yu is our vice president and director and he holds a 29.31 percent ownership interest in Da Chuang.
Chen Kuan-Yu, our secretary and director, and Chiang Yu-Chang, Green Forest’s chairman, hold 7.56 percent and 1.18 percent
ownership interests, respectively, in Da Chuang. Green Forest purchased the Land for TWD$53,238,851 (US$1,815,414.60).
In December 2013, our wholly-owned subsidiary, Green Forest,
a Taiwanese corporation, entered into a land purchase agreement with Yu, Chien-Yang to acquire 35,251 square meters of land in
Dataoping Section of Zaoqiao Township, Miaoli County, Taiwan and 41,184 square meters of land in Laotianliao Section of Touwu Township,
Miaoli County, Taiwan, all of which is 76,435 square meters. Green Forest purchased the Land for TWD$200,301,985 (US$6,755,547.6).
Operating Leases-
The Company leased an
office from a company that is owned by the Company’s vice president and director under an operating lease agreement which
expired on December 14, 2013. The monthly base rent was approximately $1,010.
NOTE
5-
COMMITMENT
Operating Leases
The
Company
leases
an
office
from
a
related
party
(Note
4)
and
three
office
facilities
from
an
outside
party
under
operating
leases
that
expire
on
various
dates
through
March
2014.
Future
minimum
lease
payments
under
the
operating
leases
are
summarized
as
follows:
Twelve-month ended
|
|
|
|
December 31,
|
|
Amount
|
|
2013
|
|
$
|
25,909
|
|
2014
|
|
|
3,653
|
|
Total
|
|
$
|
29,562
|
|
NOTE
6-
COMMON
STOCK
On
September
17,
2013,
the
Company
issued
30,706,452
shares
of
common
stock
to
noteholders
at
a
price
of
$0.1
per
share
for
an
aggregate
amount
of $3,070,645.
On
October 29,
2013,
the
Company
issued
18,154,146
shares
of
common
stock
to
noteholders
at
a
price
of
$0.10
per
share
for
an
aggregate
amount
of
$1,815,415.
On
December 27,
2013,
the
Company
issued
33,426,757
shares
of
common
stock
to
a
noteholder
at
a
price
of
$0.2021
per
share
for
an
aggregate
amount
of $6,755,547.
NOTE 7 – SUBSEQUENT EVENTS
On March 13, 2014, The Company ‘s wholly-owned subsidiary,
Green Forest, a Taiwanese corporation, entered into a land purchase agreement with an unrelated party to acquire 35,790.4921 square
meters of land in Dataoping Section of Zaoqiao Township, and 281, 116.5 square meters of land in Laotianliao Section of Touwu Township,
both in Miaoli County, Taiwan, for a total of TWD$830,490,304 (US$28,165,580.60). The Purchase Price was paid for through Green
Forest’s issuance of a promissory note payable to the Seller. Through an agreement of assignment, assumption and release,
which the Company entered into with the Sellers and Green Forest on March 13, 2014, we assumed the debt Green Forest owed under
the Promissory Note, thus relieving Green Forest of its obligations. On the same date, the Company entered into a stock purchase
agreement for the issuance of 139,364,582 shares of its common stock, par value $0.1 per share, at a purchase price of $0.2021per
share, to the Sellers and their designees pursuant to stock purchase agreements.
******
SAN LOTUS HOLDING INC.
494,000 SHARES OF COMMON STOCK
PROSPECTUS
YOU SHOULD RELY ONLY ON THE INFORMATION
CONTAINED IN THIS DOCUMENT OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT
IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE
WHERE THE OFFER OR SALE IS NOT PERMITTED.
Until _____________, all dealers
that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus.
This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their
unsold allotments or subscriptions.
The Date of This Prospectus is_____,
2012
PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13:
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Securities and Exchange Commission registration fee
|
|
$
|
8.60
|
|
Accounting fees and expenses
|
|
$
|
4,000.00
|
|
Legal fees and expense
|
|
$
|
30,000.00
|
|
Blue Sky fees and expenses
|
|
$
|
1,000.00
|
|
Miscellaneous
|
|
$
|
0.00
|
|
Total
|
|
$
|
35,008.60
|
|
All amounts, other than the Commission’s
registration fee, are estimates. We are paying all expenses of the offering listed above. No portion of these expenses will be
borne by the selling stockholders. The selling stockholders, however, will pay any other expenses incurred in selling their common
stock, including any brokerage commissions or costs of sale.
ITEM 14: INDEMNIFICATIONS OF
DIRECTORS AND OFFICERS
Our directors and officers are indemnified
as provided by the Nevada corporate law and our bylaws. We have agreed to indemnify each of our directors and certain officers
against certain liabilities, including liabilities under the Securities Act of 1933. Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions
described above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than our payment of expenses incurred or paid by our director, officer or
controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
We have been advised that in the opinion
of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy
as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such
liabilities is asserted by one of our directors, officers or controlling persons in connection with the securities being registered,
we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question
of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the
court’s decision.
ITEM 15: RECENT SALES OF UNREGISTERED
SECURITIES
We were incorporated in the State of
Nevada on June 21, 2011. The below-referenced stockholders acquired their shares by purchase exempt from registration under Regulation
S of the Securities Act of 1933, as amended (the “Securities Act”), in July and November 2011, and April 2012. We
relied upon Regulation S of the Securities Act for the below issuances to non-US citizens or residents.
On July 25, 2011, we issued 1,520,000
shares of common stock to its founders at a price of $0.10 per share for an aggregate offering price of $152,000.
In July 2011, the we issued 480,000
shares of common stock to individual investors at a price of $0.15 per share for an aggregate offering price of $72,000.
As of November 9, 2011, all of the
above listed shares had been fully paid for.
On April 25, 2012, we issued 6,500,000
shares of common stock to one of our founders and another individual at a price of $0.10 per share for an aggregate offering price
of $650,000. As of June 1, 2012, the shares were fully paid for.
On July 11, 2012, we issued 6,072,130
shares of common stock to two of founders and another individual at a price of $0.10 per share for an aggregate offering price
of $607,213. As of July 11, 2012, the shares were fully paid for.
On September 17, 2013, we issued 30,706,452
shares of our common stock at a purchase price of $3,070,645.20, or $0.10 per share.
The
Shares were
issued
at the instruction of the Da Ren Sellers and in satisfaction of
the debt owed to the Da Ren Sellers under the Promissory Note.
The shares are exempted from registration pursuant
to Regulation S of the Securities Act as the shares were sold outside the U.S. to non-U.S. individuals.
On
October 29, 2013, we entered into a stock purchase agreement for the issuance of 18,154,146 shares of our common stock at a purchase
price of $0.10 per share. The issuance of the Shares was exempt from registration in reliance on either Regulation S or Regulation
D. The Shares were issued at the instruction of the Sellers and in full satisfaction of the debt we owed pursuant to the Assumption
of Promissory Note owed by our subsidiary, Green Forest Management Consulting Inc.
On
December 27, 2013, we entered into a stock purchase agreement for the issuance of 33,426,757 shares of our common stock, par value
$0.1 per share, at a purchase price of $0.2021 per share. The issuance of the Shares was exempt from registration pursuant to
either Regulation S or Regulation D. The Shares were issued at the instruction of the Sellers and in full satisfaction of the
debt we owed pursuant to the Assumption of Promissory Note owed by our subsidiary, Green Forest Management Consulting Inc..
On
March 13, 2014, we entered into a stock purchase agreement for the issuance of 139,364,582 shares of our common stock, at a purchase
price of $0.2021per share. The issuance of the Shares was exempt from registration pursuant to either Regulation S or Regulation
D. The Shares were issued at the instruction of the Sellers and in full satisfaction of the debt we owed pursuant to the Assumption
of Promissory Note owed by our subsidiary, Green Forest Management Consulting Inc.
We believed that Regulation S
was available for all of the above issuances because:
|
·
|
none
of these issuances involved underwriters, underwriting discounts or commissions;
|
|
·
|
we
placed Regulation S required restrictive legends on all certificates issued;
|
|
·
|
no
offers or sales of stock under the Regulation S offering were made to persons in the
United States; and
|
|
·
|
no
direct selling efforts of the Regulation S offering were made in the United States.
|
We believed that Regulation D
was available for all of the above issuances because:
|
·
|
none
of any general solicitation be used to market our securities;
|
|
·
|
fewer
than 35 non-accredited invetors involving all the issuances above;
|
|
·
|
giving
non-accredited investors disclosure documents that are generally the same as those used
in registered offerings;
|
|
·
|
our
availability to answer questions by prospective investors; and
|
|
·
|
financial
statements certified by independent public accountant;
|
In connection with the above
transactions, although some of the investors may have also been accredited, we provided the following to all investors:
|
o
|
access to all our books and records;
|
|
o
|
access to all material contracts and documents relating
to our operations; and
|
|
o
|
the opportunity to obtain any additional information,
to the extent we possessed such information, necessary to verify the accuracy of the
information to which the investors were given access.
|
Prospective investors were invited
to review at our offices, at any reasonable hour and after reasonable advance notice, any materials available to us concerning
our business. Prospective Investors were also invited to visit our offices.
ITEM 16 EXHIBITS
Exhibit No.
|
|
Description
|
3.1
|
|
Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 to Form S-1 filed September 6, 2011)
|
|
|
|
3.2
|
|
Certificate of Amendment to Articles of Incorporation (incorporated herein by reference to Exhibit 3.2 to Form S-1/A filed June 29, 2012)
|
|
|
|
3.2
|
|
By-Laws (incorporated herein by reference to Exhibit 3.2 to Form S-1 filed September 6, 2011)
|
|
|
|
4.1
|
|
Form of Subscription Agreement (incorporated herein by reference to Exhibit 4.1 to Form S-1/A filed June 29, 2012)
|
|
|
|
5.1
|
|
Opinion of Chiang, Tien Jen
|
|
|
|
10.1
|
|
List of Subsidiaries
|
|
|
|
10.2
|
|
Subscription Agreement, dated January 20, 2012, between A Peace World Holding Inc. and San Lotus Holding Inc. (incorporated herein by reference to Exhibit 10.2 to Form S-1/A filed June 29, 2012)
|
|
|
|
10.3
|
|
Letter from the Investment Commission, Ministry of Economic Affairs, Taiwan (R.O.C.), approving San Lotus Holding Inc.’s Investment In Green Forest Management Consulting Inc., a Taiwan corporation. (incorporated herein by reference to Exhibit 10.3 to Form S-1/A filed June 29, 2012)
|
|
|
|
10.4
|
|
Stock Purchase Agreement, dated March 31, 2012, between TBWTV Inc. and San Lotus Holding Inc. (incorporated herein by reference to Exhibit 10.4 to Form S-1/A filed June 29, 2012)
|
|
|
|
10.5
|
|
Asset Purchase Agreement, dated as of June 5, 2012, between San Lotus Holding Inc. and USA XO Tours Inc. (incorporated herein by reference to Exhibit 10.5 to Form S-1/A filed June 29, 2012)
|
|
|
|
10.6
|
|
Share Repurchase Agreement, dated July 11, 2012, between San Lotus Holding Inc. and Yu Chien-Yang. (incorporated herein by reference to Exhibit 10.5 to Form S-1/A filed July 25, 2012)
|
|
|
|
10.7
|
|
Stock Purchase Agreement, dated September 13, 2012, between San Lotus Holding Inc. and Chen Kuan-Yu. (incorporated herein by reference to Exhibit 10.8 to Form S-1/A filed September 19, 2012)
|
|
|
|
10.8
|
|
Stock Purchase Agreement, dated September 13, 2012, between San Lotus Holding Inc. and Yu Chien-Yang. (incorporated herein by reference to Exhibit 10.9 to Form S-1/A filed September 19, 2012)
|
|
|
|
10.9
|
|
Non-binding Letter of Intent, dated February 2, 2013, by and between San Lotus Holding Inc. and Yao De International Recreation Inc. (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed February 4, 2013).
|
|
|
|
10.10
|
|
Non-binding Letter of Intent, dated February 3, 2013, by and between San Lotus Holding Inc. and Da Chuang Business Management Consultant Co., Ltd. (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed February 7, 2013).
|
|
|
|
10.11
|
|
Non-binding Letter of Intent, dated January 18, 2013, by and between San Lotus Holding Inc. and USA XO Tours Inc. (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed January 22, 2013).
|
10.12
|
|
Non-binding Letter of Intent, dated January 20, 2013, by and between San Lotus Holding Inc. and Lok Yee Holiday Ltd. (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed January 25, 2012).
|
|
|
|
10.13
|
|
Non-binding Letter of Intent, dated January 27, 2013, by and between San Lotus Holding Inc. and Sin Lian Hua International Travel Inc. (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed January 31, 2013).
|
|
|
|
10.14
|
|
Non-binding Letter of Intent, dated February 4, 2013, by and between Green Forest Management Consulting Inc. and Deng Wei Yuan (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed February 8, 2013).
|
|
|
|
10.15
|
|
Convertible Loan Agreement, dated February 25, 2013, by and between San Lotus Holding Inc. and USA XO Tours Inc. (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed February 28, 2013).
|
|
|
|
10.16
|
|
Stock Purchase Agreement, dated September 13, 2012, by and between San Lotus Holding Inc. and Yu Chien Yang (incorporated herein by reference to Exhibit 10.9 to Form S-1 (File No. 333-176694) filed September 19, 2012).
|
|
|
|
10.17
|
|
Non-binding Letter of Intent, dated January 18, 2013, by and between San Lotus Holding Inc. and USA XO Tours Canada Ltd. (incorporated herein by reference to Exhibit 10.2 to Form 8-K filed January 22, 2013).
|
|
|
|
10.18
|
|
Non-binding Letter of Intent, dated January 27, 2013, by and between San Lotus Holding Inc. and Mao Ren International Inc. (incorporated herein by reference to Exhibit 10.2 to Form 8-K filed January 31, 2013).
|
|
|
|
10.19
|
|
Letter from Investment Commission, Ministry of Economic Affairs, Taiwan (R.O.C.), approving San Lotus Holding Inc.’s Investment In Green Forest Management Consulting Inc., a Taiwan corporation, dated May 21, 2012, (incorporated herein by reference to Exhibit 10.3 to Form S-1 (File No. 333-176694) filed June 29, 2012).
|
|
|
|
10.20
|
|
Stock Purchase Agreement of San Lotus Holding Inc., dated March 31, 2012, by and between TBWTV Inc. and San Lotus Holding Inc. (incorporated herein by reference to Exhibit 10.4 to Form S-1 (File No. 333-176694) filed June 29, 2012).
|
|
|
|
10.21
|
|
Asset Purchase Agreement, dated as of June 5, 2012, by and between San Lotus Holding Inc. and USA XO Tours Inc. (incorporated herein by reference to Exhibit 10.5 of Form S-1 (File No. 333-176694) filed June 29, 2012).
|
|
|
|
10.22
|
|
Share Repurchase Agreement, dated July 10, 2012, by and between San Lotus Holding Inc. and Yu Chang Chiang (incorporated herein by reference to Exhibit 10.6 of Form S-1 (File No. 333-176694) filed July 25, 2012).
|
|
|
|
10.23
|
|
Share Repurchase Agreement, dated July 10, 2012, by and between San Lotus Holding Inc. and Yu Chien Yang (incorporated herein by reference to Exhibit 10.7 to Form S-1 (File No. 333-176694) filed August 29, 2012).
|
|
|
|
10.24
|
|
Stock Purchase Agreement, dated September 13, 2012, by and between San Lotus Holding Inc. and Chen Kuan Yu (incorporated herein by reference to Exhibit 10.8 to Form S-1(File No. 333-176694) filed September 19, 2012).
|
|
|
|
10.25
|
|
Subscription Agreement of San Lotus Holding Inc., dated January 20, 2012, by and between A Peace World Holding Inc. and San Lotus Holding Inc. (incorporated herein by reference to Exhibit 10.2 to Form S-1 (File No. 333-176694) filed June 29, 2012).
|
10.26
|
|
Non-binding Letter of Intent, dated March 16, 2013, to Acquire Smileviet, JSC (incorporated herein by reference to Exhibit 10.1 to Form 8-K filed March 18, 2013).
|
|
|
|
10.27
|
|
Non-binding Letter of Intent, dated March 16, 2013, to Acquire Tourmaster Travel Service Inc. (incorporated herein by reference to Exhibit 10.2 to Form 8-K filed March 18, 2013).
|
|
|
|
10.28
|
|
Non-binding Letter of Intent, dated March 16, 2013, to Acquire Vietlink International Travel (HK) Ltd. (incorporated herein by reference to Exhibit 10.3 to Form 8-K filed March 18, 2013).
|
|
|
|
10.29
|
|
Agreement of
Assignment
, Assumption and Release, dated as of September 17, 2013 by and among San Lotus Holding Inc., Green Forest Management Consulting Inc., Chang Cheng-Sung, Liao Chi-Sheng, Yu Chien-Yang and Da Chuang Business Management Consulting Co., Ltd.
(incorporated herein by reference to Exhibit 10.3 to Form 8-K filed September 20, 2013).
|
|
|
|
10.30
|
|
Cancellation of Promissory Note, dated as of September 17, 2013, by and between San Lotus Holding Inc., Green Forest Management Consulting Inc., Chang Cheng-Sung, Liao Chi-Sheng, Yu Chien-Yang and Da Chuang Business Management Consulting Co., Ltd.
(incorporated herein by reference to Exhibit 10.4 to Form 8-K filed September 20, 2013).
|
|
|
|
10.31
|
|
Regulation S Stock Purchase Agreement, dated of September 17, 2013, between San Lotus Holding Inc. and the Purchasers Named Therein (incorporated herein by reference to Exhibit 10.5 to Form 8-K filed September 20, 2013).
|
|
|
|
10.32
|
|
Agreement of Assignment, Assumption and Release, dated as of October 29, 2013, by and among San Lotus Holding Inc., Green Forest Management Consulting Inc., Yu Chien-Yang and Da Chuang Business Management Consulting Co., Ltd.
(incorporated herein by reference to Exhibit 10.3 to Form 8-K filed November 4, 2013).
|
|
|
|
10.33
|
|
Cancellation of Promissory Note, dated as of October 29, 2013, by and between San Lotus Holding Inc., Green Forest Management Consulting Inc., Yu Chien-Yang and Da Chuang Business Management Consulting Co., Ltd.
(incorporated herein by reference to Exhibit 10.4 to Form 8-K filed November 4, 2013).
|
|
|
|
10.34
|
|
Regulation S Stock Purchase Agreement, dated as of October 29, 2013, between San Lotus Holding Inc. and the Purchasers Named Therein.
(incorporated herein by reference to Exhibit 10.5 to Form 8-K filed November 4, 2013).
|
|
|
|
10.35
|
|
Regulation D Stock Purchase Agreement, dated as of October 29, 2013, between San Lotus Holding Inc. and the Purchasers Named Therein.
(incorporated herein by reference to Exhibit 10.6 to Form 8-K filed November 4, 2013).
|
|
|
|
10.36
|
|
Regulation D Stock Purchase Agreement, dated as of October 29, 2013, between San Lotus Holding Inc. and Megan J. Penick.
(incorporated herein by reference to Exhibit 10.7 to Form 8-K filed November 4, 2013).
|
|
|
|
10.37
|
|
Appraisal Report of Zhanmao Real Estate Appraisers Firm.
(incorporated herein by reference to Exhibit 10.8 to Form 8-K filed November 4, 2013).
|
|
|
|
10.38
|
|
Agreement of Assignment, Assumption and Release, dated as of December 27, 2013, by and among San Lotus
Holding
Inc.; Green Forest Management Consulting Inc.; and Yu, Chien-Yang
(incorporated herein by reference to Exhibit 10.3 to Form 8-K filed December 30, 2013).
|
|
|
|
10.39
|
|
Cancellation of Promissory Note, dated as of December 27, 2013, by and between San Lotus Holding Inc.; Green Forest Management Consulting Inc.; and Yu, Chien-Yang
(incorporated herein by reference to Exhibit 10.4 to Form 8-K filed December 30, 2013).
|
|
|
|
10.40
|
|
Regulation S Stock Purchase Agreement, dated as of December 27, 2013, between San Lotus Holding Inc. and the Purchasers Named Therein.
(incorporated herein by reference to Exhibit 10.5 to Form 8-K filed December 30, 2013).
|
10.41
|
|
Regulation D Stock Purchase Agreement, dated as of December 27, 2013, between San Lotus Holding Inc. and the Purchasers Named Therein.
(incorporated herein by reference to Exhibit 10.6 to Form 8-K filed December 30, 2013).
|
|
|
|
10.42
|
|
Appraisal Report of Zhanmao Real Estate Appraisers Firm.
(incorporated herein by reference to Exhibit 10.8 to Form 8-K filed December 30, 2013).
|
|
|
|
10.43
|
|
Agreement of Assignment, Assumption and Release, dated as of March 13, 2014, by and among San Lotus Holding Inc.; Green Forest Management Consulting Inc.; and Lo, Fun-Ming
(incorporated herein by reference to Exhibit 10.3 to Form 8-K filed March 13, 2014).
|
|
|
|
10.44
|
|
Cancellation of Promissory Note, dated as of March 13, 2014, by and between San Lotus Holding Inc.; Green Forest Management Consulting Inc.; and Lo, Fun-Ming
(incorporated herein by reference to Exhibit 10.4 to Form 8-K filed March 13, 2014).
|
|
|
|
10.45
|
|
Regulation S Stock Purchase Agreement, dated as of March 13, 2014, between San Lotus Holding Inc. and the Purchasers Named Therein.
(incorporated herein by reference to Exhibit 10.5 to Form 8-K filed March 13, 2014).
|
|
|
|
10.46
|
|
Regulation D Stock Purchase Agreement, dated as of March 13, 2014, between San Lotus Holding Inc. and the Purchasers Named Therein.
(incorporated herein by reference to Exhibit 10.6 to Form 8-K filed March 13, 2014).
|
|
|
|
21.1
|
|
List of Subsidiaries of Registrant (incorporated herein by reference
to Exhibit 21.1 to Post Effective Amendment No. 2 filed April 24, 2014).
|
|
|
|
23.1
|
|
Consent of KCC & Associates
|
|
|
|
23.2
|
|
Consent of KCCW Accountancy Corp.
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(incorporated herein by reference to Exhibit 31.1 to Quarterly Report on Form 10-Q filed May 12, 2014).
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(incorporated herein by reference to Exhibit 31.2 to Quarterly Report on Form 10-Q filed May 12, 2014).
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer
and Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.
(incorporated herein by reference to Exhibit
31.2 to Quarterly Report on Form 10-Q filed May 12, 2014).
|
ITEM 17: UNDERTAKINGS
(A) The undersigned Registrant hereby
undertakes:
(1) To file, during any period in which
offers or sales are being made, a post-effective amendment to this registration statement:
i. To include any prospectus required
by section 10(a)(3) of the Securities Act of 1933;
ii. To reflect in the prospectus any
facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement.
iii. To include any material information
with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining
any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by
means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
(5) Each prospectus filed pursuant
to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule
430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document immediately prior to such date of first use.
(6) That, for the purpose of determining
liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The
undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such purchaser:
i. Any preliminary prospectus or prospectus
of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
ii. Any free writing prospectus relating
to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
iii. The portion of any other free
writing prospectus relating to the offering containing material information about the undersigned registrant or its securities
provided by or on behalf of the undersigned registrant; and
iv. Any other communication that is
an offer in the offering made by the undersigned registrant to the purchaser.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the registrant has duly caused this Post Effective Amendment No. 6 to Form S-1 to be signed on its behalf
by the undersigned, thereunto duly authorized on July 4, 2014.
|
San Lotus Holding Inc.
|
|
|
|
|
By:
|
/s/ Chen, Li Hsing
|
|
Chen, Li-Hsing
|
|
President
|
|
(Principal Executive Officer)
|
|
|
|
|
By:
|
/s/ Lin, Mu Chen
|
|
Lin, Mu Chen
|
|
Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 6 to the Registration Statement on Form
S-1 has been signed by the following persons in the capacities and on the dates indicated:
Name
|
|
Title
|
|
Date
|
/s/
Chen, Li-Hsing
|
|
President, Director
|
|
July 4, 2014
|
Chen, Li-Hising
|
|
|
|
|
|
|
|
|
|
/s/ Yu, Chen Yang
|
|
Vice President, Director
|
|
July 4, 2014
|
Yu, Chien Yang
|
|
|
|
|
|
|
|
|
|
/s/ Chen, Kuan-Yu
|
|
Secretary, Director
|
|
July 4, 2014
|
Chen, Kuan-Yu
|
|
|
|
|
|
|
|
|
|
/s/ Lo, Fun-Ming
|
|
Director
|
|
July 4, 2014
|
Lo, Fun-Ming
|
|
|
|
|
|
|
|
|
|
/s/Kwong,
Edwin
|
|
Director
|
|
July 4, 2014
|
Kwong, Edwin
|
|
|
|
|
|
|
|
|
|
/s/
Wu, Tsung-Lun
|
|
Director
|
|
July 4, 2014
|
Wu, Tsung-Lun
|
|
|
|
|
|
|
|
|
|
/s/
Yueh, Jung-Lin
|
|
Director
|
|
July 4, 2014
|
Yueh, Jung-Lin
|
|
|
|
|
|
|
|
|
|
/s/Chang,
Kai
|
|
Director
|
|
July 4, 2014
|
Chang, Kai
|
|
|
|
|
|
|
|
|
|
/s/
Lai, Chia-Ling
|
|
Director
|
|
July 4, 2014
|
Lai, Chia-Ling
|
|
|
|
|
|
|
|
|
|
/s/ Lin, Mu Chen
|
|
Chief Financial Officer
|
|
July 4, 2014
|
Lin, Mu Chen
|
|
(Principal Financial and Accounting
Officer)
|
|
|
|
|
|
|
|
/s/ Chen Tseng, Chih-Ying
|
|
Chief Executive Officer
|
|
July 4, 2014
|
Chen Tseng, Chih-Ying
|
|
|
|
|
Grafico Azioni San Lotus (GM) (USOTC:SLOT)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni San Lotus (GM) (USOTC:SLOT)
Storico
Da Giu 2023 a Giu 2024