g3448.htm

S-1 1 g3448.htm FORM S-1 OF AUTO NETWROKS INT'L CORP g3448.htm

As Filed With the Securities and Exchange Commission on September 10, 2009

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

AUTO NETWORKS INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	3714	N/A
(State or jurisdiction of incorporation or organization)	Primary Standard Industrial Classification Code Number	IRS Employer Identification Number

No. 81, Fu Hsing Road

Section 1, South District

Taichung City 402,

Taiwan, Republic of China

Telephone: +886 963 080 887

(Address and telephone number of principal executive offices)

Incsmart.biz, Inc.

4421 Edward Avenue

Las Vegas, Nevada 89108

Telephone: (702) 403-8432

(Name, address and telephone number of agent for service)

with a copy to:

Dean Law Corp.

601 Union Street, Suite 4200

Seattle, Washington 98101

Telephone: (206) 274-4598 Facsimile: (206) 493-2777

Approximate date of proposed sale to the public: as soon as practicable after the effective date of this Registration Statement.

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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

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. o

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. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company: in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED	AMOUNT TO BE REGISTERED	PROPOSED MAXIMUM OFFERING PRICE PER SHARE	PROPOSED MAXIMUM AGGREGATE OFFERING PRICE	AMOUNT OF REGISTRATION FEE (1)
Common Stock	1,396,000	$0.10 per share	$139,600	$7.79

(1)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.

SUBJECT TO COMPLETION, DATED SEPTEMBER 10, 2009

PROSPECTUS

1,396,000 SHARES

COMMON STOCK

The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus for a period of up to two years from the effective date.

Our common stock is presently not traded on any market or securities exchange.

THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. See section entitled "Risk Factors" on pages 5 to 9 of this prospectus.

The information in this prospectus is not complete and may be changed. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The selling shareholders will sell our shares at $0.10 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined the offering price arbitrarily by adding a $0.05 premium to the last sale price of our common stock to investors. There is no assurance of when, if ever, our stock will be listed on an exchange.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The Date of This Prospectus is: September 10, 2009

Table of Contents

	PAGE
Summary	3

Risk Factors	5

Forward-Looking Statements	9

Use of Proceeds	9

Determination of Offering Price	9

Dilution	9

Selling Shareholders	9

Plan of Distribution	13

Description of Securities	14

Interest of Named Experts and Counsel	15

Description of Business	16

Legal Proceedings	20

Market for Common Equity and Related Stockholder Matters	20

Plan of Operations	22

Changes in and Disagreements with Accountants	22

Available Information	23

Directors, Executive Officers, Promoters and Control Persons	23

Executive Compensation	25

Security Ownership of Certain Beneficial Owners and Management	26

Certain Relationships and Related Transactions	26

Disclosure of Commission Position of Indemnification for Securities Act Liabilities	27

Financial Statements	28

Summary

Prospective investors are urged to read this prospectus in its entirety.

We are a development stage company. We do not have revenues. We have minimal assets, and have incurred losses since inception. We intend to commence business operations by distributing automobile wheels manufactured in Taiwan and China to the United States. Our goal is to distribute and market Taiwanese and Chinese automobile wheels to car assemblers, auto makers, wholesale and retail stores, as well as to the general public in the United States. To date we have entered into negotiations for the execution of a distribution agreement of automobile wheels with one Taiwanese and one Chinese manufacturer.

We have not generated any revenues from operations thus far, and cannot guarantee that revenue from future operations will be sufficient to cover our expenses to achieve profitability.

We were incorporated on June 15, 2009 under the laws of the state of Nevada. Our principal office is located at No. 81, Fu Hsing Road, Section 1, South District, Taichung City 402, Taiwan, ROC. Our telephone number is 886 963 080 887.

The Offering:

Securities Being Offered	Up to 1,396,000 shares of common stock.

Offering Price	The selling shareholders will sell our shares at $0.10 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined the offering price arbitrarily by adding a $0.05 premium to the last sale price of our common stock to investors.

Terms of the Offering	The selling shareholders will determine when and how they will sell the common stock offered in this prospectus.

Termination of the Offering	The offering will conclude when all of the 1,396,000 shares of common stock have been sold, the shares no longer need to be registered to be sold due to the operation of Rule 144 or we decide at any time to terminate the registration of the shares at our sole discretion. In any event, the offering shall be terminated no later than two years from the effective date of this registration statement.

Securities Issued And to be Issued	17,740,000 shares of our common stock are issued and outstanding as of the date of this prospectus. All of the common stock to be sold under this prospectus will be sold by existing shareholders.

Use of Proceeds	We will not receive any proceeds from the sale of the common stock by the selling shareholders.

Market for the common stock

There has been no market for our securities. Our common stock is not traded on any exchange or on the Over-the-Counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with FINRA for our common stock to become eligible for trading on the Over-the-Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application. There is no assurance that a trading market will develop or, if developed, that it will be sustained. Consequently, a purchaser of our common stock may find it difficult to resell the securities offered herein should the purchaser desire to do so.

Summary Financial Information

The following financial information summarizes the more complete historical financial information at the end of this prospectus.

	As of June 30, 2009 (Audited)
Balance Sheet
Total Assets	$	500
Total Liabilities	$	307
Stockholders’ Deficit	$	193
	Period from June 15, 2009 (date of inception) to June 30, 2009 (Audited)
Income Statement
Revenue	$	—
Total Expenses	$	372,307
Net Loss	$	(372,307	)

Risk Factors

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.

Our business plan calls for ongoing expenses in connection with the distribution of automobile wheels. We have not generated any revenue from operations to date.

At June 30, 2009, we had cash on hand of $500 we have accumulated a deficit of $372,307 in general and administrative expenses. At this rate, we anticipate that additional funding will be needed for general administrative expenses and marketing costs.

In order to expand our business operations, we anticipate that we will have to raise additional funding. If we are not able to raise the capital necessary to fund our business expansion objectives, we may have to delay the implementation of our business plan.

We do not currently have any arrangements for financing. Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations. These factors may impact the timing, amount, terms or conditions of additional financing available to us. The most likely source of future funds available to us is through the sale of additional shares of common stock or advances from our sole director.

WE LACK AN OPERATING HISTORY AND HAVE NOT GENERATED ANY REVENUES OR PROFIT TO DATE. THERE IS NO ASSURANCE OUR FUTURE OPERATIONS WILL RESULT IN PROFITABLE REVENUES. IF WE CANNOT GENERATE SUFFICIENT REVENUES TO OPERATE PROFITABLY, WE MAY HAVE TO CEASE OPERATIONS.

We were incorporated on June 15, 2009. We have not started our proposed business operations or realized any revenues and we have been involved primarily in organizational activities. We have no operating history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to earn profit by marketing and developing educational software programs. We cannot guarantee that we will be successful in generating revenues and profit in the future. Failure to generate revenues and profit will cause us to suspend or cease operations.

ANY ADDITIONAL FUNDING WE ARRANGE THROUGH THE SALE OF OUR COMMON STOCK WILL RESULT IN DILUTION TO EXISTING SHAREHOLDERS.

We must raise additional capital in order for our business plan to succeed. Our most likely source of additional capital will be through the sale of additional shares of common stock. Such stock issuances will cause stockholders' interests in our company to be diluted. Such dilution will negatively affect the value of investors’ shares.

IF CHI SHING HUANG, OUR SOLE OFFICER, SHOULD RESIGN OR DIE, WE WILL NOT HAVE A CHIEF EXECUTIVE OFFICER. THIS COULD RESULT IN OUR OPERATIONS SUSPENDING, AND YOU COULD LOSE YOUR INVESTMENT.

We depend on the services of our sole officer and director, Chi Shing Huang, for the future success of our business. The loss of the services of Mr. Huang could have an adverse effect on our business, financial condition and results of operations. If he should resign or die we will not have a chief executive officer. If that should occur, until we find another person to act as our chief executive officer, our operations could be suspended. In that event it is possible you could lose your entire investment. We do not carry any key personnel life insurance policies on Mr. Huang and we do not have a contract for his services.

BECAUSE WE HAVE ONLY ONE OFFICER WHO HAS NO FORMAL TRAINING IN FINANCIAL ACCOUNTING AND MANAGEMENT, WHO IS RESPONSIBLE FOR OUR MANAGERIAL AND ORGANIZATIONAL STRUCTURE, IN THE FUTURE, THERE MAY NOT BE EFFECTIVE DISCLOSURE AND ACCOUNTING CONTROLS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS WHICH COULD RESULT IN FINES, PENALTIES AND ASSESSMENTS AGAINST US.

We have only one officer. He has no formal training in financial accounting and management; however, he is responsible for our managerial and organizational structure, which will include preparation of disclosure and accounting controls. While Mr. Huang has no formal training in financial accounting matters, he has been reviewing the financial statements that have been audited and reviewed by our auditors and included in this prospectus. When the disclosure and accounting controls referred to above are implemented, he will be responsible for the administration of them. Should he not have sufficient experience, he may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the SEC which ultimately could cause you to lose your investment. However, because of the small size of our expected operations, we believe that he will be able to monitor the controls he will have created and will be accurate in assembling and providing information to investors.

U.S. INVESTORS MAY EXPERIENCE DIFFICULTIES IN ATTEMPTING TO EFFECT SERVICE OF PROCESS AND TO ENFORCE JUDGMENTS BASED UPON U.S. FEDERAL SECURITIES LAWS AGAINST THE COMPANY AND ITS SOLE NON-U.S. RESIDENT OFFICER AND OUR DIRECTORS.

Our sole officer and all of our directors are not residents of the United States. Consequently, it may be difficult for investors to effect service of process on Mr. Huang and our other directors in the United States and to enforce judgments obtained in United States courts against Mr. Huang based on the civil liability provisions of the United States securities laws. Since all our assets are located in Taiwan it may be difficult or impossible for U.S. investors to collect a judgment against us. As well, any judgment obtained in the United States against us may not be enforceable in the United States.

BECAUSE OUR SOLE OFFICER OWNS 59.2% OF OUR OUTSTANDING COMMON STOCK, HE COULD MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS.

Our sole officer, Chi Shing Huang owns approximately 59.2% of the outstanding shares of our common stock. Accordingly, he will have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations, and the sale of all or substantially all of our assets. He will also have the power to prevent or cause a change in control. The interests of our director may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.

WE WILL HAVE DIFFICULTY ATTRACTING AND RETAINING SKILLED PERSONNEL.

Our future success will depend in large part on our ability to attract and retain highly skilled management, sales, marketing, and finance and product development personnel. Competition for such personnel is intense, and there can be no assurance that we will be successful in attracting or retaining such personnel. Failure to attract and retain such personnel could have a material adverse effect on our operations and financial condition

BECAUSE WE WILL PURCHASE OUR PRODUCTS FROM TAIWAN AND CHINA, A DISRUPTION IN THE DELIVERY OF IMPORTED PRODUCTS MAY HAVE A GREATER EFFECT ON US THAN ON OUR COMPETITORS.

We will import all of our products from Taiwan and China. Because we import all of our products and deliver them directly to our customers, we believe that disruptions in shipping deliveries may have a greater effect on us than on competitors who manufacture and warehouse products in the United States. Deliveries of our products may be disrupted through factors such as:

(1)	raw material shortages, work stoppages, strikes and political unrest;

(2)	problems with ocean shipping, including work stoppages and shipping container shortages;

(3)	increased inspections of import shipments or other factors causing delays in shipments; and

(4)	economic crises, international disputes and wars.

Most of our competitors store products in warehouses that they import from overseas. This allows them to continue delivering their products for the near term, despite any overseas shipping disruptions. If our competitors are able to deliver products when we cannot, our reputation may be damaged and we may lose customers to our competitors.

BECAUSE WE ARE REQUIRED TO PURCHASE OUR PRODUCTS IN FOREIGN CURRENCY INSTEAD OF UNITED STATES DOLLARS, OUR BUSINESS CAN BE AFFECTED BY CURRENCY RATE FLUCTUATIONS.

We will purchase products from our suppliers in Taiwanese Dollars and Chinese Yuan Renminbi. This will cause us to be affected by changes in foreign exchange rates. To protect our business, we may enter into foreign currency exchange contracts with major financial institutions to hedge the overseas purchase transactions and limit our exposure to those fluctuations. If we are not able to successfully protect ourselves against those currency rate fluctuations, then our profits on the products subject to those fluctuations would also fluctuate and could cause us to be less profitable or incur losses, even if our business is doing well.

WE MAY BE SUSCEPTIBLE TO AN ADVERSE EFFECT ON OUR BUSINESS DUE TO THE CURRENT WORLDWIDE ECONOMIC CRISIS.

Our market and sales results could be greatly impacted by the current worldwide economic crisis, making it difficult to reach sales goals, as well as software and market development goals.

WE DO NOT EXPECT TO PAY DIVIDENDS IN THE FORESEEABLE FUTURE.

We have never paid any dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.

OUR SHARES OF COMMON STOCK ARE SUBJECT TO THE “PENNY STOCK’ RULES OF THE SECURITIES AND EXCHANGE COMMISSION AND THE TRADING MARKET IN OUR SECURITIES WILL BE LIMITED, WHICH WILL MAKE TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks.” Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. A broker-dealer must also provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer, and sales person in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must 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 disclosure requirements may have the effect of reducing the trading activity in the secondary market for stock that becomes subject to those penny stock rules. If a trading market for our common stock develops, our common stock will probably become subject to the penny stock rules, and shareholders may have difficulty in selling their shares.

THERE IS NO CURRENT TRADING MARKET FOR OUR SECURITIES AND IF A TRADING MARKET DOES NOT DEVELOP, PURCHASERS OF OUR SECURITIES MAY HAVE DIFFICULTY SELLING THEIR SHARES.

There is currently no established public trading market for our securities and an active trading market in our securities may not develop or, if developed, may not be sustained. We intend to have a market maker apply for admission to quotation of our securities on the Over-the-Counter Bulletin Board after the Registration Statement relating to this prospectus is declared effective by the SEC. We do not yet have a market maker who has agreed to file such application. If for any reason our common stock is not quoted on the Over-the-Counter Bulletin Board or a public trading market does not otherwise develop, purchasers of these shares may have difficulty selling their common stock should they desire to do so. No market makers have committed to becoming market makers for our common stock and none may do so.

WE HAVE NO EXPERIENCE AS A PUBLIC COMPANY

We have never operated as a public company. We have no experience in complying with the various rules and regulations, which are required of a public company. As a result, we may not be able to operate successfully as a public company, even if our operations are successful. We plan to comply with all of the various rules and regulations, which are required of a public company. However, if we cannot operate successfully as a public company, your investment may be materially adversely affected. Our inability to operate as a public company could be the basis of your losing your entire investment.

Forward-Looking Statements

This prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results are most likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the “Risk Factors” section and elsewhere in this prospectus.

Use of Proceeds

We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders.

Determination of Offering Price

Dilution

The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders.

Selling Shareholders

The selling shareholders named in this prospectus are offering all of the 1,396,000 shares of common stock offered through this prospectus. These shares were acquired from us in private placements that were exempt from registration provided under Regulation S of the Securities Act of 1933. Our reliance upon the exemption under Rule 903 of Regulation S of the Securities Act was based on the fact that the sale of the securities was completed in an "offshore transaction", as defined in Rule 902(h) of Regulation S. We did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the securities. Each investor was not a US person, as defined in Regulation S, and was not acquiring the securities for the account or benefit of a US person.

The following table provides as of the date of this prospectus, information regarding the beneficial ownership of our common stock held by each of the selling shareholders, including:

-	the number of shares owned by each prior to this offering;

-	the total number of shares that are to be offered for each;

-	the total number of shares that will be owned by each upon completion of the offering; and

-	the percentage owned by each upon completion of the offering.

Name Of Selling Shareholder	Shares Owned Prior To This Offering		Total Number Of Shares To Be Offered For Selling Shareholders Account		Total Shares to Be Owned Upon Completion of This Offering		Percentage of Shares OwnedUpon Completion of This Offering

Access Finance and Securities (NZ) Limited (1)		5,548,000		250,000		5,298,000		29.9	%

Tzu Yang Chang		20,000		20,000	Nil		Nil

Tsung Ming Chao		20,000		20,000	Nil		Nil

Su Chu Chao		20,000		20,000	Nil		Nil

Tsung Te Chao		20,000		20,000	Nil		Nil

Yung Sung Chao		20,000		20,000	Nil		Nil

Chen Hsiang Chen		20,000		20,000	Nil		Nil

Chen Mao Chen		20,000		20,000	Nil		Nil

Shen Chia Chen		20,000		20,000	Nil		Nil

Tung Yi Chen		20,000		20,000	Nil		Nil

Faiyaz Dean		240,000		200,000		40,000		(2	)

Fung Ho Fu		20,000		20,000	Nil		Nil

Fu Tsai Hsu		20,000		20,000	Nil		Nil

Chi Cheng Huang (3)		20,000		20,000	Nil		Nil

Ching Hsiang Huang (4)	20,000	20,000	Nil		Nil

Chi Jung Huang (3)	20,000	20,000	Nil		Nil

Chi Shing Huang (5)	10,500,000	20,000		10,480,000		59.1

Min Yu Huang (6)	20,000	20,000	Nil		Nil

Shu Chin Hsei Huang (7)	20,000	20,000	Nil		Nil

Shu Erh Hsiao Huang	20,000	20,000	Nil		Nil

Chi Fu Lai	20,000	20,000	Nil		Nil

Ying Hsiang Lai	20,000	20,000	Nil		Nil

Chiang Tung Lin	20,000	20,000	Nil		Nil

Ching Chieh Lin	20,000	20,000	Nil		Nil

Chung Chih Lin	20,000	20,000	Nil		Nil

Fu Chuan Lin	20,000	20,000	Nil		Nil

Wei Hui Lin	20,000	20,000	Nil		Nil

Ching Yi Liu	20,000	20,000	Nil		Nil

Tzu Chu Liu	20,000	20,000	Nil		Nil

Hsueh Chien Nien	20,000	20,000	Nil		Nil

Tien Yu Peng	20,000	20,000	Nil		Nil

Wen Ching Su	52,000	26,000		26,000		(2	)

Kuei Hua Tsai	600,000	100,000		500,000		2.8

Kun Hsiang Tsai	20,000	20,000	Nil		Nil

Li Wen Tsai	20,000	20,000		Nil		Nil

Meng Hann Tsai (8)	20,000	20,000	Nil		Nil

Wang Fa Tsai	20,000	20,000	Nil		Nil

Chi Hao Wang	20,000	20,000	Nil		Nil

Chih Liang Wei	20,000	20,000	Nil		Nil

Chih Hui Wu	20,000	20,000	Nil		Nil

Hung Min Wu	20,000	20,000	Nil		Nil

Lien Fang Yang (9)	20,000	20,000	Nil		Nil

Min Hsiang Yang	20,000	20,000	Nil		Nil

Pai Yang Yang	20,000	20,000	Nil		Nil

Chin Fa Yen	20,000	20,000	Nil		Nil

(1)	Lin Yi Lung has voting and investment control over shares held by Access Finance and Securities (NZ) Limited

(2)	Less than 1%

(3)	Brother of our President

(4)	Son of our President

(5)	Chi Shing Huang is member of our board of directors and is our President, Chief Executive Officer, Secretary, Treasurer, Chief Financial Officer, Principal Accounting Officer

(6)	Daughter of Our President

(7)	Wife of our President

(8)	Meng Hann Tsai is a member of our board of directors

(9)	Lien Fang Yang is a member of our board of directors

The named party beneficially owns and has sole voting and investment power over all shares or rights to these shares. The numbers in this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold. The percentages are based on 17,740,000 shares of common stock outstanding on the date of this prospectus.

Other than disclosed above, none of the selling shareholders:

1.	has had a material relationship with us other than as a shareholder at any time within the past three years;

2.	has ever been one of our officers or directors;

3.	is a broker-dealer; or broker-dealer's affiliate.

Plan of Distribution

The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions. There are no arrangements, agreements or understandings with respect to the sale of these securities.

The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144, when eligible.

If applicable, the selling shareholders may distribute shares to one or more of their partners who are unaffiliated with us. Such partners may, in turn, distribute such shares as described above. If these shares being registered for resale are transferred from the named selling shareholders and the new shareholders wish to rely on the prospectus to resell these shares, then we must first file a prospectus supplement naming these individuals as selling shareholders and providing the information required concerning the identity of each selling shareholder and he or her relationship to us. There is no agreement or understanding between the selling shareholders and any partners with respect to the distribution of the shares being registered for resale pursuant to this registration statement.

We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders.

We are bearing all costs relating to the registration of the common stock. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.

The selling shareholders must comply with the requirements of the Securities Act and the Securities Exchange Act in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:

1.	Not engage in any stabilization activities in connection with our common stock;

2.	Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and

3.	Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Securities Exchange Act.

The Securities Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally 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, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which:

-	contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

-	contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements;

-	contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask price;

-	contains a toll-free telephone number for inquiries on disciplinary actions;

-	defines significant terms in the disclosure document or in the conduct of trading penny stocks; and

-	contains such other information and is in such form (including language, type, size, and format) as the Commission shall require by rule or regulation;

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:

-	bid and offer quotations for the penny stock;

-	the compensation of the broker-dealer and its salesperson in the transaction;

-	the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and

-	monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

Description of Securities

General

Our authorized capital stock consists of 75,000,000 shares of common stock at a par value of $0.001 per share.

Common Stock

As of September 4, 2009, there were 17,740,000 shares of our common stock issued and outstanding that is held by 45 stockholders of record.

Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of our common stock representing a majority of the voting power of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our articles of incorporation.

Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Preferred Stock

We do not have an authorized class of preferred stock.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to purchase shares of our common stock.

Options

We have not issued and do not have outstanding any options to purchase shares of our common stock.

Convertible Securities

We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

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, directly or indirectly, in us or any of our subsidiaries.

Additionally, no such expert or counsel was connected with us or any of our subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer or employee. As of September 4, 2009, an attorney from our legal counsel, the law firm Dean Law Corp., beneficially owns 240,000 issued common shares.

Dean Law Corp. has provided an opinion on the validity of our common stock.

The financial statements included in this prospectus and the registration statement have been audited by M&K CPAS, PLLC to the extent and for the periods set forth in their report appearing elsewhere in this document and in the registration statement filed with the SEC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

Description of Business

General

We were incorporated in the State of Nevada on June 15, 2009.

We are a start-up company and our main focus is to distribute automobile wheels manufactured in Taiwan and China to the United States. Our goal is to commence distribution and marketing of Taiwanese and Chinese automobile wheels to car assemblers, auto makers, wholesale and retail stores, as well as to the general public in the United States. To date we have entered into negotiations for the execution of a distribution agreement with one Taiwanese and one Chinese automobile wheel manufacturer.

As a part of our expansion plans, we have begun to target and will make formal commitments with several other top manufacturers of automobile wheels in Taiwan and China. Once we establish these distribution contracts, we plan to establish an office in the United States. Our ability to open an office in the United States depends on our financial condition and on our ability to secure additional financing, whether through public or private equity or debt financing, arrangements with security holders or other sources to fund operations. However, these sources of additional funding may not be available, or if available, may be on terms unacceptable to us.

We maintain our statutory registered agent's office at 4421 Edward Avenue, Las Vegas, Nevada 89108. Our business office is located at No. 81, Fu Hsing Road, Section 1, South District, Taichung City 402, Taiwan, Republic of China. Our telephone number is 886 963 080 887. We do not pay any rent for this office.

Steel Wheels

There are four major manufacturers of steel automobile wheels in Taiwan, Yuan Feng, Taiwan Steel, Yue Chang and Chang Ching Industrial. These four major manufacturers collectively produce approximately 260,000 steel wheels per month or 3,120,000 steel wheels annually. The respective market share among the four manufacturers is Yuan Feng 61%; Taiwan Steel 12%; Yue Chang 8%; and Chang Ching Industrial 19%. Mr. Huang, our sole officer and a director is also the Chairman and general manager of Yuan Feng.

Yuan Feng manufactures steel wheel of sizes 8 inch to 18 inch for Original Equipment Manufacturer (OEM) for passenger cars. Some of the car manufacturers that use Yuan Feng’s steel wheels are the Mitsubishi Lancer and Mirage; Hyundai Gate and Nartris; Nissan X-Trial; Ford Focus; Mazda H-3 and the majority of the brands of Cami Automotive (an independently incorporated joint venture between Suzuki Motor Corporation and General Motors of Canada Ltd.).

Yuan Feng also produces OEM steel wheels for forklifts ranging in size from 1 to 3.5 tons for Toyota Forklift in Japan.

Some of the steel wheels produced by Yuan Feng are shown as below.

YUAN FENG STEEL WHEELS

Sizes 8 inch to 18 inch

Aluminium Wheels

There are approximately seventeen manufacturers of aluminium automobile wheels in Taiwan producing some 600,000 aluminium wheels per month or 7,200,000 aluminium wheels annually.

Aluminium or alloy wheels differ from steel wheel due to its lighter weight, which improves the handling and the speed of a car. Alloy wheels are also better heat conductors than steel wheels, improving heat dissipation from the brakes, which reduces the chance of brake failure under more demanding driving conditions.

However, alloy wheels are more difficult to repair than steel wheels when bent, but their higher price usually makes repairs cheaper than replacement and even severely damaged wheels can often be repaired to like new condition. For passenger vehicles, alloy wheels are not only for improved driving performance, they are also for cosmetic purposes. The alloy wheel itself is shiny and/or has an intricate design, so there is no need for paint or wheel covers. By contrast, steel wheels either have to be painted with a chromed wheel nut, or be hidden with plastic wheel covers.

Alloy wheels are more expensive to produce than standard steel wheels, and thus are not included as standard equipment on base models of many non-luxury vehicles, instead being marketed as optional add-ons or as part of a more expensive trim. However, alloy wheels have become considerably more common since the 2000s. They are now being offered on economy and subcompact cars, compared to a decade ago where alloy wheels were often not factory options on inexpensive vehicles. Alloy wheels have long been included as standard equipment on higher-priced luxury or sports cars, with larger-sized or "exclusive" alloy wheels being options.

There are different types of alloy wheels. Some are cast, which are the most commonly seen on the road, while others are forged. Forged wheels are lighter and stronger, yet much more expensive than cast alloy wheels. Forged wheels are typically purchased by enthusiasts, luxury/sport vehicle owners, or the affluent.

Some of the aluminium wheels manufactured by Yuan Feng are shown below:

ROSTA ALUMINIUM WHEELS

Sizes 12 inch to 24 inch

Sales and Marketing Strategy

We intend to rely on sales representatives to market our wheels in the United States. We intend to focus on direct marketing efforts whereby our representatives will directly contact:

·	car assemblers and auto makers;

·	distributors that are responsible for marketing and selling automobile wheels; and

·	retail outlets such as automobile supply stores and specialty tire and wheel stores.

The car assemblers and auto makers will purchase and install our wheels directly on their vehicles before they are sold to the end consumer. The distributors and stores will be asked to sell our products to consumers. We will provide them with wheels at wholesale prices. They will then sell that inventory to consumers at retail prices, which will typically be approximately 30% higher than our cost.

We intend to enter into agreements to represent the Taiwanese and Chinese automobile wheel manufacturers as their representative in the United States and to contact and service their existing car assemblers and auto makers to service them better.

We intend to contact as many distributors, retail chains and specialty automobile supply stores as we can to market our wheels. We initially intend to focus our marketing efforts on larger distributors and stores that have a high volume of customer traffic.

To enhance our sales and to advertise the products that we distribute, we plan on developing a website to showcase the wheels that we carry and also possible allow consumers to purchase directly from us at a higher retail price. We will also have a password secured portion of the website where our customers can log in and place wholesale orders.

Once launched, our website will be available 24 hours a day, seven days a week allowing customers to shop for our products directly from their home or office.

Competition

We plan to enter the automobile wheel business which is highly fragmented with small private companies. Notable private competitors include Giovanna Wheels™, Asanti Wheels™, and Lexani Wheels™. Competition in this market revolves around price, quality, reliability, styling, product features, and warranty. At the dealer level, competition is based mainly on sales and marketing support programs, such as financing and cooperative advertising. Giovanna Wheels™, Asanti Wheels™, and Lexani Wheels™ possess stronger financial capabilities, deeper distribution channels, and strong brand awareness which we do not posses at this current time.

Compliance with Government Regulation

Our business is affected by numerous laws and regulations. To ensure that our operations are conducted in full and substantial regulatory compliance, as part of our current internal procedures and policies, we will verify and ensure that the manufacturing process of all our suppliers in Taiwan and China has obtained ISO 9000/9001 certification and that they had also passed the Quality Standard TS16949-2002 and Testing Standard USA SEA J2530 or Japan JWL (VIA). Trade and product safety are governed by the Department of Transportation. Upon placing orders with our manufacturing suppliers, we will ensure that all our products are produced based on standards as set forth by the Department of Transportation in the United States.

Failure to comply with any laws and regulations may result in the assessment of administrative, civil and criminal penalties, the imposition of injunctive relief or both. Moreover, changes in any of these laws and regulations could have a material adverse effect on business. In view of the many uncertainties with respect to current and future laws and regulations, including their applicability to us, we cannot predict the overall effect of such laws and regulations on our future operations.

We believe that our operations comply in all material respects with applicable laws and regulations, and that the existence and enforcement of such laws and regulations have no more restrictive an effect on our operations than on other similar companies in the automotive industry. We do not anticipate any material capital expenditures to comply with federal and state environmental requirements.

Employees

We currently do not have any employees other than our sole officer.

Research and Development Expenditures

We have incurred not incurred any expenditures on research and development since our inception.

Subsidiaries

We do not have any subsidiaries.

Patents and Trademarks

We do not own, either legally or beneficially, any patents or trademarks.

Offices

Our business office is located at No. 81, Fu Hsing Road, Section 1, South District, Taichung City 402, Taiwan, ROC. Our telephone number is +886 963 080 887. We do not pay any rent for our office. Our offices occupy approximately 550 square feet in a factory that is owned by our President’s family.

Legal Proceedings

We are not currently a party to any legal proceedings. Our address for service of process in Nevada is 4421 Edward Avenue, Las Vegas, Nevada 89108.

Market for Common Equity and Related Stockholder Matters

No Public Market for Common Stock

There is presently no public market for our common stock. We anticipate applying for trading of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize.

Stockholders of Our Common Shares

As of the date of this registration statement, we have 45 registered shareholders.

Rule 144 Shares

The SEC has recently adopted amendments to Rule 144 which became effective on February 15, 2008 and applies to securities acquired both before and after that date. Under these amendments, a person who has beneficially owned restricted shares of our common stock for at least six months is entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding the sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale.

Persons who have beneficially owned restricted shares of our common stock for at least six months but who are our affiliates at the time of, or at any time during the three months preceding the sale, are subject to additional restrictions. Such person is entitled to sell within any three-month period only a number of securities that does not exceed the greater of either of the following:

·	1% of the total number of securities of the same class then outstanding, which will equal 54,200 shares as of the date of this prospectus; or

·	the average weekly trading volume of such securities during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale;

provided, in each case that we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale.

Such sales must also comply with the manner of sale and notice provisions of Rule 144.

As of the date of this prospectus none of our shares are eligible for resale pursuant to Rule 144.

Stock Option Grants

To date, we have not granted any stock options.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.

Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

1.	we would not be able to pay our debts as they become due in the usual course of business; or

2.	our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.

Plan of Operation

Our plan of operation for the next twelve months following the date of this prospectus is to enter into formal distribution agreements with Taiwanese wheel manufacturers. We plan on distributing these wheels to the United States market.

We expect to incur the following expenses in the next 12 months in connection with our business operations:

Advertising and Marketing	$	250,000
Sales, Support, Administration, Overhead/Expansion	$	250,000
Inventory	$	500,000

Total expenditures over the next 12 months are expected to be approximately $1,000,000.

We do not have sufficient cash and cash equivalents to execute our operations and will need to obtain additional financing to operate our business for the next six months. Additional financing, whether through public or private equity or debt financing, arrangements with security holders or other sources to fund operations, may not be available, or if available, may be on terms unacceptable to us.

Results of Operations for the Period Ending June 30, 2009

We did not earn any revenues from our inception on June 15, 2009 to June 30, 2009. We have not yet started the distribution of automobile wheels manufactured in Taiwan and China to the United States. We incurred operating expenses in the amount of $372,307 for the period from our inception on June 15, 2009 to June 30, 2009. These operating expenses were comprised of general and administrative fees relating to our incorporation and business development.

We have not attained profitable operations and are dependent upon obtaining financing to pursue marketing and distribution activities. For these reasons, there is substantial doubt that we will be able to continue as a going concern.

Changes In and Disagreements with Accountants

We have had no changes in or disagreements with our accountants.

Available Information

We have filed a registration statement on Form S-1 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits. Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company. We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving the company, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials. You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20549. D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms.

The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. Our registration statement and the referenced exhibits can also be found on this site.

Directors, Executive Officers, Promoters and Control Persons

Our executive officer and directors and their ages as of the date of this prospectus is as follows:

Director:

Name of Director	Age

Chi Shing Huang	59

Meng Hann Tsai	48

Lien Fang Yang	46

Executive Officer:

Name of Officer	Age	Office

Chi Shing Huang	59	President, Chief Executive Officer, Secretary, Treasurer, Chief Financial Officer, Principal Accounting Officer

Biographical Information

Set forth below is a brief description of the background and business experience of our sole officer and our directors for the past five years.

Chi Shing Huang, Director and President, Chief Executive Officer, Secretary, Treasurer, Chief Financial Officer, Principal Accounting Officer

Since our inception on June 15, 2009, Chi Shing Huang has been our president, chief executive officer, secretary, treasurer, chief financial officer, principal accounting officer and a member of the board of directors. Mr. Huang is a graduate from the Chienkuo Technology University, Taiwan with a major in industrial engineering. After graduation and national service, he was employed by Yuan Feng Industrial Co. Ltd., Taiwan as a factory manager from 1985 to 1990 and then general manager from 1990 to present. He was then elected to Chairman of Yuan Feng and will continue to hold that position until 2012.

Meng Hann Tsai, Director

Mr. Tsai has been our director since our inception on June 15, 2009. Mr. Tsai is a graduate from Hwa Hsid Institute of Technology, Taiwan, where he earned a major in electrical engineering. From 1990 to 2004 he was employed at Taiwan Misaki Electronics Company as a marketing manager and then joined Hong Bo Electronics Communication Company as a general manager from 2004 to date. In addition, between 2000 to 2006, he served as a director of Yuan Feng Industrial Co. Ltd., a publically traded company in Taiwan. He has also been elected Yuan Feng’s Inspector for a 6 year term from 2006 to 2012.

Lien Fang Yang, Director

Mr. Yang is a graduate from the Chienkuo Technology University, Taiwan with a major in Industrial Engineering. He has been employed at Yuan Feng Industrial Co. Ltd., Taiwan from 1984 to date. He began his career with Yuan Feng as a skilled staff of the production department and is currently the general manager.

Term of Office

Our sole officer and our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws.

Significant Employees

There are no persons other than our officers and directors above who are expected by us to make a significant contribution to our business.

Executive Compensation

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our executive officer by any person for all services rendered in all capacities to us for the fiscal period from our inception on June 15, 2009 to June 30, 2009 (our fiscal year end) and subsequent thereto to the date of this prospectus.

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary FY 2009($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity IncentivePlan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Chi	2009	None	None	None	None	None	None	None	None
Shing	2010	None	None	None	None	None	None	None	None
Huang President, CEO, Secretary, Treasurer and a director

Meng	2009	None	None	None	None	None	None	None	None
Hann	2010	None	None	None	None	None	None	None	None
Tsai, director

Lien	2009	None	None	None	None	None	None	None	None
Fang	2010	None	None	None	None	None	None	None	None
Yang, director

Stock Option Grants

We have not granted any stock options to the executive officers since our inception.

Employment Agreements

We do not have any employment agreements.

Security Ownership of Certain Beneficial Owners and Management

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding common stock as of the date of this prospectus, and by the officers and directors, individually and as a group as of September 4, 2009. Except as otherwise indicated, all shares are owned directly.

Title of Class

Name and address

of beneficial owner

Amount of beneficial

Ownership

Percent

of class

Common Stock

Chi Shing Huang

No. 81, Fu Hsing Road, Section 1

South District, Taichung City 402

Taiwan, Republic of China

10,500,000

59.2

Common Stock

Meng Hann Tsai

No. 81, Fu Hsing Road, Section 1

South District, Taichung City 402

Taiwan, Republic of China

20,000

Less than 1%

Common Stock

Lien Fang Yang

No. 81, Fu Hsing Road, Section 1

South District, Taichung City 402

Taiwan, Republic of China

20,000

Less than 1%

Common Stock

All Officers and Directors as a group

10,540,000 shares

59.2

Common Stock

Access Finance and Securities (NZ) Limited

Level 20, ASB Bank Centre

135 Albert Street

Auckland 1010

New Zealand

5,548,000

31.3

The percent of class is based on 17,740,000 shares of common stock issued and outstanding as of the date of this prospectus.

Certain Relationships and Related Transactions

None of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

·	Any of our directors or officers;

·	Any person proposed as a nominee for election as a director;

·	Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;

·	Our sole promoter, Chi Shing Huang;

·	Any relative or spouse of any of the foregoing persons who has the same house as such person;

·	Immediate family members of directors, director nominees, executive officers and owners of 5% or more of our common stock.

Disclosure of Commission Position of Indemnification for

Securities Act Liabilities

Our sole officer and our directors are indemnified as provided by the Nevada Revised Statutes and our Bylaws. 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 court of appropriate jurisdiction. We will then be governed by the court's decision.

Financial Statements

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F-1

Balance Sheet as of June 30, 2009	F-2

Statement of Operations for the period from June 15, 2009 (inception) to June 30, 2009	F-3

Statement of Cash Flows for the period from June 15, 2009 (inception) to June 30, 2009	F-4

Statement of Stockholders’ Deficiency for the period from June 15, 2009 (inception) to June 30, 2009	F-5

Notes to the Financial Statements – June 30, 2009	F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Auto Networks International Corporation

(A Development Stage Company)

We have audited the accompanying balance sheet of Auto Networks International Corporation (a development stage company) as of June 30, 2009, and the related statements of operations, changes in stockholders' deficit, and cash flows for the period from June 15, 2009 (inception) through June 30, 2009. 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 audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is 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 the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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 Auto Networks International Corporation as of June 30, 2009, and the results of its operations, changes in stockholders' deficit and cash flows for the period described above 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 recurring losses from operations, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ M&K CPAS, PLLC

www.mkacpas.com

Houston, Texas

September 10, 2009

F-1

AUTO NETWORKS INTERNATIONAL CORPORATION

A Development Stage Company

BALANCE SHEET

	June 30,
	2009

ASSETS

CURRENT ASSETS:
Cash	$	500

TOTAL CURRENT ASSETS:		500

TOTAL ASSETS	$	500


LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

CURRENT LIABILITIES:
Accounts Payable	$	307

TOTAL CURRENT LIABILITIES		307

TOTAL LIABILITIES		307

STOCKHOLDERS’ DEFICIENCY:
Common Stock, $.001 par value; 75,000,000 shares authorized; 17,740,000 shares issued and outstanding as of June 30, 2009		17,740
Additional paid-in capital		354,760
Deficit accumulated during the development stage		(372,307	)

TOTAL STOCKHOLDERS’ DEFICIENCY		193

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY	$	500

See the accompanying summary of accounting policies and notes to the financial statements

F-2

AUTO NETWORKS INTERNATIONAL CORPORATION

A Development Stage Company

STATEMENT OF OPERATIONS

	For the
	Cumulative
	Period from
	Inception
	(June 15, 2009)
	through
	June 30, 2009

REVENUE	$	¾

General and Administrative Expenses		372,307

NET (LOSS)	$	(372,307	)

BASIC AND DILUTED NET (LOSS) PER SHARE	$	(0.03	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		10,982,667

See the accompanying summary of accounting policies and notes to the financial statements

F-3

AUTO NETWORKS INTERNATIONAL CORPORATION

A Development Stage Company

STATEMENT OF CASH FLOWS

	For the
	Cumulative
	Period from
	Inception
	(June 15, 2009)
	through
	June 30, 2009

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(372,307	)
Adjustments to reconcile net loss to net cash used in operating activities:
Shares issued for services		322,000
Changes in operating assets and liabilities:
Accounts Payable		307

Net cash used in operating activities		(50,000	)

CASH FLOWS FROM INVESTING ACTIVITIES:

Net cash used in investing activities		¾

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock to investors		40,000
Proceeds from issuance of common stock to founder		10,500

Net cash provided by financing activities		50,500

NET INCREASE IN CASH AND CASH EQUIVALENTS		500

Cash and cash equivalents at beginning of period		¾

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	500


Supplemental Disclosures of Cash flow Information

Non-cash Financing Activities:
Interest paid	$	—
Income tax paid	$	—

See the accompanying summary of accounting policies and notes to the financial statements

F-4

AUTO NETWORKS INTERNATIONAL CORPORATION

A Development Stage Company

STATEMENT OF STOCKHOLDERS’ DEFICIENCY

							(Deficit)
							Accumulated
					Additional		During the
	Common Stock				Paid-in		Development			Stockholder’s
	Shares		Amount		Capital		Stage			Equity

BALANCE AT INCEPTION
(June 15, 2009)			$	¾	$	¾	$	¾		$	¾
Issuance of common stock to founder		10,500,000		10,500		¾		¾			10,500
Issuance of common stock to investors		800,000		800		39,200		¾			40,000
Issuance of common stock for services		6,440,000		6,440		315,560		¾			322,000

Net (loss)		¾		¾		¾		(372,307	)		(372,307	)

BALANCE AT JUNE 30, 2009		17,740,000	$	17,740	$	354,760	$	(372,307	)	$	193

See the accompanying summary of accounting policies and notes to the financial statements

F-5

AUTO NETWORKS INTERNATIONAL CORPORATION

A Development Stage Company

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2009

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

(a) Organization and Business:

Auto Networks International Corporation (“the Company”) was incorporated in the state of Nevada on June 15, 2009. Auto Networks is a start-up company and its main focus is to distribute automobile wheels manufactured in Taiwan and China to the United States. Its goal is to commence distribution and marketing of Taiwanese and Chinese automobile wheels to car manufacturers, wholesale and retail stores, as well as to the general public in the United States.

The Company is currently in the development stage. All activities of the Company to date relate to its organization, initial funding, share issuance and regulatory compliance.

(b) Basis of Presentation/Going Concern:

The accompanying financial statements have been prepared on a going concern basis, which assumes the Company will realize its assets and discharge its liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company has a deficit accumulated during the development stage of $372,307, cash used in operations of $50,000 since its inception, and has a positive working capital of $143 as of June 30, 2009. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due.

Management’s plan includes obtaining additional funds by equity financing through a related party advances, however there is no assurance of additional funding being available. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might arise as a result of this uncertainty.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(d) Cash and Cash Equivalents:

For the purpose of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. There were no cash equivalents at June 30, 2009.

(e) Income Taxes:

The Company utilizes the liability method of accounting for income taxes. Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting basis and the tax basis of the assets and liabilities, and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse.

F-6

AUTO NETWORKS INTERNATIONAL CORPORATION

A Development Stage Company

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2009

(e) Income Taxes (continued):

	2009
Deferred Tax assets:
Net operating loss carry forwards	$	50,000

Gross deferred tax asset	17,500

Less: Valuation allowance		(17,500	)

Gross deferred tax asset	$	¾

In assessing the ability to realize deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. Based upon the level of historical losses and projections of the future taxable income over the periods in which the deferred tax assets are deductible, a full valuation allowance has been provided as management believes that it is more likely than not, based upon available evidence, that the deferred tax assets will not be realized.

As of June 30, 2009, the Company has federal and state net operating loss carry forwards of $50,000. The federal and state net operating loss carry forwards will begin to expire in 2029. The Company’s ability to utilize net operating loss carry forwards may be limited in the event that a change in ownership, as defined in the Internal Revenue Code, occurs in the future.

(f) Loss per Common Share:

Basic loss per share is calculated using the weighted-average number of common shares outstanding during each reporting period. Basic and diluted loss per share is the same due to the anti dilutive nature of potential common stock equivalents. The Company does not have any potentially dilutive instruments for this reporting period.

(g) Fair Value of Financial Instruments:

The carrying value of cash equivalents approximates fair value due to the short period of time to maturity.

(h) Stock Based Compensation:

The Company has adopted SFAS No. 123(R), “Accounting for Stock Based Compensation,” to account for its stock issuances. SFAS No. 123(R) requires all share-based payments to employees (which includes non-employee Board of Directors), including employee stock options, warrants and restricted stock, be measured at the fair value of the award and expensed over the requisite service period (generally the vesting period). The fair value of common stock options or warrants granted to employees is estimated at the date of grant using the Black-Scholes option pricing model by using the historical volatility of comparable public companies. The calculation also takes into account the common stock fair market value at the grant date, the exercise price, the expected life of the common stock option or warrant, the dividend yield and the risk-free interest rate.

Restricted stock, options or warrants issued to other than employees or directors are recorded on the basis of their fair value, which is measured as of the date required by Emerging Issues Task Force (“EITF”) Issue 96-18, “ Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services.” In accordance with EITF 96-18, the options or warrants are valued using the Black-Scholes option pricing model on the basis of the market price of the underlying equity instrument on the “valuation date,” which for options and

warrants related to contracts that have substantial disincentives to non-performance, is the date of the contract, and for all other contracts is the vesting date. Expense related to the options and warrants is recognized on a straight-line basis over the shorter of the period over which services are to be received or the vesting period.

The Company recognized stock-based compensation expense from stock granted to non-employees for the year ended June 30, 2009 of $322,000.

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AUTO NETWORKS INTERNATIONAL CORPORATION

A Development Stage Company

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2009

NOTE 2 – CAPITAL STOCK:

The total number of shares of capital stock which the Company shall have authority to issue is 75,000,000. These shares are divided into one class of 75,000,000 shares designated as common stock at $0.001 par value (“Common Stock”).

Holders of shares of Common Stock shall be entitled to cast one vote for each share held at all stockholders’ meetings for all purposes, including the election of directors. The Common Stock does not have cumulative voting rights.

No holder of shares of stock of any class shall be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class, or of securities convertible into shares of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.

In June of 2009, the Company sold 11,300,000 shares of Common Stock to forty one stockholders. 10,500,000 shares of Common Stock to one stockholders being the founder member at a purchase price of $0.001 per share and 800,000 shares of Common Stock to the remaining forty stockholders at a purchase price of $0.050 per share, for a total aggregate price of $50,500.

In June of 2009, the Company issued 6,440,000 shares to third parties for services. These shares were valued at $322,000 according to market.

During the period ended June 30, 2009, the entire 17,740,000 shares of the Common Stock still remain with the respective stockholders.

NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS:

In March 2008, the Financial Accounting Standards Board (FASB) issued FASB Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities. The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company does not expect the adoption of this accounting pronouncement to have a significant impact on its results of operations, financial position or cash flow.

In May 2008, the FASB issued Statement of Financial Accounting Standards No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“statement No. 162”). Statement No. 162 identifies the sources of accounting principles and the framework for selecting the principles used in preparation of the financial statements of non government entities that are presented in conformity with U.S. GAAP (the GAAP hierarchy). Statement No. 162 will become effective sixty days following the Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.” The adoption of Statement No. 162 is not expected to materially impact the Company’s financial position or results of operations.

F-8

Part II

Information Not Required In the Prospectus

Other Expenses of Issuance and Distribution

The estimated costs of this offering are as follows:

Securities and Exchange Commission registration fee	$	7.79
Transfer Agent Fees	$	0.00
Accounting fees and expenses	$	2,500.00
Legal fees and expenses	$	30,000.00
Edgar filing fees	$	500.00

Total	$	33,007.79

All amounts are estimates other than the Commission's registration fee.

We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

Indemnification of Directors and Officers

Our sole officer and our directors are indemnified as provided by the Nevada Revised Statutes and our bylaws.

Under the NRS, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation that is not the case with our articles of incorporation. Excepted from that immunity are:

	(1)	a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;

	(2)	a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);

	(3)	a transaction from which the director derived an improper personal profit; and

	(4)	willful misconduct.

Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:

	(1)	such indemnification is expressly required to be made by law;

	(2)	the proceeding was authorized by our Board of Directors;

	(3)	such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law; or

	(4)	such indemnification is required to be made pursuant to the bylaws.

II-1

Our bylaws provide that we will advance all expenses incurred to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was our director or officer, or is or was serving at our request as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request. This advance of expenses is to be made upon receipt of an undertaking by or on behalf of such person to repay said amounts should it be ultimately determined that the person was not entitled to be indemnified under our bylaws or otherwise.

Our bylaws also provide that no advance shall be made by us to any officer in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding; or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision- making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to our best interests.

Recent Sales of Unregistered Securities

On June 15, 2009, we issued 10,500,000 shares of our common stock to Chi Shing Huang, our President, Chief Executive Officer, Treasurer, Secretary and a Director, at a price of $0.001 per share for total proceeds to us of $10,500.

On June 29, 2009, we issued 800,000 shares of our common stock to forty investors at $0.05 per share for cash proceeds of $40,000.

On June 29, 2009, we issued 6,440,000 shares of our common stock to four consultants at market price of $0.05 pursuant to a consulting agreement.

All of the above shares were issued pursuant to Regulation S of the Securities Act of 1933. Our reliance upon the exemption under Rule 903 of Regulation S of the Securities Act was based on the fact that the sale of the securities was completed in an "offshore transaction", as defined in Rule 902(h) of Regulation S. We did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the securities. Each investor was not a US person, as defined in Regulation S, and was not acquiring the securities for the account or benefit of a US person.

Regulations Compliance

Each offer or sale was made in an offshore transaction;

We did not make any directed selling efforts in the United States. We also did not engage any distributors, any respective affiliates, nor any other person on our behalf to make directed selling efforts in the United States.

Offering restrictions were, and are, implemented;

No offer or sale was made to a U.S. person or for the account or benefit of a U.S. person;

Each purchaser of the securities certifies that it was not a U.S. person and was not acquiring the securities for the account or benefit of any U.S. person;

Each purchaser of the securities agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act of 1933, or pursuant to an available exemption from registration; and agreed not to engage in hedging transactions with regard to such securities unless in compliance with the Securities Act of 1933;

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The securities contain a legend to the effect that transfer is prohibited except in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act of 1933, or pursuant to an available exemption from registration; and that hedging transactions involving those securities may not be conducted unless in compliance with the Securities Act of 1933; and

We are required, either by contract or a provision in its bylaws, articles, charter or comparable document, to refuse to register any transfer of the securities not made in accordance with the provisions of Regulation S pursuant to registration under the Securities Act of 1933, or pursuant to an available exemption from registration; provided, however, that if any law of any Canadian province prevents us from refusing to register securities transfers, other reasonable procedures, such as a legend described in paragraph (b)(3)(iii)(B)(3)of Regulation S have been implemented to prevent any transfer of the securities not made in accordance with the provisions of Regulation S.

Exhibits

Exhibit
Number		Description

3.1		Articles of Incorporation
3.2		By-Laws
5.1		Legal Opinion of Dean Law Corp., with consent to use
23.1		Consent of M&K CPAS, PLLC

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:

(a)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(b)

To reflect in the prospectus any facts or events arising after the effective date of this registration statement, or most recent post-effective amendment, which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; Notwithstanding the forgoing, 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 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 the 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.

(c)

To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement.

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, 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 hereby which remain unsold at the termination of the offering.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to officers, directors, and controlling persons pursuant to the provisions 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, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted our director, officer, or other controlling person in connection with the securities 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 final adjudication of such issue.

II-3

Each prospectus filed pursuant to Rule 424(b) as part of a Registration statement relating to an offering, other than registration statements relying on Rule 430(B) 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 referenced 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.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions 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, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling person sin connection with the securities being registered, we 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 is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

II-4

Signatures

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Taichung, Taiwan, ROC, on the 10th day of September, 2009.


	Auto Networks International Corporation


	By:	Chi Shing Huang
		Chi Shing Huang
		President, Chief Executive Officer,
		Secretary, Treasurer, Principal
		Accounting Officer, Chief
		Financial Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates stated.

SIGNATURE	CAPACITY IN WHICH SIGNED	DATE


/s/ Chi Shing Huang	President, Chief Executive	September 10, 2009
Chi Shing Huang	Officer, Secretary, Treasurer,
	principal accounting officer,
	principal financial officer
	and Director

/s/ Lien Fang Yang	Director	September 10, 2009
Lien Fang Yang


/s/ Meng Hann Tsai	Director	September 10, 2009
Meng Hann Tsai

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