Xinyinhai Technology (XNYH) - Description of business
Iron Star Development, Inc. (the "Company", "we", "us", and "our") was organized on October 18, 1985, under the laws of the State of Utah, having the purpose of any lawful business. Initially, we had authorized capital of 100,000,000 shares of common stock, par value of $.001 per share. In approximately February 1986 we sold 8,862,750 shares of our common stock at $.02 per share in an offering registered with the U.S. Securities and Exchange Commission on Form S-18. We realized proceeds of approximately $160,000. We entered the mining business and concentrated on antimony in Nevada. This venture was unsuccessful. Formerly we were known as Brittany Development, Inc., and on July 12, 2004, we restated our articles of incorporation and changed our name to Iron Star Development, Inc., and provided for authorized capital of 40,000,000 shares of common stock, par value of $.001 per share.
In addition, the issued and outstanding shares were subject to a reverse split of 100 shares into one share by shareholder action on June 23, 2004.
We voluntarily filed a registration statement on Form 10-SB to make information more readily available to the public and to become eligible for listing on the OTCBB sponsored by the National Association of Securities Dealers, Inc. Management believes that being a reporting company under the Securities Exchange Act of 1934 ("Exchange Act") enhances our efforts to acquire or merge with an operating business.
We are obligated to file certain interim and periodic reports including an annual report with audited financial statements.
Any company that is merged into or acquired by us will become subject to the same reporting requirements as we have.
Our principal offices are located at the office of our president at 175 South Main Street, No. 1212, Salt Lake City, Utah 84111 and our telephone number is (801)596-3337.
We have no recent operating history. No representation is made, and none is intended, that we have the ability to carry on future business activities successfully. Further, there is no assurance that we will merge with or acquire an operating business, a business opportunity or assets that have material value and achieve success.
Recently we filed a Report of Change in Majority of Directors pursuant to Rule 14f-1 and we sent to our shareholders a copy of this Report. Information in the report and this report on Form 10-KSB regarding Harbin Yinhai Technology Development Company Limited ("Harbin Yinhai") or its management has been provided to Iron Star by Tian Ling, who is the Chief Executive Officer of Harbin Yinhai.
Our Chief Executive Officer and majority shareholder has entered into a Share Purchase Agreement with Tian Ling, a resident of Harbin, China. The Agreement provides for the sale by Mr. Boyack to Mrs. Tian of 165,441 shares of our common stock for a price of $525,000. Mrs. Tian will use her personal funds to make the purchase. The sale will be completed promptly after Iron Star files its Annual Report on Form 10-KSB for the year ended December 31, 2005. After the sale is completed Mrs. Tian will own 53.7% of the outstanding common shares of the Company. The Company is not a party to the Share Purchase Agreement.
The Agreement provides that the Company's Board of Directors will be increased to four member. The present directors of the Company will appoint Mrs. Tian and three individuals she has designated to serve as Directors. The three current Directors will then resign from their positions as officers and directors of Iron Star.
Mrs. Tian is the founder and Chief Executive Officer of Harbin Yinhai, which is engaged in the business of commercial printing in China and also markets plasma arc cutting machines and data security services.
On March 17, 2006, we filed a Report of Change in Majority of Directors on Form 14f-1 announcing and advising that a change in control was imminent. Existing directors will resign and four directors will be appointed. Although there are not any binding agreements to do so, it is anticipated that new management will make an acquisition. Mrs. Tian owns control of Harbin Yinhai (the company mentioned in the previous paragraph) in Harbin, China, that may be acquired in the future in a stock for stock transaction. Present management is unable to determine additional details about Mrs. Tian's business.
Present management has no information about the various criteria new management will use in evaluating business opportunities and acquisitions. It is anticipated that new management will develop its own procedures, methods, and criteria.
In the past it was anticipated an evaluation would consider several factors, including but not limited to, potential benefits, present and future profits, working capital requirements, operating history, present and anticipated competition, future growth prospects, stage of development or exploration, future funding requirements, management, and other factors deemed relevant to the specific circumstances. In its analysis, management had discretion to give whatever weight or consideration to these factors it deemed appropriate. New management may not consider these factors or may consider these factors as well as other factors.
Potential risks cannot be identified because of the limited information about the Company's future prospects and activities. Potential business opportunities may involve new and untested products, processes or market strategies which may fail.
Potential Acquisition or Merger Structure
In any future acquisition it is likely that current shareholders will own only a small minority of the surviving business entity. We are unable to determine what the terms of any future acquisition may be. Existing shareholders, in such event, will experience substantial dilution and a change in control.
Our endeavors are subject to substantial risks. The risks associated with a potential acquisition have been discussed. In addition, we have no assets and no sources of revenues. We will not have any revenues until we make an acquisition. No assurance is given that any acquisition will result in revenues or profits.
Uncertain Structure of any Future Acquisition. Any future acquisition could be a merger, exchange of stock, or purchase of assets including patents, royalty interests, licenses or franchises. Uncertainty exists about any acquisitions or opportunity involving another party.
Penny Stock Risks. Our common stock may be considered a "penny stock" as that term is defined in the Federal Regulations, Section 240.3a51-1. Penny stocks have a price of less than $5.00, are not traded on a "recognized" national exchange, their prices are not quoted on NASDAQ, or are issued by a company with net tangible assets of less than $2,000,000, if the issuer has been in continuous operation for more than three years or $5,000,000, if the issuer has been in continuous operation for less than three years, or the issuer has average revenues of less than $6,000,000 for the past three years.
Previously our shares had not traded in the public market for more than ten years. Any trading of the our shares in the near term will be on the electronic bulletin board of the NASD or in the over the counter market on the "pink sheets" provided by the National Quotations Bureau. Section 15g- 2 of the regulations under the Exchange Act requires broker-dealers transacting trades in penny stock to provide potential investors with a disclosure statement detailing the risks of investing in penny stocks and to have the investor sign a receipt of the disclosure statement before any transactions may occur in the investor's account. Also, broker-dealers must approve the account of an investor purchasing penny stocks. After we make any acquisition, most likely our shares of common stock will still be classified as a "penny stock."
Our business activities are subject to general governmental regulations. In addition, we are obligated to file periodic reports as required by the Exchange Act. We are deemed to be a "s issuer" as that term is defined in Regulation SB. A "S Issuer" is defined as an issuer that has revenues of less than $25 million; is a U.S. or Canadian issuer, is not an investment company, and if a majority-owned subsidiary, the parent is also a s issuer; provided, however, an entity is not a s issuer if it has a public float (the aggregate market value of the issuer's securities held by non-affiliates) of $25 million or more.
Principal Products or Services.
Presently we have no products or services.
Any s faces competition from larger, stronger competitors. Usually these competitors have greater capital, market recognition, larger resources, more experienced staff and management, and more assets. No assurance can be given that the Company will make a suitable acquisitions that is beneficial to existing shareholders.
Facilities, Equipment and Employees
Our offices are located at the office of our president in Salt Lake City, Utah. We have no employees. Present management has not been advised of the address of the Company's new office.
Research and Development, Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts.
We have no research and development, no patents, trademarks, licenses, franchises, concessions, royalty agreements, nor labor contracts.
Need for Governmental Approval of Principal Products or Services.
We believe that inflation has little impact on our business affairs.