Hong Kong Winalite Group, Inc. - Notification that Quarterly Report will be submitted late (NT 10-Q)
16 August 2008 - 3:19AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________________
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FORM 12b-25
NOTIFICATION OF LATE FILING
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SEC FILE NUMBER
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333-83375
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CUSIP NUMBER
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43858D 104
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(Check One):
£
Form 10-K
£
Form 20-F
£
Form 11-K
Q
Form 10-Q
£
Form N-SAR
For Period Ended: June 30, 2008
£
Transition Report on Form 10-K
£
Transition Report on Form 20-F
£
Transition Report on Form 11-K
£
Transition Report on Form 10-Q
£
Transition Report on Form N-SAR
For the Transition Period Ended: ___________________
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates: ____________________
PART I -- REGISTRANT
INFORMATION
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HONG KONG WINALITE GROUP, INC.
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Full
Name of Registrant
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606, 6/F, Ginza Plaza, 2A Sai Yeung Choi Street South
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Address of Principal Executive Office
(Street and Number)
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Mongkok, Kowloon, Hong Kong
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City, State and Zip Code
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PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
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(a) The
reasons described in reasonable detail in Part III of this form could not be
eliminated without unreasonable effort or expense;
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Q
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(b) The
subject annual report, semi-annual report, transition report on Form 10-K,
Form 20-F,11-K or Form N-SAR, or portion thereof, will be filed on or before
the fifteenth calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or portion thereof will
be filed on or before the fifth calendar day following the prescribed due
date; and
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(c) The
accountant's statement or other exhibit required by Rule 12b-25(c) has been
attached if applicable.
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PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K,
20-F, 11-K, 10-Q, N-SAR, or the transition report portion thereof, could not be
filed within the prescribed time period.
The Registrant is unable to file its Form 10-Q within the
prescribed time period without unreasonable effort or expense due to the fact
that it has not completed the process of preparing and integrating its operating
and financial information into statements for the second quarter of 2008. The
Registrant anticipates that it will file its Form 10-Q no later than the fifth
calendar day following the prescribed due date, as permitted by Exchange Act
Rule 12b-25.
PART IV-- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard
to this notification
Jingjun Hu (Chief Executive Officer)
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(852)
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2388-3928
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(Name)
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(Area Code)
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(Telephone Number)
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(2) Have all other periodic reports required under
Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for such
shorter period that the registrant was required to file such report(s) been
filed? If answer is no, identify report(s). Yes
Q
No
£
(3) Is it anticipated that any significant change
in results of operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the subject
report or portion thereof? Yes
Q
No
£
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
As previously reported in its Current Report on Form 8-K
filed on January 4, 2008, effective on December 28, 2007, the Registrant
completed a share exchange transaction (the "Share Exchange Transaction") with
The Hong Kong Winalite Group Limited
(
"Winalite"),
a Hong Kong company and Winalite's shareholders which resulted in a change in
control of the Registrant. The Share Exchange Transaction changed the
Registrant's operations from the operations reported in the Registrant's
Quarterly Report on Form 10-QSB for the period ended June 30, 2007 that was
filed on August 13, 2007. Prior to December 28, 2007, the Registrant was a shell
company which was not engaged in any active business. The Registrant currently
markets and sells personal health and hygiene products internationally.
It procures all of the goods that it sells
from an independent manufacturer in mainland China and sells them to consumers
internationally through its contracted direct-selling distributors and wholesale
and retail establishments. Although the Registrant was the surviving legal
entity in the Share Exchange Transaction, the transaction is accounted for as a
reverse acquisition with Winalite deemed as the accounting acquirer. Under the
purchase method of accounting, Winalite's historical results will be carried
forward and the Registrant's operations will be included in the financial
statements commencing on the effective date of the Share Exchange Transaction.
Accordingly, the amounts of revenue, net profit, assets, liabilities and
shareholder's equity will differ significantly from the operation results
reported in the previous year's Form 10-QSB that was filed for the corresponding
fiscal quarter in 2007 as a result of such reverse acquisition accounting. The
Registrant is unable to provide an accurate quantitative estimate of the results
for the quarter ended June 30, 2008, as it has not yet completed the information
necessary to provide such an estimate. However, the Registrant expects to file
its Quarterly Report on Form 10-Q with such results within the allotted
extension period.
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HONG KONG WINALITE GROUP, INC.
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(Name of Registrant as Specified in
Charter)
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has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
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Date: August 15, 2008
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By:
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/s/
Jingjun Hu
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Jingjun Hu
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Chief
Executive Officer
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