UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K




x
            
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
the fiscal year ended July 31, 2009





OR




o
            
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





Commission
file number: 000-53417





MAXCONCEPT
INTERNATIONAL HOLDINGS, INC.


(Exact
name of registrant as specified in its charter)




Delaware
            
            75-3269054(State
      or other jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)Room
      405, 4/F., Wing Ming Industrial Centre
              15
      Cheung Yue Street, Cheung Sha Wan, Kowloon, Hong Kong
            
            N/A(Zip
      Code)





Registrant’s
telephone number: (852) 6121-8865





Securities
registered pursuant to Section 12(b) of the Act: None


Securities
registered pursuant to Section 12(g) of the Act: Common Stock, no par
value





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o No x





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


Yes o No o




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o No x




Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes x No o





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will
not be contained herein, to the best of registrant’s knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. 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 the definitions of “large accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act.





Large
accelerated filer  o                                                                        Accelerated
filer  o


Non-accelerated filer   
o                                                                        Smaller reporting companyx





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).   Yes xNo o




State
issuer's revenues for its most recent fiscal year: None.




State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of November 3, 2009:  100,000 shares of Common
Stock.





DOCUMENTS
INCORPORATED BY REFERENCE: None









TABLE
OF CONTENTS
 
 PART I
              
              3ITEM
      1.
              BUSINESS
              3ITEM
      2.
              PROPERTIES
              4ITEM
      3.
              LEGAL
      PROCEEDINGS
              4ITEM
      4.
              SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY HOLDERS
              5PART
      II
              
              5ITEM
      5.
              MARKET
      FOR REGISTRANT’S COMMON EQUITY; RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES
              5ITEM
      6.
              SELECTED
      FINANCIAL DATA
              5ITEM
      7.
              MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
              5ITEM
      7A.
              QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
              6ITEM
      8.
              FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA
              7ITEM
      9.
              CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
              19ITEM
      9A.
              CONTROLS
      AND PROCEDURES
              19ITEM
      9B.
              OTHER
      INFORMATION
              19PART
      III
              
              19ITEM
      10.
              DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
              19ITEM
      11.
              EXECUTIVE
      COMPENSATION
              20ITEM
      12.
              SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS
              20ITEM
      13.
              CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE
              21ITEM
      14.
              PRINCIPAL
      ACCOUNTANT FEES AND SERVICES
              21PART
      IV
              
              21ITEM
      15.
              EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES
              21SIGNATURES
              
              22
   
 
 PART
I
 
 Item
1.  DESCRIPTION OF BUSINESS.
 
 (a)
Business Development
 
 Maxconcept
International Holdings, Inc. (“we”, “us”, “our”, the "Company" or the
"Registrant") was incorporated in the State of Delaware on July 11, 2008. Since
inception, which was July 11, 2008, the Company has been engaged in
organizational efforts and obtaining initial financing. The Company was formed
as a vehicle to pursue a business combination and has made no efforts to
identify a possible business combination. As a result, the Company has not
conducted negotiations or entered into a letter of intent concerning any target
business. The business purpose of the Company is to seek the acquisition of or
merger with, an existing company. The Company selected July 31 as its fiscal
year end.
 
 (b)
Business of Issuer
 
 The
Company, based on proposed business activities, is a "blank check" company. The
U.S. Securities and Exchange Commission (the “SEC”) defines those companies as
"any development stage company that is issuing a penny stock, within the meaning
of Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and that has no specific business plan or purpose, or has
indicated that its business plan is to merge with an unidentified company or
companies." Under SEC Rule 12b-2 under the Exchange Act, the Company also
qualifies as a “shell company,” because it has no or nominal assets (other than
cash) and no or nominal operations. Many states have enacted statutes, rules and
regulations limiting the sale of securities of "blank check" companies in their
respective jurisdictions. Management does not intend to undertake any efforts to
cause a market to develop in our securities, either debt or equity, until we
have successfully concluded a business combination. The Company intends to
comply with the periodic reporting requirements of the Exchange Act for so long
as it is subject to those requirements.
 
 The
Company was organized as a vehicle to investigate and, if such investigation
warrants, acquire a target company or business seeking the perceived advantages
of being a publicly held corporation. The Company’s principal business objective
for the next 12 months and beyond such time will be to achieve long-term growth
potential through a combination with a business rather than immediate,
short-term earnings. The Company will not restrict its potential candidate
target companies to any specific business, industry or geographical location
and, thus, may acquire any type of business.
 
 The
analysis of new business opportunities will be undertaken by or under the
supervision of Wong Wa Kei Anthony the officer and director of the Registrant.
As of this date the Company has not entered into any definitive agreement with
any party, nor have there been any specific discussions with any potential
business combination candidate regarding business opportunities for the Company.
The Registrant has unrestricted flexibility in seeking, analyzing and
participating in potential business opportunities. In its efforts to analyze
potential acquisition targets, the Registrant will consider the following kinds
of factors:
 
 (a)
 Potential for growth, indicated by new technology, anticipated market
expansion or new products;
 
 (b) Competitive
position as compared to other firms of similar size and experience within the
industry segment as well as within the industry as a whole;
 
 (c)
 Strength and diversity of management, either in place or scheduled for
recruitment;
 
 (d)
 Capital requirements and anticipated availability of required funds, to be
provided by the Registrant or from operations, through the sale of additional
securities, through joint ventures or similar arrangements or from other
sources;
 
 (e)
 The cost of participation by the Registrant as compared to the perceived
tangible and intangible values and potentials;
 
 (f)
 The extent to which the business opportunity can be advanced;
 
 (g)
 The accessibility of required management expertise, personnel, raw
materials, services, professional assistance and other required items;
and
 
 (h)
 Other relevant factors.
 
 In
applying the foregoing criteria, no one of which will be controlling, management
will attempt to analyze all factors and circumstances and make a determination
based upon reasonable investigative measures and available data. Potentially
available business opportunities may occur in many different industries, and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. Due to the Registrant's limited capital available for
investigation, the Registrant may not discover or adequately evaluate adverse
facts about the opportunity to be acquired.
  1
  FORM OF
ACQUISITION
 
 The
manner in which the Registrant participates in an opportunity will depend upon
the nature of the opportunity, the respective needs and desires of the
Registrant and the promoters of the opportunity, and the relative negotiating
strength of the Registrant and such promoters.
 
 It is
likely that the Registrant will acquire its participation in a business
opportunity through the issuance of common stock or other securities of the
Registrant. Although the terms of any such transaction cannot be predicted, it
should be noted that in certain circumstances the criteria for determining
whether or not an acquisition is a so-called "tax free" reorganization under
Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code")
depends upon whether the owners of the acquired business own 80% or more of the
voting stock of the surviving entity. If a transaction were structured to take
advantage of these provisions rather than other "tax free" provisions provided
under the Code, all prior stockholders would in such circumstances retain 20% or
less of the total issued and outstanding shares of the surviving entity. Under
other circumstances, depending upon the relative negotiating strength of the
parties, prior stockholders may retain substantially less than 20% of the total
issued and outstanding shares of the surviving entity. This could result in
substantial additional dilution to the equity of those who were stockholders of
the Registrant prior to such reorganization.
 
 The
present stockholders of the Registrant will likely not have control of a
majority of the voting securities of the Registrant following a reorganization
transaction. As part of such a transaction, all or a majority of the
Registrant's directors may resign and one or more new directors may be appointed
without any vote by stockholders.
 
 In the
case of an acquisition, the transaction may be accomplished upon the sole
determination of management without any vote or approval by stockholders. In the
case of a statutory merger or consolidation directly involving the Company, it
will likely be necessary to call a stockholders' meeting and obtain the approval
of the holders of a majority of the outstanding securities. The necessity to
obtain such stockholder approval may result in delay and additional expense in
the consummation of any proposed transaction and will also give rise to certain
appraisal rights to dissenting stockholders. Most likely, management will seek
to structure any such transaction so as not to require stockholder
approval.
 
 It is
anticipated that the investigation of specific business opportunities and the
negotiation, drafting and execution of relevant agreements, disclosure documents
and other instruments will require substantial management time and attention and
substantial cost for accountants, attorneys and others. If a decision is made
not to participate in a specific business opportunity, the costs theretofore
incurred in the related investigation might not be recoverable. Furthermore,
even if an agreement is reached for the participation in a specific business
opportunity, the failure to consummate that transaction may result in the loss
to the Registrant of the related costs incurred.
 
 We
presently have no employees apart from our management. Our officers and
directors are engaged in outside business activities and anticipate that they
will devote to our business very limited time until the acquisition of a
successful business opportunity has been identified. We expect no significant
changes in the number of our employees other than such changes, if any, incident
to a business combination.
 
 (c)
Reports to security holders.
 
 (1) The
Company is not required to deliver an annual report to security holders and at
this time does not anticipate the distribution of such a report.
 
 (2) The
Company will file reports with the SEC. The Company will be a reporting company
and will comply with the requirements of the Exchange Act.
 
 (3) The
public may read and copy any materials the Company files with the SEC in the
SEC's Public Reference Section, Room 1580, 100 F Street N.E., Washington, D.C.
20549. The public may obtain information on the operation of the Public
Reference Section by calling the SEC at 1-800-SEC-0330. Additionally, the SEC
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC, which can be found at http://www.sec.gov.
  Item
2.  Description Of Property.
 
 We
neither rent nor own any properties.  We utilize the office space and
equipment of our management at no cost. Management estimates such amounts to be
immaterial. We currently have no policy with respect to investments or interests
in real estate, real estate mortgages or securities of, or interests in, persons
primarily engaged in real estate activities.
 
 Item
3.  Legal Proceedings.
 
 We are
currently not involved in any litigation that we believe could have a material
adverse effect on our financial condition or results of operations. There is no
action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending
or, to the knowledge of the executive officers of our company or any of our
subsidiaries, threatened against or affecting our company, our common stock, any
of our subsidiaries or of our companies or our subsidiaries’ officers or
directors in their capacities as such, in which an adverse decision could have a
material adverse effect.
  2
  Item
4.  Submission of Matters to a Vote of Security Holders.
 
 None.
 
 PART
II
 
 Item
5.  Market for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities.
 
 (a)
Market Information.
 
 The
Common Stock is not trading on any stock exchange. The Company is not aware of
any market activity in its Common Stock since its inception through the date of
this filing.
 
 (b)
Holders.
 
 As of
November 3, 2009, there was one record holder of an aggregate of 100,000 shares
of the Common Stock issued and outstanding.
 
 (c)
Dividends.
 
 The
Registrant has not paid any cash dividends to date and does not anticipate or
contemplate paying dividends in the foreseeable future. It is the present
intention of management to utilize all available funds for the development of
the Registrant's business.
 
 Item
6.  Selected Financial Data.
 
 Not
applicable.
 
 Item
7.  Management’s Discussion and Analysis of Financial Condition and
Results of Operations.
 
 We were
organized as a vehicle to investigate and, if such investigation warrants,
acquire a target company or business seeking the perceived advantages of being a
publicly held corporation. Our principal business objective for the next 12
months and beyond such time will be to achieve long-term growth potential
through a combination with a business rather than immediate, short-term
earnings.  We will not restrict our potential candidate target
companies to any specific business, industry or geographical location and, thus,
may acquire any type of business.
 
 We do not
currently engage in any business activities that provide cash flow. The costs of
investigating and analyzing business combinations for the next 12 months and
beyond such time will be paid with money in our treasury or with additional
amounts, as necessary, to be loaned to or invested in us by our stockholders,
management or other investors.
 
 During
the next 12 months we anticipate incurring costs related to:
 
 (i)
                filing
      of Exchange Act reports, and
 
 (ii)
                consummating
      an acquisition.
 
 We
believe we will be able to meet these costs through use of funds in our treasury
and additional amounts, as necessary, to be loaned by or invested in us by our
stockholders, management or other investors.
 
 We are in
the development stage and have negative working capital, negative stockholders’
equity and have not earned any revenues from operations to date. These
conditions raise substantial doubt about our ability to continue as a going
concern. We are currently devoting its efforts to locating merger candidates.
Our ability to continue as a going concern is dependent upon our ability to
develop additional sources of capital, locate and complete a merger with another
company, and ultimately, achieve profitable operations.
  3
  We may
consider a business which has commenced operations, is a developing company in
need of additional funds for expansion into new products or markets, is seeking
to develop a new product or service, or is an established business which may be
experiencing financial or operating difficulties and is in need of additional
capital. In the alternative, a business combination may involve the acquisition
of, or merger with, a company which does not need substantial additional
capital, but which desires to establish a public trading market for its shares,
while avoiding, among other things, the time delays, significant expense, and
loss of voting control which may occur in a public offering.
 
 Our
officers and directors have not had any preliminary contact or discussions with
any representative of any other entity regarding a business combination with us.
Any target business that is selected may be a financially unstable company or an
entity in its early stages of development or growth, including entities without
established records of sales or earnings. In that event, we will be subject to
numerous risks inherent in the business and operations of financially unstable
and early stage or potential emerging growth companies. In addition, we may
effect a business combination with an entity in an industry characterized by a
high level of risk, and, although our management will endeavor to evaluate the
risks inherent in a particular target business, there can be no assurance that
we will properly ascertain or assess all significant risks.
 
 Our
management anticipates that it will likely be able to effect only one business
combination, due primarily to our limited financing and the dilution of interest
for present and prospective stockholders, which is likely to occur as a result
of our management’s plan to offer a controlling interest to a target business in
order to achieve a tax-free reorganization. This lack of diversification should
be considered a substantial risk in investing in us, because it will not permit
us to offset potential losses from one venture against gains from
another.
 
 We
anticipate that the selection of a business combination will be complex and
extremely risky. Because of general economic conditions, rapid technological
advances being made in some industries and shortages of available capital, our
management believes that there are numerous firms seeking even the limited
additional capital which we will have and/or the perceived benefits of becoming
a publicly traded corporation. Such perceived benefits of becoming a publicly
traded corporation include, among other things, facilitating or improving the
terms on which additional equity financing may be obtained, providing liquidity
for the principals of and investors in a business, creating a means for
providing incentive stock options or similar benefits to key employees, and
offering greater flexibility in structuring acquisitions, joint ventures and the
like through the issuance of stock. Potentially available business combinations
may occur in many different industries and at various stages of development, all
of which will make the task of comparative investigation and analysis of such
business opportunities extremely difficult and complex.
 
 Item
7A.     Quantitative and Qualitative Disclosures About
Market Risk.
 
 We do not
hold any derivative instruments and do not engage in any hedging
activities.
  4





Item
8.       Financial Statements.





MAXCONCEPT
INTERNATIONAL HOLDINGS, INC.


(A
DEVELOPMENT STAGE COMPANY)


FINANCIAL
STATEMENTS


JULY
31, 2009














CONTENTS





Page(s)Report
      of Independent Registered Public Accounting Firm
            8Financial
      Statements:Balance
      Sheet - As of July 31, 2009
            9Statement
      of Operations - For the year from August 1, 2008 to July 31,
      2009
            10Statement
      of Changes in Stockholder’s Deficit - For the year from August 1, 2008 to
      July 31, 2009
            11Statement
      of Cash Flows - For the year from August 1, 2008 to July 31,
      2009
            12Notes
      to Financial Statements
            13-18




5
 
  REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To the
Board of Directors and Stockholders of
 Maxconcept
International Holdings, Inc.
 
 We have
audited the accompanying balance sheet of Maxconcept International Holdings,
Inc. (the “Company”) as of July 31, 2009 and 2008 and the related statement of
operations, changes in shareholder’s deficit and cash flow for year ended July
31, 2009 and 2008. 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 audits.
 
 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. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. Our audits 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 assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statements presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of July 31, 2009 and
2008, and the results of its operations and its cash flows for the periodended
July 31, 2009 and 2008 in conformity with accounting principles generally
accepted in the United States of America.
 
 
 Parker
Randall CF (H.K.) CPA Limited
 Certified
Public Accountants
 Hong
Kong
 November
10, 2009


7




Maxconcept
International Holdings, Inc.
 (A
Development Stage Company)
 Balance
Sheets
 
 
 July
      31,
                2009
              
              
              July 31,
                2008Liabilities and Stockholder’s Equity
      (Deficit)Current
      LiabilitiesAccounts
      payable
              
              $
              2,373
              
              
              $
              6,250Loan
      payable – related party
              
              
              22,010
              
              
              
              7,55024,382
              
              
              
              13,800Stockholder’s
      Deficit:Preferred
      stock ( $0.00001 par value, 100,000,000 shares  authorized, none
      issued and outstanding)
              
              
              -
              
              
              
              -Common
      stock ( $0.00001 par value, 500,000,000 shares authorized, 100,000 shares
      issued and outstanding)
              
              
              1
              
              
              
              1Deficit
      accumulated during development stage
              
              
              (24,383
              )
              
              
              (13,801
              )Total
      Stockholder’s Deficit
              
              
              (24,382
              )
              
              
              (13,800
              )Total
      Liabilities and Stockholder’s Deficit
              
              $
              -
              
              
              $
              -
 
 
 See
accompanying notes to financial statements
  8


Maxconcept
International Holdings, Inc.
 (A
Development Stage Company)
 Statements of
Operations
 
  From
                  August
      1,
                  2008
                  to
                  July
      31, 2009
                
                
                From
                  July
      11, 2008 (Inception)
                  to
                  July
      31, 2008
                
                
                Cumulative
      From July 11, 2008 (Inception) to
                  July
      31, 2009Operating
      expensesGeneral
      and administrative
                
                $
                10,582
                
                
                $
                13,801
                
                
                $
                24,383Total
      operating expenses
                
                
                10,582
                
                
                
                13,801
                
                
                
                24,383Net
      loss
                
                
                (10,582
                )
                
                
                (13,801
                )
                
                
                (24,383
                )Net
      loss per share – basic and diluted
                
                
                (0.11
                )
                
                
                (0.14
                )
                
                
                (0.24
                )Weighted
      average number of shares outstandingduring
      the period – basic and diluted
                
                $
                100,000
                
                
                $
                100,000
                
                
                $
                100,000
    
 See
accompanying notes to financial statements
 
 9





Maxconcept
International Holdings, Inc.
 (A
Development Stage Company)
 Statement
of Changes in Stockholder's Deficit
 For the year ended July 31,
2009
 
 DeficitCommon
      Stock
              
              
              Accumulated
      during
              
              
              TotalShares
              
              
              Amount
              
              
              Development
      Stage
              
              
              Stockholder's
                DeficitCommon
      stock issued for compensation - founder -
      ($0.00001/share)
              
              
              100,000
              
              
              $
              1
              
              
              $
              -
              
              
              $
              1Net
      loss from July 11, 2008 (inception date) to July 31,
      2008
              
              
              -
              
              
              
              -
              
              
              
              (13,801)
              
              
              
              (13,801
              )Balance
      July 31, 2008
              
              
              100,000
              
              
              $
              1
              
              
              $
              (13,801)
              
              
              $
              (13,800
              )Net
      loss for the year
              
              
              -
              
              
              
              -
              
              
              
              (10,582)
              
              
              
              (10,582
              )Balance
      July 31, 2009
              
              
              100,000
              
              
              $
              1
              
              
              $
              (24,383)
              
              
              $
              (24,382
              )
 
 
 See
accompanying notes to financial statements
 
 10


Maxconcept
International Holdings, Inc.
 (A
Development Stage Company)
 Statement
of Cash Flows
   From
                  August
      1,
                  2008
                  To
                  July
      31, 2009
                
                
                From
                  July
      11, 2008
                  (Inception)
                  to
                  July
      31, 2008
                
                
                Cumulative
      From
                  July
      11, 2008 (Inception) to
                  July
      31, 2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                
                $
                (10,582
                )
                
                $
                (13,801
                )
                
                $
                (24,383
                )Adjustments
      to reconcile net loss to net cash used inoperating
      activities:Stock
      issued for compensation - founder
                
                
                -
                
                
                
                1
                
                
                
                1Changes
      in operating assets and liabilities:(Decrease)/increase
      in accounts payable
                
                
                (3,878
                )
                
                
                6,250
                
                
                
                2,373Net
      Cash Used In Operating Activities
                
                
                (14,460
                )
                
                
                (7,550
                )
                
                
                (22,010
                )CASH
      FLOWS FROM FINANCING ACTIVITIES:Loan
      payable - related party
                
                
                14,460
                
                
                
                7,550
                
                
                
                22,010Net
      Cash Provided By Financing Activities
                
                
                14,460
                
                
                
                7,550
                
                
                
                22,010Net
      Increase in Cash
                
                
                -
                
                
                
                -
                
                
                
                -Cash
      - Beginning of Year/Period
                
                
                -
                
                
                
                -
                
                
                
                -Cash
      - End of Year/Period
                
                $
                -
                
                
                $
                -
                
                
                $
                -
 
 
 
 
 See
accompanying notes to financial statements
 
 11


Maxconcept
International Holdings, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 July 31,
2009
 
 
 NOTE 1 – Nature of
Operations and Summary of Significant Accounting Policies
 
 Nature
of operations
 
 Maxconcept
International Holdings, Inc. (the “Company”) is a Delaware corporation that was
incorporated on July 11, 2008.
 
 The
Company intends to effect a business combination with a Chinese based operating
company.
 
 Development
stage
 
 The
Company's financial statements are presented as those of a development stage
enterprise. Activities during the development stage primarily include related
party debt financing and implementing the business plan.
 
 Use
of estimates
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those
estimates.
 
 A
significant estimate during the period included a 100% valuation allowance for
deferred taxes due to the Company’s continuing and expected future
losses.
 
 Cash
and cash equivalents
 
 For
purposes of the statement of cash flows, the Company considers all highly liquid
instruments purchased with a maturity of three months or less and money market
accounts to be cash equivalents.
 
 The
Company minimizes its credit risk associated with cash by periodically
evaluating the credit quality of its primary financial institution. The balance
at times may exceed federally insured limits. At July 31, 2009, there were no
balances that exceeded the federally insured limit.
 
 Earnings
per share
 
 Basic
loss per share is computed by dividing net loss by weighted average number of
shares of common stock outstanding during each period.  Diluted
earnings per share is computed by dividing net income by the weighted average
number of shares of common stock, common stock equivalents and potentially
dilutive securities outstanding during each period.  At July 31, 2009,
the Company had no common stock equivalents that could potentially dilute future
earnings per share; however, if present, a separate computation of diluted loss
per share would not have been presented, as these common stock equivalents would
have been be anti-dilutive due to the Company’s net loss.
 
 12
 
 Maxconcept
International Holdings, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 July 31,
2009
 
 
 Fair
value of financial instruments
 
 Statement
of Financial Accounting Standards No. 107, “Disclosures about Fair Value of
Financial Instruments,” requires disclosures of information about the
fair value of certain financial instruments for which it is practicable to
estimate the value.  For purpose of this disclosure, the fair value of
a financial instrument is the amount at which the instrument could be exchanged
in a current transaction between willing parties, other than in a forced sale or
liquidation.
 
 The
carrying amount reported in the balance sheet for accounts payable and loan
payable – related party approximates fair market value based on the short-term
maturity of these instruments.
 
 Segment
information
 
 The
Company follows Statement of Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information."  During the year from date
of incorporation until July 31, 2009, the Company only operated in one segment;
therefore, segment information has not been presented.
 
 Stock-based
compensation
 
 All
share-based payments to employees is recorded and expensed in the statement of
operations as applicable under SFAS No. 123R, “Share-Based
Payment”.  The Company has not issued any stock based
compensation to its employees since inception.
 
 Non-employee
stock based compensation
 
 Stock-based
compensation awards issued to non-employees for services are recorded at either
the fair value of the services rendered or the instruments issued in exchange
for such services, whichever is more readily determinable, using the measurement
date guidelines enumerated in Emerging Issues Task Force Issue EITF No. 96-18,
“Accounting for Equity
Instruments That Are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services” (“EITF 96-18”). The Company
has not issued any non-employee stock based compensation to any third parties
since inception.
 
 Income
taxes
 
 The
Company accounts for income taxes under the liability method in accordance with
Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes"
under this method, deferred income tax assets and liabilities are determined
based on differences between the financial reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse.
 
 13
 
 Maxconcept
International Holdings, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 July 31,
2009
 
  We
adopted the provisions of FASB Interpretation No. 48; “Accounting for Uncertainty in
Income Taxes-An Interpretation of FASB Statement No. 109” (“FIN
48”). FIN 48 contains a two-step approach to recognizing and measuring uncertain
tax positions. The first step is to evaluate the tax position for recognition by
determining if the weight of available evidence indicates it is more likely than
not, that the position will be sustained on audit, including resolution of
related appeals or litigation processes, if any. The second step is to measure
the tax benefit as the largest amount, which is more than 50% likely of being
realized upon ultimate settlement. We consider many factors when evaluating and
estimating our tax positions and tax benefits, which may require periodic
adjustments. At July 31, 2009, we did not record any liabilities for uncertain
tax position.
 
 Recent
accounting pronouncements
 
 In
March 2008, the FASB issued SFAS No. 161, DISCLOSURES ABOUT DERIVATIVE
INSTRUMENTS AND HEDGING ACTIVITIES (an amendment to SFAS No. 133). This
statement is effective for financial statements issued for fiscal year and
interim periods beginning after November 15, 2008 and requires enhanced
disclosures with respect to derivative and hedging activities. The Company will
comply with the disclosure requirements of this statement if it utilizes
derivative instruments or engages in hedging activities upon its
effectiveness.
 
 In April
2008, the FASB issued FASB Staff Position No. 142-3, DETERMINATION OF THE USEFUL
LIFE OF INTANGIBLE ASSETS (“FSP No. 142-3”) to improve the consistency between
the useful life of a recognized intangible asset (under SFAS No. 142) and the
period of expected cash flows used to measure the fair value of the intangible
asset (under SFAS No. 141(R)). FSP No. 142-3 amends the factors to be considered
when developing renewal or extension assumptions that are used to estimate an
intangible asset’s useful life under SFAS No. 142. The guidance in the new staff
position is to be applied prospectively to intangible assets acquired after
December 31, 2008. In addition, FSP No.142-3 increases the disclosure
requirements related to renewal or extension assumptions. The Company does not
believe implementation of FSP No. 142-3 have a material impact on its financial
statements.
 
 In May
2008, the FASB issued statement No. 162, THE HIERARCHY OF GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES. This statement identifies the sources of accounting
principles and the framework for selecting the principles to be used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States (the GAAP hierarchy). This statement is effective 60 days
following the SEC’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”.
 
 In May
2008, the FASB issued FSP Accounting Principles Board ("APB") 14-1 "Accounting
for Convertible Debt instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement)" ("FSP APB 14-1"). FSP APB 14-1 requires the
issuer of certain convertible debt instruments that may be settled in cash (or
other assets) on conversion to separately account for the liability (debt) and
equity (conversion option) components of the instrument in a manner that
reflects the issuer's non-convertible debt borrowing rate. FSP APB 14-1 is
effective for fiscal years beginning after December 15, 2008 on a retroactive
basis. As we do not have convertible debt at this time, we currently believe the
adoption of FSP APB 14-1 will have no effect on our combined results of
operations and financial condition.
 
 In May
2008, the FASB issued Statement No. 163, ACCOUNTING FOR FINANCE GUARANTEE
INSURANCE CONTRACTS - AN INTERPRETATION OF FASB STATEMENT NO. 60. The premium
revenue recognition approach for a financial guarantee insurance contract links
premium revenue recognition to the amount of insurance protection and the period
in which it is provided. For purposes of this statement, the amount of insurance
protection provided is assumed to be a function of the insured principal amount
outstanding, since the premium received requires the insurance enterprise to
stand ready to protect holders of an insured financial obligation from loss due
to default over the period of the insured financial obligation. This Statement
is effective for financial statements issued for fiscal years beginning after
December 15, 2008.
 
 In June
2008, the FASB issued FASB Staff Position Emerging Issues Task Force (EITF) No.
03-6-1, DETERMINING WHETHER INSTRUMENTS GRANTED IN SHARE-BASED PAYMENT
TRANSACTIONS ARE PARTICIPATING SECURITIES (“FSP EITF No. 03-6-1”). Under FSP
EITF No. 03-6-1, unvested share-based payment awards that contain rights to
receive nonforfeitable dividends (whether paid or unpaid) are participating
securities, and should be included in the two-class method of computing EPS. FSP
EITF No. 03-6-1 is effective for fiscal years beginning after December 15, 2008,
and interim periods within those years, and is not expected to have a
significant impact on the Company’s financial statements.
 
 14
 
 Maxconcept
International Holdings, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 July 31,
2009
 
 In
April 2009, the FASB issued FSP 157-4, DETERMINING FAIR VALUE WHEN THE
VOLUME AND LEVEL OF ACTIVITY FOR THE ASSET OR LIABILITY HAVE SIGNIFICANTLY
DECREASED AND IDENTIFYING TRANSACTIONS THAT ARE NOT ORDERLY (“FSP 157-4”). FSP
157-4 provides additional guidance for estimating fair value in accordance with
SFAS 157 when the volume and level of activity for the asset or liability have
significantly decreased. FSP 157-4 also includes guidance on identifying
circumstances that indicate a transaction is not orderly. FSP 157-4 is effective
for interim and annual reporting periods ending after June 15, 2009, with
early adoption permitted for periods ending after March 15, 2009. FSP 157-4 does
not require disclosures for earlier periods presented for comparative purposes
at initial adoption. In periods after initial adoption, FSP 157-4 requires
comparative disclosures only for periods ending after initial adoption. The
adoption of the provisions of FSP 157-4 is not anticipated to materially impact
on the Company’s results of operations or the fair values of its assets and
liabilities.
 
 In May
2009, the FASB issued SFAS No. 165, SUBSEQUENT EVENTS (“SFAS 165”).
SFAS 165 establishes general standards for accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued or available to be issued and was effective for interim and annual
periods ending after June 15, 2009. The adoption of SFAS No. 165 did not have an
impact on the Company’s results of operations or financial condition. The
Company evaluated all subsequent events that occurred from July 1, 2009 through
September 30, 2009, inclusive, and does not found any material subsequent events
are required to disclose.
 
 In
June 2009, the FASB issued SFAS No. 166 ACCOUNTING FOR TRANSFERS OF
FINANCIAL ASSETS (“SFAS 166). This statement is intended to improve the
relevance, representational faithfulness, and comparability of the information
that a reporting entity provides in its financial reports about a transfer of
financial assets; the effects of a transfer on its financial position, financial
performance, and cash flows; and a transferor’s continuing involvement in
transferred financial assets. This Statement must be applied as of the beginning
of each reporting entity’s first annual reporting period that begins after
November 15, 2009, and is required to be adopted by the Company in the
first quarter of fiscal year 2011. Earlier application is prohibited. This
Statement must be applied to transfers occurring on or after the effective date.
The Company does not expect the adoption of SFAS 166 to have a material impact
on the Company’s financial position, results of operations and cash
flows.
 
 In June
2009, the FASB issued SFAS No. 168, THE FASB ACCOUNTING STANDARDS CODIFICATION
AND THE HIERARCHY OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (“SFAS No. 168”).
SFAS No. 168 will become the single source of authoritative nongovernmental U.S.
generally accepted accounting principles (“GAAP”), superseding existing FASB,
American Institute of Certified Public Accountants, Emerging Issues Task Force
(“EITF”), and related accounting literature. SFAS No. 168 reorganizes the
thousands of GAAP pronouncements into roughly 90 accounting topics and displays
them using a consistent structure. Also included is relevant Securities and
Exchange Commission guidance organized using the same topical structure in
separate sections. SFAS No. 168 will be effective for financial statements
issued for reporting periods that end after September 15, 2009. The adoption of
SFAS No. 168 is not expected to have a material impact on the Company’s
consolidated results of operations and financial condition.
 
 Other
accounting standards that have been issued or proposed by the FASB or other
standards-setting bodies that do not require adoption until a future date and
are not expected to have a material impact on the financial statements upon
adoption.
 
 15
 Maxconcept
International Holdings, Inc.
 (A
Development Stage Company)
 Notes
to Financial Statements
 July 31,
2009
  Note 2 Going
Concern
 
 As
reflected in the accompanying financial statements, the Company has a net loss
of $10,582 and net cash used in operations of $14,460 for the year ended July
31, 2009; and a working capital deficit of $24,382, deficit accumulated during
the development stage of $24,383 and a stockholder’s deficit of $24,382 at July
31, 2009.  In addition, the Company is in the development stage and
has not yet generated any revenues. The ability of the Company to continue as a
going concern is dependent upon the Company's ability to further implement its
business plan and to continue to raise funds through debt or equity
raises.  The financial statements do not include any adjustments
relating to the recovery of the recorded assets or the classification of the
liabilities that might be necessary should the Company be unable to continue as
a going concern.
 
 Note 3 Loan Payable –
Related Party
 
 During
the year ended July 31, 2009, the Company’s stockholder loaned the Company
$22,010. These advances are non-interest bearing, unsecured and due on
demand.
 
 Note 4 Stockholder’s
Deficit
 
 During
the year ended July 31, 2009, the Company issued 100,000 shares of common stock
to its founder, having a fair value of $1 ($0.00001/share), for
pre-incorporation services.
 
 Note 5 Income
Taxes
 
 SFAS 109
requires the recognition of deferred tax assets and liabilities for both the
expected impact of differences between the financial statements and the tax
basis of assets and liabilities, and for the expected future tax benefit to be
derived from tax losses and tax credit carry forwards.  SFAS 109
additionally requires the establishment of a valuation allowance to reflect the
likelihood of realization of deferred tax assets.
 
 The
Company has a net operating loss carry forward for tax purposes totaling $24,383
at July 31, 2009, expiring through the year 2028. Internal Revenue Code Section
382 places a limitation on the amount of taxable income that can be offset by
carry forwards after a change in control (generally greater than a 50% change in
ownership).  Temporary differences, which give rise to a net deferred
tax asset, are as follows:
 
 Significant
deferred tax assets at July 31, 2009 are as follows:
 
 Gross
      deferred tax assets:Net
      operating loss carryforwards
              
              $
              8,290Total
      deferred tax
      assets
              
              
              8,290Less: valuation allowance
              
              
              (8,290
              )Net
      deferred tax asset
      recorded
              
              $
              -
 
 The
valuation allowance at April 30, 2009 was $7,393. The net change in valuation
allowance during the year ended July 31, 2009, was an increase of $897.  In
assessing the realizability of deferred tax assets, management considers whether
it is more likely than not that some portion or all of the deferred income tax
assets will not be realized.  The ultimate realization of deferred
income tax assets is dependent upon the generation of future taxable income
during the periods in which those temporary differences become
deductible.  Management considers the scheduled reversal of deferred
income tax liabilities, projected future taxable income, and tax planning
strategies in making this assessment.  Based on consideration of these
items, management has determined that enough uncertainty exists relative to the
realization of the deferred income tax asset balances to warrant the application
of a full valuation allowance as of July 31, 2009.
  16




Maxconcept
International Holdings, Inc.


(A
Development Stage Company)


Notes to Financial
Statements


July 31,
2009








Expected
      tax expense (benefit) - Federal
              
              $
              (8,290
              )Change
      in valuation allowance
              
              
              8,290Actual
      tax expense (benefit)
              
              $
              -






17





Item 9.  Changes in and
Disagreements with Accountants on Accounting and Financing
Disclosure.








Item 9A.  Controls and
Procedures.




Evaluation of disclosure
controls and procedures




























ITEM 9B. OTHER
INFORMATION









PART III




Item 10.  Directors, Executive
Officers and Corporate Governance.








Name
              
              Age
              
              PositionWong
      Wa Kei Anthony
              
              44
              
              President
      and Director






18




Wong Wa Kei Anthony President
and Director, was previously working in the corporate finance field and
various consulting jobs working on listing services in the Hong Kong and US
Capital markets.  He performed consulting jobs for corporate clients
in Hong Kong.  Mr. Wong also serves as president and director of Asia
Health and Beauty Treasure, Inc., China Advanced MediTech, Inc., China Timber
Work Enterprise Inc. and China Metallic Resources, Inc.  Mr. Wong
received a BBA in 1988 from Georgia State University.




Term of Office








Significant Employees








No Audit Committee or Financial
Expert








Code of Ethics








Section 16(a) Beneficial Ownership
Reporting Compliance








Item 11.  Executive
Compensation.






















Item 12.  Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.










19




Name
      and Address
              
              Amount
      and Nature of Beneficial Ownership
              
              Percentage
                of
      ClassWong
      Wa Kei Anthony (1)
                Room
      405, 4/F.,  Wing Ming Industrial Centre
                15
      Cheung Yue Street, Cheung Sha Wan
                Kowloon,
      Hong Kong
              
              
              100,000(1)
              
              
              100%




(1)
            Wong Wa Kei
      Anthony serves as President and Director of the
  Company.




Item 13.  Certain
Relationships and Related Transaction, and Director Independence








Item 14.  Principal
Accounting Fees and Services.








Years EndedJuly
      31, 2009
              
              
              July 31, 2008Audit
      Fees
              
              $
              6,500
              
              
              $
              -Audit
      Related Fees
              
              
              -
              
              
              
              -Tax
      Fees
              
              
              1,375
              
              
              
              -All
      Other Fees
              
              
              2,707
              
              
              
              13,801Total
              
              $
              10,582
              
              
              $
              13,801












PART
IV




Item 15.  Exhibits,
Financial Statement Schedules.
















EXHIBITNUMBER
              DESCRIPTION3.1
              Articles
      of Incorporation*3.2
              By-Laws*31.1
              Section
      302 Certification32.1
              Section
      906 Certification








20







SIGNATURES












/s/ Wong Wa Kei
Anthony














Signature
            
            Title
            
            Date/s/Wong Wa
      Kei Anthony
              Wong
      Wa Kei Anthony
            
            President,
      Secretary,
              Chief
      Financial Officer and Director
            
            November 10, 2009