8-K 1 form8-k.htm MURALS BY MAURICE 8-K 09.17.09 form8-k.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): July 17, 2009
 
DÉCOR PRODUCTS INTERNATIONAL, INC.
(F/K/A) MURALS BY MAURICE, INC.
(Exact Name of Registrant as Specified in Charter)

 
Florida
  
000-53272
  
20-8565429
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)
 
No. 6 Economic Zone, Wushaliwu, Chang’an Town
Dongguan, Guangdong Province, China
(Registrant’s Address)

Registrant’s telephone number, including area code: 0769-85533948
  
295 Northwest 89th Avenue
Coral Springs, Florida 33071
 
 (Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

 
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DÉCOR PRODUCTS INTERNATIONAL, INC.

CURRENT REPORT ON FORM 8-K

TABLE OF CONTENTS
 
Item 1.01          Entry into a Material Definitive Agreement
 
Item 2.01          Completion of Acquisition or Disposition of Assets
 
           Plan of Exchange
 
           Description of Murals by Maurice, Inc. Business
 
                           Description of Wide Broad Group Ltd. Business
           
           Risk Factors
 
           Security Ownership of Certain Beneficial Owners and Management
 
           Directors and Executive Officers
 
           Executive Compensation
 
           Certain Relationships and Related Transactions
 
           Description of Securities

Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item 3.02          Unregistered Sales of Equity Securities

Item 5.01          Changes in Control of Registrant
 
Item 5.02
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
 
Item 5.06          Change in Shell Company Status
 
Item 9.01          Financial Statements and Exhibits

 
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Item 1.01                      Entry into a Material Definitive Agreement

As of July 17, 2009, Décor Products International, Inc. (F/K/A Murals by Maurice, Inc.) a Florida corporation (including its successors and assigns, “MUBM” or “Registrant” or “Company”); Maurice Katz, a Director and beneficial owner of a majority of the outstanding shares of common stock of MUBM (“Maurice”); Wide Broad Group Ltd., a company organized and existing under the laws of the British Virgin Islands (including its successors and assigns “Wide Broad”), Man Kwai Ming, an individual and Smart Approach Investments Limited a British Virgin Islands corporation (each a “Wide Broad Shareholder”) and together with their successors and assigns, collectively the “Wide Broad Shareholders”), Dongguan CHDITN Printing Co., Ltd., a company organized and existing under the laws of the People’s Republic of China (“CHDITN”), and the shareholders of CHDITN (the “CHDITN Shareholders”) and entered into a Plan of Exchange.

The terms of the Plan of Exchange are set forth in Item 2.01 of this Current Report on Form 8-K.

The Plan of Exchange is attached hereto as Exhibit 10.1.

Item 2.01                      Completion of Acquisition or Disposition of Assets

Plan of Exchange

Plan of Exchange (the “POE”) was executed as of July 17, 2009 by and among MUBM, Maurice, Wide Broad, the Wide Broad Shareholders, and CHDITN. The POE states that the capital of MUBM consists of 100,000,000 authorized shares of Common Stock, par value $.001, of which 9,043,214 shares are currently issued and outstanding. The capital of Wide Broad consists of 1,000 ordinary shares authorized, par value $1.00, of which 1,000 ordinary shares are issued and outstanding.

The Plan of Exchange Agreement states that MUBM desires to acquire one hundred percent (100%) of all of the issued and outstanding share capital of Wide Broad from the Wide Broad Shareholders in an exchange for a new issuance 20,000,000 shares of common stock of MUBM and the simultaneous retirement to treasury of 7,450,000 shares of common stock (the “Control Shares”) held in the name of Maurice Katz (our President) in a transaction intended to qualify as a tax-free exchange pursuant to sections 351 and 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended.

Pursuant to the POE, MUBM shall effect a 1 for 4 reverse split of MUBM Common Stock and Wide Broad and MUBM shall work together to appoint a board of directors comprised of no less than 50% Independent Directors and form an independent audit committee comprised of no less than two individuals who meet the standards set forth by the NYSE Amex as these terms are defined by the NYSE Amex Company Guide as amended from time to time.
 
The POE states that Wide Broad and MUBM shall have secured their shareholder approvals for this transaction, if required, in accordance with the laws of its place of incorporation and its constituent documents. The Boards of Directors of each of Wide Broad and MUBM shall have approved the transaction and this agreement, in accordance with the laws of its place of incorporation and its constituent documents. Each party has furnished to the other party all corporate and financial information which is customary and reasonable, to conduct its respective due diligence, normal for this kind of transaction. As of closing of the POE, MUBM has 100% of the issued and outstanding shares of Wide Broad.  As of the Closing date, MUBM issued to Wide Broad 20,000,000 new investment shares of Common Stock of MUBM and simultaneously retired to treasury, 7,450,000 shares of common stock held in the name of Maurice Katz (our President), in exchange for 100% of the capital stock of Wide Broad. MUBM and Wide Broad has been reorganized, such that MUBM has acquired 100% the capital stock of Wide Broad, and Wide Broad is a wholly-owned subsidiary of MUBM.  CHDITN is currently a wholly-owned subsidiary of Wide Broad and after the post share exchange, CHDITN is a wholly-owned indirect subsidiary of MUBM operating under the name “Dongguan CHDITN Printing Co., Ltd.” a corporation organized and existing under the laws of the People’s Republic of China.

Description of MUBM Business

Murals By Maurice, Inc. (www.muralsbymaurice.com) is an existing business in Coral Springs, Florida.  Since the Company began full-time operations in 1999, it has provided mural painting services that cater to customer needs and budgets. The Company was incorporated under the laws of the state of Florida on January 11, 2007, and continues to specialize in mural painting.  

The Company strives to nurture the best practices, talent of personnel, and customer service and share them broadly to create value for customers, shareholders, partners and employees. Murals By Maurice, Inc. continues to explore opportunities that will result in continued growth including new potential ventures of selling art online and offering art classes.
 
Murals By Maurice, Inc. promotes products and services primarily through print and online advertisements, word-of-mouth advertisements, and referrals, and concentrates on building a distribution network for internet sales. Our target market includes homeowners, organizations, businesses, schools, medical offices, hospitals, and churches. Our industry experience has allowed us to identify target markets that will be receptive to our proprietary products and concepts.

Products and Services
 
Creative, skilled craftsman. With ten years of mural painting experience, Maurice Katz is a talented artist capable of turning a client’s imagination into a work of art.

Mural size variations from small to large. Mr. Katz has successfully painted a wide variety of works from small canvas projects to projects as large as 2,000 square feet.  

Wide array of mural options and choices.  With a large portfolio of completed murals to pursue, customers have a wide array of mural options and choices.

Description of Wide Broad’s Business

Wide Broad was incorporated in the British Virgin Islands as a limited liability company under the BVI Business Companies Act on September 28, 2006. They serve as the parent company of Dongguan CHDTIN Printing Co., Ltd. (“CHDITN”), a corporation organized and existing under the laws of the Peoples’ Republic of China. CHDITN was established in 1999 and is located in Chang’an Town, Dongguan, Guangdong, between Shenzhen and Guangzhou in southern China. CHDITN is an enterprise specializing in the production and sales of high quality decor paper such as furniture decorative paper, wood-grain paper, and paperboard. CHDITN has taken a leadership position in introducing advanced microcomputer intaglio (gravure) printing production equipment to the market. CHDITN also conducts research and development in manufacturing 30g -120g PU paper, polyester paper, melamine paper, wear-proof paper, 3D wood grain paper, as well as different kinds of environmental friendly decorative papers.

Décor Paper and CHDITN

Decor, or decoration, paper is a specialty paper used to finish the surface of wood materials. Wood-grain decor paper, used in the manufacture of furniture and laminated flooring, is one of the fastest growing grades of paper in the world. The production of decor paper requires very specific technological know-how.

Apart from China’s dominant position as the Number 1 furniture exporter in the world, the rapid growth in disposable income in China has created a huge domestic market. China has become a major consumer of furniture and other household furnishings, which, in turn, has created a high demand for decor paper used in furniture and laminate flooring manufacture.

In 1997, China had a 3.2% market share in the global decor paper market; by 2010, we believe that China will have a 25% market share. With a current capacity of 96 million meters of decor paper capacity, CHDITN is one of the largest high-class decor paper manufacturers in China with an estimated 7% market share.

Competition

CHDITN competes with several other Chinese decor paper manufacturers, as well as European manufacturers.

CHDITN’s major domestic competitors include: Zhejiang Decor (RMB 200 million), Wanli Industrial (RMB 180 million), Lin’an Jinxzhou (RMB 75 million), and Zhejiang Linglong (RMB 75 million). CHDITN has a distinct advantage over these manufacturers in that they are all located in Zhejiang Province in Eastern China (near Shanghai). The Zhejiang Province is a large producer of furniture, the second largest in China, however, well behind Guangzhou and Shenzhen – two of CHDITN’s key markets in southern China.

CHDITN also has competition from a number of integrated paper companies such as Shandong Lunan Paper which produces decor paper on smaller paper machines. CHDITN has a freight cost advantage, as well as newer technology when compared to Shandong Lunan Paper.

CHDITN also competes with European decor paper producers such as Schattdecor and Arjowiggins, However, CHDITN fortunately has a significant freight cost advantage, as well as lower labor costs compared to Schattdecor and Arjowiggins.

Competitive Advantages

•  
Nine years of decor paper manufacturing history
•  
Very profitable business – after tax margins 20%
•  
Experienced, proven, and motivated management
•  
Sales force located in the major furniture producing regions
•  
State-of-the-art technology and high quality control
•  
Geographic advantage – freight cost advantage

CHDITN’s Products

PU (PolyUrethane) Paper

•  
Produced by superficial PU printing using original paper.
•  
Width is 1.27 meters; each packaged roll has a volume between 1250 and 2500 meters; specification is 30g-60g.
•  
Product characteristics:
•  
The wood patterned paper surface passes through special handling; the surface is durable, pliable but hard to break, doesn’t degrade easily, and is environmental friendly.
•  
Suitable for adhering to particleboard, medium density fiberboard (MDF), high density fiberboard (HDF), cardboard, plywood, and furniture.

Paint Paper

•  
Width is 1.27 meters; the specification is 30g-60g.
•  
Product characteristics:
•  
Pre-soaked paint paper is a form of high anti-avulsion decorating paper which has high flexibility after soaking, and is easily adhered to surfaces.
•  
Suitable for particleboard, MDF and HDF, cardboard, plywood, and curved surfaces

Polyester Paper

•  
Width 1.27 meters, specification is 30g; each packaged roll is generally between 1250 meters and 2500 meters
•  
Product characteristics:
•  
Easily adheres to most wooden surfaces, thus is one of the furniture industry’s most commonly used covering materials.

Melamine Furniture Surface Paper

•  
Suitable for post-soaking, paste-pressed melamine board and reinforced floor board surfaces.
•  
The common paper thickness is 60-80g/meter.
•  
Product characteristics:
•  
Compared to polyester paper, melamine paper is more resistant to wear, heat, fire or smoke, and easier to clean. Melamine paper is fungus and mould proof and anti-static.
•  
Excellent texture and clear color has met the national standards of Europe and America. The design is diverse, environmentally friendly, and cost effective. Conforms to the current environmental protection trends.

Growth Strategy

Future product development strategy

•  
Add three new production lines with the capacity to produce 180 million meters of decor paper and up to 35 laminating lines to enable the Company to offer pre-laminated wood panels to its customers,
•  
Research demand trends in international furniture and decoration,
•  
Conduct new material and new technology studies,
•  
Develop products that conform to market demand, and,
•  
Become the leader in the industry.
 
Expansion Plans

•  
CHDITN is about to commence on a 176 million RMB ($24.5 million) major expansion at its plant in Chang’an Town.
•  
The existing plant occupies 60,000 square feet of land. CHDITN has 100,000 square feet of vacant leased land adjacent to the existing plant.
•  
The centerpiece of the expansion will be 3 new state-of-the-art water-based ink printing lines. The annual capacity of each line is 60 million meters. The use of water-based inks will significantly lower ink costs. Solvent-based inks currently represent 50% of total manufacturing costs.
•  
In addition to the new printing lines, CHDITN has identified a new market for pre-laminated wooden panels for a number of its clients, particularly, breakdown furniture manufacturers. CHDITN will install several laminated board and pressing machines. The wooden panels, primarily MDF and HDF, will be purchased domestically.

 
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Existing Facilities and Property Owned

Presently, CHDITN leases a plant that is 60,000 square feet. CHDITN has 100,000 square feet vacant land adjacent to the plant. The plant is located at Chang’an Town, Dongguan, Guangdong, between Shenzhen and Guangzhou in southern China. The lease agreement and the lease renewal agreement for this plant in attached hereto as Exhibit 10.2.
 
Intellectual Property

The Company has no patents or copyrights. The Company does have a registered trademark named "CHDITN”. The trademark is classified as No. 16 according the International Classification of Goods. The time of validity for the trademark is from October 7, 2004 to October 7, 2014 with unlimited renewals. The trademark was issued by the Trademark Office under the State Administration for Industry and Commerce, PRC.

Customers

For current production, the number of decor paper customers is between 20 and 30 customers. CHDITN has adopted a sales and marketing strategy of not relying on a few major customers. CHDITN tries to maintain a constant number of customers which will utilize 80-100% capacity of the current decor paper production lines. The following table depicts the top ten customers and the amount of sales that customer accounts for:

Ranking
Customer
% of total
sales
 
Top 10 customers
24.2%
1
Shuanghu
3.5%
2
Retail (various)
3.5%
3
Wangfu
2.5%
4
Yuelan
2.4%
5
Hengguang
2.4%
6
Yali
2.2%
7
Shenglida
2.2%
8
Honge
2.0%
9
Genyuan
1.8%
10
Liuxin Shiye
1.7%

Regulation

There is no specific law and regulation governing the industry in which CHDITN performs in.
 
Legal Proceedings
 
The Company is not aware of any significant pending legal proceedings against it.
 
Employees
 
Wide Broad currently has 4 employees.
 
CHDITN currently has 103 employees.
 
Risk Factors

An investment in our common stock being offered for resale by the selling shareholders is very risky. You should carefully consider the risk factors described below, together with all other information in this prospectus before making an investment decision. Additional risks and uncertainties not presently foreseeable to us may also impair our business operations. If any of the following risks actually occurs, our business, financial condition or operating results could be materially and adversely affected. In such case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risk Factors Regarding MUBM

There is no liquid trading market for MUBM shares of common stock.
 
There has never been a liquid public trading market in MUBM common stock and no such liquid trading market is expected to develop in the immediate future. MUBM common stock is not a suitable investment for investors who require liquidity. There can be no assurance that a significant public market for MUBM will develop or be sustained. Thus, there is a risk that you may never be able to sell your shares.

MUBM does not intend to pay any dividend for the foreseeable future.

MUBM does not anticipate paying cash dividends in the foreseeable future.  The future payment of dividends is directly dependent upon future earnings, financial requirements and other factors to be determined by MUBM’s board of directors.  MUBM anticipates any earnings that may be generated from operations will be used to finance growth and that cash dividends will not be paid to shareholders.

MUBM has incurred losses from operations and limited cash that raises substantial doubt as to whether MUBM can continue as a going concern.

As of December 31, 2008, our accumulated deficit was $160,568.  Our cash flows provided by (used in) operations were $1,691 and $(31,664) for the years ended December 31, 2008 and December 31, 2007, respectively.  At December 31, 2007, our accumulated deficit was $141,484, and our cash flows provided by (used in) operations were $(31,664).  We have incurred losses from operations and limited cash that raises substantial doubt as to whether we can continue as a going concern

Risk Factors Regarding the surviving corporation, Décor Products International, Inc. (“Décor”).

If Decor loses the services of a number of key employees, their business could suffer.

Our success is highly dependent upon the continued services of Liu Rui Sheng, who is President, CEO and Chairman of our Board of Directors.  We do have a written employment agreement with Mr. Sheng until 2010 but the loss of his services would have a material adverse effect on Décor and subsequently CHDITN business. There can be no assurances that Décor would be able to replace this executive in the event his services become unavailable.  Décor does not have any key-man life insurance on any of their employees.

Decor may need to issue more stock, which could dilute your stock.

If Decor does not have enough capital to meet future capital requirements, they may need to conduct additional capital-raising in order to continue operations.  To the extent that additional capital is raised through the sale of equity and/or convertible debt securities, the issuance of such securities could result in dilution to shareholders and/or increased debt service commitments.  Accordingly, if Decor issues additional stock, it could reduce the value of your stock.

Decor does not intend to pay any dividend for the foreseeable future.

Decor does not anticipate paying cash dividends in the foreseeable future.  The future payment of dividends is directly dependent upon future earnings, financial requirements and other factors to be determined by Décor’s board of directors.  Decor anticipates any earnings that may be generated from operations will be used to finance growth and that cash dividends will not be paid to shareholders.

BVI companies may not be able to initiate shareholder derivative actions, thereby depriving shareholders of the ability to protect their interests.
 
BVI companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. The circumstances in which any such action may be brought, and the procedures and defenses that may be available in respect to any such action, may result in the rights of shareholders of a BVI company being more limited than those of shareholders of a company organized in the United States. Accordingly, shareholders may have fewer alternatives available to them if they believe that corporate wrongdoing has occurred. The BVI courts are also unlikely to recognize or enforce against Décor’s judgments of courts in the United States based on certain liability provisions of U.S. securities law and to impose liabilities against it, in original actions brought in the British Virgin Islands, based on certain liability provisions of U.S. securities laws that are penal in nature.
  
Although there is no statutory enforcement in the British Virgin Islands of judgments obtained in the United States, the courts of the British Virgin Islands will recognize a foreign judgment as the basis for a claim at common law in the British Virgin Islands provided:
 
    •           the U.S. court issuing the judgment had jurisdiction in the matter and the company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process;
 
    •           the judgment given by the U.S. court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the company;
 
    •           in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the court;
 
    •           recognition or enforcement of the judgment in the BVI would not be contrary to public policy; and
 
    •           the proceedings pursuant to which judgment was obtained were not contrary to natural justice. 
 
 
5
 
 
Risk Factors Regarding CHDITN, subsidiary of Wide Broad

Changes In The Cost Or Availability Of Raw Materials, Energy And Transportation Could Affect Our Profitability.

We rely heavily on certain raw materials (paper, ink), energy sources (principally natural gas, coal and fuel oil) and third party companies that transport our goods. Our profitability has been, and will continue to be, affected by changes in the costs and availability of such raw materials, energy sources and transportation sources.

The Industries In Which We Operate Experience Both Economic Cyclicality And Changes In Consumer Preferences. Fluctuations In The Prices Of And The Demand For Our Products Could Materially Affect Our Financial Condition, Results Of Operations And Cash Flows.

Substantially all of our businesses have experienced, and are likely to continue to experience, cycles relating to industry capacity and general economic conditions. The length and magnitude of these cycles have varied over time and by product. In addition, changes in consumer preferences may increase or decrease the demand for our fiber-based products and non-fiber substitutes. Consequently, our operating cash flow is sensitive to changes in the pricing and demand for our products.

Competition In The Global Market Could Negatively Impact Our Financial Results.

We operate in a competitive international environment in all of our operating segments. Pricing or product strategies pursued by competitors could negatively impact our financial results.  Increased competition from either domestic or foreign paper producers provides alternatives to the company's products. Increases in competitive production capacity, can result in sales declines from reduced shipment volume and/or lower net selling prices in order to maintain shipment volume.

Continued Adverse Developments In General Business And Economic Conditions Could Have An Adverse Effect On The Demand For Our Products And Our Financial Condition And Results Of Operation.

General economic conditions may adversely affect industrial non-durable goods production, consumer spending, commercial printing and advertising activity, and consumer confidence, all of which impact demand for our products. In addition, continued volatility in the capital and credit markets, which impacts interest rates, currency exchange rates and the availability of credit could have a material adverse effect on our business, financial condition and our results of operations.

Material Disruptions At One Of Our Manufacturing Facilities Could Negatively Impact Our Financial Results.

We operate our facilities in compliance with applicable rules and regulations and take measures to minimize the risks of disruption at our facilities. A material disruption at one of our manufacturing facilities could prevent us from meeting customer demand, reduce our sales and/or negatively impact our financial results. Any of our manufacturing facilities, or any of our machines within an otherwise operational facility, could cease operations unexpectedly due to a number of events, including:
 
•
  
unscheduled maintenance outages;
 
•
  
prolonged power failures;
 
•
  
an equipment failure;
 
•
  
a chemical spill or release;
 
•
  
explosion of a boiler;
 
•
  
the effect of a drought or reduced rainfall on its water supply;
 
•
  
labor difficulties;
 
•
  
disruptions in the transportation infrastructure, including roads, bridges, railroad tracks and tunnels;
 
•
  
fires, floods, earthquakes, hurricanes or other catastrophes;
 
•
  
terrorism or threats of terrorism;
 
•
  
domestic and international laws and regulations applicable to our Company and our business partners, including joint venture partners, around the world; and
 
•
  
other operational problems.

Any such downtime or facility damage could prevent us from meeting customer demand for our products and/or require us to make unplanned capital expenditures. If one of these machines or facilities were to incur significant downtime, our ability to meet our production targets and satisfy customer requirements could be impaired, resulting in lower sales and having a negative effect on our financial results.

We May Experience Pricing Variability

The polyurethane paper, paint paper, polyester paper, and melamine furniture surface paper industries historically have experienced significant fluctuations in selling prices. If we are unable to maintain the selling prices of products within these industries, that inability may have a material adverse effect on our results of operations and financial condition. We are not able to predict with certainty market conditions or the selling prices for our products.
 
We Have Been Dependent on Certain Customers

Our top ten customers account for 24.2% of sales. The loss of these customers could have a material adverse effect on sales and, depending on the significance of the loss, our results of operations, financial condition or cash flows.

CHDITN may have difficulty managing potential growth.

CHDITN could experience a period of significant expansion and they anticipate that further expansion will be required to address potential growth in customer base and market opportunities.  Any expansion is expected to place a significant strain on management, operational and financial resources. At the present time, CHDITN expects it will be required to increase the number of employees during the current fiscal year.  To manage the expected growth of operations and personnel, CHDITN will be required to improve existing and implement new transaction processing, operational and financial systems, procedures and controls, and to expand, train and manage the growing employee base.  CHDITN also will be required to expand finance, administrative and operations staff.  Further, CHDITN may be required to enter into relationships with various strategic partners necessary to business.  There can be no assurance that the current and planned personnel systems, procedures and controls will be adequate to support the future operations, that management will be able to hire, train, retain, motivate and manage required personnel or that management will be able to identify, manage and exploit existing and potential strategic relationships and market opportunities.  CHDITN’s failure to manage growth effectively could have a material adverse effect on business, results of operations and financial condition.

If appropriate opportunities present themselves, CHDITN intends to acquire technologies, services or products that they believe are strategic.  The process of integrating an acquired technology, service or product may result in unforeseen operating difficulties and expenditures and may absorb significant management attention that would otherwise be available for ongoing development of business.  Moreover, there can be no assurance that the anticipated benefits of any acquisition will be realized.

Further, acquisitions of technologies, services or products could result in potentially the incurrence of debt, contingent liabilities and/or amortization expenses related to goodwill and other intangible assets, which could materially adversely affect business, results of operations and financial condition.  Any such future acquisitions of other businesses, technologies, services or products might require us to obtain additional equity or debt financing, which might not be available on terms favorable to CHDITN, or at all, and such financing, if available, might be dilutive.

CHDITN’s business plan is based, in part, on estimates and assumptions which may prove to be inaccurate and accordingly their business plan may not succeed.

The discussion of the business incorporates management’s current best estimate and analysis of the potential market, opportunities and difficulties that CHDITN faces.  There can be no assurances that the underlying assumptions accurately reflect opportunities and potential for success.  Competitive and economic forces on marketing, distribution and pricing of products make forecasting of sales, revenues and costs extremely difficult and unpredictable.
 
Adverse changes in economic policies of the People’s Republic of China (“PRC”) government could have a material adverse effect on the overall economic growth of the PRC, which could reduce the demand for CHDITN’s services and materially adversely affect its business.
 
All of CHDITN’s assets are located in and all of its revenue is sourced from the PRC. Accordingly, CHDITN’s business, financial condition, results of operations and prospects will be influenced to a significant degree by political, economic and social conditions in the PRC generally and by continued economic growth in the PRC as a whole.
 
The PRC economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the PRC government has implemented measures since the late 1970s emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in the PRC is still owned by the PRC government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over the PRC’s economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.
 
While the PRC economy has experienced significant growth over the past decade, growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall PRC economy, but may also have a negative effect on CHDITN. For example, CHDITN’s operating results and financial condition may be adversely affected by government control over capital investments or changes in tax regulations that are applicable to it.

If shareholders sought to sue Wide Broad or CHDITN officers or directors, it may be difficult to obtain jurisdiction over the parties and access to the assets located in the PRC.
 
Because Wide Broad and CHDITN’s officers and directors will reside outside of the United States, it may be difficult, if not impossible, to acquire jurisdiction over these persons in the event a lawsuit is initiated against such officers and directors by shareholders in the United States. It also is unclear if extradition treaties now in effect between the United States and the PRC would permit effective enforcement of criminal penalties of the federal securities laws. Furthermore, because substantially all of Wide Broad and CHDITN’s assets are located in the PRC, it would also be extremely difficult to access those assets to satisfy an award entered against then in U.S. court.

Declining economic conditions could negatively impact our business
 
Our operations are affected by local, national and worldwide economic conditions.  Markets in the United States and elsewhere have been experiencing extreme volatility and disruption for more than 12 months, due in part to the financial stresses affecting the liquidity of the banking system and the financial markets generally.  In recent weeks, this volatility and disruption has reached unprecedented levels.  The consequences of a potential or prolonged recession may include a lower level of economic activity and uncertainty regarding energy prices and the capital and commodity markets. While the ultimate outcome and impact of the current economic conditions cannot be predicted, a lower level of economic activity might result in a decline in energy consumption, which may adversely affect the price of oil, liquidity and future growth.  Instability in the financial markets, as a result of recession or otherwise, also may affect the cost of capital and our ability to raise capital.

 
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Our new executive officers and directors have not received any compensation and have not received any restricted share awards, options or any other payouts. The new executive officers and directors do have employment agreements but have not been paid on these agreements as of this filing.

There are current employment agreements between CHDITN and Wide Broad and its executive officers and directors. Our executive officers and directors have agreed to work under their current contracts. Below are the terms of the employment contracts for our executive officers and directors. These employee contacts are also attached hereto as exhibits 10.3 thru 10.9

Employee: Mr. Liu Rui Sheng
CHDITN
Term:  April 1, 2007 to March 31, 2010
Salary: RMB35000 per month.
Wide Broad
Term: July 1, 2009 to July 1, 2011
Remuneration: HKD$1,300,000/year, paid over 13 months on the last day of each month.

Employee: Lau Thai Chim
Wide Broad
Term: July 1, 2009 to July 1, 2011
Remuneration: HKD$180,000/year paid on the last day for every quarter in four installments.

Employee: Li Chak Ming
Wide Broad
Term: July 1, 2009 to July 1, 2011
Remuneration: HKD$180,000/year paid on the last day for every quarter in four installments.

Employee: Lin Jinghao (Joe Lam)
Wide Broad
Term: July 1, 2009 to July 1, 2011
Remuneration: HKD$ 520,000/year, paid over 13 months on the last day of each month.

Employee: Baotang Zhao
CHDITN
Term: July 1, 2009 to June 30, 2011
Salary: RMB15000 per month.

Employee: Mr. Wen Qifeng
CHDITN
Term: July 1, 2009 to June 30, 2011
Salary: RMB15000 per month.

There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of the corporation.

As of July 22, 2009 MUBM had 9,043,214 shares of Common Stock issued and outstanding out of 100,000,000 authorized shares of Common Stock.

The classes of equity securities of MUBM issued and outstanding are Common Stock, $.001 par value, and Preferred Stock, $.001 par value. The table on the following page sets forth, as of July 22, 2009, certain information with respect to the Common Stock and Preferred Stock beneficially owned by (i) each Director, nominee and executive officer of MUBM; (ii) each person who owns beneficially more than 5% of the Common Stock; and (iii) all Directors, nominees and executive officers as a group. The percentage of shares beneficially owned is based on there having been 9,043,214 shares of Common Stock outstanding and 0 shares of Preferred Stock as of July 22, 2009.
OFFICERS, DIRECTORS AND BENEFICIAL OWNERS, AS OF JULY 22, 2009

Before Reverse Split and Closing of the Plan of Exchange
 
Name and Address of
Beneficial Owner
  
Common Stock
Beneficially Owned[1]
  
Percent
of Class
Maurice Katz [2]
295 Northwest 89th Avenue
Coral Springs, Florida 33071
    
 
 
8,000,000
  
88.4%
Greentree Financial Group, Inc.
7951 Southwest Sixth Street
Suite 216
Plantation, Florida 33324
    
 
 
 
465,000
  
5.14%
           
 
[1] Based on 9,043,214 issued and outstanding shares of common stock.
[2] Maurice Katz is the founder, President, CEO, and a Director of the Company and has served as such since inception.

After Reverse Split and Closing of the Plan of Exchange
 
Name and Address of
Beneficial Owner
  
Common Stock
Beneficially Owned[1]
  
Percent
of Class[1]
Man Kwai Ming
No. 6 Economic Zone, Wushaliwu, Chang’an Town
Dongguan, Guangdong Province, China
    
 
 
18,000,000
  
88.24%
           
Smart Approach Investments, Ltd.
No. 6 Economic Zone, Wushaliwu, Chang’an Town
Dongguan, Guangdong Province, China
    
 
 
  2,000,000
    9.8
 
[1] Based on 20,398,054 issued and outstanding shares of common stock after Closing of the Plan of Exchange and a 1 for 4 Reverse Split

Directors and Executive Officers


Name                                              Age                                Title
 
Liu Rui Sheng                                38                                  CEO, President and Chairman
Lau T.C                                           58                                  Independent Director             
Li Chak Ming                                 49                                  Independent Director
Joe Lam                                          40                                 Chief Financial Officer
Baotang Zhao                                 32                                  Chief Sales Officer
Wen Qifeng                                   29                                  Manager of Production
 
Liu, Rui Sheng – CEO, President and Chairman
 
Mr. Liu, age 38, serves as President, Chairman and CEO of Décor. He incorporated CHDITN in 1998 and oversees all of the operations management and strategic planning for the company. He has more than 15 years experience in the industry. Prior to establishing CHDITN, Mr. Liu was engaged in the production and processing of printing ink, chemical products and decoration paper sales. Mr. Liu holds a bachelor’s degree in Corporate Management from the Beijing Academy of Management in Economics and Trade.

Lau, Tai Chim - Independent Director

Mr. Lau, Tai Chim, age 58, serves as an independent director of Décor. He currently is a director of several limited companies and is an independent non-executive director of a restrictive licensed bank in Hong Kong. He runs his own law firm and has done so for the past 10 years. He has been admitted as a solicitor and fellowship member in Hong Kong, England, Singapore and PRC.

Li, Chak Ming – Independent Director
 
Mr. Li, Chak Ming, age 49, is an independent director of Décor. He obtained a bachelors degree from Ji Nan University and is currently the administrative director of Hong Kong Liang Zhi Garment Company Ltd. (“Liang Zhi”). He was the marketing director from 2007 to 2008 and general manager from 1997 to 2006 for Liang Zhi. Prior to joining Liang Zhi, he served 10 years in the printing ink industry and the chemical products processing industry. He specializes in research and development and production technology.

Joe Lam – Chief Financial Officer
 
Mr. Lam, age 40, joined Décor as Chief Financial Officer in 2009. He is responsible for the company’s financial modeling and investment evaluation. Mr. Lam has seven years experience with big four CPA firms, and four years experience as a financial controller for publicly traded companies. He received his post graduate diploma in Business Administration in 2008 from the University of Manchester Business School and is a member of the American Institute of Certified Public Accountants.
 
Baotang Zhao -- Chief Sales Officer
 
Mr. Zhao, age 32, graduated from Tian Jin Business College with a Bachelor’s Degree. He joined CHDITN in 2004 as an Area Sales Manager. He is now the Chief Sales Officer of Décor. He has numerous years of marketing experience and is familiar with marketing analysis, marketing channels, managing sales teams, and customer service.
 
Wen Qifeng -- Manager of Production
 
Wen Qifeng, age 29, graduated from Guangzhou Industry and Commerce College with a Bachelors Degree in 2003. He joined CHDITN in June 2003 as a Buyer. He was promoted to Deputy Manager of Production in 2007 and has now been appointed Manager of Production of Décor. Mr. Wen has worked in the paper industry for many years. He is familiar with the basic operations, particularly in the operation and management of manufacturing technique work flow. 

Involvement in Certain Legal Proceedings

No director, person nominated to become a director, executive officer, promoter or control persons of our company has been involved during the last five years in any of the following events that are material to an evaluation of his ability or integrity:

 
·
Bankruptcy petitions filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

 
·
Conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses).

 
·
Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring or suspending or otherwise limiting his involvement in any type of business, securities or banking activities, or

 
·
Being found by a court of competition jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

 
7
 
 
Meetings of Our Board of Directors
 
The Registrant’s Board of Directors took all actions by unanimous written consent without a meeting during the fiscal year ended December 31, 2008. Wide Broad’s Board of Directors held no formal meetings during the period commencing on January 1, 2009 and ending on July 23, 2009.

Board Committees

Audit Committee. The Company plans to establish an audit committee of the board of directors, which will consist of soon-to-be-nominated independent directors. The audit committee’s duties would be to recommend to the Company’s Board of Directors the engagement of independent auditors to audit the Company’s financial statements and to review the Company’s accounting and auditing principles. The audit committee would review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent public accountants, including their recommendations to improve the system of accounting and internal controls. The audit committee would at all times be composed exclusively of directors who are, in the opinion of the Company’s Board of Directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.

Compensation Committee. The Company intends to establish a compensation committee of the board of directors. The compensation committee would review and approve the Company’s salary and benefits policies, including compensation of executive officers.

Director Compensation

No directors of the Company have received compensation for their services as directors nor have they been reimbursed for expenses incurred in attending board meetings as of the date of this filing. The directors do have employment agreements with the Company and will receive compensation in accordance with their contracts.

Executive Compensation

Summary Compensation Table

The following Summary Compensation Table sets forth, for the years indicated, all cash compensation paid, distributed or accrued for services, including salary and bonus amounts, rendered in all capacities by the Company’s Chief Executive Officer and all other executive officers who received or are entitled to receive remuneration in excess of $100,000 during the stated periods.
 
 
Name
and
Principal
Position
Year
As of July 23, 2009
Salary
($)
Bonus
($)
Stock
Awards
($)
Option
Awards
($)
Non-
Equity
Incentive
Plan
Compen-
sation
($)
Nonquali-
fied
Deferred
Compensa-
tion
Earnings
($)
All
Other
Compensa-
tion
($)
Total
($)
Liu Rui Sheng
President, CEO & Chairman
2009
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
Lau T.C
Independent Director
2009
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
Li Chak Ming
Independent Director
2009
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
Joe Lam
CFO
2009
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
Baotang Zhao
Chief Sales Officer
2009
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
Wen Qifeng
Production Manager
2009
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
-
 
 
Maurice Katz
Former President
2009
2008
2007
-
16,300
33,113
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
16,300
33,113
Weiheng Cai
Former Director
2009
2008
2007
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
 
Option Grants in Last Fiscal Year

There were no options granted to any of the named executive officers during the year ended December 31, 2008.

During the year ended December 31, 2008, none of the named executive officers exercised any stock options.

Employment Agreements

Wide Broad and CHDITN’s employment agreements are attached in Exhibits 10.3 thru 10.9 and summarized on page 21 of this Form 8-K.

Equity Compensation Plan Information

The Company currently does not have any equity compensation plans.

Directors’ and Officers’ Liability Insurance

The Company currently does not have insurance insuring directors and officers against liability; however, the Company is in the process of investigating the availability of such insurance.

Certain Relationships and Related Transactions

None.

Description of Securities
 
Market For Wide Broad Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities

Our common stock is traded the Over-The-Counter Bulletin Board under the symbol “MUBM.” The Over-The-Counter Bulletin Board is a quotation medium for subscribing members only. And only market makers can apply to quote securities on the Over-The-Counter Bulletin Board. Trading in the common stock in the over-the-counter market has been limited and sporadic and the quotations set forth below are not necessarily indicative of actual market conditions. Further, these prices reflect inter-dealer prices without retail mark-up, mark-down, or commission, and may not necessarily reflect actual transactions. The following tables set forth the high and low sale prices for our common stock as reported on the Electronic Bulletin Board for the periods indicated.
 
2008                                                                                                                                           High                  Low           

Quarter Ended December 31, 2008*                                                                                $    .20                   $ .125
Quarter Ended March 31, 2009                                                                                         $    .51                   $ .20
Quarter Ended June 30, 2009                                                                                            $    .65                   $ .51
Interim period Ending July 22, 2009                                                                                $    .65                   $ .65

*Our stock commenced trading on October 15, 2008
 
A shareholder in all likelihood, therefore, will not be able to resell their securities should he or she desire to do when eligible for public resale. Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops. We have no plans, proposals, arrangements or understandings with any person with regard to the development of a trading market in any of our securities.

Shares Eligible for Future Sale
 
In general, under Rule 144 as currently in effect, any of our affiliates and any person or persons whose sales are aggregated with our affiliates, who has beneficially owned his or her restricted shares for at least one year, may be entitled to sell in the open market within any three-month period a number of shares of common stock that does not exceed the greater of (i) 1% of the then outstanding shares of our common stock, or (ii) the average weekly trading volume in the common stock during the four calendar weeks preceding such sale. Sales under Rule 144 are also affected by limitations on manner of sale, notice requirements, and availability of current public information about us. Non-affiliates who have held their restricted shares for at least six months may be entitled to sell their shares under Rule 144 without regard to any of the above limitations, provided they have not been affiliates for the three months preceding such sale.

Further, Rule 144A as currently in effect, in general, permits unlimited resales of restricted securities of any issuer provided that the purchaser is an institution that owns and invests on a discretionary basis at least $100 million in securities or is a registered broker-dealer that owns and invests $10 million in securities. Rule 144A allows our existing stockholders to sell their shares of common stock to such institutions and registered broker-dealers without regard to any volume or other restrictions. Unlike under Rule 144, restricted securities sold under Rule 144A to non-affiliates do not lose their status as restricted securities.

Common Stock
 
Our company is authorized to issue 100,000,000 shares of common stock, $.001 par value, and 5,000,000 shares of preferred stock, $.001 par value. As of July 22, 2009 we had 9,043,214 shares of common stock issued and outstanding, of which 540,000 shares were freely tradable.  No preferred shares have been issued.

We had 47 shareholders of record as of July 22, 2009.

Voting Rights
 
Holders of the shares of common stock are entitled to one vote per share on all matters submitted to a vote of the shareholders. Shares of common stock do not have a cumulative voting right, which means that the holders of a majority of the shares voting for the election of the board of directors can elect all members of the board of directors.

Dividends
 
Holders of record of shares of common stock are entitled to receive dividends when and if declared by the board of directors out of funds of the company legally available thereof.

We have not declared any cash dividends on our common stock since our inception and do not anticipate paying such dividends in the foreseeable future. We plan to retain any future earnings for use in our business. Any decisions as to future payment of dividends will depend on our earnings and financial position and such other factors, as the Board of Directors deems relevant.

Dividend Policy
 
All shares of common stock are entitled to participate proportionally in dividends if our Board of Directors declares them out of funds legally available. These dividends may be paid in cash, property or additional shares of common stock. We have not paid any dividends since our inception and presently anticipate that all earnings, if any, will be retained to develop our business. Any future dividends will be at the discretion of our Board of Directors and will depend upon, among other things, our future earnings, operating and financial condition, capital requirements, and other factors.

Our Shares are "penny stocks" within the definition of that term as contained in the Securities Exchange Act of 1934, generally equity securities with a price of less than $5.00. Our shares will then be subject to rules that impose sales practice and disclosure requirements on certain broker-dealers who engage in certain transactions involving a penny stock.

Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or "accredited investor" must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $1,000,000 or annual income exceeding $200,000 individually or $300,000 together with his or her spouse is considered an accredited investor. In addition, unless the broker-dealer or the transaction is otherwise exempt, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock market. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the Registered Representative and current bid and offer quotations for the securities. In addition a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account, the account’s value and information regarding the limited market in penny stocks. As a result of these regulations, the ability of broker-dealers to sell our stock may affect the ability of Selling Security Holders or other holders to sell their shares in the secondary market. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer 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 level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. These additional sales practice and disclosure requirements could impede the sale of our securities, if our securities become publicly traded. In addition, the liquidity for our securities may be adversely affected, with concomitant adverse affects on the price of our securities. Our shares may someday be subject to such penny stock rules and our shareholders will, in all likelihood, find it difficult to sell their securities.
 
 
8
 
 
Liquidation Rights
 
Upon any liquidation, dissolution or winding up, holders of shares of common stock are entitled to receive pro rata all of the assets of the company available for distribution to shareholders, subject to the prior satisfaction of the liquidation rights of the holders of outstanding shares of Preferred Stock.

Preemptive Rights
 
Holders of common stock do not have any preemptive rights to subscribe for or to purchase any stock, obligations or other securities of the Company.

Registrar and Transfer Agent
 
Guardian Registrar & Transfer, Inc., 7951 S.W. 6th Street, Suite 216, Plantation, FL 33324 is our transfer agent and registrar of our common stock. Their telephone number is (954) 915-0105.

Miscellaneous Rights and Provisions

Holders of common stock have no preemptive rights. In the event of our dissolution, whether voluntary or involuntary, each share of common stock is entitled to share proportionally in any assets available for distribution to holders of our equity after satisfaction of all liabilities and payment of the applicable liquidation preference of any outstanding shares of preferred stock.

There is no provision in our charter or by-laws that would delay, defer, or prevent a change in our control.

Debt Securities
 
We have not issued any debt securities.

Securities Authorized for Issuance under Equity Compensation Plans
 
As of the date of this Current Report on Form 8-K, we have not authorized any equity compensation plan, nor has our Board of Directors authorized the reservation or issuance of any securities under any equity compensation plan.
 
 
On June 26, 2009 we filed a Definitive 14C Information Statement with the Securities and Exchange commission announcing that the holders of a majority of our outstanding common stock, owning approximately 89.0% of the outstanding shares of our common stock, executed a written consent in favor of changing the corporate name of Murals by Maurice, Inc. to Décor Products International, Inc and authorizing the Board of Directors of Murals By Maurice, Inc. to effect up to a 1 for 10 reverse split. This Definitive 14C Information Statement filed with the Commission on  June 29, 2009 is hereby incorporated by reference.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
 
In 2009, we issued 5,000 common shares to Salvatore Trapani at $0.20 per share for an aggregate price of $1,000.  We used the proceeds from these offerings for working capital purposes.  We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended. We made this offering based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there was only one offeree, (3) the offeree has agreed to the imposition of a restrictive legend on the face of the stock certificate representing its shares, to the effect that it will not resell the stock unless its shares are registered or an exemption from registration is available; (4) the offeree was a sophisticated investor very familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offeree and our management.
 
In 2009, we issued 25,000 common shares to Meika Johnson at $0.20 per share for an aggregate price of $5,000.  We used the proceeds from these offerings for working capital purposes.  We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended. We made this offering based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there was only one offeree, (3) the offeree has agreed to the imposition of a restrictive legend on the face of the stock certificate representing its shares, to the effect that it will not resell the stock unless its shares are registered or an exemption from registration is available; (4) the offeree was a sophisticated investor very familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offeree and our management.
 
In 2009, we issued 75,000 common shares to Danzig Ltd. at $0.20 per share for an aggregate price of $15,000.  We used the proceeds from these offerings for working capital purposes.  We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended. We made this offering based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there was only one offeree, (3) the offeree has agreed to the imposition of a restrictive legend on the face of the stock certificate representing its shares, to the effect that it will not resell the stock unless its shares are registered or an exemption from registration is available; (4) the offeree was a sophisticated investor very familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offeree and our management.
 
Purchases of Equity Securities by the Small Business Issuer and Affiliated Purchasers
 
None.
 
Holders
 
As of July 22, 2009 there were 47 holders of record of our common stock.

 Indemnification of Directors and Officers

Pursuant to Section 145 of the General Corporation Law of the State of Florida, the Company will indemnify to the fullest extent permitted by, and in the manner permissible under law, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was director, officer, employee or agent of the corporation, or is or was serving at our request as a director, partner, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnification covers expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement. It also covers costs. The Company may pay advancements towards these expenses. The power to indemnify applies only if such person acted in good faith and in a manner such person reasonably believed to be in the best interests, or not opposed to the best interests, of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

The Company does not specifically provide indemnification of its officers, directors, employees and other agents within the By Laws and Articles of Incorporation.

Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

As of July 17, 2009, MUBM; Maurice Katz, a Director and beneficial owner of a majority of the outstanding shares of common stock of MUBM; Wide Broad and the Wide Broad Shareholders, and CHDITN and the CHDITN Shareholders and entered into a Plan of Exchange.

The terms of the Plan of Exchange are set forth in Item 2.01 of this Current Report on Form 8-K and the Plan of Exchange is attached hereto as Exhibit 10.1.

Pursuant to the POE and as of closing of the POE, MUBM has 100% of the issued and outstanding shares of Wide Broad.  As of the Closing date, MUBM issued to Wide Broad 20,000,000 new investment shares of Common Stock of MUBM and simultaneously retired to treasury, 7,450,000 shares of common stock held in the name of Maurice Katz (our President), in exchange for 100% of the capital stock of Wide Broad. MUBM and Wide Broad has been reorganized, such that MUBM has acquired 100% the capital stock of Wide Broad, and Wide Broad is a wholly-owned subsidiary of MUBM.  CHDITN is currently a wholly-owned subsidiary of Wide Broad and after the post share exchange, CHDITN is a wholly-owned indirect subsidiary of MUBM operating under the name “Dongguan CHDITN Printing Co., Ltd.” a corporation organized and existing under the laws of the People’s Republic of China.

In connection with the POE and in preparation for this “going public” transaction, the Registrant and CHDITN have engaged in certain financing activities that have resulted in the creation of a direct financial obligation of the Registrant and/or an obligation of the Company under an off-balance sheet arrangement.  These transactions were entered into because CHDITN lacked adequate capital resources to pay for certain transaction fees and professional fees associated with becoming a “public company” in the United states and are set forth in detail in Section 5.06 of the POE which is attached hereto as Exhibit 10.1.  The direct financial obligations and/or off-balance sheet arrangements are as follows:

On June 1, 2009, CHDITN signed a Promissory Note with Precursor Management, Inc. (“Precursor”), stating that CHDITN promises to pay to the order of Precursor the sum of Forty Thousand Six Hundred Fifty Dollars ($40,650), representing a principal amount of $40,000  plus interest of $650, or approximately 6.5% interest per annum, payable on September 30, 2009.  On July 23, 2009, MUBM signed a written Guaranty, guaranteeing the payment of the $40,650 Promissory Note dated June 1, 2009 within 365 days.
 
On June 1, 2009, CHDITN signed a second Promissory Note with Precursor stating that CHDITN promises to pay to the order of Precursor the sum of Forty Thousand Six Hundred Fifty Dollars ($40,650), representing a principal amount of $40,000  plus interest of $650, or approximately 6.5% interest per annum, payable on September 30, 2009.  On July 23, 2009, MUBM signed a written Guaranty, guaranteeing the payment of the $40,650 Promissory Note dated June 1, 2009 within 365 days.
 
On June 1, 2009, CHDITN signed a third Promissory Note with Precursor stating that CHDITN promises to pay to the order of Precursor the sum of Sixty Thousand Nine Hundred and Seventy Five Dollars ($60,975), representing a principal amount of $60,000  plus interest of $975, or approximately 6.5% interest per annum, payable on September 30, 2009.  On July 23, 2009, MUBM signed a written Guaranty, guaranteeing the payment of the $40,650 Promissory Note dated June 1, 2009 within 365 days.
 
On June 1, 2009, CHDITN signed a third Promissory Note with Precursor stating that CHDITN promises to pay to the order of Precursor the sum of Five Hundred and Seventy Four Thousand, One Hundred and Eighty One Dollars ($574,181), representing a principal amount of $565,000 plus interest of $9,181, or approximately 6.5% interest per annum, payable on September 30, 2009.  In the event of default, the sum of $574,181 shall be immediately due to Precursor along with a default penalty in the amount of $35,000. On July 23, 2009, MUBM signed a written Guaranty, guaranteeing the payment of the $565,000 Promissory Note dated June 1, 2009 within 265 days. Décor Products International, Inc. also entered into a Stock Pledge Agreement stating that 3,000,000 shares of MUBM common stock (beneficially owned by Man Kwai Ming) shall be pledged as collateral for the $574,181 Promissory Note with Precursor.
 
All of the loan documentation including the Guaranties, Promissory Note and Stock Pledge Agreement are attached hereto as Exhibit 10.10 thru 10.15.
 
 Item 3.02                      Unregistered Sales of Equity Securities

As of July 17, 2009, MUBM; Maurice Katz, a Director and beneficial owner of a majority of the outstanding shares of common stock of MUBM; Wide Broad and the Wide Broad Shareholders, and CHDITN and the CHDITN Shareholders and entered into a Plan of Exchange.

The terms of the Plan of Exchange are set forth in Item 2.01 of this Current Report on Form 8-K and the Plan of Exchange is attached hereto as Exhibit 10.1.

Pursuant to the POE and as of closing of the POE, MUBM has 100% of the issued and outstanding shares of Wide Broad.  As of the Closing date, MUBM issued to Wide Broad 20,000,000 new investment shares of Common Stock of MUBM and simultaneously retired to treasury, 7,450,000 shares of common stock held in the name of Maurice Katz (our President), in exchange for 100% of the capital stock of Wide Broad. MUBM and Wide Broad has been reorganized, such that MUBM has acquired 100% the capital stock of Wide Broad, and Wide Broad is a wholly-owned subsidiary of MUBM.  CHDITN is currently a wholly-owned subsidiary of Wide Broad and after the post share exchange, CHDITN is a wholly-owned indirect subsidiary of MUBM operating under the name “Dongguan CHDITN Printing Co., Ltd.” a corporation organized and existing under the laws of the People’s Republic of China.

In connection with POE we issued 18,000,000 shares to Mr. Man Kwai Ming.  We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended. We made this offering based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there was only one offeree, (3) the offeree has agreed to the imposition of a restrictive legend on the face of the stock certificate representing its shares, to the effect that it will not resell the stock unless its shares are registered or an exemption from registration is available; (4) the offeree was a sophisticated investor very familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offeree and our management.
 
In connection with the POE we issued 2,000,000 shares to Smart Approach Investments, Ltd., a limited liability company organized under the laws of the British Virgin Islands.  Mr. Ng Siu Kei is the sole director and shareholder of Smart Approach Investments, Ltd. We relied on exemptions provided by Section 4(2) of the Securities Act of 1933, as amended. We made this offering based on the following facts: (1) the issuance was an isolated private transaction which did not involve a public offering; (2) there was only one offeree, (3) the offeree has agreed to the imposition of a restrictive legend on the face of the stock certificate representing its shares, to the effect that it will not resell the stock unless its shares are registered or an exemption from registration is available; (4) the offeree was a sophisticated investor very familiar with our company and stock-based transactions; (5) there were no subsequent or contemporaneous public offerings of the stock; (6) the stock was not broken down into smaller denominations; and (7) the negotiations for the sale of the stock took place directly between the offeree and our management.

Item 5.01                      Changes in Control of Registrant

The information provided in Item 1.01 and Item 5.02 is hereby incorporated by reference herein.
Upon Closing of the POE, MUBM issued to Wide Broad 20,000,000 new investment shares of Common Stock of MUBM and simultaneously retired to treasury, 7,450,000 shares of common stock held in the name of Maurice Katz (our President), in exchange for 100% of the capital stock of Wide Broad, which gave Wide Broad an interest in MUBM representing 98.04% of the issued and outstanding shares, after closing and after the 1 for 4 reverse split. MUBM and Wide Broad has been reorganized, such that MUBM has acquired 100% the capital stock of Wide Broad, and Wide Broad is a wholly-owned subsidiary of MUBM.

Item 5.02                      Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
 
As a result of the exchange of a majority of MUBM common stock for all of the share capital of Wide Broad, Wide Broad has acquired majority control of the outstanding common stock of MUBM and has appointed its candidates to the Board of Directors.
 
 
Pursuant to the written consent of the Board of Directors in lieu of meeting prepared on July 23, 2008, the board of directors of the Company accepted the resignation of Mr. Maurice Katz, President and Director of Murals by Maurice, Inc and the resignation of Weiheng Cai, Director of Murals by Maurice, Inc. The board appointed Liu Rui Sheng as CEO, President and Chairman, Lau T.C as an Independent Director, Li Chak Ming as an Independent Director, Joe Lam as Chief Financial Officer, Baotang Zhao as Chief Sales Officer, and Wen Qifeng asManager of Production. These appointments are effective as of July 23, 2009.
 

Although we strongly believe that our Company would not be considered a “shell” as that term is defined from time to time by the Commission, if we are deemed as such, as a result of the consummation of the transactions contemplated by the Plan of Exchange, Murals by Maurice, Inc. believes that it will no longer be a “shell company;” as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.
 
 
9
 
 
Item 9.01                      Financial Statements and Exhibits
 
(d)
Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

3.1           Articles of Incorporation of Murals by Maurice, Inc. *
3.2           Bylaws of Murals by Maurice, Inc. *

 
*Previously filed

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Date: July 23, 2009
DÉCOR PRODUCTS INTERNATIONAL, INC. (F/K/A MURALS BY MAURICE, INC.)
   
 
By:
/s/ Liu Rui Sheng
   
Liu Rui Sheng
   
Chief Executive Officer, President, Chairman