8-K

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): March 19, 2007

ASIAMART, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-30292	88-0405437
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employee Identification No.)

Room 1508 Peninsula Square

18 Sung On Street

Hunghom, Kowloon, Hong Kong

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (852) 3580-8805

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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

¨ 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))

Forward Looking Statements

This current report on Form 8-K, including the exhibit furnished with this current report, contains or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, Registrant’s management as well as estimates and assumptions made by Registrant’s management. When used in the filings the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” “propose,” or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s management identify forward looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other risk factors relating to Registrant’s industry, Registrant’s operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, planned or proposed.

Although Registrant believes that the expectations reflected in the forward looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.

In this Form 8-K, references to “we,” “our,” “us,” “company,” “Asiamart” or the “Registrant” refer to Asiamart, Inc., a Delaware corporation.

Item 7.01 Regulation FD Disclosure

Commencing on March 19, 2007, the Company began conducting a series of meetings with institutional investors to provide them with information about the Company, its business and operations. The Company anticipates that these meetings will be conducted in San Francisco, Boston, Dallas and New York from March 19, 2007 through March 28, 2007. A copy of the presentation materials used in connection with the investor meetings is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this Current Report, including the presentation attached hereto as Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in the Current Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended.

Item 9.01 Financial Statement and Exhibits.

EXHIBIT INDEX

Exhibit Number	Description
99.1	Asiamart, Inc. Presentation dated March 2007

2

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 hereunto duly authorized.

Date: March 20, 2007	ASIAMART, INC. (Registrant)
	By:	/s/ Albert Wong
		Albert Wong Chief Financial Officer

3

EX-99.1

1

(OTCBB:  AAMA)

www.asiamartinc.com

March 2007

2

Note Regarding Forward-Looking Statements

This presentation contains forward-looking statements and information about Asiamart that is

intended to be covered by the safe harbor for forward-looking statements provided by the Private

Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not

historical facts. These statements can be identified by the use of forward-looking terminology such

as “believe,”

“expect,”

“may,”

“will,”

“should,”

“project,”

“plan,”

“seek,”

“intend,”

or “anticipate”

or the

negative thereof or comparable terminology, and include discussions of strategy, and statements

about

industry

trends

and

Asiamart’s

future

performance,

operations

and

products.

Certain facts, figures and data in this presentation, where indicated, is based on third-party

research and reports.  Although management believes this information is accurate and reliable,

Asiamart has not undertaken to independently verify such information, and does not assume

responsibility for the accuracy or reliability of such statements.

The forward-looking information in this presentation should be considered only in connection with

“Risk Factors”

in Asiamart’s

quarterly report on Form 10-Q filed with the SEC on November 14,

2006, and its other current and periodic reports filed with the SEC. Asiamart assumes no

obligations to update any forward-looking statements or information set forth in this presentation.

Although we believe that our plans, intentions and expectations reflected in our forward-looking

statements are reasonable, we can give no assurance that these plans, intentions or expectations

will be achieved. Actual results, performance or achievements could differ materially from those

contemplated, expressed or implied, by any such forward-looking statements contained in this

presentation.  All forward-looking statements attributable to us or persons acting on our behalf are

expressly

qualified

in

their

entirety

by

the

cautionary

statements

set

forth

in

the

“Risk

Factors”

in

our SEC reports.

3

Company Overview

•

Asiamart is the largest PRC tourist retail operation in HK

•

We operate discount shopping centers catering to tourists from

mainland China

•

Tourists are brought directly to shopping centers through a large

network of travel companies and tour operators

•

Average daily PRC tourist visits in 2006: 1,800

•

Competitive

prices on a wide range of

merchandise including consumer

electronics,

skin

care

and

cosmetics,

dietary supplements, health care,

watches and high-end optical products

•

Over 110 vendors sourced through its

trading arms

4

Company Profile

Symbol:

OTCBB:  AAMA

Website:                           

www.asiamartinc.com

Recent

Price

(3/2/07):

$1.60 per share

Shares

Outstanding:

24.5

million

Revenue:

$41.7 million (9 months 2006)

Net Income:

$2.8 million (9 months

2006)

EBITDA:

$3.4 million (9 months

2006)

Fiscal Year

End:

December 31st

5

Industry Business Chain

Entertainment

Consumer

Electronics

Cosmetics

Health

Products

Watches &

Jewelry

Others

Hotel

Bookings

Ticketing

Shopping

PRC Travel

Agencies

Individual

Visitors

Hong Kong

Tour Operators

PRC

Outbound

Tourists

Others

Macau

Taiwan

South East Asia

Others

Existing Operations

Growth Opportunities

6

Business Model

PRC

Tourists

Tourist

Shopping

Centers/

Platform

Unique

Marketing Mix    

Travel Agencies

(China)

Customers

Incentive

Program

Orders

Products

Distribution

Third Party

Retail Outlets

Tour Operators

(HK)

Sole Agents &

Manufacturers

Distribution

Companies

7

Investment Highlights

•

The largest retail operation in Hong Kong serving PRC outbound

tourists

•

Established alliances with leading mainland travel agencies and

CNTA-endorsed Hong Kong Receiving Agents for Chinese Tours

•

Actively control over customer flow

•

Strong relationships with international suppliers such as Panasonic,

JVC, Rollei, Pentax, Olympus, Samsung

•

Marketing vehicle for suppliers

•

Growth opportunities: regional expansion, online affiliation, new

product category and private label development

•

Chinese consumer electronics sales projected to grow at double

digit rates over the next decade

8

PRC Outbound Travel Trends

Source:

2003-2005

—Census

&

Statistics

Department,

Hong

Kong

Government;

2006

—Hong

Kong

Tourism

Board

PRC Visitors to HK

(in millions)

8.5

12.2

12.5

13.6

0

5

10

15

20

2003

2004

2005

2006

9

China Tourism Growth Potential

100

75

50

34.52

31.03

28.85

0

25

50

75

100

125

2004

2005

2006

2010

2015

2020

Source: World Tourism Organization (WTO)

* 2% of total population of 1.306 billion

** 4th largest outbound country

*** 9% of total population (population growth being constant)

Projected Number of PRC Tourists (in millions)

-Hong Kong’s tourism

industry is expected to

grow an average 9.2%

annually between 2004

and 2013

-The Hong Kong SAR

Government has plans to

develop a wide-range of

diversified tourist

attractions with a view to

enhancing the overall

attractiveness as a

premier tourist destination

-

For example, the cost of

redevelopment of Ocean

Park was USD$705 million

Source: World Travel & Tourism Council  

Hong Kong Tourism Board

*

***

**

10

5 day 4 Night Trip from Shanghai to Hong Kong and Macau

$256

$439

$250

$24

0

100

200

300

400

500

600

700

800

Visitor Joining Tours

Individual Visitor

Entrance Fee at Ocean Park

Transportation

Accommodations

Cost Savings of Joining Tours

Sources: China Civil Aviation, Turbo Jet Sea Express, www.macauhotel.com.hk, www.asiarooms.com, Ocean Park,

Shun On International Travel Ltd.,  Spring International Travel Service (HK) Ltd.

$719

11

Average Spending Per Visitor (2005)

Out of a USD $853 Total

Other

spending,

USD $523

(62%)

Tour Fee,

USD $250

(29%)

Spending at

our retail

centers

USD $80

(9%)

*

Average Spending Per Visitor

Source: Hong Kong Board of Tourism, Visitors Survey

* Average spending per PRC traveler in 2005 is USD $70.3

12

Strategic Alliances with Suppliers

•

Business alliances with

Shun Hing

Shun Hing

Group (JVC,

Group (JVC,

Panasonic), Samsung

Panasonic), Samsung,

Jebsen (Rollei, Pentax,

Jebsen (Rollei, Pentax,

Casio)

Casio),

Olympus

Olympus

& other global electronic product

distributors

•

High volume and rapid turnover yields volume

discounts from suppliers

•

Long-term supplier relationships led to development

of exclusive international brand models with

warranty coverage

•

Specific branded storefront counters are set up in

Asiamart’s

retail centers

•

Suppliers have developed marketing programs

13

Market Position

•

Hong Kong tourism retail leader attracting over 50% of group

tours visiting Hong Kong from Mainland China

–

44.4% growth in store traffic in 2006 from the prior year

•

Asiamart actively controls the flow of shopper traffic based on

tour visits

•

Induction of industry chains into Asiamart platform of value

services to create “multi-win”

situation

•

Strategic Alliances with dominant CNTA-endorsed Hong Kong

Receiving Agents for Chinese Tours which hold over 60% of

market share and over 1,000 Chinese outbound travel

agencies

•

Tailor-made incentive program for tour operators

14

Advantages over Traditional Tourist Retailers

Asiamart

Traditional Tourist Retailers

Cost of Goods

Volume

discounts

of

up

to

25%

below

“wholesale”

price

Wholesale price

Advertising &

Marketing

Tailor-made campaigns by International

Brands/ in-store counters & displays

No organized international brand

cooperation

Rental Expense

Inexpensive rents outside city center

Expensive premium rents in city

Customer Flow/Type

Actively directed;

Arranged by travel agencies

Passive;

Relies on walk-in traffic

15

Use of Proceeds

–

Working Capital

–

Extension of Product Line

–

Development of Private Label

–

Implementation of CRM Program

$3 million Financing Completed in October 2006

Growth Opportunity: Geographical Expansion

•

PRC tourist visits to Macau are growing

in response to Macau’s open-door

policy for Tourism

•

Booming Gambling business is

attracting tourism in Macau

•

Macau tourist-retail markets are

underdeveloped

•

Supplier and

tour operator relationships

are in place for rapid startup

•

Additional supplier volume discounts

and tour operator leverage can be

achieved

PRC Visitors to Macau

(in millions)

5.7

12.2

10.5

12

0

5

10

15

20

2003

2004

2005

2006

Proposed Additional Retail Centers in Macau

17

Proposed Affiliation with Online Tourism Portals

in China

•

In 1997, there were 620,000 Internet users in China, which grew to 103

million in 2005

•

From 2005 to 2006, the number of Chinese Internet users grew by another

20 million, or 19.4%, to a total of 123 million

•

Internet users as a group are more affluent than the general public

•

Online portals will attract users interested in travel and tourism

•

Online presence may increase brand awareness and supplement our

marketing efforts

•

Travel agencies, hotel management, entertainment and service providers

have already begun to establish an online presence in China

•

Online expansion opens up possibilities for joint marketing and/or referral

arrangements with other companies in the travel industry

•

Future potential for direct sales and sales support to customers

Growth Opportunity:

Online Expansion

18

Investment in additional CRM functionality to

improve operational efficiency and profitability

•

Increase product sales volume, expand product mix and

improve profitability by gathering real-time intelligence

•

Expand business presence in China

•

Strengthen relationships with tour operators

•

Offer suppliers intelligence about product marketing to the

PRC market

Growth Opportunity:

Efficiency Yields

19

Private label / New merchandise development

•

Projected growth of PRC consumer electronics demand

makes electronics label a natural fit

•

Competitive prices can be offered while maintaining a

high profit margin

•

Management’s exclusive model experience supports

private label growth opportunity

•

Targeted product mix

•

New Product categories:

–

Project underway in watch/jewelry sales

Growth Opportunity:

Private Label / New Product Development

20

Management

Alex Yue, Co-founder, Chairman & CEO

•

Over 20 years of experience in retail and tourism industries

•

Responsible for establishing solid business relationship with travel agencies both in Mainland China &

Hong Kong

•

Member

of

Huizhou

City

Committee

of

the

Chinese

People’s

Political

Consultative

Congress

Danny Leung, Chief Operations Officer

•

Over 20 years of experience and a proven sales record in the retail, hospitality and tourism industries

•

Responsible

for

overseeing

sales

operations,

strategic

planning,

sales

training

and

management

Albert

Wong,

Chief

Financial

Officer

•

18 years experience as practicing CPA in Hong Kong

•

Barrister of the High Court since 1998

•

Independent non-executive director of three listed companies on Hong Kong Exchange: Bonjour

Holdings

Limited,

Kin

Yat

Holdings

Limited

and

Arts

Optical

International

Holdings

Limited

Noelle Hon, Chief Investor Relations Officer

•

Over 10 years of experience in marketing and corporate communications

•

Responsible for developing Company recognition, overseeing investor relations, identifying potential

investors, CRM and corporate communications program of the Company

21

Financial Results

*Net Income figure excludes Merger Transaction Expense of $855,867

(in thousands)

2003

2004

2005

2005

2006*

Revenue

7,914

$   

35,730

$  

46,148

$ 

31,943

$  

41,653

$ 

   % Growth

351.5%

29.2%

30.4%

Gross Profit

384

$     

13,790

$  

20,474

$ 

14,004

$  

22,170

$ 

   Gross Profit Margin

4.9%

38.6%

44.4%

43.8%

53.2%

SG&A

304

$     

12,685

$  

17,008

$ 

11,719

$  

19,750

$ 

   SG&A Margin

3.8%

35.5%

36.9%

36.7%

47.4%

Net Income

87

$       

1,303

$   

3,523

$   

2,312

$    

3,641

$   

   Net Margin

1.1%

3.6%

7.6%

7.2%

8.7%

Sept 30,

9 months ended

Financial Results, continued

$87

$1,303

$3,523

$2,312

$3,641

2003

2004

2005

9 mos

2005

9 mos

2006

Net Income

(in USD

000)

*Net Income figure excludes Merger Transaction Expense of $855,867

*

Revenue

(in USD

000)

$7,914

$35,730

$46,148

$26,187

$41,589

2003

2004

2005

9 mos

2005

9 mos

2006

23

Increase in Customer Visits;

Stable/Increasing Gross Margins

Number of PRC Tourist Visitors

746,734

316,310

548,036

73.3%

51.3

43.8

53.2

Gross Profit Margin (%)

* last twelve months

LTM*             9 mos

2005        9 mos

2006

LTM*             9 mos

2005        9 mos

2006

24

Summary & Outlook

•

Anticipated boom in PRC outbound tourism

•

Open-door Policy for Tourism in Macau

•

Projected growth in PRC consumer electronics sales highly

favorable

•

Travel agencies view

Asiamart

as Hong Kong’s retail tourism

leader

•

We are a long-term partner and high-volume performer for our

suppliers

•

Additional growth through both geographical and online

expansion, new product category and private label development

•

Continuing improvement in performance and profit, with healthy

financial ratios

25

Thank you!