BALINCAN USA INC (OTC:BCNN)

Item 8.01 Other Events.

On October 12, 2015, the Company’s wholly owned China subsidiary, Shenzhen Ming Xuan, Ltd. (“SMX”) entered into a binding Memorandum of Understanding (“Memorandum”) with Guandong TWHpay Technology Company. Ltd. (“TWH”) to create and issue a Balincan USA MasterCard co-branded Debit/Credit Card for Balincan’s PRC customers. The Balincan MasterCard is intended allow PRC residents to pay for goods and services online and at authorized vendors within the PRC and internationally. Management believes Balincan USA will be the first Chinese day spa/salon chain in the PRC with a co-branded MasterCard. Under the terms of the Memorandum, SMX and TWH will attempt to jointly establish a payment gateway, O2O (“online to offline”) IT service system and cross border commerce logistics centre to service the Balincan existing and future customer base. The Memorandum will be supplemented by a final definitive contract between the parties which is expected to be executed at an event at Balincan, China corporate offices in Guangzhou on October 23, 2015. While Management believes that the execution of the Memorandum and issuance of Balincan MasterCards to existing and new customers will be beneficial to its efforts to grow the numbers of consumers utilizing the Company’s ecommerce platform, there can be no assurances that this this strategy will work or even that SMX and TWH will be able to successfully establish a payment gateway, O2O IT service system or cross border commerce logistics centre.

Item 8.01 Other Events.

On August 24, 2015, the Company amended its Certificate of Incorporation to change the Company’s name from Moqizone Holding Corp. to Balincan USA, Inc., to have its name more accurately reflect its ongoing business operations in the People’s Republic of China. On September 8, 2015, the Company filed its Issuer Company-Related Action Notification Form with the Financial Industry Regulatory Authority (“FINRA”), requesting the Company’s name be changed on the OTC Markets website and a new ticker symbol, more reflective of the Company’s new name, issued. On September 29, 2015, the Company’s name change to Balincan USA, Inc. and ticker symbol change to “BCNN” was announced on the FINRA daily list.

In its August 25,, 2015 Report on Form 8-K, the Company disclosed that it planned to file certain Annual and Quarterly Reports in order to regain its status as a reporting company and have its common stock quoted on the OTC Markets’OTCQB or OTCQX markets or the NASDAQ Stock Market. In the interim, the Company and its counsel have determined that instead the Company will file a Registration Statement on Form 10 (the “Form 10”) with the Securities and Exchange Commission (the “SEC”) in order to re-establish its status as a reporting company under the Securities Exchange Act of 1934 (the “Exchange Act”). The Company will automatically become subject to the reporting obligations of the Exchange Act 60 days after it files the Form 10, pursuant to the rules and regulations of the SEC. However, there can be no assurances that the Company will be able to complete the Form 10 or the audited financial statements that are required to be contained therein.

Item 1.01 Entry into a Material Definitive Agreement.

On July 14, 2015 the Company and its CEO entered into and executed an agreement with Beijing Balincan Cosmetics Company Limited and its principal Shi, Wei Lun collectively (“BCCL”) pursuant to which the Company will develop a smartphone App which will allow BCCL’s estimated 10,000,000 customers to schedule appointments for cosmetic procedures and/or purchase cosmetics and skin care products at any of Balincan’s 3,000 + China based retail outlets using their smartphone. Pursuant to the terms of this agreement, BCCL and/or its designees may be issued up to 2,000,000 shares of the Company’s $0.001 par value common stock if up to 2,000,000 of the Company’s customers download and install the App on terms satisfactory to the Company, within 180 days of delivery by the Company to BCCL of an operative version of the aforementioned App.

Item 3.02 Unregistered Sales of Equity Securities.

From June 30, 2015 through July 2, 2015 the Company sold 188,452 shares of it’s $0.001 par value common stock to two (2) Non- US Persons pursuant to Regulation S for $US 4.00 per share for total net proceeds of $US 753,754. The Company paid no commissions or fees in connection with such sales. Management of the Company believes that this $US 753,754 investment will be sufficient to support the Company’s operations until at least October 1, 2015. However, there can be no assurances that the investment and revenues will be sufficient to fund the Company’s operations for that period.

Although we expect that the net proceeds of the private placement described above, together with our available funds and funds generated from our operations will be sufficient to meet our anticipated needs for 12 months, we will need to obtain additional capital to continue to grow our business. We currently estimate that we will need an additional $12,000,000 in order to completely deploy our online game delivery platform in our targeted cities by 2013.

We completed the initial closing of a private equity financing of approximately $247,000 on August 27, 2010 with 2 accredited investors pursuant to a Securities Purchase Agreement. Net proceeds from the offering, are approximately $207,000. Pursuant to the financing, we issued a total of 11 units of our securities at $22,500 per unit. Each Unit consists of (i) an 8% Convertible Note, convertible into shares of the Common Stock, (ii) a Series E Warrant, and (iii) a Series F Warrant, each such warrant gives the holder the right to purchase up to that number of shares of our common stock as shall be equal to fifty percent (50%) of the number of shares of common stock underlying the Convertible Note. Each of the Warrants has a term of three (3) years.

On July 7, 2010, we entered into a Share Transfer Agreement with Smart Lead Enterprises, Inc., a British Virgin Island, whereby we agreed to acquire 51% shares of Viva Red.  Viva Red is a company that acquires various licenses of mobile phone game and entertainment products and conducts a value-add telecommunication business regarding mobile phones in Mainland China.   Viva Red is a wholly owned subsidiary of Smart Lead.  They recently entered into a Business Transfer Agreement whereby two contracts with Hunan Telecom will be transferred from Smart Lead to Viva Red; these Hunan contracts will enable Viva Red to conduct mobile game value-added business.