ITEM 1. BUSINESS
General Overview
We were incorporated under the laws of the State of Nevada on March 29, 2016. We are engaged in the business of content writing and editing services.
On October 26 2017, our Board of Directors approved a forward stock split of our issued and authorized shares of common stock on the basis of 20 new shares for one (1) old share, increasing of our authorized capital from 75,000,000 shares of common stock to 1,500,000,000 shares of common stock. Correspondingly, our issued and outstanding capital increased from 5,590,000 shares of common stock to 111,800,000 shares of common stock. The $0.001 par value of our common shares remained unchanged. The forward stock split was payable upon surrender and no fractional shares were issued. Fractional shares were rounded up.
Also on October 26, 2017, our board of directors approved an agreement and plan of merger for the purposes of changing our corporate name from Koldeck Inc. to Global House Holdings Ltd. Pursuant to the agreement and plan of merger, our company merged with our wholly-owned subsidiary Global House Holdings Ltd., a Nevada corporation. Koldeck Inc. remained the surviving company of the merger, continuing under the name Global House Holdings Ltd.
The resolutions of our Board of Directors approving the above described forward stock split and name change were subject to the prior approval of the Financial Industry Regulatory Authority (FINRA). On January 31, 2018, in anticipation of FINRA approval, we filed a Certificate of Change and Articles of Merger with the Nevada Secretary of State to give effect to the forward stock split and name change. The name change and forward stock split were subsequently approved by FINRA on March 29, 2018 with a market effective date of April 3, 2018. As a result, effective April 3, 2018, we adopted the new trading symbol GHHHD. After 20 business days, the symbol changed to GHHH. Our new CUSIP number is 37891G108.
Our business and corporate address is No. 9, Alley 27, Section 4, Renai Road, Daan District, Tapei, Taiwan and our telephone number is +852 5238 9111. We do not have a corporate website.
We do not have any subsidiaries.
We have never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding.
Our Current Business
Our main business activity is content writing and editing services. We plan to deliver our services to both individuals and companies, as well as to printed or digital newspapers and magazines. Our main objective is to provide our customers with a quality service of text composing and editing of written materials. As additional services we may offer help with illustrating and designing book covers, as we plan to hire professional designers if business turns out profitable. We plan to write the texts based on data provided by our customers by mail, by phone or directly in person during the interviews. We also plan to deliver services on writing creative texts such as pieces of fiction, poetry, blog posts, and articles for magazines or newspapers. We also plan to deliver texts not related to fiction such as business proposals, presentations, bids, customer offers and letters. We also plan to offer editing and rewriting services. We also plan to carry out the jobs of editing or rewriting texts to make them more appealing to the final reader, as well as to make them look professionally-written. As business grows, we may change our services to the needs of the markets or to the needs of the company or to meet the requirements of our customers.
Principal Products or Services and their Markets
We plan to deliver single pieces of texts or consecutive series of them, as well as texts in large volumes such as books. We hope it may turn economically beneficial for the newspapers or magazines from where we expect to get multiple orders. At the initial stages we may promote our services by writing guest posts on different web blogs or blogs of Internet magazines. We might expect more orders from them and start delivering articles. We also plan to sell services by packages.
Packages may include: composing texts, searching data to compose the text, proofreading and editing of the ready texts. The price for the package will be determined by the average market price for the similar services adding the price of editing, proofreading or amount of data per article to search. To meet the maximum of our customers’ needs we expect the prices of every package to be negotiable and based on the specification of a certain project. For additional fees we also intend to provide services on promoting our customers’ books on Amazon, iBooks and similar services.
We expect to receive orders online from our future website as our customers may reside in any remote location. As such, we intend to target the broad international public. We plan to use chatbots on the website to collect the orders from clients for our managers. If data in the order is insufficient the customers may be contacted via email or directly by phone. Managers sort out the orders and hand them to the writers. We can expect to hire freelancers to work for us at a certain stage of development or whenever there is a need for additional workforce. We can expect those freelancers to interview our customers in order to write the texts corresponding to the customer’s needs.
Our principal services may be split into the following groups:
Creative writing - assistance in writing complete books, manuscripts, biographies, stage plays or screenplays, plots, or outlines for the works mentioned;
Business writing - assistance in writing bids, proposals, letters, presentations, research papers;
Editing - editing and formatting services, completing or rewriting the texts of non-professional writers;
Publishing - finding a publisher, designing a book cover or illustrations.
Once the customer chooses their package they agree upon the schedule of receiving and reviewing the work in progress.
Competition and Competitive Strategy
There are many content writing and editing service companies in the market. It is a very competitive market.
We expect to compete as a freelance content writing and editing services company in the Creative Writing, Business Writing, Editing, and Publishing markets.
Currently, our competitive position within the industry is negligible in light of the fact that we are a start-up company.
However, we plan on being competitive with the following attributes:
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Performance
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Flexibility
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Price
Businesses have to stay ahead of their competitors by advertising and marketing their products. They have to come up with novel ad campaigns and catchy marketing slogans. This requires innovation and an ability to produce great marketing collateral time and again to attract consumers and remain competitive in the market.
Our goal is to efficiently market products/services and thereby increase our business and value.
In order to stay competitive we also plan to offer a lot more writing services such as:
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Business Writing
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Proofreading
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Content Writing
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Content Editing
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Technical Writing
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SEO Content Writing
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Rewriting
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Copywriting
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Article Writing
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Writing Business Blogs
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Review Summary Writing
Marketing Strategy
We plan to market our services through the internet. Another element of distribution is our plan to work with established content and editing companies. This will provide access to their distribution channels and reduce our marketing costs. Our customer is defined as any organization or individual that has a need for content and editing services we provide.
Our marketing strategy is diverse and will include a range of promotional communications:
1. Professional networking
Alliances with content writing and editing companies that have industry credibility, presence, and distribution is a key to our strategy.
Attending meetings and seminars that will increase our visibility in the market.
2. Online marketing.
In order to attract customers and promote products through our website. We will also market through online advertisements.
For online and website advertising we will use the following methods:
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Link our site to free web directories
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Use shared online advertisement facilities
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Advertise through classified ads
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Implement SEO strategies to our website
3. Presentations for existing and potential customers.
We will organize onsite presentations for prospective clients with sample demonstrations
4. Free services for community and charity events
We will organize community and charity events in line with the Company’s business.
5. Traditional advertising
We will advertise through local and global classified ads and social networking.
Status of Any Publicly Announced New Product or Service.
We have not developed any new or unique products or services that have not already been announced.
Dependence on Limited Customers
We are not dependent upon any specific customers at this time.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts
We do not own, either legally or beneficially, any patent or trademark.
Need for Government Approval of Principal Products or Services
None of the services we offer require specific government approval. Local government rules may dictate the need for a business license.
Research and Development during Our Last Two Fiscal Years
We have not in the past two years conducted any research and development activities. We do not anticipate conducting such activities in the near future.
Our Employees
We have no employees. Our officers and sole director furnish their time to the development of our company at no cost. We do not foresee hiring any employees in the near future. We will engage independent contractors as required to assist us in developing our business.
ITEM 1A.
ITEM 1A. RISK FACTORS
As a “smaller reporting company,” we are not required to provide the information required by this Item.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not Applicable.
ITEM 2.
ITEM 2. PROPERTIES
Our principal business and corporate address is No. 9, Alley 27, Section 4, Renai Road, Daan District, Tapei, Taiwan. This office is provided to us by our President at no cost.
We do not, currently, have any investments or interests in any real estate, nor do we have investments or an interest in any real estate mortgages or securities of persons engaged in real estate activities.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we are a party and which would reasonably be likely to have a material adverse effect on our company. To date, our company has never been involved in litigation, as either a party or a witness, nor has our company been involved in any legal proceedings commenced by any regulatory agency against our company.
ITEM 4.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
There is a limited public market for our common shares. Our common shares are listed for quotation on the Pink sheets of the OTC Markets under the trading symbol "GHHH." Trading in stocks quoted on the Pink Sheets is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects.
Pink Sheet securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Pink Sheet securities transactions are conducted through a telephone and computer network connecting dealers in stocks. Pink Sheet issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.
Holders
As of August 7, 2019, we had 29 shareholders of record of our common stock with 11,800,000 shares of common stock outstanding.
Dividends
We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
Equity Compensation Plans
Our company has not adopted any equity compensation plans and does not anticipate adopting any equity compensation plans in the near future. Notwithstanding the foregoing, because the company has limited cash resources at this time, it may issue shares or options to or enter into obligations that are convertible into shares of common stock with its employees and consultants as payment for services or as discretionary bonuses.
Recent Sales of unregistered securities
None.
Issuer Purchases of Equity Securities
There were no repurchases of common stock for the year ended April 30, 2019.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable.
ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this annual report.
Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Results of Operations - Years Ended April 30, 2019 and 2018
The following summary of our results of operations should be read in conjunction with our financial statements for the years ended April 30, 2019 and 2018, which are included herein.
We did not earn any revenues from our operations during the year ended April 30, 2019 or 2018.
Year Ended April 30, 2019 Compared to Year Ended April 30, 2018
Our audited financial statements report a net loss of $40,812 for the year ended April 30, 2019 compared to a net loss of $47,731 for the year ended April 30, 2018. Our losses have decreased by $6,919, primarily as a result of a decrease in legal fees and transfer agent fees.
Liquidity and Financial Condition
Working Capital
Cash Flows
Our total current assets as of April 30, 2019 were $20,358 as compared to total current assets of $403 as of April, 2018 due to the increase in prepaid expenses.
Our total current liabilities as of April 30, 2019 were $83,745 as compared to total current liabilities of $22,978 as of April 30, 2018. The increase was primarily due to the increase in amounts due to the director for increased advances made to the Company and an increase in accounts payable and accrued liabilities.
Operating Activities
Net cash used in operating activities was $51,050 for the year ended April 30, 2019 compared with net cash used in operating activities of $45,750 in the same period in 2018.
During the year ended April 30, 2019, the net cash used in operating activities was attributed to net loss of $40,812, increased by an increase in prepaid expenses of $19,955, reduced by an increase in accounts payable and accrued liabilities of $9,717.
During the year ended April 30, 2018, the net cash used in operating activities was attributed to net loss of $47,731, increased by an increase in prepaid expenses of $395, reduced by depreciation of $616 and an increase in accounts payable and accrued liabilities of $1,760.
Investing Activities
During the year ended April 30, 2019, we did not use any funds in investing activities. During the year ended April 30, 2018, net cash used in investing activities was $5,100 from the purchase of property, plant and equipment, which was subsequently transferred to the previous sole officer and director during the year ended April 30, 2018.
Financing Activities
During the year ended April 30, 2019, net cash from financing activities was $51,050 attributed to proceeds from loans from our sole officer. During the year ended April 30, 2018, net cash from financing activities was $21,122 including proceeds from loans from our sole officer of $21,218 offset by repayment of debt to our previous sole shareholder of $96.
Cash Requirements
As of April 30, 2019, we had no cash on hand. During the years ended April 30, 2019 and 2018, we received advances from our sole officer of $51,050 and $21,218, respectively. We did not generate any revenue from our business operations during the years ended April 30, 2019 and 2018.
We will require additional funds for our budgeted expenses over the next 12 months. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable. We need to raise additional funds in the immediate future in order to proceed with our budgeted expenses.
Specifically, based on nominal operations we estimate our operating expenses and working capital requirements for the next 12 months to be as follows:
We will require additional financing in order to enable us to proceed with our plan of operations, as discussed above, including approximately $75,000 over the next 12 months to pay for our ongoing expenses. These expenses, which will of course be higher in the event we enter into any transactions include legal, accounting and audit fees as well as general and administrative expenses. These cash requirements are in excess of our current cash and working capital resources. Accordingly, we will require additional financing in order to continue operations and to repay our liabilities. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.
We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.
We presently do not have any arrangements for additional financing for the expansion of our future operations, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.
Contractual Obligations
As a “smaller reporting company,” we are not required to provide tabular disclosure obligations.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Critical Accounting Policies
The preparation of financial statements in accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. A change in managements’ estimates or assumptions could have a material impact on our financial condition and results of operations during the period in which such changes occurred. Actual results could differ from those estimates. Our financial statements reflect all adjustments that management believes are necessary for the fair presentation of their financial condition and results of operations for the periods presented.
Recent Accounting Pronouncements
Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company's management believes that these recent pronouncements do not currently have and will not have a material effect on our company's financial statements.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
Global House Holdings Ltd.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Global House Holdings Ltd. (the “Company”) as of April 30, 2019 and 2018, the related statements of operations, changes in stockholders’ equity (deficit), and cash flows for the years then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of April 30, 2019 and 2018, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Consideration of the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred losses since inception, has accumulated a significant deficit, has negative cash flows from operations, and currently has no revenues. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Pinnacle Accountancy Group of Utah
We have served as the Company’s auditor since 2018.
Farmington, UT
August 9, 2019
GLOBAL HOUSE HOLDINGS LTD.
BALANCE SHEETS
The accompanying notes are an integral part of these audited financial statements
GLOBAL HOUSE HOLDINGS LTD.
STATEMENTS OF OPERATIONS
The accompanying notes are an integral part of these audited financial statements.
GLOBAL HOUSE HOLDINGS LTD.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
The accompanying notes are an integral part of these audited financial statements.
GLOBAL HOUSE HOLDINGS LTD.
STATEMENTS OF CASH FLOWS
The accompanying notes are an integral part of these audited financial statements.
GLOBAL HOUSE HOLDINGS LTD.
NOTES TO THE AUDITED FINANCIAL STATEMENTS
April 30, 2019
NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION
GLOBAL HOUSE HOLDINGS LTD. (the “Company”) is a corporation established under the corporation laws in the State of Nevada on March 29, 2016. The Company’s activities are subject to significant risks and uncertainties including failure to secure additional funding to properly execute the Company’s business plan.
On April 2, 2018, the Company approved an agreement and plan of merger for the purposes of changing our corporate name from Koldeck Inc. to Global House Holdings Ltd. Pursuant to the agreement and plan of merger, our company merged with our wholly-owned subsidiary Global House Holdings Ltd., a Nevada corporation. Koldeck Inc. remained the surviving company of the merger, continuing under the name Global House Holdings Ltd. The name change, as well as a 20:1 forward stock split, was approved by FINRA and effective April 3, 2018 (Note 4).
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Company’s year-end is April 30.
NOTE 2 - GOING CONCERN
The Company’s financial statements as of April 30, 2019 have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplate the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Company has incurred a cumulative net loss of $91,450. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. At April 30, 2019 and 2018, the Company's did not have any cash.
Financial Instruments
The Company’s financial instruments consist primarily of accounts payable and debts. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.
Basic and Diluted Loss per Share
Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. The Company had no potentially dilutive instruments outstanding during the periods presented.
New Accounting Pronouncements
There were various accounting standards and interpretations issued recently, none of which have or are expected to a have a material impact on our financial position, operations or cash flows.
NOTE 4 - CAPITAL STOCK
As of April 30, 2019 and 2018, the Company had 111,800,000 shares of common stock issued and outstanding. The Company has not authorized or designated any preferred stock.
On July 20, 2017, the sole officer and director of the Company returned and cancelled 140,000,000 common shares.
On October 26, 2017, our Board of Directors approved a forward stock split of the issued and authorized shares of common stock on the basis of 20 new shares for one (1) old share. The forward stock split was effective April 3, 2018 and resulted in the increase of our authorized capital from 75,000,000 shares of common stock to 1,500,000,000 shares of common stock. The issued and outstanding capital increased from 5,590,000 shares of common stock to 111,800,000 shares of common stock. The $0.001 par value of our common shares remains unchanged.
NOTE 5 - RELATED PARTY TRANSACTIONS
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.
During the years ended April 30, 2019 and April 30, 2018, the Company’s sole officer and director loaned the Company $51,050 and $21,218, respectively, to pay for operating expenses.
The amounts are non-interest bearing and due on demand. As of April 30, 2019 and 2018, $72,268 and $21,218, respectively, is outstanding.
NOTE 6 - PREPAID EXPENSES
Prepaid expenses relate to prepayment made for future services in advance and will be expensed over time as the benefit of the services is received in the future, expected within one year.
Prepaid expenses consisted of the following at April 30, 2019 and 2018:
NOTE 7- INCOME TAXES
The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company has considered the accounting impact of the effects of the Act during the year ended April 30, 2018 including a reduction in the corporate tax rate from 34% to 21% among other changes.
The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the new statutory rate of 21% to the income tax amount recorded as of April 30, 2019 and 2018 are as follows:
The change in the valuation allowance during the years ended April 30, 2018 and 2017 was $8,571 and $9,646, respectively. The effect of the change in the tax rate from 34% to 21% was a decrease in the deferred tax assets of $0 and $6,205 for the years ended April 30, 2019 and 2018, respectively.
As of April 30, 2019, the Company had $91,450 in net operating losses (“NOLs”) that may be available to offset future taxable income. In accordance with Section 382 of the U.S. Internal Revenue Code. The usage of the Company’s net operating loss carry forwards is subject to annual limitations following greater than 50% ownership changes. Tax returns for the years ended 2016 through 2019 are subject to review by the tax authorities.
NOTE 8- SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date these financial statements were issued. Based on our evaluation, no material subsequent events have occurred that require disclosure.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not Applicable.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As required by Rule 13a-15 under the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being April 30, 2019. This evaluation was carried out under the supervision and with the participation of our management, including our President and Chief Financial Officer (our principal executive officer and principal accounting officer).
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our company’s reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including our President and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Based upon that evaluation, including our President and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this annual report.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of April 30, 2019 based on criteria established in Internal Control-Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of April 30, 2019, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.
We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ending April 30, 2020: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm because as a smaller reporting company we are not subject to Section 404(b) of the Sarbanes-Oxley Act of 2002.
Changes in Internal Control Over Financial Reporting
There were no changes in our company’s internal control over financial reporting during the quarter ended April 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Internal Controls
Our management, including our President and our Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting are or will be capable of preventing or detecting all errors or all fraud. Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements, due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns may occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risk.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
Except as provided above, there is no information to be disclosed in a report on Form 8-K during the fourth quarter of the year covered by this Form 10-K that has not been previously filed with the Securities and Exchange Commission.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:
Business Experience
The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.
Jian Han Chen - President, Chief Executive Officer, Chief Financial Officer, Treasurer, and Director
Jian Han Chen, is an executive director, and food processing and operations specialist. He is a graduate of the National Taiwan University where he received his Masters in Agriculture Food Economics. Mr. Chen started his career in working with technologies to extend the reach of agriculture to new areas of the economy in Asia.
Since 2010, he has been the CEO of LifeTech Food Industries, a private consulting firm that educates local mid-tier farmers in China on cutting edge technologies related to food cultivation and processing. He has advocated technologies such as equipment telematics, livestock biometrics, and infrastructural health sensors along with precision agriculture, vertical farming and synthetic biology.
Mr. Chen is passionate about global health issues related to food processing and has devoted more than 15 years to the field. He continues to steer various public awareness campaigns related to sustainable food consumption and emerging agriculture technologies.
Our company believes that Mr. Chen's business experience gives him the qualifications and skills to serve as a director and officer of our company.
Chun Hao Chen - Secretary
Chun Hao Chen is a co-founder and currently the Managing Director of Aria Standard Holdings - a non-diversified closed-end fund whose primary investment objective is to purchase interests in public and private companies, sector specific to the Pharmaceutical Cannabis industry.
Mr. Chen has a wide range of executive management experience with expertise in business operations, financial market analysis and early stage angel investments. He currently sits on the Board of Directors of Yang Ming Shan Gas Co., Leixin Construction Engineering Co., BES Engineering and Bing Dian Company Limited. His wide range and deep knowledge of businesses across a wide range of sectors makes him a valuable asset to many companies.
Mr. Chen is a Senior Member of the Rotary Clubs International of Taiwan and Senior Member of the Lions Club International of Taiwan. He has advised for senior government officials in the People’s Republic of China (PRC) on international trade delegations to Canada and continues to mediate relationships between international organizations primarily in S.E. Asia and the PRC.
Our company believes that Mr. Chen's business experience gives him the qualifications and skills to serve as an officer of our company.
Employment Agreements
We have no formal employment agreements with any of our directors or officers.
Family Relationships
Jian Han Chen and Chung Hao Chen are siblings.
Involvement in certain legal proceedings.
To the best of our knowledge, none of our directors or executive officers has, during the past ten years:
1.been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
2.had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
3.been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;
4.been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
5.been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
6.been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
Section 16(a) Beneficial Ownership Reporting Compliance
Our common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, our executive officers and directors and persons who own more than 10% of a registered class of our equity securities are not subject to the beneficial ownership reporting requirements of Section 16(1) of the Exchange Act.
Code of Ethics
We have not adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller. We only have one officer and director and do not believe we need a code of ethics at this time.
Committees of the Board
Our company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our directors believe that it is not necessary to have such committees, at this time, because the functions of such committees can be adequately performed by the board of directors.
Our company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our President at the address appearing on the first page of this annual report.
Board and Committee Meetings
Our board of directors held no formal meetings during the year ended April 30, 2019. All proceedings of the board of directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Nevada General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.
Committees of the Board
Our company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our directors believe that it is not necessary to have such committees, at this time, because the functions of such committees can be adequately performed by the board of directors.
Our company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our President at the address appearing on the first page of this annual report.
Audit Committee Financial Expert
Currently our audit committee consists of our entire board of directors. We do not currently have a director who is qualified to act as the head of the audit committee.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The particulars of the compensation paid to the following persons:
(a)our principal executive officer;
(b)each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended April 30, 2019 and 2018; and
(c)up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended April 30, 2019 and 2018, who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:
____________
(1)
Svetlana Mazur resigned as President, Chief Executive Officer, Chief Financial Officer, Treasurer and Director on October 16, 2017.
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.
Grants of Plan-Based Awards
During the fiscal year ended April 30, 2019 we did not grant any stock options.
Option Exercises and Stock Vested
During our fiscal year ended April 30, 2019 there were no options exercised by our named officers.
Compensation of Directors
We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.
Indebtedness of Directors, Senior Officers, Executive Officers and Other Management
None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of August 7, 2019 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) members of our Board of Directors, and or (iii) our executive officers. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.
____________
(1)
A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on August 7, 2019. As of August 7, 2019, there were 111,800,000 shares of our common stock issued and outstanding.
(2)
On October 16, 2017, Jian Han Chen acquired the 60,000,000 shares held by Svetlana Mazur. As of the date of this Annual Report, the shares have not been transferred, but are being recorded as being held indirectly by Ms. Mazur.
Our company has not adopted any equity compensation plans and does not anticipate adopting any equity compensation plans in the near future. Notwithstanding the foregoing, because the company has limited cash resources at this time, it may issue shares or options to or enter into obligations that are convertible into shares of common stock with its employees and consultants as payment for services or as discretionary bonuses. The company does not have any arrangements for such issuances or arrangements at this time.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended April 30, 2019, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last three completed fiscal years.
During the years ended April 30, 2019 and 2018, Jian Han Chen loaned the Company $51,050 and $21,218, respectively, to fund operations, resulting in $72,268 outstanding at April 30, 2019. The amounts are non-interest bearing and due on demand.
Director Independence
We currently act with one director, Jian Han Chen.
We have determined that we do not have an independent director, as that term is used in Rule 4200(a)(15) of the Rules of National Association of Securities Dealers.
Currently our audit committee consists of our entire board of directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.
From inception to present date, we believe that the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our consolidated financial statements and understanding internal controls and procedures for financial reporting.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The aggregate fees billed for the most recently completed fiscal year ended April 30, 2019 and for fiscal year ended April 30, 2018 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
Audit committee policies & procedures
We do not currently have a standing audit committee. The above services were approved by our Board of Directors.
Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.
PART IV
ITEM 15.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)Financial Statements
(1)Financial statements for our company are listed in the index under Item 8 of this document.
(2)All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.
(b)Exhibits
_________ *Filed herewith.
**Furnished herewith.
ITEM 16. FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
GLOBAL HOUSE HOLDINGS LTD.
Dated: August 13, 2019
By:
/s/ Jian Han Chen
Jian Han Chen
President, Chief Executive Officer,
Chief Financial Officer, Treasurer and Director
(Principal Executive Officer,
Principal Financial Officer and Principal Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Dated: August 13, 2019
/s/ Jian Han Chen
Jian Han Chen
President, Chief Executive Officer,
Chief Financial Officer, Treasurer and Director
(Principal Executive Officer,
Principal Financial Officer and Principal Accounting Officer)