Item 1. Business
General
Toucan Interactive Corp. was incorporated in the state of Nevada on January 24, 2014 and maintained its official business address at Sabanilla de Montes de Oca, Urbanizacion Carmiol, Casa 254, San Jose, Costa Rica.
From inception until April 2016, the Company’s principal business consisted of developing a website, www.NEEDforCREDIT.com, to provide credit option services to users primarily in Costa Rica, Canada, the United States and South and Central America and to market context advertising services to banks and financial institutions in these countries and regions.
In April 2016, pursuant to the transactions described in the Current Report on Form 8-K filed on April 22, 2016, the Company experienced a change in control (the “Change of Control”) and ceased operations as a provider of credit option services. The Company also changed the address of its principal executive offices to 25 E. Foothill Blvd., Arcadia, California 91006.
Under SEC Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company qualifies as a “shell company,” because it has no or nominal assets (other than cash) and no or nominal operations. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.
The Company currently serves as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company will not restrict its potential candidate target companies to any industry, specific business or geographical location and, thus, may acquire any type of business. The Company intends to establish a market for freely trading shares following the conclusion of a successful business combination and commencing business as an operating company.
The Company does not currently engage in any business activities that generate cash flow. During the next twelve months we anticipate incurring costs related to:
(a) filing Exchange Act reports, and
(b) investigating, analyzing and consummating a business combination.
We believe we will be able to meet these costs through use of funds in our treasury and additional amounts, as necessary, to be loaned to or invested in us by our controlling stockholder, management or other investors. As of the date of this Form 10-K, the Company has $17,662 cash in the bank. There are no assurances that the Company will be able to secure any additional funding as needed.
The analysis of new business opportunities will be undertaken by or under the supervision of the Company’s officers and directors. As of the date of this Form 10-K, the Company has not entered into any definitive agreement with any party, nor have there been any specific discussions with any potential business combination candidate regarding business opportunities for the Company. The Company has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, the Company will consider the following factors:
(a) Potential for growth, indicated by new technology, anticipated market expansion or new products;
(b) Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as a whole;
(c) Strength and diversity of management, either in place or scheduled for recruitment;
(d) Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;
(e) The cost of participation by the Company as compared to the perceived tangible and intangible values and potentials to be acquired;
(f) The extent to which the business opportunity can be advanced.
In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. In evaluating a prospective business combination, the Company will conduct as extensive a due diligence review of potential targets as reasonably possible.
We anticipate that the selection of a business combination will be complex and extremely risky. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities difficult and complex. We cannot assure investors that our choice of a business combination will result in profitable operations.
The Company anticipates that business opportunities will come to the Company’s attention from various sources. These sources may include, but not be limited to, its principal stockholder, professional advisors such as attorneys and accountants, securities broker-dealers, and others who may present unsolicited proposals. Currently, the Company has no agreements, whether written or oral, with any individual or entity, to act as a finder for the Company. However, at the present, we contemplate that our majority stockholder, BDK Capital Group, LLC (“BDK”), or certain of its affiliates may introduce a business combination target to us.
It is possible that the range of business opportunities that might be available for consideration by the Company could be limited by the impact of Securities and Exchange Commission regulations regarding purchase and sale of “penny stocks.” The regulations would affect, and possibly impair, any market that might develop in the Company’s securities until such time as they qualify for listing on NASDAQ or on another exchange which would make them exempt from applicability of the “penny stock” regulations.
The time and costs required to select and evaluate a target business and to structure and complete a business combination cannot presently be ascertained with any degree of certainty. It is also impossible to predict the manner in which the Company may participate in a business opportunity. Specific business opportunities will be reviewed as well as the respective needs and desires of the Company and the promoters of the opportunity and, upon the basis of that review and the relative negotiating strength of the Company and such promoters, the legal structure or method deemed by management to be suitable will be selected. Such structure may include, but is not limited to leases, purchase and sale agreements, licenses, joint ventures and other contractual arrangements. The Company may act directly or indirectly through an interest in a partnership, corporation or other form of organization. Implementing such structure may require the merger, consolidation or reorganization of the Company with other corporations or forms of business organization, and although it is likely, there is no assurance that the Company would be the surviving entity. In addition, the present management, board of directors and stockholders of the Company may not have control of a majority of the voting shares of the Company following a reorganization transaction. As part of such a transaction, the Company’s existing management and directors may resign and new management and directors may be appointed without any vote by stockholders.
Item 1A.
Item 1A. Risk Factors
Not applicable to smaller reporting companies.
Item 1B.
Item 1B. Unresolved Staff Comments
None.
Item 2.
Item 2. Property
The Company does not own any real estate or other properties.
Item 3.
Item 3. Legal Proceedings
The Company does not know of any legal proceedings to which we are a party or to which any of our property is the subject which are pending, threatened or contemplated or any unsatisfied judgments against us.
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 not quoted on the OTC Bulletin Board at this time. Trading in stocks quoted on the OTC Bulletin Board 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. We cannot assure you that there will be a market in the future for our common stock.
OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.
As of the date of this Form 10-K, no shares of our common stock have traded.
Number of Holders
As of the date of this Form 10-K, the 7,100,000 issued and outstanding shares of common stock were held by a total of 14 shareholders of record.
Dividends
No cash dividends were paid on our shares of common stock during the fiscal years ended February 28, 2019 and February 28, 2018. The Company have not paid any cash dividends since our inception and do not foresee declaring any cash dividends on our common stock in the foreseeable future.
Recent Sales of Unregistered Securities
The information set forth under “Item 5.01 Change in Control of Registrant” of the Current Report on Form 8-K filed on April 22, 2016 with respect to the transactions contemplated by the Securities Purchase Agreement (the “Purchase Agreement”) is incorporated into this Item 5 by reference.
On April 22, 2016, pursuant to the Purchase Agreement with BDK, the Company sold 6,000,000 newly issued shares of the Company’s common stock, $.001 par value per share (“Common Stock”), to BDK in exchange for total cash consideration in the amount of $243,605.36 (the “Purchase Price”). The sale of the Shares to BDK was not subject to any underwriting discounts or commissions.
The issuance and sale of the Shares was not registered under the Securities Act of 1933, as amended (the “Act”), in reliance on an exemption from registration under Section 4(a)(2) of the Act, based on the fact that the investor is an “accredited investor” as such term is defined in Rule 501 of Regulation D, in a transaction not involving a public offering. The Shares may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Purchase of our Equity Securities by Officers and Directors
None.
Related Stockholder Matters
The information set forth under “Item 5.01 Change in Control of Registrant” of the Current Report on Form 8-K filed on April 22, 2016 with respect to the transactions contemplated by the Purchase Agreement and the Repurchase Agreement are incorporated into this Item 5 by reference.
Issuer Purchases of Equity Securities
Simultaneously with the execution of the Purchase Agreement discussed under “Item 5 - Recent Sales of Unregistered Securities” of this Form 10-K, the Company entered into and consummated a Repurchase Agreement (the “Repurchase Agreement”), with Mikhail Bukschpan, the then majority stockholder, sole director and sole officer of the Company (the “Majority Stockholder”), whereby the Majority Stockholder sold and the Company repurchased 4,000,000 shares of Common Stock for an aggregate purchase price of $240,605.36 (the “Repurchase Price”) in cash, which sum was paid to the Majority Stockholder by the Company from the proceeds received from the sale of the Common Stock pursuant to the Purchase Agreement.
Item 6.
Item 6. Selected Financial Data
Not applicable to smaller reporting companies.
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 financial statements, including the notes thereto, appearing 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. 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
The Company has incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
The Company expects we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Year ended February 28, 2019 Compared to Year Ended February 28, 2018
Our net loss for the year ended February 28, 2019 was $29,758 compared to a net loss of $8,797 for the year ended February 28, 2018. During the years ended February 28, 2019 and 2018, we generated no revenue. We have earned minimal revenue since the date of inception.
During the year ended February 28, 2019, we incurred general expenses of $29,758 compared to $8,797 general expenses incurred during the year ended February 28, 2018. The increase in general expenses is primarily due to decrease in professional fees and registration related expenses during the year ended February 28, 2019.
Liquidity and Capital Resources
Fiscal Years ended February 28, 2019 and February 28, 2018
As of February 28, 2019, our total assets were $21,897 comprised of $17,662 cash and cash equivalents and $4,235 prepaid expenses and our total liabilities were $77,038 comprised of $300 accounts payable and $76,738 advances from related parties.
As of February 28, 2018, our total assets were $51,455 comprised of $39,720 cash and cash equivalents and $11,735 prepaid expenses and out total liabilities were $76,838 comprised of $100 accounts payable and $76,738 advances from related parties.
Stockholders’ equity decreased from a deficit of $(25,383) as of February 28, 2018 to a deficit of $(55,141) as of February 28, 2019.
Cash Flows from Operating Activities
The Company has not generated positive cash flows from operating activities. For the year ended February 28, 2019, net cash flows used in operating activities was $22,058. For the year ended February 28, 2018, net cash flows used in operating activities were $19,712.
Cash Flows from Financing Activities
The Company has financed our operations primarily from either advances from related parties or the issuance of equity instruments. For the year ended February 28, 2019, there were no financing activities. For the fiscal year ended February 28, 2018, net cash from financing activities was $57,705 consisting of $57,705 of proceeds in advances from related parties.
Material Commitments
As of the date of this Form 10-K, the Company does not have any material commitments.
Purchase of Significant Equipment
The Company does not intend to purchase any significant equipment during the next twelve months.
Off-Balance Sheet Arrangements
The Company has 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.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Not applicable to smaller reporting companies.
Item 8.
Item 8. Financial Statements and Supplementary Data
MICHAEL GILLESPIE & ASSOCIATES, PLLC
CERTIFIED PUBLIC ACCOUNTANTS
ALTON AVE NE
SEATTLE, WA 98125
206.353.5736
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Toucan Interactive Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Toucan Interactive Corp. as of February 28, 2019 and 2018 and the related statements of operations, changes in stockholders’ equity/deficit, cash flows, and the related notes (collectively referred to as “financial statements”) for the periods then ended. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of February 28, 2019 and 2018 and the results of its operations and its cash flows for the periods then ended, in conformity with accounting principles generally accepted in the United States of America.
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 audit. 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 audit 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 audit, 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 audit 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 audit 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 audit provides a reasonable basis for our opinion.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #2 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note #2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/S/ MICHAEL GILLESPIE & ASSOCIATES, PLLC
We have served as the Company’s auditor since 2017.
Seattle, Washington
May 2, 2019
TOUCAN INTERACTIVE CORP.
BALANCE SHEET
FEBRUARY 28, 2019 AND 2018
See accompanying notes to financial statements
TOUCAN INTERACTIVE CORP.
STATEMENTS OF OPERATIONS
See accompanying notes to financial statements
TOUCAN INTERACTIVE CORP.
STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
See accompanying notes to financial statements.
TOUCAN INTERACTIVE CORP.
STATEMENTS OF CASH FLOWS
See accompanying notes to financial statements
TOUCAN INTERACTIVE CORP.
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 28, 2019
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS
TOUCAN INTERACTIVE Corp. was incorporated under the laws of the State of Nevada on January 28, 2014. It was initially set up as a company in the business of providing credit information options on all major banks located in Costa Rica, Canada, United States and other countries located in North, Central and South America. On April 22, 2016, the Company experienced a change in control and ceased operations as a provider of credit option services; and changed the address of its principal executive offices to 25 E. Foothill Blvd., Arcadia, California 91006. The Company currently serves as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation.
NOTE 2 - BASIS OF PRESENTATION
Basis of Presentation
The accompanying audited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP” accounting), the rules and regulations of the Securities and Exchange Commission (the “SEC”) for financial reporting, and are presented in US dollars. In the opinion of management, all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the financial position, results of operations and cash flows as of February 28, 2019 presented herein have been reflected in these financial statements and the notes thereto.
Accounting Basis
The Company uses the accrual basis of GAAP accounting. The Company has adopted a February 28 fiscal year end.
Cash and Cash Equivalents
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $17,662 of cash as of February 28, 2019.
Fair Value of Financial Instruments
The Company’s financial instruments consist of cash and cash equivalents and amounts due to related parties. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Use of Estimates
The preparation of financial statements in conformity with GAAP accounting 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.
StockBased Compensation
Stockbased compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of February 28, 2019.
Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
NOTE 3 - GOING CONCERN
The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses resulting in an accumulated deficit of $99,819 as of February 28, 2019 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. These financials do not include any adjustments relating to the recoverability and reclassification of recorded asset amounts, or amounts and classifications of liabilities that might result from this uncertainty.
NOTE 4 - PREPAID EXPENSES
Prepaid expenses consist of amounts paid in advance for services that had not yet occurred as of February 28, 2019 and February 28, 2018, including legal, registration and audit/review fees. These amounts are recognized as expenses in future periods when the services occur.
NOTE 5 - ADVANCES FROM RELATED PARTIES
There were no new advances from related parties for the period ended February 28, 2019. Advances from related parties as of February 28, 2019 and February 28, 2018 were $76,738.
NOTE 6 - CAPITAL STOCK
The Company has 75,000,000, $0.001 par value shares of common stock authorized.
On February 6, 2014, the Company issued 4,000,000 shares of common stock for cash proceeds of $4,000 at $0.001 per share.
From October 3, 2014 to November 24, 2014 the company issued 1,100,000 shares of common stock for cash proceeds of $22,000 at $0.02 per share.
On April 22, 2016, the Company issued 6,000,000 shares of common stock for cash proceeds of $243,605 at $0.04 per share.
On April 22, 2016, the Company repurchased 4,000,000 shares of common stock for cash payments of $240,605 at $0.06 per share.
There were 7,100,000 shares of common stock issued and outstanding as of February 28, 2019.
NOTE 7 - COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.
NOTE 8 - INCOME TAXES
As of February 28, 2019, the Company had net operating loss carry forwards of approximately $99,819 that may be available to reduce future years’ taxable income in varying amounts through 2034. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
The provision for Federal income tax consists of the following for the periods ended February 28, 2019 and February 28, 2018:
The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows as of February 28, 2019 and February 28, 2018:
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $99,819for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.
NOTE 9 - SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10), the Company has analyzed its operations subsequent to February 28, 2019 to the date these financial statements were available to be issued as of May 2, 2019, and has determined that it does not have any material subsequent events to disclose in these financial statements.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Item 9A. Controls and Procedures
The Company carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were effective as of February 28, 2019.
Management’s Annual Report on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act). Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on the Company’s assessment, management has concluded that its internal control over financial reporting was effective as of February 28, 2019 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with Generally Accepted Accounting Principles.
This Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the fourth quarter of 2019, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B.
Item 9B. Other Information
Not applicable.
PART III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance
Directors and Executive Officers
Effective upon the closing of the transactions contemplated by the Change of Control referenced in Item 1 above, Mikhail Bukschpan, resigned as the Company’s sole executive officer and director. The resignation was not the result of any disagreement on any matter relating to the Company’s current operations, policies or practices.
On April 22, 2016 and prior to his resignation, Mikhail Bukschpan, in his capacity as the sole director, elected Kin Hui, Gang Ding, Frank Lin and William Chu as directors of the Company to fill the vacancies created by the foregoing resignation, with Mr. Hui and Mr. Ding being appointed as the Co-Chairmen of the Board of Directors. Also on April 22, 2016, in his capacity as sole director, Mikhail Bukschpan appointed Gang Ding as the Company’s Chief Executive Officer, Kin Hui as the President, William Chu as the Chief Financial Officer and Frank Lin as the Secretary.
The name, address and position of our present officers and directors are set forth below:
Name and Address of
Executive Officer and/or Director
Age Position
Gang Ding
25 E. Foothill Blvd., Arcadia, CA 91006 Co-Chairman, Chief Executive Officer and Director
Kin Hui
25 E. Foothill Blvd., Arcadia, CA 91006 Co-Chairman, President and Director
William Chu
25 E. Foothill Blvd., Arcadia, CA 91006 Chief Financial Officer and Director
Frank Lin
25 E. Foothill Blvd., Arcadia, CA 91006 Secretary and Director
The following is a brief description of the business experience of our executive officers, director and significant employees:
Gang Ding
Mr. Ding is a founder and executive officer of a number of companies in Asia, Europe, Australia and North America including Shanghai Bading Property Development Co. Ltd., Macao First Global International Co., Hong Kong Global International Co., Bading (Hong Kong) Company, Global International (Australia) Co., Australia First International Investment Co., Australia First International Resources Co., Canada First Source International Co., First Global International Investment Group Inc., First Global International Trading Group Inc., Europe & Australia Investment Group and BDK Capital, LLC. Mr. Ding has over 20 years of real estate development and investment experience and has invested in various fields around the world, including real estate, energy, mines, old city renovation and other projects that are synergistic with his other investments. Mr. Ding is a managing member of BDK. Mr. Ding’s valuable entrepreneurial, management, and real estate related experience provide him with the qualifications and skills to serve as a director of the Company.
Kin Hui
Mr. Hui is the owner and manager of a group of companies commonly known as the Singpoli Group, an association of independent companies that specialize in real estate investment and development. Singpoli deals largely with major commercial, office, and retail properties in Los Angeles County, Orange County and Silicon Valley. As the founder and CEO of Singpoli Construction in 1992, a managing partner of Singpoli Investment, LLC in 1992, a founding partner and President of Pacific Design Group in 1997, and a managing member of Singpoli Pacifica, LLC in 2007, Mr. Hui has a proven record of successfully establishing and managing real estate portfolios and related businesses. Mr. Hui is a managing member of BDK. Mr. Hui’s decades of experience with executive management, real estate development and investment provide him with the qualifications and skills to serve as a director of the Company.
William Chu
Mr. Chu has served as the Chief Financial Officer of Singpoli Capital Corporation since 2009. Prior to joining Singpoli, Mr. Chu had a distinguished banking career that spanned from New York, Little Rock, San Francisco, Los Angeles to Las Vegas, having served as President and Chief Executive Officer of First Asian Bank and United Pacific Bank, the President and CEO of the Los Angeles Community Development Bank, as well as a senior executive at East West Bank. Mr. Chu is a certified public accountant and has an MBA degree from the University of Southern California. Mr. Chu’s financial knowledge and banking experience provide him with the qualifications and skills to serve as a director of the Company.
Frank Lin
Mr. Lin has served as the Vice President and Public Relations Director of Shanghai Bading Property Development Co. Ltd. since August 2002. Mr. Lin has supervised a great many largescale real estate investment and development projects around the world including the development of the Shanghai Citigroup Tower in Pudong District, which became a landmark building for Shanghai in 2005, the purchase of the exploration and development rights for a 15,500-square-kilometer oil & gas site in Australia, the purchase and renovation of high-end polish properties in and around the downtown area of Lisbon, Portugal, the restoration and renovation of the historic Constance Hotel in the City of Pasadena in the United States and the development of the 450-unit Landmark Tower condominium in the City of Milpitas in the heart of Silicon Valley. Mr. Lin’s substantial executive management experience and his experience in business development give him the qualifications and skills to serve as a director of the Company.
Committees of the Board of Directors
Our Board of Directors has no committees. The Company does not have a standing nominating, compensation or audit committee.
Significant Employees
The Company presently has no employees apart from our management. The officers and directors are engaged in outside business activities. They will be dividing their time amongst these entities and anticipate that they will devote very limited time to our business until the acquisition of a successful business opportunity has been identified. The specific amount of time that management will devote to the Company may vary from week to week or even day to day, and, therefore, the specific amount of time that management will devote to the Company on a weekly basis cannot be ascertained with any level of certainty. In all cases, management intends to spend as much time as is necessary to exercise its fiduciary duties as officers or directors of the Company. The Company expects no significant changes in the number of our employees other than such changes, if any, incident to a business combination.
Item 11.
Item 11. Executive Compensation
The following tables set forth certain information about compensation paid, earned or accrued for services by the Chief Executive Officer, President, Chief Financial Officer and Secretary (collectively, the “Named Executive Officers”) since the Change of Control on April 22, 2016 until February 28, 2019:
Summary Compensation Table
There are no current employment agreements between the Company and its officers.
As of February 28, 2019, the Company had no pension plans or compensatory plans or other arrangements that provide compensation in the event of a termination of employment or a change in our control.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
The following table sets forth, as of May 2, 2019, the number and percentage of outstanding shares of our common stock beneficially owned by: (a) each person who is known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; (b) each of our directors; (c) the Named Executive Officers (as defined in “Item 11. Executive Compensation”); and (d) all current directors and executive officers, as a group. As of May 2, 2019, there were 7,100,000 shares of common stock issued and outstanding. Other than common stock, the Company has no other series of stock outstanding.
Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, 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 shares (for example, upon exercise of an option or warrant) 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 is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.
To our knowledge, except as pursuant to applicable community property laws, (a) the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to applicable community property laws; and (b) no person owns more than 5% of our common stock.
Changes in Control
The Company is not aware of any arrangements which may at a subsequent date result in a change of control of the Company.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence
During the year ended February 28, 2019, the Company had not entered into any transactions with our officers or directors, or persons nominated for these positions, beneficial owners of 5% or more of our common stock, or family members of these persons wherein the amount involved in the transaction or a series of similar transactions exceeded the lesser of $120,000 or 1% of the average of our total assets for the last three fiscal years.
Item 14.
Item 14. Principal Accountant Fees and Services
During fiscal year ended February 28, 2019, the Company paid $20,500 in fees to our principal independent accountants for professional services rendered in connection with the audit of our fiscal year-end financial statements and quarterly reviews.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules
(a) Documents filed as part of this Form 10-K.
(1) All financial statements
(2) Financial statement schedules
All financial statement schedules have been omitted because the information required is included in the financial statements and notes thereto included in this Form 10-K.
(3) Exhibits required by Item 601 of Regulation S-K
Exhibit
Number
Exhibit Description
3.1
Article of Incorporation(1)
3.2
Bylaws(1)
10.1
Securities Purchase Agreement, dated April 22, 2016, by and among the Company, Mikhail Bukschpan and BDK Capital Group, LLC.(2)
10.2
Repurchase Agreement, dated April 22, 2016, by and between the Company and Mikhail Bukschpan.(2)
10.3
Debt Settlement Agreement, dated April 22, 2016, by and between the Company and Mikhail Bukschpan.(2)
10.4
Certification of Termination of Agreement by and between the Company and Nasser Bouslihim.(2)
10.5
Certification of Termination of Agreement by and between the Company and Kolobok Distribution, Inc.(2)
23.1
Consent of independent registered public accounting firm.*
31.1
Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).*
31.2
Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).*
32.1
Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.**
32.2
Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.**
101.INS
XBRL Instance Document*
101.SCH
XBRL Taxonomy Extension Schema Document*
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB
XBRL Taxonomy Extension Label Linkbase Document*
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document*
* Filed herewith.
** Furnished herewith.
(1) Filed as an exhibit to the Company’s S-1 registration statement, number 333-195267, filed with the SEC on April 15, 2014.
(2) Filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the SEC on April 22, 2016, and incorporated herein by this reference.
(3) Filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the SEC on November 14, 2018, and incorporated herein by this reference.
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, thereunto duly authorized.