UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
x FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year endedMarch 31, 20162021
OR
¨ ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 333-152242
YINFU GOLD CORPORATION |
(Exact name of registrant as specified in its charter) |
WYOMING | 20-8531222 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
(Address of principal executive offices) (86)755-8316-0998 |
(Registrant’s telephone number, including area code) |
(Address of principal executive offices)
(86)755-8316-0998
(Registrant's telephone number, including area code)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ¨ ☒ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ¨ ☒ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ ☒ No x☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ ☒ No x☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant'sregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large“large accelerated filed," "accelerated filer"filer,” “accelerated filer” and "smaller“smaller reporting company"company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | ||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | ||
|
| Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes ¨ No xAct). YES ☐ NO ☒
The aggregate market valueSecurities registered pursuant to Section 12(b) of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold was $368,193,398 as of the last business day of the registrant's most recently completed second fiscal quarter on September 30, 2015. For purposes of this computation, all officers, directors, and 10% beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that such officers, directors, or 10% beneficial owners are, in fact, affiliates of the registrant.Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common stock | ELRE | OTCQB |
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
As of July 12, 2016, the Company had 991,770,362June 29, 2021, we have 9,917,592 shares of common stock, par value $0.001 per share issued and outstanding.
Yinfu Gold Corporation Form 10-K March 31, 2021 |
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Except for historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words "expects"“expects”, "anticipates"“anticipates”, "intends"“intends”, "believes"“believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the sections "Business"“Business”, "Risk Factors"“Risk Factors” and "Management's“Management’s Discussion and Analysis of Financial Condition and Results of Operations"Operations”. You should carefully review the risks described in this Annual Report on Form 10-K and in other documents we file from time to time with the Securities and Exchange Commission. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.
Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.
All references in this Form 10-K to the "Company"“Company”, "Yinfu"“Yinfu”, "we"“we”, "us"“us” or "our"“our” are to Yinfu Gold Corporation.
Corporate Overview
Yinfu Gold Corporation (the "Company"“Company”) is a Wyoming corporation incorporated on September 1, 2005, as a for-profit company, and has a fiscal year end of March 31. The Company'sCompany’s business office is located at Suite2408, 2313, Dongfang Science and Technology Mansion, Nanshan District, Shenzhen, China 518000. The telephone number is (86)755-8316-0998.
The Company has limited cash on hand. We have sustained losses for year ended March 31, 20162021 and has relied solely upon the funding obtained from management and significant stockholders.
Name Change
The Company was originally incorporated under the laws of the State of Wyoming as Ace Lock & Security, Inc. On March 5, 2007, we filed a Certificate of Amendment with the Wyoming Secretary of State to change our name from Ace Lock & Security, Inc. to Element92 Resources Corp. On August 16, 2010, we filed a Certificate of Amendment with the Wyoming Secretary of State to change our name from Element92 Resources Corp. to Yinfu Gold Corporation. On November 18, 2010, the Companywe received a notification from the Financial Industry Regulatory Authority ("FINRA"(“FINRA”) that subsequent to an amendment filed with the State of Wyoming on August 16, 2010 the Company'sname change of name from Element92 Resources Corp. to Yinfu Gold Corporation was posted as effective with FINRA.effective.
Change in Authorized Capital
On December 8, 2014, the Company increased the authorized capital from 1,000,000,000 common shares to 3,000,000,000 common shares.
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Reverse Split
The record date for the determination of stockholders entitled to consent to the 1 for 100 Reverse Split was October 17, 2016 (the “Record Date”). As of that date, we had 991,770,362 issued and outstanding shares of common stock, par value $0.001. Each share of our common stock entitles the holder thereof to one vote on each matter that may come before a meeting or vote of our stockholders.
The Reverse Split was approved by the holders of a majority of our stock entitled to vote on the Record Date. The vote required to approve the Reverse Split was 50% of the shares entitled to vote plus one vote, a simple majority. The actual affirmative vote was 58.84% of the issued shares.
On November 9, 2016, we filed a Schedule 14C with Securities and Exchange Commission. On February 16, 2017, the Company received a notification from the Financial Industry Regulatory Authority (“FINRA”) that our application for Reverse Split was approved by FINRA and the market effective date was February 17, 2017. The post-split total shares outstanding is 9,917,592 shares with the fractional shares rounded down to the next whole share.
Acquisition and disposition
On April 11, 2017, we acquired Yinfu Gold International Holdings Limited (“HK”), a company incorporated in Hong Kong, and HK’s subsidiary, Yinfu International Holdings Limited (“WOFE”), a wholly owned foreign enterprise incorporated in the People’s Republic of China. The acquired entities are owned by the Company’s management; therefore, the transaction has been accounted for as a business combination under common control in accordance to ASC-805-30-5, in which the assets and liabilities of HK and WOFE have been presented at their carrying values at the date of the transaction.
During the year ended March 31, 2018, we disposed the discontinued business, Element Resources International Limited. No gain or loss was recognized as a result of the disposal.
The Company has no present plans to be acquired or to merge with another company, nor does the Company, nor any of its shareholders, have plans to enter into a change of control or similar transaction.
Current Business
The Company was originally incorporated under the laws of the State of Wyoming as Ace Lock & Security, Inc. The Company was established as an exploration stage company engaged in the search for commercially viable minerals. We no longer pursue opportunities related to the exploration of minerals. Our name changechanged to Yinfu Gold Corporation, as filed with the State of Wyoming on November 18, 2010, signified that we have commenced working toward a major change in our business plan and business model.
Effective November 20, 2014, the Company executed a Sale and Purchase Agreement (the "Agreement"“Agreement”) to acquire 100% of the shares and assets of China Enterprise Overseas Investment & Finance Group Limited ("CEI"(“CEI”). Pursuant to the agreement, the Company has agreed to issue 800 million restricted common shares of the Company to the owners of CEI.
Dahua Online Shopping Mall (http: In connection with the acquisition, the Company acquired the domain http://www.dahuacheng.com) is an online shopping platform in the China marketwww.dahuacheng.com with two mainstream e-commerce models: business to business (B2B) and business to consumer (B2C). There are over 3,000 suppliers in China, which provide an online listinga customer database consisting of millions of commodities. The real-time payment system of Dahua is convenient, safe and fast.
Dahua Online Shopping Mall has registered 31 million members as of November 17, 2014.
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Pursuant to the Agreement, on or before January 1, 2015, CEI was to deliver to the Company, duly authorized, properly and fully executed documents in English, evidencing and confirming the sale of 100% of the shares of CEI and its assets, specifically detailing the assets and an asset valuation prepared by an independent professionally qualified valuator. The valuation report was received by the Company on January 28, 2015.
Additionally, the Agreement stated that both parties agreed that all the shares, pursuant to the terms and conditions of the agreement, shall be issued as soon as practicable following the signing of the agreement, but all the shares so issued were to be held in escrow until all terms and conditions are fulfilled.
As of the date of this filing, the various terms and conditions of the Agreement have been fulfilled on January 28, 2015, therefore, the share certificates representing the shares have been issued in the names of the CEI shareholders and the Agreement between the Company and CEI was closed on January 28, 2015.
On February 6, 2015, the Company signed a Sale and Purchase Agreement to acquire 100% of the shares and assets of Eternal Fairy International Ltd., ("EFI"), a British Virgin Islands corporation. Pursuant to the Agreement, the Company agreed to issue 1,200,000,000 (1.2 billion) restricted common shares of the Company to the shareholders of EFI. EFI which in turn owns Dongguan YouDai Financial Information Services Co., Ltd ("DYD"), a company incorporated in the People's Republic of China (the "PRC"). DYD is a company that focuses on peer-to-peer ("P2P") lending services. DYD provides a platform that matches lenders directly with the borrowers and charges a commission fee. Through our P2P platform, lenders can earn higher returns compared to savings and investment products offered by banks, where borrowers can borrow money at lower interest rates.
Effective September 22, 2015, the Company executed a Deed of Termination and Mutual Release (the "Termination") between the Company and EFI. The Termination cancels the Sale and Purchase Agreement to acquire 100% of the shares and assets of EFI, as reported via a Form 8-K dated February 6, 2015.
Currently, we do not yet have a source of revenue. We are not able to fund our cash requirements through our current operations. Historically, we were able to raise a limited amount of capital through a private placement of our equity stock and through loans from our president, but we are uncertain about our continued ability to obtain adequate capital to fund operating losses until we become profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations, our shareholders may lose some or all of their investment and our business may fail.
Our president and directors continue to provide their labor at no charge. When we are able to do so, we plan to hire up to 1020 staff members during the next 12 months of operation, and will also rely on the services of independent professionals for the auditing, evaluation and legal requirements for our listing business.
Markets
We are working to establishenter into new-emerging application industries of Internet Technology, Artificial Intelligence(AI) and build a P2P online lending service platform and become onethe Internet of the P2P on-line lending service providers in China.Things(IOT).
Competition
Barrier to entry in the industry is low and there are many competitors. Our competitors have significantly greater financial and marketing resources than we do. There are no assurances that our efforts to compete in the marketplace will be successful.
Seasonality
TheThe nature of our future products and services does not appear to be affected by seasonal variations.
Government Regulations
Other than the required adherence to general business laws and regulatory disclosure, our services do not appear to be affected by any specific additional regulations. However, this does not preclude the possibility that governments where we operate or may eventually operate will not institute regulations that will make our company difficult or impossible to operate.
Intellectual Property
We currently hold rights to a registered database with 31 million members, and we have not filed for copyright or trademark protection for our name or services.
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Research and Development
We have spent no time on specialized research and development activities, and have no plans to undertake any research or development in the future.
Environmental Matters
Our operations are not subject to environmental laws, including any laws addressing air and water pollution and management of hazardous substances and wastes and we do not anticipate capital expenditures for environmental control facilities.
Employees
We currently have foureight employees, including our president and directors who serve without remuneration. To the best of our knowledge, we are in compliance with local prevailing wage regulations. None of our employees is represented by any collective bargaining agreement, and our relationship with our employees is good.
ADDITIONAL INFORMATION
We are required to file quarterly, annual and current reports. The Company files its reports electronically with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other electronic information regarding issuers that file electronically with the SEC at http://www.sec.gov.
As a "smaller“smaller reporting company"company”, we are not required to provide the information required by this Item.
Item 1B. Unresolved Staff Comments.
None.
Our principal place of business and corporate offices are located at Suite 2408,2313, Dongfang Science and Technology Mansion, Nanshan District, Shenzhen, China 518000. The telephone number is (86)755-8316-0998. Our President, Mr. Jiang Libin, supplies our office space and telephone at no cost to us.
We are not involved in any pending legal proceeding nor are we aware of any pending or threatened litigation against us.
Item 4. Mine Safety Disclosures.
Not applicable.
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Market Information
Our common stock is not traded on any exchange but is currently available for trading in the over the over‑the‑counter market and is quoted on the Over the Counter Bulletin Board ("OTCBB"(“OTCBB”) and on the OTC PinkOTCQB operated by the OTC Markets Group, Inc. under the symbol "ELRE."“ELRE.” Our stock was approved for quotation on the OTCBB in 2007. Trading in stocks quoted on these markets is often thin and is characterized by wide fluctuations in trading prices due to many factors that may have little to do with a company'scompany’s operations or business prospects.
Over the counter securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, these securities transactions are conducted through a telephone and computer network connecting dealers in stocks. Over-the-counter issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchanges.
Trades in our common stock may be subject to Rule 15g 15g‑9 of the Securities Exchange Act of 1934, as amended, which imposes requirements on broker/dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, broker/dealers must make a special suitability determination for purchasers of the securities and receive the purchaser'spurchaser’s written agreement to the transaction before the sale.
The SEC also has rules that regulate broker/dealer practices in connection with transactions in "penny“penny stocks."” Penny stocks generally are equity securities with a price of less than $5.00 (other than securities listed on certain national exchanges, provided that the current price and volume information with respect to transactions in that security is provided by the applicable exchange or system). The penny stock rules require a broker/dealer, before effecting a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer'scustomer’s account. The bid and offer quotations, and the broker/dealer and salesperson compensation information, must be given to the customer orally or in writing before effecting the transaction, and must be given to the customer in writing before or with the customer'scustomer’s confirmation. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for shares of our common stock. As a result of these rules, investors may find it difficult to sell their shares.
The following table sets forth the quarterly high and low bid prices for the common stock from June 30, 2014March 31, 2019 to June 30, 2016.March 31, 2021. The prices set forth below represent inter-dealer quotations, without retail markup, markdown or commission and may not be reflective of actual transactions
High Low Quarter ended June 30, 2014 Quarter ended September 30, 2014 Quarter ended December 31, 2014 Quarter ended March 31, 2015 Quarter ended June 30, 2015 Quarter ended September 30, 2015 Quarter ended December 31, 2015 Quarter ended March 31, 2016 Quarter ended June 30, 2016 $ 0.065 0.055 $ 0.065 0.055 $ 0.350 0.060 $ 2.000 0.150 $ 1.250 0.550 $ 0.890 0.260 $ 0.700 0.250 $ 0.311 0.020 $ 0.020 0.011
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|
| High |
|
| Low |
| ||
Quarter ended March 31, 2019 |
| $ | 1.2 |
|
|
| 0.7 |
|
Quarter ended June 30, 2019 |
| $ | 4.0 |
|
|
| 1.1 |
|
Quarter ended September 30, 2019 |
| $ | 3.9 |
|
|
| 3.9 |
|
Quarter ended December 31, 2019 |
| $ | 3.9 |
|
|
| 2.5 |
|
Quarter ended March 31, 2020 |
| $ | 4.8 |
|
|
| 3.5 |
|
Quarter ended June 30, 2020 |
| $ | 4.0 |
|
|
| 2.8 |
|
Quarter ended September 30, 2020 |
| $ | 4.3 |
|
|
| 1.8 |
|
Quarter ended December 31, 2020 |
| $ | 3.0 |
|
|
| 1.6 |
|
Quarter ended March 31, 2021 |
| $ | 3.8 |
|
|
| 1.4 |
|
Holders
As of July 12, 2016,March 31, 2021, there were 1,2601,734 stockholders of record, and an aggregate of 991,770,3629,917,592 shares of our common stock were issued and outstanding.
The transfer agent of our company'scompany’s common stock is Transfer Online, Inc. at SE 512 Salmon Street, Portland, OR 97214.
Description of Securities
The authorized capital stock of our company consists of 3,000,000,000 shares of common stock, at $0.001 par value.
Dividend Policy
We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.
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Equity Compensation Plan Information
We do not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.
Recent Sales of Unregistered Securities
We did not sell any equity securities, which were not registered under the Securities Act during the year ended March 31, 2016,2021, that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended March 31, 2016.2021.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended March 31, 2016.2021.
Item 6. Selected Financial Data
As a "smaller“smaller reporting company"company”, we are not required to provide the information required by this Item.
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 based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Item 1A.
Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Overview
Yinfu Gold Corporation (the "Company"“Company”) is a Wyoming corporation incorporated on September 1, 2005, under the name Ace Lock & Security, Inc. Our name was changed to Yinfu Gold Corporation as of November 18, 2010. We2010.We are working to establishenter into new-emerging application industries of Internet Technology, Artificial Intelligence(AI) and build a peer-to-peer ("P2P") online lending service platform.the Internet of Things(IOT).
We have had limited operations and based upon our reliance on the sale of our common stock and the advances from our president, there are no assurances of any future source of funds for our operations.
Plan of Operation
We devote substantial efforts to establishing a P2P online lending service platform.enter into new-emerging application industries of Internet Technology, Artificial Intelligence(AI) and the Internet of Things(IOT).. However, our planned principal operations have not yet commenced.
In 2016, we plan to establish the Company as a known P2Ponline lending service provider. We provide an online lending platform that matches lenders directly with the borrowers and charge a commission fee. Through our P2P platform, lenders can earn higher returns compared to savings and investment products offered by banks, while borrowers can borrow money at lower interest rate.
Need for Additional Capital
The Company has not generated any revenues from operations, and may be unable to fund on-going activities. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in developing our own hardware and software, and the possibility of new regulations that will make our company difficult or impossible to operate.
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If we are unable to meet our needs for cash from either our operations, or possible alternative sources, then we may be unable to continue, develop, or expand our operations.
If we are unable to complete any phase of our development program or fail to raise additional capital to maintain our operations in the future, we may be unable to carry out our full business plan or we may be forced to cease operations.
Results of Operations
The following results of operations reflect the historical financial statements prior to the acquisition of China Enterprise Overseas Investment & Finance Group Limited ("CEI") and have been prepared to give retroactive effect to the reverse acquisition completed on January 28, 2015, and represent the operations of CEI only. The consolidated financial statements after the acquisition date, January 28, 2015 include the balance sheets of both companies at historical cost, the historical results of CEI and the results of the Company from the acquisition date.
We have generated no revenues and have incurred $110,800$285,847 in expenses throughfor the year ended March 31, 2016.2021.
The following table provides selected financial data about our company as of March 31, 20162021 and 2015.2020.
|
| As of March 31, |
|
| As of March 31, |
|
| March 31, 2021 |
|
| March 31, 2020 |
| ||||
Cash |
| $ | 122 |
| $ | 74 |
|
| $ | 300 |
| $ | 775 |
| ||
Total Assets |
| $ | 150,123 |
| $ | 150,075 |
|
| 81,630 |
| 118,940 |
| ||||
Total Liabilities |
| $ | 692,186 |
| $ | 629,771 |
|
| 2,024,937 |
| 1,721,723 |
| ||||
Stockholders' Equity (Deficit) |
| $ | (542,063 | ) |
| $ | (479,696 | ) | ||||||||
Stockholders’ Deficit |
| $ | (1,943,307 | ) |
| $ | (1,602,783 | ) |
As of March 31, 2016,2021, the Company'sCompany’s cash balance was $122$300 compared to $74$775 as of March 31, 2015,2020, and our total assets as of March 31, 2016,2021, were $150,123$81,630 compared with $150,075$118,940 as of March 31, 2015.2020. The decrease in total assets was due to the lessor operating lease right of use asset, net recognized as of March 31, 2021.
As of March 31, 2016,2021, the Company had total liabilities of $692,186$2,024,937 compared with total liabilities of $629,771$1,721,723 as of March 31, 2015.2020. The increase in total liabilities was primarily attributed to an increase in related party debt owed to the President of the Company.Company, offset by a decrease in accounts payable and accrued liabilities, other payables.
|
| Year Ended March 31, |
|
| Year Ended March 31, |
|
| Year Ended March 31, 2021 |
|
| Year Ended March 31, 2020 |
| ||||
Revenue |
| $ | - |
| $ | - |
|
| $ | - |
| $ | - |
| ||
Operating Expenses |
|
|
|
|
|
|
|
|
|
| ||||||
General and administrative |
| 211,426 |
| 158,412 |
| |||||||||||
Professional fees |
|
| 62,367 |
|
|
| 48,433 |
|
|
| 75,055 |
|
|
| 47,939 |
|
|
|
|
|
|
| |||||||||||
Total Operating Expenses |
| 62,367 |
| 48,433 |
|
| 286,481 |
| 206,351 |
| ||||||
|
|
|
|
|
| |||||||||||
Loss from Operations |
| $ | (62,367 | ) |
| $ | (48,433 | ) |
| $ | (286,481 | ) |
| $ | (206,351 | ) |
Revenues
The Company has generated no operating revenues during the years ended March 31, 20162021 and 2015.2020.
Operating expenses
For the year ended March 31, 2016,2021, total operating expenses were $62,367$286,481 which consisted solely of general and administrative fees and professional fees. For the year ended March 31, 201531,2020, total operating expenses were $48,433 $206,351 which consisted solely of general and administrative fees and professional fees. The increase in professional feesoperating expense was primarilymainly due to the cost of complying withincrease in both general and administrative expense and professional fees which mainly resulted from more consulting expenditure occurred and the SEC reporting requirements duringincrease in brokerage fees for the year ended March 31, 2016.2021.
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Liquidity and Capital Resources
Working Capital
|
| As of March 31, |
|
| As of March 31, |
|
| As of March 31, 2021 |
|
| As of March 31, 2020 |
| ||||
Current Assets |
| $ | 150,123 |
| $ | 150,075 |
|
| $ | 1,995 |
| $ | 1,721 |
| ||
Current Liabilities |
| $ | 692,186 |
| $ | 629,771 |
|
| $ | 2,024,936 |
| $ | 1,675,918 |
| ||
Working Capital Deficiency |
| $ | (542,063 | ) |
| $ | 479,696 |
|
| $ | (2,022,941 | ) |
| $ | (1,674,197 | ) |
As of March 31, 2016,2021, the Company had a working capital deficiency of $542,063$2,022,941 compared with working capital deficiency of $479,696$1,674,197 as of March 31, 2015.2020. The increase in working capital deficiency was primarily attributed to the increase in current liabilities due to an increase in notes payable to the Presidentrelated party of the Company.
Cash Flows
Year Ended March 31, Year Ended March 31, Cash Flows Used in Operating Activities Cash Flows from Investing Activities Cash Flows from Financing Activities Net Increase in Cash During the Year Non-cash Investing and Financing Activities: Common Shares issued and held in escrow pending the acquisition of Eternal Fairy International Ltd.
2016
2015$ (62,367 ) $ (16,433 ) $ - $ - $ 62,415 $ 16,507 $ 48 $ 74 $ - $ 1,200,000
|
| Year Ended March 31, 2021 |
|
| Year Ended March 31, 2020 |
| ||
Cash Used in Operating Activities |
| $ | (348,186 | ) |
| $ | (39,870 | ) |
Cash Flows from Investing Activities |
| $ | - |
|
| $ | - |
|
Cash Flows from Financing Activities |
| $ | 347,678 |
|
| $ | 39,532 |
|
Effects on changes in foreign exchange rate |
| $ | 33 |
|
| $ | (338 | ) |
Net (Decrease)/Increase in Cash During the Year |
| $ | (475 | ) |
| $ | 594 |
|
Cash Flows Used in Operating Activities
During the year ended March 31, 2016,2021, the Company had $62,367$348,186 in cash used in operating activities which was solelymainly attributed to loss from operations of $286,314, a decrease in account payable of $80,421 and a decrease in operating lease liability of $66,953 partially offset by the depreciation of $73,040, compared to cash used in operating activities of $16,433$39,870 during the year ended March 31, 2015. During2020. The increase in cash used for operating activities was due to the increase in net loss and decrease in accounts payable, operating lease liabilities, and other payables for the year ended March 31, 2015, the Company had a loss from operations of $48,433 with cash used for the operating expenses, and cash flows from an increase of accounts payable of $32,000. 2021.
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Cash Flows from Investing Activities
During the years ended March 31, 20162021 and 2015,2020, the Company used no cash in investing activities.
Cash Flows from Financing Activities
DuringFinancing activities for both 2021 and 2020 mainly referred to the proceeds from related party for operating.
Mr. Jiang Libin advanced $347,678 and $39,532 to the Company for the years ended March 31, 20162021 and 2015, the President advanced the Company $62,415 and $16,507 respectively for operating expenses.2020 respectively.
Off-Balance Sheet Arrangements
We do not have any 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 investors.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
As a "smaller“smaller reporting company"company”, we are not required to provide the information required by this Item.
12 |
Item 8. Financial Statements and Supplementary Data.
TABLE OF CONTENTSYINFU GOLD CORPORTION
AUDITED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2021 AND 2020
(STATED IN U.S. DOLLARS)
13 |
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F-1 |
Table of Contents |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To: | The Board of Directors and Stockholders of |
Yinfu Gold Corp. |
To
Opinion on the Board of Directors and Stockholders of Yinfu Gold Corporation
(Incorporated in the State of Wyoming, United States of America)Financial Statements
We have audited the accompanying consolidated balance sheets of Yinfu Gold Corporation and subsidiariesCorp. (the Company) as of March 31, 20162021 and March 31, 2015,2020, and the consolidatedrelated statements of operations, the consolidated statements of stockholders'stockholders’ equity, and the consolidated statements of cash flows for each of the years in the two-year period ended March 31, 20162021, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2015.2021 and 2020, and the results of its operations and its cash flows for each of the years in the two-year period ended March 31, 2021.
Explanatory Paragraph Regarding Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company had incurred substantial losses during the year, and has a working capital deficit, which raises substantial doubt about its ability to continue as a going concern. Management’s plan in regards to these matters are described in Note 3. These consolidatedfinancial 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'sCompany’s management. Our responsibility is to express an opinion on these consolidatedthe 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 Public Company Accounting Oversight Board ("PCAOB").ThosePCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.misstatement, whether due to error or fraud. The Company is not required to have, nor havewere we been engaged to perform, an audit of its internal control over financial reporting. Our audit included considerationAs part of our audits, we are required to obtain an understanding of internal control over financial reporting, as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company'sCompany’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes
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 supportingregarding the amounts and disclosures in the financial statements, assessingstatements. 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 presentation.statements. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, these consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Yinfu Gold Corporation and subsidiaries as of March 31, 2016 and March 31, 2015, and the consolidated results of its operations and its cash flows for each of the years ended March 31, 2016 and March 31, 2015, in conformity with accounting principles generally accepted in the United States of America./s/ JLKZ CPA LLP
/s/Anthony Kam & Associates Limited JLKZ CPA LLP.
Anthony Kam & Associates LimitedFlushing, New York
Certified Public Accountants
July 12, 2016
YINFU GOLD CORPORATION
CONSOLIDATED BALANCE SHEETSJune 29, 2021
March 31, March 31, 2016 2015 ASSETS Current Assets Cash and cash equivalents Current assets from discontinued operations Total current assets TOTAL ASSETS LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) LIABILITIES Current Liabilities Accounts payable and accrued liabilities Note payable - related party Total current liabilities TOTAL LIABILITIES STOCKHOLDERS' EQUITY (DEFICIT) Common stock, 3,000,000,000 shares authorized; par value $0.001, 991,770,362 and 2,191,770,362 shares issued, respectively Capital deficiency Subscription receivable Accumulated deficit Total Stockholders' Equity (Deficit) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) We have served as the Company’s auditor since December 2018 $ 122 $ 74 150,001 150,001 150,123 150,075 $ 150,123 $ 150,075 $ 78,656 $ 78,656 613,530 551,115 692,186 629,771 692,186 629,771 991,770 2,191,770 (1,421,020 ) (2,621,020 ) (2,013 ) (2,013 ) (110,800 ) (48,433 ) (542,063 ) (479,696 ) $ 150,123 $ 150,075
See Notes to the Consolidated Financial Statements.
F-2 |
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(Stated in U.S. Dollars) |
|
| March 31, |
|
| March 31, |
| ||
|
| 2021 |
|
| 2020 |
| ||
ASSETS |
| |||||||
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Current Assets |
|
|
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|
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| ||
Cash and cash equivalents |
| $ | 300 |
|
| $ | 775 |
|
Other receivables |
|
| 1,695 |
|
|
| 946 |
|
Total current Assets |
| $ | 1,995 |
|
| $ | 1,721 |
|
Non-current assets |
|
|
|
|
|
|
|
|
Operating lease right of use asset, net |
|
| 79,635 |
|
|
| 117,219 |
|
Total non-current assets |
|
| 79,635 |
|
|
| 117,219 |
|
Total Assets |
|
| 81,630 |
|
|
| 118,940 |
|
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|
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|
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
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Current liabilities |
|
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|
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Accounts payable and accrued liabilities |
|
| 99,692 |
|
|
| 118,661 |
|
Other payables |
|
| 87,672 |
|
|
| 141,088 |
|
Short-term loan |
|
| 171,666 |
|
|
| 162,321 |
|
Operating lease liabilities - current |
|
| 98,526 |
|
|
| 83,070 |
|
Due to related party |
|
| 1,567,380 |
|
|
| 1,170,778 |
|
Total Current Liabilities |
|
| 2,024,936 |
|
|
| 1,675,918 |
|
Non-current liabilities |
|
|
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|
|
|
|
|
Operating lease liabilities - noncurrent |
|
| - |
|
|
| 45,805 |
|
Total Non-current Liabilities |
|
| - |
|
|
| 45,805 |
|
Total Liabilities |
|
| 2,024,936 |
|
|
| 1,721,723 |
|
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|
|
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|
Stockholders’ Deficit |
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|
|
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|
|
Common stock, ($0.001 par value, 3,000,000,000 shares authorized, 9,917,592 shares issued and outstanding as of March 31, 2021 and 2020) |
|
| 9,918 |
|
|
| 9,918 |
|
Accumulated deficit |
|
| (1,928,249 | ) |
|
| (1,641,935 | ) |
Accumulated other comprehensive loss |
|
| (24,975 | ) |
|
| 29,234 |
|
Total Stockholders’ Deficit |
|
| (1,943,306 | ) |
|
| (1,602,783 | ) |
Total Liabilities and Stockholders’ Deficit |
| $ | 81,630 |
|
| $ | 118,940 |
|
The accompanying notes are an integral part of these consolidated financial statements
For the Year Ended March 31, 2016 2015 REVENUE OPERATING EXPENSES Professional fees Total Operating Expenses Net loss from operations Other Income and Expense Provision for income taxes Net Income (Loss) Basic and diluted income (loss) per common share Weighted average number of common shares outstanding - basic and diluted $ - $ - 62,367 48,433 62,367 48,433 (62,367 ) (48,433 ) - - $ (62,367 ) $ (48,433 ) $ (0.00 ) $ (0.00 ) 991,770,362 833,100,090
F-3 |
Consolidated Statements of Income and Comprehensive Income |
(Stated in U.S. Dollars) |
YINFU GOLD CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
|
| For Years Ended March 31, |
| |||||
|
| 2021 |
|
| 2020 |
| ||
|
|
|
|
|
|
| ||
REVENUE |
| $ | - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES: |
|
|
|
|
|
|
|
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General and administrative |
|
| 211,426 |
|
|
| 158,412 |
|
Professional fees |
|
| 75,055 |
|
|
| 47,939 |
|
Total operating expenses |
|
| 286,481 |
|
|
| 206,351 |
|
|
|
|
|
|
|
|
|
|
Net loss from operations |
|
| (286,481 | ) |
|
| (206,351 | ) |
|
|
|
|
|
|
|
|
|
Other Income and (Expense) |
|
|
|
|
|
|
|
|
Financial expense |
|
| (1 | ) |
|
| (1,251 | ) |
Other income (expense) |
|
| 166 |
|
|
| 286 |
|
Total other income(loss) |
|
| (167 | ) |
|
| (965 | ) |
|
|
|
|
|
|
|
|
|
Net income (loss) before income taxes |
|
| (286,314 | ) |
|
| (207,316 | ) |
|
|
|
|
|
|
|
|
|
Provision for income taxes |
|
| - |
|
|
| - |
|
Net loss |
|
| (286,314 | ) |
|
| (207,316 | ) |
|
|
|
|
|
|
|
|
|
Comprehensive income |
|
|
|
|
|
|
|
|
Other comprehensive loss |
|
| (54,209 | ) |
|
| 20,637 |
|
Total comprehensive loss |
| $ | (340,523 | ) |
|
| (186,679 | ) |
|
|
|
|
|
|
|
|
|
Basic and diluted loss per common share |
|
| (0.03 | ) |
|
| (0.02 | ) |
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding - basic and diluted |
|
| 9,917,592 |
|
|
| 9,917,592 |
|
Common Stock Number Capital Subscription Accumulated Of shares Par Value Deficiency Receivable deficit Total Balance as of March 31, 2014 Reverse acquisition adjustment Issued for acquisition of EFI*, on February 6, 2015 Net income (loss) Balance as of March 31, 2015 Cancellation of shares issued for acquisition of EFI*, on September 22, 2015 Net Income (loss) Balance as of March 31, 2016 800,000,000 $ 800,000 $ (797,987 ) $ (2,013 ) $ - $ - 191,770,362 191,770 (623,033 ) - - (431,263 ) 1,200,000,000 1,200,000 (1,200,000 ) - - - - - - - (48,433 ) (48,433 ) 2,191,770,362 $ 2,191,770 $ (2,621,020 ) $ (2,013 ) $ (48,433 ) $ (479,696 ) (1,200,000,000 ) (1,200,000 ) 1,200,000 - - - - - - - (62,367 ) (62,367 ) 991,770,362 $ 991,770 $ (1,421,020 ) $ (2,013 ) $ (110,800 ) $ (542,063 )
*: "EFI" stands for Eternal Fairy International Ltd., a British Virgin Islands corporation. This abbreviation applies to theThe accompanying notes are an integral part of these consolidated financial statements and the notes to the consolidated financial statements.
F-4 |
|
For the Year Ended March 31, 2016 2015 CASH FLOWS FROM OPERATING ACTIVITIES Net loss Changes in operating activities: Accounts payable and accrued liabilities Net cash used in continued operations Net cash used in discontinued operations Net cash used in operating activities CASH FLOWS FROM INVESTING ACTIVITIES Net cash Provided by Investing Activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from note payable - related parties Net Cash Provided by Financing Activities Net increase in cash and cash equivalents Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year NON-CASH INVESTING AND FINANCING ACTIVITY: Common Shares issued and held in escrow pending the acquisition of Eternal Fairy International Ltd. (see Note 4) Yinfu Gold Corporation$ (62,367 ) $ (48,433 ) - 32,000 (62,367 ) (16,433 ) - - (62,367 ) (16,433 ) - - 62,415 16,507 62,415 16,507 48 74 74 - $ 122 $ 74 $ - $ 1,200,000
Consolidated Statement of Changes in Stockholders’ Deficiency
(Stated in U.S. Dollars)
|
| Common Stock |
|
|
|
| Accumulated |
|
|
| ||||||||||
|
| Number of shares |
|
| Par value |
|
| Accumulated Deficit |
|
| other comprehensive loss |
|
| Total |
| |||||
Balance as of March 31, 2019 |
|
| 9,917,592 |
|
| $ | 9,918 |
|
| $ | (1,434,619 | ) |
| $ | 8,597 |
|
| $ | (1,416,104 | ) |
Net loss |
|
|
|
|
|
|
|
|
|
| (207,316 | ) |
|
|
|
|
|
| (207,316 | ) |
Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 20,637 |
|
|
| 20,637 |
|
Balance as of March 31, 2020 |
|
| 9,917,592 |
|
|
| 9,918 |
|
|
| (1,641,935 | ) |
|
| 29,234 |
|
|
| (1,602,783 | ) |
Net loss |
|
|
|
|
|
|
|
|
|
| (286,314 | ) |
|
|
|
|
|
| (286,314 | ) |
Foreign currency translation adjustment |
|
|
|
|
|
|
|
|
|
|
|
|
|
| (54,209 | ) |
|
| (54,209 | ) |
Balance as of March 31, 2021 |
|
| 9,917,592 |
|
| $ | 9,918 |
|
| $ | (1,928,249 | ) |
| $ | (24,975 | ) |
| $ | (1,943,306 | ) |
The accompanying footnotes are an integral part of these consolidated financial statements
F-5 |
Consolidated Statements of Cashflows |
(Stated in U.S. Dollars) |
|
| For Years Ended March 31, |
| |||||
|
| 2021 |
|
| 2020 |
| ||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
| ||
Net loss |
|
| (286,314 | ) |
|
| (207,316 | ) |
Amortization of right-of-use asset |
|
| 73,040 |
|
|
| - |
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
Other receivables |
|
| (651 | ) |
|
| 2,297 |
|
Accounts payable and accrued liabilities |
|
| (80,421 | ) |
|
| 15,255 |
|
Operating lease liability |
|
| (66,953 | ) |
|
| 11,849 |
|
Other payable - related party |
|
| 13,112 |
|
|
| - |
|
Other payable |
|
| - |
|
|
| 138,045 |
|
Net cash used in operating activities |
| $ | (348,186 | ) |
| $ | (39,870 | ) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
Net cash used in investing activities |
| $ | - |
|
| $ | - |
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Proceeds from/(Repayments) short-term loan |
|
| - |
|
|
| (1,436 | ) |
Proceeds from note payable - related parties |
|
| 347,678 |
|
|
| 40,968 |
|
Net cash provided by financing activities |
| $ | 347,678 |
|
| $ | 39,532 |
|
|
|
|
|
|
|
|
|
|
Effect on changes in foreign exchange rate |
|
| 33 |
|
|
| (338 | ) |
Net increase in cash and cash equivalents |
|
| (475 | ) |
|
| 594 |
|
Cash and cash equivalents, beginning of period |
|
| 775 |
|
|
| 519 |
|
Cash and cash equivalents, end of period |
| $ | 300 |
|
| $ | 775 |
|
|
|
| - |
|
|
|
|
|
Non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
Recognized ROU assets through lease liabilities |
|
| - |
|
|
| 119,154 |
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information |
|
|
|
|
|
|
|
|
Cash paid for interest |
| $ |
|
|
| $ |
| |
Cash paid for income taxes |
| $ |
|
|
| $ |
|
The accompanying footnotes are an integral part of these consolidated financial statements
F-6 |
Table of Contents |
YINFU GOLD CORPORATIONYinfu Gold Corporation
Notes to the Audited Consolidated Financial Statements
March 31, 2016 and 2015(Stated in U.S. Dollars)
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Yinfu Gold Corporation (the "Company"“Company”) is a Wyoming corporation incorporated on September 1, 2005 under the name Ace Lock and Security, Inc. with an established a fiscal year end of March 31. On March 5, 2007, wethe Company filed a Certificate of Amendment with the Wyoming Secretary of State to change ourthe name to Element92 Resources Corp. and increased ourthe authorized capital to 1,000,000,000 common shares. On August 16, 2010 the Company filed an amendment with the State of Wyoming changing its name from Element92 resources Corp. to Yinfu Gold Corporation and on November 18, 2010, the Company received a notification from the Financial Industry Regulatory Authority ("FINRA"(“FINRA”) that the Company'sCompany’s change of name to Yinfu Gold Corporation was posted as effective with FINRA. The Company was established as an exploration stage company engaged in the search for commercially viable minerals.
WeThe Company no longer pursuepursues opportunities related to the exploration of minerals. OurThe name change to Yinfu Gold Corporation, as filed with the State of Wyoming on November 18, 2010, signified that we havethe Company has commenced working toward a major change in our business plan and business model.
Effective November 20, 2014, the Company executed a Sale and Purchase Agreement (the "Agreement"“Agreement”) to acquire 100% of the shares and assets of China Enterprise Overseas Investment & Finance Group Limited ("CEI"(“CEI”), a British Virgin Islands corporation. Pursuant to the Agreement, the Company has agreed to issue 800 million restricted common shares of the Company to the owners of CEI.
Dahua Online Shopping Mall (http://www.dahuacheng.com) is an online shopping platform in the China market with two mainstream e-commerce models: business to business (B2B) and business to consumer (B2C). There are over 3,000 suppliers all over the China to provide an online listing of millions of commodities. The real-time payment system of Dahua is convenient, safe and fast.
Dahua Online Shopping Mall has registered 31 million members as of November 17, 2014.
Pursuant to the Agreement, on or before January 1, 2015, CEI was to deliver to the Company, duly authorized, properly and fully executed documents in English, evidencing and confirming the sale of 100% of the shares of CEI and its assets, specifically detailing the assets and an asset valuation by a third-party valuator. The valuation report was received by the Company on January 28, 2015.
Additionally, the Agreement stated that both parties agreed that all shares issued, pursuant to the terms and conditions of the agreement, were to be issued as soon as practicable following the signing of the agreement, but all shares so issued were to be held in escrow until all terms and conditions are met.
The various terms and conditions of the Agreement were fulfilled on January 28, 2015, therefore, the share certificates representing the shares have been issued in the names of the CEI shareholders and the Agreement between the Company and CEI was closed on January 28, 2015.
On April 11, 2017, the Company acquired Yinfu Gold International Holdings Limited (“HK”), a company incorporated in Hong Kong, and HK’s subsidiary, Yinfu International Holdings Limited (“WOFE”), a wholly owned foreign enterprise incorporated in the People’s Republic of China. The acquired entities are owned by the Company’s management; therefore, the transaction has been accounted for as a business combination under common control in accordance to ASC-805-30-5, in which the assets and liabilities of HK and WOFE have been presented at their carrying values at the date of the transaction.
During the year ended March 31, 2018, we disposed the discontinued business, Element Resources International Limited. No gain or loss was recognized as a result of the disposal.
The accompanying comparative financial statements have been retroactively restated to combine the financial data of previously separate entities with those of the Company.
F-7 |
Table of Contents |
Yinfu Gold Corporation
Notes to Audited Consolidated Financial Statements
(Stated in U.S. Dollars)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"(“SEC”). The financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP"(“GAAP”) of the United States and presented in US dollars.
Principles of Consolidation
For March 31, 2016, theThe accompanying consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries, Element Resources International Limited ("Element Resources") incorporated in Hong Kong and CEI.subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Prior to January 28, 2015, the financial statements presented are those of CEI.consolidation.
Name of Subsidiary | State or Jurisdiction of Organization of Entity | Attributable equity interest | ||||
Yinfu Group Overseas Investment & Finance Limited (“BVI”) | British Virgin Island | 100 | % | |||
Yinfu Group International Holdings Limited (“HK”) | Hong Kong | 100 | % | |||
Yinfu International Holdings Limited (“WOFE”) | Shenzhen, People Republic of China | 100 | % | |||
Yinfu International Holdings Limited Huizhou Branch (“WOFE”) | Huizhou, People Republic of China | 100 | % |
Yinfu Group Overseas Investment & Finance Limited is a holding entity established in BVI that did not have any activities or operations since inception.
On June 25, 2019, the management decided to abandon the BVI entity and transfer its subsidiaries Yinfu Group International Holdings Limited and Yinfu International Holdings Limited (“WOFE”) to Yinfu Gold Corp.
Use of Estimates
The preparation of 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 and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.
Discontinued Operations
The Company follows ASC 205-20, "Discontinued Operations," to report for disposed or discontinued operations.
Cash and Cash Equivalents
Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.
Foreign Currency Translation and Re-measurement
In accordance with ASC 830, "Foreign“Foreign Currency Matters"Matters”, the Company'sCompany’s foreign operations whose functional currency is not the U.S. dollar, the assets and liabilities are translated into U.S. dollars at current exchange rates. Resulting translation adjustments are reflected as other comprehensive income (loss) in stockholders'stockholders’ equity. Revenue and expenses are translated at average exchange rates for the period. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are charged to operations as incurred. The Company did not have any significanthad foreign currency translations gain (loss) of $(54,210) and $20,637 for the years ended March 31, 20162021 and 2015.2020 respectively.
F-8 |
Table of Contents |
Yinfu Gold Corporation
Notes to Audited Consolidated Financial Statements
(Stated in U.S. Dollars)
Concentrations of Credit Risk
The Company'sCompany’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables that it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company'sCompany’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.
Financial Instruments
The Company follows ASC 820, "Fair“Fair Value Measurements and Disclosures,"” which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity'sentity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2016.2021. The carrying values of our financial instruments, including, cash and cash equivalents; accounts payable and accrued expenses; and loans and notes payable approximate their fair values due to the short-term maturities of these financial instruments.
F-9 |
Table of Contents |
Yinfu Gold Corporation
Notes to Audited Consolidated Financial Statements
(Stated in U.S. Dollars)
Business Combinations
In accordance with ASC 805-10, "Business Combinations"“Business Combinations”, the Company accounts for all business combinations using the acquisition method of accounting. Under this method, assets and liabilities, including any remaining noncontrollingnon-controlling interests, are recognized at fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and noncontrollingnon-controlling interests is recognized as goodwill. Certain adjustments to the assessed fair values of the assets, liabilities, or noncontrollingnon-controlling interests made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill. Any adjustments subsequent to the measurement period are recorded in income. Any cost or equity method interest that the Company holds in the acquired company prior to the acquisition is re-measured to fair value at acquisition with a resulting gain or loss recognized in income for the difference between fair value and the existing book value. Results of operations of the acquired entity are included in the Company'sCompany’s results from the date of the acquisition onward and include amortization expense arising from acquired tangible and intangible assets.
Income Taxes, Deferred Income Taxes and Valuation Allowance
The Company accounts for income taxes under ASC 740, "Income“Income Taxes."” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. 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. NoFor the years ended March 31, 2021 and 2020, since the Company has not generated any income, no provision was made for income taxes. Further, no deferred tax assets or liabilities were recognized as at March 31, 20162021 and 2015.2020.
Net Loss Per Share of Common Stock
The Company has adopted ASC Topic 260, "“Earnings per Share," ("EPS"” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.
The following table sets forth the computation of basic earnings per share, for the years ended March 31, 20162021 and 2015:2020:
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| $ | (207,316 | ) |
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Weighted average number of common shares outstanding - basic and diluted |
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Basic and diluted net loss per common share |
| $ | (0.03 | ) |
| $ | (0.02 | ) |
F-10 |
Table of Contents |
Yinfu Gold Corporation
Notes to Audited Consolidated Financial Statements
(Stated in U.S. Dollars)
Year Ended March 31, 2016 2015 Net income (loss) Weighted average number of common shares outstanding - basic and diluted Net income (loss) per common share - basic and diluted $ (62,367 ) $ (48,433 ) 991,770,362 833,100,090 $ (0.00 ) $ (0.00 )
Commitments and Contingencies
The Company follows ASC 450-20, "Loss“Loss Contingencies,"” to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of March 31, 20162021 and 2015.2020.
Leases
We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
Advertising Costs
The Company follows ASC 720, "Advertising“Advertising Costs,"” and expenses costs as incurred. No advertising costs were incurred for the years ended March 31, 20162021 and 2015.2020.
Related Parties
The Company follows ASC 850, "Related “Related Party Disclosures," ” for the identification of related parties and disclosure of related party transactions. See note 5.6.
Revenue Recognition
The Company willadopted ASU 201409, Topic 606 on April 1, 2018, using the modified retrospective method. ASC 606 requires the use of a new five-step model to recognize revenue from the sale of products and services in accordance with ASC 605, "Revenue Recognition." However,customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue only when all of(or as) the following criteria have been met:Company satisfies the performance obligation.
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Recent Accounting Pronouncements
In May 2014December 2019, the FASB issued ASU 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU provides an exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. This update also (1) requires an entity to recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and againaccount for any incremental amount incurred as a non-income-based tax, (2) requires an entity to evaluate when a step-up in August 2015, the Financial Accounting Standards Board issued amended accounting guidance on revenue recognition that willtax basis of goodwill should be applied to all contracts with customers. The objectiveconsidered part of the new guidance is to improve comparabilitybusiness combination in which goodwill was originally recognized for accounting purposes and when it should be considered a separate transaction, and (3) requires that an entity reflect the effect of revenue recognition practices across entities and to provide more useful information to users of financial statements through improved disclosure requirements. This guidancean enacted change in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. The standard is effective for annual and interim periodsthe Company for fiscal years beginning in 2019. Earlyafter December 15, 2020, with early adoption is permitted, but only beginning in 2018.permitted. The Company is currently assessingin the process of evaluating the impact of the adoption on its consolidated financial statements.
F-11 |
Table of Contents |
Yinfu Gold Corporation
Notes to Audited Consolidated Financial Statements
(Stated in U.S. Dollars)
In February 2020, the FASB issued ASU 2020-02, “Financial Instruments – Credit Losses (Topic 326) and Leases (topic 842) Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (topic 842)”. This ASU provides guidance regarding methodologies, documentation, and internal controls related to expected credit losses. This ASU is effective for interim and annual periods beginning after December 15, 2019, and early adoption is permitted. The Company is evaluating the impact of this guidance on its consolidated financial statements.
In July 2018, the FSAB issued ASU 2018-10 ASC Topic 842: “Codification Improvements to Leases” The amendments are to address stakeholders’ questions about how to apply certain aspects of the new guidance in Accounting Standards Codification (ASC) 842, Leases. The clarifications address the rate implicit in the lease, impairment of the net investment in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments. The amendments in ASC Topic 842 are effective for EGC for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. While early application is permitted, including adoption in an interim period, the Company has not elected to early adopt. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements.
In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842). This update provides entities with an additional (and optional) transition method to adopt the new leases standard. Under this method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, the prior comparative period’s financials will remain the same as those previously presented. Entities that elect this optional transition method must provide the disclosures that were previously required. The Company is evaluating the effect this new guidance will have on our consolidated financial statements and related disclosures.
F-12 |
Table of Contents |
Yinfu Gold Corporation
Notes to Audited Consolidated Financial Statements
(Stated in U.S. Dollars)
In March 2019, the FASB issued ASU 2019-01: “Leases (Topic 842)-Codification Improvements”. The amendments in this ASU (1) reinstate the exception in Topic 842 for lessors that are not manufacturers or dealers, specifically, those lessors will use their cost, reflecting any volume or trade discounts that may apply, as the fair value of the underlying asset. However, if significant time lapses between the acquisition of the underlying asset and lease commencement, those lessors will be required to apply the definition of fair value (exit price) in Topic 820; (2) address the concerns of lessors within the scope of Topic 942 about where “principal payments received under leases” should be presented, specifically, lessors that are depository and lending institutions within the scope of Topic 942 will present all “principal payments received under leases” within investing activities; and (3) clarify the Board’s original intent by explicitly providing an exception to the paragraph 250-10-50-3 interim disclosure requirements in the Topic 842 transition disclosure requirements. The effective date of the amendments in this ASU is for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years for any of the following: 1. A public business entity; 2. A not-for-profit entity that has issued, or is a conduit bond obligor for, securities that are traded, listed, or quoted on an exchange or an over-the-counter market; and 3. An employee benefit plan that files financial statements with the U.S. Securities and Exchange Commission (SEC). For all other entities, the effective date is for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early application is permitted. An entity should early apply the amendments as of the date that it first applied Topic 842, using the same transition methodology in accordance with paragraph 842-10-65-1(c). The Company is evaluating the effect this new guidance will have on its consolidated financial statements and related disclosures.
In February 2016 the FASB issued ASU 2016-02, “Leases (Topic 842).” This standard amends a number of aspects of lease accounting, including requiring lessees to recognize operating leases with a term greater than one year on their balance sheet as a right-of-use asset and corresponding lease liability, measured at the present value of the lease payments. The standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, which means that it will be effective for us in the first quarter of our fiscal year beginning January 1, 2019. Early adoption is permitted. This standard is required to be adopted using a modified retrospective approach. We expect to elect certain available transitional practical expedients. In July 2018 the FASB issued ASU 2018-11, “Leases (Topic 842) Targeted Improvements,” which allows for the adoption of this standard to be applied at the beginning of the most recent fiscal year as opposed to at the beginning of the earliest year presented.
We adopted under the provisions allowed under ASU 2018-11. We recognized operating leases as right-of-use assets and corresponding lease liabilities on our consolidated balance sheets upon adoption.
Management has considered all other recent accounting pronouncements issued since the last audit of our financial statements. The Company'sCompany’s management believes that these recent pronouncements will not have a material effect on the Company'sCompany’s financial statements.
F-13 |
Table of Contents |
Yinfu Gold Corporation
Notes to Audited Consolidated Financial Statements
(Stated in U.S. Dollars)
NOTE 3 - GOING CONCERN
The Company'sCompany’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established an ongoing source of revenues sufficient to cover its operating cost, and requires additional capital to commence its operating plan. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. As of March 31, 2021, the Company had an accumulated deficit of $1,928,249 and net loss of $286,314 and net cash used in operations of $348,186 for the year ended March 31, 2021. Losses have principally occurred as a result of the substantial resources required for the operating of the two new wholly owned subsidiaries. These factors raise substantial doubt about its ability to continue as a going concern.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management'sManagement’s plan to obtain such resources for the Company include: sales of equity instruments; traditional financing, such as loans; and obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.
There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
F-14 |
Table of Contents |
NOTE 4 – STOCKHOLDERS' EQUITY (DEFICIT)
Yinfu Gold Corporation
Notes to Audited Consolidated Financial Statements
(Stated in U.S. Dollars)
Common Stock
Effective December 8, 2014, the Company increased the authorized capital from 1,000,000,000 common shares to 3,000,000,000 common shares. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.NOTE 4 – OTHER PAYABLES
On February 6, 2015,December 18, 2019, the Company issued 1.2 billion restricted commonsigned a Letter of intent for Equity Acquisition (the “LOI Agreement”) as part of a joint venture plan between the Company and Ji’an Chengpin Mining Co., Ltd, a third-party company. The Company received $152,437 from the acquiree as earnest money deposit to secure the transfer of Mr. Jiang Libin’ shares as part of the LOI Agreement. On July 24, 2020, the LOI Agreement was terminated by all parties and the earnest money deposit of $152,437 was not required to be returned to the acquiree according pursuant to the Termination Agreement. As a result, the earnest money deposit was reclassified as amount payable to Mr. Jiang as of March 31, 2021. Please refer to the Note 8.
NOTE 5 – STOCKHOLDERS’ EQUITY (DEFICIT)
Common Stock
The Company is authorized to issue 3,000,000,000 shares of the Company to the owners of EFI for acquiring 100% ownership of EFI. The 1.2 billion restricted common shares were held in escrow, and were cancelled on September 22, 2015.stock.
As of March 31, 2016,2021, and March 31, 2020, the Company has 991,770,3629,917,592 shares of common stock issued and outstanding. As of March 31, 2015, the Company has 2,191,770,362 shares of common stock issued, of which the 1,200,000,000 restricted common shares were held in escrow.
The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.
NOTE 56 – SHORT-TERM LOAN
Short-term loan consists of two notes payable to an unrelated third party in the amount of $127,377 (RMB834,673), annual fixed interest of $100, maturity date of April 11, 2020; and in the amount of $44,289(HKD344,345, annual fixed interest of $50, maturity date of April 11, 2020. These two notes were extended to mature on March 31, 2022 without interest.
As of March 31, 2021 and 2020, short-term loan outstanding was $171,666 and $162,321 respectively.
NOTE 7 – LEASES
The Company has a lease agreement for its office space. The current lease agreement was signed to cover the lease for the period from May 1, 2020 to April 30, 2022.
The Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The discount rate used to calculate present value is incremental borrowing rate or, if available, the rate implicit in the lease. The Company determines the incremental borrowing rate for this lease based primarily on its lease term in PRC which is approximately 4.75%.
The Company has elected to not recognized lease assets and liabilities for lease with a term less than twelve months.
Operating lease expenses were $73,040 and $71,092 for the years ended March 31, 2021 and 2020, respectively.
The undiscounted future minimum lease payment schedule as follows:
For the years ended March 31, |
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| 6,087 |
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Total |
| $ | 79,127 |
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NOTE 8 - RELATED PARTY TRANSACTIONS
During the year ended March 31, 2016,2021, Mr. Jiang, Libin, the President and a director of the Company, had advanced the Company $62,415$345,693 for operating expenses.expenses, and received $101,012 from the Company as repayment. These advances have been formalized by non-interest bearingnon-interest-bearing demand notes. In addition, $152,437 were reclassified as amounts payable to Mr. Jiang due to the termination of agreement (Refer to Note 4).
During the year ended March 31, 2015,2020, Mr. Jiang, Libin, had advanced the Company $16,507$145,647 for operating expenses. These advances have been formalized by non-interest bearing demand notes.expenses, received $119,981 from the Company as repayments.
As of March 31, 2016,2021 and 2020, the Company owed $487,358$1,080,022 and $126,172$683,420 to Mr. Tsap Wai Ping, the former President of the Company (the "Former President", resigned on October 31, 2014) and Mr. Jiang, Libin respectively.
As of March 31, 2015,2021 and 2020, the Company owed $487,358 and $63,757$487,358 to the Former President and Mr. Jiang LibinTsap, respectively.
During the year ended March 31, 2016, no shares were issuedThe loans due to related parties are due on demand, non-interest bearing, and no reverse acquisition occurred.unsecured.
On January 28, 2015,Deferred taxes are provided on liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary different amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the Company issued 800 million restricted common sharesopinion of management, it is more likely than not that some portion or all of the Company todeferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the stockholderseffects of changes in tax laws and related partiesrates on the date of CEI in exchange of 15,600 shares of CEI's common stock, representing 100% of its issued and outstanding common stock.enactment.
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The first five persons in the above table were the only five stockholders of CEI prior to the reverse acquisition. Mr. Liu Jun and Mr. Chen Qiang were the consultants of CEI prior to the reverse acquisition.
Mr. Liu Jun is the former President and a former director of the Company who was appointed on November 12, 2014 and resigned on June 10, 2015. All other six persons were not related to the Company prior to the reverse acquisition. Mr. Chen Qiang is the Chief Administration Officer of the Company who was appointed on December 12, 2015 and resigned on May 31, 2016.
NOTE 6–DISCONTINUED OPERATIONS
The Company originally intended to be involved in the exploration of minerals in the People's Republic of China (the "PRC"). Based on management's analysis of the current operations, expected growth, and opportunities in the sector, during the year ended March 31, 2015, the Company has determined to discontinue operations related to the Company's subsidiary Element Resources International Limited, based in Hong Kong.
The following presents the financial information of the discontinued subsidiary of the Company, Element Resources International Limited.
As of As of March 31, March 31, Current Assets Cash and cash equivalents Deposit paid Other receivables, net Total current assets TOTAL ASSETS Current Liabilities Accounts payable and accrued liabilities Note payable - related party Total current liabilities TOTAL LIABILITIES Stockholders' Equity (Deficit) Common stock, par value HK$1, 100,000 shares issued Retained earnings Total Stockholders' Equity (Deficit) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
2016
2015$ - $ - 139,681 139,681 10,320 10,320 150,001 150,001 $ 150,001 $ 150,001 $ - $ - - - - - $ - $ - 12,903 12,903 137,098 137,098 150,001 150,001 150,001 150,001
For the Year Ended March 31, 2016 2015 REVENUE General and administrative Other expenses Net income (loss) $ - $ - - - - - $ - $ -
NOTE 7 - BUSINESS COMBINATION
No business combination occurred during the year ended March 31, 2016.
Effective November 20, 2014, the Company executed the Agreement to acquire 100% of the shares and assets of CEI. Pursuant to the Agreement, the Company has agreed to issue 800 million restricted common shares of the Company to the owners of CEI.
The various terms and conditions of the Agreement have been fulfilled on January 28, 2015. As a result, the shares as referred to in the Agreement made between the Company and CEI were delivered on January 28, 2015.
For financial reporting purposes, the Agreement represented a "reverse merger", and CEI is deemed to be the accounting acquirer in the transaction. The Agreement is being accounted for as a reverse merger and recapitalization. CEI is the acquirer for financial reporting purposes, and the Company is the acquired company. The consummation of this reverse acquisition resulted in a change of control. Accordingly, the historical financial statements prior to the acquisition are those of the accounting acquirer, CEI and have been prepared to give retroactive effect to the reverse acquisition completed on January 28, 2015, and represent the operations of CEI. The consolidated financial statements after the acquisition date, January 28, 2015 include the balance sheets of both companies at historical cost, the historical results of CEI and the results of the Company from the acquisition date. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively restated to reflect the recapitalization.
The statement of financial position of the Company and CEI immediately before the business combination on January 28, 2015:
January 28, 2015 The Company CEI ASSETS Current Assets Cash and cash equivalents Current assets from discontinued operations Total current assets TOTAL ASSETS LIABILITIES AND STOCKHOLDERS' EQUITY LIABILITIES Current Liabilities Accounts payable and accrued liabilities Note payable - related party Total current liabilities TOTAL LIABILITIES STOCKHOLDERS' EQUITY Common stock, 3,000,000,000 shares authorized; par value $0.001, 991,770,362 shares issued Common stock, 50,000 shares authorized; par value $0.129, 15,600 shares issued and outstanding Additional paid-in capital Accumulated deficit Total Stockholders' Equity TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
(immediately before the
business combination)$ 1,632 $ - 150,001 - 151,633 - $ 151,633 $ - $ 46,656 $ 32,000 534,240 - 580,896 32,000 580,896 32,000 991,770 - - 2,013 3,787,335 (2,013 ) (5,208,368 ) (32,000 ) (429,263 ) (32,000 ) $ 151,633 $ -
The statement of operations of the Company and CEI immediately before the business combination:
For the Nine Months Ended The Company CEI Revenue OPERATING EXPENSES Professional fees Total Operating Expenses Net loss from operations Other Income and Expense Provision for income taxes Loss from Continued Operations Income (Loss) from Discontinued Operations Net Loss Basic and diluted loss per common share Weighted average number of common shares outstanding - basic and diluted
December 31, 2014$ - $ - 45,569 32,000 45,569 32,000 (45,569 ) (32,000 ) - - - - (45,569 ) (32,000 ) - - $ (45,569 ) $ (32,000 ) $ (0.00 ) $) (2.05) 191,770,362 15,600
F-15 |
Yinfu Gold Corporation
Notes to Audited Consolidated Financial Statements
(Stated in U.S. Dollars)
No significant transactions occurred from December 31, 2014 to January 28, 2015.United States
StatementYinfu Gold Corporation is established in the State of Stockholders' EquityWyoming in United States and is subject to Wyoming state and US Federal tax laws. Yinfu Gold Corporation is subject to Federal statutory income tax rate of 21%.
As of March 31, 2021, Yinfu Gold Corporation has accumulated net operating loss of $1,087,203 that may be offset against future taxable income has not been recognized as an income tax benefit based on uncertainties concerning its ability to generate taxable in future period.
Due to the change in ownership provisions of the Company, from April 1, 2014Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to January 28, 2015annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.
Common Stock Number of Par Additional Accumulated shares Value Paid-in capital deficit Total Balance as of March 31, 2014 $ $ $ $ Issued for acquisition of CEI, on January 28, 2015 Net loss for the period Balance as of January28, 2015 On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (“Tax Reform Act”). The legislation significantly changes U.S. tax law by, among other things, lowering corporate income tax rates, implementing a territorial tax system and imposing a transition tax on deemed repatriated earnings of foreign subsidiaries. The Tax Reform Act permanently reduces the U.S. corporate income tax rate from a maximum of 35% to a flat 21% rate, effective January 1, 2018. As a result of the reduction in the U.S. corporate income tax rate from 34% to 21% under the Tax Reform Act, the Company revalued its ending net deferred tax assets.191,770,362 191,770 4,587,335 (5,162,799 ) (383,694 ) 800,000,000 800,000 (800,000 ) - - - - - (45,569 ) (45,569 ) 991,770,362 991,770 3,787,335 (5,208,368 ) (429,263 )
Statement of Stockholders' Equity of CEI, for the year ended December 31, 2014Hongkong
Common Stock Number of Par Capital Accumulated Shares Value Deficiency Deficit Total Balance as of December 31, 2013 $ $ $ $ Net loss for the year Balance as of December 31, 2014 Yinfu Group International Holdings Limited was incorporated under the Hong Kong tax laws. The statutory income tax rate is 16.5%. Subsidiaries in Hong Kong are exempted from income tax on their foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends.15,600 2,013 (2,013 ) - - - - - (32,000 ) (32,000 ) 15,600 2,013 (2,013 ) (32,000 ) (32,000 )
No significant transactions occurred from December 31, 2014 to January 28, 2015.PRC
Yinfu International Holdings Limited was incorporated under the China Enterprise Income Tax Law, or the EIT Law, domestic enterprises and foreign investment enterprises, or FIE, are subject to a unified 25% enterprise income tax rate, except for certain entities that are entitled to tax holidays or exemptions.
As of March 31, 2021, Yinfu International Holdings Limited has accumulated net operating loss of $803,181 that may be offset against future taxable income has not been recognized as an income tax benefit based on uncertainties concerning its ability to generate taxable in future period.
NOTE 810 – CONTINGENCIES & UNCERTAINTIES
Contingencies
On June 25, 2019, the management decided to abandon the Company’s subsidiary Yinfu Group Overseas Investment & Finance Limited (“Yinfu BVI”) that has been administratively struck off by the BVI registrar for non-payment of fees. Yinfu BVI is a holding entity established in BVI that did not have any activities or operations since inception. Yinfu BVI being a struck off company continues to have legal status. As such, it may incur additional liabilities (including fees and late payment penalties which would need be to repaid in order to restore the company); it may potentially be the subject of a creditor’s claim or judgement; and its members, directors, officers and agents remains responsible for any liabilities that existed before it was struck off. If the indicated events were to occur it may have negative effects on the Company’s operation
NOTE 11 - SUBSEQUENT EVENTS
Management has evaluatedThe Company evaluates subsequent events throughthat have occurred after the balance sheet date but before the financial statements are issued. Based on this evaluation, the Company concluded that subsequent to March 31, 2021 but prior to June 29, 2021, the date thesethe financial statements were available to be issued. Based on our evaluationissued, there was no material events have occurredsubsequent event that would require disclosure.disclosure to or adjustment to the financial statements other than the ones disclosed above.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.There were no disagreements with our accountants related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the 2011 fiscal years.On May 25, 2012, the Company accepted the resignation of Parker Randall CF (H.K.) CPA Limited, Chartered Accountants ("Parker Randall"). The report issued by Parker Randal dated August 10, 2011 relating to its audit of our balance sheet as of March 31, 2011 and the related statement of operations, stockholder's deficit and cash flows for the year ending March 31, 2011 with an unqualified opinion.Our decision to accept the resignation of Parker Randall is not the result of any disagreement between us and Parker Randall on matters of accounting principles or practices, financial statement disclosure or auditing scope or procedures. During our most recent fiscal years through the date of dismissal of Parker Randall, there were no disagreements with Parker Randall on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Parker Randall, would have caused Parker Randall to make a reference to the subject matter of the disagreement in connection with its reports. Pursuant to the rules of the SEC applicable to smaller reporting companies, Parker Randall was not required to provide an attestation as to the effectiveness of our internal control over financial reporting.There were no reportable events (as that term is defined in Item 304(a)(1)(v) of Regulation S-K) during our most recent fiscal years through the date of dismissal of Parker Randall. Our Board of Directors discussed the subject matter referred to above with Parker Randall. We authorized Parker Randall to respond fully and without limitation to all requests of our successor accountant concerning all matters related to the annual and interim periods audited and reviewed by Parker Randall, including with respect to the subject matter of any reportable event.
There were no disagreements with our accountants related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the period from July 19, 2012 to July 1, 2016.2021 fiscal years.
Effective July 1, 2016, the Board of Directors of Yinfu Gold Corporation, dismissed MaloneBailey LLP ("MaloneBailey") as the Company's auditor. During the period from July 19, 2012 to July 1, 2016 MaloneBailey did not tender any reports or audit opinions on the Company's financial statements nor did Malone Bailey render an adverse opinion or disclaimer of opinion.
Our decision to dismiss MaloneBailey is not the result of any disagreement between us and MaloneBailey on matters of accounting principles or practices, financial statement disclosure or auditing scope or procedures. During the period from July 19, 2012 to July 1, 2016, there were no disagreements with MaloneBailey on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of MaloneBailey, would have caused MaloneBailey to make a reference to the subject matter of the disagreement in connection with its reports. During the period from July 19, 2012 to July 1, 2016, MaloneBailey did not advise the Company that the internal controls necessary for the Company to develop reliable financial statements did not exist.
There were no reportable events (as that term is defined in Item 304(a)(1)(v) of Regulation S-K) during the period from July 19, 2012 to July 1, 2016. Our Board of Directors discussed the subject matter referred to above with MaloneBailey. We have authorized Malone Bailey to respond fully to the inquiries of the successor accountant.
Effective on July 1, 2016 and with the approval of our Board of Directors, we have engaged Anthony Kam & Associates, Ltd ("AKAM") of Hong Kong, as our new registered independent public accountant. During the year ended March 31, 2016, and prior to July 1, 2016 (the date of the new engagement), the Company did not consult with AKAM regarding (i) the application of accounting principles to a specified transaction, (ii) the type of audit opinion that might be rendered on the Company's financial statements by AKAM, in either case where written or oral advice provided by AKAM would be an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issues or (iii) any other matter that was the subject of a disagreement between us and our former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively).
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain "disclosure“disclosure controls and procedures,"” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"“Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer ("CEO"(“CEO”)/Chief Financial Officer ("CFO"(“CFO”), as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the "Evaluation"“Evaluation”), under the supervision and with the participation of our CEO/CFO of the effectiveness of the design and operation of our disclosure controls and procedures ("(“Disclosure Controls"Controls”) as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this evaluation and the existence of the material weaknesses discussed below in "Management's“Management’s Report on Internal Control over Financial Reporting,"” our management, including our CEO/CFO concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of the end of the period covered by this Report.
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We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly 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.
Management'sManagement’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. With the participation of our Chief Executive and Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 20162021 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"(“COSO”) in Internal Control – Integrated Framework. Based upon such evaluation, our management concluded that we did not maintain effective internal control over financial reporting as of March 31, 20162021 based on the COSO framework criteria, as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; and (4) management dominated by two individuals without adequate compensating controls. The aforementioned material weaknesses were identified by our Chief Executive and Financial Officer in connection with the review of our financial statements as of March 31, 2016.2021.
Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
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This Annual Report on Form 10-K does not include an attestation report of the Company'sCompany’s registered public accounting firm regarding internal control over financial reporting due to permanent exemptions for smaller reporting companies.
Officers'Officers’ Certifications
Appearing as exhibits to this Annual Report are "Certifications"“Certifications” of our Chief Executive Officer and Chief Financial Officer. The Certifications are required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the "Section“Section 302 Certifications"Certifications”). This section of the Annual Report contains information concerning the Controls Evaluation referred to in the Section 302 Certification. This information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the year ended March 31, 2016,2021, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
None.
Item 10. Directors, Executive Officers and Corporate Governance
All directors of the Company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of the Company are appointed by the board of directors and hold office until their death, resignation or removal from office. The directors and executive officers, their ages, positions held, and duration as such, are as follows:
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Jiang, Libin | President, Secretary and Director |
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Jiang, Libin |
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Zhang, Hong | Director |
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Background of Officers and Directors
Liu Jun:Jiang, Libin: President and Director
Mr. Liu Jun graduatedMR. Jiang Libin obtained the PhD from the Harbin Institute of Technology Department of Applied Physics with a Bachelor's degreeCamden University. He has worked in several large international trade companies for many years in which he is responsible for operation management and is a Distinguished Member of the Chinese Academy of e-government experts. In October 2009, he won the "China Outstanding Innovative Entrepreneur" award.
Since March 2003 to the present, he hasstrategic development. He once served as a Director of the sub-center for the State Government Online Project Service Center in Shenzhen and since August 2011 he has also served as honorary vice president of Sichuan Vocational Institute of Media Culture and Media Department of visiting professors.
Mr. Liu Jun also currently serves on the Expert Committee of E-commerce for several Universities and is Honorary Vice Headmaster and visiting professor in Shi Chuan Culture and Media College.
From May 2008 to December 2009 he served as Chairman and President of Morgan Networks one of the first online shopping centers in China. In December of 2008, Morgan Networks launched a new service product: Morgan RTGS (Real Time Gross Settlement) system. It solved the problem of the delay in the settlement of payments to each business party and promoted the efficiency of cash settlement. Mr. Liu Jun served as chairman and chief executive at Morgan Network and was responsible for the company's operations and management as well as dealing directly with foreign and institutional investors.
Beginning in December 2001, he funded and founded a startup e-commerce company called the B2B.cn Group. Within six years it had developed into a company with twelve branches and two thousand employees. In December 2007, it was acquired by the Softbank SAIF Investment Company. He was responsible for all aspects of the company's management, organization, planning and guidance.
In December 2000, he was appointed as head of marketing at Alibaba Group. Alibaba was founded in 2000 and soon began to open branches around China. As market head, Liu Jun opened Alibaba's first branch offices in Southern China. He served in that position until December 2001.
In February 2000, Liu Jun was appointed as the vice president of the Zhong Hua Unit Network, an information company providing various types of supply and demand information for Chinese enterprises. Three months later in May 2000, he was promoted to President. He was responsible for the overall management of the company's operations, and China national markets. He served with the company until December 2000.
From January 1999 to February 2000, he was the project manager and assistant to the president for the inauguration of the Dongli Group, one of China's largest Internet companies. His function was to assist the president with daily work management and internal and external coordination and supervision of all projects.
Li Qiu Yu: President and Director
Mr. Li Qiuyu earned his Master's degree in Executive Business Administration from Shanghai Tongji University in June 2015. He received his Bachelor's Degree in Economics from Jiangxi University of Finance and Economics in June 2012.Since September 2013 he has served as the vice president of the Shanghai and Guangxi Chamber of Commerce.
In September 2014 became a member of the Tongji University Design Association and in March 2015 he was elected Vice president of Wenzhou Ecological Endowment Association. From August 2008 to May 2015 he served as Managing Director of Macalayking Architecture Design Co., Ltd. where he was solely responsible for the development of corporate strategy and the company's daily affairs.
From December 2003 to August 2008 he worked for Urban Architectural Design Co., Ltd. as the China Marketing Manager. From December 2003 to June 2004 he was that company's General Manager Assistant.
Jiang Libin: President and Director
Mr. Jiang Libin graduated in June 1985 with an International Trade Diploma from Shenzhen University, Guangdong, China with a major in foreign economy and trade. From July 1980 to December 1997 he worked as Section Chief and General Manager in the Economy and Trade Ministry of Foreign Trade Group for foreign trade in China where he was responsible for import and export trade and strategic development planning.
From January 1998 to April 2001 he was the General Manager and Legal Representative for Shenzhen Xuteng Development Co., Ltd., an import and export company. He was responsible for overall strategy and daily company management. Starting in April 2001 he served as Director of Heilongjiang Economic and Trade Committee Shenzhen office, where he was responsible for international development strategy and the daily management of the department. He served in that capacity until December 2003.
He also served as General Manager and Company Legal Representative of the Shenzhen Longyue Trade Co., Ltd., a trading company of agricultural products, from January 2004 until May 2007. In those roles he was fully responsible for overall operation and management of the company. He served as President of the Northeast Region of ITAT International Brands Clothing ClubHong Kong Store Chains Group Ltd.
From May 2007 until July 2009 and also from July 2009 to May 2005 he was Chief Executive Officer of Liaoning Jinzhou Times Group, a department store chain company.
Group. Since MayDecember 2015, he has assistedbeen the Company as managerChairman of the Board&CEO of Yinfu Gold Corporation, and he has rich experiences in charge of its Investment Department.large-scale enterprise management operations and investment operations.
Zhang Hong: Director
Mr. Zhang Hong graduated from Shanxi College of Sciencehas rich experience in enterprise management and Technology in June 1990 with a diploma in Business Administration. From July 1988 to June 1990,operations, he received on-the-job education in shareholding reform at Shanxi College of Science and Technology.
From January 2015 to present heonce served as Chairman of the Board of Directors at Shenzhen Qianhai Yinfeng Capital Management Co., Ltd., where he was fully responsible for the overall operation of the company. From September 2005 to January 2015, he was Director and General Manager of Guangxi Guiran Energy Company, with responsibilities for development, application, promotion, sales, warehousing and transport of new energy, Liquid Natural Gas, oil and gas integration.
From May 1996 to September 2005 he was General Manager of Shenzhen Peizheng Pharmaceutical Co., Ltd., General Manager of Guangxi Guiran Energy Co., Ltd. and in charge of R&D, production and sales of new-type special effect medicine. From July 1992 to May 1996 he served as Deputy Director and later DirectorChairman of Shenzhen OfficeJiazhan Energy Investment Co., Ltd. Now, he is the Executive Director&President of the Fifth OfficeInvestment Department of Yinfu Gold Corporation.Over these years, he has been studying the development and current situation of the Guangxi Zhuang Autonomous Region, responsible for coordination between governmental departmentsdomestic and international information and cultural exchange.
From May 1983 to July 1992 he was Business Chief at the Introduction Division of the Economic Office of Futian District Government, Shenzhen (a state officer), responsible for international affairs, processing raw materials on clients' demands, assembly of parts for clients and processing according to the clients' samples or engaging in compensation trade, foreign investment attraction, joint venture cooperation, import and export trade, customs declaration and clearance.
From September 1981 to May 1983 he was a state officer at the Urban Construction Command Department of Bao'an Township, Shenzhen with job responsibilities relating to urban planning and development, building construction, mechanical equipment, utility installation, earth and stone work engineering and transportation.
Zhang Hongoverseas financial systems. He has accumulatedrich practical experience in team building, project operation and investment managementmanagement. He is always enthusiastic about the public welfare and charity, and has developed extensive governmental relationships and social resources. He also has been devoted to public philanthropy and in supporting manyfunding poor students and orphans. Asorphans for a council memberlong time. He is also the director and general affairs officerGeneral Affair of Lions Clubs International, he continues to workhas planned and organized several large-scale charity activities in cooperation with domestic and international charities in planning and organizing many large-scale charitable events.foreign charities.
Chen Qiang: Chief Administration Officer
Mr. Chen Qiang is one of the pioneers in eCommerce and Internet business in China market, who co-founded China's largest eCommerce website B2B.cn. He served as vice president of Pacrim International Capital Inc., deputy sectary general of IHFO, chief executive of Tiger & Leopard Entertainment and Morgan Online Shopping Mall. He studied business management from Suzhou University.
Yang Jin Lin: Chief Public Relations and Media Officer
Mr. Yang Jinlin is an associate researcher and visiting professor in Taiwan Research Institute of Xiamen University, and also a visiting professor in Jinan University, Huaqiao University and Zhejiang University of Media and Communications.
He was the chief journalist and chief editor in several influential newspapers.
In 2002, he joined Phoenix TV and anchored several well-known programs, including Read Newspapers Everyday, Weekly Comment, How the World Views China and World Olympic Report.
Tsang Yuk Chuen: Chief Financial Officer
Mr. Tsang Yuk Chuen joined ELRE as Chief Financial Officer in March 2016. He brings more than 10 years of financial and management experience to the company. Before ELRE, Mr. Tsang served as CFO for Aetos Group Inc. for 5 years. At Aetos Group, he provided executives with timely and accurate financial statements, ongoing cash flow projections, oversight over accounting and finance operations, as well as design and maintenance of the financial reporting structures.
Mr Tsang was a senior auditor from 2007 to 2010 in Harrington Group CPAs LLP in California, USA. As a senior auditor, he was not only responsible for auditing financial statements, but also help clients to evaluate all aspects of their internal control systems. He typically assisted with the identification of key risks and design of mitigating controls, documentation of principle procedures and performing pre-audit testing to evaluate existing compliance.
Mr Tsang was an accounting manager from 2004 to 2006 at Ogeek LLC in California, USA.
Mr Tsang was a sales and marketing manager from 2000 to 2003 at BTC Inc. in California, USA.
Mr Tsang holds a Master degree in Accounting and Information System from University of Kansas.
Employment Agreements
We have no formal employment agreements with any of our employees, directors or officers.
Family Relationships
There are no family relationships between any of our directors and executive officers.
Potential Conflicts of Interest
We are not aware of any conflicts of interest with our directors and officers.
Involvement in Certain Legal Proceedings
None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past five years:
1. A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; 2. Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
3. Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
4. Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
5. Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; 6. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; 7. Such person was 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, relating to an alleged violation of:
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8. Such person was 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.
Compliance with Section 16(a) of the Exchange Act
The
Code of Ethics
We have adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our board of directors, our
Our Code of Business Conduct and Ethics requires, among other things, that all of our
In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly senior officers, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws. Any senior officer, who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our Company. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our Company policy to retaliate against any individual who reports in good faith the violation or potential violation of our
The Company will provide to any person, without charge and upon request, a copy of the code of ethics. Any such request must be made in writing to the Company at, Suite 2408, Dongfang Science and Technology Mansion, Nanshan District, Shenzhen, China 518000
Board and Committee Meetings
Our board of directors currently consists of two members, Jiang, Libin and Zhang Hong. The Board held no formal meetings during the year ended March 31,
Nomination Process
As of March 31,
Audit Committee
Currently the Company is developing a comprehensive Board of Directors and does not have an Audit Committee. The Company intends to appoint audit, compensation and other applicable committee members as it appoints individuals with pertinent expertise.
Audit Committee Financial Expert
Our board of directors does not have a member that qualifies as an
Item 11. Executive Compensation.
The following tables set forth, for each of the last two completed fiscal years of the Company, the total compensation awarded to, earned by or paid to any person who was a principal executive officer during the preceding fiscal year and every other highest compensated executive officers earning more than $100,000 during the last fiscal year (together, the
Other than set out below 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
There were no grants of
Outstanding Equity Awards at Fiscal Year End
There were no outstanding equity awards at the year ended March 31,
Option Exercises and Stock Vested
During the year ended March 31,
Compensation of Directors
We do not have any agreements for compensating our directors for their services in their capacity as 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
The following table sets forth, as of
Item 13. Certain Relationships and Related Transactions, and Director Independence
Security Ownership of Certain Beneficial Owners and Management
Not applicable.
Shareholder loan
Director Independence
Our Board of Directors has determined that it does not have a member that is
Item 14. Principal Accounting Fees and Services
The aggregate fees billed for the most recently completed fiscal year ended March 31,
Year Ended March 31, Year Ended March 31, Audit fees (1) Audit related fees (2) Tax fees (3) All other fees (4) Total
Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.
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
Item 15. Exhibits, Financial Statement Schedules
Exhibits
In reviewing the agreements included as exhibits to this annual report on Form 10-K, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about our company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this annual report on Form 10-K and the
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.
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.
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