SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Sep. 30, 2014 |
Accounting Policies [Abstract] | ' |
BASIS OF ACCOUNTING AND PRESENTATION | ' |
BASIS OF ACCOUNTING AND PRESENTATION |
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The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information under Article 8 “Financial Statements of Smaller Reporting Companies” of Regulation S-X. |
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Accordingly, they do not include all of the information and notes required by U.S. GAAP for financial statements and should be read in conjunction with the audited consolidated financial statements and notes related thereto contained in the Company’s Annual Report on Form 10-K as of and for the year ended March 31, 2014. In the opinion of Management, these financial statements contain all adjustments necessary for a fair presentation for and as of the end of the interim period, all of which were normal recurring adjustments. The results of operations for the three and six months ended September 30, 2014 are not necessarily indicative of the results to be expected for the full year ending March 31, 2015. All consolidated financial statements and notes to the consolidated financial statements are presented in United States dollars (“US Dollar” or “US$” or “$”). |
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The Company’s fiscal year end is March 31. |
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VARIABLE INTEREST ENTITY | ' |
VARIABLE INTEREST ENTITY |
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Pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810, “Consolidation” (“ASC 810”), the Company is required to include in its consolidated financial statements the financial statements of its variable interest entities (“VIEs”). ASC 810 requires a VIE to be consolidated by a company if that company is subject to a majority of the risk of loss for the VIE or is entitled to receive a majority of the VIE’s residual returns. VIEs are those entities in which a company, through contractual arrangements, bears the risk of, and enjoys the rewards normally associated with ownership of the entity, and therefore the company is the primary beneficiary of the entity. |
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Under ASC 810, a reporting entity has a controlling financial interest in a VIE, and must consolidate that VIE, if the reporting entity has both of the following characteristics: (a) the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance; and (b) the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE. The reporting entity’s determination of whether it has this power is not affected by the existence of kick-out rights or participating rights, unless a single enterprise, including its related parties and de facto agents, have the unilateral ability to exercise those rights. Zhongshan WINHA’s actual stockholders do not hold any kick-out rights that affect the consolidation determination. |
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The consolidated financial statements include the accounts of the Company, its subsidiaries and its VIE for which it is deemed the primary beneficiary. All significant inter-company accounts and transactions have been eliminated in consolidation. |
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The Company evaluates the need to consolidate its VIE in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. |
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The VIE agreement was not consummated until August 1, 2013, however, the purpose and design of the establishment of the VIE, Zhongshan WINHA, was to be consolidated under the Company through common control. ASC 810-10-25-38F states that a reporting entity’s involvement in the design of a VIE may indicate that the reporting entity had the opportunity and the incentive to establish arrangements that result in the reporting entity being the variable interest holder with the power to direct the activities that most significantly impact the VIE’s economic performance. As both the Company and the acquired VIE, Zhongshan WINHA, were under the common control of Ms. Lai immediately before and after the acquisition, this transaction was accounted for as a merger under common control, using merger accounting as if the merger had been consummated at the beginning of the earliest period presented, and no gain or loss was recognized. All the assets and liabilities of the VIE, Zhongshan WINHA, are recorded at carrying value. Hence, Zhongshan WINHA was consolidated under the Company since its inception due to the purpose and design of its establishment. |
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The following financial statement amounts and balances of Zhongshan WINHA have been included in the accompanying consolidated financial statements. |
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| | September 30, | | March 31, | | | | | | | |
| | 2014 | | 2014 | | | | | | | |
| | (Unaudited) | | | | | | | | | |
Total assets | | $ | 2,741,201 | | $ | 389,357 | | | | | | | |
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Total liabilities | | $ | 1,537,273 | | $ | 463,680 | | | | | | | |
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| | | | | | April 15, 2013 | |
| | | | For the six | | (inception) | |
| | For the three months ended | | months ended | | through | |
| | September 30, | | September 30, | | September 30, | |
| | 2014 | | 2013 | | 2014 | | 2013 | |
| | (Unaudited) | | (Unaudited) | | (Unaudited) | | (Unaudited) | |
Net income (loss) | | $ | 669,905 | | $ | 107,850 | | $ | 398,521 | | $ | -147,955 | |
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USE OF ESTIMATES | ' |
USE OF ESTIMATES |
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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 certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
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FOREIGN CURRENCY TRANSLATION | ' |
FOREIGN CURRENCY TRANSLATION |
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Almost all Company assets are located in the PRC. The functional currency for the majority of the Company’s operations is the Renminbi (“RMB”). The Company uses the United States Dollar (“US Dollar” or “US$” or “$”) for financial reporting purposes. The financial statements of the Company have been translated into US dollars in accordance with FASB ASC 830, “Foreign Currency Matters.” |
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All asset and liability accounts have been translated using the exchange rate in effect at the balance sheet date. Equity accounts have been translated at their historical exchange rates when the capital transactions occurred. Statements of income amounts have been translated using the average exchange rate for the periods presented. Adjustments resulting from the translation of the Company’s financial statements are recorded as other comprehensive income (loss). |
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The exchange rates used to translate amounts in RMB into US dollars for the purposes of preparing the financial statements are as follows: |
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| | | September 30, | | | March 31, | | | | | |
| | | 2014 | | | 2014 | | | | | |
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Balance sheet items, except for stockholders’ equity, as of year or period end | | | | 0.1624 | | | | 0.1622 | | | | | |
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| | | | For the six | | April 15, 2013 | |
| | | | months ended | | (inception) | |
| | For the three months | | September | | through | |
| | ended September 30, | | 30 | | September 30, | |
| | 2014 | | 2013 | | 2014 | | 2013 | |
Amounts included in the statements of income, statements of changes in stockholders’ equity and statements of cash flows for the period | | | 0.1623 | | | 0.1621 | | | 0.1622 | | | 0.1617 | |
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For the three months ended September 30, 2014 and 2013, foreign currency translation adjustments of $(651) and $197, respectively, have been reported as other comprehensive income. For the six months ended September 30, 2014 and 2013, foreign currency translation adjustments of $(370) and $178 have been reported as other comprehensive income. Other comprehensive income of the Company consists entirely of foreign currency translation adjustments. Pursuant to ASC 740-30-25-17, “Exceptions to Comprehensive Recognition of Deferred Income Taxes,” the Company does not recognize deferred U.S. taxes related to the undistributed earnings of its foreign subsidiaries and, accordingly, recognizes no income tax expense or benefit from foreign currency translation adjustments. |
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Although government regulations now allow convertibility of the RMB for current account transactions, significant restrictions still remain. Hence, such translations should not be construed as representations that the RMB could be converted into US dollars at that rate or any other rate. |
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The value of the RMB against the US dollar and other currencies may fluctuate and is affected by, among other things, changes in the PRC’s political and economic conditions. Any significant revaluation of the RMB may materially affect the Company’s financial condition in terms of US dollar reporting. |
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WEBSITE DEVELOPMENT COSTS | ' |
WEBSITE DEVELOPMENT COSTS |
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The Company accounts for website development costs in accordance with ASC 350-50, "Accounting for Website Development Costs", wherein website development costs are segregated into three activities: |
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| 1 | Initial stage (planning), whereby the related costs are expensed. | | | | | | | | | | | |
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| 2 | Development stage (web application, infrastructure, graphics), whereby the related costs are capitalized and amortized once the website is ready for use. Costs for development content of the website may be expensed or capitalized depending on the circumstances of the expenditures. | | | | | | | | | | | |
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| 3 | Operating stage, whereby the related costs are expensed as incurred. Upgrades are usually expensed, unless they add additional functionality. | | | | | | | | | | | |
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The Company has incurred $7,168 and $4,184 of website development costs as intangible assets for the six months ended September 30, 2014 and for the period from April 15, 2013 (inception) to September 30, 2013, respectively. The costs related to the development of graphics for the Company’s online sales platform which is currently in use and being amortized. The portion of website expansion, which currently is being developed, has been capitalized as “website expansion in progress”, was $29,898 and $22,730 for the six months ended September 30, 2014 and for the period from April 15, 2013 (inception) to September 30, 2013, respectively, |
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COMPREHENSIVE INCOME (LOSS) | ' |
COMPREHENSIVE INCOME (LOSS) |
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The Company follows the provisions of the FASB ASC 220 “Reporting Comprehensive Income”, and establishes standards for the reporting and display of comprehensive income, its components and accumulated balances in a full set of general purpose financial statements. For the three and six months ended September 30, 2014 and for the period from April 15, 2013 (inception) to September 30, 2013, the Company’s comprehensive income (loss) includes the net income (loss) and foreign currency translation adjustments. |
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REVENUE RECOGNITION | ' |
REVENUE RECOGNITION |
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The Company recognizes and plans to recognize from the the following channels: |
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| ⋅ | Retail stores - The Company recognizes sales revenue from its retail stores, net of sales taxes and estimated sales returns at the time it sells merchandise to the customer. Customer purchases of shopping cards are not recognized as revenue until the card is redeemed and the customer purchases merchandise by using the shopping card. Revenue generated from retail stores was $324,132 and $0 for three months ended September 30, 2014 and 2013. Revenue generated from retail stores was $374,574 and $0 for the six months ended September 30, 2014 and the period from April 15, 2013 (inception) to September 30, 2013. | | | | | | | | | | | |
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| ⋅ | Online store – Each franchise owner was required to pay us a website construction and maintenance fee. The Company accounted for this website construction and maintenance fee revenue on a deferred basis, whereby revenue was recognized ratably over the service agreement period. No revenue from the online store was generated from April 15, 2013 (inception) to September 30, 2014. | | | | | | | | | | | |
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| · | Mobile store – Revenue is recognized on the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. No revenue from the mobile store was generated from April 15, 2013 (inception) to September 30, 2014. | | | | | | | | | | | |
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| · | Franchise stores – The Company will collect an annual franchise fee from each franchisee for its services including but not limited to management, marketing and consulting. The Company will account for franchise fee revenue on a deferred basis, whereby revenue will be recognized ratably over the one-year agreement period. | | | | | | | | | | | |
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| | In December 2013, before commencing operations, the Company decided to unwind the six existing franchise stores and keep the Company’s physical distribution channel free of franchise stores until the Company is fully in compliance with the PRC laws and regulations of commercial franchises. Consequently, the Company terminated all the existing franchise agreements and refunded the collected website construction and maintenance fees. Even though the existing franchise agreements were terminated, the Company keeps the option of the franchise model open. No revenue from franchise stores was generated for the period from April 15, 2013 (inception) to September 30, 2014. | | | | | | | | | | | |
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| · | Set-Top Box store – Customers can browse the Company’s products on a television set (TV) screen if they choose to install a pre-programmed set-top box on their TVs without additional charge. A set-top box turns a TV into a display device, and customers with a set-top box pre-programmed with our product information can view and select products and complete purchases on a TV screen, among other functions of set-top boxes such as accessing internet web pages, streaming videos and movies, and playing games. Commission revenue is recognized on the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. In addition, set-top boxes are available for customers, and the related revenue is recognized upon delivery and acceptance of set-top boxes by our customers. No revenue from the set-top box store was generated from April 15, 2013 (inception) to September 30, 2014 | | | | | | | | | | | |
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| · | Wholesale revenue is recognized upon delivery and acceptance of products by our distributor, provided in each case that the other conditions of sales are satisfied: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred, upon shipment when title passes; (iii) our price to the buyer is fixed or determinable; and (iv) collectability is reasonably assured. No revenue from wholesale transaction was generated from April 15, 2013 (inception) to September 30, 2014. | | | | | | | | | | | |
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| · | Consignment sales – For the sales of goods which are in our retail stores as merchandise on consignment without being included in the Company’s inventory, revenue is recognized on a net basis. Revenue generated from consignment sales was $3,580 for the three and six months ended September 30, 2014 and no revenue for the period from April 15, 2013 (inception) to September 30, 2013. | | | | | | | | | | | |
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| · | Custom-made sales - The Company started “Custom-made” sales in August 2014. The target customers are commercial customers who can order in the Company’s local stores and make full payments on site. All orders are forwarded to Zhongshan WINHA immediately which arranges the delivery. Revenue from the sale of products is recognized upon delivery to customers provided that there are no uncertainties regarding customer acceptance, there is persuasive evidence of an arrangement, the sales price is fixed and determinable. Revenue generated from custom-made sales was $1,807,308 and $0 for the three months ended September 30, 2014, and 2013. Revenue generated from custom-made sales was $1,875,615 and $0 for the six months ended September 30, 2014 and for the period from April 15, 2013 (inception) to June 30, 2014. | | | | | | | | | | | |
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Zhongshan WINHA grants certain commercial customers limited rights to return products and provides price protection for inventories held by resellers at the time of published price reductions. Zhongshan WINHA establishes an estimated allowance for future product returns based upon historical returns experience when the related revenue is recorded and provides for appropriate price protection reserves when pricing adjustments are approved. |
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Per Zhongshan WINHA’s return policy, customers can return their merchandise in the original box and/or packaging within 7 days. There were no sales returns for the period from April 15, 2013 (inception) to September 30, 2014. |
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VIP Club Program | ' |
VIP Club Program |
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At our existing and any future retail store(s) in Guangdong Province, we offer prepaid cards to customers for purchase. Prepaid cards are not available on our online, mobile, and set-top box stores. Customers can use the prepaid cards to purchase local specialty products at all of our retail store(s), online, mobile or set-top box stores. The cash collected from the sales of prepaid cards is initially recorded as “advance from customers” on the consolidated balance sheets and subsequently recognized as revenues when the prepaid cards are redeemed to purchase products. In connection with prepaid card sales, we offer club memberships (“VIP Club Memberships”) to qualified VIP customers (the “VIP Club Members). To receive one VIP Club Membership, a customer is required to purchase in one transaction prepaid cards of RMB 30,000 (approximately US $4,866) and, recruit 30 registered members (the “Registered Members”) to our store(s). Registered Members receive special promotions and discounts as do VIP Club Members, but unlike VIP Club Members, they do not have to meet the thresholds of prepaid card purchases or member recruiting and are not entitled to profit sharing discussed below. We plan to grant up to 2,500 VIP Club Memberships at stores. Each individual customer can receive up to three VIP Club Memberships. In return for joining the VIP club, the VIP Club Members receive in cash each quarter, a total of 40% of the quarterly net income of all of our retail stores in Guangdong Province on an aggregated basis, if these retail stores, on an aggregated basis, record net income (under the U.S. GAAP standard) for that quarter. The cash award is distributed within 15 calendar days after each quarter end among the VIP Club Members pro rata according to the number of their membership(s). If any adjustment is made to the net income amount of retail stores after the review or audit by our independent registered public accounting firm, we reflect the difference in the next immediate distribution. In addition, when a VIP Club Member refers a new member to the VIP club, the referrer is awarded in the form of prepaid cards, 10% of the amount that the new member spends on his or her first-time purchase of prepaid cards. |
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This VIP Club Membership program is designed to improve the cash flow of our retail stores and enhance their operating performance in the long run by utilizing the VIP club members as a marketing force. Both “net income” and “referral” awards are treated as promotional expenses. The Company has not sold any VIP Club Members. |
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Membership Reward Program | ' |
Membership Rewards Program |
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The Company has a membership points program in which the Company awards points to customers when they initially join the program. The customers also earn one point for each Renminbi spent at the online or the mobile stores. |
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Under the membership points program, the points earned can be used to pay for future purchases at the online or the mobile stores. The membership points never expire and cannot be exchanged for cash. |
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The free points offered when the customers initially join the membership program are recorded as expense at the time of use. |
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Regarding the points which the customers earn from money spent on the online or mobile stores, the Company allocates the transaction price to the product and the points on a relative standalone selling price basis whereas the portion of the points will be recognized upon redemption. The Company accrues liabilities for the estimated value of the points earned and expected to be redeemed. The accrual is based on all outstanding reward points related to prior purchases at the end of each reporting period, as the Company does not currently have sufficient historical data to reasonably estimate the usage rate of these reward points. These liabilities reflect our management’s best estimate of the cost of future redemptions. Deferred revenue of $12,145 and $6,264 was recorded as of September 30, 2014 and March 31, 2014, respectively. |
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VULNERABILITY DUE TO OPERATIONS IN PRC | ' |
VULNERABILITY DUE TO OPERATIONS IN PRC |
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The Company’s operations may be adversely affected by significant political, economic and social uncertainties in the PRC. Although the PRC government has been pursuing economic reform policies for more than twenty years, no assurance can be given that the PRC government will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption or unforeseen circumstances affecting the PRC’s political, economic and social conditions. There is also no guarantee that the PRC government’s pursuit of economic reforms will be consistent, effective or continue. |
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CASH AND CASH EQUIVALENTS | ' |
CASH AND CASH EQUIVALENTS |
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The Company considers all demand and time deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents The Company’s cash is held in financial institutions located in PRC and Hong Kong. These accounts are not covered by any insurance. The Company believes these financial institutions are of high credit quality. |
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INVENTORY | ' |
INVENTORY |
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Inventory, comprised principally of merchandises, is stated at the lower of cost or market. Cost of inventory is determined using the weighted average cost method. Adjustments are recorded to write down the cost of inventory to the estimated market value for slow-moving merchandise and damaged goods. The amount of write down is also dependent upon factors such as whether the goods are returnable to vendors, inventory aging, historical and forecasted consumer demand, and the promotional environment. |
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Write downs are recorded in cost of goods sold in the consolidated statements of operations and comprehensive income (loss). |
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No write downs were recorded in the period from April 15, 2013 (inception) to September 30, 2014. |
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PROPERTY AND EQUIPMENT | ' |
PROPERTY AND EQUIPMENT |
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Property and equipment are stated at cost less accumulated depreciation. Gains or losses on dispositions of property and equipment are included in operating income (loss). Major additions, renewals and betterments are capitalized, while maintenance and repairs are expensed as incurred. |
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Depreciation and amortization are provided over the estimated useful lives of the assets using the straight-line method from the time the assets are placed in service. Estimated useful lives are as follows, taking into account the assets' estimated residual value: |
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Classification | | Estimated useful life | | | | | | | | | | | |
Furniture, fixtures and equipment | | 2 to 5 years | | | | | | | | | | | |
Leasehold improvements | | Over the shorter of lease terms or estimated useful life of the improvements. | | | | | | | | | | | |
Motor vehicles | | 5 years | | | | | | | | | | | |
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LONG LIVED ASSETS | ' |
LONG LIVED ASSETS |
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The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. When these events occur, the Company assesses the recoverability of these long-lived assets by comparing the carrying amount of the asset to the future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the future undiscounted cash flow is less than the carrying amount of the asset, the Company recognizes an impairment equal to the difference between the carrying amount and fair value of the asset. |
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No impairments were recorded for the period from April 15, 2013 (inception) to September 30, 2014. |
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VALUE ADDED TAXES | ' |
VALUE ADDED TAXES |
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The Company's PRC subsidiaries and branches are subject to VAT at a rate of 17% on proceeds received from customers, and are entitled to a refund for VAT already paid or borne on the goods purchased by it that have generated the gross sales proceeds. The VAT balance is recorded in taxes payable on the consolidated balance sheets. |
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INCOME TAXES | ' |
INCOME TAXES |
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The Company accounts for income taxes in accordance with FASB ASC 740, “Income Taxes” (“ASC 740”), which requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes. Deferred tax assets and liabilities represent the future tax consequences for those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. As of September 30, 2014, the deferred tax asset was $8,013, for net operating loss carryforwards of Zhongshan WINHA. A full valuation allowance against this deferred tax asset was established due to the uncertainty in realizing its benefits. |
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ASC 740 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position would be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with these tax positions. As of September 30, 2014 and March 31, 2014, the Company did not record any liabilities for unrecognized tax sbenefits. |
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ASC 740 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position would be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, and accounting for interest and penalties associated with these tax positions. As of September 30, 2014 and March 31, 2014, the Company did not record any liabilities for unrecognized tax benefits. |
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The income tax laws of various jurisdictions in which the Company and its subsidiaries operate are summarized as follows: |
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United States |
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The Company is subject to United States tax at graduated rates from 15% to 35%. No provision for income tax in the United States has been made as the Company had no U.S. taxable income for the three and six months ended September 30, 2014 and 2013. |
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Cayman |
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C&V International Holdings Company Limited is incorporated in the BVI and is governed by the income tax laws of the BVI. According to current BVI income tax law, the applicable income tax rate for the Company is 0%. |
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Hong Kong |
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WINHA International Investment Holdings Company Limited is incorporated in Hong Kong. Pursuant to the income tax laws of Hong Kong, the Company is not subject to tax on non-Hong Kong source income. |
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PRC |
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Zhongshan WINHA is subject to an Enterprise Income Tax at 25% and files its own tax return. |
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RECLASSIFICATIONS | ' |
RECLASSIFICATIONS |
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Certain amounts in the prior year’s financial statements have been reclassified for comparative purposes to conform to the presentation in the current year’s financial statements. These reclassifications had no effect on previously reported earnings. |
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