The company’s twelve month operating plan is dependent on raising additional capital through equity security sales, debt instruments and private financing in the amount of $75,000. In addition to the $75,000 need for the operating plan the company will need approximately $10,000 for completing this registration. Mr. Sjauta President and major shareholder has agreed to fund the Company, through a written agreement until such time as the Company raises $75,000 for the operating plan and $10,000 for registration expenses. such time as the Company raises $75,000 for the operating plan and $10,000 for registration expenses Mr. Sjauta has agreed to charge six (6) percent interest for the loaned funds.
Once the Company raises the necessary $75,000 and the necessary marketing material are printed, we will begin marketing and selling Hydra Pitcher, the Company’s one product. If we are not able to obtain the full amount required to finance our operations, we will reduce the amount we have allocated for our marketing materials accordingly.
BUSINESS FACILITIES
Global Holding International is located at 4921 Birch Street Ste 110, Newport Beach, California 92660. The Company’s telephone number is: (949) 988-0968.
SPECIAL FEATURES OF THE COMPANY
Global will market one product, Hydra Pitcher a handheld water enrichment and filtration system to home owners in the Southern California area. Global expects to generate its corporate revenue from the sale of Hydra Pitcher a handheld water filter system. Global believes that its Hydra Pitcher unit is an inexpensive personal water filtration system that filters water. Accordingly, there is a need for a personal water apparatus that filters water.
OVERALL STRATEGIC DIRECTION
The Company plans to establish its reputation with home owners in the handheld water filtration system industry, thereby attracting new clients and building out its network of operations. Initially, the Company aims to form long term working relationships with a number of home owners in the Southern California, area.
DESCRIPTION OF PRODUCTS
Bernard Sjauta, CEO and Director of Global, developed an idea over the last year of what he believes will be a successful marketing program for Global’s hand held water pitcher filter system (Hydra Pitcher) for home owners..
The chemistry and technology of the Hydra Pitcher was developed by Bernard Sjauta in 2010.
The technology for the multi-stage water filter system was developed and commercialized in 2010 by Bernard Sjauta and Grace Hung under us patent US 20120091070 A1.
In 2010 the technology for the multi-stage water treatment and enrichment method and apparatus was and further developed by Velara Inc.. In 2014 Velara Inc. began selling a standalone counter application called Velaqua water filter.
The following provides brief overviews of the water filter system offered by Velara Inc. Global Holding International one product the Hydra Pitcher will use Velara Inc. patented muti-stage water treatment and enrichment method and apparatus (US 20120091070 A1).
Velara Inc. was founded by Grace Hung in 2009 when the company received use of the patented muti-stage water treatment and enrichment method and apparatus (US 20120091070 A1).
How the Multi-Stage Water Treatment and Enrichment Method and Apparatus Works
CLAIM OF BENEFIT TO RELATED APPLICATIONS as stated in US 20120091070 A1
This application claims the benefit of U.S. Provisional Application 61/393,924 entitled “Water Treatment Apparatus & Method of Use Thereof”, filed Oct. 17, 2010.
TECHNICAL FIELD
The present invention relates generally to the field of water treatment. Moreover, it pertains specifically to a water treatment and filtration apparatus that will transform common tap water into healthy mineralized purified drinking water.
BACKGROUND
The following information is taken directly from Patent publication US 20120091070 A1.
“It is well understood that untreated water can contain a wide variety of contaminants that can cause illness if consumed. These contaminants include various microorganisms (e.g., parasites, bacteria, pathogens, etc.), disinfection byproducts (e.g., bromate, chlorite, etc.), disinfectants (e.g., chlorine, chloramines, etc.), inorganic chemicals (e.g., arsenic, cadmium, lead, mercury, etc.), organic chemicals (e.g., tetrachloroethylene, trichloroethylene, etc.), and radionuclides (e.g., alpha and beta particles). A more complete listing of common drinking water contaminants is provided at the United States Environmental Protection Agency website.”
“Most of the water we consume is treated to remove harmful levels of these and other contaminants. Treated drinking water is readily obtainable from various sources including tap water, tap water that is further treated at the home with personal water filtration systems, and commercially treated drinking water. Tap water is usually treated at municipal water departments. Nevertheless, tap water has been shown to contain small levels of contaminants that are a result of the treatment of the water, the delivery of the water through pipes, and contaminant regrowth. For instance, chlorine is a highly efficient disinfectant that is used to treat tap water and kill harmful bacteria that are contained in the untreated water or pipes that carry the water. However, remnants of chlorine in the tap water can be harmful to humans when consumed in sufficiently high quantities or consumed over a long period of time. Additionally, the chlorine can react with materials in the pipes that carry the water to form other harmful contaminants such as trihalomethanes.”
“Accordingly, many people use personal water filtration systems to further treat tap water. Personal water filtration systems treat water in one of two ways: filtration and purification. Purification often involves passing water through activated carbon particles or ion exchange resins. These techniques have been shown to effectively remove 93-99% of contaminants from water. Personal water filtration systems include (1) inexpensive water filters such as Brita® filtration pitchers and faucet filtration and (2) more expensive personal water filtration systems such as Culligan® drinking water systems.”
“Some consumers prefer commercially treated water instead of tap water or water that has been treated with personal water filtration systems, because of the belief that commercially treated water is more pure. Furthermore, some consumers prefer commercially treated water, because the water is enriched with minerals and other elements. Some minerals have been proven to be beneficial to one's health, whereas some other minerals are only believed to be beneficial to one's health. Minerals can also be used to alter the taste of water. To distinguish commercially treated water from the treated water that is obtained from the above described personal water filtration systems, commercially treated water is often marketed as “mineral water” or “enriched water” to highlight the presence of the minerals within the water.”
“One of the downsides to commercially treated water is that the water is brought to market using plastic bottles. Not only do these bottles produce excessive waste, these bottles can over time reintroduce harmful contaminants into the treated water. Specifically, many of these bottles are created from petroleum based plastics. These plastics contain Bisphenol A or BPA which is an organic compound with estrogenic properties. When exposed to heat, the BPA from the plastic can begin to seep into the water thereby contaminating the water with this harmful compound.”
“Currently, there is no effective and inexpensive personal water filtration system that filters, purifies, and enriches water. Accordingly, there is a need for a personal water treatment and enrichment apparatus that filters, purifies, and enriches water. There is a need to allow for different and combinable forms of enrichment including mineral enrichment, magnetization, alkalinity balancing, and water softness balancing.”
SUMMARY OF THE INVENTION
“Some embodiments provide a new and useful multi-stage water treatment and enrichment method and apparatus for the filtration, purification, mineralization, magnetization, and preservation of water, which is simpler in construction, more universally usable, and more versatile in operation than other personal water filtration systems. The apparatus generally comprises an upper water reservoir, a lower water reservoir, a treatment and enrichment cartridge, a water dispensing tap valve, and a preservation cartridge.”
“The upper water reservoir acts as a receptacle for receiving untreated water, tap water, well water, rain water, reclaimed water, reuse water or other types of potable water. The upper water reservoir has an opening near the center of its bottom face that allows the water to pass from the upper water reservoir to the treatment and enrichment cartridge.”
“In some embodiments, the cartridge is comprised of a porous pass through ceramic filter and a set of chambers containing different particles for purifying and enriching water. The pores of the ceramic filter are of a specified size to trap contaminants exceeding the specified size of the pores without blocking the passage of water through the pores. In some embodiments, the ceramic filter is detachable from the remainder of the cartridge so that the pores of the ceramic filter can be cleaned at periodic intervals to maintain proper water flow through the filter. The ceramic filter can be washed or scrubbed to remove the contaminants trapped along the outer surface of the ceramic filter. Each time the ceramic filter is cleaned, a layer of ceramic is removed, and a new clean layer of ceramic is exposed.”
“Filtered water passes through the ceramic filter to the treatment and enrichment cartridge. The treatment and enrichment cartridge is composed of various separated chambers. Each chamber of the cartridge performs one of water purification and water enrichment. More specifically, each chamber can perform a different type of purification or enrichment including different types of mineralization. In some embodiments, a first cartridge chamber performs water purification. The first chamber contains particles of activated carbon or particles of silver impregnated granulated activated carbon. As water passes through the first chamber and comes into contact with the particles therein, the contaminants within the water are absorbed thereby purifying the water. A seep-through membrane separates the particles in the first chamber from the particles in a second chamber of the cartridge.”
“In some embodiments, the second chamber and subsequent chambers of the cartridge perform water enrichment including different types of mineralization. To do so, the second chamber contains particles of a single mineral or particles of a blend of minerals. As water comes into contact with the particles, a trace amount of the mineral becomes infused with the water. The longer the water is in contact with the mineral particles, the greater the amount of mineralization. The duration in which the water remains in the chamber is controlled by increasing or decreasing the size of the chamber to hold more or less mineral particles or by altering the seep-through membrane in a manner that increases or decreases the throughput of water through the chamber. Additional mineralization chambers may be included below the second chamber with each mineralization chamber separated by a seep-through membrane that keeps the mineral particles apart. Each such chamber can include different mineral particles to provide different combinations of water enrichment with different minerals and different quantities of mineralization.”
“To accommodate different user preferences, cartridges may be produced with chambers that contain different mineral particles or quantities of mineral particles. The different combinations and quantities can be used to alter the mineral content of the water, the taste of the water, the softness of the water, and the alkalinity of the water. In some embodiments, the cartridge chambers are configurable and include an outer threaded top and a complimentary inner threaded bottom so that the top of one chamber can screw into the bottom of another chamber thereby allowing the consumer to mix and match chambers with different mineral particles in order to control the enrichment process according to personal preferences.”
“After the water passes through the cartridge, the treated and enriched water is deposited into the lower reservoir. A preservation cartridge within the lower reservoir maintains the treated and enriched water by preventing growth of secondary organisms. In some embodiments, the preservation cartridge contains minerals, such as zeolites, that are toxic to algae and bacteria. In addition to the minerals that aid in the preservation of the water, the preservation cartridge may also contain other minerals that further contribute to the mineralization of the water as the water is stored in the lower reservoir. This can ensure that the water retains a certain percentage of mineral content, a certain pH, a certain softness, etc. where some of these properties may otherwise dissolve or lose concentration as the water sits in the lower water reservoir for long periods of time.”
“Water may be dispensed from the lower reservoir using the water dispensing tap valve. The dispensed water is the filtered, purified, and mineralized water. In some embodiments, the dispensed water is also magnetized using a magnet that is encased and located along the water dispensing tap valve.”
“Some embodiments enhance the water treatment and enrichment apparatus with optional water heating and cooling chambers, manual or automatic refill by means of a water inlet shut off valve, a filter replacement timer, a pH level indicator, and an electrical power line plug-in chord of the type common for use in residential or commercial household electrical systems.”
Manufacturing:
Velara Inc. will have the water pitcher filter system manufactured for the Global Holding International by an unaffiliated third party Megafresh Water Filter Limited. Megafresh Water Filter Limited, is located at Mega Trade Centre, No. 1 Mei Wan, Tsuen Wan, New Territory, Hong Kong.
Global Holding International will only sell the Hydra Pitcher. The contract allows Global Holding International to purchase finished Hydra Pitcher units from Velara that are then sold under the Hydra Pitcher brand name. Global Holding International has an exclusive contract to sell Hydra Pitcher. Velara Inc. will not sell the Hydra Pitcher Unit.
Packaging:
Velara Inc. will package each Hydra Pitcher unit and ship it to the end customer. Once an order is placed it takes Velara Inc. approximately thirty to forty five (30 to 45) days, to package, ship/mail the finished product to the Global Holding International’s customer. Velara Inc. can provide all packaging needs in connection with the Hydra Pitcher unit. Global Holding International has not packaged any product for the Company at this time. Global Holding International has a formal agreement with Velara Inc. to package its one product Hydra Pitcher.
Initial Sales Strategy:
We have established a two -prong sales approach; our first prong utilizes direct sales through Bernard Sjauta. Our direct sales is being conducted by Bernard Sjauta, he is currently attempting to market the product locally in the Southern , California area to home owners. His current marketing strategy consists of various Point of Sale material including posters and flyers developed by Bernard Sjauta in the past several months. The second prong of our sales approach will be through the internet when funds become available to complete our website.
We intend to derive income from these sales and our goal is establish brand recognition.
Subsequent Sales Strategy
Global Holding International is commenceing the marketing of its one product, “Hydra Pitcher”, a handheld water pitcher filter system called Hydra Pitcher for sale to the general public.. Moreover, it pertains specifically to a water treatment apparatus that will filter common tap water for drinking .
Global has a contract with Velara Inc. (Velara) The contract allows Global to purchase finished handheld water filtration pitcher systems from Velara that are then sold under the brand name Hydra Pitcher. Velara has never sold their handheld water pitcher filter system to any end users, distributors or sales agents. On March 29, 2014 Global acquired the exclusive rights to market and sell Velara’s handheld water filtration pitcher system for 15 years worldwide. Global will be marketing for sale one product the handheld water enrichment and filtration pitcher system to be called “Hydra Pitcher”.
The Company is presently developing its marketing program to sell its one product, “Hydra Pitcher”, an hand held water pitcher filter system to the general public through our direct sales program, and through our website: http://www.globalholdinginternational.com which is currently under development/construction. The Company has not sold the product to anyone at this time. Global Holding International is considered a development stage company because it has not commenced its major operations. In addition the Company has achieved nominal revenue in connection with its business to date. As a result we are a startup company, that is, we have no operating history , and are at a competitive disadvantage.
In order to bring the Company’s product to market, the Company will need to seek additional capital of approximately $75,000 for the operating plan and $10,000 to complete this registration. Of the entire $75,000 of additional capital we will seek, only $28,500 initially will be used by the Company for marketing materials. If the Company is unable to obtain additional financing at reasonable cost, it would be unable to have its product manufactured, package and shipped to the end user. As of November 30, 2014, the Company’s working capital consists of $9,900 which is not sufficient to fund the sale of its one product, “Hydra Pitcher”, an handheld water pitcher filter system through Bernard Sjauta our President.
FEATURES OF THE PRODUCT
The Company believes that there is a role for companies that can provide quality products at affordable pricing.
Our form of product may involve assisting a home owner in the following:
| · | Delivery of one product to a home owner without having to store the product; |
| | |
| · | The ability of the Company to speak directly to Home Owners about the product. |
The Company does not intend to market any other products.
THE WATER PITCHER FILTER INDUSTRY
Competition:
There are numerous companies and individuals who are engaged in the water pitcher filter system business, and such business is intensely competitive. We believe the highly specialized nature of our corporate focus enables us to be a better long-term partner for our clients (home owners) than if we were organized as a traditional retail store.
The Company believes that by offering a quality product through Velara Inc. technology will bring customers to Global Holding International. Nevertheless, many of our competitors have significantly greater financial and other resources as well as greater managerial capabilities than we do and are therefore, in certain respects, in a better position than we are to provide water pitcher filter systems. We believe our ability to compete will depend upon many factors both within and outside our control, including, but not limited to pricing as well as the timing and market acceptance of our water pitcher filter system (Hydra Pitcher). We will face direct competition from several privately-held companies, both online and direct marketing companies.
Many of our existing and potential competitors, which will include online water pitcher filter system businesses are focusing more closely on internet based sales, these companies have longer operating histories, significantly greater financial, technical and marketing resources, greater name recognition and a larger installed customer base than we will. Furthermore, there is the risk that larger financial companies which offer internet and direct sales may decide to use extremely low pricing rates in the tag and cover market to acquire and accumulate customer accounts and additional shelf space at stores. We do not plan to offer extremely low pricing; therefore, such pricing techniques, should they become common in our industry, could have a material, adverse effect on our results of operations, financial condition and business model.
Generally, competitors may be able to respond more quickly to new or emerging changes in customer requirements or to devote greater resources to the development, promotion and sale of their products than we will.
There can be no assurance that our potential competitors will not develop products comparable or superior to those that will be developed and offered by us or adapt more quickly than us to changing customer requirements, or that we will be able to timely and adequately complete the implementation, and appropriately maintain and enhance the operation, of our business model. Increased competition could result in price reductions, reduced margins, failure to obtain any significant market share, or loss of market share, any of which could materially adversely affect our business, financial condition and results of operations. There can be no assurance that we will be able to compete successfully against current or future competitors, or that competitive pressures faced by us will not have a material adverse effect on our business, financial condition and results of operations.
There can be no assurance that we will be able to compete against these water pitcher filter system companies such as the following:
Brita Gmbh
Brita Gmbh is headquartered in Taunusstein (near Wiesbaden), Germany. Corporate structure Owner-managed family company Limited liability company (GmbH) under German law, with the corporate divisions of BRITA Home (product solutions for private domestic use), BRITA Professional (product solutions for commercial use) and BRITA Ionox (drinking water dispensers for use in public establishments and offices). Number of employees world wide 1,010. Production plants in Germany, United Kingdom and Switzerland.
Products for private households
· Water filter jugs
· BRITA "On Line" under-the-sink water filters for BRITA-optimized water straight from the kitchen sink
· "On Tap" filters fixed directly to the water tap
· Accessories: glass carafes and water bottles
According to the Brits Group’s published sustainability report dated 2012
Sales turnover - worldwide (in € millions)
2001: 133.7
2002: 162.1
2003: 171.7
2004: 183.1
2005: 190.9
2006: 218.4
2007: 254.7
2008: 275.0
2009: 282.8
2010: 302.7
2011: 320.7
Culligan
Culligan is an international water treatment products company headquartered in Rosemont, Illinois. Culligan specializes in water softeners, water filtration systems and bottled water for residential and office applications.
The company currently has over 600 dealers in the United States and Canada and sells its products in more than 90 countries. Its main competitors are a division of Veolia STI: Aquadem, and BWT in Europe.
Culligan was acquired by United States Filter in 1998; US Filter was acquired by Vivendi in 1999. Vivendi spun off its water business in 2000, and the resulting company, Veolia Environnement, sold Culligan to Clayton, Dubilier & Rice in 2003. In 2004, Entrepreneur Magazine named Culligan the number one franchise in its industry. Centerbridge Partners acquired Culligan in 2012.
CURRENT BUSINESS FOCUS
The Company’s business focus is to provide a quality handheld water enrichment and filtration that provides filtered water to home owners in the Southern California area along with, at a reasonable price, to the largest percentage of the target market population as possible. The Company believes that the ability to deliver a consistent product is the main factor in fostering a repeat customer base, greater advisory network and reputation.
ADVANTAGES OF COMPETITORS OVER US
The Company believes the following are some of the advantages of competitors over us: (i) presently the Company does not have an established regular customer base and (ii) many of its competitors (Brita and Culligan) have at this time significantly greater financial and other resources than we do and are therefore, in certain respects, in a better position to provide handheld water pitcher filter systems to the public.
COMPETITIVE ADVANTAGES
The Company believes that its key competitive advantages are: (i) it has experienced management. Our sole Director and President Mr. Sjauta has over 24 years of experience in the marketing, sales and business operations. The Company believes that the knowledge, relationships, reputation of Mr. Sjauta management will help it to build and maintain its client base and (ii) through performance, the Company hopes to develop a repeat customer base, and a greater advisory network and reputation.
RESEARCH AND DEVELOPMENT
The Company is not currently conducting any research and development activities. However if research and development is required in the future, we intend to rely on third party service providers.
EMPLOYEES
Bernard Sjauta is the sole Director, Chief Executive Officer, President, Secretary, and Principal Executive Officer and Principal Financial Officer of GLOBAL HOLDING INTERNATIONAL. The Company plans to employ individuals on an as needed basis. The Company anticipates that it will need to hire additional employees as the business grows. In addition, the Company may expand the size of our Board of Directors in the future.
LEGAL PROCEEDINGS
From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.
TRANSACTIONS WITH PROMOTERS
(1) The Company has not made any arrangements or made any payments of any kind to promoters other than to our President, Bernard Sjauta. Mr. Sjauta has committed to fund the Company during its first year in the amount of $85,000.
(2) The Company has not acquired any assets from anyone other than Mr. Sjauta who has committed to fund the Company during its first year in the amount of $85,000.
PLAN OF OPERATION
THIS SECTION OF THE PROSPECTUS INCLUDES A NUMBER OF FORWARD-LOOKING STATEMENTS THAT REFLECT OUR CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE. FORWARD-LOOKING STATEMENTS ARE OFTEN IDENTIFIED BY WORDS LIKE: BELIEVE, EXPECT, ESTIMATE, ANTICIPATE, INTEND, PROJECT AND SIMILAR EXPRESSIONS, OR WORDS WHICH, BY THEIR NATURE, REFER TO FUTURE EVENTS. YOU SHOULD NOT PLACE UNDUE CERTAINTY ON THESE FORWARD-LOOKING STATEMENTS, WHICH APPLY ONLY AS OF THE DATE OF THIS PROSPECTUS. THESE FORWARD-LOOKING STATES ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM HISTORICAL RESULTS OR OUT PREDICTIONS.
RESULTS OF OPERATIONS
March 28, 2014 (inception) to November 30, 2014
Global Holding International was formed in the state of Nevada on March 28, 2014, to establish sales of the Company’s one product, a handheld water filtration pitcher system called Hydra Pitcher that filters water.
Global has a contract with Velara Inc. (Velara) The contract allows Global to purchase finished handheld water filtration pitcher systems from Velara that are then sold under the brand name Hydra Pitcher. Velara has never sold their handheld water pitcher filter system to any end users, distributors or sales agents. On March 29, 2014 Global acquired the exclusive rights to market and sell Velara’s handheld water filtration pitcher system for 15 years worldwide. Global will be marketing for sale one product the handheld water pitcher filter system to be called “Hydra Pitcher”.
The Company has not distributed the product to anyone. The Company plans to start marketing Hydra Pitcher in the Southern California area. The Company will not have its Hydra Pitcher product manufactured until the company has sold the product to an end user. Global is considered a development stage company because it has not commenced its major operations. In addition the Company has only achieved nominal revenue in connection with its business to date. As a result we are a startup company; that is, we have no operating history , and are at a competitive disadvantage.
We expect to continue to incur losses for at least the next 12 months. We do not expect to generate revenue that are sufficient to cover our expenses, and we do not have sufficient cash and cash equivalents to execute our plan of operations for at least the next 12 months. We will need to obtain additional financing, through equity security sales, debt instruments and private financing, to conduct our day-to-day operations, and to fully execute our business plan. We plan to raise the capital necessary to fund our business through the sale of equity securities, debt instruments or private financing. (See “Plan of Operation”)
Since our inception on March 28, 2014 through November 30, 2014, we have incurred cumulative losses of $1,335.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The Company’s Chief Executive Officer, President, Chief Financial Officer, Secretary, sole Director Bernard Sjauta is the "Promoter” within the meaning of Rule 405 of Regulation C. The following table sets forth the name and age of our officer and director as of November 18, 2014.
Executive Officer and Director
NAME | | AGE | | POSITION/INITIAL ELECTION | | APPOINTMENT DATE |
Bernard Sjauta | | 47 | | Chief Executive Officer, President, Chief Financial Officer, Secretary and Director | | March 29, 2014 |
The Directors will hold office until the next annual meeting of the security holders following their election and until their successors have been elected and qualified. The Board of Directors appoints Executive Officers. Our Executive Officers hold their offices until they resign, are removed by the Board, or his/her successor is elected and qualified.
Set forth below is a description of the recent employment and business experience of our sole Director and Executive Officer:
Bernard Sjauta, Chief Executive Officer, President, Chief Financial Officer, Secretary and Director
Bernard Sjauta, aged 47, is the Chief Executive Officer, President, Secretary, Chief Financial Officer and Director (Principal Executive Officer) and (Principal Financial Officer) of the Company. He was appointed on March 29, 2014 and is responsible for overseeing all aspects of the Company.
2006 – 2014 | President of Zen Water Systems, LLC, a Southern California company that marketed and distributed several products including a standalone counter water filtration system. |
2006 – 2013 | President of LifePharm, Inc. a company involved in developing and distribution of natural health supplement products. LifePharm manufactured all its products in the United States for retail distribution in South East Asian. During its peak LifePharm had over 100 brands in over 1500 points of sale throughout six Asian countries. |
2001 – 2006 | Serves as CEO of Liquid Air, Inc. , an atmospheric water generator manufacturing and distribution company. Instrumental in bringing the company from start-up stage to mass production and international marketing mainly in United States, Asia and Africa. |
EDUCATION
1990 | University of Southern California, Los Angeles, California with a degree in Business Administration with emphasis in Marketing and Management |
| 1984 | Singapore American School, Singapore |
| High School Degree (U.S. Curriculum) |
1983 | United World College S.E.A. Singapore |
Completed GCE O’ Level examinations from University of London (British Curriculum)
After graduating Mr. Sjauta returned to run his family’s South East Asian Business group, which consisted of 15 subsidiaries with over 1,500 employees, primarily in the field of real estate development, construction, import and export, manufacturing and land reclamation services. In 2006 Mr. Sjauta served as president of a U.S. based natural health supplement company. In 2006 Mr. Sjauta also founded Zen Water Systems, LLC, a water purification company, Bernard lives in Southern Orange County with his family.
AUDIT COMMITTEE
The Company does not presently have an Audit Committee and the Board acts in such capacity for the immediate future due to the limited size of the Board. The Company intends to increase the size of its Board in the future, at which time it may appoint an Audit Committee.
The Audit Committee will be empowered to make such examinations as are necessary to monitor the corporate financial reporting and the external audits of the Company, to provide to the Board of Directors (the "Board") the results of its examinations and recommendations derived there from, to outline to the Board improvements made, or to be made, in internal control, to nominate independent auditors, and to provide to the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters that require Board attention.
COMPENSATION COMMITTEE
The Company does not presently have a Compensation Committee and the Board acts in such capacity for the immediate future due to the limited size of the Board. The Company intends to increase the size of its Board in the future, at which time it may appoint a Compensation Committee.
The Compensation Committee will be authorized to review and make recommendations to the Board regarding all forms of compensation to be provided to the executive officers and directors of the Company, including stock compensation, and bonus compensation to all employees.
INDEPENDENT DIRECTOR/CORPORATE GOVERNANCE COMMITTEE
Our Board of Directors currently consists of only Bernard Sjauta. We are not a “listed company” under SEC rules and therefore are not required to have separate committees comprised of independent directors. We do not have independent director(s) at this time.
The Company does not presently have a Corporate Governance Committee and the Board acts in such capacity for the immediate future due to the limited size of the Board. The Company intends to increase the size of its Board in the future, at which time it may appoint a Corporate Governance Committee.
The Corporate Governance Committee will be responsible for reviewing developments in corporate governance practices, evaluating the adequacy of our corporate governance practices and reporting and making recommendations to our Board of Directors concerning corporate governance matters.
NOMINATING COMMITTEE
The Company does not have a Nominating Committee and the full Board acts in such capacity.
REMUNERATION OF DIRECTORS AND OFFICERS
Global Holding International has made no provisions for paying cash or non-cash compensation to its officers and sole director. No salaries are being paid at the present time, and none will be paid unless, or until such time as, the Company is able to raise $75,000 for the operating plan and $10,000 to complete this registration statement.
EXECUTIVE COMPENSATION
The following table sets forth the compensation of our sole Executive Officer for the period from inception on March 28, 2014 through the period ending November 30, 2014.
Summary compensation table
Name And Principal position | Year | | Salary($) | | | Bonus($) | | | Stock Awards($) | | | Option Awards($) | | | Non-Equity Incentive Plan Compensation($) | | | Nonqualified Deferred Compensation Earnings($) | | | All Other Compensation($) | | | | Total($) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Bernard Sjauta, CEO | 2014 (1) | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | $ | 0 | | | | $ | 0 | |
(1) For the period March 28, 2014 (inception) to November 30, 2014.
On March 29, 2014, the Company issued 10,000,000 founder’s shares to Bernard Sjauta at the par value of $0.001 in exchange for proceeds of $10,000.
Mr. Sjauta has not received directly or indirectly anything else of value from the Company (including money, property, contracts, options or rights of any kind.
Employment Agreement
To date, Global Holding International has no written employment agreement in effect, with its Executive Officer and does not intend to enter into an employment agreement with Mr. Sjauta.
Stock option plan
We do not have a stock option plan and we have not issued any warrants, options or other rights to acquire our securities.
Employee Pension, Profit Sharing or other Retirement Plans
We do not have a defined benefit, pension plan, profit sharing or other retirement plan.
Director's compensation
At present we do not pay our directors compensation for attending meetings of our Board of Directors. We have no standard arrangement pursuant to which our directors are compensated for any services provided as a director or for committee participation or special assignments, but may reimburse Directors for reasonable expenses incurred in attending meetings.
Transactions With Promoters
(1) The Company has not made any arrangements or made any payments of any kind to promoters other than to our President, Bernard Sjauta. Mr. Sjauta has committed to fund the Company during its first year in the amount of $85,000.
(2) The Company has not acquired any assets from anyone other than Mr. Sjauta who has committed to fund the Company during its first year in the amount of $85,000.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth certain information regarding beneficial ownership of our securities by (i) each person who is known by us to own beneficially more than five percent (5%) of the outstanding shares of each class of our voting securities, (ii) each of our directors and executive officers, and (iii) all of our directors and executive officers as a group. We believe that each individual or entity named has sole investment and voting power with respect to the securities indicated as beneficially owned by them, subject to community property laws, where applicable, except where otherwise noted:
As of the date of this prospectus, 10,000,000 shares of common stock were issued and outstanding.
| Number of Shares | | Percentage of Outstanding Shares | |
Name and Address (1) | Beneficially Owned | | Prior to Offering | | After Offering | |
| | | | | Max 8,000,00 | | | Min 2,00,000 | |
Bernard Sjauta | | | 10,000,000 | | | 100% | | | 55.5% | | | 83% | |
| | | | | | | | | | | | | |
Officers and Directors as a group (1 person) | | | 10,000,000 | | | 100% | | | 55.5% | | | 83% | |
| (1) | The address of the sole officer and sole director is 4921 Birch Street Suite 110, Newport Beach, California 92660 |
INTEREST OF
MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
As of the date of this prospectus, there are no material agreements or proposed transactions, whether direct or indirect, with any of the following: except as stated below in items #1, #2 and #3.
1. Global Holding International has a one year lease agreement for office space with Velara Inc. The sole officer and director of Velara Inc. is Grace Hung who is the wife of Bernard Sjauta.
2. Global Holding International has a contract to purchase one product a hand held water pitcher filter system from Velara Inc. The sole officer and director of Velara Inc. is Grace Hung who is the wife of Bernard Sjauta.
3. Abacus Properties is the holder of the patent technology of the water pitcher system. Abacus Properties is a California corporation owned and controlled by Bernard Sjauta and Grace Hung. Bernard Sjauta is the President of the company and owns 50% of the outstanding shares of Abacus Properties. Grace Hung is the wife of Bernard Sjauta and is the Secretary of Abacus Properties and owns 50% of the outstanding shares of Abacus Properties. Abacus Properties has given Velara Inc. the right to use the patent technology for 20 years.
TRANSFER AGENT AND REGISTRAR
Transfer Agent and Registrar: The Company acts as its own transfer agent at this time. When this registration statement becomes effective the Company will use for our common stock the services of ISLAND STOCK TRANSFER INC., 100 Second Avenue South, Suite 705S, St Petersburg, FL 33701, Telephone (727) 459-7378 Facsimile (727) 290-3961.
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of Primary Offering, we will have outstanding Eighteen Million (18,000,000) shares of common Of these shares, the Eight Million (8,000,000) shares to be sold in the offering, will be freely tradable in the public market without restriction under the Securities Act, unless the shares are held by our "affiliates," as that term is defined in Rule 144 under the Securities Act.
The remaining shares of common stock outstanding upon completion of the offering will be "restricted securities," as that term is defined in Rule 144. Restricted securities may be sold in the public market only if they are registered or if they qualify for an exemption from registration, such as the exemption afforded by Rule 144.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
We have adopted provisions in our certificate of incorporation that limit the liability of our Directors for monetary damages for breach of their fiduciary duty as directors, except for liability that cannot be eliminated under the Nevada General Corporation Law. Nevada law provides that directors of a company will not be personally liable for monetary damages for breach of their fiduciary duty as directors, except for liabilities:
* | For any breach of their duty of loyalty to us or our security holders; |
* | For acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; |
* | For unlawful payment of dividend or unlawful stock repurchase or redemption, as provided under Section 174 of the Nevada General Corporation Law; or, |
* | For any transaction from which the director derived an improper personal benefit. |
In addition, our bylaws provide for the indemnification of officers, directors and third parties acting on our behalf, to the fullest extent permitted by Nevada General Corporation Law, if our board of directors authorizes the proceeding for which such person is seeking indemnification (other than proceedings that are brought to enforce the indemnification provisions pursuant to the bylaws).
These indemnification provisions may be sufficiently broad to permit indemnification of the registrant's executive officers and directors for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. No pending material litigation or proceeding involving our directors, executive officers, employees or other agents as to which indemnification is being sought exists, and we are not aware of any pending or threatened material litigation that may result in claims for indemnification by any of our directors or executive officers.
Our articles of incorporation and applicable Nevada law provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney's fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees, or agents, upon such person's written promise to repay us if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us, which we will be unable to recoup.
We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933, as amended (the “Securities Act”), and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with the securities being registered, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.
DESCRIPTION OF SECURITIES TO BE REGISTERED
General
We are authorized to issue an aggregate number of 74,099,998 shares of capital stock, of which 73,999,999 shares are common stock, $0.001 par value per share, and 99,999 shares are preferred stock, $0.001 par value per share.
The Company issued to the founder Ten Million (10,000,000) shares of common stock for $10,000. As of November 18, 2014, there are Ten Million (10,000,000) shares issued and outstanding at a value of $0.001 per share.
Common Stock
We are authorized to issue 73,999,999 shares of common stock, $0.001 par value per share. Currently we have 10,000,000 shares of common stock issued and outstanding.
Each share of common stock shall have one (1) vote per share for all purposes. The holders of a majority of the shares entitled to vote, present in person or represented by proxy shall constitute a quorum at all meetings of our shareholders. Our common stock does not provide a preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our common stock holders are not entitled to cumulative voting for election of the board of directors.
Holders of common stock are entitled to receive ratably such dividends as may be declared by the board of directors out of funds legally available therefore as well as any distributions to the security holder. We have never paid cash dividends on our common stock, and do not expect to pay such dividends in the foreseeable future.
In the event of a liquidation, dissolution or winding up of our Company, holders of common stock are entitled to share ratably in all of our assets remaining after payment of liabilities. Holders of common stock have no preemptive or other subscription or conversion rights. There are no redemption or sinking fund provisions applicable to the common stock.
Preferred Stock
We are authorized to issue 99,999 shares of preferred stock, $0.001 par value per share. The preferred stock may be divided into any number of series as our directors may determine from time to time. Our directors are authorized to determine and alter the rights, preferences, privileges and restrictions granted to and imposed upon any wholly issued series of preferred stock, and to fix the number of shares of any series of preferred stock and the designation of any such series of preferred stock. As of the date of this filing, we do not have any preferred shares issued and outstanding.
Dividends
We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
There are no outstanding warrants to purchase our securities.
Options
There are no outstanding stock options to purchase our securities.
INTEREST OF NAMED EXPERTS AND COUNSEL
No expert or counsel named in this Prospectus as having prepared or certified any part thereof or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of our common stock was employed on a contingency basis or had or is to receive, in connection with the offering, a substantial interest, directly or indirectly, in us. Additionally, no such expert or counsel was connected with us as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.
The financial statements included in this prospectus and the registration statement have been audited by M&K CPAS, PLLC to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There have been no disagreements regarding accounting and financial disclosure matters with our independent certified public accountants.
We have not previously been subject to the reporting requirements of the Securities and Exchange Commission. We have filed with the Commission a registration statement on Form S-1 under the Securities Act with respect to the shares offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to our securities and us you should review the registration statement and the exhibits and schedules thereto.
You can inspect the registration statement and the exhibits and the schedules thereto filed with the commission, without charge, in our files in the Commission's public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can also obtain copies of these materials from the public reference section of the commission at 100 F Street, N.E., Room 1580 Washington, D.C. 20549, at prescribed rates. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Commission maintains a web site on the Internet that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission at http://www.sec.gov.
REPORTS TO SECURITY HOLDER
As a result of filing the registration statement, we are subject to the reporting requirements of the federal securities laws, and are required to file periodic reports and other information with the SEC. We will furnish our security holder with annual reports containing audited financial statements certified by independent public accountants following the end of each fiscal year and quarterly reports containing unaudited financial information for the first three quarters of each fiscal year following the end of such fiscal quarter.
GLOBAL HOLDING INTERNATIONAL
(a development stage company)
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm | | F-1 |
| | |
Balance Sheet as of November 30, 2014 | | F-2 |
| | |
Statement of Operations for the period from March 28, 2014 (inception) to November 30, 2014 | | F-3 |
| | |
Statement of Stockholder’s Equity for the period from March 28, 2014 (inception) to November 30, 2014 | | F-4 |
| | |
Statement of Cash Flows for the period from March 28, 2014 (inception) to November 30, 2014 | | F-5 |
| | |
Notes to Financial Statements | | F-6 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Global Holding International
(A Development Stage Company)
We have audited the accompanying balance sheet of Global Holding International (A Development Stage Company) as of November 30, 2014, and the related statements of operations, stockholder’s equity and cash flows for the period from inception on March 28, 2014, through November 30, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company was not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration 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’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Global Holding International (A Development Stage Company) as of November 30, 2014, and the related statements of operations, stockholder’s equity and cash flows for the period from inception on March 28, 2014, through November 30, 2014, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has an accumulated deficit of $1,335, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ M&K CPAS, PLLC
http://www.mkacpas.com
Houston, Texas
December 18, 2014
GLOBAL HOLDING INTERNATIONAL.
(a development stage company)
BALANCE SHEET
November 30, 2014
ASSETS |
Current assets: | | | | |
Cash | | $ | 8,800 | |
Prepaid Rent Expense | | | 1,100 | |
| | | | |
| | | | |
Total assets | | $ | 9,900 | |
| | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY |
Current liabilities: | | | | |
Accounts payable | | $ | 1,235 | |
| | | | |
Total liabilities | | | 1,235 | |
| | | | |
Stockholders' equity: | | | | |
Preferred stock, $0.001 par value; 99,999 shares authorized, 0 shares issued | | | 0 | |
Common stock, $0.001 par value; 73,999,999 shares authorized, 10,000,000 shares issued and outstanding | | | 10,000 | |
Additional paid in capital | | | 0 | |
Deficit accumulated during development stage | | | (1,335 | ) |
Total stockholders' equity | | | 8,665 | |
| | | | |
Total liabilities and stockholders' equity | | $ | 9,900 | |
The accompanying notes are an integral part of these financial statements
GLOBAL HOLDING INTERNATIONAL
(a development stage company)
STATEMENT OF OPERATIONS
For the Period from March 28, 2014 (date of inception) through November 30, 2014
OPERATING EXPENSES: | | | |
Selling, general and administrative expenses | | $ | 1,335 | |
Total operating expenses | | | 1,335 | |
| | | | |
Loss from operations | | | (1,335 | ) |
| | | | |
OTHER EXPENSE | | | | |
| | | | |
Net loss before provision of income tax | | | (1,335 | ) |
Income taxes | | | 0 | |
| | | | |
Net loss | | $ | (1,335 | ) |
| | | | |
Net income (loss) per common share, basic | | $ | (.001 | ) |
| | | | |
Weighted average number of common shares outstanding, basic and diluted | | | 10,000,000 | |
The accompanying notes are an integral part of these financial statements
GLOBAL HOLDING INTERNATIONAL
(a development stage company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the Period from March 28, 2014 (date of inception) through November 30, 2014
| | COMMON STOCK | | | ADDITONAL PAID IN CAPITAL | | | ACCUMULATED DEFICIT | | | TOTAL STOCK HOLDER EQUITY | |
| | SHARES | | | AMOUNT | | | | | | | | | | | | |
March 28, 2014 (inception) | | | 0 | | | $ | 0 | | | | 0 | | | $ | 0 | | | $ | 0 | |
Founder shares for cash | | | 10,000,000 | | | | 10,000 | | | | | | | | | | | | 10,000 | |
Loss | | | | | | | | | | | 0 | | | | 1,335 | | | | 1,335 | |
Balance November 30, 2014 | | | 10,000,000 | | | $ | 10,000 | | | | 0 | | | $ | (1,335 | ) | | $ | 8,665 | |
The accompanying notes are an integral part of these financial statements
GLOBAL HOLDING INTERNATIONAL
(a development stage company)
STATEMENT OF CASH FLOWS
For the Period from March 28, 2014 (date of inception) through November 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES: | | | |
Net loss | | $ | (1,335) | |
Adjustments to reconcile net loss to net cash used in operating activities: | | | | |
Changes in operating assets and liabilities: | | | | |
Accounts payable and accrued expenses | | | | |
Net cash used in operating activities | | | (1,335) | |
| | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | |
| | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | |
Proceeds from sale of common stock | | | | |
Payment for note receivable- officer | | | | |
Proceeds from issuance of promissory note | | | | |
Proceeds from issuance of promissory note - shareholder | | | | |
Net cash provided by financing activities | | | | |
| | | | |
Net increase in cash | | | | |
Cash, beginning of period | | | 10,000 | |
| | | | |
Cash, end of period | | $ | 8,800 | |
| | | | |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | | | 0 | |
| | | | |
Interest paid | | $ | 0 | |
Income taxes paid | | $ | 0 | |
| | | | |
Non cash investing and financing activities: | | | 0 | |
| | $ | | |
The accompanying notes are an integral part of these financial statements
GLOBAL HOLDING INTERNATIONAL
(a development stage company)
NOTES TO FINANCIAL STATEMENTS
NOVEMBER 30, 2014
Note 1 – Nature of Business and Significant Accounting Policies
Nature of Business
Global Holding International (“the Company”, “Global”) was incorporated in the state of Nevada on March 28, 2014 (“Inception”). The Company was formed to develop, to market and sell a handheld water filtration system. The Company will market the product named Hydra Pitcher and through traditional sales methods.
These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein.
Development Stage Company
The Company is currently considered a development stage company as defined by FASB ASC 915-10-05. As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date. An entity remains in the development stage until such time as, among other factors, revenues have been realized. To date, the development stage of the Company’s operations consists of developing the business model and marketing concepts.
The Company has adopted a fiscal year-end of November 30.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
We maintain cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.
Fair Value of Financial Instruments
Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, prepaid expenses and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments. The Company had no items that required fair value measurement on a recurring basis.
Basic and Diluted Loss Per Share
The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, there were no outstanding potential common stock equivalents and therefore basic and diluted earnings per share result in the same figure.
Stock-Based Compensation
The Company adopted FASB guidance on stock based compensation upon inception at February 17, 2012. Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The Company has not had any stock and stock options issued for services and compensation for period from March 28, 2014(inception) to March 31, 2012.
Revenue Recognition
Once sales commence, revenue recognition will occur at the time of sale of merchandise to Global’s customers, in compliance with FASB ASC 605, “Revenue Recognition”. Sales are expected to include the sale of merchandise through direct sales generated by cold calling marketing efforts and the Company’s internet store, net of sales taxes collected and net of estimated customer returns. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company will allow customers to return merchandise under most circumstances. The reserve for returns will be included in accrued liabilities in the Company’s balance sheet. The reserve is estimated based on the Company’s historical experience of returns made by customers. The Company will defer any revenue from sales in which payment has been received, but the earnings process has not occurred. No sales have yet commenced.
GLOBALHOLDING INTERNATIONAL
(A Development Stage Company)
Notes to Financial Statements
Advertising and Promotion
All costs associated with advertising and promoting products are expensed as incurred. There were no advertising or promotional expenses during the period from March 28, 2014(inception) to November 30, 2014.
Website Development Costs
The Company accounts for website development costs in accordance with ASC 350-50, “Accounting for Website Development Costs” (“ASC 350-50”), wherein website development costs are segregated into three activities:
1) Initial stage (planning), whereby the related costs are expensed.
2) Development (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.
3) Post-implementation (after site is up and running: security, training, admin), whereby the related costs are expensed as incurred. Upgrades are usually expensed, unless they add additional functionality.
There have been no website development costs from inception through the date of this report.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement 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. A valuation allowance is provided for significant deferred tax assets when it is more likely than not, that such asset will not be recovered through future operations.
Uncertain Tax Positions
In accordance with ASC 740, “Income Taxes” (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.
Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities.
The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.
Recently Issued Accounting Pronouncements
In September 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment. The guidance in ASU 2011-08 is intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Also, the amendments improve the examples of events and circumstances that an entity having a reporting unit with a zero or negative carrying amount should consider in determining whether to measure an impairment loss, if any, under the second step of the goodwill impairment test. The amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.
In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”, which is effective for annual reporting periods beginning after December 15, 2011. ASU 2011-05 became effective for the Company on April 1, 2012. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. In addition, items of other comprehensive income that are reclassified to profit or loss are required to be presented separately on the face of the financial statements. This guidance is intended to increase the prominence of other comprehensive income in financial statements by requiring that such amounts be presented either in a single continuous statement of income and comprehensive income or separately in consecutive statements of income and comprehensive income. The adoption of ASU 2011-05 is not expected to have a material impact on our financial position or results of operations.
GLOBALHOLDING INTERNATIONAL
(A Development Stage Company)
Notes to Financial Statements
In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (ASU 2011-04), which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 became effective for the Company on April 1, 2012. We are currently evaluating ASU 2011-04 and have not yet determined the impact that adoption will have on our financial statements.
Note 2 – Going Concern
As shown in the accompanying financial statements, the Company has no revenues, incurred net losses from operations resulting in an accumulated deficit of $1,335 as of November 30, 2014. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing its business plan in an effort to begin to realize revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful, therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern.
The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
The Company requires $85,000 of additional funds to implement its business plan and to remain a going concern for at least 12 months starting on December 15, 2014. Mr. Sjauta has agreed to fund these amounts until such time as the Company raises $75,000 for the operating plan and $10,000 for registration expenses. The company has executed a loan commitment and promissory note with Mr. Sjauta which is filed as an exhibit.
Note 3 – Related Party
On March 29, 2014, the Company sold 10,000,000 founder’s shares at the par value of $0.001 in exchange for proceeds of $10,000 from the Company’s founder and CEO, of which $10,000 was received in November 20, 2014.
1. Global Holding International has a one year lease agreement for office space with Velara Inc. The sole officer and director of Velara Inc. is Grace Hung who is the wife of Bernard Sjauta.
2. Global Holding International has a contract to purchase one product a hand held water pitcher filter system from Velara Inc. The sole officer and director of Velara Inc. is Grace Hung who is the wife of Bernard Sjauta.
3. Abacus Properties is the holder of the patent technology of the water pitcher system. Abacus Properties is a California corporation owned and controlled by Bernard Sjauta and Grace Hung. Bernard Sjauta is the President of the company and owns 50% of the outstanding shares of Abacus Properties. Grace Hung is the wife of Bernard Sjauta and is the Secretary of Abacus Properties and owns 50% of the outstanding shares of Abacus Properties. Abacus Properties has given Velara Inc. the right to use the patent technology for 20 years.
Note 4 – Fair Value of Financial Instruments
The Company adopted FASB ASC 820-10 upon inception at February 17, 2012. Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.
The Company doesn’t have any financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:
Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. The fair value of the Company’s cash is based on quoted prices and therefore classified as Level 1.
Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.
GLOBALHOLDING INTERNATIONAL
(A Development Stage Company)
Notes to Financial Statements
Note 5 – Stockholder’s Equity
On March 28, 2014, the founder of the Company established 73,999,999 authorized shares of $0.001 par value common stock. Additionally, the Company’s founder established 99,999 authorized shares of $0.001 par value preferred stock.
Common Stock
On March 29, 2014, the Company sold 10,000,000 founder’s shares at the par value of $0.001 in exchange for proceeds of $10,000 from the Company’s founder and CEO, of which $10,000 was received in November 20, 2014.
Note 6 – Income Taxes
The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences.
For the fiscal year ended November 30, 2014, the Company incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At November 30, 2014, the Company had approximately $1,335 of federal net operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in 2034.
GLOBALHOLDING INTERNATIONAL
(A Development Stage Company)
Notes to Financial Statements
The components of the Company’s deferred tax asset are as follows:
| November 30, | |
| 2014 | |
Deferred tax assets: | | |
Net operating loss carry forwards | | $ | 1,335 | |
| | | | |
Net deferred tax assets before valuation allowance | | $ | 1,335 | |
Less: Valuation allowance | | | (467 | ) |
Net deferred tax assets | | $ | 8,665 | |
Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at November 30, 2014, respectively.
A reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. and State statutory income tax rate to pre-tax loss is as follows:
| | November 30, |
| | 2014 |
| | |
Federal and state statutory rate | | 35% |
Change in valuation allowance on deferred tax assets | | (35%) |
In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions.
GLOBALHOLDING INTERNATIONAL
(A Development Stage Company)
Notes to Financial Statements
Note 7 – Subsequent Events
Sales/Revenue
From January 1, 2015 to January 31, 2015 we have sold 588 Hydra Pitcher units. We received $149.00 for each Hydra Pitcher unit that we sold. From January 1, 2015 to January 31, 2015 we generated $87,612 of revenue from the sale of our Hydra Pitcher units.