UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
General Form for Registration of Securities
Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934
EPHS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Nevada |
| 82-4383947 |
(State or other jurisdiction |
| (IRS Employer |
of Incorporation) |
| Identification Number) |
7694 Colony Palm Drive
Boynton Beach, FL 33436
(Address of principal executive offices)(Zip Code)
Telephone Number 212-321-0091
Securities to be registered under Section 12(b) of the Act:
None
Securities to be registered under Section 12(g) of the Act:
Common Stock Class A Common Shares $.001 Par Value
Correspondence to:
John Bentivoglio, president
7694 Colony Palm Drive
Boynton Beach, FL 33436
(212)321-0091
Email:johnbentivoglio@gmail.com
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ |
| Accelerated filer ¨ |
Non-accelerated filer ¨ | (Do not check if a smaller | Smaller reporting company þ |
| reporting company) | Emerging growth company ¨ |
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
EXPLANATORY NOTE
This registration statement on Form 10 (the “Registration Statement”) is being filed by EPHS Holdings, Inc. (“EPHS” the “ Company,” “we,” “us,” or “our ”) in order to register common stock of the Company voluntarily pursuant to Section 12(g) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company is not required to file this Registration Statement pursuant to the Securities Act of 1933, as amended (the “Securities Act”). Once this registration statement is deemed effective, we will be subject to the requirements of Regulation 13A under the Exchange Act, which will require us to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and we will be required to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12(g) of the Exchange Act.
FORWARD LOOKING STATEMENTS
The following discussion, in addition to the other information contained herein should be considered carefully in evaluating the Company’s prospects. Forward-looking statements regarding the Company and its business, financial condition, results of operations and prospects. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions or variations of such words are intended to identify forward-looking statements but are not the exclusive means of identifying forward-looking statements in this Report. Additionally, statements concerning future matters such as revenue projections, projected profitability, growth strategies, possible changes in legislation and other statements regarding matters that are not historical are forward-looking statements.
Forward-looking statements reflect the good faith judgment of its management and the statements are based on facts and factors as the Company currently knows them. Forward-looking statements are subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, but are not limited to, those discussed in the Section identified as “Risk Factors”. You are urged not to place undue reliance on these forward-looking statements which speak only as of the date of the date hereof.
Table of Contents
| Business | 1 | |
| Risk Factors | 4 | |
| Financial Information | 8 | |
| Properties | 8 | |
| Security Ownership of Certain Beneficial Owners and Management | 9 | |
| Directors and Executive Officers | 9 | |
| Executive Compensation | 10 | |
| Certain Relationships and Related Transactions, and Director Independence | 11 | |
| Legal Proceedings | 11 | |
| Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters | 11 | |
| Recent Sales of Unregistered Securities | 12 | |
| Description of Registrant’s Securities to be Registered | 12 | |
| Indemnification of Directors and Officers | 12 | |
| Financial Statements and Supplementary Data | 13 | |
| Changes and Disagreements with Accountants on Accounting and Financial Disclosure | 13 | |
| Financial Statements and Exhibits | 13 |
Item 1.
Corporate History and Background
EPHS Holdings, Inc was incorporated under the laws of the State of Nevada on January 28, 2009 under the name Quantum Bit Induction Technology, Inc. On November 14, 2006 the Company filed Amended and Restated Articles of Incorporation changing its name to Quantubit, Inc. On September 26, 2013 the Company filed a Certificate of Amendment changing its name to Sertant, Inc. Then on January 2, 2018, the Company filed a Certificate of Amendment with the Secretary of State changing its name to EPHS Holdings, Inc.
The Company’s original plan was to build and use technology to mine gold, platinum, precious metals and rare earth metals in situ from seawater and from slurries created from land-based ores. The Company’s property was located in Nevada. The Company also explored developing technology to selectively electroplate precious and rare earth metals from solution or seawater onto collector electrodes. These endeavors were not successful, and the Company has since ceased operations.
With no operations, the Company was placed into receivership on February 15, 2017 (Case No. 2017-10544 as filed in the District Court of Harris County, Texas, 151st Judicial District) and remained in receivership until December 2017. Angela Collette was appointed the Receiver and was also appointed as the Company’s president.
On December 28, 2017 the Company issued to EPHS, Inc., a Florida corporation, 75 million shares of the Company’s common stock for $110,000 which represents approximately 62% of the Company’s issued and outstanding shares of common stock.
The Company is seeking to effect a merger, exchange of capital stock, asset acquisition or other similar business combination (a "Business Combination") with an operating or development stage business (the "Target Business") which desires to utilize our status as a reporting corporation under the Securities Exchange Act of 1934 ("Exchange Act"). In furtherance thereof, we have signed a Letter of Intent to acquire all of the issued and outstanding shares of common stock of Emerald Plants Health Source, Inc. (“Emerald”). Emerald is a Canadian based company engaged in the cultivation of cannabis. The Letter of Intent is subject to certain conditions precedent to closing including delivery by Emerald of audited financial statements. If the acquisition of Emerald does not close by February 28, 2018, Emerald will no longer be bound by the terms and conditions of the Letter of Intent and may, in its sole and absolute discretion terminate the letter of Intent.
Closing of the transaction with Emerald will also be dependent upon certain key personnel of Emerald remaining with Emerald. There can be no assurance that current management will remain associated in any operational capacity with Emerald following closing. Accordingly, we will be dependent, in some significant respects, on the ability of the management of Emerald to continue to operate Emerald. We may also seek to recruit additional managers to supplement the incumbent management of Emerald.
Business Operations
We currently have no operations and nominal cash for ongoing business operations. Mr. Bentivoglio has been funding the Company’s current operations. However, there is no assurance that either himself or a third party will continue to fund our operations. We have no commitment for either additional debt or equity funding from any source.
Emerald
Emerald is a Canadian based company with its operations based in Quebec, Canada. Emerald has applied and submitted an application to Health Canada to secure a commercial cultivation license “ACMPR”.
After securing the license, Emerald will be required to apply for a sales license. In applying for a sales license for cannabis, Emerald will be required to submit its first cannabis crop for inspection. The inspection will examine the cannabis for contaminants and environmental control. If the license is granted, Emerald be able to sell cannabis to licensed distributors throughout Canada.
1
Commercial Cultivation of Cannabis:
In order to become licensed in Canada and the province of Quebec to grow and sell cannabis, licensed commercial cannabis companies must:
·
Maintain their license in good standing;
·
Establish personnel security measures;
·
Comply with and implement good production practices
·
Comply with packaging, shipping, labeling, import and export requirements, and record-keeping requirements.
·
Comply with client registration and ordering requirements
Labeling, testing and notice requirements for cannabis products include:
·
cannabis oil must include the carrier oil used and for cannabis oil in dosage form to include the number of capsules or units in the container, the net weight, and the volume of each capsule or unit
·
fresh and dried marijuana must include the percentage of THC and CBD that could be yielded, taking into the account the potential to convert THC-Acid and CBD-Acid into THC and CBD
·
the accuracy of weight and volume of products in packages must now be between 95% and 105%,
·
Requiring all analytical testing to be done using validated methods (e.g., contaminants, disintegration, and solvent residue testing) and requiring disintegration testing for cannabis oil in capsules or similar dosage forms
·
Requiring notification to the Minister of Health prior to commencing a recall
The facility
Emerald currently leases a facility of approximately 8,400 square feet. square foot facility. Before a license is granted, the facility must meet the following requirements:
1)
Walk-in vault to comply with the Health Canada Security Directives for Controlled Substances;
2)
Building security, including access control, video surveillance and motion detectors;
3)
Equipment to grow the cannabis; and
4)
Laboratory equipment to monitor and test product quality.
The facility will be subject to Good Manufacturing Practices. ("GMP"). GMP isthe national standard for the production of pharmaceuticals. A GMP facility is under strict environmental control to assure manufacturing of sterile, potent and uncontaminated products.
It is not enough to build a GMP facility, it is critically important that it also operate at current Good Manufacturing Practice levels. It must have standard operating procedures (SOPs) in place to ensure proper manufacturing, record keeping and retention, environmental cleaning, and facility and equipment monitoring.
Government Regulation of cannabis
The use of marijuana for medical purposes in Canada is governed by the Marijuana for Medical Purposes Regulations (“MMPR”). MMPR deals exclusively with the medical use of marijuana and does not address the issue of legalizing marijuana for general use.
The Canadian government does not endorse the use of marijuana, but the courts have required reasonable access to a legal source of marijuana when authorized by a physician.
MMPR also sets forth the requirements for licensed producers of medical marijuana. These regulations include:
Physical Security Measures
Good Production Practices
Packaging, Labeling and Shipping Requirements
Import and Export permit, if applicable
2
Physical Security Measures
Production sites need to be located indoors, and not in a private dwelling.
The MMPR sets out physical security requirements that are necessary to secure sites where licensed producers conduct activities with marijuana other than storage.
Health Canada has established security requirements for the storage of all controlled substances including dried marijuana by licensed producers.
All applicants for a producer's license have to demonstrate to Health Canada that they meet these security requirements. Licensed producer sites are subject to compliance and enforcement measures, including regular audits and inspections by Health Canada.
Good Production Practices
Licensed producers are subject to Good Production Practices that are meant, among other things, to ensure the cleanliness of the premises and equipment. The licensed producer is required to employ a quality assurance person with appropriate training, experience, and technical knowledge to approve the quality of dried marihuana prior to making it available for sale.
Product Quality
One of the requirements under Good Production Practices is that licensed producers must test dried marihuana for microbial and chemical contaminants.
Other requirements
Licensed producers must also meet other requirements under Good Production Practices under theMarijuana for Medical Purposes Regulations including, but not limited to:
·
Sanitation Program
·
Standard Operating Procedures
·
Establishment of a Recall System
Packaging, Labeling and Shipping- Consumer Information
Dried marijuana must be packaged in a tamper-evident and child-resistant container and contain standard information about the product (including but not limited to, the weight in grams and the packaging date). In addition, all licensed producers are required to attach a client-specific label, similar to a patient-specific prescription drug label, to the package of dried marijuana.
Import and Export permit
A licensed producer must obtain a permit from the Minister of Health prior to importing or exporting marijuana.
Security Clearance
The following individuals are required to have a valid security clearance under the Marihuana for Medical Purposes Regulations:
·
the applicant (if an individual)
·
all officers and directors of a corporate applicant
·
the proposed Senior Person in Charge
·
the proposed Responsible Person in Charge
·
the proposed Alternate Person(s) in Charge
3
In addition to compliance with statutory guidelines prescribed at the federal level, controlled substances are also subject to regulation at the provincial level. Though provincial-controlled substances laws often mirror federal law, because the provinces are separate jurisdictions, they may separately schedule any product candidates as well. While some Canadian provinces automatically schedule a drug based on federal action, other provinces schedule drugs through rulemaking or a legislative action. Provincial scheduling may delay commercial sale of any product for which we obtain federal regulatory approval and adverse scheduling could have a material adverse effect on the commercial attractiveness of such product.
Item 1A.
The risks and uncertainties described below are not the only ones facing the Company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations. If any of the following risks actually occur, our business could be materially adversely affected. In such case, the Company may not be able to proceed with its planned operations and your investment may be lost entirely.
An investment in our securities is highly speculative and subject to a high degree of risk. Only those who can bear the risk of the entire loss of their investment should participate. Prospective investors should carefully consider the following factors, among others, prior to making an investment in the Securities described herein.
There is a limited trading market in our Common Stock. There can be no assurance that a trading market in our Common Stock or that a trading market can be sustained.
AS SUCH, INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME AND MUST BE ABLE TO WITHSTAND A TOTAL LOSS OF THEIR INVESTMENT.
THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE NOT THE ONLY ONES WE FACE. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN TO US OR THAT WE CURRENTLY DEEM IMMATERIAL MAY ALSO IMPAIR OUR BUSINESS OPERATIONS. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS COULD BE MATERIALLY ADVERSELY AFFECTED. IN SUCH CASE, WE MAY NOT BE ABLE TO PROCEED WITH ITS PLANNED OPERATIONS AND YOUR INVESTMENT MAY BE LOST ENTIRELY.
RISKS ASSOCIATED WITH THE COMPANY'S PROSPECTIVE BUSINESS AND OPERATIONS:
We have no assets and no operations.
We have nominal assets and no operations. There can be no assurance that we will be able to acquire an operating Company. We need to raise additional working capital. We have no commitment for funding and there can be no assurance that we will be able to secure additional debt or equity financing and if obtained, will be available on terms acceptable to us.
Risks Related to Our Financial Condition
It is possible investors may lose their entire investment.
Prospective investors should be aware that if we are not successful in our contemplated business activities, your entire investment in the Company could become worthless. Even if we are successful, in securing financing, there can be no assurances that we will generate sufficient revenues to continue operations.
Because we have not to date acquired an operating company, we have not proven our ability to generate revenues or profits, and any investment in our company is risky.
We have very little meaningful operating history so it will be difficult for you to evaluate an investment in our stock. We cannot assure that we will be able to acquire an operating company, generate revenues or be profitable. As a result, investors will bear the risk of complete loss of their investment in the event we are not successful.
4
Our auditors have raised substantial doubt about its ability to continue as a going concern.
As of December 31, 2017, the Company had an accumulated deficit of $4,011,584. As a result, our Independent Public Accounting Firm has expressed substantial doubt about the Company’s ability to continue as a going concern is dependent upon its ability to secure additional financing, purchase and generate sufficient cash flows to meet its obligations on a timely basis.
We need to raise additional capital to fund our operations.
We do not currently have sufficient capital to fund our current or anticipated operations. We may be unable to obtain additional capital when required. Future business development activities, as well as our administrative requirements (such as salaries, insurance expenses and general overhead expenses, as well as legal compliance costs and accounting expenses) will require a substantial amount of additional capital and cash flow.
We may pursue sources of additional capital through various financing transactions or arrangements, including joint venturing of projects, debt financing, equity financing or other means. We may not be successful in identifying suitable financing transactions in the time period required or at all, and we may not obtain the capital we require by other means. If we do not succeed in raising additional capital, we will not be able to implement our business plan.
Any additional capital raised through the sale of equity may dilute the ownership percentage of our stockholders. Raising any such capital could also result in a decrease in the fair market value of our equity securities because our assets would be owned by a larger pool of outstanding equity. The terms of securities we issue in future capital transactions may be more favorable to our new investors, and may include preferences, superior voting rights and the issuance of other derivative securities, and issuances of incentive awards under equity employee incentive plans, which may have a further dilutive effect.
Our ability to obtain financing may be impaired by such factors as the capital markets (both generally and in our industry in particular), our limited operating history, national unemployment rates and the departure of key employees. Further, economic downturns will likely decrease our revenues and may increase our requirements for capital. If the amount of capital we are able to raise from financing activities, together with our revenues from operations, if any, is not sufficient to satisfy our capital needs (even to the extent that we reduce our operations), we may be required to cease our operations, divest our assets at unattractive prices or obtain financing on unattractive terms.
We face many operating risks.
The acquisition, management and sale of a business involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. These risks include, among other things, lease defaults, uninsured property damage and personal liability insurance, eminent domain as well as natural disasters.
We may encounter unanticipated problems with any acquisition.
Even assuming that we are successful in closing an acquisition, there can be no assurance that the acquired entity will be profitable. Accordingly, no assurance can be given that we will be successful in implementing our business strategy or that we will be successful in achieving our objective. Our prospects for success must be considered in the context of a new company with limited resources in a highly competitive industry. As a result, investors may lose their entire investment.
We may not be able to operate our business successfully or generate sufficient cash flows to meet our operational requirements
Revenues from any targeted acquisition may not be sufficient to meet our cash flow requirements. As a result, we may not be able to implement our business strategies, expansion plans. There is no commitment for additional equity or debt financing. Even if we were to obtain funding, there can be no assurance that it will be available on terms acceptable to the Company.
5
We are dependent upon our CEO for his services and any interruption in his ability to provide his services could cause us to cease operations.
The loss of the services of Gianfranco Bentivoglio, our sole officer and director, could have a material adverse effect on us. We do not maintain any life insurance on Mr. Bentivoglio. The loss of his services could cause investors to lose all or a part of their investment. Our future success will also depend on our ability to attract, retain and motivate other highly skilled employees. Competition for personnel in our industry is intense. We may not be able to assimilate or retain highly qualified employees now or in the future. If we do not succeed in attracting new personnel or retaining and motivating our current personnel, our business will be adversely affected.
The loss of key members of our senior management team could adversely affect the execution of our business strategy and our financial results.
We believe that the successful execution of our business strategy depends on the continued employment of key members of our senior management team. If any members of our senior management team become unable or unwilling to continue in their present positions, our financial results and our business could be materially adversely affected.
Our business will be adversely affected if we are not able to establish and develop an effective work force.
A significant component to our growth strategy is attracting and retaining qualified, creative, innovative and experienced personnel. Our business would be adversely affected if we were unable to succeed in developing an effective workforce. We currently do not employ a workforce capable of generating revenue.
Risks associated with a company engaged in the cultivation and sale of cannabis:
We will be subject to significant governmental regulations.
If we close on the acquisition of Emerald, we will be subject to significant government regulation. Regulations such as compliance with Good Manufacturing Practices, evolving government regulations to the use, growing and distribution of cannabis may adversely impact our operating results. While we intend to comply with all government restrictions, there is no assurance that we will be able to comply with ever changing rules and regulations impacting the cannabis industry.
Recreational use of cannabis is still illegal throughout Canada, with legalization scheduled for July 2018
Canada’s prime minister has advocated to decriminalize cannabis and permit its recreational use. The Canadian government has approved proposals for the recreational use of cannabis. The Canadian federal government has passed a law that would permit recreational use that is scheduled to become law in July 2018, there can be no assurance that when approved, what requirements will be imposed on any company growing or distributing cannabis.
Failure of the government to complete legalization of recreational use of cannabis and the possibility of additional provincial regulations may adverse effect operations.
Cultivators and distributors of cannabis is subject to extensive governmental regulation which increases cost of doing business.
Canada Health imposes substantial requirements on the production and distribution of cannabis. Compliance with these requirements can be costly. More stringent regulations could result in significant compliance costs. Delays in obtaining certifications and regulatory approvals could result in substantial legal and administrative expenses and additionally, conditions imposed in connection with such approvals. The cannabis business also may be affected by legislation and regulations imposing new or greater obligations related to, for example, assisting law enforcement, minimizing environmental impacts, protecting customer privacy, or addressing other issues that affect our business.
We will have many competitors.
If we enter into the cannabis market in Canada we will face intense competition. Many of our competitors may be larger and have greater financial, technical, marketing and other resources than we do.
6
Our ability to compete may depend upon factors outside of our control
Assuming that we close on our acquisition of Emerald, we will encounter factors outside of our control which may inhibit Emerald’s ability to successfully grow, market and sell cannabis throughout Canada. These factors may include:
·
Increased government regulation at both the federal and provincial level;
·
Changes in consumer behavior to use cannabis for either recreational or medical purposes;
·
Price fluctuation in cannabis;
·
Natural disasters may damage our facility; and
·
The strength of the economy
In order to remain competitive, we must have the ability to respond promptly and efficiently to the ever-changing marketplace. We will have to adapt by revamping our own strategies and tactics to adequately respond in changing competitive business climates.
Risks associated with our Common Stock:
There is currently a limited market for our Common Stock.
There is currently a limited market for our common stock. We do not expect that a market will develop in the foreseeable future. The lack of a market may impair the ability to sell shares at the time investors wish to sell them or at a price considered to be reasonable. In the event that a market develops, we expect that it would be extremely volatile.
We do not anticipate paying dividends on our Common Stock.
A dividend has never been declared or paid in cash on our common stock and we do not anticipate such a declaration or payment for the foreseeable future. We expect to use future earnings, if any, to fund business growth. Therefore, stockholders will not receive any funds absent a sale of their shares. We cannot assure stockholders of a positive return on their investment when they sell their shares nor can we assure that stockholders will not lose the entire amount of their investment.
Our chief executive officer and control shareholder may influence matters to be voted on and his interests may differ from, or be adverse to the interests of other stockholders.
The Company’s chief executive officer and majority stockholder controls a majority of our outstanding common stock Accordingly, the Company’s executive officer and majority stockholder possess significant influence over the Company on matters submitted to the stockholders for approval, including the election of directors, mergers, consolidations, the sale of all or substantially all our assets, and also the power to prevent or cause a change in control. This amount of control gives them substantial ability to determine the future of our Company, and as such, they may elect to close the business, change the business plan or make any number of other major business decisions without the approval of shareholders. The interest of our majority stockholders may differ from the interests of our other stockholders and could therefore result in corporate decisions that are averse to other stockholders.
Legislation, including the Sarbanes-Oxley Act of 2002, may make it difficult for us to retain or attract officers and directors.
We may be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of rules and regulations which govern publicly-held companies. The Sarbanes-Oxley Act has resulted in a series of rules and regulations that increase responsibilities and liabilities of directors and executive officers. We are a small company with a limited operating history and no revenues. This may influence the decisions of potential candidates we may recruit as directors or officers. The perceived increased personal risk associated with these recent changes may deter qualified individuals from accepting these roles.
7
Cautionary Note Regarding Forward Looking Statements.
This Registration Statement contains or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Memorandum.
Item 2.
We currently have no operations and will require a significant cash infusion whether in the form of debt or equity financing to continue operations.
Results of Operations
For the Periods Ended December 31, 2017 and 2016
We generated no revenues in either 2017 or 2016. Except for a write-off attributable to share based legal settlement of $2,850,000 in 2017, expenses in 2017 totaled $110,437 and $6,161 in 2016. These expenses were administrative in nature.
Net Loss
Net Loss for the years ended December 31, 2017 and 2016 was $(2,960,437) and $(6,161) respectively.
Liquidity and Capital Resources
At December 31, 2017 and 2016 we had no cash to satisfy payables totaling $6,598 and $6,161 respectively. We will be incurring ongoing professional fees and administrative expenses. We will require a capital infusion to satisfy these ongoing expenses and ultimately acquire an entity that will generate sufficient revenues to satisfy the Company’s ongoing operational expenses.
Our accumulated deficit at December 31, 2017 totaled $(4,011,584) as compared to $(1,051,147) at December 31, 2016.
Off Balance Sheet Arrangements
We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as stockholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity.
Item 3.
Our corporate offices are located at 7694 Colony Palm Drive, Boynton Beach, Florida 33436, the personal residence of Mr. Bentivoglio. Mr. Bentivoglio provides this office space rent free. Until such time as the Company closes on an acquisition, the Company will continue to use this space.
8
Item 4.
Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Management
The following table sets forth certain information concerning the number of shares of the Company’s common stock owned beneficially as of February 21, 2018 by: (i) each of our directors; (ii) each of our named executive officers; and (iii) each person or group known by the Company that beneficially own more than 5% of its outstanding shares of common stock. Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own.
———————
(1).
The shares are beneficially owned by EPHS, Inc. Mr. Bentivoglio is the president and principal shareholder of EPHS, Inc.
(2)
Based on 122,600,892 shares of common stock issued and outstanding.
(3)
The number and percentage of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares, which the individual has the right to acquire within 60 days through the exercise of any stock option or other right. The persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes to this table.
Item 5.
Directors and Executive Officers.
Identification of Directors and Executive Officers
The following table sets forth the names and ages of the Company’s current directors and executive officers:
Name |
| Age |
| Position with the Company |
| Date of Appointment |
Gianfranco (John) Bentivoglio |
| 56 |
| President, Chief Executive Officer, Director Secretary, Treasurer |
| January, 2, 2018 |
Term of Office
Each director of the Company serves for a term of one year or until his successor is elected at the Company’s Annual Shareholders’ Meeting and is qualified, subject to removal by the Company’s shareholders. Each officer serves for a term of two years and until his successor is elected at a meeting of the Board of Directors and is qualified.
Background and Business Experience
Gianfranco (John) Bentivoglio, President, Chief Executive Officer, Secretary, Treasurer and Director
Mr. Bentivoglio is our sole officer and director. He assumed this role on January 2, 2018. With over 30 years of business experience ranging from finance, consulting, operations and strategic planning, Mr. Bentivoglio brings to the Company a vision to make strategic acquisitions which will lay the foundation for the Company’s future growth. Since October 2017 he has served as the president of EPHS, Inc. from 2012 through November 2017 he served as the director, president and CEO of Event Cardio Group, (OTCQB: ECGI) a Canadian based company engaged in inventing, developing and building a cardiac monitoring device that was capable of both Loop Event Recording and Holter monitoring based on a wireless and leadless advanced cardiac monitoring system for diagnostic evaluation. Since 1996 he served as the executive vice present of Profits Consultants, Inc., a Houston, Texas based company which provides consulting services to developmental stage and operating companies in a variety of fields. Prior thereto, Mr. Bentivoglio spent over 30 years in the hospitality industry owning and operating a variety of hotels and restaurants while continuing to work with Profit Consultants.
9
Family Relationship
Not applicable.
Audit Committee and Audit Committee Financial Expert
Not applicable.
Mr. Bentivoglio is our sole director. However, in the coming months and assuming the Company is able to close on an acquisition, the Company intends to expand its Board of Directors and establish an audit committee. The audit committee’s duties will be to recommend to the Company’s board of directors the engagement of an independent registered public accounting firm to audit the Company’s financial statements and to review the Company’s accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls.
Item 6.
The table below summaries the compensation paid to our principle executive officer for the years ended 2017 and 2016.
Summary Compensation Table*
Name and Principal Position |
| Year |
| Salary ($) |
| Bonus ($) |
| Stock ($) |
| Option Awards ($) |
| Non-Equity Incentive Plan Compensation ($) |
| All Other Compensation ($) |
| Total ($) |
Angela Collette |
| 2017 |
| $0 |
| $0 |
| $0 |
| $0 |
| $0 |
| $0 |
| $0 |
Former CEO |
| 2016 |
| $0 |
| $0 |
| $0 |
| $0 |
| $0 |
| $0 |
| $0 |
Name and Principal Position |
| Year |
| Salary ($) |
| Bonus ($) |
| Stock ($) |
| Option Awards ($) |
| Non-Equity Incentive Plan Compensation ($) |
| All Other Compensation ($) |
| Total ($) |
John Bentivoglio |
| 2017 |
| $0 |
| $0 |
| $0 |
| $0 |
| $0 |
| $0 |
| $0 |
CEO |
| 2016 |
| $0 |
| $0 |
| $0 |
| $0 |
| $0 |
| $0 |
| $0 |
———————
*
There were no other salaries paid in either 2017 or 2016.
Equity Compensation Plan
None.
Compensation of Directors
The Company may reimburse its directors for expenses incurred in connection with attending board meetings. The Company has not paid any director's fees or other cash compensation for services rendered as a director since our inception to the date of this filing. The Company has no formal plan for compensating its directors for their service in their capacity as directors.
Long-Term Incentive Plans
None.
Audit Committee
None.
Compensation Committee
None.
10
Employment Agreements
Mr. Bentivoglio does not have an employment agreement and receives no salary. Upon Closing of an acquisition, it is expected that the Company will enter into an employment agreement with Mr. Bentivoglio.
Stock Options Granted and Exercised in Last Year
None.
Item 7.
Certain Relationships and Related Transactions and Director Independence
On December 28, 2018 the Company’s then president, Angela Collette and court appointed receiver issued 75 million shares of the Company’s common stock to EPHS, Inc. for $110,000. Mr. Bentivoglio is the president of EPHS, Inc.
Director Independence
The Company does not have an independent director. Mr. Gianfranco is our sole officer and director.
Item 8.
No proceedings are pending to which the Company or any of its property is subject, nor to the knowledge of the Company, are any such legal proceedings threatened against the Company.
Item 9.
Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
Market Information
The Company’s common stock is subject to quotation on the OTC market under the symbol “STNN”. There is currently no active trading market in the common stock on the OTC market. There can be no assurance that there will be an active trading market for the common stock once the Company becomes a reporting company under the Exchange Act. In the event that an active trading market commences, there can be no assurance as to the market price of the shares of common stock, whether any trading market will provide liquidity to investors, or whether any trading market will be sustained. For the periods indicated, the following table sets forth the high and low bid prices per share of common stock. The below prices represent inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions.
|
| Fiscal 2017 |
| Fiscal 2016 | ||||||||
|
| High |
| Low |
| High |
| Low | ||||
First Quarter ended March 31 |
| $ | 0.75 |
| $ | 0.60 |
| $ | 0.60 |
| $ | 0.60 |
Second Quarter ended June 30 |
| $ | 0.65 |
| $ | 0.62 |
| $ | 0.60 |
| $ | 0.60 |
Third Quarter ended September 30 |
| $ | 0.79 |
| $ | 0.60 |
| $ | 0.60 |
| $ | 0.60 |
Fourth Quarter ended December 31 |
| $ | 0.63 |
| $ | 0.60 |
| $ | 0.64 |
| $ | 0.79 |
Holders
As of December 31, 2017, our shares of common stock were held by approximately 201shareholders of record. The transfer agent of our common stock is Nevada Agency and Transfer Company located at 50 West Liberty Street, Suite 880 Reno, NV 89501 and their telephone number is (775)322-0626.
Dividends
Holders of common stock and preferred shares are entitled to dividends when, as, and if declared by the Board of Directors, out of funds legally available therefore. We have never declared cash dividends on our common stock and our Board of Directors does not anticipate paying cash dividends in the foreseeable future as it intends to retain future earnings, if any to finance the growth of our businesses. There are no restrictions in our articles of incorporation or bylaws that restrict us from declaring a dividend.
11
Item 10.
Recent Sale of Unregistered Securities.
In October 2017, the Company issued 4,750,000 shares of common stock, valued at $0.60 per share according to the OTC market, to a shareholder to resolve a legal claim by the shareholder.
On December 28, 2017 the Company issued to EPHS, Inc., a Florida corporation, whose president is Gianfranco Bentivoglio, 75,000,000 shares, valued at $.001 of the Company’s common stock for $110,000.
The Company believes that the issuances and sale of the restricted shares were exempt from registration pursuant to Section 4(2) of the Act as privately negotiated, isolated, non-recurring transactions not involving any public solicitation. The recipients in each case represented their intention to acquire the securities for investment only and not with a view to the distribution thereof. Appropriate restrictive legends are affixed to the stock certificates issued in such transactions. All recipients of restricted shares either received adequate information about the Company or had access, through employment, relation and/or business relationships with the Company to such information.
1tem 11.
Description of Registrant’s Securities to be Registered
The Company is authorized to issue 2,420,000 shares of capital stock of which 2,400,000 are shares Common Stock, $0.001 of which 122,600,892 are issued and outstanding and 20,000,000 shares of Series A Preferred Stock, $0.0001 par value, none of which are issued and outstanding. Holders of our Series A Preferred shares are entitled to one vote on any matters brought to a vote of the shareholders. Each Series A Preferred Share may be exchanged for one share of the Company’s common stock. The conversion ratio for the Series A Preferred Shares shall remain fixed until June 30, 2018 after which date they will be subject to any capital reorganization.
The future issuance of all or part of its remaining authorized common stock may result in substantial dilution in the percentage of its common stock held by its then existing stockholders. The Company may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by the Company’s investors and might have an adverse effect on any trading market for the Company’s common stock that may develop.
Each share of common stock entitles a stockholder to one vote on all matters upon which shareholders are permitted to vote. No stockholder has any preemptive right or other similar right to purchase or subscribe for any additional securities issued by us, and no stockholder has any right to convert the common stock into other securities. No shares of common stock are subject to redemption or any sinking fund provisions. All the outstanding shares of our common stock are fully paid and non-assessable. Our shareholders of common stock are entitled to dividends when, as and if declared by our board from funds legally available therefore and, upon liquidation, to a pro-rata share in any distribution to shareholders. We do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future.
Item 12.
Indemnification of Directors and Officers
To the fullest extent permitted under Nevada law, our directors and officers shall not be personally liable to the Company or our stockholders for damages for breach of such director’s or officer’s fiduciary duty. The effect of this is to eliminate our rights and the rights of our stockholders (through stockholders’ derivative suits on behalf of the Company) to recover damages against a director or officer for breach of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent behavior), except under certain situations defined by statute. We believe that the indemnification provisions in our articles are necessary to attract and retain qualified persons as directors and officers.
Florida corporate law provides that a corporation may indemnify a director, officer, employee or agent made a party to an action by reason of that fact that he was a director, officer employee or agent of the corporation or was serving at the request of the corporation against expenses actually and reasonably incurred by him in connection with such action if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and with respect to any criminal action, had no reasonable cause to believe his conduct was unlawful.
12
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Item 13.
Financial Statements and Supplemental Data
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| Page |
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Report of Independent Registered Public Accounting Firm |
| F-2 |
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Consolidated Balance Sheets |
| F-3 |
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Consolidated Statements of Operations |
| F-4 |
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Consolidated Statements of Changes in Stockholders’ Equity (Deficit) |
| F-5 |
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Consolidated Statements of Cash Flows |
| F-6 |
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Notes to the Consolidated Financial Statements |
| F-7 |
Item 14.
Changes in and Disagreements with Accountant on Accounting and Financial Disclosure
None.
Item 15.
Financial Statements and Exhibits
Financial Statements
See Index to Financial Statements immediately following the signature page of this report.
Financial Statement Schedules
All financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
Exhibits
Exhibit No. |
| Description |
3.1 |
| |
3.5 |
| |
10.1 |
| Stock Purchase Agreement between Sertant Inc. and EPHS, Inc. for the purchase of 75 million shares of Sertant common stock |
13
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
| EPHS HOLDINGS, INC. | |
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Date: February 23, 2018 | By: | /s/ Gianfranco Bentivoglio |
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| GIANFRANCO BENTIVOGLIO, |
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| |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature |
| Title |
| Date |
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|
/s/ Gianfranco Bentivoglio |
| President and Chief Executive Officer/Director |
| February 23, 2018 |
Gianfranco Bentivoglio |
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14
December 31, 2017 and 2016
Index to the Consolidated Financial Statements
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
EPHS Holdings, Inc. (formerly known as Sertant, Inc.)
Opinion on the Financial Statements
We have audited the accompanying balance sheets of EPHS Holdings, Inc. (the "Company") as of December 31, 2017 and 2016, and the related statements of operations, stockholders' equity, and cash flows, for each of the years in the two-year period ended December 31, 2017, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and cash flows for each of the years in the two-year period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatements of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Emphasis of Matter
The accompanying financial statements have been prepared assuming that the Company will become a going concern. As described in Note 3 to the consolidated financial statements, the Company has no operations nor business plans, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Thayer O’Neal Company, LLC
We have served as the Company's auditor since 2017.
Houston, Texas
February 21, 2018
F-2
(formerly known as Sertant, Inc.)
BALANCE SHEETS
DECEMBER 31, 2017 and 2016
|
| 2017 |
|
| 2016 |
| ||
ASSETS |
|
|
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|
|
| ||
|
|
|
|
|
|
| ||
Current assets |
|
|
|
|
|
| ||
Cash and cash equivalents |
| $ | - |
|
| $ | - |
|
Accounts receivable |
|
| - |
|
|
| - |
|
Other current assets |
|
| - |
|
|
| - |
|
Total assets |
| $ | - |
|
| $ | - |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) |
|
|
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Current liabilities |
|
|
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Accounts payable |
| $ | 6,598 |
|
| $ | 6,161 |
|
Short-term and current long-term debt |
|
| - |
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| - |
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Total liabilities |
|
| 6,598 |
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| 6,161 |
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Stockholders' equity (deficit) |
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Common stock, $0.001 par value, 2,400,000,000 shares authorized; 122,600,892 and 42,850,892 shares issued and outstanding as of December 31, 2017 and 2016, respectively |
|
| 122,601 |
|
|
| 42,851 |
|
Additional paid-in capital |
|
| 3,882,385 |
|
|
| 1,002,135 |
|
Accumulated deficit |
|
| (4,011,584 | ) |
|
| (1,051,147 | ) |
Total stockholders' equity (deficit) |
|
| (6,598 | ) |
|
| (6,161 | ) |
Total liabilities and stockholders' equity (deficit) |
| $ | - |
|
| $ | - |
|
The accompanying notes are an integral part of these financial statements.
F-3
(formerly known as Sertant, Inc.)
STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2017 and 2016
|
| 2017 |
|
| 2016 |
| ||
Total revenue |
| $ | - |
|
| $ | - |
|
Cost of revenue |
|
| - |
|
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| - |
|
Gross profit |
|
| - |
|
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| - |
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Operating expenses |
|
| 2,960,437 |
|
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| 6,161 |
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Loss from Operations |
|
| (2,960,437 | ) |
|
| (6,161 | ) |
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Other income (expense) |
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| - |
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| - |
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Federal income tax expense |
|
| - |
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| - |
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Net loss |
| $ | (2,960,437 | ) |
| $ | (6,161 | ) |
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Weighted average shares - basic and diluted |
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| 44,844,043 |
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| 42,850,892 |
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Loss per share - basic and diluted |
| $ | (0.07 | ) |
| $ | (0.00 | ) |
The accompanying notes are an integral part of these financial statements.
F-4
(formerly known as Sertant, Inc.)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED DECEMBER 31, 2017 and 2016
|
| Common Stock |
|
| Additional Paid |
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| Accumulated |
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| ||||||||
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| Shares |
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| Amount |
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| in Capital |
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| Deficit |
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| Total |
| |||||
BALANCES, January 1, 2016 |
|
| 42,850,892 |
|
| $ | 42,851 |
|
| $ | 1,002,135 |
|
| $ | (1,044,986 | ) |
| $ | - |
|
Net Income |
|
| - |
|
|
| - |
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|
| - |
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|
| (6,161 | ) |
|
| (6,161 | ) |
BALANCES, December 31, 2016 |
|
| 42,850,892 |
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|
| 42,851 |
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|
| 1,002,135 |
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|
| (1,051,147 | ) |
|
| (6,161 | ) |
Issuance of shares for legal settlement |
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| 4,750,000 |
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| 4,750 |
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| 2,845,250 |
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| - |
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| 2,850,000 |
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Share based compensation |
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| 75,000,000 |
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| 75,000 |
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| 35,000 |
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| 110,000 |
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Net Income |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (2,960,437 | ) |
|
| (2,960,437 | ) |
BALANCES, December 31, 2017 |
|
| 122,600,892 |
|
| $ | 122,601 |
|
| $ | 3,882,385 |
|
| $ | (4,011,584 | ) |
| $ | (6,598 | ) |
The accompanying notes are an integral part of these financial statements.
F-5
(formerly known as Sertant, Inc.)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2017 and 2016
|
| 2017 |
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| 2016 |
| ||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
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| ||
Net loss |
| $ | (2,960,437 | ) |
| $ | (6,161 | ) |
Adjustments to reconcile net income (loss) to net cash |
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|
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Issuance of shares for legal settlement |
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| 2,850,000 |
|
|
| - |
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Share based compensation |
|
| 110,000 |
|
|
| - |
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Accounts payable |
|
| 437 |
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| 6,161 |
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CASH USED IN OPERATING ACTIVITIES |
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| - |
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| - |
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CASH FLOWS USED IN INVESTING ACTIVITIES |
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| - |
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| - |
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CASH USED IN FINANCING ACTIVITIES |
|
| - |
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| - |
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Net increase in cash |
|
| - |
|
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| - |
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Cash, beginning of year |
|
| - |
|
|
| - |
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Cash, end of year |
| $ | - |
|
| $ | - |
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SUPPLEMENTAL DISCLOSURES |
|
|
|
|
|
|
|
|
Cash paid for interest |
| $ | - |
|
| $ | - |
|
Cash paid for income taxes |
| $ | - |
|
| $ | - |
|
The accompanying notes are an integral part of these financial statements.
F-6
(formerly known as Sertant, Inc.)
NOTES TO FINANCIAL STATEMENTS
2017 and 2016
NOTE 1 – ORGANIZATION AND BUSINESS DESCRIPTION
EPHS Holdings, Inc. (the “Company”) was incorporated in the State of Nevada on January 28, 1999. The Company’s original plan was to build and use technology to mine gold, platinum, precious metals and rare earth metals in situ from seawater and from slurries created from land-based ores. The Company was originally known as Quantum Induction Technology, Inc. On November 30, 2011, the Company changed its name to Quantumbit, Inc. and continued to operate under this name until September 25, 2013, when the Company’s name was changed to Sertant, Inc.
The Company ceased operations in January 2015.
In February 2017, one of the Company’s shareholders sued the Company for breach of fiduciary duties of care, loyalty and good faith to the Company’s shareholders. In July 2017, the court appointed an exclusive receiver over the Company. In September 2017, the Company entered into an agreement with the shareholder and the receiver to resolve the legal claim by issuing 4,750,000 shares of common stock to the shareholder. On January 2, 2018, the Company’s name was changed to EPHS Holdings, Inc.
The Company’s fiscal year end is December 31.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States. In the opinion of management, these financials include all necessary adjustments to make them not misleading.
Going Concern
Historically, as the Company has no business revenues, it has mostly relied upon funds contributed by shareholders to finance its overhead. Management may raise additional capital by retaining net earnings or through future public or private offerings of the Company’s stock or through loans from private investors, although there can be no assurance that it will be able to obtain such financing. The Company’s failure to do so could have a material and adverse effect on it and its shareholders.
Use of Estimates
These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of assets and liabilities, and correspondingly revenues and expenses, depends on future events, the preparation of financial statements for any period necessarily involves the use of estimates and assumption an example being assumptions in the valuation of stock options. Actual amounts may differ from these estimates. These interim financial statements have, in management's opinion, been properly prepared within reasonable limits of materiality and within the framework of the accounting policies summarized below.
Cash and Cash Equivalents
The Company considers all highly liquid debt instruments, purchased with an original maturity of three months or less, to be cash equivalents.
Net Loss Per Share
Net loss per share is based on the weighted average number of common shares and common shares equivalents outstanding during the years.
F-7
EPHS Holdings, Inc.
(formerly known as Sertant, Inc.)
NOTES TO FINANCIAL STATEMENTS
2017 and 2016
Other Comprehensive Income
The Company has no material components of other comprehensive income (loss), and accordingly, net income (loss) is equal to the comprehensive loss in all years.
Stock-Based Compensation
The Company follows ASC 718-10, Stock Compensation, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions).
Effect of Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.
NOTE 3 – GOING CONCERN
The Company’s financial statements have been prepared on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. However, the Company does not have cash or other current assets, nor does it have an established source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.
The Company has earned no revenue from operations during the year ended December 31, 2017, and has an accumulated deficit of $4,011,584. The Company’s ability to continue as a going concern is dependent upon its ability to develop additional sources of capital and ultimately acquire an entity which the Company hopes will become profitable at some time in the near future. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties. Management is seeking new capital to revitalize the Company.
In the coming year, the Company’s foreseeable cash requirements will relate to continual development of the operations of its business, maintaining its good standing and making the requisite filings with the Securities and Exchange Commission, and the payment of expenses associated with operations and business developments. The Company may experience a cash shortfall and be required to raise additional capital.
NOTE 4 – STOCKHOLDERS’ EQUITY
In October 2017, the Company issued 4,750,000 shares of common stock as a special dividend, valued at $0.60 per share according to the OTC markets, to a shareholder to resolve a legal claim by the shareholder.
On December 28, 2017, the Company issued 75,000,000 shares of common stock, valued at $0.001, as share based compensation for $110,000.
As of December 31, 2017, 122,600,892 shares of common stock were issued and outstanding.
F-8
EPHS Holdings, Inc.
(formerly known as Sertant, Inc.)
NOTES TO FINANCIAL STATEMENTS
2017 and 2016
NOTE 5 – FEDERAL INCOME TAXES
The Company has made no provision for income taxes because there have been no operations to date causing income for financial statements or tax purposes.
Deferred tax assets are detailed below as of December 31, 2017 and 2016, all of which has been reduced by a valuation allowance so they have not been realized for financial statement purposes.
|
| December 31, |
| |||||
|
| 2017 |
|
| 2016 |
| ||
Net operating loss carry-forwards |
| $ | 1,325,043 |
|
| $ | 355,295 |
|
Valuation allowance |
|
| (1,325,043 | ) |
|
| (355,295 | ) |
Net deferred tax assets |
| $ | - |
|
| $ | - |
|
As of December 31, 2017, the Company had net operating losses of approximately $4,011,584 for federal income tax purposes.
NOTE 6 – SUBSEQUENT EVENTS
As of February 1, 2018, 9,000,000 shares of Sertant, Inc. Treasury stock were cancelled.
As of January 11, 2018, 20,000,000 shares of Series A preferred stock par value .0001 were authorized.
The Company has evaluated all transactions from December 31, 2017, through the financial statement issuance date for subsequent event disclosure consideration and noted no other significant subsequent events that need to be disclosed.
F-9
