UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10−Q
(Mark One)
| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: June 30, 2015
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____________ to _____________
Commission File Number: 000-23039
JD INTERNATIONAL LIMITED
(Exact Name of Registrant as Specified in Its Charter)
| Nevada | 25-1605848 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
G/F First Asia Tower, 8 FuiYiuKok
Street, Tsuen Wan, NT, Hong Kong
(Address of principal executive offices, Zip Code)
852 36978989
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] | Accelerated filer [ ] | |
| Non-accelerated filer [ ] (Do not check if a smaller reporting company) | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
The number of shares outstanding of each of the issuer’s classes of common stock, as of August 3, 2016 is as follows:
| Class of Securities | Shares Outstanding | |||
| Common Stock, $0.001 par value | 10,313,000 | |||
| Series A Preferred Stock, $0.001 par value | 15,090,000 | |||
JD INTERNATIONAL LIMITED
Quarterly Report on Form 10-Q
For the Quarter Ended December 31, 2013
TABLE OF CONTENTS
| -2- |
FINANCIAL INFORMATION
JD INTERNATIONAL LIMITED
(A Development Stage Company)
Balance Sheets
June 30, 2015 and September 30, 2014
| June 30, 2015 | September 30,2014 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | -0 | $ | -0 | ||||
| Total assets | $ | -0 | $ | -0 | ||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accrued expenses | 13,500 | -0 | ||||||
| Note payable to controlling shareholder | 194,986 | 152,908 | ||||||
| Accrued interest payable to controlling stockholder | -0 | -0 | ||||||
| Total current liabilities | 208,486 | 152,908 | ||||||
| STOCKHOLDERS' DEFICIT | ||||||||
| Preferred stock - $0.001 par value, 50,000,000 shares authorized, 11,883,800 and 15,090,000 issued and outstanding as of September 30, 2014 and March 31, 2015 | 15,090 | 11,884 | ||||||
| Common stock - $0.001 par value.; 100,000,000 shares authorized.; 831,200 and 6,986,600 shares issued and outstanding as of September 30, 2014 and March 31, 2015 | 10,313 | 831 | ||||||
| Additional paid in capital | 59,028,744 | 59,028,744 | ||||||
| Subscription receivable | (10,932,488 | ) | (10,919,800 | ) | ||||
| Deficit accumulated during development stage | (48,330,145 | ) | (48,274,567 | ) | ||||
| Total Stockholders' deficit | (208,486 | ) | (152,908 | ) | ||||
| Total liabilities and stockholders' deficit | $ | -0 | $ | -0 | ||||
The accompanying notes are an integral part of these financial statements.
| -3- |
JD INTERNATIONAL LIMITED
(A Development Stage Company)
Statements of Operations and Comprehensive Loss
Three and Nine months ended June 30, 2015 and 2014 and
Period from July 5, 1989 (date of inception) through June 30, 2015
| Per 10K filing on 1/9/2014 | ||||||||||||||||||||||||
| Period from | Period from | |||||||||||||||||||||||
| July 5, 1989 | July 5, 1989 | |||||||||||||||||||||||
| Three months ended | Nine months ended | (date of inception) | (date of inception) | |||||||||||||||||||||
| June 30, | June 30, | through | through | |||||||||||||||||||||
| 2015 | 2014 | 2015 | 2014 | June 30, 2015 | June 30, 2014 | |||||||||||||||||||
| Revenues | $ | -00 | $ | -00 | $ | -00 | $ | -00 | $ | -00 | -00 | |||||||||||||
| Operating Expenses | ||||||||||||||||||||||||
| General and administrative expenses | 16,108 | 11,976 | 55,578 | 29,833 | 17,284,919 | 17,229,341 | ||||||||||||||||||
| Depreciation expense | 91,495 | 91,495 | ||||||||||||||||||||||
| Research and development expense | 10,556,405 | 10,556,405 | ||||||||||||||||||||||
| Technology and patent rights acquired | 2,650,000 | 2,650,000 | ||||||||||||||||||||||
| Expense related to warrant extensions | 17,890,676 | 17,890,676 | ||||||||||||||||||||||
| Amortization of goodwill | 535,057 | 535,057 | ||||||||||||||||||||||
| Total operating expenses | 16,108 | 11,976 | 55,578 | 29,833 | 49,008,552 | 48,952,974 | ||||||||||||||||||
| Loss from operations | (16,108 | ) | (11,976 | ) | (55,578 | ) | (29,833 | ) | (49,008,552 | ) | (48,952,974 | ) | ||||||||||||
| Other Income (Expense) | ||||||||||||||||||||||||
| Interest expense | -00 | -00 | -00 | -00 | (362,010 | ) | (362,010 | ) | ||||||||||||||||
| Other income | 1,043,722 | 1,043,722 | ||||||||||||||||||||||
| Other expense | (67,405 | ) | (67,405 | ) | ||||||||||||||||||||
| Equity in loss from unconsolidated subsidiaries | (575,412 | ) | (575,412 | ) | ||||||||||||||||||||
| Impairment loss | (690,124 | ) | (690,124 | ) | ||||||||||||||||||||
| Gain from sale of stock | 1,341,094 | 1,341,094 | ||||||||||||||||||||||
| Total other income (expense) | -00 | -00 | -00 | -00 | 689,865 | 689,865 | ||||||||||||||||||
| Loss before provision for income taxes | (16,108 | ) | (11,976 | ) | (55,578 | ) | (29,833 | ) | (48,318,687 | ) | (48,263,109 | ) | ||||||||||||
| Provision for income taxes | — | — | — | — | — | — | ||||||||||||||||||
| Net Loss | (16,108 | ) | (11,976 | ) | (55,578 | ) | (29,833 | ) | (48,318,687 | ) | (48,263,109 | ) | ||||||||||||
| Comprehensive income | — | — | — | — | — | — | ||||||||||||||||||
| Comprehensive Loss | (16,108 | ) | (11,976 | ) | (55,578 | ) | (29,833 | ) | (48,318,687 | ) | (48,263,109 | ) | ||||||||||||
| Earnings per share of common stock outstanding computed on net loss - | ||||||||||||||||||||||||
| Basic and diluted loss per share | $ | $ | (0.027 | ) | $ | $ | (0.066 | ) | ||||||||||||||||
| Weighted average ordinary shares outstanding | ||||||||||||||||||||||||
| - Basic and diluted | 450,800 | 450,800 | ||||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
| -4- |
JD INTERNATIONAL LIMITED
(A Development Stage Company)
Statements of Cash Flows
Year ended September 31, 2014 and 2014 and
Period from July 5, 1989 (date of inception) through March 31, 2015
| Per 10K filing on 1/9/2014 | ||||||||||||||||
| Period from | Period from | |||||||||||||||
| July 5, 1989 | July 5, 1989 | |||||||||||||||
| Nine months ended | (date of inception) | (date of inception) | ||||||||||||||
| June 30, | through | through | ||||||||||||||
| 2015 | 2014 | June 30, 2015 | September 30, 2014 | |||||||||||||
| Cash Flows from Operating Activities | ||||||||||||||||
| Net loss for the period | (55,578 | ) | (29,833 | ) | (48,330,145 | ) | (48,274,567 | ) | ||||||||
| Adjustments to reconcile net loss to net cash provided by operating activities | -0 | -00 | ||||||||||||||
| Depreciation and amortization | 626,552 | 626,552 | ||||||||||||||
| Gain on sale of stock purchased for investment | (1,341,094 | ) | (1,341,094 | ) | ||||||||||||
| Warrants issued for services | 515,515 | 515,515 | ||||||||||||||
| Expense related to warrant extensions | 17,890,676 | 17,890,676 | ||||||||||||||
| Common stock issued for services | 138,950 | 138,950 | ||||||||||||||
| Common stock issued for License and Marketing agreement | 80,000 | 80,000 | ||||||||||||||
| Impairment loss | 704,491 | 704,491 | ||||||||||||||
| Inventory deposit - BICO | (1,000,000 | ) | (1,000,000 | ) | ||||||||||||
| Equity in loss of unconsolidated subsidiaries | 575,412 | 575,412 | ||||||||||||||
| Accrued interest contributed to equity | 324,879 | 324,879 | ||||||||||||||
| Increase (Decrease) in | -0 | -00 | ||||||||||||||
| Prepaid expenses | -0 | -00 | ||||||||||||||
| Accrued expenses | 13,500 | -0 | 13,500 | -00 | ||||||||||||
| Accrued interest payable | -0 | -0 | 21,429 | 21,429 | ||||||||||||
| Net cash used in operating activities | (42,078 | ) | (29,833 | ) | (29,779,835 | ) | (29,737,757 | ) | ||||||||
| Cash Flows from Investing Activities | ||||||||||||||||
| Purchase of property and equipment | (303,746 | ) | (303,746 | ) | ||||||||||||
| Proceeds from sale of property and equipment | 175,000 | 175,000 | ||||||||||||||
| Net cash paid for common stock purchased for investment | (459,500 | ) | (459,500 | ) | ||||||||||||
| Net activity on notes receivable from related parties | (138,538 | ) | (138,538 | ) | ||||||||||||
| Net cash provided by (used in) investing activities | -7--0 | -0 | (726,784 | ) | (726,784 | ) | ||||||||||
| Cash Flows from Financing Activities | ||||||||||||||||
| Cash received from notes payable to | ||||||||||||||||
| Former majority shareholder and others | 491,077 | 491,077 | ||||||||||||||
| Convertible notes | 42,078 | 29,833 | 173,680 | 131,602 | ||||||||||||
| Cash paid on notes payable | (42,500 | ) | (42,500 | ) | ||||||||||||
| Cash received from sale of common stock | 11,096,834 | 11,096,834 | ||||||||||||||
| Cash received on Regulation S sale of common stock | 288,751 | 288,751 | ||||||||||||||
| Cash received on sale of common stock to BICO | 4,200,000 | 4,200,000 | ||||||||||||||
| Cash received on warrant exercises | 157,946 | 157,946 | ||||||||||||||
| Net activity on cash advanced to/received from BICO | 14,160,060 | 14,160,060 | ||||||||||||||
| Cash paid to acquire treasury stock | (35,001 | ) | (35,001 | ) | ||||||||||||
| Cash contributed as capital to support operations | 15,772 | 15,772 | ||||||||||||||
| Net cash provided by financing activities | 42,078 | 29,833 | 30,506,619 | 30,464,541 | ||||||||||||
| Increase (Decrease) in Cash | -0 | -0 | (0 | ) | (0 | ) | ||||||||||
| Cash at beginning of period | -0 | -0 | -0 | |||||||||||||
| Cash at end of period | $ | -0 | $ | -0 | $ | (0 | ) | (0 | ) | |||||||
| Supplemental Disclosure of Interest and Income Taxes Paid | ||||||||||||||||
| Interest paid for the period | $ | -0 | $ | -0 | $ | -0 | -0 | |||||||||
| Income taxes paid for the period | $ | -0 | $ | -0 | $ | -0 | -0 | |||||||||
| Supplemental Disclosure of Non-Cash Investing and Financing Activities | ||||||||||||||||
| Issuance of 1,860,000 shares of Preferred stock (Proceeds are held in escrow) | $ | -0 | $ | 4,568,00 | $ | -0 | -0 | |||||||||
| Issuance of 371,000 shares of common stock to satisfy $303,000 note payable | $ | -0 | $ | -0 | $ | -0 | -0 | |||||||||
| Issuance of 3,000,000 shares of common stock to BICO in payment of intercompany debt | $ | -0 | $ | -0 | -0 | 0 | ||||||||||
The accompanying notes are an integral part of these financial statements.
| -5- |
JD INTERNATIONAL LIMITED
(a development stage company)
Notes to Financial Statements - Continued
March 31, 2014
(Unaudited)
Note 1 - Organization and Description of Business
JD International Limited (Company) was incorporated on July 5, 1989 as Diasense, Inc. in accordance with the Laws of the Commonwealth of Pennsylvania.
On January 22, 2007, the Company filed Articles of Merger and Plan of Merger with the Commonwealth of Pennsylvania and the State of Nevada to change the Company’s domicile from Pennsylvania to Nevada by means of a merger with and into a Nevada corporation formed on November 3, 2006 solely for the purpose of effecting the reincorporation. The Articles of Incorporation and Bylaws of the Nevada corporation are the Articles of Incorporation and Bylaws of the surviving corporation. Such Articles of Incorporation maintained the Company’s corporate name of Diasense, Inc. and modified the Company’s capital structure to allow for the issuance of up to 100,000,000 shares of $0.001 par value common stock and up to 50,000,000 shares of $0.001 par value preferred stock. Although the merger documents were filed in both Pennsylvania and Nevada on January 22, 2007, the Commonwealth of Pennsylvania required completion of certain documents in order to issue a tax clearance certificate to complete the merger. The required tax clearance was not issued until March 22, 2007 which formally completed the domicile relocation to Nevada. The effect of this action is reflected in the accompanying financial statements as of the first day of the first period presented.
On March 19, 2008, the Company changed its corporate name to Truewest Corporation.
On August 29, 2006, the Company entered into a Voluntary Surrender Agreement whereby all of the Company’s assets, which had previously been pledged as collateral to secure loan agreements by and between the Company and Company’s lender, who was also the Company’s majority shareholder, under which the Company was then in default, were repossessed. Through the date of the Voluntary Surrender Agreement, the Company’s business efforts were focused on developing a noninvasive glucose sensor (Sensor). The Sensor was proposed to use electromagnetic technology to measure the concentration of glucose in human tissue without requiring the user to take a blood sample.
On August 29, 2013, Glenn A. Little (“Little”), who owned in the aggregate, 384,875 shares (the “Shares”) of common stock, par value $0.001 per share of the Company, entered into a Securities Purchase Agreement (“SPA”) with JD International Development Limited, a Hong Kong corporation (“JDID”) pursuant to which JDID purchased the Shares and repaid Mr. Little the balance of the note payable and related accrued interest as of June 30, 2013 for total of $365,000. The transaction contemplated in the SPA closed on September 11, 2013. The Shares represent approximately 85% of all of the issued and outstanding Common Stock of the Registrant.
In connection with the change in control, Mr. Little, the Company’s former President, Chief Financial Officer and sole director, resigned his officers positions with the Company and Cheung Wai Yin was appointed as President and a director of the Company by the sole director, Glenn A. Little. Mr. Little’s resignation as a director of the Company became effective on or about September 26, 2013.
On November 26, 2013, the Company filed its Certificate of Amendment (the “Certificate of Amendment”) effecting name change of the Company to JD International Limited.
The Company’s current principal business activity is to seek a suitable reverse acquisition candidate through acquisition, merger or other suitable business combination method. The Company has never fully or successfully implemented any business plan(s) and, accordingly, is considered to be in the development stage.
| -6- |
Note 2 - Preparation of Financial Statements
The Company follows the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America and has a year-end of September 30.
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.
The accompanying unaudited financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. For further information regarding the Company's significant accounting policies, refer to the audited consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended September 30, 2014 filed with the Securities and Exchange Commission on April 2, 2015.
Our financial statements may not be comparable to companies that comply with public company effective dates. Due to our election not to opt out of the extended transition period that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. All Amounts referenced in these Financial Statements and this Report are in US Dollars unless otherwise stated.
Note 3 - Going Concern Uncertainty
On August 29, 2006, the Company entered into a Voluntary Surrender Agreement (Voluntary Surrender Agreement) with Dominion Assets, LLC (Dominion) whereby all of the Company’s assets, which had previously been pledged as collateral to secure loan agreements under which the Company was then in default, were repossessed. Dominion was, at that time, the majority shareholder of the Company.
The Company’s current principal business activity is to seek a suitable reverse acquisition candidate through acquisition, merger or other suitable business combination method. The Company’s continued existence is dependent upon its ability to generate sufficient cash flows from operations to support its daily operations as well as provide sufficient resources to retire existing liabilities and obligations on a timely basis.
The Company anticipates future sales of equity securities to facilitate either the consummation of a business combination transaction or to raise working capital to support and preserve the integrity of the corporate entity. However, there is no assurance that the Company will be able to obtain additional funding through the sales of additional equity securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company.
If no additional operating capital is received during the next twelve months, the Company will be forced to rely on existing cash in the bank and upon additional funds loaned by management and/or significant stockholders to preserve the integrity of the corporate entity at this time. In the event, the Company is unable to acquire advances from management and/or significant stockholders, the Company’s ongoing operations would be negatively impacted. It is the intent of management and significant stockholders to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, no formal commitments or arrangements to advance or loan funds to the Company or repay any such advances or loans exist. There is no legal obligation for either management or significant stockholders to provide additional future funding. While the Company is of the opinion that good faith estimates of the Company’s ability to secure additional capital in the future to reach our goals have been made, there is no guarantee that the Company will receive sufficient funding to sustain operations or implement any future business plan steps.
| -7- |
Note 4 - Summary of Significant Accounting Policies
| 1. | Cash and cash equivalents |
| For Statement of Cash Flows purposes, the Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents. |
| 2. | Income Taxes |
| The Company files income tax returns in the United States of America and may file, as applicable and appropriate, various state(s). With few exceptions, the Company is no longer subject to U.S. federal, state and local, as applicable, income tax examinations by regulatory taxing authorities for years ending prior to September 30, 2009. The Company does not anticipate any examinations of returns filed after October 1, 2009. |
| The Company uses the asset and liability method of accounting for income taxes. At March 31, 2014 and 2012, respectively, the deferred tax asset and deferred tax liability accounts, as recorded when material to the financial statements, are entirely the result of temporary differences. Temporary differences generally represent differences in the recognition of assets and liabilities for tax and financial reporting purposes, primarily accumulated depreciation and amortization, allowance for doubtful accounts and vacation accruals. |
| The Company has adopted the provisions required by the Income Taxes topic of the FASB Accounting Standards Codification. The Codification Topic requires the recognition of potential liabilities as a result of management’s acceptance of potentially uncertain positions for income tax treatment on a “more-likely-than-not” probability of an assessment upon examination by a respective taxing authority. As a result of the implementation of Codification’s Income Tax Topic, the Company did not incur any liability for unrecognized tax benefits. |
| 3. | Earnings (loss) per share |
| Basic earnings (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the respective period presented in our accompanying financial statements. |
| Fully diluted earnings (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of common stock equivalents (primarily outstanding options and warrants). |
| Common stock equivalents represent the dilutive effect of the assumed exercise of the outstanding stock options and warrants, using the treasury stock method, at either the beginning of the respective period presented or the date of issuance, whichever is later, and only if the common stock equivalents are considered dilutive based upon the Company’s net income (loss) position at the calculation date. |
| At December 31, 2013 and 2012, and subsequent thereto, the Company’s outstanding warrants are considered to be common stock equivalents; however, the issued and outstanding warrants are considered anti-dilutive due to the Company’s net operating loss position. |
| -8- |
| 4. | Pending and/or New Accounting Pronouncements |
| The Company is of the opinion that any pending accounting pronouncements, either in the adoption phase or not yet required to be adopted, will not have a significant impact on the Company’s financial position or results of operations. |
Note 5 - Fair Value of Financial Instruments
The carrying amount of cash, accounts receivable, accounts payable and notes payable, as applicable, approximates fair value due to the short term nature of these items and/or the current interest rates payable in relation to current market conditions.
Interest rate risk is the risk that the Company’s earnings are subject to fluctuations in interest rates on either investments or on debt and is fully dependent upon the volatility of these rates. The Company does not use derivative instruments to moderate its exposure to interest rate risk, if any.
Financial risk is the risk that the Company’s earnings are subject to fluctuations in interest rates or foreign exchange rates and are fully dependent upon the volatility of these rates. The company does not use derivative instruments to moderate its exposure to financial risk, if any.
Note 6 - Note Payable to controlling shareholder
As of June 30, 2015 and September 30, 2014, respectively, balance due, including note payable and accrued interest, to JD International Development Limited is $194,986 and $152,908, respectively. The note payable to JD International Development Limited is unsecured, interest free and is repayable upon demand.
The following table is a summary of the notes payable to the Company’s controlling shareholder as of June 30, 2015 and September 30, 2014, respectively:
| June 30, 2015 | September 30, 2014 | |||||||
| (unaudited) | ||||||||
| Note payable to JD International Development Limited | $ | 194,986 | $ | 152,908 | ||||
| -9- |
Note 7 - Income Taxes
The Company's income tax expense (benefit) for the nine months ended June 30, 2015 and 2014 and for the period from July 5, 1989 (date of inception) through June 30, 2015, respectively, differed from the statutory federal rate of 34 percent as follows:
| 5-Jul-89 | ||||||||||||
| Nine months ended | Nine months ended | (date of inception) through | ||||||||||
| June 30, 2015 | June 30, 2015 | March 31, 2015 | ||||||||||
| Statutory rate applied to income before income taxes | ||||||||||||
| Increase (decrease) in income taxes resulting from: | $ | (4,100.00 | ) | $ | (18,900.00 | ) | $ | (4,100.00 | ) | |||
| State income taxes | -00 | -00 | -00 | |||||||||
| Other, including nondeductible change in control transaction expenses and application of net operating loss carryforward | 4,100.00 | 18,900.00 | 4,100.00 | |||||||||
| Income tax expense | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||||
Temporary differences, consisting primarily of statutory deferrals of expenses for organizational costs, statutory differences in the depreciable/amortizable lives for property and equipment and patents and the recognition of expense charges related to the issuance of warrants, between the financial statement carrying amounts and tax bases of assets and liabilities give rise to deferred tax assets and/or liabilities. As of June 30, 2015 and September 30, 2014, respectively, after taking the September 2013 change in control into consideration:
| June 30, 2015 | September 30, 2014 | |||||||
| (audited) | ||||||||
| Deferred tax assets | ||||||||
| Net operating loss carryforwards | $ | 23,100 | $ | 19,000 | ||||
| Less valuation allowance | (23,100 | ) | (19,000 | ) | ||||
| Net Deferred Tax Asset | $ | 0 | $ | 0 | ||||
| -10- |
Note 8 - Equity
The Company is authorized to issue 50,000,000 shares of preferred stock with a par value of $0.001. The preferred stock has voting rights equal to common stock. At September 30, 2014 and March 31, 2015, there were 11,883,800 and 15,090,000 shares issued and outstanding, respectively.
The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.001. Each share has one vote. At September 30, 2014 and March 31, 2015, there were 831,200 and 6,986,600 shares issued and outstanding, respectively.
Note 9 - Stock Warrants
As of June 30, 2015 and September 30, 2014 and, there is no outstanding balance of stock warrants.
Note 10 - Subsequent Events
Management has evaluated all activity of the Company through the issue date of the financial statements and concluded that no subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to financial statements.
| -11- |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
(1) Caution Regarding Forward-Looking Information
Certain statements contained in this annual filing, including, without limitation, statements containing the words "believes", "anticipates", "expects" and words of similar import, constitute forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Such factors include, among others, the following: international, national and local general economic and market conditions: demographic changes; the ability of the Company to sustain, manage or forecast its growth; the ability of the Company to successfully make and integrate acquisitions; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; and other factors referenced in this and previous filings.
Given these uncertainties, readers of this Form 10-K and investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.
(2) General
The Company was initially incorporated as Diasense, Inc. on July 5, 1989 in accordance with the Laws of the Commonwealth of Pennsylvania.
On January 22, 2007, the Company filed Articles of Merger and Plan of Merger with the Commonwealth of Pennsylvania and the State of Nevada to change the Company’s domicile from Pennsylvania to Nevada by means of a merger with and into a Nevada corporation formed on November 3, 2006 solely for the purpose of effecting the reincorporation. The Articles of Incorporation and Bylaws of the Nevada corporation are the Articles of Incorporation and Bylaws of the surviving corporation. Such Articles of Incorporation maintained the Company’s corporate name of Diasense, Inc. and modified the Company’s capital structure to allow for the issuance of up to 100,000,000 shares of $0.001 par value common stock and up to 50,000,000 shares of $0.001 par value preferred stock. Although the merger documents were filed in both Pennsylvania and Nevada on January 22, 2007, the Commonwealth of Pennsylvania required completion of certain documents in order to issue a tax clearance certificate to complete the merger. The required tax clearance was not issued until March 22, 2007 which formally completed the domicile relocation to Nevada. The effect of this action is reflected in the accompanying financial statements as of the first day of the first period presented.
On March 19, 2008, the Company changed its corporate name to Truewest Corporation.
On August 29, 2006, the Company entered into a Voluntary Surrender Agreement with Dominion whereby all of the Company's assets, which had previously been pledged as collateral to secure loan agreements were repossessed. Through the date of the Voluntary Surrender Agreement, the Company’s business efforts were focused on developing a noninvasive glucose sensor (Sensor). The Sensor was proposed to use electromagnetic technology to measure the concentration of glucose in human tissue without requiring the user to take a blood sample.
On August 29, 2013, Glenn A. Little (“Little”), who owned in the aggregate, 384,875 shares (the “Shares”) of common stock, par value $0.001 per share of the Company, entered into a Securities Purchase Agreement (“SPA”) with JD International Development Limited, a Hong Kong corporation (“JDID”) pursuant to which JDID purchased the Shares and repaid Mr. Little the balance of the note payable and related accrued interest as of June 30, 2013 for total of $365,000. The transaction contemplated in the SPA closed on September 11, 2013. The Shares represent approximately 85% of all of the issued and outstanding Common Stock of the Registrant.
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In connection with the change in control, Mr. Little, the Company’s former President, Chief Financial Officer and sole director, resigned his officers positions with the Company and Cheung Wai Yin was appointed as President and a director of the Company by the sole director, Glenn A. Little. Mr. Little’s resignation as a director of the Company became effective on or about September 26, 2013.
On November 26, 2013, the Company changed its corporate name to JD International Limited.
The Company’s current principal business activity is to seek a suitable reverse acquisition candidate through acquisition, merger or other suitable business combination method. The Company has never fully or successfully implemented any business plan(s) and, accordingly, is considered to be in the development stage.
(3) Results of Operations
The Company had no operating revenue for either of the three month or nine months periods ended June 30, 2105, respectively. The Company does not expect to generate any meaningful revenue or incur operating expenses for purposes other than fulfilling the obligations of a reporting company under the Securities Exchange Act of 1934 unless and until such time that the Company’s completes a business combination transaction and commences meaningful operations.
General and administrative expenses for the three months ended June 30, 2015 and 2014 were approximately $16,108 and $11,976, respectively. General and administrative expenses for the nine months ended June 30, 2015 and 2014 were approximately $55,578 and $29,833, respectively. All of the aforementioned expenses directly relate to the maintenance of the Company’s compliance with the Securities Exchange Act of 1934, as amended.
It is anticipated that future expenditure levels will remain in line with the Fiscal 2014 expenditure levels until such time that the Company completes a business combination transaction. Upon completion of a business combination transaction, it is anticipated that the Company’s expenses will increase significantly.
Loss per share for the three months ended June 30, 2015 and 2014 were approximately $0.027, based on the weighted-average shares issued and outstanding at the end of each respective period. Loss per share for the nine months ended June 30, 2015 and 2014 were approximately $0.066, based on the weighted-average shares issued and outstanding at the end of each respective period.
(4) Plan of Business
General
The Company’s current purpose is to seek, investigate and, if such investigation warrants, merge or acquire an interest in business opportunities presented to it by persons or companies who or which desire to seek the perceived advantages of a Exchange Act registered corporation. As of the date of this registration statement, the Company has no particular acquisitions in mind and has not entered into any negotiations regarding such an acquisition, and neither the Company’s officer and director nor any promoter and affiliate has engaged in any negotiations with any representatives of the owners of any business or company regarding the possibility of a merger or acquisition between the Company and such other company.
Pending negotiation and consummation of a combination, the Company anticipates that it will have, aside from carrying on its search for a combination partner, no business activities, and, thus, will have no source of revenue. Should the Company incur any significant liabilities prior to a combination with a private company, it may not be able to satisfy such liabilities as are incurred.
If the Company’s management pursues one or more combination opportunities beyond the preliminary negotiations stage and those negotiations are subsequently terminated, it is foreseeable that such efforts will exhaust the Company’s ability to continue to seek such combination opportunities before any successful combination can be consummated. In that event, the Company’s common stock will become worthless and holders of the Company’s common stock will receive a nominal distribution, if any, upon the Company’s liquidation and dissolution.
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Management
The Company is a shell corporation, and currently has no full-time employees. Mr. Cheung Wai Yin is our Company’s President, Chief Executive Officer Chief Financial Officer. All references herein to management of the Company is to Mr. Cheung Wai Yin. Mr. Cheung Wai Yin, as president of the Company, has agreed to allocate a limited portion of his time to the activities of the Company without compensation. Potential conflicts may arise with respect to the limited time commitment by Mr. Cheung Wai Yin and the potential demands of the Company’s activities.
The amount of time spent by Mr. Cheung Wai Yin on the activities of the Company is not predictable. Such time may vary widely from an extensive amount when reviewing a target company to an essentially quiet time when activities of management focus elsewhere, or some amount in between. It is impossible to predict with any precision the exact amount of time Mr. Cheung Wai Yin will actually be required to spend to locate a suitable target company. Mr. Cheung Wai Yin estimates that the business plan of the Company can be implemented by devoting less than 4 hours per month but such figure cannot be stated with precision.
Search for Business Opportunities
The Company’s search will be directed toward small and medium-sized enterprises, which have a desire to become reporting corporations and which are able to provide audited financial statements. The Company does not propose to restrict its search for investment opportunities to any particular geographical area or industry, and may, therefore, engage in essentially any business, to the extent of its limited resources. The Company’s discretion in the selection of business opportunities is unrestricted, subject to the availability of such opportunities, economic conditions, and other factors. No assurance can be given that the Company will be successful in finding or acquiring a desirable business opportunity, and no assurance can be given that any acquisition, which does occur, will be on terms that are favorable to the Company or its current stockholders.
The Company may merge with a company that has retained one or more consultants or outside advisors. In that situation, the Company expects that the business opportunity will compensate the consultant or outside advisor. As of the date of this filing, there have been no discussions, agreements or understandings with any party regarding the possibility of a merger or acquisition between the Company and such other company. Consequently, the Company is unable to predict how the amount of such compensation would be calculated at this time.
The Company will not restrict its search to any specific kind of firm, but may acquire a venture, which is in its preliminary or development stage, one which is already in operation, or in a more mature stage of its corporate existence. The acquired business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer. The Company does not intend to obtain funds to finance the operation of any acquired business opportunity until such time as the Company has successfully consummated the merger or acquisition transaction. There are no loan arrangements or arrangements for any financing whatsoever relating to any business opportunities.
Evaluation of Business Opportunities
The analysis of business opportunities will be under the supervision of the Company’s sole officer and director, who is not a professional business analyst. In analyzing prospective business opportunities, management will consider such matters as available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development, or exploration; specific risk factors not now foreseeable, but which then may be anticipated to impact the proposed activities of the Company; the potential for growth or expansion; the potential for profit; the perceived public recognition or acceptance of products, services, or trades; name identification; and other relevant factors. In many instances, it is anticipated that the historical operations of a specific business opportunity may not necessarily be indicative of the potential for the future because of a variety of factors, including, but not limited to, the possible need to expand substantially, shift marketing approaches, change product emphasis, change or substantially augment management, raise capital and the like. To the extent possible, the Company intends to utilize written reports and personal investigation to evaluate the above factors. Prior to making a decision to participate in a business opportunity, the Company will generally request that it be provided with written materials regarding the business opportunity containing as much relevant information as possible, including, but not limited to, such items as a description of products, services and company history; management resumes; financial information; available projections, with related assumptions upon which they are based; an explanation of proprietary products and services; evidence of existing patents, trademarks, or service marks, or rights thereto; present and proposed forms of compensation to management; a description of transactions between such company and its affiliates during the relevant periods; a description of present and required facilities;, an analysis of risks and competitive conditions; a financial plan of operation and estimated capital requirements; audited financial statements, or if they are not available at that time, unaudited financial statements, together with reasonable assurance that audited financial statements would be able to be produced within a required period of time; and the like.
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The Company is currently subject to the reporting requirements of the Exchange Act. Under the Exchange Act, any merger or acquisition candidate will become subject to the same reporting requirements of the Exchange Act as the Company following consummation of any merger or acquisition. Thus, in the event the Company successfully completes the acquisition of or merger with an operating business entity, that business entity must provide audited financial statements for at least two most recent fiscal years or, in the event the business entity has been in business for less than two years, audited financial statements will be required from the period of inception. Acquisition candidates that do not have or are unable to obtain the required audited statements will not be considered appropriate for acquisition.
Management believes that various types of potential merger or acquisition candidates might find a business combination with the Company to be attractive. These include acquisition candidates desiring to create a public market for their shares in order to enhance liquidity for current stockholders, acquisition candidates which have long-term plans for raising capital through public sale of securities and believe that the possible prior existence of a public market for their securities would be beneficial, and acquisition candidates which plan to acquire additional assets through issuance of securities rather than for cash, and believe that the possibility of development of a public market for their securities will be of assistance in that process. Acquisition candidates, who have a need for an immediate cash infusion, are not likely to find a potential business combination with the Company to be an attractive alternative. Nevertheless, the Company has not conducted market research and is not aware of statistical data which would support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity. The Company is unable to predict when it may participate in a business opportunity. It expects, however, that the analysis of specific proposals and the selection of a business opportunity may take several months or more. There can also be no assurances that we are able to successfully pursue a business opportunity. In that event, there is a substantial risk to the Company that failure to complete a business combination will significantly restrict its business operation and force management to cease operations and liquidate the Company.
(5) Liquidity and Capital Resources
At June 30, 2015, the Company had working capital deficit of approximately $208,486.
The Company and it’s officer and director, Mr. Cheung Wai Yin, have consistently acknowledged that outside funds are necessary to support the corporate entity and comply with the periodic reporting requirements of the Securities Exchange Act of 1934, as amended. The loan owed to Mr. Little was purchased by JD International Development Limited and the note payable to JD International Development Limited is unsecured, interest-free and repayable on demand.
There are no assurances that the Company will be able to either (1) consummate a business combination transaction with a privately-owned business seeking to become a public company; (2) if successful, achieve a level of revenues adequate to generate sufficient cash flow from operations; or (3) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support the Company's current working capital requirements. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient to support the Company, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available, the Company may not be able to fulfill its current business plan.
The Company's ultimate continued existence is dependent upon its ability to generate sufficient cash flows from operations to support its daily operations as well as provide sufficient resources to retire existing liabilities and obligations on a timely basis.
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The Company’s need for capital may change dramatically as a result of any business acquisition or combination transaction. There can be no assurance that the Company will identify any such business, product, technology or company suitable for acquisition in the future. Further, there can be no assurance that the Company would be successful in consummating any acquisition on favorable terms or that it will be able to profitably manage the business, product, technology or company it acquires.
The Company has no current plans, proposals, arrangements or understandings with respect to the sale or issuance of additional securities prior to the location of a merger or acquisition candidate. Accordingly, there can be no assurance that sufficient funds will be available to the Company to allow it to cover the expenses related to such activities.
The Company’s Articles of Incorporation authorize the issuance of up to 50,000,000 shares of preferred stock and 100,000,000 shares of common stock. The Company’s ability to issue preferred stock may limit the Company’s ability to obtain debt or equity financing as well as impede potential takeover of the Company, which takeover may be in the best interest of stockholders. The Company’s ability to issue these authorized but unissued securities may also negatively impact our ability to raise additional capital through the sale of our debt or equity securities.
The Company anticipates future sales of equity securities to facilitate either the consummation of a business combination transaction or to raise working capital to support and preserve the integrity of the corporate entity. However, there is no assurance that the Company will be able to obtain additional funding through the sales of additional equity securities or, that such funding, if available, will be obtained on terms favorable to or affordable by the Company.
It is the belief of management and significant stockholders that they will provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, there is no legal obligation for either management or significant stockholders to provide additional future funding. Further, the Company is at the mercy of future economic trends and business operations for the Company’s majority stockholder to have the resources available to support the Company. Should this pledge fail to provide financing, the Company has not identified any alternative sources.
If no additional operating capital is received during the next twelve months, the Company will be forced to rely on existing cash in the bank and upon additional funds loaned by management and/or significant stockholders to preserve the integrity of the corporate entity at this time. In the event, the Company is unable to acquire advances from management and/or significant stockholders, the Company’s ongoing operations would be negatively impacted.
While the Company is of the opinion that good faith estimates of the Company’s ability to secure additional capital in the future to reach our goals have been made, there is no guarantee that the Company will receive sufficient funding to sustain operations or implement any future business plan steps.
Further, the Company is at the mercy of future economic trends and business operations for the Company’s majority stockholder to have the resources available to support the Company.
In such a restricted cash flow scenario, the Company would be unable to complete its business plan steps, and would, instead, delay all cash intensive activities. Without necessary cash flow, the Company may become dormant during the next twelve months, or until such time as necessary funds could be raised in the equity securities market.
Regardless of whether the Company’s cash assets prove to be inadequate to meet the Company’s operational needs, the Company might seek to compensate providers of services by issuances of stock in lieu of cash.
(6) Critical Accounting Policies
Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (GAAP). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
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Our significant accounting policies are summarized in Note 4 of our financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.
(7) Effect of Climate Change Legislation
The Company currently has no known or identified exposure to any current or proposed climate change legislation which could negatively impact the Company’s operations or require capital expenditures to become compliant. Additionally, any currently proposed or to-be-proposed-in-the-future legislation concerning climate change activities, business operations related thereto or a publicly perceived risk associated with climate change could, potentially, negatively impact the Company’s efforts to identify an appropriate target company which may wish to enter into a business combination transaction with the Company.
(8) Other Contractual Obligations
As of June 30, 2015, we do not have any contractual obligations.
(9) Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
(10) Recently Issued Accounting Pronouncements
We review new accounting standards as issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to us, we have not identified any standards that we believe merit further discussion. We believe that none of the new standards will have a significant impact on our financial position, operations or cash flows.
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
In future periods, the Company may become subject to certain market risks, including changes in interest rates and currency exchange rates. At the present time, the Company has no identified exposure and does not undertake any specific actions to limit exposures, if any.
Item 4 - Controls and Procedures
Disclosure Controls and Procedures. Our management, under the supervision and with the participation of our Chief Executive and Financial Officer (Certifying Officer), has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15 promulgated under the Exchange Act as of the end of the period covered by this Quarterly Report. Disclosure controls and procedures are controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and include controls and procedures designed to ensure that information we are required to disclose in such reports is accumulated and communicated to management, including our Certifying Officer, as appropriate, to allow timely decisions regarding required disclosure. Based upon that evaluation, our Certifying Officer concluded that as of such date, our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by us in our reports is recorded, processed, summarized and reported within the time periods specified by the SEC due to a weakness in our controls more fully disclosed in our Annual Report on Form 10-K. However, our Certifying Officer believes that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the respective periods presented.
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Changes in Internal Control over Financial Reporting. There was no change in our internal control over financial reporting that occurred during the quarter ended June 30, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting which internal controls will remain deficient until such time as the Company completes a merger transaction or acquisition of an operating business at which time management will be able to implement effective controls and procedures.
OTHER INFORMATION
None
We are a smaller reporting company as defined by Reg. 240.12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item 2 - Sales of Unregistered Equity Securities and Use of Proceeds
None.
Item 3 - Defaults upon Senior Securities
None
Item 4 - Mine Safety Disclosures
N/A
None
The following exhibits are filed as part of this report or incorporated by reference:
| Exhibit No. | Description | |
| 31.1* | Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1* | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: August 12, 2016 | JD INTERNATIONAL LIMITED | |
| By: | /s/ Cheung Wai Yin Sheng Chen | |
Cheung Wai Yin | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
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