Item 1. Description of Business
Organization
Mega World Food Holding Company is a Nevada corporation formed on September 14, 2011. At September 14, 2011, the Company acquired 100% ownership of Mega World Food Limited (HK), a Hong Kong China corporation formed in June 24, 2011, owned 100% by our founder, chairman and director, Mr. Xiaozhong Wu. At September 14, 2011, the Company issued 14,972,120 common shares at par value of $0.001 to our founder, chairman and director, Mr. Xiaozhong Wu, to acquire 100% ownership of Mega World Food Limited (HK). Mega World Food Limited (HK) is wholly-owned subsidiary of the Company. The purpose of this transaction was solely to form a U.S. holding company for our business.
General
We were formed to sell frozen vegetable products through our wholly-owned subsidiary Mega World Food Limited, referred to as Mega World Limited, our business is the sale of frozen vegetables in all areas of the world except China.
We had sold the following types of frozen vegetables: frozen bamboo shoots, frozen mulberry, frozen white cauliflower, frozen lotus root, frozen green soy bean, frozen broccoli, frozen rape flower, frozen snow bean and frozen sward bean.
These food products are produced in China by Lin’an Fengye Food Co., Ltd. (“Lin’an Fengye” or “Supplier”). It was established in 2006 specializing in the growing and processing of frozen vegetables, and is located Maoli Village, Longgang Town, Lin’an City, Zhejiang Province. On August, 1, 2010, Mega World Limited signed a ten year distribution agreement with Lin’an Fengye. Lin’an Fengye is a Chinese vegetable processing company owned 51% by Mr. Lingling Wang, our chairman. Lin’an Fengye is currently the primary supplier of the products we sell. Under the distribution agreement, we are not prohibited from distributing products produced and supplied by entities other than the Supplier.
The prices to be paid by for Products purchased pursuant to the Distribution Agreement shall be the same price as Supplier charges other non-affiliated third party distributors or other sales made on a wholesale basis as modified from time to time in Supplier’s discretion but only if the same modification is made for other non-affiliated third party distributors or wholesale purchasers. Supplier has further agreed that it will not require us to purchase a quantity of products in excess of that which we can reasonably afford or reasonably expect to sell in within two to three months of our purchase of the Products.
Since inception, we have generated an aggregate of $20,000 of revenues from the sale of frozen vegetables.
We are currently assessing all possible alternatives to increase the Company’s revenues in future periods which may result in modification to our current business plan. However, we currently have no binding contract, agreement or commitment in that respect.
The Company is now a shell company and is aggressively seeking the new business in the same or other industries.
Research and Development
We have not incurred research and development expenses in the last two fiscal years.
Our Intellectual Property
We have no intellectual property.
Our Employees
Our only employees are our management. We have no collective bargaining agreement with our employees. We consider our relationship with our employees to be excellent.
Additional Information
We are a public company and file annual, quarterly and special reports and other information with the SEC. We are not required to, and do not intend to, deliver an annual report to security holders. You may read and copy any document we file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the public reference room. Our filings are also available, at no charge, to the public at http://www.sec.gov.
Item 2.
Item 2. Description of Property
Our lease has expired and has not been renewed. We operate from other business office of our officers at no cost.
Item 3.
Item 3. Legal Proceedings
We are not a party to any material legal proceedings nor are we aware of any circumstance that may reasonably lead any third party to initiate material legal proceedings against us.
Item 4.
Item 4. Mine Safety Disclosures
None
PART II
Item 5.
Item 5. Market for Common Equity and Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Trading History
Our common stock is qualified to be quoted on the Over-The-Counter Bulletin Board under the symbol “MWFH.” The stock has not traded.
Dividends
We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our common stock. Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects and other factors that the Board of Directors considers relevant. Each holder of our Series A preferred stock is entitled to a 10% per annum cumulative dividend.
There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:
●
we would not be able to pay our debts as they become due in the usual course of business; or
●
our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution, unless otherwise permitted under our articles of incorporation.
Securities Authorized for Issuance Under Equity Compensation Plans
None
Item 6.
Item 6. Selected Consolidated Financial Data
Not required.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes, and other financial information included in this Form 10-K.
Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national, and local general economic and market conditions; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; change in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; the risk of foreign currency exchange rate; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.
Although the forward-looking statements in this Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.
Overview
We were formed to sell frozen vegetable products through our wholly-owned subsidiary Mega World Food Limited, referred to as Mega World Limited, our business is the sale of frozen vegetables in all areas of the world except China.
We had sold the following types of frozen vegetables: frozen bamboo shoots, frozen mulberry, frozen white cauliflower, frozen lotus root, frozen green soy bean, frozen broccoli, frozen rape flower, frozen snow bean and frozen sward bean.
These food products are produced in China by Lin’an Fengye Food Co., Ltd. (“Lin’an Fengye” or “Supplier”). It was established in 2006 specializing in the growing and processing of frozen vegetables, and is located Maoli Village, Longgang Town, Lin’an City, Zhejiang Province. On August, 1, 2010, Mega World Limited signed a ten year distribution agreement with Lin’an Fengye. Lin’an Fengye is a Chinese vegetable processing company owned 51% by Mr. Lingling Wang, our chairman. Lin’an Fengye is currently the primary supplier of the products we sell. Under the distribution agreement, we are not prohibited from distributing products produced and supplied by entities other than the Supplier.
The prices to be paid by for Products purchased pursuant to the Distribution Agreement shall be the same price as Supplier charges other non-affiliated third party distributors or other sales made on a wholesale basis as modified from time to time in Supplier’s discretion but only if the same modification is made for other non-affiliated third party distributors or wholesale purchasers. Supplier has further agreed that it will not require us to purchase a quantity of products in excess of that which we can reasonably afford or reasonably expect to sell in within two to three months of our purchase of the Products.
Since inception, we have generated an aggregate of $20,000 of revenues from the sale of frozen vegetables.
We are currently assessing all possible alternatives to increase the Company’s revenues in future periods which may result in modification to our current business plan. However, we currently have no binding contract, agreement or commitment in that respect.
The Company is now a shell company and is aggressively seeking the new business in the same or other industries.
Results of Operations
For the fiscal year ended September 30, 2012 vs. September 30, 2011:
Revenue
Revenues are recognized from product sales upon shipment, which is the point in time when risk of loss is transferred to the customer, net of estimated returns and allowances.
For the fiscal year ended September 30, 2012 and September 30, 2011, the Company incurred $0.00 revenue, respectively.
Cost of Revenue
Our food products are manufactured in China by Lin’an Fengye Food Co., Ltd. (“Lin’an Fengye” or “Supplier”). It was established in 2006 specializing in the growing and processing of frozen vegetables, and is located Maoli Village, Longgang Town, Lin’an City, Zhejiang Province. On August, 1, 2010, Mega World Limited signed a ten year distribution agreement with Lin’an Fengye. Lin’an Fengye is a Chinese vegetable processing company owned 51% by Mr. Xiaozhong Wu, our shareholder. Lin’an Fengye is currently the main supplier of the Company. The management believes that the purchase price from Lin’an Fengye will be market price.
For the fiscal year ended September 30, 2012 and September 30, 2011, the total cost of goods sold was $0 respectively.
Expense
Our operating expenses consist of selling, general and administrative expenses.
For the fiscal year ended September 30, 2012 and 2011, there was a total of $100,496 and $52,899 operating expenses respectively.
We expect selling, general, and administrative expenses to increase in future periods as we initiate a number of marketing and promotional activities.
Income Taxes
We are subject to income taxes in the U.S., while the subsidiary in Hong Kong is subject to the income tax laws of Hong Kong. Due to the accumulative net loss, we would not subject to both US and Hong Kong’s income taxes yet.
Net Income (Loss)
As a result of the foregoing, we incurred net loss of $100,496 for the fiscal year ended September 30, 2012, and net loss of $49,699 for the fiscal year ended September 30, 2011, respectively.
Income Taxes
We are subject to income taxes in the U.S., while the subsidiary in Hong Kong is subject to the income tax laws of Hong Kong. Due to the accumulative net loss, we would not subject to both US and Hong Kong’s income taxes yet.
Commitments and Contingencies
Our food products are manufactured in China by Lin’an Fengye Food Co., Ltd. (“Lin’an Fengye” or “Supplier”). It was established in 2006 specializing in the growing and processing of frozen vegetables, and is located Maoli Village, Longgang Town, Lin’an City, Zhejiang Province. On August, 1, 2010, Mega World Limited signed a ten year distribution agreement with Lin’an Fengye. Lin’an Fengye is a Chinese vegetable processing company owned 51% by Mr. Xoaozhong Wu, our former chairman. Lin’an Fengye is currently the primary supplier of the products we sell.
Foreign Currency Translation
The Company has determined the United States dollars to be its functional currency for Mega World Food Holding Company; Hong Kong dollars to be its functional currency in Hong Kong’s Mega World Food Limited (Hong Kong). Assets and liabilities were translated to U.S. dollars at the period-end exchange rate. The exchange rate of issuance of common stocks to shareholders was used as one U.S. dollar to 7.773 Hong Kong dollar. Statement of operations amounts were translated to U.S. dollars using the historic rate, i.e., the rate at first date of each month during the year. Gains and losses resulting from translating foreign currency financial statements are accumulated in other comprehensive income (loss), a separate component of shareholders’ equity.
Liquidity and Capital Resources
*Current Ratio = Current Assets /Current Liabilities
** Total Debt / Equity = Total Liabilities / Total Shareholders Equity.
The Company had cash and cash equivalents of $3,904 at September 30, 2012 and the negative working capital of ($91,083).
The total debt of $132,987 as of September 30, 2012 that is included loans from shareholder and professional fee payable.
Until we generate additional operating revenues or receive other financing, all our costs, which we will incur irrespective of our business development activities, including bank service fees and those costs associated with SEC requirements associated with staying public, estimated to be less than $75,000 annually will be funded by our President under the Funding Agreement. There is no dollar limit to the amount he has agreed to provide. If we fail to meet these requirements, we may lose our qualification and our securities would no longer trade on the over the counter bulletin board. Further, if we fail to meet these obligations and as a consequence we fail to satisfy our SEC reporting obligations, investors will then own stock in a company that does not provide the disclosure available in quarterly and annual reports filed with the SEC and investors may have increased difficulty in selling their stock as we will be non-reporting.
In addition, we will need to secure a minimum of $212,000 in funds to finance our currently anticipated business plan to focus on frozen vegetable production and sales in overseas market in the next 12 months, in addition to the funds which will be used to stay public and for business development and sales and marketing. However in order to become profitable we may still need to secure additional debt or equity funding. We hope to be able to raise additional funds from an offering of our stock in the future. However, this offering may not occur, or if it occurs, may not raise the required funding. We do not have any plans or specific agreements for new sources of funding, except for the anticipated loans from management as described below, or any planned material acquisitions.
On March 22, 2011, we entered into a Funding Agreement with Lingling Wang, our president and Director (“Lender”) to provide operational and going and staying public funding for us as follows:
1. FUNDING
The Company requires and will continue to require funding for the Company for its operations and for the Company’s going and staying public in the U.S., including but not limited to legal, accounting, EDGAR, filing, corporate and other fees and expenses (the “Funding”). Lender agrees to provide all Funding needed by the Company for its operations and for the Company’s going and staying public in the U.S. on the terms and conditions set forth in the Agreement.
2. TERM
The term of the Agreement began as of the date of this Agreement and terminates when the Company generates operating revenues or receives other financing in amounts necessary to fund its operations and for the Company’s going and staying public in the U.S., including but not limited to legal, accounting, EDGAR, filing, corporate and other fees and expenses.
3. FUNDING TERMS
The Funding will be provided by Lender on a non-interest bearing basis due upon demand. There is no limit on the amount of Funding which must be provided under the Agreement, and Lender agrees to provide all needed Funding. Lender further represents that he has sufficient liquid assets to meet all of Funding obligations under the Agreement.
Our lack of revenues raise substantial doubt about our ability to continue as a going concern. The financial statements do not include adjustments that might result from the outcome of this uncertainty and if we are unable to generate significant revenue or secure financing we may be required to cease or curtail our operations.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
Not applicable.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not required.
Item 8.
Item 8. Financial Statements
MEGA WORLD FOOD HOLDING COMPANY
(A Development Stage Enterprise)
Audited Financial Statements
AS OF SEPTEMBER 30, 2012, 2011
AND FOR THE PERIOD FROM JUNE 24, 2010
(DATE OF INCEPTION) TO SEPTEMBER 30, 20112
Independent Registered Public Accounting Firm’s Auditor’s Report on the Consolidated Financial Statements
Board of Directors and Shareholders of Mega World Food Holding Company.
We have audited the accompanying consolidated balance sheets of Mega World Food Holding Company as of September 30, 2012, and 2011, and the related consolidated statements of operation, shareholders’ equity, and cash flows for year ended September 30, 2012, and 2011, and the cumulative period from June 24, 2010 (date of inception) through September 30, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Mega World Food Holding Company as of September 30, 2012, 2011, and the results of its operations and their cash flows for year ended September 30, 2012, and 2011, and the cumulative period from June 24, 2010 (date of inception) through September 30, 2012 in conformity with accounting principles generally accepted in the United States of America.
The Company’s lack of operating history and financial resources raise substantial doubt about its ability to continue as a going concern. The financial statements do not include adjustments that might result from the outcome of this uncertainty and if the Company is unable to generate significant revenue or secure financing, then the Company may be required to cease or curtail its operations.
/s/ Enterprise CPAs, Ltd.
Enterprise CPAs, Ltd.
Chicago, IL
December 3, 2012
MEGA WORLD FOOD HOLDING COMPANY
(A Development Stage Enterprise)
CONSOLIDATED BALANCE SHEETS
MEGA WORLD FOOD HOLDING COMPANY
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF LOSS
MEGA WORLD FOOD HOLDING COMPANY
(A Development Stage Enterprise)
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (Unaudited)
FOR THE PERIOD ENDED SEPTEMBER 30, 2012
MEGA WORLD FOOD HOLDING COMPANY
NOTES TO FINANCIAL STATEMENTS
NOTE A- BUSINESS DESCRIPTION
Organization
Mega World Food Holding Company (the Company) is a Nevada corporation formed on September 14, 2010. At September 14, 2010, the Company acquired 100% ownership of Mega World Food Limited (HK), a Hong Kong China corporation formed in June 24, 2010, owned 100% by founder, chairman and director, Mr. Xiaozhong Wu. At September 14, 2010, the Company issued 14,972,120 common shares at par value of $0.001 to founder, chairman and director, Mr. Xiaozhong Wu, to acquire 100% ownership of Mega World Food Limited (HK). Mega World Food Limited (HK) is wholly-owned subsidiary of the Company. The purpose of this transaction was solely to form a U.S. holding company for the business, and this transaction is considered as a combination between entities under common control under the guidance of FASB ASC 805-50-25-2 and 805-50-45.
The principal executive office is located at ROOM C1D, 6/F, WING HING INDUSTRIAL BUILDING, 14 HING YIP STREET, KWUN TONG, KOWLOON, HONG KONG. The U.S. address is 1995 Baring Blvd., Sparks, NV 89434.
Business
Through wholly-owned subsidiary Mega World Food Limited (HK), referred to as Mega World HK, the Company’s business is the sale of frozen vegetables in all areas of the world except China.
The Company sells the following types of frozen vegetables: frozen bamboo shoots, frozen mulberry, frozen white cauliflower, frozen lotus root, frozen green soy bean, frozen broccoli, frozen rape flower, frozen snow bean and frozen sward bean.
These food products are produced in China by Lin’an Fengye Food Co., Ltd. (“Lin’an Fengye” or “Supplier”). It was established in 2006 specializing in the growing and processing of frozen vegetables, and is located Maoli Village, Longgang Town, Lin’an City, Zhejiang Province. On August, 1, 2010, Mega World Limited signed a ten year distribution agreement with Lin’an Fengye. Lin’an Fengye is a Chinese vegetable processing company owned 51% by Mr. Xiaozhong Wu, our former President and Director . Lin’an Fengye is currently the primary supplier of the products we sell. Under the distribution agreement, we are not prohibited from distributing products produced and supplied by entities other than the Supplier.
MEGA WORLD FOOD HOLDING COMPANY
NOTES TO FINANCIAL STATEMENTS
NOTE A- BUSINESS DESCRIPTION (Continued)
Business (Continued)
The prices to be paid by for Products purchased pursuant to the Distribution Agreement shall be the same price as Supplier charges other non-affiliated third party distributors or other sales made on a wholesale basis as modified from time to time in Supplier’s discretion but only if the same modification is made for other non-affiliated third party distributors or wholesale purchasers. Supplier has further agreed that it will not require us to purchase a quantity of products in excess of that which we can reasonably afford or reasonably expect to sell in within two to three months of our purchase of the Products.
Going Concern and Plan of Operation
The Company's financial statements have been presented 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. The Company is in the development stage and has not earned any revenues from operations to date. These conditions raise substantial doubt about its ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE B - SIGNIFICANT ACCOUNTING POLICIES
Development Stage Company
The Company is considered to be in the development stage as defined in Statement of Financial Accounting Standards (SFAS) ASC 915, “Development Stage Entities”. The Company has devoted substantially all of its efforts to establishing a new business and for which either of the following conditions exists: planned principal operations have not commenced; or the planned principal operations have commenced, but there has been no significant revenue there from. Due to the Company’s primary efforts was on the formation of new company, and there were no sales activities incurred, accordingly, the Company is considered as development stage entity.
MEGA WORLD FOOD HOLDING COMPANY
NOTES TO FINANCIAL STATEMENTS
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect certain amounts reported in the financial statements and disclosures. Accordingly, actual results could differ from those estimates.
Basis of accounting
The financial statements reflect the assets, revenues and expenditures of the Company on the accrued basis of accounting. The Company’s fiscal year end is the last day of September 30.
Principles of Consolidation
The consolidated financial statements of the Company include the accounts of Mega World Food Holding Company and Mega World Food Limited (HK). All significant intercompany balances and transactions have been eliminated in consolidation
Cash and Cash Equivalents
The Company considers all highly-liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2012 and 2011, the company had cash and cash equivalents of $3,904 and $3,956.
Stock-Based Compensation
The Company accounts for stock issued for services using the fair value method. In accordance with FASB ASC 718, Stock-Based Compensation, the measurement date of shares issued for services is the date at which the counterparty’s performance is complete.
The Company incurred legal fee of $2,500 and consulting fee of $24,750 by issuing common stocks after the service completed.
Property, Plant, and Equipment Depreciation
Property, plant, and equipment are stated at cost. Depreciation is being provided principally by straight line methods over the estimated useful lives of the assets. As of September 30, 2012, there were no fixed assets in the Company’s balance sheets.
MEGA WORLD FOOD HOLDING COMPANY
NOTES TO FINANCIAL STATEMENTS
NOTE B - SIGNIFICANT ACCOUNTING POLICIES (Continued)
Basics and Diluted Net Loss Per Common Share
The Company computes per share amounts in accordance with Statement of Financial Accounting Standards (SFAS) ASC 260, Earnings per Share (EPS). ASC 260 requires presentation of basis and diluted EPS. Basic EPS is computed by dividing the income (loss) available to Common Shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted-average number of shares of common stock and common stock equivalents outstanding during the periods.
As of September 30, 2012, the Company only issued one type of shares, i.e., common shares only. There are no other types securities were issued. Accordingly, the diluted and basics net loss per common share are the same.
Operating Expense
For the fiscal year ended September 30, 2011, there were a total of $52,899 operating expenses, which include professional fee of $27,250, rent expense of $10,034.52, registration fee of $2,100, and other expenses of $13,514.48.
For the fiscal year ended September 30, 2012, there were a total of $100,496 operating expenses, which include professional fee of $87,499, rent expense of $8,362, registration fee of $2,519, and other expenses of $2,116.
Detail was showed in Exhibit A.
Operating Leases
The Company entered into a lease for its corporate offices in under terms of non-cancelable operating leases in Hong Kong from August 01, 2011 through July 31, 2012 and requires a HKD 6,500 monthly lease payment; and this lease was expired and was not renew on August 1, 2012.
Comprehensive Income
The company’s comprehensive income is comprised of net income, unrealized gains and losses on marketable securities classified foreign currency translation adjustments, and unrealized gains and losses on derivative financial instruments related to foreign currency hedging.
MEGA WORLD FOOD HOLDING COMPANY
NOTES TO FINANCIAL STATEMENTS
Recent Accounting Pronouncements
The following pronouncements have become effective during the period covered by these financial statements or will become effective after the end of the period covered by these financial statements:
Management does not anticipate that the adoption of these standards will have a material impact on the financial statements.
MEGA WORLD FOOD HOLDING COMPANY
NOTES TO FINANCIAL STATEMENTS
NOTE C - RELATED PARTY TRANSACTIONS
Loans from Shareholders/Officers
Since the date of Company’s inception on June 24, 2010, the former officer and directors Xiaozhong Wu has advanced the amount of $88,737 to the Company for incorporation and operation as of September 30, 2012. The outstanding balance is due on demand and no agreement was signed.
Cost of Goods Sold
These food products are manufactured in China by Lin’an Fengye Food Co., Ltd. (“Lin’an Fengye” or “Supplier”). It was established in 2006 specializing in the growing and processing of frozen vegetables, and is located Maoli Village, Longgang Town, Lin’an City, Zhejiang Province. On August, 1, 2010, Mega World Limited signed a ten year distribution agreement with Lin’an Fengye. Lin’an Fengye is a Chinese vegetable processing company owned 51% by Mr. Xiaozhong Wu, our former officer and director. Lin’an Fengye is currently the main supplier of the Company. Under the distribution agreement, we are not prohibited from distributing products produced and supplied by entities other than the Supplier.
The prices to be paid by for Products purchased pursuant to the Distribution Agreement shall be the same price as Supplier charges other non-affiliated third party distributors or other sales made on a wholesale basis as modified from time to time in Supplier’s discretion but only if the same modification is made for other non-affiliated third party distributors or wholesale purchasers.
Prepaid Deposit to Supplier
In March 2011, the Company prepaid $38,000 deposit to supplier, Lin’an Fengye Food Co., Ltd, for ensuring timely delivery for later purchases.
Therefore, as of September 30, 2012, the Company had $38,000 prepaid deposit to supplier.
MEGA WORLD FOOD HOLDING COMPANY
NOTES TO FINANCIAL STATEMENTS
NOTE D - SHAREHOLDERS’ EQUITY
Common Stock
Under the Company’s Articles of Incorporation of the Company, the Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.001; and 10,000,000 shares of preferred stocks with par value of $0.001.
Mega World Food Holding Company (the Company) is a Nevada corporation formed on September 14, 2010. On September 14, 2010, the Company acquired 100% of ownership of Mega World Food Limited (HK), a Hong Kong China corporation formed in June 24, 2010, and owned 100% by founder, Mr. Xiaozhong Wu. At September 14, 2010, the Company issued 14,972,120 common shares at par value of $0.001 for the total amount of $14,972.12 to Mr. Xiaozhong Wu to exchange the ownership of the Mega World Food Limited (HK), for the same amount of value of Mega World Food Limited (HK). After the acquisition, Mega World Food Limited (HK) is wholly-owned subsidiary of the Company.
The Company issued shares as listed as follows:
MEGA WORLD FOOD HOLDING COMPANY
NOTES TO FINANCIAL STATEMENTS
NOTE D - SHAREHOLDERS’ EQUITY (Continued)
On September 30, 2010, the Company issued total 25,000,000 shares of its common stock to total 45 shareholders, including restricted shares issued to Founder, Xiaozhong Wu, consultant Jian Di & Yuan Su; and non-affiliated other 42 shareholders, equal to the equity value of $59,112.
The restricted common shares were issued as follows:
____________
* Jian Di and Yuan Su are husband and wife.
The percentage calculation is based on the total outstanding 25,000,000 shares
On May 25, 2012, Mr. Wu resigned as Chairman, CEO and Director, and transferred the following shares to the following individuals who were the same date elected new officers and directors with the title, age and percentage ownership as set forth below:
Name
Title
Age
Number of Shares of Common Stock
Percentage
Lingling Wang
CEO and Director
11,000,000
44.00%
Lin Xiang Wang
General Manager and Director
500,000
2.00%
Guangqing Chen
Vice General Manager and Director
500,000
2.00%
Hanjun Shi
Vice Manager
30,000
0.12%
Ke Wu
CFO/Principal Accounting Officer
20,000
0.08%
Shaoyun Zhou
Manager
50,000
0.20%
Total
12,100,000
48.40%
MEGA WORLD FOOD HOLDING COMPANY
NOTES TO FINANCIAL STATEMENTS
NOTE D - SHAREHOLDERS’ EQUITY (Continued)
The certified stock certificates of the above transfer were still in process as of September 30, 2012.
Therefore, as of September 30, 2012, there was still total share of 25,000,000 outstanding.
NOTE E - Acquisition of Mega World Food Limited (HK)
On September 14, 2010, the Mega World Food Holding Company (the Company) acquired the 100% ownership of a Hong Kong company, Mega World Food Limited (HK) owned by Mr. Xiaozhong Wu. Mega World Food Limited (HK) was incorporated on June 24, 2010, and incurred setting up, formation or organization activities since June 24, 2010. Mega World Food Limited (HK) is wholly-owned subsidiary of the Company. The purpose of this transaction was solely to form a U.S. holding company for the business, and this transaction is considered as a combination between entities under common control under the guidance of FASB ASC 805-50-25-2 and 805-50-45.
Under the guidance of FASB ASC 805-50-25-2 and 805-50-45, the accounting of the two entities combination was recorded as combined two entities’ book value, or pooling of interest accounting.
The Company incurred registration fee, travel expense, and rent expense for setting up Mega World Food Limited in Hong Kong from June 24, 2010 to September 14, 2010. The total expense incurred in Hong Kong prior September 14, 2010, the inception date of Mega World Food Holding Company incorporated in the State of Nevada, was fully expensed and listed as follows:
The following table summarizes the amounts recognized for assets and liabilities assumed as of the acquisition date, September 14, 2010.
MEGA WORLD FOOD HOLDING COMPANY
NOTES TO FINANCIAL STATEMENTS
NOTE E - Acquisition of Mega World Food Limited (HK) (Continued)
At September 14, 2010, total consideration of $14,972.12 (common shares of 14,972,120 at $0.001) was transferred to Mr. Xiaozhong Wu.
NOTE F- GOING CONCERN
The Company is currently in the development stage and their activities consist solely of corporate formation, raising capital, and attempting to sell products to generate revenues.
There is no guarantee that the Company will be able to raise enough capital or generate revenues to sustain its operations and carry out its business plan. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
The financial statements do not include any adjustments relating to the carrying amounts of recorded assets or the carrying amounts and classification of recorded liabilities that may be required should the Company be unable to continue as a going concern.
The Company’s lack of operating history and financial resources raise substantial doubt about its ability to continue as a going concern. The financial statements do not include adjustments that might result from the outcome of this uncertainty and if the Company is unable to generate significant revenue or secure financing, then the Company may be required to cease or curtail its operations.
MEGA WORLD FOOD HOLDING COMPANY
NOTES TO FINANCIAL STATEMENTS
NOTE G - INCOME TAXES
The Company has incurred net losses since inception. The Company has not reflected any benefit of such net operating loss carry forward in the accompanying financial statements. The net operating loss can be carried forward in 15 years.
The income tax benefit differed from the amount computed by applying the US federal income tax rate of 15% to net loss as a result of the following:
The tax effect of temporary differences that give rise to significant portions of the deferred tax assets as of September 30, 2011 is presented below:
Deferred Tax Assets:
In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during periods in which those temporary differences become deductible.
Based upon the lack of historical taxable income and uncertain projections of future taxable income over the periods in which the deferred tax assets are deductible, management believes that it is more likely than not that the Company will not realize the benefits of these deductible differences. Accordingly, the Company has provided a valuation allowance against the net deferred tax assets aggregating $2,947 as of September 30, 2012.
Exhibit A
Item 9.
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosures
None
Item 9A.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company has established disclosure controls and procedures to ensure that information required to be disclosed in this quarterly report on Form 10-Q was properly recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms. The Company’s controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers to allow timely decisions regarding required disclosure.
We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) at September 30, 2011 based on the evaluation of these controls and procedures required by paragraph (b) of Rule 13a-15 or Rule 15d-15 under the Exchange Act. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, at September 30, 2012, our disclosure controls and procedures are not effective.
Management’s Report on Internal Control Over Financial Reporting
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2012 based on the framework stated by the Committee of Sponsoring Organizations of the Treadway Commission. Furthermore, due to our financial situation, we will be implementing further internal controls as we become operative so as to fully comply with the standards set by the Committee of Sponsoring Organizations of the Treadway Commission.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles. Because of inherent limitations, a system of internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Based on its evaluation as of September 30, 2012, our management concluded that our internal controls over financial reporting were not effective as of September 30, 2012. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
The material weakness relates to the following:
1. Accounting and Finance Personnel Weaknesses - Our current accounting staff is relatively small and we do not have the required infrastructure of meeting the higher demands of being a U.S. public company. This material weakness also relates to a lack of personnel with expertise in preparing financial statements in accordance with U.S. GAAP, in addition to the small size of the staff.
2. Lack of Internal Audit Function - We lack sufficient resources to perform the internal audit function.
In order to mitigate these material weaknesses to the fullest extent possible, all work of the CFO is reviewed by the CEO. All unexpected results are investigated. At any time, if it appears that any control can be implemented to continue to mitigate such weaknesses, it will be immediately implemented. The Company continues to study the implementation of additional internal controls over accounting and financial reporting.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There have been no changes in the Company's internal control over financial reporting that occurred during the Company's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
Item 9B.
Item 9B. Other Information
None.
PART III
Item 10.
Item 10. Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act
Directors and Officers
On May 25, 2012, Mr. Xiaozhong Wu resigned as Chairman, CEO and Director and Ms. Yaping He resigned as Principal Financial Officer and Principal Accounting Officer and Director.
On May 25, 2012, the following individuals were elected new officers and directors as set forth below:
In addition to assuming the positions with us on May 25, 2012 as set forth above:
Lingling Wang has been Director of Shengzhou Dingcheng Agriculture Company since November 2011 and has been Director of No. 11 Apartment, a hotel, since November 2008. From August 2002 to October 2008, she was Principal of Linxiang Kid Garden. As Director, she brings her management experience as Director of other enterprises in China.
Lin Xiang Wang has been Director of Shengzhou Shunjie Logistic Company since May 2007. From February 2002 to April 2007, he was on the management staff of Zhejiang Sanhua Company, a process machine parts company. As Director, he brings his management experience as Director and management staff of other enterprises in China.
Guangqing Chen was Manager of Yangguang Building Company, a real estate company, from July 1998 to April 2012. As Director, he brings his management experience as Director of other enterprises in China.
Shaoyun Zhou has been Manager of No. 11 Apartment, a hotel, since December 2008.
Hanjun Shi Vice Manager of Shengzhou Dingcheng Agriculture Company since November 2011 and has been Vice General Manager of No. 11 Apartment, a hotel, since November 2008.
Ke Wu has been accountant with Zhejiang Yashilin Garment Company since April 2010.
Family Relationships
Linxiang Wang is younger brother of Lingling Wang.
Legal Proceedings
No officer, director, or persons nominated for such positions, promoter or significant employee has been involved in the last ten years in any of the following:
·
Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time,
·
Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses),
·
Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities,
·
Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
·
Having any government agency, administrative agency, or administrative court impose an administrative finding, order, decree, or sanction against them as a result of their involvement in any type of business, securities, or banking activity.
·
Being the subject of a pending administrative proceeding related to their involvement in any type of business, securities, or banking activity.
·
Having any administrative proceeding been threatened against you related to their involvement in any type of business, securities, or banking activity.
Code of Ethics
We do not currently have a Code of Ethics applicable to our principal executive, financial or accounting officer.
Compliance with Section 16(a) of the Exchange Act
Compliance is not required.
Item 11.
Item 11. Executive Compensation
EXECUTIVE COMPENSATION
From inception until May 25, 2012, we did not pay any compensation to our two then executive officers Mr. Wu and Ms. He, and we have no agreements or understandings, written or oral, to pay them any further compensation.
From May 25, 2012 to date, we did not pay any compensation to our executive officers, and we have no agreements or understandings, written or oral, to pay them any compensation.
Board of Directors
Director Compensation
Since inception, we have not paid any compensation to our two directors and we have no agreements or understandings, written or oral, to pay them compensation.
We have no compensation arrangements (such as fees for retainer, committee service, service as chairman of the board or a committee, and meeting attendance) with directors.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following tables set forth the ownership, as of the date of this prospectus, of our common stock by each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, our directors, and our executive officers and directors as a group. To the best of our knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. There are not any pending or anticipated arrangements that may cause a change in control.
The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date plus the number of shares as to which such person has the right to acquire voting or investment power within 60 days. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power with respect to the shares shown. The business address of the shareholders is Maoli Village, Longgang Town, Lin’an City, Zhejiang Province, 311322, People’s Republic of China.
[1] Mr. Wu and Mrs. He are husband and wife. The shares are owned of record by our founder, chairman and director, Mr. Xiaozhong Wu. Yaping He disclaims beneficial ownership of these shares.
[2] Mr. Di and Mrs. Su are husband and wife.
This table is based upon information derived from our stock records. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, each of the shareholders named in this table has sole or shared voting and investment power with respect to the shares indicated as beneficially owned. Except as set forth above, applicable percentages are based upon 25,000,000 shares of common stock outstanding as of September 30, 2012.
Securities authorized for issuance under equity compensation plans
None
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
On September 14, 2011, 20,875,000 shares were issued as founder’s shares to our founder, chairman and director, Mr. Xiaozhong Wu. We valued these shares at par value $.001. The 20,875,000 shares were issued as follows:
The consulting service on September 14, 2011 for the cost of $5,902.88 was provided by Mr. Jian Di, related to advisory service regarding combination of two entities for Mega World Food Holding Company and Mega World Food Limited (HK). Mr. Xiaozhong Wu made payment directly to Mr. Jian Di on September 14, 2011.
We did not generate any sales revenue or incurred any purchases as of December 31, 2011.
On August 1, 2011, Mega World Limited (HK), our subsidiary, signed a ten year distribution agreement with Lin’an Fengye. Lin’an Fengye is a Chinese vegetable processing company owned 51% by Mr. Xiaozhong Wu, our shareholder. These food products are produced in China by Lin’an Fengye Food Co., Ltd. (“Lin’an Fengye” or “Supplier”). It was established in 2006 specializing in the growing and processing of frozen vegetables, and is located Maoli Village, Longgang Town, Lin’an City, Zhejiang Province. Lin’an Fengye is currently our primary supplier of the products we will sell. Under the distribution agreement, we are not prohibited from distributing products produced and supplied by entities other than the Supplier.
The prices to be paid by for Products purchased pursuant to the Distribution Agreement shall be the same price as Supplier charges other non-affiliated third party distributors or other sales made on a wholesale basis as modified from time to time in Supplier’s discretion but only if the same modification is made for other non-affiliated third party distributors or wholesale purchasers. Supplier has further agreed that it will not require us to purchase a quantity of products in excess of that which we can reasonably afford or reasonably expect to sell in within two to three months of our purchase of the Products.
On May 25, 2012, Mr. Wu resigned as Chairman, CEO and Director, and transferred the following shares to the following individuals who were the same date elected new officers and directors with the title, age and percentage ownership as set forth below:
Name
Title
Age
Number of Shares of Common Stock
Percentage
Lingling Wang
CEO and Director
11,000,000
44.00%
Lin Xiang Wang
General Manager and Director
500,000
2.00%
Guangqing Chen
Vice General Manager and Director
500,000
2.00%
Hanjun Shi
Vice Manager
30,000
0.12%
Ke Wu
CFO/Principal Accounting Officer
20,000
0.08%
Shaoyun Zhou
Manager
50,000
0.20%
Total
12,100,000
48.40%
Except as set forth above, we have not entered into any material transaction with any director, executive officer, and promoter, beneficial owner of five percent or more of our common stock, or family members of such persons.
Director Independence
Our board of directors has determined that we do not have a board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(15) of the NASDAQ Marketplace Rules.
Item 14.
Item 14. Principal Accountant Fees and Services
Enterprise CPA was our independent auditors for the fiscal years ended September 30, 2012 and 2011.
The following table shows the fees paid or accrued by us for the audit and other services provided by our auditor for fiscal 2012 and 2011.
As defined by the SEC, (i) “audit fees” are fees for professional services rendered by our principal accountant for the audit of our annual financial statements and review of financial statements included in our Form 10-Q, or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years; (ii) “audit-related fees” are fees for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “audit fees;” (iii) “tax fees” are fees for professional services rendered by our principal accountant for tax compliance, tax advice, and tax planning; and (iv) “all other fees” are fees for products and services provided by our principal accountant, other than the services reported under “audit fees,” “audit-related fees,” and “tax fees.”
Under applicable SEC rules, the Audit Committee is required to pre-approve the audit and non-audit services performed by the independent auditors in order to ensure that they do not impair the auditors’ independence. The SEC’s rules specify the types of non-audit services that an independent auditor may not provide to its audit client and establish the Audit Committee’s responsibility for administration of the engagement of the independent auditors. Until such time as we have an Audit Committee in place, the Board of Directors will pre-approve the audit and non-audit services performed by the independent auditors.
Consistent with the SEC’s rules, the Audit Committee Charter requires that the Audit Committee review and pre-approve all audit services and permitted non-audit services provided by the independent auditors to us or any of our subsidiaries. The Audit Committee may delegate pre-approval authority to a member of the Audit Committee and if it does, the decisions of that member must be presented to the full Audit Committee at its next scheduled meeting.
Item 15.
Item 15. Exhibits
_________________
* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MEGA WORLD FOOD HOLDING COMPANY, a Nevada corporation
Title
Name
Date
Signature
Principal Executive Officer
Lingling Wang
December 10, 2012
/s/ Lingling Wang
In accordance with the Exchange Act, 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
NAME
TITLE
DATE
/s/ Lingling Wang
Lingling Wang
Principal Executive Officer and Director
December 10, 2012
/s/ Ke Wu
Ke Wu
Principal Financial Officer and Principal Accounting Officer
December 10, 2012
/s/ Guangqing Chen
Guangqing Chen
Director
December 10, 2012
EXHIBIT INDEX
_________________
* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.