Item 1. Business
Corporate Overview
Yinfu Gold Corporation (the "Company") is a Wyoming corporation incorporated on September 1, 2005, as a for-profit company, and has a fiscal year end of March 31. The Company's business office is located at Suite2408, Dongfang Science and Technology Mansion, Nanshan District, Shenzhen, China 518000. The telephone number is (86)755-8316-0998.
The Company has limited cash on hand. We have sustained losses for year ended March 31, 2016 and has relied solely upon the funding obtained from management and significant stockholders.
Name Change
On March 5, 2007, we filed a Certificate of Amendment with the Wyoming Secretary of State to change our name to Element92 Resources Corp. On November 18, 2010, the Company received a notification from the Financial Industry Regulatory Authority ("FINRA") that subsequent to an amendment filed with the State of Wyoming on August 16, 2010 the Company's change of name from Element92 Resources Corp. to Yinfu Gold Corporation was posted as effective with FINRA.
Change in Authorized Capital
On December 8, 2014, the Company increased the authorized capital from 1,000,000,000 common shares to 3,000,000,000 common shares.
The Company has no present plans to be acquired or to merge with another company, nor does the Company, nor any of its shareholders, have plans to enter into a change of control or similar transaction.
Current Business
The Company was originally incorporated under the laws of the State of Wyoming as Ace Lock & Security, Inc. The Company was established as an exploration stage company engaged in the search for commercially viable minerals. We no longer pursue opportunities related to the exploration of minerals. Our name change to Yinfu Gold Corporation, as filed with the State of Wyoming on November 18, 2010, signified that we have commenced working toward a major change in our business plan and business model.
Effective November 20, 2014, the Company executed a Sale and Purchase Agreement (the "Agreement") to acquire 100% of the shares and assets of China Enterprise Overseas Investment & Finance Group Limited ("CEI"). Pursuant to the agreement, the Company has agreed to issue 800 million restricted common shares of the Company to the owners of CEI.
Dahua Online Shopping Mall (http://www.dahuacheng.com) is an online shopping platform in the China market with two mainstream e-commerce models: business to business (B2B) and business to consumer (B2C). There are over 3,000 suppliers in China, which provide an online listing of millions of commodities. The real-time payment system of Dahua is convenient, safe and fast.
Dahua Online Shopping Mall has registered 31 million members as of November 17, 2014.
Pursuant to the Agreement, on or before January 1, 2015, CEI was to deliver to the Company, duly authorized, properly and fully executed documents in English, evidencing and confirming the sale of 100% of the shares of CEI and its assets, specifically detailing the assets and an asset valuation prepared by an independent professionally qualified valuator. The valuation report was received by the Company on January 28, 2015.
Additionally, the Agreement stated that both parties agreed that all the shares, pursuant to the terms and conditions of the agreement, shall be issued as soon as practicable following the signing of the agreement, but all the shares so issued were to be held in escrow until all terms and conditions are fulfilled.
As of the date of this filing, the various terms and conditions of the Agreement have been fulfilled on January 28, 2015, therefore, the share certificates representing the shares have been issued in the names of the CEI shareholders and the Agreement between the Company and CEI was closed on January 28, 2015.
On February 6, 2015, the Company signed a Sale and Purchase Agreement to acquire 100% of the shares and assets of Eternal Fairy International Ltd., ("EFI"), a British Virgin Islands corporation. Pursuant to the Agreement, the Company agreed to issue 1,200,000,000 (1.2 billion) restricted common shares of the Company to the shareholders of EFI. EFI which in turn owns Dongguan YouDai Financial Information Services Co., Ltd ("DYD"), a company incorporated in the People's Republic of China (the "PRC"). DYD is a company that focuses on peer-to-peer ("P2P") lending services. DYD provides a platform that matches lenders directly with the borrowers and charges a commission fee. Through our P2P platform, lenders can earn higher returns compared to savings and investment products offered by banks, where borrowers can borrow money at lower interest rates.
Effective September 22, 2015, the Company executed a Deed of Termination and Mutual Release (the "Termination") between the Company and EFI. The Termination cancels the Sale and Purchase Agreement to acquire 100% of the shares and assets of EFI, as reported via a Form 8-K dated February 6, 2015.
Currently, we do not yet have a source of revenue. We are not able to fund our cash requirements through our current operations. Historically, we were able to raise a limited amount of capital through a private placement of our equity stock and through loans from our president, but we are uncertain about our continued ability to obtain adequate capital to fund operating losses until we become profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations, our shareholders may lose some or all of their investment and our business may fail.
Our president and directors continue to provide their labor at no charge. When we are able to do so, we plan to hire up to 10 staff members during the next 12 months of operation, and will also rely on the services of independent professionals for the auditing, evaluation and legal requirements for our listing business.
Markets
We are working to establish and build a P2P online lending service platform and become one of the P2P on-line lending service providers in China.
Competition
Barrier to entry in the industry is low and there are many competitors. Our competitors have significantly greater financial and marketing resources than we do. There are no assurances that our efforts to compete in the marketplace will be successful.
Seasonality
The nature of our products and services does not appear to be affected by seasonal variations.
Government Regulations
Other than the required adherence to general business laws and regulatory disclosure, our services do not appear to be affected by any specific additional regulations. However, this does not preclude the possibility that governments where we operate or may eventually operate will not institute regulations that will make our company difficult or impossible to operate.
Intellectual Property
We currently hold rights to a registered database with 31 million members, and we have not filed for copyright or trademark protection for our name or services.
Research and Development
We have spent no time on specialized research and development activities, and have no plans to undertake any research or development in the future.
Environmental Matters
Our operations are not subject to environmental laws, including any laws addressing air and water pollution and management of hazardous substances and wastes and we do not anticipate capital expenditures for environmental control facilities.
Employees
We currently have four employees, including our president and directors who serve without remuneration. To the best of our knowledge, we are in compliance with local prevailing wage regulations. None of our employees is represented by any collective bargaining agreement, and our relationship with our employees is good.
ADDITIONAL INFORMATION
We are required to file quarterly, annual and current reports. The Company files its reports electronically with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other electronic information regarding issuers that file electronically with the SEC at http://www.sec.gov.
Item 1A.
Item 1A. Risk Factors
As a "smaller reporting company", we are not required to provide the information required by this Item.
Item 1B.
Item 1B. Unresolved Staff Comments.
None.
Item 2.
Item 2. Properties.
Our principal place of business and corporate offices are located at Suite 2408, Dongfang Science and Technology Mansion, Nanshan District, Shenzhen, China 518000. The telephone number is (86)755-8316-0998. Our President, Mr. Jiang Libin, supplies our office space and telephone at no cost to us.
Item 3.
Item 3. Legal Proceedings.
We are not involved in any pending legal proceeding nor are we aware of any pending or threatened litigation against us.
Item 4.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is not traded on any exchange but is currently available for trading in the over the counter market and is quoted on the Over the Counter Bulletin Board ("OTCBB") and on the OTC Pink operated by the OTC Markets Group, Inc. under the symbol "ELRE." Our stock was approved for quotation on the OTCBB in 2007. Trading in stocks quoted on these markets is often thin and is characterized by wide fluctuations in trading prices due to many factors that may have little to do with a company's operations or business prospects.
Over the counter securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, these securities transactions are conducted through a telephone and computer network connecting dealers in stocks. Over-the-counter issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchanges.
Trades in our common stock may be subject to Rule 15g 9 of the Securities Exchange Act of 1934, as amended, which imposes requirements on broker/dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, broker/dealers must make a special suitability determination for purchasers of the securities and receive the purchaser's written agreement to the transaction before the sale.
The SEC also has rules that regulate broker/dealer practices in connection with transactions in "penny stocks." Penny stocks generally are equity securities with a price of less than $5.00 (other than securities listed on certain national exchanges, provided that the current price and volume information with respect to transactions in that security is provided by the applicable exchange or system). The penny stock rules require a broker/dealer, before effecting a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker/dealer and salesperson compensation information, must be given to the customer orally or in writing before effecting the transaction, and must be given to the customer in writing before or with the customer's confirmation. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for shares of our common stock. As a result of these rules, investors may find it difficult to sell their shares.
The following table sets forth the quarterly high and low bid prices for the common stock from June 30, 2014 to June 30, 2016. The prices set forth below represent inter-dealer quotations, without retail markup, markdown or commission and may not be reflective of actual transactions
Holders
As of July 12, 2016, there were 1,260 stockholders of record, and an aggregate of 991,770,362 shares of our common stock were issued and outstanding.
The transfer agent of our company's common stock is Transfer Online, Inc. at SE 512 Salmon Street, Portland OR 97214.
Description of Securities
The authorized capital stock of our company consists of 3,000,000,000 shares of common stock, at $0.001 par value.
Dividend Policy
We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.
Equity Compensation Plan Information
We do not have in effect any compensation plans under which our equity securities are authorized for issuance and we do not have any outstanding stock options.
Recent Sales of Unregistered Securities
We did not sell any equity securities, which were not registered under the Securities Act during the year ended March 31, 2016, that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended March 31, 2016.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended March 31, 2016.
Item 6.
Item 6. Selected Financial Data
As a "smaller reporting company", we are not required to provide the information required by this Item.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Item 1A.
Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Overview
Yinfu Gold Corporation (the "Company") is a Wyoming corporation incorporated on September 1, 2005, under the name Ace Lock & Security, Inc. Our name was changed to Yinfu Gold Corporation as of November 18, 2010. We are working to establish and build a peer-to-peer ("P2P") online lending service platform.
We have had limited operations and based upon our reliance on the sale of our common stock and the advances from our president, there are no assurances of any future source of funds for our operations.
Plan of Operation
We devote substantial efforts to establishing a P2P online lending service platform. However, our planned principal operations have not yet commenced.
In 2016, we plan to establish the Company as a known P2Ponline lending service provider. We provide an online lending platform that matches lenders directly with the borrowers and charge a commission fee. Through our P2P platform, lenders can earn higher returns compared to savings and investment products offered by banks, while borrowers can borrow money at lower interest rate.
Need for Additional Capital
The Company has not generated any revenues from operations, and may be unable to fund on-going activities. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in developing our own hardware and software, and the possibility of new regulations that will make our company difficult or impossible to operate.
If we are unable to meet our needs for cash from either our operations, or possible alternative sources, then we may be unable to continue, develop, or expand our operations.
If we are unable to complete any phase of our development program or fail to raise additional capital to maintain our operations in the future, we may be unable to carry out our full business plan or we may be forced to cease operations.
Results of Operations
The following results of operations reflect the historical financial statements prior to the acquisition of China Enterprise Overseas Investment & Finance Group Limited ("CEI") and have been prepared to give retroactive effect to the reverse acquisition completed on January 28, 2015, and represent the operations of CEI only. The consolidated financial statements after the acquisition date, January 28, 2015 include the balance sheets of both companies at historical cost, the historical results of CEI and the results of the Company from the acquisition date.
We have generated no revenues and have incurred $110,800 in expenses through March 31, 2016.
The following table provides selected financial data about our company as of March 31, 2016 and 2015.
As of March 31, 2016, the Company's cash balance was $122 compared to $74 as of March 31, 2015, and our total assets as of March 31, 2016, were $150,123 compared with $150,075 as of March 31, 2015.
As of March 31, 2016, the Company had total liabilities of $692,186 compared with total liabilities of $629,771 as of March 31, 2015. The increase in total liabilities was primarily attributed to an increase in related party debt owed to the President of the Company.
Revenues
The Company has generated no operating revenues during the years ended March 31, 2016 and 2015.
Operating expenses
For the year ended March 31, 2016, total operating expenses were $62,367 which consisted solely of professional fees. For the year ended March 31, 2015 total operating expenses were $48,433 which consisted solely of professional fees. The increase in professional fees was primarily due to the cost of complying with the SEC reporting requirements during the year ended March 31, 2016.
Liquidity and Capital Resources
Working Capital
As of March 31, 2016, the Company had a working capital deficiency of $542,063 compared with working capital of $479,696 as of March 31, 2015. The increase in working capital deficiency was primarily attributed to the increase in current liabilities due to an increase in notes payable to the President of the Company.
Cash Flows
Cash Flows Used in Operating Activities
During the year ended March 31, 2016, the Company had $62,367 in cash used in operating activities which was solely attributed to loss from operations, compared to cash used in operating activities of $16,433 during the year ended March 31, 2015. During the year ended March 31, 2015, the Company had a loss from operations of $48,433 with cash used for the operating expenses, and cash flows from an increase of accounts payable of $32,000.
Cash Flows from Investing Activities
During the years ended March 31, 2016 and 2015, the Company used no cash in investing activities.
Cash Flows from Financing Activities
During the years ended March 31, 2016 and 2015, the President advanced the Company $62,415 and $16,507 respectively for operating expenses.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
As a "smaller reporting company", we are not required to provide the information required by this Item.
Item 8.
Item 8. Financial Statements and Supplementary Data.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Yinfu Gold Corporation
(Incorporated in the State of Wyoming, United States of America)
We have audited the accompanying consolidated balance sheets of Yinfu Gold Corporation and subsidiaries as of March 31, 2016 and March 31, 2015, and the consolidated statements of operations, the consolidated statements of stockholders' equity, and the consolidated statements of cash flows for the years ended March 31, 2016 and March 31, 2015. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board ("PCAOB").Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor have we been engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, these consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Yinfu Gold Corporation and subsidiaries as of March 31, 2016 and March 31, 2015, and the consolidated results of its operations and its cash flows for each of the years ended March 31, 2016 and March 31, 2015, in conformity with accounting principles generally accepted in the United States of America.
/s/Anthony Kam & Associates Limited
Anthony Kam & Associates Limited
Certified Public Accountants
July 12, 2016
Hong Kong, China
YINFU GOLD CORPORATION
CONSOLIDATED BALANCE SHEETS
See Notes to the Consolidated Financial Statements.
YINFU GOLD CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
See Notes to the Consolidated Financial Statements.
YINFU GOLD CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
*: "EFI" stands for Eternal Fairy International Ltd., a British Virgin Islands corporation. This abbreviation applies to the consolidated financial statements and the notes to the consolidated financial statements.
See Notes to the Consolidated Financial Statements.
YINFU GOLD CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
See Notes to the Consolidated Financial Statements.
YINFU GOLD CORPORATION
Notes to the Consolidated Financial Statements
March 31, 2016 and 2015
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Yinfu Gold Corporation (the "Company") is a Wyoming corporation incorporated on September 1, 2005 under the name Ace Lock and Security, Inc. with an established a fiscal year end of March 31. On March 5, 2007, we filed a Certificate of Amendment with the Wyoming Secretary of State to change our name to Element92 Resources Corp. and increased our authorized capital to 1,000,000,000 common shares. On August 16, 2010 the Company filed an amendment with the State of Wyoming changing its name from Element92 resources Corp. to Yinfu Gold Corporation and on November 18, 2010, the Company received a notification from the Financial Industry Regulatory Authority ("FINRA") that the Company's change of name to Yinfu Gold Corporation was posted as effective with FINRA. The Company was established as an exploration stage company engaged in the search for commercially viable minerals.
We no longer pursue opportunities related to the exploration of minerals. Our name change to Yinfu Gold Corporation, as filed with the State of Wyoming on November 18, 2010, signified that we have commenced working toward a major change in our business plan and business model.
Effective November 20, 2014, the Company executed a Sale and Purchase Agreement (the "Agreement") to acquire 100% of the shares and assets of China Enterprise Overseas Investment & Finance Group Limited ("CEI"), a British Virgin Islands corporation. Pursuant to the Agreement, the Company has agreed to issue 800 million restricted common shares of the Company to the owners of CEI.
Dahua Online Shopping Mall (http://www.dahuacheng.com) is an online shopping platform in the China market with two mainstream e-commerce models: business to business (B2B) and business to consumer (B2C). There are over 3,000 suppliers all over the China to provide an online listing of millions of commodities. The real-time payment system of Dahua is convenient, safe and fast.
Dahua Online Shopping Mall has registered 31 million members as of November 17, 2014.
Pursuant to the Agreement, on or before January 1, 2015, CEI was to deliver to the Company, duly authorized, properly and fully executed documents in English, evidencing and confirming the sale of 100% of the shares of CEI and its assets, specifically detailing the assets and an asset valuation by a third-party valuator. The valuation report was received by the Company on January 28, 2015.
Additionally, the Agreement stated that both parties agreed that all shares issued, pursuant to the terms and conditions of the agreement, were to be issued as soon as practicable following the signing of the agreement, but all shares so issued were to be held in escrow until all terms and conditions are met.
The various terms and conditions of the Agreement were fulfilled on January 28, 2015, therefore, the share certificates representing the shares have been issued in the names of the CEI shareholders and the Agreement between the Company and CEI was closed on January 28, 2015.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United States and presented in US dollars.
Principles of Consolidation
For March 31, 2016, the consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries, Element Resources International Limited ("Element Resources") incorporated in Hong Kong and CEI. All significant intercompany balances and transactions have been eliminated in consolidation. Prior to January 28, 2015, the financial statements presented are those of CEI.
Use of Estimates
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. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.
Discontinued Operations
The Company follows ASC 205-20, "Discontinued Operations," to report for disposed or discontinued operations.
Cash and Cash Equivalents
Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.
Foreign Currency Translation and Re-measurement
In accordance with ASC 830, "Foreign Currency Matters", the Company's foreign operations whose functional currency is not the U.S. dollar, the assets and liabilities are translated into U.S. dollars at current exchange rates. Resulting translation adjustments are reflected as other comprehensive income (loss) in stockholders' equity. Revenue and expenses are translated at average exchange rates for the period. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are charged to operations as incurred. The Company did not have any significant foreign currency translations for the years ended March 31, 2016 and 2015.
Concentrations of Credit Risk
The Company's financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables that it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company's management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.
Financial Instruments
The Company follows ASC 820, "Fair Value Measurements and Disclosures," which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2016. The carrying values of our financial instruments, including, cash and cash equivalents; accounts payable and accrued expenses; and loans and notes payable approximate their fair values due to the short-term maturities of these financial instruments.
Business Combinations
In accordance with ASC 805-10, "Business Combinations", the Company accounts for all business combinations using the acquisition method of accounting. Under this method, assets and liabilities, including any remaining noncontrolling interests, are recognized at fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and noncontrolling interests is recognized as goodwill. Certain adjustments to the assessed fair values of the assets, liabilities, or noncontrolling interests made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill. Any adjustments subsequent to the measurement period are recorded in income. Any cost or equity method interest that the Company holds in the acquired company prior to the acquisition is re-measured to fair value at acquisition with a resulting gain or loss recognized in income for the difference between fair value and the existing book value. Results of operations of the acquired entity are included in the Company's results from the date of the acquisition onward and include amortization expense arising from acquired tangible and intangible assets.
Deferred Income Taxes and Valuation Allowance
The Company accounts for income taxes under ASC 740, "Income Taxes." Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as at March 31, 2016 and 2015.
Net Loss Per Share of Common Stock
The Company has adopted ASC Topic 260, "Earnings per Share," ("EPS") which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.
The following table sets forth the computation of basic earnings per share, for the years ended March 31, 2016 and 2015:
Commitments and Contingencies
The Company follows ASC 450-20, "Loss Contingencies," to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of March 31, 2016 and 2015.
Advertising Costs
The Company follows ASC 720, "Advertising Costs," and expenses costs as incurred. No advertising costs were incurred for the years ended March 31, 2016 and 2015.
Related Parties
The Company follows ASC 850, "Related Party Disclosures," for the identification of related parties and disclosure of related party transactions. See note 5.
Revenue Recognition
The Company will recognize revenue from the sale of products and services in accordance with ASC 605, "Revenue Recognition." However, the Company will recognize revenue only when all of the following criteria have been met:
i) Persuasive evidence for an agreement exists;
ii) Service has been provided;
iii) The fee is fixed or determinable; and,
iv) Collection is reasonably assured.
Recent Accounting Pronouncements
In May 2014 and again in August 2015, the Financial Accounting Standards Board issued amended accounting guidance on revenue recognition that will be applied to all contracts with customers. The objective of the new guidance is to improve comparability of revenue recognition practices across entities and to provide more useful information to users of financial statements through improved disclosure requirements. This guidance is effective for annual and interim periods beginning in 2019. Early adoption is permitted, but only beginning in 2018. The Company is currently assessing the impact of adoption on its consolidated financial statements.
Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company's management believes that these recent pronouncements will not have a material effect on the Company's financial statements.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established an ongoing source of revenues sufficient to cover its operating cost, and requires additional capital to commence its operating plan. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern.
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan to obtain such resources for the Company include: sales of equity instruments; traditional financing, such as loans; and obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.
There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
NOTE 4 - STOCKHOLDERS' EQUITY (DEFICIT)
Common Stock
Effective December 8, 2014, the Company increased the authorized capital from 1,000,000,000 common shares to 3,000,000,000 common shares. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the corporation is sought.
On February 6, 2015, the Company issued 1.2 billion restricted common shares of the Company to the owners of EFI for acquiring 100% ownership of EFI. The 1.2 billion restricted common shares were held in escrow, and were cancelled on September 22, 2015.
As of March 31, 2016, the Company has 991,770,362 shares of common stock issued and outstanding. As of March 31, 2015, the Company has 2,191,770,362 shares of common stock issued, of which the 1,200,000,000 restricted common shares were held in escrow.
The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.
NOTE 5 - RELATED PARTY TRANSACTIONS
During the year ended March 31, 2016, Mr. Jiang Libin, the President and a director of the Company, had advanced the Company $62,415 for operating expenses. These advances have been formalized by non-interest bearing demand notes.
During the year ended March 31, 2015, Mr. Jiang Libin had advanced the Company $16,507 for operating expenses. These advances have been formalized by non-interest bearing demand notes.
As of March 31, 2016, the Company owed $487,358 and $126,172 to Mr. Tsap Wai Ping, the former President of the Company (the "Former President", resigned on October 31, 2014) and Mr. Jiang Libin respectively.
As of March 31, 2015, the Company owed $487,358 and $63,757 to the Former President and Mr. Jiang Libin respectively.
During the year ended March 31, 2016, no shares were issued to related parties and no reverse acquisition occurred.
On January 28, 2015, the Company issued 800 million restricted common shares of the Company to the stockholders and related parties of CEI in exchange of 15,600 shares of CEI's common stock, representing 100% of its issued and outstanding common stock.
The first five persons in the above table were the only five stockholders of CEI prior to the reverse acquisition. Mr. Liu Jun and Mr. Chen Qiang were the consultants of CEI prior to the reverse acquisition.
Mr. Liu Jun is the former President and a former director of the Company who was appointed on November 12, 2014 and resigned on June 10, 2015. All other six persons were not related to the Company prior to the reverse acquisition. Mr. Chen Qiang is the Chief Administration Officer of the Company who was appointed on December 12, 2015 and resigned on May 31, 2016.
NOTE 6-DISCONTINUED OPERATIONS
The Company originally intended to be involved in the exploration of minerals in the People's Republic of China (the "PRC"). Based on management's analysis of the current operations, expected growth, and opportunities in the sector, during the year ended March 31, 2015, the Company has determined to discontinue operations related to the Company's subsidiary Element Resources International Limited, based in Hong Kong.
The following presents the financial information of the discontinued subsidiary of the Company, Element Resources International Limited.
NOTE 7 - BUSINESS COMBINATION
No business combination occurred during the year ended March 31, 2016.
Effective November 20, 2014, the Company executed the Agreement to acquire 100% of the shares and assets of CEI. Pursuant to the Agreement, the Company has agreed to issue 800 million restricted common shares of the Company to the owners of CEI.
The various terms and conditions of the Agreement have been fulfilled on January 28, 2015. As a result, the shares as referred to in the Agreement made between the Company and CEI were delivered on January 28, 2015.
For financial reporting purposes, the Agreement represented a "reverse merger", and CEI is deemed to be the accounting acquirer in the transaction. The Agreement is being accounted for as a reverse merger and recapitalization. CEI is the acquirer for financial reporting purposes, and the Company is the acquired company. The consummation of this reverse acquisition resulted in a change of control. Accordingly, the historical financial statements prior to the acquisition are those of the accounting acquirer, CEI and have been prepared to give retroactive effect to the reverse acquisition completed on January 28, 2015, and represent the operations of CEI. The consolidated financial statements after the acquisition date, January 28, 2015 include the balance sheets of both companies at historical cost, the historical results of CEI and the results of the Company from the acquisition date. All share and per share information in the accompanying consolidated financial statements and footnotes has been retroactively restated to reflect the recapitalization.
The statement of financial position of the Company and CEI immediately before the business combination on January 28, 2015:
The statement of operations of the Company and CEI immediately before the business combination:
No significant transactions occurred from December 31, 2014 to January 28, 2015.
Statement of Stockholders' Equity of the Company, from April 1, 2014 to January 28, 2015
Statement of Stockholders' Equity of CEI, for the year ended December 31, 2014
No significant transactions occurred from December 31, 2014 to January 28, 2015.
NOTE 8 - SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date these financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
There were no disagreements with our accountants related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the 2011 fiscal years.
On May 25, 2012, the Company accepted the resignation of Parker Randall CF (H.K.) CPA Limited, Chartered Accountants ("Parker Randall"). The report issued by Parker Randal dated August 10, 2011 relating to its audit of our balance sheet as of March 31, 2011 and the related statement of operations, stockholder's deficit and cash flows for the year ending March 31, 2011 with an unqualified opinion.
Our decision to accept the resignation of Parker Randall is not the result of any disagreement between us and Parker Randall on matters of accounting principles or practices, financial statement disclosure or auditing scope or procedures. During our most recent fiscal years through the date of dismissal of Parker Randall, there were no disagreements with Parker Randall on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Parker Randall, would have caused Parker Randall to make a reference to the subject matter of the disagreement in connection with its reports. Pursuant to the rules of the SEC applicable to smaller reporting companies, Parker Randall was not required to provide an attestation as to the effectiveness of our internal control over financial reporting.
There were no reportable events (as that term is defined in Item 304(a)(1)(v) of Regulation S-K) during our most recent fiscal years through the date of dismissal of Parker Randall. Our Board of Directors discussed the subject matter referred to above with Parker Randall. We authorized Parker Randall to respond fully and without limitation to all requests of our successor accountant concerning all matters related to the annual and interim periods audited and reviewed by Parker Randall, including with respect to the subject matter of any reportable event.
There were no disagreements with our accountants related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the period from July 19, 2012 to July 1, 2016.
Effective July 1, 2016, the Board of Directors of Yinfu Gold Corporation, dismissed MaloneBailey LLP ("MaloneBailey") as the Company's auditor. During the period from July 19, 2012 to July 1, 2016 MaloneBailey did not tender any reports or audit opinions on the Company's financial statements nor did Malone Bailey render an adverse opinion or disclaimer of opinion.
Our decision to dismiss MaloneBailey is not the result of any disagreement between us and MaloneBailey on matters of accounting principles or practices, financial statement disclosure or auditing scope or procedures. During the period from July 19, 2012 to July 1, 2016, there were no disagreements with MaloneBailey on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of MaloneBailey, would have caused MaloneBailey to make a reference to the subject matter of the disagreement in connection with its reports. During the period from July 19, 2012 to July 1, 2016, MaloneBailey did not advise the Company that the internal controls necessary for the Company to develop reliable financial statements did not exist.
There were no reportable events (as that term is defined in Item 304(a)(1)(v) of Regulation S-K) during the period from July 19, 2012 to July 1, 2016. Our Board of Directors discussed the subject matter referred to above with MaloneBailey. We have authorized Malone Bailey to respond fully to the inquiries of the successor accountant.
Effective on July 1, 2016 and with the approval of our Board of Directors, we have engaged Anthony Kam & Associates, Ltd ("AKAM") of Hong Kong, as our new registered independent public accountant. During the year ended March 31, 2016, and prior to July 1, 2016 (the date of the new engagement), the Company did not consult with AKAM regarding (i) the application of accounting principles to a specified transaction, (ii) the type of audit opinion that might be rendered on the Company's financial statements by AKAM, in either case where written or oral advice provided by AKAM would be an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issues or (iii) any other matter that was the subject of a disagreement between us and our former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively).
Item 9A.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain "disclosure controls and procedures," as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer ("CEO")/Chief Financial Officer ("CFO"), as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the "Evaluation"), under the supervision and with the participation of our CEO/CFO of the effectiveness of the design and operation of our disclosure controls and procedures ("Disclosure Controls") as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this evaluation and the existence of the material weaknesses discussed below in "Management's Report on Internal Control over Financial Reporting," our management, including our CEO/CFO concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of the end of the period covered by this Report.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Management's Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. With the participation of our Chief Executive and Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2016 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control - Integrated Framework. Based upon such evaluation, our management concluded that we did not maintain effective internal control over financial reporting as of March 31, 2016 based on the COSO framework criteria, as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.
The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; and (4) management dominated by two individuals without adequate compensating controls. The aforementioned material weaknesses were identified by our Chief Executive and Financial Officer in connection with the review of our financial statements as of March 31, 2016.
Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
This Annual Report on Form 10-K does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting due to permanent exemptions for smaller reporting companies.
Officers' Certifications
Appearing as exhibits to this Annual Report are "Certifications" of our Chief Executive Officer and Chief Financial Officer. The Certifications are required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the "Section 302 Certifications"). This section of the Annual Report contains information concerning the Controls Evaluation referred to in the Section 302 Certification. This information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the year ended March 31, 2016, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
Item 9B.
Item 9B. Other Information
None.
PART III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance
All directors of the Company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of the Company are appointed by the board of directors and hold office until their death, resignation or removal from office. The directors and executive officers, their ages, positions held, and duration as such, are as follows:
Background of Officers and Directors
Liu Jun: President and Director
Mr. Liu Jun graduated from the Harbin Institute of Technology Department of Applied Physics with a Bachelor's degree and is a Distinguished Member of the Chinese Academy of e-government experts. In October 2009, he won the "China Outstanding Innovative Entrepreneur" award.
Since March 2003 to the present, he has served as a Director of the sub-center for the State Government Online Project Service Center in Shenzhen and since August 2011 he has also served as honorary vice president of Sichuan Vocational Institute of Media Culture and Media Department of visiting professors.
Mr. Liu Jun also currently serves on the Expert Committee of E-commerce for several Universities and is Honorary Vice Headmaster and visiting professor in Shi Chuan Culture and Media College.
From May 2008 to December 2009 he served as Chairman and President of Morgan Networks one of the first online shopping centers in China. In December of 2008, Morgan Networks launched a new service product: Morgan RTGS (Real Time Gross Settlement) system. It solved the problem of the delay in the settlement of payments to each business party and promoted the efficiency of cash settlement. Mr. Liu Jun served as chairman and chief executive at Morgan Network and was responsible for the company's operations and management as well as dealing directly with foreign and institutional investors.
Beginning in December 2001, he funded and founded a startup e-commerce company called the B2B.cn Group. Within six years it had developed into a company with twelve branches and two thousand employees. In December 2007, it was acquired by the Softbank SAIF Investment Company. He was responsible for all aspects of the company's management, organization, planning and guidance.
In December 2000, he was appointed as head of marketing at Alibaba Group. Alibaba was founded in 2000 and soon began to open branches around China. As market head, Liu Jun opened Alibaba's first branch offices in Southern China. He served in that position until December 2001.
In February 2000, Liu Jun was appointed as the vice president of the Zhong Hua Unit Network, an information company providing various types of supply and demand information for Chinese enterprises. Three months later in May 2000, he was promoted to President. He was responsible for the overall management of the company's operations, and China national markets. He served with the company until December 2000.
From January 1999 to February 2000, he was the project manager and assistant to the president for the inauguration of the Dongli Group, one of China's largest Internet companies. His function was to assist the president with daily work management and internal and external coordination and supervision of all projects.
Li Qiu Yu: President and Director
Mr. Li Qiuyu earned his Master's degree in Executive Business Administration from Shanghai Tongji University in June 2015. He received his Bachelor's Degree in Economics from Jiangxi University of Finance and Economics in June 2012.Since September 2013 he has served as the vice president of the Shanghai and Guangxi Chamber of Commerce.
In September 2014 became a member of the Tongji University Design Association and in March 2015 he was elected Vice president of Wenzhou Ecological Endowment Association. From August 2008 to May 2015 he served as Managing Director of Macalayking Architecture Design Co., Ltd. where he was solely responsible for the development of corporate strategy and the company's daily affairs.
From December 2003 to August 2008 he worked for Urban Architectural Design Co., Ltd. as the China Marketing Manager. From December 2003 to June 2004 he was that company's General Manager Assistant.
Jiang Libin: President and Director
Mr. Jiang Libin graduated in June 1985 with an International Trade Diploma from Shenzhen University, Guangdong, China with a major in foreign economy and trade. From July 1980 to December 1997 he worked as Section Chief and General Manager in the Economy and Trade Ministry of Foreign Trade Group for foreign trade in China where he was responsible for import and export trade and strategic development planning.
From January 1998 to April 2001 he was the General Manager and Legal Representative for Shenzhen Xuteng Development Co., Ltd., an import and export company. He was responsible for overall strategy and daily company management. Starting in April 2001 he served as Director of Heilongjiang Economic and Trade Committee Shenzhen office, where he was responsible for international development strategy and the daily management of the department. He served in that capacity until December 2003.
He also served as General Manager and Company Legal Representative of the Shenzhen Longyue Trade Co., Ltd., a trading company of agricultural products, from January 2004 until May 2007. In those roles he was fully responsible for overall operation and management of the company. He served as President of the Northeast Region of ITAT International Brands Clothing Club Group Ltd.
From May 2007 until July 2009 and also from July 2009 to May 2005 he was Chief Executive Officer of Liaoning Jinzhou Times Group, a department store chain company.
Since May 2015 he has assisted the Company as manager in charge of its Investment Department.
Zhang Hong: Director
Mr. Zhang Hong graduated from Shanxi College of Science and Technology in June 1990 with a diploma in Business Administration. From July 1988 to June 1990, he received on-the-job education in shareholding reform at Shanxi College of Science and Technology.
From January 2015 to present he served as Chairman of the Board of Directors at Shenzhen Qianhai Yinfeng Capital Management Co., Ltd., where he was fully responsible for the overall operation of the company. From September 2005 to January 2015, he was Director and General Manager of Guangxi Guiran Energy Company, with responsibilities for development, application, promotion, sales, warehousing and transport of new energy, Liquid Natural Gas, oil and gas integration.
From May 1996 to September 2005 he was General Manager of Shenzhen Peizheng Pharmaceutical Co., Ltd. and in charge of R&D, production and sales of new-type special effect medicine. From July 1992 to May 1996 he served as Deputy Director and later Director of Shenzhen Office of the Fifth Office of the Guangxi Zhuang Autonomous Region, responsible for coordination between governmental departments and international information and cultural exchange.
From May 1983 to July 1992 he was Business Chief at the Introduction Division of the Economic Office of Futian District Government, Shenzhen (a state officer), responsible for international affairs, processing raw materials on clients' demands, assembly of parts for clients and processing according to the clients' samples or engaging in compensation trade, foreign investment attraction, joint venture cooperation, import and export trade, customs declaration and clearance.
From September 1981 to May 1983 he was a state officer at the Urban Construction Command Department of Bao'an Township, Shenzhen with job responsibilities relating to urban planning and development, building construction, mechanical equipment, utility installation, earth and stone work engineering and transportation.
Zhang Hong has accumulated practical experience in team building, project operation and investment management and has developed extensive governmental relationships and social resources. He also has been devoted to public philanthropy and in supporting many poor students and orphans. As a council member and general affairs officer of Lions Clubs International, he continues to work with domestic and international charities in planning and organizing many large-scale charitable events.
Chen Qiang: Chief Administration Officer
Mr. Chen Qiang is one of the pioneers in eCommerce and Internet business in China market, who co-founded China's largest eCommerce website B2B.cn. He served as vice president of Pacrim International Capital Inc., deputy sectary general of IHFO, chief executive of Tiger & Leopard Entertainment and Morgan Online Shopping Mall. He studied business management from Suzhou University.
Yang Jin Lin: Chief Public Relations and Media Officer
Mr. Yang Jinlin is an associate researcher and visiting professor in Taiwan Research Institute of Xiamen University, and also a visiting professor in Jinan University, Huaqiao University and Zhejiang University of Media and Communications.
He was the chief journalist and chief editor in several influential newspapers.
In 2002, he joined Phoenix TV and anchored several well-known programs, including Read Newspapers Everyday, Weekly Comment, How the World Views China and World Olympic Report.
Tsang Yuk Chuen: Chief Financial Officer
Mr. Tsang Yuk Chuen joined ELRE as Chief Financial Officer in March 2016. He brings more than 10 years of financial and management experience to the company. Before ELRE, Mr. Tsang served as CFO for Aetos Group Inc. for 5 years. At Aetos Group, he provided executives with timely and accurate financial statements, ongoing cash flow projections, oversight over accounting and finance operations, as well as design and maintenance of the financial reporting structures.
Mr Tsang was a senior auditor from 2007 to 2010 in Harrington Group CPAs LLP in California, USA. As a senior auditor, he was not only responsible for auditing financial statements, but also help clients to evaluate all aspects of their internal control systems. He typically assisted with the identification of key risks and design of mitigating controls, documentation of principle procedures and performing pre-audit testing to evaluate existing compliance.
Mr Tsang was an accounting manager from 2004 to 2006 at Ogeek LLC in California, USA.
Mr Tsang was a sales and marketing manager from 2000 to 2003 at BTC Inc. in California, USA.
Mr Tsang holds a Master degree in Accounting and Information System from University of Kansas.
Employment Agreements
We have no formal employment agreements with any of our employees, directors or officers.
Family Relationships
There are no family relationships between any of our directors and executive officers.
Potential Conflicts of Interest
We are not aware of any conflicts of interest with our directors and officers.
Involvement in Certain Legal Proceedings
None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past five years:
1. A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
2. Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
3. Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
i.
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity
ii.
Engaging in any type of business practice; or
iii.
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
4. Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;
5. Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
6. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
7. Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
i.
Any Federal or State securities or commodities law or regulation; or
ii.
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
iii.
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8. Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
Compliance with Section 16(a) of the Exchange Act
The Company's common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, officers, directors and principal shareholders are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.
Code of Ethics
We have adopted a Code of Business Conduct and Ethics that applies to, among other persons, members of our board of directors, our Company's officers including our President, Chief Executive Officer and Chief Financial Officer, employees, consultants and advisors. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote:
1.
honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
2.
full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;
3.
compliance with applicable governmental laws, rules and regulations;
4.
the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and
5.
accountability for adherence to the Code of Business Conduct and Ethics.
Our Code of Business Conduct and Ethics requires, among other things, that all of our company's senior officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.
In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly senior officers, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws. Any senior officer, who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our Company. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our Company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company's Code of Business Conduct and Ethics by another.
The Company will provide to any person, without charge and upon request, a copy of the code of ethics. Any such request must be made in writing to the Company at, Suite 2408, Dongfang Science and Technology Mansion, Nanshan District, Shenzhen, China 518000
Board and Committee Meetings
Our board of directors currently consists of two members, Jiang Libin and Zhang Hong. The Board held no formal meetings during the year ended March 31, 2016. Until the Company develops a more comprehensive Board of Directors, all proceedings will be conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Wyoming General Corporate Law and our Bylaws, as valid and effective as if they had been passed at a meeting of the directors duly called and held.
Nomination Process
As of March 31, 2016, we did not affect any material changes to the procedures by which our shareholders may recommend nominees to our board of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors has determined that it is in the best position to evaluate our company's requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of our company at the address on the cover of this annual report.
Audit Committee
Currently the Company is developing a comprehensive Board of Directors and does not have an Audit Committee. The Company intends to appoint audit, compensation and other applicable committee members as it appoints individuals with pertinent expertise.
Audit Committee Financial Expert
Our board of directors does not have a member that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K.
Item 11.
Item 11. Executive Compensation.
The following tables set forth, for each of the last two completed fiscal years of the Company, the total compensation awarded to, earned by or paid to any person who was a principal executive officer during the preceding fiscal year and every other highest compensated executive officers earning more than $100,000 during the last fiscal year (together, the "Named Executive Officers"). The tables set forth below reflect the compensation of the Named Executive Officers.
____________________
(1)
Tsap Wai Ping held the positions of President, Chief Executive Officer (CEO) and Director, of the Company from June 6, 2012 through October 31, 2014.
(2)
Wang Bing Gang held the position of President and Director from October 31, 2014 through November 12, 2014
(3)
Lin Jun held the position of President and Director from November 12, 2014 through June 10, 2015
(4)
Li Qiu Yu held the position of President and Director from June 10, 2015 through December 12, 2015
(5) Jiang Libin was appointed as the President, Secretary and Director on December 12, 2015.
(6) Zhang Hong was appointed as a Director on December 12, 2015.
(7) Li Qiu Yu was appointed as the Chief Operation Officer on December 12, 2015.
(8) Chen Qiang was appointed as the Chief Administration Officer on December 12, 2015.
(9) Yang Jin Lin was appointed as the Chief Public Relations and Media Officer on December 12, 2015.
(10) Tsang Yuk Chuen was appointed as the Chief Financial Officer on March 1, 2016.
Other than set out below there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.
Grants of Plan-Based Awards
There were no grants of plan based awards during the year ended March 31, 2016.
Outstanding Equity Awards at Fiscal Year End
There were no outstanding equity awards at the year ended March 31, 2016.
Option Exercises and Stock Vested
During the year ended March 31, 2016, there were no options exercised by our named officer.
Compensation of Directors
We do not have any agreements for compensating our directors for their services in their capacity as directors.
Pension, Retirement or Similar Benefit Plans
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth, as of July 12, 2016, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.
____________________
(1) The persons named above may be deemed to be a "parent" and "promoter" of the Company, within the meaning of such terms under the Securities Act of 1933, as amended, by virtue of his direct holdings in the Company.
(2) Based on 991,770,362 shares issued and outstanding as of July 12, 2016.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Security Ownership of Certain Beneficial Owners and Management
Not applicable.
Shareholder loan
Up to March 31, 2016, Mr. Jiang Libin, appointed as the President and a director of the Company on December 12, 2015, has advanced the Company $126,172 and Mr. Tsap Wai Ping, the former President of the Company who resigned on October 31, 2014, has advanced the Company $487,358 for operating expenses.
Director Independence
Our Board of Directors has determined that it does not have a member that is "independent" as the term is used in Item 7(d) (3) (iv) of Schedule 14A under the Exchange Act.
Item 14.
Item 14. Principal Accounting Fees and Services
The aggregate fees billed for the most recently completed fiscal year ended March 31, 2016 and the year ended March 31, 2015 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
____________________
(1) Audit fees consist of fees incurred for professional services rendered for the audit of our financial statements, for reviews of our interim financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection with statutory or regulatory filings or engagements.
(2) Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our financial statements, but are not reported under "Audit fees."
(3) Tax fees consist of fees billed for professional services relating to tax compliance, tax planning, and tax advice.
(4) All other fees consist of fees billed for all other services.
Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.
Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors' independence.
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules
Exhibits
In reviewing the agreements included as exhibits to this annual report on Form 10-K, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about our company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:
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should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
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have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
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may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
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were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this annual report on Form 10-K and the Company's other public filings, which are available without charge through the SEC's website at http://www.sec.gov.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: July 13, 2016
By:/s/ Jiang Libin
Jiang Libin
President, Secretary and Director
Date: July 13, 2016
By:/s/ Tsang Yuk Chuen
Tsang Yuk Chuen
Chief Financial Officer