ITEM 1. BUSINESS.
Background
Green Standard Technologies, Inc. (F/K/A Baoshinn Corporation) (“The Company”) was incorporated under the laws of the State of Nevada on September 9, 2005, under the name of JML Holdings, Inc. The Company merged with Baoshinn International Express, Inc. (“BSIE”) on March 31, 2006, by acquiring all of the issued and outstanding common stock of BSIE in a share exchange transaction. We issued 16,500,000 shares of our common stock in exchange for 100% of the issued and outstanding shares of BSIE common stock.
The transaction was accounted for as a recapitalization of BSIE whereby BSIE is deemed to be the accounting acquirer and is deemed to have adopted our capital structure.
Effective on October 19, 2011, each of ten (10) shares of the Company’s Common Stock, par value $.0001 per share, issued and outstanding immediately prior to that date (the “Old Common Stock”) were automatically and without any action on the part of the shareholders, reclassified and changed into one (1) share of the Company’s outstanding Common Stock (the “New Common Stock”) with a par value $.0001 per share.
On June 17, 2015, Baoshinn Corporation has been amended to the name “Green Standard Technologies, Inc.”.
On March 4, 2013 the Company acquired all the outstanding stock of Olive Oils Direct International Inc. (“OODI”), a corporation formed under the laws of the State of Wyoming. In accordance with the terms of the Exchange Agreement between the parties, certain Company’s shareholders (the “Company Selling Shareholders”) transferred 1,485,000 shares of the common stock of the Company (the “Company Shares”) to the shareholders of OODI (the “OODI Shareholders”). In return, the OODI Shareholders transferred all of the outstanding shares of common stock of OODI to the Company, and they paid $100,000.00 in cash to the Company Selling Shareholders. In addition, immediately prior to the closing of the acquisition, the Company spun off its operating subsidiary, Hong Kong Holdings, Inc., to its shareholders. OODI then became a wholly-owned subsidiary of the Company.
The transaction was accounted for as a “reverse merger”, since the original stockholders of the OODI own a majority of the outstanding shares of the Company stock immediately following the completion of the transaction on March 4, 2013. OODI was the legal acquiree but deemed to be the accounting acquirer, the Company was the legal acquirer but deemed to be the accounting acquiree in the reverse merger. The historical financial statements prior to the acquisition are those of the accounting acquirer (OODI). Historical stockholders’ equity of the acquirer prior to the merger was acquirer’s stockholders’ equity. Operations prior to the merger are those of the acquirer. After completion of the transaction, the Company’s consolidated financial statements include the assets and liabilities of the Company and its subsidiaries, the operations and cash flow of the Company and its subsidiaries.
OODI is a development-stage company that plans to develop and operate a retail internet website specializing in gourmet Italian food products. Those products shall include olive oils, pastas, vinegars and other gourmet Italian food items. In addition, in the future OODI may offer cooking items, such as utensils, cooking tools and similar products from other countries. OODI is currently developing an e-commerce website by the name of www.OliveOilsDirect.com that will sell products inventoried by OliveOilsDirect.com and other products offered by other large well-established retailers. OODI is a “development stage company” and is subject to compliance under ASC915-15. It is devoting its resources to establishing the new business, and its planned operations have not yet commenced; accordingly, no revenues have been earned during the period from April 15, 2011 (date of inception) to March 31, 2015.
On March 31, 2015, the Company disposed the operation unit of OODI for US$1,000 to Jet Express Trading Limited, a Hong Kong registered company.
On April 23, 2013 the Company incorporated a subsidiary company in Hong Kong under the name Syndicore Asia Limited.
On April 1, 2013, the Board of Directors resolved to pay an officer for a monthly service fee of US$4,250. The fee was raised to US$10,000 per month as of October 1, 2013. The Company has an option to pay the officer by common stock in lieu of cash at a rate of $0.005 per share. During 2013, the Company issued 1,700,000 shares on June 3, 2013; 850,000 shares on July 2, 2013; 850,000 shares on August 5, 2013 and 850,000 shares on September 6, 2013 with an aggregate of 4,250,000 shares in lieu of $21,250 compensation to the officer. The amounts recorded were about $85,000 at fair price per ASC 718.
On May 31, 2013 the Registrant completed an offering of 15,000,000 shares of its common stock. These shares were sold to a total of eighteen (18) shareholders for a total consideration of $75,000. These shares were sold on a private placement basis and the Company paid no commission in connection with such sales.
On November 15, 2013 we forfeited and canceled 3,365,000 shares common stock which was subscribed by four (4) shareholders on May 31, 2013. However, they did not fulfill their payment obligation on the shares that were valued at $16,825 according to the subscription term. The Company forfeited and canceled such 3,365,000 common shares.
Syndicore Asia Limited - Professional Sports Video Syndication
Syndicore Asia Limited (“SAL”) is a wholly owned subsidiary of the Company formed under the laws of Hong Kong. SAL is an online media company that syndicates professional sports video in a cloud-based, multimedia conduit serving a growing, global community of content creators, news outlets and leading brands. SAL will be a provider of syndicated sports video media to news organizations in the Asia Pacific region. In addition, SAL plans to aggregate content from the Asia Pacific region and provide it to news organizations around the world.
On December 15, 2013, SAL entered into a Distribution Agreement (the “Distribution Agreement”) with SendtoNews Video, Inc., a British Columbia company (“STN”). Under the terms of the Distribution Agreement, SAL was granted an exclusive license to use, modify, edit, reproduce, distribute, feed, store, communicate, display, and transmit STN’s content in the Asia Pacific Territory (the “Content”). STN is the content provider for various worldwide sporting events. STN would also provide on-going assistance to SAL with regard to technical, administrative, and service-orientated issues relating to the delivery, utilization, transmission, storage and maintenance of the Content.
On January 20, 2014, SAL entered into a revised Distribution Agreement whereby STN has agreed to provide SAL transferrable rights for the use, reproduction, storage, display, and transmission of certain content subject to pre-approval in writing from STN. In addition, the revised Distribution Agreement includes changes to the revenue sharing terms, and adds a share of advertising revenue directly resulting from aggregated content by SAL within the territory.
SAL will strive to become a leading digital content provider for the Asia Pacific region, capitalizing on an explosively growing market with local, regional and national content that was previously unavailable in the area. This is a new and exciting market, and offers exciting opportunities for expansion and growth. SAL will also be the exclusive Asian partner and distributor for SendtoNews. There is no assurance, however, that SAL will be successful in its efforts.
SAL’s exclusive distribution agreement with SendtoNews Video Incorporated (“STN”) for the Asia Pacific region includes major markets such as Japan, China and India. SAL now has distribution rights of online content for some of the world’s leading sports organizations with some highlights, player interviews and other fan-interest content. SAL, being the exclusive provider in the Asia Pacific region for highly sought after content, offers deep market exposure with unprecedented efficiency and metrics-driven transparency. On the other side of the distribution chain, we plan to create SAL’s own proprietary news partnerships to provide guaranteed content distribution in return for a corresponding share of advertising revenues to a news industry looking to supplement their rapidly declining traditional ad revenue with viable “digital-age” revenue.
• Digital ad spending is on the rise. It is forecasted to expand from $117.60 billion USD in 2013 to $173.12 billion USD in 2017. (Go-Globe.com)
• The increase in worldwide digital ad spending is led by the Asia-Pacific region and specifically China.
• In 2013, China accounted for nearly 4 in every 10 digital ad dollars spent in the Asia-Pacific region. (Infographic)
• China is estimated to reach 33% of the world’s total ad spending by 2017. (Infographic)
Online Video Overview for 2013:
• Watching online videos is now a mainstream activity. 78% of people watch online videos at least once a week and 55% watch online videos everyday
• Branded video content reaches nearly half (46%) of all internet users. More than half of these people (54%) go on to click though to the brand’s website (Econsultancy)
• 80% of internet users recall watching a video ad on a website they visited in the past 30 days; 46% took some action after viewing the ad (Online Publishers Association)
• Video promotion is over 6 times more effective than print and online (b2bmarketing.net)
• Dr. James McQuivey of Forrester Research says a minute of video is worth 1.8 million words
• 81% of senior marketing executives now use online video content in their marketing programs, up from 70% in 2011 (MarketingProfs)
• Cisco expects video to account for 57% of consumer internet traffic by 2015, nearly four times as much as regular web browsing and email
• 90% of information transmitted to the brain is visual, and visuals are processed 60,000X faster in the brain than text (3M Corporation & Zabisco)
Management believes that SAL’s customers will be willing to pay a “premium CPM” because:
• The ability to sponsor exclusive, highly sought-after short form sports video content
• Deep, creative advertising opportunities - other than rudimentary logo/banner overlays and pre-roll
• Premium positioning
• Unprecedented transparency and near real-time performance metrics to evaluate their investment
• Securing sponsorships with sports related enterprises
• Stronger control over distribution to help target intended audience.
• SAL currently have a mobile app in development and hope to move into that segment of the market. SAL has been engineering its own cutting edge, interactive mobile app for smart phones and tablet use. App functionality will also be targeted to allow user uploads of local content for sporting events that have no rights holders but are of local interest. The market potential for mobile apps is increasing. For example, currently 30% of South China Morning Post’s traffic comes from smart phones and expecting that number to reach 40% in 2014. (www.inma.org).
• In addition, we also hope to use our website platform and mobile application to expand into other areas of online content such as news clips, amateur video, social media, games or gaming applications, and premium direct content sales. Online applications and mobile platforms may also be used in a multitude of ways including advertising, direct sales, targeted ad campaigns, items or ideas promotions. These online applications allow the SAL the opportunity to diversify into any number of broad spectrum businesses which rely on communicating with a direct audience across a wide spectrum of media platforms.
• Other segments of the market are also benefiting. The high and rapidly increasing popularity of social media platforms such as Facebook, YouTube, and Twitter are expected to revolutionize the marketing strategies employed in areas such as the pharmaceuticals industry. There, in addition to marketing, an increasing number of pharma players have also begun leveraging these platforms to enhance consumer relationships and improve brand management, based on the market intelligence generated by monitoring and analyzing user-generated content. The ability to incorporate consumer feedback to develop new products is also expected to initiate a strategic shift in the operational model of pharma companies. Social media involvements are expected to increase product sales, especially those of OTC drugs, in the long term. Novartis for instance has already begun using YouTube and Facebook to enhance the sales for its OTC drugs such as Comtrex, Orofar and Bufferin. Johnson &Johnson, one of the first pharma giants to enter the social media space, has used online platforms for crisis management - when the company recalled its products (Tylenol and Benadryl tablets) it used social websites to apologize to consumers for irregularities in its manufacturing plant found during FDA inspection.
Subsequently, on January 20, 2014, the parties entered into a revised Distribution Agreement whereby STN has agreed to provide SAL transferrable rights for the use, reproduction, storage, display, and transmission of certain content subject to pre-approval in writing from STN. In addition, the revised Distribution Agreement includes changes to the revenue sharing terms, and adds a share of advertising revenue directly resulting from aggregated content by SAL within the territory.
Syndicore Asia Limited will strive to become a leading digital content provider for the Asia Pacific region, capitalizing on an explosively growing market with local, regional and national content that was previously unavailable. This is a new and exciting market, and offers unparalleled opportunities for expansion and rapid growth. Syndicore Asia Limited will also be the exclusive Asian partner and distributor for SendtoNews.
SAL’s exclusive distribution agreement with SendtoNews Video Incorporated (“STN”) for the Asia Pacific region includes major markets such as Japan, China and India. SAL now has distribution rights of online content for some of the world’s leading sports organizations with the same highlights, player interviews and other fan-interest content. SAL, being the exclusive provider in the Asia Pacific region for highly sought after content, offers deep market exposure with unprecedented efficiency and metrics-driven transparency. On the other side of the distribution chain, we will create SAL’s own proprietary news partnerships to provide guaranteed content distribution in return for a corresponding share of advertising revenues to a News industry looking to supplement their rapidly declining traditional ad revenue with viable “digital-age” revenue.
• Digital ad spending is on the rise. It is forecasted to expand from $117.60 billion USD in 2013 to $173.12 billion USD in 2017. (Go-Globe.com)
·
The increase in worldwide digital ad spending is led by the Asia-Pacific region and specifically
China.
·
In 2013, China accounted for nearly 4 in every 10 digital ad dollars spent in the Asia-Pacific region.
(Infographic)
·
China is estimated to reach 33% of the world’s total ad spending by 2017. (Infographic)
Online Video Overview for 2013:
• Watching online videos is now a mainstream activity. 78% of people watch online videos at least once a week and 55% watch online videos everyday
• Branded video content reaches nearly half (46%) of all internet users. More than half of these people (54%) go on to click though to the brand’s website (Econsultancy)
• 80% of internet users recall watching a video ad on a website they visited in the past 30 days; 46% took some action after viewing the ad (Online Publishers Association)
• Video promotion is over 6 times more effective than print and online (b2bmarketing.net)
• Dr. James McQuivey of Forrester Research says a minute of video is worth 1.8 million words
• 81% of senior marketing executives now use online video content in their marketing programs, up from 70% in 2011 (MarketingProfs)
• Cisco expects video to account for 57% of consumer internet traffic by 2015, nearly four times as much as regular web browsing and email
• 90% of information transmitted to the brain is visual, and visuals are processed 60,000X faster in the brain than text (3M Corporation & Zabisco)
SAL’s customers are willing to pay a “premium CPM” because:
•The ability to sponsor exclusive, highly sought-after short form sports video content
•Deep, creative advertising opportunities - other than rudimentary logo/banner overlays and pre-roll
•Premium positioning
•Unprecedented transparency and near real-time performance metrics to evaluate their investment
•Securing sponsorships with sports related enterprises
•Stronger control over distribution to help target intended audience.
SAL currently has a mobile app in development and hopes to move into that segment of the market. SAL has been engineering its own cutting edge, interactive mobile app for smart phones and tablet use. App functionality will also be targeted to allow user uploads of local content for sporting events that have no rights holders but are of local interest. The market potential for mobile apps is increasing. For example, currently 30% of South China Morning Post’s traffic comes from Smartphones and it is expected that that number will reach 40% in 2014. (www.inma.org).
In addition, we also plan to use our website platform and mobile application to expand into other areas of online content such as news clips, amateur video, social media, games or gaming applications, and premium direct content sales. Online applications and mobile platforms may also be used in a multitude of ways including advertising, direct sales, and targeted ad campaigns. Items or ideas promotions allow SAL the opportunity to diversify into any number of broad spectrum businesses which rely on communicating with a direct audience across a wide spectrum of media platforms.
Other segments of the market are also benefiting. The high and rapidly increasing popularity of social media platforms such as Facebook, YouTube, and Twitter are expected to revolutionize the marketing strategies employed in areas such as the pharmaceuticals industry. There, in addition to marketing, an increasing number of pharma players have also begun leveraging these platforms to enhance consumer relationships and improve brand management, based on the market intelligence generated by monitoring and analyzing user-generated content. The ability to incorporate consumer feedback to develop new products is also expected to initiate a strategic shift in the operational model of pharma companies. Social media involvements are expected to increase product sales, especially those of OTC drugs, in the long term. Novartis for instance has already begun using YouTube and Facebook to enhance the sales for its OTC drugs such as Comtrex, Orofar and Bufferin. Johnson & Johnson, one of the first pharma giants to enter the social media space, has used online platforms for crisis management - when the company recalled its products (Tylenol and Benadryl tablets) it used social websites to apologize to consumers for irregularities in its manufacturing plant found during an FDA inspection.
Syndicore Asia Limited is a wholly-owned subsidiary of the Company. Syndicore Asia Limited is also in the startup phase and is in the process of entering into arrangements and agreements to implement the current business plan. Syndicore Asia Limited is an online media company that syndicates professional sports video in a cloud-based, multimedia conduit serving a growing, global community of content creators, news outlets and leading brands. Syndicore Asia Limited will be a provider of syndicated sports video media to news organizations in the Asia Pacific region. In addition, Syndicore Asia Limited plans to aggregate content from the Asia Pacific region and provide it to news organizations around the world.
Syndicore Asia Limited is devoting its resources to establishing the new business, and its planned operations have not yet commenced. Accordingly, no revenues have been earned during the period from its inception on April 23, 2013 to December 31, 2015.
Green Standard Technologies Enterprises, Inc. (F/K/A Green Standard Technologies, Inc.) - Service Provider to the Cannabis Industry
On August 1, 2014 the Company formed Green Standard Technologies, Inc. (F/K/A Green Standard Technologies, Inc.) (“GSTE”) as a wholly owned subsidiary incorporated under the laws of the state of Nevada. The Company’s second line of business is carried on by this subsidiary.
On June 6, 2015, Green Standard Technologies Inc. amended their name to “Green Standard Technologies Enterprises, Inc.
GSTE is in the medical and recreation marijuana industry, and the establishment of a website will be used to further its business by providing customers with medical and recreational marijuana resources. Management believes that this online presence is essential in developing and expanding their existing business.
On October 29, 2014, GSTE entered into a Website Development Agreement with Social Asylum Inc. (“SAI”). Under the terms of the Agreement SAI has agreed to provide a fully functioning ecommerce website with unique and proprietary functions according to a mutually agreed upon set of features and milestones for a minimum cost of $150,000; however, the cost could potentially be higher depending on the finalized functionality, scope and details. Also included are plans for launch, market and geographic expansion.
GSTE is developing software and support solutions for the cannabis industry. The new business model will consist of a website [www.greenNVY.com] and business management software available to cannabis retailers in those states where the sale of cannabis is legal, either for medical purposes or for recreational purposes. The website will provide a platform for cannabis retailers to interface with retail customers. It will also allow for the creation of an online community for retailers and the consumer. The website will feature a clean, uncluttered and professional interface where the consumers can explore menus while researching strains of cannabis and pricing of cannabis from multiple sources. The website will allow consumers to get discounts and coupons, which will encourage them to try new stores. It will contain a geographical target map of the closest cannabis retail locations with a full profile of each retail outlet. In addition, it will contain a social platform which will allow consumers to chat with each other and read and post reviews within the community. In addition, it will create menu searches that can help the consumer quickly locate their favorite type or brand of cannabis products and services.
For a retailer the website will provide a cloud based business management system that centralizes and automates every aspect of running their business. It will provide encrypted communications through GSTE’s proprietary whisper email and instant messaging platform. It will also provide advertising opportunities in order to allow the retailer to develop new customers. The software will also provide the retailer with global applications which outline menu and review information for each retail location. It will provide mobile coupons through proximity marketing, email and text messages. In addition, it will administer customer loyalty programs and customer porting features that include consumers past orders. For the retailers business, it will offer employee management and human resources applications, payroll management, and employee scheduling. It will also offer retailers payment processing, integration and inventory management. The software will also provide the retailer with a sophisticated level of reporting of all the activity in the store, sales reporting by hour, day, etc., and reports of the best selling products broken down by category, average sale total and spot trends.
At the current time, 23 states have legalized the medicinal use of marijuana and another 10 states are currently considering legalization. In addition, 4 states have made recreational use of cannabis legal, and there are several other states considering legalization of recreational use.
Revenues will be generated from retailers based on monthly subscriptions to the management software and placement on the website. The fees will depend upon what types of features, functionality, marketing, advertising and exposure retailers with to have. In addition, GSTE will generate revenues from banner and text messages, blast advertising, and proximity marketing of email newsletter ads.
GSTE is currently in the startup stage and has no earnings to date. Once it becomes fully operational its business will be strictly to provide products and services to the cannabis industry. GSTE will not be involved in the purchase or sale of cannabis products.
Management’s plans to support GSTE’s operations by raising funds through the sale of the Company’s securities and to rely on officers and directors to perform essential functions with minimal compensation. If we do not raise all of the money we need from the sale of securities, we will have to find alternative sources, such as loans from our officers, directors or others. If we can’t raise enough cash, we will either have to suspend operations until the cash is raised, or cease business entirely.
ITEM 1A.
ITEM 1A. RISK FACTORS.
Not Applicable as a smaller reporting company.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
ITEM 2. PROPERTIES.
We do not own any real property for use in our operations or otherwise. We do not need to rent office space after the spinoff of BSIE.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS.
We may be subject to litigation from time to time as a result of our normal business operations. Presently, there are no material pending legal proceedings to which we are a party or as to which any of our property is subject, and no such proceedings are known to be threatened or contemplated 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
(a)
MARKET INFORMATION. Our common shares are quoted for trading on the OTC Bulletin Board under the symbol “GSTC”. The closing price of our common stock, as reported by the NASDAQ.com on December 31, 2015, was $0.13.
*Over-the-counter market quotations reflects high and low bid quotations and inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.
Our transfer agent and registrar for our common stock is Madison Stock Transfer Inc. Their address is PO Box 145, Brooklyn, New York, USA 11229-0145. Their telephone number is (718) 627-4453. Their fax number is (718) 627-6341.
(b)
HOLDERS. As of December 31, 2015, we had approximately 28 shareholders of record who held 18,725,003 shares of the Company‘s common stock. This number of shareholders does not include shareholders whose shares are held in street or nominee names. We believe that as of December 31, 2015, there are approximately 50 beneficial owners of our Common Stock, when these shareholders are considered.
.
(c)
DIVDEND POLICY. We have not declared or paid any cash dividends on our common stock and we do not intend to declare or pay any cash dividends in the foreseeable future. The payment of dividends, if any, is within the discretion of our Board of Directors and will depend on our earnings, if any, our capital requirements and financial condition and such other factors as our Board of Directors may consider.
(d)
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.
Plan Category
Number of Securities to
Be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
Weighted-Average Exercise Price of
Outstanding Options,
Warrants and Rights
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
Reflected in Column)
Equity compensation plans approved by security holders
None
Nil
Nil
(e) RECENT SALE OF UNREGISTERED SECURITIES.
1) On January 13, 2015 the Registrant completed an offering of 140,000 shares of common stock and warrants (the “Units”). The warrants are exercisable for a period of two years after the subscription date at an exercise price of $.40 per shares. These Units were sold to one shareholder for a total consideration of $42,000. These Units were sold on a private placement basis and the Company paid no commission in connection with such sales.
All sales were made outside of the United States. Securities issued by the Company in these transactions are deemed “restricted securities” within the meaning of that term as defined in Rule 144 of the Securities Act and have been issued pursuant to the “private placement” exemption under Section 4(2) of the Securities Act. These transactions did not involve any public offering of securities. The Investor who purchased securities in the private placement had access to information about the Registrant which was necessary to allow it to make an informed investment decision. The Registrant has been informed that the shareholder is able to bear the economic risk of his investment and it is aware that the securities are not registered under the Securities Act. The purchaser of the securities has been notified that the securities cannot be re-offered or re-sold unless the securities are registered or are qualified for sale pursuant to an exemption from registration. Neither the Registrant nor any person acting on its behalf offered or sold the securities by means of any form of general solicitation or general advertising.
All purchasers represented in writing that it acquired the securities for its own accounts and not with a view to or for resale in connection with any distribution. A legend will be placed on each of the stock certificates stating that the securities are restricted, they have not been registered under the Securities Act and they cannot be sold or otherwise transferred without an effective registration or an exemption therefrom.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA.
Not Applicable.
ITEM 7.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS
This discussion and analysis of our financial condition and results of operations includes “forward-looking” statements that reflect our current views with respect to future events and financial performance. We use words such as “expect,” “anticipate,” “believe,” and “intend” and similar expressions to identify forward-looking statements. You should be aware that actual results may differ materially from our expressed expectations because of risks and uncertainties inherent in future events and you should not rely unduly on these forward-looking statements. We disclaim any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. Reference in the following discussion to “our”, “us” and “we” refer to the operations of Green Standard Technologies, Inc. (F/K/A Baoshinn Corporation) and its subsidiaries (“We”), except where the context otherwise indicates or requires.
The following discussion of our financial condition and results of operations should be read in conjunction with the audited financial statements and the notes to the audited financial statements included in this annual report. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results may differ materially from those anticipated in these forward-looking statements.
Current Operating
In the twelve (12) months ended December 31, 2015, we derived no revenues from our current business operations.
Olive Oil Direct International, Inc.
On March 4, 2013 Green Standard Technologies, Inc. (F/K/A Baoshinn Corporation) (“Company”) acquired all the outstanding stock of Olive Oils Direct International, Inc. (“OODI”), a corporation formed under the laws of the State of Wyoming. In accordance with the terms of the Exchange Agreement between the parties, certain Company shareholders (the “Company Selling Shareholders”) transferred 1,485,000 shares of the common stock of Company (the “Company Shares”) to the shareholders of OODI (the “OODI Shareholders”). In return, the OODI Shareholders transferred all of the outstanding shares of common stock of OODI to Company, and they paid $100,000.00 in cash to the Company Selling Shareholders. Immediately prior to the closing of the acquisition, Company spun off its operating subsidiary, Hong Kong Holdings, Inc., to its shareholders. OODI became a wholly-owned subsidiary of the Company. On March 31, 2015 OODI was sold to a third party.
On August 1, 2014, the Company formed Green Standard Technologies Enterprises, Inc. (F/K/A Green Standard Technologies, Inc.)(“GSTEI”) as a wholly owned subsidiary incorporated under the laws of the state of Nevada. The Company’s second line of business is carried out by this subsidiary. On June 6, 2015, Green Standard Technologies Inc. filed articles of amendment to change its name to “Green Standard Technologies Enterprises, Inc.
GSTEI is in medical and recreation marijuana industry, and the establishment of a website will be used to further its business by providing customers with medical and recreational marijuana resources. Management believes that this online presence is essential in developing and expanding their existing business. GSTEI is no revenues have been earned during the period from its inception on August 1, 2014 to December 31, 2015.
Results of Operations for the Twelve Months Ended December 31, 2015 as Compared to the Twelve Months Ended December 31, 2014
The Company had no revenue or cost of sales for the year ended December 31, 2015 and 2014.
The following table sets forth a summary of our consolidated statements of operations for the periods indicated:
Twelve months Ended
December 31, 2015
Twelve months Ended
December 31, 2014
$
$
Revenue
$0
$0
Administrative and other operating expenses
(247,239)
(364,830)
Income/(Loss) from operations
(247,239)
(364,830)
Other non-operating income
-
Interest expenses
-
-
Income/(Loss) before income taxes
(247,239)
(364,699)
Income taxes
-
-
Net Income/(Loss)
(247,239)
(364,699)
Non-controlling interest
-
-
Net Income/(Loss) attributable to The Group
(247,239)
(364,699)
Revenues
Revenues Composition and Sources of Revenue Growth
In the twelve months ended December 31, 2015 and 2014, we derived no revenues from our current business operations.
We anticipate that we will generate revenue from website business, although there is no assurance that this will occur, and we have not started to receive revenues yet from that business.
Cost of Sales and Gross Profit
We do not have revenue, cost of sales and gross profit for the current period.
Operating Expenses
Overview
Total operating expenses for the twelve months ended December 31, 2015 were $247,239, while the operating expenses for twelve months ended December 31, 2014 were $364,830. The expenses decreased due to service fee expenses incurred on the web business venture decreased.
The table below sets forth the main category of expenses both in dollar amount and as a percentage of total expenses with the periods indicated,
Twelve months ended December 31, 2015
% of Expense
Twelve months ended December 31, 2014
% of Expense
Salaries, commission, allowance
$0
0%
$0
0%
Legal & Professional fees
57,688
23.3%
60,081
16.5%
Office Rental
0%
0%
Other operating expenses
189,551
76.7%
304,749
83.5%
$247,239
100%
$364,830
100%
Salaries, Commissions and Allowances
Salaries, Commissions and Allowances were $0 for the twelve months ended December 31, 2014, and they were $0 for the twelve months ended December 31, 2015. This was due to the fact that there was no salaries paid in the current period.
Legal and Professional Fees
Legal and professional fees for the twelve months ended December 31, 2014 were $60,081, while the legal and professional fees for twelve months ended December 31, 2015 were $57,688. Legal and professional fees in the year ended in 2015 were decreased as compared to the year ended in 2014 due to the reduction of our legal and professional expenses incurred as a result of this on the SEC filings for the relevant period after the spinoff of BSIE.
Office Rental
Office rental for the twelve months ended December 31, 2014 was $0 and the office rental for the twelve months ended December 31, 2015 was $0. This is due to the fact that we did not have operations during this period.
Other General and Administration Expenses
Other expenses for the twelve months ended December 31, 2014 were $304,749, while the other expenses for the twelve months ended December 31, 2015 were $189,551 with no revenue earned during this period in the current operation. The decrease in expenses was due to the decrease in service fee expenses incurred on the web business venture.
Other Operating Income
Income
Income for the twelve months ended December 31, 2015 and 2014 was zero.
In 2015, we had no income because our new operations had not commenced.
Exchange Gain
The exchange gain was $0 for the twelve months ended December 31, 2015 as compared to $0 in the twelve months ended December 31, 2014.
Interest Income
Interest income was zero for the twelve months ended December 31, 2015, as compared to $0 for the twelve months ended December 31, 2014.
Net Income/Loss
Our net loss was $247,239 for the twelve months ended December 31, 2015, as compared to a net loss of $364,699 for the twelve months ended December 31, 2014. The decrease in net loss was due to the reduction in legal and professional expenses and decrease in service fee expenses incurred on the web business venture.
Liquidity and Capital Resources
Operating Activities Going Concern
We had a net loss of $247,239 for the twelve months ended December 31, 2015 and a net loss since inception of $1,591,451. The 2015 and 2014 loss were generated as a result of paying all necessary administrative expenses. On December 31, 2015 we had cash on hand of $173. The accumulative loss has raised substantial doubt about our ability to continue as a going concern. These doubts were outlined in Note 3 to our independent auditor’s report on our Consolidated Financial Statements for the year ended December 31, 2015. Although our Consolidated Financial Statements raise substantial doubt about our ability to continue as a going concern, they did not include any adjustments relating to recoverability and classification of recorded assets, or the amounts or classifications of liabilities that might be necessary in the event we cannot continue as a going concern. Certain of our shareholders have verbally agreed to provide financial support to us for losses we may incur in the future.
Liquidity
The following table sets forth the summary of our cash flows for the periods indicated:
Operating Activities
Net cash used in operating activities was $232,484 for the twelve months ended December 31, 2014 as compared to net cash used by operating activities of $37,747 for the twelve months ended December 31, 2015. The decrease in cash used during the twelve months ended December 31, 2015 is mainly due to the reduction of legal and professional expenses and decrease in service fee expenses incurred on the web business venture.
Investing Activities
Net cash used in investing activities was $0 for the twelve months ended December 31, 2014 as compared to net cash generated in investing activities of $22,942 for the twelve months ended December 31, 2015. Cash was generated from disposal of subsidiary OODI.
Financing Activities
For the twelve months ended December 31, 2014 and 2015, there were no external financing activities except for the gross proceeds of $260,000 and $42,000 received from the sale of 560,000 and 140,000 shares of common stock, respectively. From time to time, related parties of the Company finance the working capital requirements for operations on a temporary basis. This financing is provided in the form of temporary loans to the Company.
The net cash generated from a related party’s loan was $29,056 for the twelve months ended December 31, 2015. These funds were used to help bridge the working capital gap, as compared to the repayment of loans of $31,762 from related parties during the twelve months ended December 31, 2014. The increase in borrowing from related parties is due to the need for cash to operate and build up our new business which is met by the support from related parties.
The amounts due to related parties are interest-free loans. These loans are unsecured and have no fixed repayment terms.
SUBSEQUENT EVENTS
Subsequently, on January 5, 2016 Mr. Ka Yeung Lee submitted his resignation as a Director of Green Standard Technologies, Inc. based on personal matters, and he did not have any disagreement with the Company on any matter related to the Company’s operations, policies or procedures.
Off-balance Sheet Arrangements
The Company does not have off-balance sheet arrangements as of December 31, 2015.
Tabular Disclosure of Contractual Obligations
The Company’s had no known contractual obligations as of December 31, 2015.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Green Standard Technologies, Inc
(F/K/A Baoshinn Corporation)
Consolidated Financial Statements
For the Year Ended December 31, 2015 and 2014
(Stated in US Dollars)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Green Standard Technologies, Inc. (F/K/A Baoshinn Corporation),
We have audited the accompanying consolidated balance sheet of Green Standard Technologies, Inc. (F/K/A Baoshinn Corporation) (the “Company”) and its subsidiaries (collectively referred to as the “Group”) as of December 31, 2015 and 2014 and the related consolidated statements of income, stockholders’ equity and comprehensive income and cash flows for the years and period ended December 31, 2015, 2014 and from April 15, 2011 (inception) through December 31, 2015. These consolidated financial statements are the responsibility of the Group’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 (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 audits provide a reasonable basis for our opinion.
We were not engaged to examine management’s assertion about the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015 included in the Company’s Item 9A “Controls and Procedures” in the Annual Report on Form 10-K and, accordingly, we do not express an opinion thereon.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Group and its subsidiaries as of December 31, 2015 and 2014 and the consolidated results of their operations and their cash flows for the years and period ended December 31, 2015, 2014 and from April 15, 2011 (inception) through December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Group will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Group has suffered losses from operations and has significant accumulated losses. In addition, the Group experienced negative cash flows from operations. These factors raise substantial doubt about the Group’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/AWC (CPA) Limited
Certified Public Accountants
Hong Kong, SAR
March 31, 2016
GREEN STANDARD TECHNOLOGIES, INC.
(F/K/A BAOSHINN CORPORATION)
CONSOLIDATED BALANCE SHEET
(Stated in US Dollars)
See notes to consolidated financial statement.
GREEN STANDARD TECHNOLOGIES, INC.
(F/K/A BAOSHINN CORPORATION)
CONSOLIDATED STATEMENT OF INCOME
(Stated in US Dollars)
For Year Ended
Dec. 31, 2015
For Year Ended
Dec. 31, 2014
April 15, 2011 (inception)
Through
Dec. 31, 2015
$
$
$
Revenue
-
-
-
Net sales
-
-
-
Cost of sales
-
-
-
Gross profit
-
-
-
Other operating income
-
-
-
Depreciation
-
-
-
Administrative and other operating expenses
(247,239)
(364,830)
(853,163)
(Loss)/income from operations
(247,239)
(364,830)
(853,163)
Other non-operating income - Note 5
Interest expenses - Note 6
-
(15)
(Loss)/income before income taxes
(247,239)
(364,699)
(853,047)
Income taxes - Note 8
-
-
-
Net (loss)/income
(247,239)
(364,699)
(853,047)
Non-controlling interest
-
-
-
Net (loss)/income attributable to the Company
(247,239)
(364,699)
(853,047)
(Loss)/earnings per share of common stock, basic and diluted
- Note 4
(1.32 cents)
(2.00 cents)
(6.26 cents)
Weighted average number of common stock, basic and diluted - Note 4
18,725,000
18,221,932
13,618,971
See notes to consolidated financial statements
GREEN STANDARD TECHNOLOGIES, INC.
(F/K/A BAOSHINN CORPORATION)
CONSOLIDATED STATEMENT OF CASH FLOWS
(Stated in US Dollars)
For Year Ended
Dec 31, 2015
For Year
Ended
Dec 31, 2014
April 15, 2011
(inception)
Through
Dec. 31, 2015
$
$
$
Cash flows from operating activities
Net (loss)/income
(247,239)
(364,699)
(853,047)
Adjustments to reconcile net income to net cash flows provided by operating activities:
Depreciation
-
-
-
Re-organization (reverse merger and spin-off)
-
-
(9,195)
Stock based compensation
-
-
85,000
Non-controlling interest
-
-
Changes in operating assets and liabilities:
Accounts receivable
-
-
-
Deferred cost
-
-
-
Deposits, prepaid expenses and other receivables
-
-
-
Accounts payable
-
(1,904)
-
Disposal of fixed asset
-
-
-
Deferred revenue
-
-
-
Other payables and accrued liabilities
209,492
134,119
408,387
Income tax payable
-
-
-
Net cash flows (used in)/generated from operating activities
(37,747)
(232,484)
(368,855)
Cash flows from investing activity
Disposal of subsidiary OODI
22,942
-
22,942
Acquisition of plant and equipment
-
-
-
Net cash flows (used in) investing activity
22,942
-
22,942
Cash flows from financing activities
Proceeds from issuance of common stock
42,000
260,000
360,576
Amounts due from related parties
-
-
-
Amounts due to related parties
(29,056)
(31,762)
(14,490)
Increase in restricted cash
-
-
-
Dividend paid to non-controlling interest
-
-
-
Net cash flows generated from /(used in) financing activities
12,944
228,238
346,086
Net (decrease)/increase in cash and cash equivalents
(1,861)
(4,246)
Effect of foreign currency translation on cash and cash equivalents
-
-
-
Cash and cash equivalents - beginning of year
2,034
6,280
-
Cash and cash equivalents - end of year
2,034
Supplemental disclosures for cash flow information :
Cash paid for :
Interest
-
-
-
Income taxes
-
-
See notes to consolidated financial statements.
GREEN STANDARD TECHNOLOGIES, INC.
(F/K/A BAOSHINN CORPORATION)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME
(Stated in US Dollars)
See notes to consolidated financial statements
GREEN STANDARD TECHNOLOGIES, INC.
(F/K/A BAOSHINN CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Stated in US Dollars)
1.
Corporation information
Green Standard Technologies, Inc. (F/K/A Baoshinn Corporation) (the “Company”) was incorporated under the laws of the State of Nevada on September 9, 2005, under the name of JML Holdings, Inc.
On March 31, 2006, the Company consummated a merger (the “Merger”) with Bao Shinn International Express Limited (“BSIE”) by issuing 16,500,000 shares in the share exchange transaction for 100% of the issued and outstanding shares of BSIE common stock. As a result of the share exchange transaction, BSIE became our wholly-owned subsidiary. BSIE owns 55% of Bao Shinn Holidays Limited (“BSHL”).
During the year ended March 31, 2009, the Company and its subsidiaries (collectively referred to as the “Group”) issued 2,400,000 restricted common shares of $0.001 per share at a value of $0.3 per share with a net proceeds of approximately $624,000 and redeemed 2,500,000 restricted common shares and these shares are classified as not issued and outstanding.
Effective on October 19, 2011, each of ten (10) shares of the Company’s common stock, par value $.001 per share, issued and outstanding immediately prior to the Effective Time (the “Old Common Stock”) shall automatically and without any action on the part of the holder thereof, be reclassified as and changed, pursuant, into one (1) share of the Company’s outstanding Common Stock (the “New Common Stock”).
On March 4, 2013 the Company acquired all the outstanding stock of Olive Oils Direct International Inc. (“OODI”), a corporation formed under the laws of the State of Wyoming. In accordance with the terms of the Exchange Agreement between the parties, certain Company’s shareholders (the “Company Selling Shareholders”) transferred 1,485,000 shares of the common stock of the Company (the “Company Shares”) to the shareholders of OODI (the “OODI Shareholders”). In return, the OODI Shareholders transferred all of the outstanding shares of common stock of OODI to the Company, and they paid $100,000.00 in cash to the Company Selling Shareholders. In addition, immediately prior to the closing of the acquisition, the Company spun off its operating subsidiary, Hong Kong Holdings, Inc., to its shareholders. OODI is now a wholly-owned subsidiary of the Company.
The transaction was accounted for as a “reverse merger”, since the original stockholders of the OODI own a majority of the outstanding shares of the Company stock immediately following the completion of the transaction on March 4, 2013. OODI was the legal acquiree but deemed to be the accounting acquirer, the Company was the legal acquirer but deemed to be the accounting acquiree in the reverse merger. The historical financial statements prior to the acquisition are those of the accounting acquirer (OODI). Historical stockholders’ equity of the acquirer prior to the merger was acquirer’s stockholders’ equity. Operations prior to the merger are those of the acquirer. After completion of the transaction, the Company’s consolidated financial statements include the assets and liabilities of the Company and its subsidiaries, the operations and cash flow of the Company and its subsidiaries.
OODI is a development-stage company that plans to develop and operate a retail internet website specializing in gourmet Italian food products. These products are expected to include olive oils, pastas, vinegars and other gourmet Italian food items. In addition, in the future OODI may offer cooking items, such as utensils, cooking tools and similar products from other countries. OODI is currently developing an e-commerce website by the name of www.OliveOilsDirect.com that will sell products inventoried by OliveOilsDirect.com and other products offered by other large well-established retailers. OODI is a “development stage company” and is subject to compliance under ASC915-15. It is devoting its resources to establishing the new business, and its planned operations have not yet commenced; accordingly, no revenues have been earned during the period from April 15, 2011 (date of inception) to March 31, 2015.
GREEN STANDARD TECHNOLOGIES, INC.
(F/K/A BAOSHINN CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Stated in US Dollars)
On March 31, 2015, the Company disposed the operation unit of OODI for US$1,000 to Jet Express Trading Limited, a Hong Kong registered company.
On April 23, 2013 the Company incorporated a subsidiary company in Hong Kong under the name Syndicore Asia Limited. Syndicore Asia Limited (“SAL”) is an online media company that syndicates professional sports video in a cloud-based, multimedia conduit serving a growing, global community of content creators, news outlets and leading brands. Syndicore Asia Limited will be a provider of syndicated sports video media to news organizations in the Asia Pacific region. In addition, Syndicore Asia Limited plans to aggregate content from the Asia Pacific region and provide it to news organizations around the world.
On May 31, 2013 the Registrant completed an offering of 15,000,000 shares of its common stock. These shares were sold to a total of eighteen (18) shareholders for a total consideration of $75,000. These shares were sold on a private placement basis and the Company paid no commission in connection with such sales. All sales were made outside of the United States. Securities issued by the Company did not involve any public offering of securities. Investors who purchased securities in the private placement had access to information about the Registrant which was necessary to allow them to make an informed investment decision. The Registrant has been informed that each shareholder is able to bear the economic risk of his investment they ar aware that the securities are not registered under the Securities Act. The purchasers of the securities have been notified that the securities cannot be re-offered or re-sold unless the securities are registered or are qualified for sale pursuant to an exemption from registration. Neither the Registrant nor any person acting on its behalf offered or sold the securities by means of any form of general solicitation or general advertising. All purchasers represented in writing that they acquired the securities for their own accounts and not with a view to or for resale in connection with any distribution. A legend will be placed on each of the stock certificates stating that the securities are restricted, they have not been registered under the Securities Act and they cannot be sold or otherwise transferred without an effective registration or an exemption therefrom.
On April 1, 2013, the Board of Director resolved to pay an officer for a monthly service fee of US$4,250. The fee was raised to US$10,000 per month as of October 1, 2013. The Company has an option to pay the officer by common stock in lieu of cash at a rate of $0.005 per share. During 2013, the Company issued 1,700,000 shares on June 3, 2013; 850,000 shares on July 2, 2013; 850,000 shares on August 5, 2013 and 850,000 shares on September 6, 2013 with an aggregate of 4,250,000 shares in lieu of $21,250 compensation to the officer. The amounts recorded were about $85,000 at fair price per ASC 718.
On November 15, 2013 we forfeited and canceled 3,365,000 shares common stock which was subscribed by four (4) shareholders on May 31, 2013. However, they did not fulfill their payment obligation on the shares that were valued at $16,825 according to the subscription term. The Company forfeited and canceled such 3,365,000 common shares.
On December 15, 2013, the Company, through its wholly-owned subsidiary Syndicore Asia Limited, a Hong Kong Company (“SAL”), entered into a Distribution Agreement (the “Distribution Agreement”) with SendtoNews Video, Inc., a British Columbia company (“STN”). Under the terms of the Distribution Agreement, SAL was granted an exclusive license to use, modify, edit, reproduce, distribute, feed, store, communicate, display, and transmit STN’s content in the Asia Pacific Territory (the “Content”). STN is the content provider for various worldwide sporting events. STN would also provide on-going assistance to SAL with regard to technical, administrative, and service-orientated issues relating to the delivery, utilization, transmission, storage and maintenance of the Content.
On January 20, 2014, the parties entered into a revised Distribution Agreement whereby STN has agreed to provide SAL transferrable rights for the use, reproduction, storage, display, and transmission of certain content subject to pre-approval in writing from STN. In addition, the revised Distribution Agreement includes changes to the revenue sharing terms, and adds a share of advertising revenue directly resulting from aggregated content by SAL within the territory.
GREEN STANDARD TECHNOLOGIES, INC.
(F/K/A BAOSHINN CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Stated in US Dollars)
On July 8, 2014 the Registrant completed an offering of 300,000 shares of common stock and warrants (the “Units”). These Units were sold to one shareholder for a total consideration of $150,000. These Units were sold on a private placement basis and the Company paid no commission in connection with such sales. All sales were made outside of the United States.
On August 1, 2014 the Company subscribed to 1,000,000 shares of the $.0001 par value common stock of Green Standard Technologies Enterprises, Inc. (F/K/A Green Standard Technologies, Inc.), a Corporation duly organized under the laws of the state of Nevada for $100.00.
Green Standard Technologies Enterprises, Inc. is in the medical and recreation marijuana industry, and the establishment of a website will be used to further their business by providing visitors with medical and recreational marijuana resources. Management believes that this online presence is essential in developing and expanding their existing business.
On October 29, 2014 the Company, through its wholly owned subsidiary, Green Standard Technologies Enterprises, Inc., entered into a Website Development Agreement with Social Asylum Inc. (“SAI”). Under the terms of the Agreement SAI has agreed to provide a fully functioning ecommerce website with unique and proprietary functions. According to a mutually agreed upon set of features and milestones for a minimum cost of $150,000, but the cost could potentially be higher depending on finalized functionality, scope and details. Also included are plans for launch, market and geographic expansion.
On October 29, and November 3, 2014 the Registrant completed an offering of 160,000 shares of common stock and warrants (the “Units”). These Units were sold to two shareholders for a total consideration of $80,000. These units were sold on a private placement basis and the Company paid no commission in connection with such sales. All sales were made outside of the United States.
On December 8, 2014 the Registrant completed an offering of 100,000 shares of common stock and warrants (the “Units”). These Units were sold to one shareholder for a total consideration of $30,000. These Units were sold on a private placement basis and the Company paid no commission in connection with such sales. All sales were made outside of the United States.
On January 13, 2015, the Registrant completed an offering of 140,000 shares of common stock and warrants (the “Units”). The warrants are exercisable for a period of two years after the subscription date at an exercise price of $.40 per shares. These Units were sold to one shareholder for a total consideration of $42,000. These Units were sold on a private placement basis and the Company paid no commission in connection with such sales. All sales were made outside of the United States.
On June 6, 2015, the Nevada subsidiary, Green Standard Technologies Inc. amended their name to “Green Standard technologies Enterprises, Inc. On June 17, 2015, the Nevada holding company, Baoshinn Corporation has been amended to the name “Green Standard Technologies, Inc.”
Description of business
OODI is a development-stage company that plans to develop and operate a retail internet website specializing in gourmet Italian food products. On March 31, 2015, the Company disposed the operation unit of OODI for US$1,000 to Jet Express Trading Limited, a Hong Kong registered company.
Syndicore Asia Limited (“SAL”) is an online media company that syndicates professional sports video in a cloud-based, multimedia conduit serving a growing global community of content creators, news outlets and leading brands. Syndicore Asia Limited will be a provider of syndicated sports video media to news organizations in the Asia Pacific region. In addition, Syndicore Asia Limited plans to aggregate content from the Asia Pacific region and provide it to news organizations around the world.
GREEN STANDARD TECHNOLOGIES, INC.
(F/K/A BAOSHINN CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Stated in US Dollars)
Syndicore Asia Limited will strive to become a leading digital content provider for the Asia Pacific region, capitalizing on an explosively growing market with local, regional and national content that was previously unavailable. This is a new and exciting market, and offers unparalleled opportunities for expansion and rapid growth. Syndicore Asia Limited will also be the exclusive Asian partner and distributor for SendtoNews.
SAL’s exclusive distribution agreement with SendtoNews Video Incorporated (“STN”) for the Asia Pacific region includes major markets such as Japan, China and India. SAL now has distribution rights of online content for some of the world’s leading sports organizations with the same highlights, player interviews and other fan-interest content. SAL, being the exclusive provider in the Asia Pacific region for highly sought after content, offers deep market exposure with unprecedented efficiency and metrics-driven transparency. On the other side of the distribution chain, we will create SAL’s own proprietary news partnerships to provide guaranteed content distribution in return for a corresponding share of advertising revenues to a News industry looking to supplement their rapidly declining traditional ad revenue with viable “digital-age” revenue.
On August 1, 2014 Green Standard Technologies, Inc. (F/K/A Baoshinn Corporation) formed Green Standard Technologies Enterprises, Inc. (F/K/A Green Standard Technologies, Inc.), (“GSTEI) as a wholly owned subsidiary incorporated under the law of the state of Nevada. The Company’s second line of business is carried out by this subsidiary.
Green Standard Technologies Enterprises, Inc. (“GSTEI) is in the medical and recreation marijuana industry, and the establishment of a website will be used to further their business by providing visions with medical and recreational marijuana resource.
On October 29, 2014 Green Standard Technologies Enterprises, Inc., entered into a Website Development Agreement with Social Asylum Inc. (“SAI”). Under the terms of the Agreement SAI has agreed to provide a fully functioning ecommerce website with unique and proprietary functions, according to a mutually agreed upon set of features and milestones for minimum cost of $150,000, but the cost could potentially be higher depending on finalized functionality, scope and details. Also included are plans for launch, market and geographic expansion in the USA and potentially Europe.
On April 1, 2015, Green Standard Technologies, Inc. (F/K/A Baoshinn Corporation) and Rider Capital Corp. signed the following agreements:
(1)
Contractor Agreement to serve as an expert on filing services. GST shall pay $360,000 USD for one (1) year on April 1, 2015 and on the anniversary date of the contract to Rider Capital Corp., unless otherwise terminated.
(2)
Contractor Agreement to serve as an expert on compliance services. GST shall pay $450,000 USD for one (1) year on April 1, 2015 and on the anniversary date of the contract to Rider Capital Corp., unless otherwise terminated.
(3)
Contractor Agreement to serve as an expert on distribution and business development. GST shall pay $550,000 USD for one (1) year on April 1, 2015 and on the anniversary date of the contract to Rider Capital Corp., unless otherwise terminated.
On April 1, 2015, the Company issued three convertible promissory notes to Rider Capital Corp. in the sum of $360,000, $450,000 and $550,000 with 8% annual interest rate, no collateral and redeemable on October 2015 in exchange for the contractor agreement signed for the filing, compliance and distribution and business development services to be provided.
GREEN STANDARD TECHNOLOGIES, INC.
(F/K/A BAOSHINN CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Stated in US Dollars)
On September 24, 2015, the Company and Rider Capital Corp. signed the Debt Cancellation Notes for the following Consulting Contracts and Promissory Note agreements, leaving no outstanding balance owing between the Contractor and the Company:
(1)
Contractor Agreement to serve as an expert on filing services signed on April 1, 2015. Promissory Note is in the amount of $360,000.
(2)
Contractor Agreement to serve as an expert on compliance services signed on April 1, 2015. Promissory Note is in the amount of $450,000.
(3)
Contractor Agreement to serve as an expert on distribution and business development signed on April 1, 2015. Promissory Note is in the amount of $550,000.
3. Going concern
The financial statements have been prepared in accordance with generally accepted principles in the United States applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. Although the Company generated a net loss of $247,239 for the year ended December 31, 2015 and net loss $364,699 for the year ended December 31, 2014, it had an accumulated deficit of $1,591,451 and $1,367,154 as at December 31, 2015 and 2014.
Management believes that actions presently taken to revise the Group’s operating and financial requirements provide the opportunity for the Group to continue as a going concern. The Group’s ability to achieve these objectives cannot be determined at this stage. If the Group is unsuccessful in its endeavors, it may be forced to cease operations. These financial statements do not include any adjustments that might result from this uncertainty. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
4. Summary of significant accounting policies
Basis of presentation and consolidation
The accompanying consolidated financial statements of the Group have been prepared in accordance with generally accepted accounting principles in the United States of America.
On June 29, 2010, the Financial Accounting Standards Board (FASB) established the FASB Accounting Standards Codification (Codification) as the single source of authoritative US generally accepted accounting principles (GAAP) for all non-governmental entities Rules and interpretive releases of the Securities and Exchange Commission (SEC) and also sources of authoritative US GAAP for SEC registrants. The Codification does not change US GAAP but takes previously issued FASB standards and other U.S. GAAP authoritative pronouncements, changes the way the standards are referred to, and includes them in specific topic arrears. The adoption of the Codification did not have any impact on the Group’s financial statements.
The consolidated financial statements include the accounts of the Group and its subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.
The results of subsidiaries acquired or disposed of during the years are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal.
GREEN STANDARD TECHNOLOGIES, INC.
(F/K/A BAOSHINN CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Stated in US Dollars)
Use of estimates
In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting year. These accounts and estimates include, but are not limited to, the valuation of accounts receivable, deferred income taxes and the estimation on useful lives of plant and equipment. Actual results could differ from those estimates.
Concentrations of credit risk
Financial instruments that potentially subject the Group to significant concentrations of credit risk consist principally of accounts receivable. In respect of accounts receivable, the Group extends credit based on an evaluation of the customer’s financial condition, generally without requiring collateral or other security. In order to minimize the credit risk, the management of the Group has delegated a team responsibility for determination of credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts. Further, the Group reviews the recoverable amount of each individual trade debt at each balance sheet date to ensure that adequate impairment losses are made for irrecoverable amounts. In this regard, the directors of the Group consider that the Group’s credit risk is significantly reduced.
Cash and cash equivalents
Cash and cash equivalents include all cash, deposits in banks and other highly liquid investments with initial maturities of three months or less.
Accounts receivable
Accounts receivable are stated at original amount less allowance made for doubtful receivables, if any, based on a review of all outstanding amounts at the year end. An allowance is also made when there is objective evidence that the Group will not be able to collect all amounts due according to original terms of receivables. Bad debts are written off when identified. The Group extends unsecured credit to customers in the normal course of business and believes all accounts receivable in excess of the allowances for doubtful receivables to be fully collectible. The Group does not accrue interest on trade accounts receivable. The Group has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis credit evaluations are preferred on all customers requiring credit over a certain amount. The Group had experienced the bad debts of $nil and $nil during the year ended December 31, 2015 and 2014 respectively.
Plant and equipment
Plant and equipment are stated at cost less accumulated depreciation. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Maintenance, repairs and betterments, including replacement of minor items, are charged to expense; major additions to physical properties are capitalized.
GREEN STANDARD TECHNOLOGIES, INC.
(F/K/A BAOSHINN CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Stated in US Dollars)
Depreciation of plant and equipment is provided using the straight-line method over their estimated useful lives at the following annual rates:
Furniture and fixtures
20% - 50%
Office equipment
20%
Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated.
Revenue recognition
The Group recognizes revenue when it is earned and realizable based on the following criteria: persuasive evidence that an arrangement exists, services have been rendered, the price is fixed or determinable and collectability is reasonably assured.
The Group also evaluates the presentation of revenue on a gross versus a net basis in accordance with ASC 605 “Revenue Recognition” which codified the Emerging Issues Task Force No. (“EITF”) 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent. The consensus of this literature is that the presentation of revenue as “the gross amount billed to a customer because it has earned revenue from the sale of goods or services or the net amount retained (that is, the amount billed to a customer less the amount paid to a supplier) because it has earned a commission or fee” is a matter of judgment that depends on the relevant facts and circumstances. In making an evaluation of this issue, some of the factors that should be considered are: whether the Group is the primary obligor in the arrangement (strong indicator); whether it has general inventory risk (before customer order is placed or upon customer return) (strong indicator); and whether we have latitude in establishing price. The guidance clearly indicates that the evaluations of these factors, which at times can be contradictory, are subject to significant judgment and subjectivity. If the conclusion drawn is that the Group performs as an agent or a broker without assuming the risks and rewards of ownership of goods, revenue should be reported on a net basis.
GREEN STANDARD TECHNOLOGIES, INC.
(F/K/A BAOSHINN CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Stated in US Dollars)
Advertising expenses
Advertising expenses are charged to expense as incurred. For the year ended December 31, 2015 and 2014, the company incurred $293 and $7,754 advertising expenses respectively.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. 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 that includes the enactment date.
The FASB issued Accounting Standard Codification Topic 740 (ASC 740) “Income Taxes”. ASC 740 clarifies the accounting for uncertainty in tax positions. This requires that an entity recognized in the consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. The adoption of ASC 740 did not have any impact on the Group’s results of operations or financial condition for the year ended 31 December, 2015. As of the date of the adoption of ASC 740, the Group has no material unrecognized tax benefit which would favorably affect the effective income tax rate in future periods. The Group has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the consolidated statements of operations.
Comprehensive income
Other comprehensive income refers to revenues, expenses, gains and losses that under U.S. GAAP are included in comprehensive income but are excluded from net income as these amounts are recorded as a component of
stockholders’ equity. The Group’s other comprehensive income represented foreign currency translation adjustments.
Foreign currency translation
The functional currency of the Group is Hong Kong dollars (“HK$”). The Group maintains its financial statements in the functional currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchanges rates prevailing at the dates of the transaction. In 2015, the exchange rate being use to translate amount in HK$ is fixed at 7.8 to 1 for the purpose of preparing the consolidated financial statements which is derived from October 17, 1983 monetary policy from Hong Kong Monetary Authority where the Hong Kong dollar was pegged at a rate of 7.8 HK$ = 1 US$, through the currency board system with a limited floating range from 7.85 to 7.75. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.
GREEN STANDARD TECHNOLOGIES, INC.
(F/K/A BAOSHINN CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Stated in US Dollars)
For financial reporting purposes, the financial statements of the Group which are prepared using the functional currency have been translated into United States dollars. Assets and liabilities are translated at the exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates and stockholders’ equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of stockholders’ equity.
Year ended
Year ended
Dec 31, 2015
Dec 31, 2014
Year end HK$ : US$ exchange rate
7.8
7.8
Average yearly HK$ : US$ exchange rate
7.8
7.8
Fair value of financial instruments
The carrying values of the Group’s financial instruments, including cash and cash equivalents, trade and other receivables, deposits, trade and other payables approximate their fair values due to the short-term maturity of such instruments. The carrying amounts of borrowings approximate their fair values because the applicable interest rates approximate current market rates.
Stock-based Compensation
Share-based compensation including stock options and common stock awards issued to employees and directors for services and are accounted for in accordance with FASB ASC 718 "Compensation - Stock Compensation" and share-based compensation including warrants and common stock awards issued to consultants and nonemployees are accounted for in accordance with FASB ASC 505-50 "Equity-Based Payment to Non-employees. All grant of common stock awards and stock options/warrants to employees and directors are recognized in the financial statements based on their grant date fair values. Awards to consultants and nonemployees are recognized based upon their fair value as of the earlier of a commitment date or completion of services. The grant date(s) of all awards are determined under the guidance of ASC 718-10-25-5. The Company estimates fair value of common stock awards based the quoted price of the Company's common stock on the grant date. The fair value of stock options and warrants is determined using the appropriate option pricing model depends on the applicable of situation.
On April 1, 2013, the Board of Director resolved to pay an officer for a monthly service fee of US$4,250. The fee was raised to US$10,000 per month as at October 1, 2013. The Company has an option to pay the officer by common stock in lieu of cash at a rate of $0.005 per share. During 2013, the Company issued 1,700,000 shares on June 3, 2013; 850,000 shares on July 2, 2013; 850,000 shares on August 5, 2013 and 850,000 shares on September 6, 2013 with an aggregate of 4,250,000 shares in lieu of $21,250 compensation to the officer. The amounts recorded were about $85,000 at fair price per ASC 718.
Basic and diluted earnings per share
The Group computes earnings per share (“EPS’) in accordance with FASB Accounting Standard Codification Topic 260 (ASC 260) “Earnings Per Share”, and SEC Staff Accounting Bulletin No. 98 (“SAB 98”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.
The calculation of diluted weighted average common shares outstanding for the year ended December 31, 2015 is based on the estimate fair value of the Group’s common stock during such periods applied to options using the treasury stock method to determine if they are dilutive.
Effective on October 19, 2011, each of ten (10) shares of the Company’s Common Stock, par value $.001 per share, issued and outstanding immediately prior to the Effective Time (the “Old Common Stock”) shall automatically and without any action on the part of the holder thereof, be reclassified as and changed, pursuant, into one (1) share of the Company’s outstanding Common Stock (the “New Common Stock”).
GREEN STANDARD TECHNOLOGIES, INC.
(F/K/A BAOSHINN CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Stated in US Dollars)
The following tables are a reconciliation of the weighted average shares used in the computation of basic and diluted earnings per share for the periods presented:
Year Ended
Dec. 31, 2014
Year Ended
Dec. 31, 2014
$
$
Numerator for basic and diluted
earnings per share:
Net (loss)/income
(247,239)
(364,699)
Denominator:
Basic weighted average shares
18,725,000
18,221,932
Effect of dilutive securities
-
-
Diluted weighted average shares
18,725,000
18,221,932
Basic earnings per share:
(1.32 cents)
(2.00 cents)
Diluted earnings per share:
(1.32cents)
(2.00 cents)
Related parties transactions
A related party is generally defined as (i) any person that holds 10% or more of the Group’s securities and their immediate families, (ii) the Group’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Group, or (iv) anyone who can significantly influence the financial and operating decisions of the Group. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
Commitments and contingencies
Liabilities for loss contingencies arising from claims, assessments, litigation, fines 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.
GREEN STANDARD TECHNOLOGIES, INC.
(F/K/A BAOSHINN CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Stated in US Dollars)
Recently issued accounting pronouncements
The FASB has issued Accounting Standards Update (“ASU”) No. 2015-01 about Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. The objective is to reduce the cost and complexity of income statement presentation by eliminating the concept of extraordinary items while maintaining or improving the usefulness of the information provided to the users of financial statements. The extraordinary items must met two criteria’s: unusual nature and infrequency of occurrence. If an event or transaction meets the criteria for extraordinary classification, an entity is required to segregate the extraordinary item from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. The entity also is required to disclose applicable income taxes. This amendment will be effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2015. The board decided to permit early adoption provided that the guidance is applied from the beginning of the fiscal year of adoption.
The FASB has issued ASU No. 2015-03 about Simplifying the Presentation of Debt Issuance Costs. The objective is to require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. For public business entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal year. For all other entities, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016. Early adoption of the amendments in the Update is permitted for financial statements that have not been previously issued.
The FASB has issued ASU No. 2015-05 about Intangibles-Goodwill and Other-Internal-Use Software. The objective is to provide a guidance about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The amendment will not change GAAP for a customer’s accounting for service contracts. In addition, the guidance in this Update supersedes paragraph 350-40-25-16. Consequently, all software licenses within the scope of Subtopic 350-40 will be accounted for consistent with other licenses of intangible assets. For public business entities, the Board decided that the amendments will be effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. For all other entities, the amendment will be effective for annual periods beginning after December 15, 2015, and interim periods in annual periods beginning after December 15, 2016. Early adoption is permitted for all entities.
The FASB has issued ASU No. 2015-06 about Topic 260, Earnings Per Share, which contains guidance that addresses master limited partnerships that originated from Emerging Issues Task Force (EITF) Issue No. 07-4. This amendment in this Update specify that for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated entirely to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners (which is typically the earnings per unit measure presented in the financial statements) would not change as a result of the dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs for purposes of computing earnings per unit under the two-class method also are required. The amendments in this Update are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Earlier application is permitted.
The FASB has issued ASU No. 2015-07 about Topic 820, Fair Value Measurement, which permits a reporting entity, as a practical expedient, to measure the fair value of certain investments using the net asset value per share of the investment. The amendments in this Update remove the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The amendments also remove the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. The amendments in this Update apply to reporting entities that elect to measure the fair value of an investment within the related scope by using the net asset value per share (or its equivalent) practical expedient.
The FASB has issued No. 2015-10 “Technical Corrections and Improvements”, which aims to address feedback received from stakeholders on the Codification and make improvements to GAAP. The amendments in this update represent changes to clarify the Codification, correct unintended application of guidance, or make minor improvements to the Codification that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. Some of the amendments will make the Codification easier to understand and apply by eliminating inconsistencies, providing needed clarifications, and improving the presentation of guidance in the Codification. The amendments in this update will apply to all reporting entities within the scope of the affected accounting guidance. The amendments in this update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted.
The FASB has issued No. 2015-11“Topic 330, Inventory”, which aims to simplify the measurement of inventory by changing the subsequent measurement guidance from the lower of cost or market to the lower of cost and net realizable value for inventory within the scope of this Update. The amendments in this update do not apply to inventory that is measured using last-in, first-out (LIFO) or the retail inventory method. The amendments apply to all other inventory, which includes inventory that is measured using first-in, first-out (FIFO) or average cost. An entity should measure inventory within the scope of this Update at the lower of cost and net realizable value. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, the amendments in this update are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017.
The FASB has issued No. 2015-14“Topic 606, Revenue from Contracts with Customers”, which aims to respond to stakeholders’ requests to defer the effective date of the guidance in Update 2014-09 and to consider feedback received through extensive outreach with preparers, practitioners, and users of financial statements. The amendments in this update defer the effective date of Update 2014-09 for all entities by one year. Public business entities, certain not-for-profit entities, and certain employee benefit plans should apply the guidance in Update 2014-09 to annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. Earlier application is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period.
The FASB has issued No. 2015-15“Subtopic 835-30, Interest - Imputation of Interest”: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting. This amendment adds SEC paragraphs pursuant to the SEC Staff Announcement on June 18, 2015, Emerging Issues Task Force meeting about the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements.
GREEN STANDARD TECHNOLOGIES, INC.
(F/K/A BAOSHINN CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Stated in US Dollars)
Recently issued accounting pronouncements (continued)
The FASB has issued No. 2015-16“Topic 805, Business Combinations”: Simplifying the Accounting for Measurement-Period Adjustments, which aims to identify, evaluate, and improve areas of GAAP for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. The amendments in this Update require that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments in this update require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amendments in this update require an entity to present separately on the face of the income statement or disclose in the notes the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. For all other entities, the amendments in this update are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017.
The FASB has issued No. 2015-17“Topic 740, Income Taxes”: Balance Sheet Classification of Deferred Taxes, which aims to identify, evaluate, and improve areas of generally accepted accounting principles (GAAP) for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of
financial statements. The amendments in this update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this update apply to all entities that present a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this Update. The amendments in this update will align the presentation of deferred income tax assets and liabilities with International Financial Reporting Standards (IFRS). For public business entities, the amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For all other entities, the amendments in this update are effective for financial statements issued for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.
5. Other non-operating income
Year Ended
Year Ended
Dec 31, 2015
Dec 31, 2014
$
$
Gain on exchange
-
-
Interest income
-
-
Sundry income
-
-
6. Interest expenses
Year Ended
Year Ended
Dec 31, 2015
Dec 31, 2014
$
$
Bank charges
1,007
Interest expense
-
-
1,007
GREEN STANDARD TECHNOLOGIES, INC.
(F/K/A BAOSHINN CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Stated in US Dollars)
7. Income taxes
The Company and its subsidiaries file separate income tax returns.
The Company is incorporated in the United States, and is subject to United States federal and state income taxes. The Company did not generate taxable income in the United States in 2015 and 2014.
The subsidiaries are incorporated in Hong Kong, and are subject to Hong Kong Profits Tax at 16.5% for the year ended December 31, 2015 and 2014.
Provision for Hong Kong profits tax has been made for the year presented as the subsidiaries have assessable profits during the year.
The following table accounts for the differences between the actual tax provision and the amounts obtained by applying the applicable statutory income tax rate of 16.5% to income before taxes for the year ended December 31, 2015 and 2014.
Deferred taxes are determined based on the temporary differences between the financial statement and income tax bases of assets and liabilities as measured by the enacted tax rates which will be in effect when these differences reverse. For the year ended December 31, 2015 and 2014, the Group has tax loss carrying-forwards, which does not recognize deferred tax assets as it is not probable that future taxable profits against which the losses can be utilized will be available in the relevant tax jurisdiction and entity.
The Company did not have U.S, taxable income due to operating in Hong Kong, SAR. The Company did not file the U.S. federal income tax returns. The Company did not have uncertainty tax positions or events leading to uncertainty tax position within the next 12 months. No Hong Kong Corporations Profits Tax Return filings are subject to Hong Kong Inland Revenue Department examination.
GREEN STANDARD TECHNOLOGIES, INC.
(F/K/A BAOSHINN CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Stated in US Dollars)
8. Other payables and accrued liabilities
9. Amount due from/to related parties
Amount due from/to related parties are as follows:
As of December 31, 2015 and 2014, the amount due from/to related parties represent advances from shareholders of the Group and are interest free, unsecured and have no fixed repayment terms.
Amounts due from/to related parties were $14,490 (2014: $nil) and $nil (2014: $(14,566)) including in accounts receivable and payable, respectively, which are trade in nature.
GREEN STANDARD TECHNOLOGIES, INC.
(F/K.A BAOSHINN CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Stated in US Dollars)
10. Stock options
The Group has stock option plans that allow it to grant options to its key employees. During 2015 and 2014, the Company did not issue any stock options and there were no stock options being issued or outstanding.
11. Concentration of credit
A substantial percentage of the Group's sales are made to the following customers. Details of the customers accounting for 10% or more of total net revenue are as follows:
Year ended
Year ended
Dec 31, 2015
Dec 31, 2014
Company A
0%
0%
Company B
0%
0%
Details of the accounts receivable from the one customer with the largest receivable balances at December 31, 2015 and 2014 are as follows:
12. Pension Plans
In 2015, the Group participates in a defined contribution pension scheme under the Mandatory Provident Fund Schemes Ordinance (“MPF Scheme”) for all its eligible employees in Hong Kong.
The MPF Scheme is available to all employees aged 18 to 64 with at least 60 days of service in the employment in Hong Kong. Contributions are made by the Group’s subsidiary operating in Hong Kong at 5% of the participants’ relevant income with a ceiling of HK$30,000. The participants are entitled to 100% of the Group’s contributions together with accrued returns irrespective of their length of service with the Group, but the benefits are required by law to be preserved until the retirement age of 65. The only obligation of the Group with respect to MPF Scheme is to make the required contributions under the plan.
In 2015, the assets of the schemes are controlled by trustees and held separately from those of the Group. In 2015, no assets are allocated to pension. Total pension cost was $0 during year ended December 31, 2015 (2014: $0).
GREEN STANDARD TECHNOLOGIES, INC.
(F/K/A BAOSHINN CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Stated in US Dollars)
13. Fair value measurements
The Group adopted FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), related to the Group’s financial assets and liabilities. ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. ASC 820 defines fair value as the 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 describes three levels of inputs that may be used to measure fair value:
Level 1 - quoted prices in active markets for identical assets and liabilities.
Level 2 - observable inputs other than quoted prices in active markets for identical assets and liabilities.
Level 3 - unobservable inputs in which there is little or no market data available, which require the reporting entity to develop its own assumptions.
ASC 820 also provides guidance for determining the fair value of a financial asset when the market for that asset is not active, and for determining fair value when the volume and level of activity for an asset or liability have significantly decreased and includes guidance on identifying circumstances that indicate when a transaction is not orderly.
The effective date for certain aspects of ASC 820 was deferred and is currently being evaluated by the Group. Areas impacted by the deferral relate to nonfinancial assets and liabilities that are measured at fair value, but are recognized or disclosed at fair value on a nonrecurring basis. The effects of these remaining aspects of ASC 820 are to be applied by the Group to fair value measurements prospectively beginning November 1, 2010. The adoption of the remaining aspects of ASC 820 is not expected to have a material impact on its financial condition or results of operations.
The following table details the fair value measurements of assets and liabilities within the three levels of the fair value hierarchy at December 31, 2015 and 2014:
GREEN STANDARD TECHNOLOGIES, INC.
(F/K/A BAOSHINN CORPORATION)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(Stated in US Dollars)
14. Commitments and contingencies
Operating lease commitments
The Company did not have commitments during the year ended of December 31, 2015 and December 31, 2014.
15. Related party transactions
As of December 31, 2015 and December 31, 2014, the Company had received advancement of $nil and $14,566 from the shareholders for operating expenses. These advancements bear no interest, no collateral and have no repayment term.
During 2013, the Company issued 1,700,000 shares on June 3, 2013; 850,000 shares on July 2, 2013; 850,000 shares on August 5, 2013 and 850,000 shares on September 6, 2013 with an aggregate of 4,250,000 shares in lieu of $21,250 compensation to the officer. The amounts recorded were about $85,000 at fair price per ASC 718.
16. Subsequent events
The Company has evaluated all other subsequent events from January 1, 2016 through the date these financial statements were issued. The Company determined that there were no any material subsequent events or transactions that require recognition or disclosure in the financial statements except that on January 5, 2016, Mr. Ka Yeung Lee submitted his resignation as a Director of Green Standard Technologies, Inc.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES.
None.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934, the Company’s principal executive officer and principal financial officer have evaluated the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by the Annual Report on Form 10-K. Based on this evaluation, these officers have concluded that as of the end of the period covered by the Annual Report on Form 10-K, our disclosure controls and procedures were effective and were adequate to insure that the information required to be disclosed by the Company in reports it files or submits under the Exchange Act were recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms.
Management’s Report on Internal Control over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. The Company’s internal control over financial reporting is supported by written policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations which may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015. In making this assessment, management used the framework set forth in the report entitled “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission, or (“COSO”). The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2015.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.
Regulatory Statement
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. As a “Smaller Reporting Company” management’s report was not subject to attestation by the Company’s registered public accounting firm.
ITEM 9B.
ITEM 9B. OTHER INFORMATION.
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
The following table sets forth certain information regarding the Company’s directors and executive officers for the fiscal year ended December 31, 2015:
The following table provides information concerning our officers and directors. All directors hold office until the next annual meeting of stockholders or until their successors have been elected and qualified.
Name and Address
Age
Position(s)
Sean Webster
President, C.F.O., Director
Ka Yeung Lee (resigned on January 5, 2016)
Director
Akimasa Fujita (resigned on July 16, 2014)
Director
Brent Inzer (resigned on March 26, 2015)
Director
Mr. Sean Webster serves for a one year term or until his successors are elected or they are re-elected at the annual stockholders’ meeting. Mr. Benny Kan and Mr. Mike Lam have resigned all of their positions as on March 4, 2013. Officers hold their positions at the pleasure of the board of directors, absent any employment agreement, none of which currently exists or is contemplated. There is no arrangement or understanding between any of our directors or officers and any other person pursuant to which any director or officer was or is to be selected as a director or officer, and there is no arrangement, plan or understanding as to whether non-management shareholders will exercise their voting rights to continue to elect the current directors to the Company’s board. Sean Webster has been the President and Chief Financial Officer of Green Standard Technologies, Inc. (F/K/A Baoshinn Corporation) since March 25, 2008. Mr. Webster has been the Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary of Biopack Environmental Solutions, Inc. from October 6, 2008 until April 27, 2012 and also served as its Chief Technology Officer and Principal Accounting Officer. Mr. Webster had been Senior Vice President of Finance & Business Development of Grand Power Logistics Group Inc., from April 8, 2008 until June 1, 2011. Since May, 1999 he served as an Investment Advisor (Investment Dealers Association of Canada, Registered Representative) at Blackmont Capital Inc. until October 2007. Mr. Webster graduated from the University of Calgary in 1996 with BA in Economics, and a minor in Management and Commerce.
Effective December 20, 2013, the Board of Directors of Syndicore Asia Limited, appointed Mr. Ritesh Jha s the Company’s new Chief Technology Officer (“CTO”). In his capacity as CTO, Mr. Jha will be responsible for assisting the Company to develop its digital sports video media, distribution capabilities, content management solutions, web administration and development and general technology strategy. Mr. Jha was a software engineer at the National College of Computer Studies in Kathmandu, Nepal from 2006 to 2010. From 2011 to the present, Mr. Jha has been a Team Leader at Traffic Geyser Nepal Pvt. Ltd., Asia Pacific Region. In 2003, Mr. Jha received a Bachelor of Computer Science Degree from Tribhuvan University in Kathmandu, Nepal. In 2006, Mr. Jha received a Masters of Computer Science and Information Technology from Tribhuvan University in Kathmandu, Nepal. Mr. Ritesh Jha resigned on March 2, 2015.
Effective January 17, 2014, the Board of Directors of Green Standard Technologies, Inc. (F/K/A Baoshinn Corporation) elected Mr. Ka Yeung Lee (Mr. Lee”) as a new Director of the Company to fill a newly-created directorship. Since 2009, Mr. Lee served as Operations Director for Youhaha Marketing and Promotions Limited, an internet advertising and online media consulting Company located in Hong Kong. Mr. Lee received a Bachelor of Science Degree with honors from the Open University of Hong Kong in 2009. Mr. Lee resigned on January 5, 2016.
Effective February 13, 2014, the Board of Directors of Green Standard Technologies, Inc. (F/K/A Baoshinn Corporation) elected Mr. Akimasa Fujita (“Mr. Fujita”) as a new Director of the Company to fill a newly-created directorship. Since 2010, Mr. Fujita served as President of Japan Flood Control, an emergency flood protection system company located in Tokyo, Japan. Mr. Fujita received a Bachelor of Arts degree in Economics from Nihon University in 1993. Mr. Fujita resigned on July 16, 2014.
Effective July 16, 2014, the Board of Directors of Green Standard Technologies, Inc. (F/K/A Baoshinn Corporation) elected Mr. Brent Inzer (“Mr. Inzer”) as a new Director of the Company. Since 2008, Mr. Inzer was the Founder/CEO of Synergistic Resources, LLC where he provided consulting services to the medical marijuana industry and opened a division called Marijuana Medicine Evaluation Centers (M.M.E.C.) which expanded rapidly into 14 standalone clinics. Synergistic Resources, LLC was acquired by General Cannabis, Inc., a publicly traded company, in 2010, Mr. Inzer stayed on with General Cannabis as Director of Business development unit 2012. After his tenure with General Cannabis. Mr. Inzer completed development and marketing strategies for the nutraceutical cannabis industry, with Medco Systems of Los Angeles, California. Mr. Inzer resigned his position on March 26, 2015.
Significant Employees
As of the date hereof, we have no other significant employees.
Family Relationships
None
Involvement in Certain Legal Proceedings
None.
Subsequent Events
As noted above, under the heading of “Subsequent Events” of Note 16 in Item 8 Financial Statements.
Section 16(a) Beneficial Ownership Reporting Compliance.
Section 16(a) of the Exchange Act requires the Company’s directors and officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the
Company’s securities with the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.
Based solely on the Company’s review of the copies of the forms received by it during the fiscal year ended December 31, 2015, the Company does not believe that any person required to make filings under Section 16(a) during such fiscal year failed to file such reports or filed such reports late.
Code of Ethics
Our board of directors adopted a Code of Business Conduct and Ethics that applies to, all our officers, directors, employees and agents. Certain provisions of the Code apply specifically to our president and secretary (being our principle executive officer, principle financial officer and principle accounting officer, controller), as well as persons performing similar functions. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote the following:
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 identified in our 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 management.
We will provide a copy of our code of ethics without charge to any person that requests it. Any such request should be made in writing to the attention of Sean Webster, Chief Executive Officer, Green Standard Technologies, Inc., Unit 1010, Miramar Tower, 132 Nathan Road, Tsimshatsui, Kowloon, Hong Kong.
Nominating Committee
We do not have a separate nominating committee. Management believes that it is not necessary to have a separate nomination committee, because our entire board acts as our nominating committee.
Audit Committee
Our Board of Directors acts as our audit committee and we do not have an audit committee charter. We do not have a qualified financial expert on the Board at this time, because we have not been able to hire a qualified candidate. Further, we believe that we have inadequate financial resources at this time to hire such an expert.
Compensation Committee
Our board of directors acts as our compensation committee, and due to this fact we believe it is not necessary for us to have a separate compensation committee.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth the cash compensation paid by the Company to its President and all other executive officers for services rendered during the fiscal year ended December 31, 2015.
SUMMARY COMPENSATION TABLE
(All amounts in US $‘s)
Long Term Compensation
Total
Compensation
Awards
Payouts
(1)
Name & Principal Position
Period
Salary
Bonus
Other Annual Comp.
Restricted Stock Awards
Securities Underlying Options/ SARs (#)
LTIP Payouts
All Other Compensation
Sean Webster
(3)
12 months ended December 31,2015
*120,000
120,000
12 months ended December 31,2014
*120,000
120,000
Mike Lam
(2)
12 months ended December 31,2015
12 months ended December 31,2014
Benny Kan (2)
12 months ended December 31,2015
12 months ended December 31,2014
Note:
(1) No other executive received any compensation from the Company and any of its subsidiaries for the previous three years.
(2) Mike Lam and Benny Kan both resigned from their director and executive positions on March 4, 2013.Sean Webster is the President, CFO and a director of the Company.
(3) * According to the April 2013 service fee agreement, the Board of Directors resolved to pay an officer, Sean Webster, in the amount of a monthly service fee of US$4,250. The fee was raised to US$10,000 per month as at October 1, 2013. The Company has an option to pay the officer by common stock in lieu of cash at a rate of $0.005 per share. During 2013, the Company issued 1,700,000 shares on June 3, 2013; 850,000 shares on July 2, 2013; 850,000 shares on August 5, 2013 and 850,000 shares on September 6, 2013 with an aggregate of 4,250,000 shares in lieu of $21,250 compensation to the officer. The amounts recorded were about $85,000 at fair price per ASC 718.
(a) Option/SAR Grants
The Company has stock option plans that allow it to grant options to its key employees. Over the course of employment, the Company may issue vested or non-vested stock options to an employee.
In March, 2008 the Company implemented a vested and non-vested stock option plan and all the options granted under those plans expired March 31, 2011.
In the year ended March 31, 2008, a total of 300,000 of vested and 80,000 non-vested options were granted to employees of the Company at a price of $0.35 per share, exercisable for a term of three years. No stock options have been granted to any of the officers or directors of the Company.
No stock options have been exercised by any employees, officers or directors since we were founded.
Green Standard Technologies, Inc. (F/K/A Baoshinn Corporation), Syndicore Asia Limited and Green Standard Technologies Enterprises, Inc. currently have no option plans.
(b) Long-Term Incentive Plans and Awards
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock, price-based plans have been made to any executive officer or any director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by any of our officers, directors, employees or consultants since we were founded.
(c) Compensation of Directors
The members of the Board of Directors are not compensated for acting as such. There are no arrangements pursuant to which directors are or will be compensated in the future for any services provided as a director. There were no reimbursement expenses paid to any director.
(d) Employment Contracts, Termination of Employment, Change-in-Control Arrangements.
The service agreement was approved by the Board of Directors as of April 1, 2013 and October 1, 2013. There are no compensation plans or arrangements, including payments to be made by us with respect to our officers, directors, employees or consultants that would result from the resignation, retirement or any other termination of such directors, officers, employees or consultants. There are no arrangements for compensation to our directors, officers, employees or consultants that would result from a change-in-control.
ITEM 12.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth certain information regarding the beneficial ownership of our common stock as of December 31, 2015, by (i) each person who is known by us to own beneficially more than 5% of our outstanding common stock; (ii) each of our officers and directors; and (iii) all our directors and officers as a group.
Name and Address of Beneficial Owner
Amount & Nature of Beneficial Ownership
Percentage of Class(1)
Sean Webster
Unit 1010, Miramar Tower
132 Nathan Road, TST, Kowloon, Hong Kong
4,992,500
26.662%
All Officers and Directors as a Group
4,992,500
26.662%
[1] Applicable percentage ownership is based on 18,725,003 shares of our common stock outstanding as of December 31, 2015. There are no options, warrants, rights, conversion privileges or similar right to acquire the common stock of the Company outstanding as of December 31, 2015.
(a) Changes in Control
We do not anticipate at this time any changes in control of the Company. There are no arrangements either in place or contemplated which may result in a change of control of the Company. There are no provisions within the Articles or the Bylaws of the Company that would delay or prevent a change of control.
As of December 31, 2015, Sean Webster, an officer and director of the company controlled the largest percentage of shares of common stock.
(b) Future Sales by Existing Shareholders
As of December 31, 2015 there are a total of 28 Stockholders of record holding 18,725,003 shares of our common stock, excluding the shareholders that hold our shares in street name. 9,887,500 of our outstanding shares of common stock are “restricted securities”, as that term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, such shares can be publicly sold, subject to certain restrictions commencing six (6) months after the acquisition of such shares.
ITEM 13.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
As of December 31, 2015 and December 31, 2014, the Company had received advances of $nil and $14,566 from its shareholders for operating expenses. These advances bear no interest, no collateral and have no repayment term.
During 2013, the Company issued 1,700,000 shares on June 3, 2013; 850,000 shares on July 2, 2013; 850,000 shares on August 5, 2013 and 850,000 shares on September 6, 2013 with an aggregate of 4,250,000 shares in lieu of $21,250 compensation to the officer. The amounts recorded were about $85,000 at fair price per ASC 718.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
AWC (CPA) Limited is the Company’s independent registered public accountant.
Audit Fees
The aggregate fees billed by AWC (CPA) Limited for professional services rendered for the audits of our annual financial statements in connection with statutory and regulatory filings were $14,103 and $14,103 for the year ended December 31, 2015 and 2014.
Audit-Related Fees
The aggregate fees billed by AWC (CPA) Limited for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements were $0 or the year ended December 31, 2015.
Tax Fees
The aggregate fees billed by AWC (CPA) Limited for professional services for tax compliance, tax advice and tax planning were $0 for the year ended December 31, 2015.
All Other Fees
The aggregate fees billed by AWC (CPA) Limited for other products and services were $0 for the year ended December 31, 2015.
Pre-approval Policy
We do not currently have a separate audit committee. The services described above were approved by our Board of Directors, which serves as our audit committee.
ITEM 15.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
Index to Exhibits
______________________________________
*Filed as an exhibit to the Company‘s registration statement on Form SB-2, as filed with the Securities and Exchange Commission on June 14, 2006, and incorporated herein by this reference.
** To be filed as an amendment to this Form 10-K
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, thereunto duly authorized.
In accordance with the 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.
Title
Date
/s/ Sean Webster
President/CFO/Director/
Secretary/CEO
April 13, 2016
Sean Webster