Item 1. Business
GIA Investments Corp, (the “Company” “our”, “we”, or “us”), was incorporated on July 6, 2010, in the State of Nevada. The Company’s business plan is to seek, investigate, and, if warranted, acquire one or more properties or businesses, and to pursue other related activities intended to enhance shareholder value. The acquisition of a business opportunity may be made by purchase, merger, exchange of stock, or otherwise, and may encompass assets or a business entity, such as a corporation or joint venture. The Company has not conducted business operations nor had revenues from operations since its inception.
Also, the Company’s business plan is to seek, investigate, consult with and assist small to medium sized Asian companies to enter the United States equity markets. We will look for small profitable companies in growth industries. We desire to deal with management who shares our vision of growth, within reason. We intend to shy away from management that appears to be in the business for the “short haul”. Management’s character will play a big part in our decision making process. The Company will charge various fees for its consulting services, and some of those fees may come in the form of equity in the client business. Examples of those services are assist with the preparation and filing of various registration statements, the formation or reorganization of companies, and assist with the preparation and filing of various reports on Forms 10-Q, 10-K, and 8-K.
We believe that there is a significant number of small to mid-size businesses in China that can benefit from the services we offer. We will help educate management of these businesses as to the opportunities available as a publicly traded company in the United States, including, but not limited to, participation on the OTCBB or OTCQB, as appropriate. We have assembled a team of bi-lingual professionals and offer their services as a “package” to our clients. We believe we can offer a “turnkey” process for Asian companies to participate in the equity markets in the United States by becoming a reporting company. We will assist them in being incorporated in the United States, assist them with the registration process, and introduce them to market makers, auditors and legal counsel.
Overview
There are many small profitable companies in China and elsewhere in Asia with no knowledge of the public company process and related regulatory requirements in the United States. We believe we can fill a market niche with our ability to identify prospects in the Asian community, because of our relationships with professionals that Heer Hsiao, our President, has developed during the past 10 years. We believe we are breaking ground in this industry and have no idea regarding how this market will develop in the future.
Principal Services and Their Markets
We believe there is a significant number of small to mid-size businesses in China that can benefit from the services we offer. We will help educate management of these businesses as to the many benefits available as a publicly traded company in the United States. We have assembled a team of bi-lingual professionals and offer their services as a “package” to our clients. We believe we can offer a “turnkey” process for Asian companies to participate in the equity markets in the United States. We will assist them in being incorporated in the United States, assist them with the registration process, and introduce them to market makers, auditors and legal counsel.
Competition
There are many professional entities, i.e., law firms, financial institutions, investment bankers, etc., world-wide getting involved in the growth opportunities in the Asian markets, in particular, China. We hope our selected “niche” of the small to medium size business might be well suited for our operations. We also believe that our chosen market will help us eliminate the possibility of major expenses due to the smaller size of our transactions.
Dependence on One or a Few Major Customers
Currently, we do not depend on one or a few major customers.
Patents and Trademarks
Currently, we have no registered patents or trademarks.
Government and Industry Regulation
We believe that our operations are not subject to governmental or industry regulation.
Research and Development Activities
Currently, we have no research and development activities.
Environmental Laws
Currently, our operations have no material effect on the environment.
Employees and Employment Agreements
The Company has one full time employee. There are no employee agreements in effect.
Item 1A.
Item 1A. Risk Factors
As a smaller reporting company, we are not required to provide the information required by this item.
Item 1B.
Item 1B. Unresolved Staff Comments
There are no unresolved staff comments.
Item 2.
Item 2. Properties
The Company currently uses office space provided by Heer Hsiao, President of the Company, at no cost to the Company, located at Room B1, 14F, Number 85, Section 4, Ren’ai Road, Da’an District, Taipei City, Taiwan.
Item 3.
Item 3. Legal Proceedings
There are no lawsuits filed or pending against the Company by others, and no lawsuits filed or pending against others by the Company. There are no contingencies, sureties or guaranties in existence.
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
Our common stock is listed for quotation on the OTC Bulletin Board (“OTCBB”), which is sponsored by FINRA, using the symbol GIAI. Shares of our common stock, generally, do not trade. The OTCBB is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current “bids” and “asks”, as well as volume information.
The following table sets forth the range of high and low bid quotations for our common stock for each of the periods indicated as reported by the OTCBB. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
Recent Sales of Unregistered Securities.
On August 5, 2014, we issued 3,730,480 shares of our common stock for an aggregate value of $3,670,480, described more particularly as follows:
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We converted $448,480 of related party indebtedness to 508,480 shares of our common stock, at a per share conversion price of $0.882.
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We converted $152,000 of related party indebtedness to 152,000 shares of our common stock, at a per share conversion price of $1.00.
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We issued 70,000 shares of our common stock to 3 individuals at a deemed price of $1.00 per share to compensate them for the services they provided to us, which results in total compensation of $70,000.
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We issued 3,000,000 shares of our common stock to Cloud Media Investments Co., Ltd., at a price of $1.00 per share for cash proceeds of $3,000,000.
On December 29, 2014, we converted $300,000 of related party indebtedness to 600,000 shares of our common stock, at a conversion price of $0.50 per share.
Re-Purchase of Equity Securities.
No equity securities were repurchased during the twelve months ended December 31, 2014.
Penny Stock
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a market price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type size and format, as the SEC shall require by rule or regulation.
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statement showing the market value of each penny stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement as to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements may have the effect of reducing the trading activity for our common stock. Therefore, stockholders may have difficulty selling our securities.
Holders of Our Common Stock
As of December 31, 2014, there were 32,923,480 shares of our common stock outstanding held by 101 holders of record.
Stock Option Grants
To date, we have not granted any stock options.
Dividends.
No dividends have been declared or paid during the twelve months ended December 31, 2014 or 2013.
Dividends
There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:
1.
we would not be able to pay our debts as they become due in the usual course of business, or;
2.
our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.
We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.
Recent Sales of Unregistered Securities
There have been no recent sales of the Company’s unregistered securities.
Securities Authorized for Issuance pursuant to Equity Compensation Plans
We did not issue any securities pursuant to any equity compensation plan as of December 31, 2014.
Item 6.
Item 6. Selected Financial Data
As a smaller reporting company, we are not required to provide the information required by this Item.
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.
Overview
GIA Investments Corp, (the “Company” “our”, “we”, or “us”), was incorporated on July 6, 2010 in the State of Nevada. The Company’s business plan is to seek, investigate, and, if warranted, acquire one or more properties or businesses, and to pursue other related activities intended to enhance shareholder value. The acquisition of a business opportunity may be made by purchase, merger, exchange of stock, or otherwise, and may encompass assets or a business entity, such as a corporation or joint venture. The Company has not conducted business operations nor had revenues from operations since its inception.
Also, the Company’s business plan is to seek, investigate, consult with and assist small to medium sized Asian companies to enter the United States equity markets. We will look for small profitable companies in growth industries. We desire to deal with management who shares our vision of growth, within reason. We intend to shy away from management that appears to be in the business for the “short haul”. Management’s character will play a big part in our decision making process. The Company will charge various fees for its consulting services, and some of those fees may come in the form of equity in the client business. Examples of those services are assist with the preparation and filing of various reports, the formation or reorganization of companies, and assist with the preparation and filing of various reports on Forms 10-Q, 10-K, and 8-K.
We have not conducted any market research regarding the probability of success of our operations or the acceptance of our services by our intended market.
Material Definitive Agreements
On September 16, 2013, we entered into a written Definitive Agreement with Worldwide Media Investments Corp, a company incorporated in Anguilla (“Worldwide”) (the “Worldwide Definitive Agreement”).
Pursuant to the provisions of the Worldwide Definitive Agreement, Worldwide and we agreed that Worldwide would acquire NOWnews Network Co. Ltd., a media company incorporated in Taiwan R.O.C. (“NOWnews”), pursuant to a stock purchase agreement, and Worldwide will fund the operations of NOWnews for a period of approximately 8 months. Additionally, pursuant to the Worldwide Definitive Agreement, Worldwide and we acknowledged that Worldwide desires to be acquired by an unidentified company (defined in the Worldwide Definitive Agreement as “Company A”), pursuant to a stock exchange agreement, and Company A will be a participant in the OTCQB.
Pursuant to the provisions of the Worldwide Definitive Agreement, prior to the acquisition of Worldwide by Company A, Worldwide will increase its capital by $1,000,000 from contributions from Worldwide’s existing shareholders for the purpose of supporting the operations of NOWnews for that 8 month period, and those operations will be supported by Worldwide by loans from Worldwide to NOWnews, on an as needed basis.
As specified in the Worldwide Definitive Agreement, we intended to acquire 15% of the issued and outstanding shares of Company A’s common stock in exchange for our payment of $3,000,000, and Worldwide intends that its existing shareholders will acquire 84% of the issued and outstanding shares of Company A’s common stock.
The foregoing information regarding the Worldwide Definitive Agreement is not intended to be complete and is qualified in its entirety by reference to the complete text of the Worldwide Definitive Agreement, a copy of which is attached as an exhibit to that Current Report on Form 8-K filed with the SEC on September 19, 2013.
On May 23, 2014, we entered into an investment agreement with Worldwide, pursuant to which we acquired 15% of the equity interest of Worldwide for $1,650,000.
On December 25, 2011, we entered into a Preliminary Definitive Agreement (the “Baby Trend Acquisition Agreement”), dated as of December 25, 2011, with Baby Trend, Inc., (“Baby Trend”), which agreement specifies the initial terms pursuant to which we intended to acquire Baby Trend.
Pursuant to the Baby Trend Acquisition Agreement, we agreed to pay approximately $45 million which will be payable in 3 tranches over 3 years, subject to Baby Trend meeting certain net worth thresholds. We agreed to pay the first tranche of $20 million in July 15, 2012, concurrently with our entry into a more detailed acquisition agreement (the “Detailed Acquisition Agreement”) with Baby Trend. We agreed to pay the second tranche of $10 million on April 15, 2013, and we agreed to pay the third tranche of $15 million on April 15, 2014. Payment of the third tranche was subject to Baby Trend having a net worth of no less than $10 million as of July 15, 2012, the final tranche payable to Baby Trend was to be credited with the amount for which Baby Trend has fallen below the $10 million threshold.
Upon consummation of the Detailed Acquisition Agreement, Baby Trend would have become a wholly-owned subsidiary of the Company.
This description of the Baby Trend Acquisition Agreement is not a complete statement of the parties’ rights and obligations pursuant to the Baby Trend Acquisition Agreement and is qualified in its entirety by reference to the full text of the Baby Trend Acquisition Agreement, which is filed as an exhibit to that Current Report on Form 8-K filed with the SEC on December 29, 2011.
On January 9, 2013, we prepared and delivered to Baby Trend, a written Notice of Termination of the Baby Trend Acquisition Agreement (the “Baby Trend Termination Notice”).
The foregoing information regarding the Baby Trend Termination Notice is not intended to be complete and is qualified in its entirety by reference to the complete text of the Baby Trend Termination Notice, a copy of which is attached as an exhibit to that Current Report on Form 8-K filed with the SEC on February 13, 2013.
On February 26, 2013, we entered into a written Letter of Intent with Auxin Solar, LLC (“Auxin”) regarding a relationship with Auxin in connection with the development and installation of various solar projects for residential and commercial purposes (the “Auxin Letter of Intent”). Pursuant to the Auxin Letter of Intent, Auxin has negotiated a 20MW solar power plant project in Lao PDR (“Lao”).
Auxin agreed to secure and provide 75% of the funding of the cost of that project, which funding shall be borrowed by Auxin from US Exim Bank (“Exim”). We agreed to provide 25% of the funding of the cost of that project, as equity. We will provide that equity investment at such time as Exim provides that debt financing.
The Government of Lao will purchase the power generated by that project at a rate of $.25/kwh for 20 years; provided, however, that the amount shall be increased 2% annually.
The foregoing information regarding the Auxin Letter of Intent is not intended to be complete and is qualified in its entirety by reference to the complete text of the Letter of Intent, a copy of which is attached as an exhibit to that Current Report on Form 8-K filed with the SEC on March 4, 2013.
Results of Operations for the Years Ended December 31, 2014 and 2013 and for the period from inception (July 6, 2010) to December 31, 2014
We have not earned any revenues since our inception. We are presently in the development stage of our business and we can provide no assurance that we will be able to enter into commercial relationships with intended client companies or businesses.
Our general and administrative expenses for the year ended December 31, 2014 were $537,504, as compared with $640,055 for the year ended December 31, 2013. Our general and administrative expenses for the period from inception (July 6, 2010) through December 31, 2014 were $1,858,661.
We had a net loss of $537,469 for the year ended December 31, 2014, as compared with $640,041 for the year ended December 31, 2013, and a net loss of $1,858,612 for the period from inception (July 6, 2010) to December 31, 2014.
Liquidity and Capital Resources
As of December 31, 2014, we had total current assets of $27,717, compared to $243,408 for the year ended December 31, 2013. Our total current liabilities as of December 31, 2014 were $109,859, compared to $3,749,436 for the year ended December 31, 2013. Therefore, we had a working capital deficit of $82,142 as of December 31, 2014, compared to $3,506,208 for the year ended December 31, 2013.
Operating activities used $467,469 in cash for the year ended December 31, 2014, compared to $640,041 for the year ended December 31, 2013. Our net loss of $537,469 for the year ended December 31, 2014 was the primary component of our negative operating cash flow for that year. There were no cash flows provided by investing activities during the year ended December 31, 2014.
Cash flows from financing activities was $207,617 for the year ended December 31, 2014, which resulted from the sale of our common stock, compared to $3,200,236 for the year ended December 31, 2013.
Based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We intend to fund operations through increased sales and debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for our operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.
Going Concern
We have a deficit accumulated during the development stage of $1,858,612 as of December 31, 2014. Our financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, we have no current source of revenue. Without realization of additional capital, it would be unlikely for us to continue as a going concern. Our management plans on raising cash from public or private debt or equity financing, on an as needed basis and in the longer term, and, ultimately, upon achieving profitable operations through the development of business activities.
Critical Accounting Policies
In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We do not believe that any accounting policies currently fit this definition.
Recently Issued Accounting Pronouncements
We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.
Off Balance Sheet Arrangements
As of December 31, 2014, there were no off balance sheet arrangements.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, we are not required to disclose this item.
Item 8.
Item 8. Financial Statements and Supplementary Data
Audited Financial Statements
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
GIA Investments Corp.
(A Development Stage Company)
We have audited the accompanying balance sheets of GIA Investments Corp. (a Development Stage Company) (the "Company") as of December 31, 2014 and 2013, and the related statements of operations, stockholders’ equity (deficit), and cash flows for years then ended and for the period from July 6, 2010 (inception) through December 31, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with 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.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2014 and 2013, and the results of its operations and its cash flows for the years then ended and for the period from July 6, 2010 (inception) through December 31, 2014, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred losses from operations, has a working capital deficit and has no cash flows from operations. These conditions raise substantial doubt as to the ability of the Company to continue as a going concern. These financial statements do not include any adjustments that might result from such uncertainty.
/s/ KCCW Accountancy Corp
Diamond Bar, California
April 9, 2015
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The Accompanying Notes Are an Integral Part of the Financial Statements.
F - 3
The Accompanying Notes Are an Integral Part of the Financial Statements.
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The Accompanying Notes Are an Integral Part of the Financial Statements.
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The Accompanying Notes Are an Integral Part of the Financial Statements.
F - 6
GIA INVESTMENTS CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2014
NOTE 1 - NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES
Nature of Business
GIA Investments Corp., a company in the developmental stage (the “Company” or “GIA”), was incorporated on July 6, 2010 in the State of Nevada. The Company‘s business plan was to seek, investigate, and, if warranted, acquire one or more properties or businesses, and to pursue other related activities intended to enhance shareholder value. The acquisition of a business opportunity may be made by purchase, merger, exchange of stock, or otherwise, and may encompass assets or a business entity, such as a corporation, or joint venture. The Company has not conducted business operations nor had revenues from operations since its inception.
The Company’s year-end is December 31.
Going Concern
These financial statements were prepared on the basis of accounting principles applicable to going concern, which assumes the realization of assets and discharge of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company had an accumulated deficit of $1,858,612 as of December 31, 2014, has a working capital deficit, and it had no revenue from operations.
The Company faces all the risks common to companies at development stage, including capitalization and uncertainty of funding sources, high initial expenditure levels, uncertain revenue streams, and difficulties in managing growth. The Company's losses raise substantial doubt about its ability to continue as a going concern. The Company's financial statements do not reflect any adjustments that might result from the outcome of this uncertainty.
The Company is currently addressing its liquidity issue by continually seeking investment capital through private placements of common stock and debt. The Company believes its current and future plans enable it to continue as a going concern. The Company's ability to achieve these objectives cannot be determined at this time. These financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts which may differ from those in the accompanying consolidated financial statements.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include cash and all highly liquid instruments with original maturities of three months or less.
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Net Income Per Share
Basic income (loss) per share is computed by dividing net income by weighted average number of shares of common stock outstanding during each period. Diluted income per share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. At December 31, 2014, the Company does not have any outstanding common stock equivalents; therefore, a separate computation of diluted loss per share is not presented.
Income Taxes
The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when, in the opinion of management, it is more likely than not that some or all of any deferred tax assets will not be realized.
Translation Adjustment
The accounts of the Company’ branch was maintained, and its financial statements were expressed, in New Taiwan Dollar (“NTD”). Such financial statements were translated into U.S. Dollars (“$” or “USD”) in accordance ASC 830, "Foreign Currency Matters", with the NTD as the functional currency. According to the Statement, all assets and liabilities are translated at the current exchange rate, stockholder's equity are translated at the historical rates and income statement items are translated at an average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income as a component of stockholders’ equity.
Foreign-currency Transactions
Foreign-currency transactions are recorded in New Taiwan dollars (“NTD”) at the rates of exchange in effect when the transactions occur. Gains or losses resulting from the application of different foreign exchange rates when cash in foreign currency is converted into New Taiwan dollars, or when foreign-currency receivables or payables are settled, are credited or charged to income in the year of conversion or settlement. On the balance sheet dates, the balances of foreign-currency assets and liabilities are restated at the prevailing exchange rates and the resulting differences are charged to current income except for those foreign currencies denominated investments in shares of stock where such differences are accounted for as translation adjustments under stockholders’ equity.
Statement of Cash Flows
Cash flows from the Company's operations are based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet.
Comprehensive Income
Comprehensive income includes accumulated foreign currency translation gains and losses. The Company has reported the components of comprehensive income on its statements of stockholders’ equity and comprehensive income (loss).
Fair Value of Financial Instruments
The carrying amounts of cash and cash equivalents, accounts receivable, deposits and accounts payable approximate their fair value because of the short maturity of those instruments.
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The carrying amounts of the Company's long-term debt approximate their fair value because of the short maturity and/or interest rates which are comparable to those currently available to the Company on obligations with similar terms.
Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its result of operations, financial position or cash flow.
NOTE 2 - INCOME TAXES
As of December 31, 2014, the Company had net operating loss carry forwards of approximately $1,858,612 that may be available to reduce future years’ taxable income through 2034. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
The provision for Federal income tax consists of the following for the years ended December 31:
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of December 31:
NOTE 3 - INVESTMENT IN WORLDWIDE MEDIA INVESTMENTS CORP
On May 23, 2014, the Company entered into an investment agreement with Worldwide Media Investment Corp., a company incorporated in Anguilla (“Worldwide”), pursuant to which the Company acquired 15% of the equity interest of Worldwide for the sum of $1,650,000. The investment is recorded at cost.
NOTE 4 - PREPAID INVESTMENTS
As of September 30, 2014, there were prepaid investments of $877,612. The amount represents the amounts paid to the existing shareholders of Worldwide Media Investments Corp. (“Worldwide”) for future equity investment in Worldwide and its holding company. There is no written agreement entered pursuant to this prepayment.
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NOTE 5 - OTHER PAYABLE
As of December 31, 2013, due to others amounted to $3,125,000. The amount represents the cash received from investors that intends to subscribe the Company’s common shares. The Company has not entered into any agreement on the stock subscription terms for these advances.
On August 5, 2014, the Company issued 3,000,000 shares of common stock to Cloud Media Investments Co., Ltd. at a price of $1.00 per share for aggregate gross proceeds of $3,000,000. On December 29, 2014, the Company issued 250,000 shares of common stock to an individual at a price of $0.5 per share for aggregate gross proceeds of $125,000 (see Note 7).
NOTE 6 - RELATED PARTY TRANSACTIONS
Loan from related parties- The Company has advanced funds from its officer and shareholder for working capital purposes. The Company has not entered into any agreement on the repayment terms for these advances. On August 5, 2014, the Company converted its outstanding related party payable totaling $600,480 into 660,480 shares of Common Stock at the deemed prices of $0.882 to $1.00. On December 29, 2014, the Company converted its outstanding related party payable totaling $175,000 into 350,000 shares of Common Stock at the deemed prices of $0.5 (see Note 7). As of December 31, 2014, there were $109,859 advances outstanding.
NOTE 7 - COMMON STOCK
On August 5, 2014, the Company issued 3,730,480 shares of common stock for aggregate value of $3,670,480 at deemed prices as follows:
1. The Company converted its outstanding related party notes payable totaling $600,480 into 660,480 shares of Common Stock at the deemed prices as follows:
2. The Company issued an aggregate of 70,000 shares of common stock to three individuals at a deemed price of $1.00 per share, to pay $70,000 for their services.
3. The Company issued 3,000,000 shares of common stock to Cloud Media Investments Co., Ltd. at a price of $1.00 per share for aggregate gross proceeds of $3,000,000.
On December 29, 2014, the Company converted its outstanding related party notes payable and due to others totaling $300,000 into 600,000 shares of Common Stock at the deemed prices of $0.5 per share.
NOTE 8 - OPERATING LEASE
The Company leases a vehicle under long-term, non-cancellable operating lease agreement. The lease expires on February 2015. Lease expense totaled $23,911 and $20,787 for the year ended December 31, 2014 and 2013, respectively.
The following is a schedule of future minimum rental payments required under the operating lease agreement:
F - 10
NOTE 9 - TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On December 25, 2011, the Company entered into a Preliminary Definitive Agreement, dated as of December 25, 2011, between GIA and Baby Trend Inc. which agreement spells out the initial terms pursuant to which we will acquire Baby Trend.
On January 9, 2013, the Company prepared and delivered to Baby Trend, Inc. a written Notice of Termination of that certain written Preliminary Definitive Agreement dated as of December 25, 2011, by and between the Company and Baby Trend.
NOTE 10 - ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS
Auxin Solar, LLC:
On February 26, 2013, the Company entered into a written Letter of Intent with Auxin Solar, LLC (“Auxin”) regarding a relationship with Auxin in connection with the development and installation of various solar projects for residential and commercial purposes (the “Letter of Intent”).
Auxin shall secure and provide 75% of the funding of the cost of that project, which funding shall be borrowed by Auxin from US Exim Bank (“Exim”). The Company shall provide 25% of the funding of the cost of that project, as equity. The Company will provide that equity investment at such time as Exim provides that debt financing.
NOTE 11 - SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred after December 31, 2014 up through the date the Company issued these financial statements.
****
F - 11
Item 9.
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
As required by Rule 13a-15 pursuant to the Securities Exchange Act of 1934, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report, as of December 31, 2014. This evaluation was carried out pursuant to the supervision and with the participation of our management, including our Chief Executive Officer, Principal Executive Officer, Chief Financial Officer and Principal Financial Officer, who concluded that our disclosure controls and procedures are not effective to ensure that all material information required to be filed in this Annual Report has been made known to them.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934 is accumulated and communicated to management, including our Principal Executive Officer and Principal Financial Officer, or persons performing similar functions as appropriate, to allow timely decisions regarding required disclosure.
Based upon that evaluation, including our Principal Executive Officer and Principal Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this Annual Report.
We have identified the following material weaknesses in our internal controls:
●
reliance upon independent financial reporting consultants for review of critical accounting information and disclosures and material nonstandard transactions.
●
lack of sufficient accounting staff, which results in a lack of segregation of duties necessary for a good system of internal control.
In order to remedy our existing internal control deficiencies, as our finances allow, we will hire additional accounting staff.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) pursuant to the Securities Exchange Act of 1934). Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2013 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of this assessment, management concluded that, as of December 31, 2014, our internal control over financial reporting was not effective. Our management identified the following material weaknesses in our internal control over financial reporting, which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both United States GAAP and SEC guidelines.
We plan to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this Annual Report, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we hope to implement the following changes during our fiscal year ended December 31, 2014: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) and (ii) are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.
This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Remediation of Material Weakness
We are unable to remedy our controls related to the inadequate segregation of duties and ineffective risk management until we receive financing to hire additional employees. We are currently in the process of hiring an outsourced controller to improve the controls for accounting and financial reporting.
Limitations on the Effectiveness of Internal Controls
Our management, including our Principal Executive Officer and our Principal Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting are or will be capable of preventing or detecting all errors or all fraud. Any control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements, due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns may occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risk.
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, 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B.
Item 9B. Other Information
None.
PART III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance
Set forth below is a brief description of the background and business experience of our current executive officers and directors.
Heer Hsiao is our President, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and a director. Mr. Hsiao is 40 years old and has an MBA in economics from Tamkang University. Since 2002 till the present Mr. Hsiao has been overseeing the many functions of Jing-Hua China Investment Consultants, which assists Taiwan enterprises grow and invest in China. Its website and relevant information can be found at www.jing-hua.com. Mr. Hsiao will provide an English version of this website in the near future.
En Ming Tseng is a member of our board of directors. In 1983, En Ming Tseng graduated from the National Taiwan Ocean University, Department of Shipping, Transportation and Management with a bachelor’s degree. Additionally, in 1992, En Ming Tseng obtained a MBA from Bloomsburg University, Pennsylvania and, in 1995, a Ph.D. in industrial technology from the University of Northern Iowa.
From July 2006 continuing through the present, En Ming Tseng has been a director for Heimvista Co., Ltd., Taipei City, Taiwan. From August 2007 through the present, En Ming Tseng has been a director of Reborn Group, Beijing City, China. From January 2010 through the present, En Ming Tseng has served as the president of the Alumni Association and School Director, for St. John’s University, New Taipei County, Taiwan. From January 2012 through the present, En Ming Tseng has served as chairman of Digivast Co. Ltd., Taipei City, Taiwan.
Term of Office
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
Family Relationships
There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.
Involvement in Certain Legal Proceedings
To the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
Committees of the Board
Our company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our directors believe that it is not necessary to have such committees, at this time, because the functions of such committees can be adequately performed by the board of directors.
Our company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our CEO and director at the address appearing on the first page of this annual report.
Code of Ethics
We have not adopted a Code of Ethics that applies our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
Item 11.
Item 11. Executive Compensation
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than ten percent of our common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of change of ownership of our common stock. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
We intend to ensure to the best of our ability that all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners are complied with in a timely fashion.
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or paid to both to our officers and to our directors for all services rendered in all capacities to us for our fiscal years ended December 31, 2014 and 2013.
Narrative Disclosure to the Summary Compensation Table
We have not entered into any employment agreement or consulting agreement with our executive officers. There are no arrangements or plans in which we provide pension, retirement or similar benefits for executive officers.
Although we do not currently compensate our officers, we reserve the right to provide compensation at some time in the future. Our decision to compensate officers depends on the availability of our cash resources with respect to the need for cash to further our business purposes.
Stock Option Grants
We have not granted any stock options to the executive officers or directors since our inception.
Equity Compensation Plan Information.
We do not have an equity compensation plan.
Director Compensation
We do not pay any compensation to our directors at this time. However, we reserve the right to compensate our directors in the future with cash, stock, options, or some combination of the above.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information known to us with respect to the beneficial ownership of our Common Stock as of December 31, 2014, by (1) all persons who are beneficial owners of 5% or more of our voting securities, (2) each director, (3) each executive officer, and (4) all directors and executive officers as a group. The information regarding beneficial ownership of our common stock has been presented in accordance with the rules of the Securities and Exchange Commission. Under these rules, a person may be deemed to beneficially own any shares of capital stock as to which such person, directly or indirectly, has or shares voting power or investment power, and to beneficially own any shares of our capital stock as to which such person has the right to acquire voting or investment power within 60 days through the exercise of any stock option or other right. The percentage of beneficial ownership as to any person as of a particular date is calculated by dividing (a) (i) the number of shares beneficially owned by such person plus (ii) the number of shares as to which such person has the right to acquire voting or investment power within 60 days by (b) the total number of shares outstanding as of such date, plus any shares that such person has the right to acquire from us within 60 days. Including those shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.
Except as otherwise indicated, all Shares are owned directly and the percentage shown is based on 32,923,480 shares of common stock issued and outstanding as of December 31, 2014.
(1) As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or share investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security).
(2) TGB INC is wholly owned by Heer Hsiao, our President and a member of our board of directors.
(3) THE WORLD INC is owned by Heer Hsiao.
(4) The address for each of those shareholders is 2F-6, Number 7, Qingdao East Road, Taipei City 100, Taiwan.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence
None.
Item 14.
Item 14. Principal Accounting Fees and Services
Below is the table of Audit Fees billed by our auditors in connection with the audits of the Company’s annual financial statements and quarterly financial statement reviews for the periods ended:
PART IV
Item 15.
Item 15. Exhibits, Financial Statements Schedules
(a)
Financial Statements and Schedules
The following financial statements and schedules listed below are included in this Form 10-K.
Financial Statements (See Item 8).
(b)
Exhibits
(1)
Incorporated by reference to the Registration Statement on Form S-1 filed on October 15, 2010.
(2)
Incorporated by reference to Exhibit 10.1 to Form 8K filed September 19, 2013.
(3)
Incorporated by reference to Exhibit 10.2 to Form 8K filed December 29, 2011
(4)
Incorporated by reference to Exhibit 10.3 to Form 8K filed February 13, 2013
(5)
Incorporated by reference to Exhibit 10.4 to Form 8K filed March 4, 2013
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GIA INVESTMENTS CORP.
By: /s/ Heer Hsiao
April 14, 2015
President, Chief Executive Officer, Principal Financial Officer, Principal Accounting Officer, Principal Executive Officer and director
Pursuant to the requirements of the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.
By: /s/ En Ming Tseng
April 14 , 2015
Director
By: /s/ Heer Hsiao
April 14 , 2015
Director