ITEM 1. BUSINESS
Company History and Overview
ASPI, Inc. ("APSI") was formed in Delaware in September 29, 2008. On April 25, 2012, ASPI amended its Articles of Incorporation with the State of Delaware to change its name from ASPI, Inc. to JV Group, Inc. ("JV Group") and to increase its authorized capital from One Hundred Million (100,000,000) common shares to One Billion (1,000,000,000) common shares.
We have two wholly-owned subsidiaries, Mega Action Limited ("Mega"), a British Virgin Island Corporation, and Prestige Prime Office, Limited ("Prestige"), a Hong Kong Special Administrative Region Corporation (JV Group and its subsidiaries are collectively referred to as the "Company," "we," "our," or "us.")
JV Group operates primarily as an office service provider, in Hong Kong, through its wholly-owned subsidiary, Prestige. Prestige provides office space that is fully furnished, equipped and staffed, located at premier addresses in central business districts with convenient access to airports and public transportation. Services include advanced communications system, network access, updated IT and administrative support, as well as a full menu of business services and facilities, such as meeting rooms and video conferencing.
Prestige Prime Office, Ltd. Acquisition
On June 30, 2010, ASPI entered into an Acquisition Agreement with Prestige Prime Office, Ltd. Under the Agreement, ASPI acquired all of the issued and outstanding common stock of Prestige Prime Office, LTD. ("Prestige"), a Hong Kong Special Administrative Region Corporation. As a result of the acquisition, Prestige became a wholly-owned subsidiary of ASPI.
In exchange for $50,000 cash and 60,000,000 restricted shares of the common stock of ASPI, ASPI acquired 100% all of the 4,000,000 issued and outstanding shares of the common stock of Prestige.
Prestige had one sole shareholder, Mr. Yeung Cheuk Hung. As a result of the acquisition, Mr. Yeung became the majority shareholder of the Company holding approximately 81.21% of the issued and outstanding common stock of the Company at the time of the acquisition.
Mega Action Limited
During the year ended June 30, 2010, the Company incorporated a subsidiary, Mega Action Limited, a BVI corporation (the "Subsidiary"). Two of the Company's directors, Yuen Ling Look and Siu Lun Tong, act as directors of Mega Action Limited.
In consideration of $1.00, Mega Action Limited issued the Company one share of Mega Action Limited ("Mega"). There is only one share of Mega issued and outstanding. Mega is a wholly owned Subsidiary of the Company. Mega operates as a management division of the Company. Mega's operational activities are both minimal and solely administrative in nature. Mega does not expect to recognize revenues from its minimal administrative activities.
Leasehold Acquisition
On September 8, 2011, Prestige entered into an Agreement with Huge Earn Investments Limited ("Huge Earn") to purchase a leasehold, as described below, in exchange for 25,000,000 shares of the Company's restricted common stock and a $450,000 promissory note with anticipated due date of six months from issuance. The promissory note was due on March 1, 2012. The promissory note does not accrue interest. Despite Prestige's default on the promissory note Huge Earn has not entered into any extension of the promissory note or indicated a willingness to repossess the leases.
On October 1, 2011, the existing leases with the tenants were transferred to Prestige, as specified in the Agreement.
The leasehold is approximately 4,419 square feet and includes 24 offices and 2 conference rooms. The Agreement further provided for all furniture, equipment and fixings to be included in the transfer. At the time of the exchange approximately 15 offices were leased out and Huge Earn held approximately $57,725 in deposits from these leases.
As part of the transaction and as specified in the Agreement, Prestige entered into a new 3 year lease agreement for the space, from October 1, 2011 through September 30, 2014. In addition, as part of the acquisition, Prestige took over the existing leases (15 offices) between Huge Earn and its then existing tenants.
BUSINESS
JV Group's current goal is to be a serviced office provider through its wholly-owned subsidiary, Prestige Prime Office Ltd. in Hong Kong.
The office space provided by Prestige is fully furnished, equipped and staffed, located at addresses in central business districts with convenient access to airport or public transportation. Services to be provided include advanced communication systems, network access, updated IT and administrative support, as well as a full menu of business services and facilities, such as meeting rooms and video conferencing.
Prestige intends to provide services that will support the growing trend of mobile and at home working. Supporting workers at home and on the road with services such as Virtual Office and Virtual PA, providing dedicated business addresses as their business base, as well as mail and call handling services.
Executives across business sectors, geographic locations, and from every size organization, seek to more effectively manage business risk, maximize their financial resources, and increase their flexibility to accommodate growth and the dynamic changes in the market.
Companies of all sizes can use the Company's solutions to reduce costs and remove the burden of property ownership and management, but at the same time have a workplace to suit whenever and wherever they want to work.
Market Opportunity
Cost effective
Businesses are increasingly looking at office space requirements as a strategic component of their business plan.
Through serviced office space, clients are free to run their business without the financial or management burden that comes with traditional office rental. Prestige provides offices that are equipped and ready for use. All the clients need to do is move in. Clients are not required to shop for and purchase office equipment and furniture, make telecommunications arrangements, etc.
Flexibility
Workplace outsourcing enables companies to seize new market opportunities because the office infrastructure is already in place, which is particularly beneficial when businesses are setting up offices in emerging markets.
The flexible rental length, from 1 week up to 1 year, minimizes the risk and complications of exploring a new market or business opportunities.
Gateway
Attributing to Hong Kong's location and monetary system, companies set up in Hong Kong are provided a gateway to develop business in Mainland China. Because of this advantage, it's expected that more and more companies will locate businesses in Hong Kong. Prestige is able to provide flexibility and efficiency to companies which are new to the region.
Company rightsizing
The current economic conditions have led to a chain reaction of company downsizing in order to reduce cost. Most of the companies are left with a minimum number of staff. These companies need an office space that can flexibly fit their company size and budget. While the traditional rental office creates abundant space and heavy capital commitments, compromising companies' liquidity, the serviced office on the other hand provides an optimum office space at a minimized cost, and the flexibility for company downsizing or company expansion.
Full support
In a serviced office, clients don't need to physically own, install, hire or manage any aspect of a traditional office environment. Clients only pay for what
is needed, as it is used. For companies serious about time and cash flow, the serviced office concept provides the ability to focus on strategy and operations.
Prestige provides a range of Workstyle Solutions, providing customers with the offices, services, and products they require according to whether they are predominantly in the office, work from home or are regular travelers.
Competition
There are approximately 50 serviced office providers in Hong Kong offering a varying scale of services. Under the recent economy, some of the providers are expanding to meet the increasing demand, namely SBC, set up in 1995, and Jumpstart, set up in 2002, have 8 and 6 centers, respectively, in Hong Kong.
Prestige's Competitive Advantage
o Exclusive location and rate The business center is located in the central business area and Prestige can offer clients a competitive rate because of the rental agreement with the landlord. The rate is expected to be 10%-15% lower than the market rate.
o Professional support From setting up an office, to holding a meeting or doing any administrative chores, Prestige's staff makes having and running a workplace simple. To meet new business needs, there is constant upgrade of employees' skills as technology and new standards evolve.
o Flexibility Prestige offers a wide choice of contract periods. And the clients can, without binding, upgrade the room or transfer the office to any of our locations, without penalty.
o Cost effective Prestige helps set up an office at the lowest cost possible. Reserving facilities and office support services at short notice and using them with 10-minute increments so as to avoid the additional charges inherent of an hourly system. Clients only pay for what they use.
o Smart technology IP phone and Internet-based offices allow clients to work remotely, reserve facilities and services on the Internet, confirm invoice details online etc. There are regular update and upgrades of the systems to meet the ever changing needs and provide a convenient and user-friendly platform for the customers.
o Ongoing development Prestige works to make continuous investments to improve efficiency and provide clients enhanced services and innovative technology at reasonable rates.
BUSINESS DEVELOPMENT & FUTURE PROSPECTS
Phase-in Approach
The Company has a full plan of development that is put into place through different phases. A phase-in approach allows the Company to stabilize cash flow. Also, the experience from running the first center will provide the Company with the necessary experiences that can be used to improve quality and lower costs as it opens new centers.
The Centers
The first center (12F) is composed of Units 1211-11212, 12/F, Tower 2 at Silvercord, No. 30 Canton Road, Tsimshatsui, which is a premier commercial building in Hong Kong. The center is on one floor and occupies approximately 5,000 square feet. With the experience of operating the first center, Prestige acquired a second center (10F) in the same building from Huge Earn on September 8, 2011. The second center is of approximately 5,000 square feet and consist of Units 1006-1007, 10/F, Silvercord No. 30 Canton Road, Tsimshatsui, Hong Kong.
The table below provides the specifics of each center at the years ended June 30, 2014 and 2013.
* All other tenants have leases with one year terms.
Leases with tenants provide for monthly rental payments. Rent includes the use of the property and services offered. Prestige is able to terminate the lease at its discretion and without giving prior notice if the tenant has failed to pay its rent, all other terminations require Prestige giving 30 day notice to the tenant. If the tenant should give notice of early termination, the tenant is required to still pay all rents due under the remaining term of the lease.
INTELLECTUAL PROPERTY
We do not hold any patents or patent applications.
EMPLOYEES
As of June 30, 2014, we had 8 employees, employed solely by our wholly-owned subsidiary, Prestige. The Company's officers do not have employment agreements at this time. We feel that the relations with our employees are in good standing.
ITEM 1A.
ITEM 1A. RISK FACTORS
You should be aware that there are various risks associated with our business, and us, including the ones discussed below. You should carefully consider these risk factors, as well as the other information contained in this Form 10-K, in evaluating us and our business.
WE HAVE LIMITED WORKING CAPITAL AND LIMITED CASH FUNDS.
At June 30, 2014, we have total current assets of $62,849, of which $14,363 is cash on hand. At June 30, 2014, we have total current liabilities of $1,835,187. We have a working capital deficit of $1,772,338 at June 30, 2014. During the year ended June 30, 2014, we recognized revenues of $612,441 but recognized a net loss of $346,620.
We have limited funds, and such funds may not be adequate to carry out the business plan. Our cash inflows from our operating activities are not enough to cover the costs incurred by our operational activities. The ultimate success of our business may depend upon our ability to raise additional capital. We have investigated the availability, source, or terms that might govern the acquisition of additional capital. If additional capital is needed, there is no assurance that funds will be available from any source or, if available, that they can be obtained on terms acceptable to us. If not available, our operations will be limited to those that can be financed with its modest capital.
RISING EXPENSES AT BOTH THE PROPERTY AND THE COMPANY LEVEL COULD REDUCE OUR CASH FLOWS.
Our serviced offices will be subject to operating risks common to offices in general, any or all of which may reduce revenues and cash flows. If any property is not substantially occupied or if services are being paid in an amount that is insufficient to cover operating expenses, we could be required to expend funds with respect to operating expenses. The serviced offices are subject to increases in utility costs, operating expenses, insurance costs, repairs and maintenance and administrative expenses. We could be required to pay some or all of those costs which would reduce our income and cash available for expansion plans.
TERMINATIONS COULD REDUCE OUR REVENUES
Our success depends upon the occupancy levels, the rental income and the operating expenses of our properties and our company. We may be unable to fill office space at 100% or we may lose clients as their companies expand in size and no longer need a serviced office. These events and others could cause us to recognize less revenue.
FLUCTUATION IN THE VALUE OF THE HONG KONG DOLLAR MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR FINANCIAL STATEMENTS.
Our operations are located in Hong Kong and as such our financial activities are done in Hong Kong Dollars. In accordance with United States Generally Accepted Accounting Procedures (US GAAP) our financial statements are reported in U.S. Dollars. The value of the Hong Kong Dollar against the U.S. dollar may fluctuate and is affected by, among other things, changes in political and economic conditions. An appreciation of the Hong Kong dollar against the U.S. dollar could result in foreign currency translation losses for financial reporting purposes when we translate our Hong Kong denominated liabilities into U.S. Dollars, as the U.S. Dollar would likely be our reporting currency.
JV GROUP IS A HOLDING COMPANY AND THERE ARE LIMITATIONS ON OUR ABILITY TO RECEIVE DISTRIBUTIONS FROM OUR SUBSIDIARIES.
We conduct all of our operations through our wholly-owned subsidiaries and are dependent upon dividends or other intercompany transfers of funds from our subsidiaries to meet our obligations. Moreover, our subsidiaries are currently limited in their ability to pay dividends or make distributions to us. We cannot make any assurances that we will be able to fund the operations of the parent company in such manner.
OUR SUCCESS DEPENDS SUBSTANTIALLY ON THE CONTINUED RETENTION OF CERTAIN KEY PERSONNEL AND OUR ABILITY TO HIRE AND RETAIN QUALIFIED PERSONNEL IN THE FUTURE TO SUPPORT OUR GROWTH.
If one or more of our senior executives or other key personnel are unable or unwilling to continue in their present positions, we may not be able to replace them easily or at all. As a result, our business may be disrupted and our financial condition and results of operations may be materially and adversely affected. While we depend on the abilities and participation of our current management team generally, we have a particular reliance upon Ms. Look, our Chief Executive Officer and Chief Financial Officer. The loss of the services of Ms. Look for any reason could significantly impact our business and results of operations.
OUR OFFICERS AND DIRECTORS MAY HAVE CONFLICTS OF INTEREST WHICH MAY NOT BE RESOLVED FAVORABLY TO US.
Certain conflicts of interest may exist between us and our officers and directors. Our officers and directors have other business interests to which they devote their attention and may be expected to continue to do so although management time should be devoted to our business. As a result, conflicts of interest may arise that can be resolved only through exercise of such judgment as is consistent with fiduciary duties to us.
BECAUSE INSIDERS CONTROL OUR ACTIVITIES, THAT MAY CAUSE US TO ACT IN A MANNER THAT IS MOST BENEFICIAL TO THEM AND NOT TO OUTSIDE SHAREHOLDERS WHICH COULD CAUSE US NOT TO TAKE ACTIONS THAT OUTSIDE INVESTORS MIGHT VIEW FAVORABLY.
Mr. Yeung Cheuk Hung, an affiliate of the Company, owns approximately 61% of our issued and outstanding common stock. As a result, Mr. Yeung effectively controls all matters requiring stockholder approval, including the election of directors, the approval of significant corporate transactions, such as mergers and related party transactions. These insiders also have the ability to delay or perhaps even block, by their ownership of our stock, an unsolicited tender offer. This concentration of ownership could have the effect of delaying, deterring or preventing a change in control of our company that you might view favorably.
LOSS OF CONTROL BY OUR STOCKHOLDERS MAY OCCUR UPON ISSUANCE OF ADDITIONAL SHARES.
We may issue additional shares, in the future, as consideration for cash, assets, or services out of our authorized but unissued common stock that would, upon issuance, represent a majority of our voting power and equity. The result of such an issuance would be those new stockholders and management would control us, and persons unknown could replace our management at this time. Such an occurrence would result in a greatly reduced percentage of ownership of us by our current stockholders.
THE REGULATION OF PENNY STOCKS BY SEC AND FINRA MAY HAVE AN EFFECT ON THE TRADABILITY OF OUR SECURITIES.
Our securities are currently listed on the Over the Counter Bulletin Board and the Pink Sheets. Our shares are subject to a Securities and Exchange Commission rule that imposes special sales practice requirements upon broker-dealers who sell such securities to persons other than established customers or accredited investors. For purposes of the rule, the phrase "accredited investors" means, in
general terms, institutions with assets in excess of $5,000,000, or individuals having a net worth in excess of $1,000,000 or having an annual income that exceeds $200,000 (or that, when combined with a spouse's income, exceeds $300,000). For transactions covered by the rule, the broker-dealer must make a special suitability determination for the purchaser and receive the purchaser's written agreement to the transaction prior to the sale. Consequently, the rule may affect the ability of broker-dealers to sell our securities and also may affect the ability of purchasers in this offering to sell their securities in any market that might develop therefore.
In addition, the Securities and Exchange Commission has adopted a number of rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because our securities constitute "penny stocks" within the meaning of the rules, the rules would apply to us and to our securities. The rules may further affect the ability of owners of Shares to sell our securities in any market that might develop for them.
Shareholders should be aware that, according to the Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) "boiler room" practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.
OUR STOCK IS THINLY TRADED AND AS A RESULT YOU MAY BE UNABLE TO SELL AT OR NEAR ASK PRICES OR AT ALL IF YOU NEED TO LIQUIDATE YOUR SHARES.
The shares of our common stock are thinly-traded on the OTC Bulletin Board, meaning that the number of persons interested in purchasing our shares of common stock at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the purchase of our shares of common stock until such time as we became more seasoned and viable. As a consequence, there are periods of several days or more when trading activity in our shares of common stock is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on Securities price. We cannot give you any assurance that a broader or more active public trading market for our shares of Common Stock will develop or be sustained, or that any trading levels will be sustained. Due to these conditions, we can give investors no assurance that they will be able to sell their shares of common stock at or near ask prices or at all if you need money or otherwise desire to liquidate your shares of common stock of our Company.
RULE 144 SALES IN THE FUTURE MAY HAVE A DEPRESSIVE EFFECT ON OUR STOCK PRICE.
All of the outstanding shares of common stock held by our present officers, directors, and affiliate stockholders are "restricted securities" within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted Shares, these Shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. Rule 144 provides in essence that a person who has held restricted securities for six months may, under certain conditions, sell every three months, in brokerage transactions, a number of Shares that does not exceed the greater of 1.0% of a company's outstanding common stock or the average weekly trading volume during the four calendar weeks prior to the sale. There is no limit on the amount of restricted securities that may be sold by a nonaffiliate after the owner has held the restricted securities for a period of six months. A sale under Rule 144 or under any other exemption from the Act, may have a depressive effect upon the price of the common stock in any market that may develop.
WE DO NOT ANTICIPATE PAYING CASH DIVIDENDS ON OUR COMMON STOCK
We do not anticipate paying any cash dividends on our common stock in the foreseeable future, due to our illiquidity and inability to support our operations without funding from our officers, directors and shareholders. Future cash dividends will be determined by our board of directors based upon our earnings, financial condition, capital requirements and other relevant factors. We cannot provide any assurances or guarantees that any agreement for financing will not provide for restrictions on any future dividend payments, though our existing promissory notes do not have any such provisions.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 2.
ITEM 2. DESCRIPTION OF PROPERTIES
Our United States mailing address is 7609 Ralston Road, Arvada, Colorado 80002. We do not hold this property nor do we have operations at this address. The Company does not hold any real property.
Our wholly-owned subsidiary, Prestige, operates from Silvercord, No.30 Canton Road, Tsimshatsui, which is a premier commercial building in Hong Kong. Prestige offices are situated in the centers discussed and described in Item 1, Business - Business Development and Future Prospects. The centers are located on two floors and occupy approximately 10,000 square feet. We pay an annual rental rate of $367,324.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
To the best of our knowledge and belief, there is no pending legal action against the Company.
ITEM 4.
ITEM 4. MINE SAFETY DISCLOSURE.
Not Applicable.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The following table sets forth the range of high and low sales prices for the Company's common stock for each of the fiscal quarters for the past two years as reported on the OTC Bulletin Board. These prices represent inter-dealer prices without adjustments for mark-up, mark-down, or commission and do not necessarily reflect actual transactions.
Our common stock's trading symbol is "ASZP."
High Low Year Ended June 30, 2014: September 30, 2013 $0.03 $0.01 December 31, 2013 0.02 0.01 March 31, 2014 0.03 0.01 June 30, 2014 0.02 0.02
Year Ended June 30, 2013: September 30, 2011 $0.06 $0.0032 December 31, 2011 0.02 0.01 March 31, 2012 0.06 0.0032 June 30, 2012 0.02 0.01
Holders. As of June 30, 2014, there were approximately 130 holders of record of the common stock. We believe that we have approximately 2,000 beneficial owners of our common stock. In many instances, a registered stockholder is a broker or other entity holding shares in street name for one or more customers who beneficially own the shares.
Our transfer agent is Mountain Share Transfer, Inc., P.O. Box 191767, Atlanta, GA 31119. Mountain Share Transfer's telephone number is 303-460-1149.
Dividends. We have not paid or declared cash distributions or dividends on our common stock and do not intend to pay cash dividends in the foreseeable future due to our illiquidity and inability to support operations to support our operations without funding from our officers, directors and shareholders. Future cash dividends will be determined by our board of directors based upon our earnings, financial condition, capital requirements and other relevant factors. We cannot provide any assurances or guarantees that any agreement for financing will not provide for restrictions on any future dividend payments, though our existing promissory notes do not have any such provisions.
Recent Sales of Unregistered Securities
We made the following unregistered sales of our securities from July 1, 2010 through June 30, 2014.
Exemption From Registration Claimed
All of the sales by us of our unregistered securities were made in reliance upon Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act"). The entity and individual listed above that purchased the unregistered securities were existing shareholders, known to us and our management, through pre-existing business relationships, as long standing business associates. The entity was provided access to all material information, which it requested, and all information necessary to verify such information and was afforded access to our management in connection with the purchases. The purchaser of the unregistered securities acquired such securities for investment and not with a view toward distribution, acknowledging such intent to us. All certificates or agreements representing such securities that were issued contained restrictive legends, prohibiting further transfer of the certificates or agreements representing such securities, without such securities either being first registered or otherwise exempt from registration in any further resale or disposition.
ITEM 6.
ITEM 6. SELECTED FINANCIAL AND OPERATING DATA
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our unaudited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on our behalf. We disclaim any obligation to update forward-looking statements.
The independent registered public accounting firm's report on the Company's consolidated financial statements as of June 30, 2014, and for each of the years in the two-year period then ended, includes a "going concern" explanatory paragraph, that describes substantial doubt about the Company's ability to continue as a going concern.
PLAN OF OPERATIONS
JV Group's strategy is to be a service office provider in the Far East through its wholly-owned subsidiary, Prestige Prime Office Ltd. in Hong Kong.
The office space provided is fully furnished, equipped and staffed, located at premier addresses in central business districts with convenient access to airports or public transportation. Services include advanced communication system, network access, updated IT, and world-class administrative support, as well as a full menu of business services and facilities, such as meeting rooms and video conferencing.
Prestige intends to provide services that will support the growing trend of mobile and at home working. Supporting workers at home and on the road with services such as Virtual Office and Virtual PA, providing dedicated business addresses as their business base, as well as mail and call handling services.
The Company will need substantial additional capital to support its budget. The Company has no committed source for any funds as of date hereof. In the event funds cannot be raised when needed, the Company may not be able to carry out its business plan, may never achieve sales or royalty income, and could fail in business as a result of these uncertainties.
At June 30, 2014, we have total current assets of $62,849, of which $14,363 is cash on hand. At June 30, 2014, we have total current liabilities of $1,835,187. We have a working capital deficit of $1,772,338 at June 30, 2014. The Company will need substantial additional capital to support its continuing operations. The Company has had minimal revenues. The Company has no committed source for any funds as of the date hereof. In the event funds cannot be raised when needed, the Company may not be able to continue to carry out its business plan, may never be able to grow its revenues and operations, and could fail in business as a result of these uncertainties.
The Company may borrow money to finance its future operations, although it does not currently contemplate doing so. Any such borrowing will increase the risk of loss to the investor in the event the Company is unsuccessful in repaying such loans.
The independent registered public accounting firm's report on the Company's financial statements as of June 30, 2014, and for each of the years in the two-year period then ended, includes a "going concern" explanatory paragraph, that describes substantial doubt about the Company's ability to continue as a going concern.
RESULTS OF OPERATIONS
For the Year Ended June 30, 2014 Compared to the Year Ended June 30, 2013
During the years ended June 30, 2014 and 2013, we recognized revenues of $612,441 and $669,742 from our service office operations. The decrease of $57,301 is a result of the fluctuation in clients. During the year ended June 30, 2014 and 2013, we incurred cost of revenues of $82,618 and $80,587, respectively. During the years ended June 30, 2014 and 2013, we recognized resulting gross profits of $529,823 and $589,155, respectively. The resulting decrease in gross profits is a result of the decrease in revenues and an increase in cost of revenues.
During the year ended June 30, 2014, we incurred operational expenses of $877,277. During the year ended June 30, 2013, we incurred $1,068,490 in
operational expenses. The decrease of $191,293 was a result of a decrease of $68,320 in depreciation and amortization expense, a decrease of $22,726 in general and administrative expenses and a $100,167 decrease in rents and rates over the prior period.
During the year ended June 30, 2014, we incurred a net loss of $346,620. During the year ended June 30, 2013, we incurred a net loss of $479,335. The decrease of $132,715 was a result of the decrease of $57,301 in revenues combined with a $191,293 decrease in operational expenses, as discussed above.
LIQUIDITY
At June 30, 2014, we had total current assets of $62,849 consisting of $14,363 in cash and cash equivalents and $48,486 in prepaid expenses and other assets. At June 30, 2014, we had total liabilities of $1,835,187, all current. Total liabilities included $125,102 in accounts payable, $25,039 in accrued liabilities, $146,047 in client prepayments, $452,790 in note payables and $1,086,209 in advances from related parties.
During the year ended June 30, 2014, we used funds of $80,642 in our operational activities. During the year ended June 30, 2014, we recognized a net loss of $346,620, which was adjusted for depreciation of $138,170, amortization expense of $34,203 and loss on fixed assets written off $871. During the year ended June 30, 2014, we used funds of $80,642 in our operational activities. During the year ended June 30, 2013, we incurred a net loss of $479,335 which was adjusted for depreciation of $152,404 and amortization expense of $88,596.
During the year ended June 30, 2014, we used $11,562 to acquire computer and office equipment. During the year ended June 30, 2013, we used $6,352 to acquire computer equipment.
During the year ended June 30, 2014, we received $101,831 from our financing activities. During the year ended June 30, 2013, we received $195,722 from our financing activities.
During the years ended June 30, 2014 and 2013, Mr. Yeung Cheuk Hung, the manager of Prestige and the majority shareholder of the Company, has advanced funds of $91,154 and $181,105, respectively, to support the operations of Prestige. During the year ended June 30, 2014, the Company paid Mr. Hung, $27,154 on the funds owed. The Company owes him $917,555 and $853,876 as of June 30, 2014 and June 30, 2013, respectively. Such funds are unsecured, bear no interest, and are due on demand.
During the years ended June 30, 2014 and 2013, Ms. Look, an officer and director of the Company and the manager of Mega, advanced funds of $37,831 and $50,916, respectively to the Company and Mega to support operations. Ms. Look is owed $168,654 and $124,853 as of June 30, 2014 and June 30, 2013, respectively. Such funds are unsecured, bear no interest, and are due on demand.
Off-Balance Sheet Arrangements
We have no material off-balance sheet arrangements nor do we have any unconsolidated subsidiaries.
Short Term
On a short-term basis, we generate limited revenues, which are not sufficient to cover operations. Based on our limited operating history in the service office industry, we will continue to have insufficient revenue to satisfy current and recurring liabilities for the near future. For short term needs we will be dependent on receipt, if any, of offering proceeds.
Capital Resources
We have only common stock as our capital resource.
We have no material commitments for capital expenditures within the next year, substantial capital will be needed to pay for working capital.
Need for Additional Financing
We do not have capital sufficient to meet our cash needs. We will have to seek loans or equity placements to cover such cash needs.
No commitments to provide additional funds have been made by our management or other stockholders. Accordingly, there can be no assurance that any additional funds will be available to us to allow it to cover our expenses as they may be incurred.
EFFECTS OF INFLATION
Although we cannot accurately anticipate the effect of inflation on our operations, we do not believe that inflation has had, or is likely in the future to have, a material effect on our results or financial condition.
CRITICAL ACCOUNTING POLICIES
Foreign Currency Translation
The financial statements of JV Group's wholly-owned subsidiaries, Prestige and Mega are measured using the local currency (the Hong Kong Dollar (HK$)) as the functional currency. Assets and liabilities of Prestige and Mega are translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average rates of exchange in effect during the period. The resulting cumulative translation adjustments have been recorded as a component of comprehensive income (loss), included as a separate item in stockholders' equity.
The Company is exposed to movements in foreign currency exchange rates. In addition, the Company is subject to risks including adverse developments in the foreign political and economic environment, trade barriers, managing foreign operations and potentially adverse tax consequences. There can be no assurance that any of these factors will not have a material negative impact on the Company's financial condition or results of operations in the future.
Revenue Recognition
The Company recognizes revenue when it is earned and expenses are recognized when they occur.
Stock-Based Compensation
Beginning January 1, 2006, the Company adopted the provisions of and accounts for stock-based compensation using an estimate of value in accordance with the fair value method. Under the fair value recognition provisions of this statement, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which generally is the vesting period. The Company elected the modified-prospective method, under which prior periods
are not revised for comparative purposes. The valuation method applies to new grants and to grants that were outstanding as of the effective date and are subsequently modified.
ITEM 7A.
ITEM 7A. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our financial statements and supplementary data are included herein commencing on page 27.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We maintain a system of disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) that is designed to provide reasonable assurance that information that is required to be disclosed is accumulated and communicated to management timely.
As required by SEC Rule 15d-15(b), our Chief Executive Officer and our Chief Financial Officer carried out an evaluation under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 15d-14 as of the end of the period covered by this report.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are not effective in timely alerting them to material information required to be disclosed in the our periodic filings with the SEC. The determination the disclosure controls and procedures are not effective, was based upon the factors disclosed below that have lead management to determine that its internal control over financial reporting are not effective.
Management's Annual Report On Internal Control Over Financial Reporting
Our management, including the Chief Executive Officer and Chief Financial Officer is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f), is a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
o Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
o Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
o Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use of disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2014. Based on this assessment, management believes that as of June 30, 2014, our internal control over financial reporting is not effective based on those criteria.
Specifically, management's evaluation identified the following material weaknesses, which existed as of June 30, 2014:
(1) Financial Reporting Systems: We did not maintain a fully integrated financial consolidation and reporting system throughout the period and as a result, extensive manual analysis, reconciliation and adjustments were required in order to produce financial statements for external reporting purposes.
(2) Segregation of Duties: We do not currently have a sufficient complement of technical accounting and external reporting personal commensurate to support standalone external financial reporting under public company or SEC requirements. Specifically, the Company did not effectively segregate certain accounting duties due to the small size of its accounting staff, and maintain a sufficient number of adequately trained personnel necessary to anticipate and identify risks critical to financial reporting and the closing process. In addition, there were inadequate reviews and approvals by the Company's personnel of certain reconciliations and other processes in day-to-day operations due to the lack of a full complement of accounting staff.
We believe that our weaknesses in internal control over financial reporting and our disclosure controls relate in part to the fact that we are a small reporting business with limited personnel. Management and the Board of Directors believe that the Company would need to allocate additional human and financial resources to address these matters. Which at this time the Company does not have the financial capability to remediate. Management can give no assurances that it will ever be able to remediate such material weaknesses.
This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC to provide only management's report in this annual report.
Changes in Internal Control Over Financial Reporting
During our most recent fiscal quarter, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f)
under the Securities Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
None.
PART III
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
DIRECTORS AND EXECUTIVE OFFICERS
As of June 30, 2014, our directors and officers were:
NAME AGE POSITION
Yuen Ling Look 47 President, Chief Executive Officer, Chief Financial Officer and Director Siu Fong Kelly Yeung 45 Director Siu Lun Tong 52 Director
YUEN LING LOOK
Ms. Look was appointed the Chief Executive Officer, President, Chief Financial Officer and director of the Company on November 9, 2009. Ms. Look is also a manager of both Mega and Prestige.
Ms. Look has been employed by La Jacques Fashion Limited for over ten years. Currently, she is the Chief Administrator, responsible for the accounting and administrative work. La Jacques Fashion Limited is a garment trading company.
She was educated in Hong Kong and earned a diploma in Business Administration in 1991 from Hong Kong Shue Yan University (formerly called Shue Yan College). She also completed the Certificate Stage of Association of Chartered Certified Accountants in 1999.
Ms. Look was appointed to the Board of Directors not only for her business management experience, but also due to her accounting background.
SIU FONG KELLY YEUNG
Ms. Yeung was appointed a director of the Company on November 9, 2009.
Ms. Yeung graduated from the Primary school in Hong Kong. She then went to United Kingdom for further studies. In 1988, she finished at Level O. After graduation, she immediately joined and participated in the operations of restaurants. She has almost twenty years experience in the beverage industry. She has been running her own restaurant for over ten years.
Ms. Yeung brings to the Board of Directors both her business experience, but also her experience and skills in business management.
SIU LUN TONG
Mr. Tong was appointed a director of the Company on November 9, 2009.
Mr. Tong has been employed by Asian Alliance Garment Limited for more than 15 years. Currently, he is the production manager of Asian Alliance Garment Limited. At Asian Alliance Garment Limited, he specializes in management and control of factories and quality. Sportswear and jeans are the main lines of the company's business.
Mr. Tong brings to the Board of Directors both her business experience, but also her experience and skills in business management.
COMMITTEES OF THE BOARD OF DIRECTORS
In the ordinary course of business, the board of directors maintains a compensation committee and an audit committee. At this time, the Company's board of directors as a whole serves as its compensation committee and audit committee. The Company's board of directors has determined that none of the directors sitting on the audit committee qualify as a financial expert.
The primary function of the compensation committee is to review and make recommendations to the board of directors with respect to the compensation, including bonuses, of our officers.
The functions of the audit committee are to review the scope of the audit procedures employed by our independent auditors, to review with the independent auditors our accounting practices and policies and recommend to whom reports should be submitted, to review with the independent auditors their final audit reports, to review with our internal and independent auditors our overall accounting and financial controls, to be available to the independent auditors during the year for consultation, to approve the audit fee charged by the independent auditors, to report to the board of directors with respect to such matters, and to recommend the selection of the independent auditors.
In the absence of a separate audit committee our Board of Directors functions as the audit committee and performs some of the same functions of an audit committee, such as recommending a firm of independent certified public accountants to audit the annual financial statements; reviewing the independent auditors independence, the financial statements and their audit report; and reviewing management's administration of the system of internal accounting controls.
CONFLICTS OF INTEREST - GENERAL.
Our directors and officers are, or may become, in their individual capacities, officers, directors, controlling shareholder and/or partners of other entities engaged in a variety of businesses. Thus, there exist potential conflicts of interest including, among other things, time, efforts, and corporate opportunity involved in participation with such other business entities. While each officer and director of our business is engaged in business activities outside of our business, they devote to our business such time as they believe to be necessary.
CONFLICTS OF INTEREST - CORPORATE OPPORTUNITIES
Presently no requirement contained in our Articles of Incorporation, Bylaws, or minutes which requires officers and directors of our business to disclose to us business opportunities which come to their attention. Our officers and directors do, however, have a fiduciary duty of loyalty to us to disclose to us any business opportunities which come to their attention, in their capacity as an officer and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and director of another company. We have no intention of merging with or acquiring an affiliate, associate person or business opportunity from any affiliate or any client of any such person.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act requires our Officers and Directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC. Officers, directors, and greater than 10% shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of copies of such reports received, and representations from certain reporting persons, we believe that, during the fiscal year ended June 30, 2014, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners had not been filed in compliance with all applicable requirements. Further the Company is aware that greater than 10% beneficial owners Top Growth Holdings Group, Inc., Mr. Yeung Cheuk Hung and Mr. Po Shu Michael Choy had also not complied with the Section 16(a) filing requirements.
CODE OF ETHICS
Due to the limited scope of our current operations, we have not adopted a corporate code of ethics that applies to our principal executive officer, principal accounting officer, or persons performing similar function.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth certain information concerning compensation paid by the Company to its sole officer for the fiscal years ended June 30, 2014, 2013 and 2012 (the "Named Executive Officers"):
Ms. Look does not have a compensation agreement with the Company at this time.
EMPLOYMENT AND CONSULTING AGREEMENTS
There were no employment contracts or consulting agreements with our directors or officers during the fiscal year ended June 30, 2014.
DIRECTOR COMPENSATION
The following table sets forth certain information concerning compensation paid to the Company's directors during the year ended June 30, 2014:
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
The following tables set forth certain information regarding beneficial ownership of our common stock, as of June 30, 2014, by:
o each person who is known by JV Group to own beneficially more than 5% of the Company's outstanding common stock, o each of the Company's named executive officers and directors, and o all executive officers and directors as a group.
Shares of common stock not outstanding but deemed beneficially owned by virtue of the right of an individual to acquire the shares of common stock within 60 days are treated as outstanding only when determining the amount and percentage of common stock owned by such individual. Except as noted below the table, each person has sole voting and investment power with respect to the shares of common stock shown.
NUMBER OF PERCENT OF NAME AND ADDRESS OF BENEFICIAL OWNER (1) SHARES OUTSTANDING(4) ---------------------------------------- ------ --------------
Yuen Ling Look (2) President and Director 13,108,000 13.25%
Top Growth Holdings Group, Inc. (2) 13,108,000 13.25%
Siu Fong Kelly Yeung 0 0%
Siu Lun Tong 0 0%
Yeung Cheuk Hung (3) 60,000,000 60.67%
Po Shu Michael Choy 25,000,000 25.28
All executive officers and directors as a group, 3 people. 13,108,000 13.25%
(1) The above officers and directors' address is c/o JV Group, Inc. 7609 Ralston Road, Arvada, Colorado 80002. (2) Ms. Look is the beneficial owner of Top Growth Holdings Group, Inc., which holds 13,108,000 shares of the Company's common stock. (3) Mr. Hung is a manager of Prestige, the Company's wholly-owned subsidiary. (4) Based on 98,879,655 shares of the Company's common stock issued and outstanding at June 30, 2014.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
During the years ended June 30, 2014 and 2013, Mr. Yeung Cheuk Hung, the manager of Prestige and the majority shareholder of the Company, has advanced funds of $91,154 and $181,105, respectively, to support the operations of Prestige. During the year ended June 30, 2014 and 2013, the Company paid Mr. Hung, $27,154 and $36,298 on the funds owed. The Company owes him $917,555 and $853,876 as of June 30, 2014 and 2013, respectively. Such funds are unsecured, bear no interest, and are due on demand.
During the years ended June 30, 2014 and 2013, Ms. Look, an officer and director of the Company and the manager of Mega, advanced funds of $37,831 and $50,916, respectively to Mega and the Company to support operations. Ms. Look is owed $168,654 and $124,853 as of June 30, 2014 and 2013, respectively. Such funds are unsecured, bear no interest, and are due on demand.
On September 8, 2011, Prestige entered into an Agreement with Huge Earn Investments Limited ("Huge Earn") to purchase certain leaseholds in exchange for 25,000,000 of shares of the Company's restricted common stock and a $450,000 promissory note with anticipated due date of six months from issuance. At the direction of Huge Earn, the promissory note and the shares were issued to Po Shu Michael Choy, making him an affiliate of the Company. The promissory note was due on March 1, 2012. At the time of this filing, the promissory note is still outstanding. The promissory note does not accrue interest.
Director Independence
Our board of directors undertook its annual review of the independence of the directors and considered whether any director had a material relationship with us or our management that could compromise his ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, the board of directors affirmatively determined that Ms. Yeung and Mr. Tong are each "independent" as such term is used under the rules and regulations of the Securities and Exchange Commission. Ms. Ling, as Chief Executive Officer and Chief Financial Officer of the Company, is not considered to be "independent."
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
GENERAL. De Joya Griffith, LLC ("De Joya") is the Company's independent registered public accounting firm. The Company's Board of Directors has considered whether the provisions of audit services are compatible with maintaining De Joya's independence. The engagement of our independent registered public accounting firm was approved by our board of directors functioning as our audit committee prior to the start of the audit of our consolidated financial statements for the year ended June 30, 2014.
The following table represents aggregate fees billed to the Company for the years ended June 30, 2014 and 2013.
All audit work was performed by the auditors' full time employees.
It is the role of the Audit Committee, or in the absence of an audit committee, the Board of Directors, to consider whether, and determine that, the auditor's provision of non-audit services would be compatible with maintaining the auditor's independence.
ITEM 15.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS
The following documents are filed as a part of this Report.
(i) Exhibits.
The following is a complete list of exhibits filed as part of this Form 10-K. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.
EXHIBIT NUMBER DESCRIPTION AND METHOD OF FILING
21.1 Subsidiaries of the Registrant 31.1 Certification of Chief Executive and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act 32.1 Certification of Principal Executive and Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
101.INS XBRL Instance Document (1) 101.SCH XBRL Taxonomy Extension Schema Document (1) 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document (1) 101.DEF XBRL Taxonomy Extension Definition Linkbase Document (1) 101.LAB XBRL Taxonomy Extension Label Linkbase Document (1) 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document (1)
(1) Pursuant to Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
Office Locations ---------------- Las Vegas, NV New York, NY Pune, India Beijing, China
De Joya Griffith, LLC Certified public Accountants and Consultants
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders JV Group, Inc. and subsidiaries
We have audited the accompanying consolidated balance sheets of JV Group, Inc. and subsidiaries, (the "Company") as of June 30, 2014 and 2013 and the related consolidated statements of operations, stockholders' deficit, and cash flows for the years then ended. JV Group, Inc.'s management is responsible for these financial statements. Our responsibility is to express an opinion on these 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over the financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of JV Group, Inc. and subsidiaries as of June 30, 2014 and 2013 and the result of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has suffered losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ De Joya Griffith, LLC placeCityHenderson, StateNevada October 6, 2014
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2580 Anthem Village Dr. o Henderson, NV o 89052 Telephone (702) 563-1600 o Facsimile (702) 920-8049 www.dejoyagriffith.com
JV GROUP, INC. AND SUBSIDIARIES Notes to the Consolidated Financial Statements (Amounts in USD) (Audited)
NOTE 1 - BUSINESS AND BASIS OF PRESENTATION
Company History
ASPI, Inc. ("APSI") was formed in Delaware in September 29, 2008. On April 25, 2012, ASPI filed an amendment to its Certificate of Incorporation to change its name from ASPI, Inc. to JV Group, Inc. ("JV Group.") In addition, at that time, JV Group increased the number of authorized common shares from One Hundred Million (100,000,000) shares to One Billion (1,000,000,000) shares.
Business
JV Group operates primarily as an office service provider through its wholly-owned subsidiary, Prestige Prime Office, Limited ("Prestige"). Prestige provides office space that is fully furnished, equipped and staffed, located at premier addresses in central business districts with convenient access to airport or public transportation. Services include advanced communication systems, network access, updated IT, and world-class administrative support, as well as a full menu of business services and facilities, such as meeting rooms and video conferencing.
Basis of Presentation
The accompanying consolidated financial statements include the accounts of JV Group, Inc., a Delaware corporation, its wholly-owned subsidiaries, Mega Action Limited ("Mega"), a British Virgin Island Corporation, and Prestige, a Hong Kong Special Administrative Region Corporation (JV Group and its subsidiaries are collectively referred to as the "Company"). All significant intercompany accounts and transactions have been eliminated in consolidation.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Judgments and estimates of uncertainties are required in applying the Company's accounting policies in certain areas. The following are some of the areas requiring significant judgments and estimates: a) Going concern; and b) Depreciable life for property, plant and equipment and intangible assets. The relevant amounts could be adjusted in the near term if experience differs from current estimates.
Cash and Cash Equivalents
The Company considers all liquid investments purchased with an initial maturity of three months or less to be cash equivalents. Cash and cash equivalents include demand deposits and money market funds carried at cost which approximates fair value. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation ("FDIC").
JV GROUP, INC. AND SUBSIDIARIES Notes to the Consolidated Financial Statements (Amounts in USD) (Audited)
Foreign Currency Translation
The financial statements of JV Group's wholly-owned subsidiaries, Prestige and Mega are measured using the local currency (the Hong Kong Dollar (HK$) is the functional currency). Assets and liabilities of Prestige and Mega are translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average rates of exchange in effect during the period. The resulting cumulative translation adjustments have been recorded as a component of comprehensive income (loss), included as a separate item in the statement of operations.
The Company is exposed to movements in foreign currency exchange rates. In addition, the Company is subject to risks including adverse developments in the foreign political and economic environment, trade barriers, managing foreign operations, and potentially adverse tax consequences. There can be no assurance that any of these factors will not have a material negative impact on the Company's financial condition or results of operations in the future.
Fair Value of Financial Instruments
Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk.
In addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:
Level 1 - inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.
Level 2 - inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - inputs are generally unobservable and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.
The carrying value of the Company's financial assets and liabilities which consist of cash, prepaid expenses and other current assets, accounts payable, accrued liabilities, prepayments and advances from related parties in management's opinion approximate their fair value due to the short maturity of such instruments. These financial assets and liabilities are valued using Level 3 inputs, except for cash which is at Level 1. Unless otherwise noted, it is management's opinion that the Company is not exposed to significant interest, exchange, or credit risks arising from these financial instruments.
JV GROUP, INC. AND SUBSIDIARIES Notes to the Consolidated Financial Statements (Amounts in USD) (Audited)
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed principally on the straight-line method over the estimated useful life of each type of asset which ranges from three to five years. Major improvements are capitalized, while expenditures for repairs and maintenance are expensed when incurred. Upon retirement or disposition, the related costs and accumulated depreciation are removed from the accounts, and any resulting gains or losses are credited or charged to income.
Intangible Asset
On September 8, 2011, the Company entered into an Agreement to purchase certain leaseholds and as a result recognized certain intangibles, such as customer lists. These intangible assets are being amortized over a weighted average period of 1.7 years at a rate of HK$1,953,870 per year. At June 30, 2014 and 2013, accumulated amortization was translated to equal US$311,905 and US$277,486 respectively and amortization expense for the years ended June 30, 2014 and 2013 was US$34,203 and US$88,596 respectively.
Revenue Recognition
The Company recognizes revenue when it is earned and expenses are recognized when they occur in accordance with FASB ASC 605 "Revenue Recognition" ("ASC 605"). The Company recognizes revenue from its office service operations. Clients pay a monthly fee and such fees are recognized at that time.
Advertising
The Company put advertisements on local newspaper and the internet in order to attract potential customers. It is recognized as expense when it occurs. The Company paid $13,774 and $15,283 as advertising cost for the years ended June 30, 2014 and 2013, respectively.
Net Loss per Common Share
Basic net loss per common share is calculated by dividing total net loss applicable to common shares by the weighted average number of common and common equivalent shares outstanding during the period. For the years ended June 30, 2014 and 2013, there were no potential common equivalent shares used in the calculation of weighted average common shares outstanding as the effect would be anti-dilutive.
Impairment of Long Lived Assets
Long-lived assets are reviewed for impairment in accordance with the applicable FASB standard, "Accounting for the Impairment or Disposal of Long- Lived Assets." Under the standard, long-lived assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized for the amount, if any, when the carrying value of the asset exceeds the fair value.
JV GROUP, INC. AND SUBSIDIARIES Notes to the Consolidated Financial Statements (Amounts in USD) (Audited)
Stock-Based Compensation
Beginning January 1, 2006, the Company adopted the provisions of and accounts for stock-based compensation using an estimate of value in accordance with the fair value method. Under the fair value recognition provisions of this statement, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which generally is the vesting period. The Company elected the modified-prospective method, under which prior periods are not revised for comparative purposes. The valuation method applies to new grants and to grants that were outstanding as of the effective date and are subsequently modified.
Other Comprehensive Income (Loss)
The Company recognizes unrealized gains and loss on the Company's foreign currency translation adjustments as components of other comprehensive income (loss).
Income Taxes
Provisions for income taxes represents actual or estimated amounts payable on tax return filings each year. Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the accompanying balance sheets, and for operating loss and tax credit carry forwards. The change in deferred tax assets and liabilities for the period measures the deferred tax provision or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to the tax provision or benefit in the period of enactment.
FASB ASC 740, "Income Taxes" ("ASC 740") addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position would be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred tax assets and liabilities, and accounting for interest and penalties associated with tax positions. As of June 30, 2014 and 2013, the Company does not have a liability for any uncertain tax positions.
The income tax laws of various jurisdictions in which the Company operates are summarized as follows:
United States
JV Group is subject to United States tax at 35%. No provision for income tax in the United States has been made as the Company had no U.S. taxable income for the years ended June 30, 2014 and 2013.
BVI
Mega is incorporated in BVI and is governed by the income tax laws of BVI. According to current BVI income tax law, the applicable income tax rate for the Company is 0%.
JV GROUP, INC. AND SUBSIDIARIES Notes to the Consolidated Financial Statements (Amounts in USD) (Audited)
Hong Kong
Prestige is incorporated in Hong Kong. Pursuant to the income tax laws of Hong Kong, the Company is subject to the tax rate 16.5%.
Recent Accounting Pronouncements
There were various other accounting standards and interpretations issued in 2014 and 2013, none of which are expected to have a material impact on the Company's financial position, operations, or cash flows.
NOTE 3 - GOING CONCERN
The Company's financial statements for the years ended June 30, 2014 and 2013 have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company reported a net loss of $346,620 for the year ended June 30, 2014 and an accumulated deficit of $2,567,965 at June 30, 2014. At June 30, 2014, the Company had total current assets of $62,849 and total current liabilities of $1,835,187 for a working capital deficit of $1,772,338.
The Company's ability to continue as a going concern may be dependent on the success of management's plan discussed below. The financial statements do not include any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
To the extent the Company's operations are not sufficient to fund the Company's capital requirements, the Company may attempt to enter into a revolving loan agreement with financial institutions or attempt to raise capital through the sale of additional capital stock or through the issuance of debt. At the present time, the Company does not have a revolving loan agreement with any financial institution nor can the Company provide any assurance that it will be able to enter into any such agreement in the future or be able to raise funds through the further issuance of debt or equity in the Company.
During the 2014 fiscal year, the Company intends to continue its efforts in growing its office service operations.
JV GROUP, INC. AND SUBSIDIARIES Notes to the Consolidated Financial Statements (Amounts in USD) (Audited)
NOTE 4 - PROPERTY AND EQUIPMENT
At June 30, 2014 and June 30, 2013, Property and Equipment consisted of:
June 30, June 30, 2014 2013 -------------------- ---------------------
Furniture and Fixtures $ 598,782 $ 593,536 Office Equipment 138,410 138,284 Computer Equipment 24,701 25,391 -------------------- --------------------- 761,894 757,211 Accumulated Depreciation (571-371) (439,455) -------------------- --------------------- Total $ 190,523 $ 317,756 ==================== =====================
Property and equipment held by Prestige have an original cost basis valued in Hong Kong Dollars. During the year ended June 30, 2014, computer equipment and office equipment increased by $11,562 due to the purchases of equipment. During the same period, Prestige disposed of computer and office equipment at a loss of $871. Other changes in value are a result of foreign currency exchange differences. During the years ended June 30, 2014 and 2013, depreciation expense was $138,170 and $152,097 respectively.
NOTE 5 - ADVANCES, RELATED PARTIES
On September 8, 2011, the Company entered into an Agreement to purchase certain leaseholds from an unrelated third party in exchange for 25,000,000 shares of the Company's restricted common stock and a $450,000 promissory note. The $450,000 promissory note has a term of nine months and therefore became due on March 1, 2012. The promissory note does not accrue interest. At June 30, 2014, the promissory note is still outstanding and includes an additional $2,790 to account for exchange rate differences. The note is now considered in default status however the creditor has made no demands for repayment.
During the years ended June 30, 2014 and June 30, 2013, Mr. Hung, the manager of Prestige and the majority shareholder of the Company, advanced funds of $90,171 and $181,105 respectively, to support the operations of Prestige. During the years ended June 30, 2014 and 2013, the company paid Mr. Hung $27,154 and $36,298 respectively, of the funds owed. The Company owes him $917,556 and $853,876 as of June 30, 2014 and June 30, 2013, respectively. Such funds are unsecured, bear no interest, and are due on demand.
During the year ended June 30, 2014 and, 2013, Ms. Look, an officer and director of the Company and manager of Mega, advanced additional funds of $38,814 and $50,916 respectively to both the Company and its subsidiary Mega. She is owed $168,653 and $130,724 as of June 30, 2014 and June 30, 2013, respectively. Such funds are unsecured, bear no interest, and are due on demand.
JV GROUP, INC. AND SUBSIDIARIES Notes to the Consolidated Financial Statements (Amounts in USD) (Audited)
NOTE 6 - PREPAYMENTS, CLIENTS
Clients pay a deposit on the Company's provided services upon entering into a lease agreement with the Company. These deposits are recognized by the Company as a corresponding liability. At June 30, 2014 and June 30, 2013, the Company had $146,047 and $106,617, respectively in prepayment liabilities.
NOTE 7 - COMMITMENTS AND CONTINGENCIES
Prestige operates from Silvercord, No.30 Canton Road, Tsimshatsui, which is a premier commercial building in Hong Kong. The center is located on two floors and occupies approximately 10,000 square feet. We paid $348,899 and $449,065 for the lease of our center for the years ended June 30, 2014 and 2013, respectively. The Company's minimum annual rent rate for the following two years are:
Fiscal Year Ended June 30, Annual Rent -------- ----------- 2015 $158,286 2016 $247,083
NOTE 8 - STOCKHOLDERS' DEFICIT
The authorized capital stock of the Company is 1,000,000,000 shares of common stock with a $0.01 par value and 25,000,000 shares of preferred stock with a par value of $0.01 per share. At June 30, 2014 and 2013, the Company had 98,879,655 shares of its common stock issued and outstanding and no shares of preferred stock issued and outstanding.
During the years ended June 30, 2014 and June 30, 2013, the Company did not issue any shares of its common stock.
During the year ended June 30, 2012, the Company issued 25,000,000 shares of its common stock valued at $250,000 in connection with the acquisition of certain leases.
NOTE 9 - TAXES
The Company is subject to foreign and domestic income taxes. The Company has had no income, and therefore has paid no income tax.
As of June 30, 2014 and 2013, the Company had a net operating loss (NOL) carryforward of approximately $2,344,656 and $1,998,036. The NOL carryforward begins to expire in various years through 2032. Because management is unable to determine that it is more likely than not that the Company will realize the tax benefit related to the NOL carryforward, by having taxable income, a valuation allowance has been established at June 30, 2014 and 2013 to reduce the tax benefit asset value to zero.
Components of net deferred tax assets, including a valuation allowance, are as follows at June 30:
JV GROUP, INC. AND SUBSIDIARIES Notes to the Consolidated Financial Statements (Amounts in USD) (Audited)
June 30, 2014 2013 ------------------- ---------------- Deferred tax assets: Foreign deferred tax assets: 187,042 144,105 Federal deferred tax assets: 148,146 126,539 Valuation allowance (335,188) (270,644) ------------------- ---------------- Total deferred tax assets: $ - $ -
The valuation allowance for deferred tax assets as of June 30, 2014 and 2013 was $335,188 and $270,644, respectively. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of June 30, 2014 and 2013, and recorded a full valuation allowance.
Reconciliation between the statutory rate and the effective tax rate is as follows at June 30, 2014 and 2013:
Federal statutory tax rate 35.0% Foreign and U.S. tax rate differential (18.5)% Permanent difference and other (16.5)% -------------------------- Effective tax rate 0.0%
NOTE 10 - SUBSEQUENT EVENTS
The Company has evaluated it activities subsequent to the year ended June 30, 2014 through September 24, 2014 and has determined that it is in the Company's best interests to terminate its lease for floor 10F. With mutual agreement, the landlord has agreed to not renew the lease for floor 10F. The lease for floor 10F expired on September 30, 2014.
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
JV GROUP, INC.
Date: October 6, 2014 By: /s/ Yuen Ling Look ------------------------------------------- Yuen Ling Look, President, Chief Executive Officer and Chief Financial Officer (Principal Accounting Officer)
In accordance with the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Dated: October 6, 2014 JV GROUP, INC.
By: /s/ Yuen Ling Look ------------------------------------------- Yuen Ling Look, Director
By: /s/ Siu Fong Kelly Yeung ------------------------------------------- Siu Fong Kelly Yeung, Director
By: /s/ Siu Lun Tong ------------------------------------------- Siu Lun Tong, Director