Attached files
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| EX-31.1 - CERTIFICATION - Global Vision Holdings, Inc. | shanghide_ex3101.htm |
| EX-32.1 - CERTIFICATION - Global Vision Holdings, Inc. | shanghide_ex3201.htm |
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
x ANNUAL REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934.
For the Fiscal Year Ended December 31, 2010.
SHANG HIDE CONSULTANTS, LTD.
(Exact name of registrant as specified in its charter)
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Nevada
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27-2553082
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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1495 Ridgeview Drive, Suite #200
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Reno, NV
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89519
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (775) 332-4200
Facsimile number: (775) 332-4210
Securities to be registered under Section 12(b) of the Act: None
Securities to be registered under Section 12(g) of the Exchange Act:
Common Stock, $.001par value
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer ¨
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Smaller reporting company x
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 13(d) of the Act.
Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained in this form, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. To the best of registrants' knowledge, there are no disclosures of delinquent filers required in response to Item 405 of Regulation S-K.
Yes x No o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes x No o
As of December 31, 2010, the aggregate market value of the voting and nonvoting common equity held by non-affiliates of Shang Hide Consultants was $0.
The number of shares of the registrant's $.001 par value common stock outstanding as of May 4, 2011 was 15,000,000
EXPLANATORY NOTE
We are filing this Amendment to Form 10-K for the fiscal year ended December 31, 2010 to correct certain typographical errors in the dates of the table of contents to the financial statements and the corresponding report of the Company’s independent registered accounting firm. We are including, for clarification, the financial statements as of and for the fiscal year ended December 31, 2010. This Amendment to Form 10-K does not reflect any changes to our previously reported financial position, results of operations, or cash flows contained in the original filing of our Form 10-K on April 11, 2011.
Additionally, the correction of these typographical errors did not impact any other items contained in the original Form 10-K for the fiscal year ended December 31, 2010. Correspondingly, these sections have been omitted from this Amendment.
Item 8. Financial Statements and Supplementary Data.
(DATE OF INCEPTION) TO DECEMBER 31, 2010
Contents
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Page
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Report of Independent Registered Public Accounting Firm
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F-1
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Financial Statements
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Balance Sheet as of December 31, 2010
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F-2
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Statement of Operations for the Period from May 5, 2010 (Date of Inception) to December 31, 2010.
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F-3
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Statement of Changes in Stockholders’ Equity for the Period from May 5, 2010 (Date of Inception) to December 31, 2010
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F-4
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Statement of Cash Flows for the Period from May 5, 2010 (Date of Inception) to December 31, 2010
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F-5
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Notes to Financial Statements
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F-6
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Shang Hide Consultants, Ltd.
Reno, NV
We have audited the accompanying balance sheet of Shang Hide Consultants, Ltd. (a development stage company) as of December 31, 2010, and the related statements of operations, changes in stockholders’ equity, and cash flows for the period from May 5, 2010 (inception) to December 31, 2010. 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. 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 financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Shang Hide Consultants, Ltd. as of December 31, 2010, and the results of its operations and its cash flows for the initial period then ended, in conformity with accounting principles generally accepted in the United States of America.
/s:/ Haynie & Company
Littleton, Colorado
April 8, 2011
F-1
SHANG HIDE CONSULTANTS, LTD.
(A Development Stage Company)
BALANCE SHEET
AS OF DECEMBER 31, 2010
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ASSETS
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CURRENT ASSETS:
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Cash and cash equivalents
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$
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7,650
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LIABILITIES AND STOCKHOLDERS' EQUITY
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CURRENT LIABILITIES:
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Advance from Stockholder
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$
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555
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COMMITMENTS AND CONTINGENCIES
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STOCKHOLDERS' EQUITY:
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Preferred stock, $.001 par value, 5,000,000 shares authorized, none issued and outstanding
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-
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Common stock, $.001 par value, 70,000,000 shares authorized, 15,000,000 issued and outstanding
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15,000
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Deficit accumulated during development stage
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(7,905
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)
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Total stockholders' equity
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7,095
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
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$
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7,650
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The accompanying notes are an integral part of these financial statements.
F-2
SHANG HIDE CONSULTANTS, LTD.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
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For the Period
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From MAY 5, 2010
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(Date of Inception)
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To DECEMBER 31, 2010
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Net revenue
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$
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-
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Expenses
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7,905
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Net loss
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$
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(7,905)
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Net loss per common share - basic and diluted
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$
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*
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Weighted average common equivalent shares outstanding - basic and diluted
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15,000,000
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* Less than $0.01
The accompanying notes are an integral part of these financial statements.
F-3
SHANG HIDE CONSULTANTS, LTD.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM MAY 5, 2010 (DATE OF INCEPTION) TO DECEMBER 31, 2010
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Deficit
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Accumulated
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Common Stock
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During
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Total
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Common Stock
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and warrants
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Development
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Stockholders'
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Shares
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Amount
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subscribed to
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Stage
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Equity
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Balance, MAY 5, 2010
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-
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$
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-
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$
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-
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$
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-
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$
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-
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Common stock subscribed to
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15,000,000
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15,0000
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-
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15,000
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Net loss
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-
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-
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-
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(7,905
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)
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(7,905
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)
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Balance, DECEMBER 31, 2010
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15,000,000
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$
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15,000
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$
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$
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(7,905
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)
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$
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7,095
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The accompanying notes are an integral part of these financial statements.
F-4
SHANG HIDE CONSULTANTS, LTD.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
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For the Period
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From MAY 5, 2010
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(Date of Inception)
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To DECEMBER 31, 2010
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net loss
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$
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(7,905
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)
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Adjustment to reconcile net loss to net cash used in operating activities
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Increase in advance from stockholders
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555
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Net cash used in operating activities
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(7,350)
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CASH FLOWS FROM FINANCING ACTIVITIES:
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Proceeds from issuance of common stock
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15,000
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Net cash provided by financing activities
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15,000
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Net increase in cash and cash equivalents
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7,650
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Cash, beginning of the period
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-
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Cash, end of period
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7,650
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The Company has not paid any interest or income taxes since inception.
The accompanying notes are an integral part of these financial statements.
F-5
SHANG HIDE CONSULTANTS, LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
Note 1 – Organization
Shang Hide Consultants (Company) was organized under the laws of the State of Nevada in May 2010. The Company was organized as a vehicle to investigate and, if such investigation warrants, acquire a target company or business seeking the perceived advantages of being a publicly held corporation. Our principal business objective for the next 12 months and beyond will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings.
The Company currently has no operations and is considered to be in the development stage as defined by United States generally accepted accounting principles.
Note 2 – Summary of Significant Accounting Policies
The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”).
Use of Estimates
Management makes estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods. Actual results could vary from these estimates.
Cash and Cash Equivalents
The Company maintains its cash at a federally insured financial institution. Cash equivalents with maturity dates less than 90 days from the date of origination are considered to be cash equivalents for all financial reporting purposes. The Company currently has no cash equivalents.
Fair Value
Cash and accounts payable are carried at cost which approximates their fair value in accordance with the fair value hierarchy as established by US GAAP.
Recent Accounting Pronouncements
There are no recently issued accounting pronouncements that the Company expects to have a material impact on the financial position, results of operations, or cash flows.
F-6
Note 3 – Stock Issuance
In May 2010 the Company issued 15,000,000 shares of common at par value for cash totaling $15,000.
Note 4 – Related Party Transactions
The Company owes Marty Weigel (Principal Executive and Financial Officer and Director) $555 for filing fees paid on behalf of the Company.
Note 5 – Income Tax
As of December 31, 2010 the Company has a federal net operating loss carryforward of approximately $7,905 resulting in deferred tax assets of approximately $2,688 which will begin to expire in 2030. The deferred tax asset was calculated using a federal statutory rate of 34%.
Since it is not likely that deferred tax assets will be realized, no current tax benefit was recognized and the deferred assets have been fully reserved.
The Company does not currently have temporary or permanent differences that provide additional deferred tax assets or result in deferred tax liabilities, nor are there any uncertain tax positions.
Note 6 – Subsequent Events
We evaluated subsequent events through April 8, 2011, the date in which the financial statements were issued, and determined there were no reportable events.
F-7
Item 15. Signatures
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
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SHANG HIDE CONSULTANTS, LTD.
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By:
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/s/ Marty Weigel
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Marty Weigel
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President, Treasurer and Director
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Principal Executive Officer
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Principal Financial Officer
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