Attached files
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| EX-32.1 - CERTIFICATION - 5V Inc. | f10k2012ex32i_5vinc.htm |
| EX-31.1 - CERTIFICATION - 5V Inc. | f10k2012ex31i_5vinc.htm |
| EXCEL - IDEA: XBRL DOCUMENT - 5V Inc. | Financial_Report.xls |
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2012
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission File Number 000-54175
5V, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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27-3828846
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(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
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7th Floor, Tower B, Four Points Sheraton Hotel
Futian, Shenzhen, China
(Address of principal executive offices)
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+86-13510608355
(Registrant’s telephone number, including area code)
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Securities registered under Section 12(b) of the Exchange Act:
None.
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.0001 par value per share
(Title of Class)
Check whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Check whether the registrant is required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes x No o
Check 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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes o No x
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this chapter) contained herein, and no disclosure will 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. x
Check whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See 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
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x
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(Do not check if a smaller reporting company.)
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Check whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o
As of September 30, 2012 and as of the date hereof there were no non-affiliate holders of common stock of the Company.
APPLICABLE ONLY TO CORPORATE REGISTRANTS
As of January 14, 2013, there were 7,500,000 shares of common stock, par value $.0001, outstanding.
FORWARD-LOOKING STATEMENTS
Certain statements made in this Annual Report on Form 10-K are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of 5V, Inc. (the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.
PART I
5V, Inc. (the "Company") was incorporated in the State of Delaware on February 19, 2010 under the name “China Gate Acquisition Corp. 1” and maintained its principal executive office at 745 E. Valley Blvd. #326, San Gabriel, CA 91776, which address is a rented mailbox. 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. The Company filed a registration statement on Form 10 with the U.S. Securities and Exchange Commission (the “SEC”) on November 9, 2010, and since its effectiveness, the Company has focused its efforts to identify a possible business combination. The Company selected September 30 as its fiscal year end.
On May 3, 2011, the Company completed a merger (the "Merger") pursuant to which the Company's wholly owned subsidiary, 5V, Inc. was merged with and into the Company. In connection with the Merger, the Company adopted the name “5V Inc.” by filing a Certificate of Ownership and Merger with the Office of Secretary of State of Delaware.
On August 24, 2012 (the "Closing Date"), in connection with the terms and conditions of a Securities Purchase Agreement, dated August 24, 2012 (the "Purchase Agreement"), Jun Jiang and Xiong Wu purchased all of the issued and outstanding shares of common stock of the Company. In connection with the terms and conditions of the Purchase Agreement, Chi Wu resigned (i) as President, Secretary, and all other officer positions of the Company, effective upon the Closing, and (ii) as director of the Company, effective ten (10) days following the filing of an Information Statement on Schedule 14f-1 and mailing to Company shareholders (the “Effective Time”) with respect to the change in a majority of the board of directors. Concurrent with the Closing, the board of directors of the Company (the "Board") (i) appointed Jun Jiang to serve as Chairman of the Board, President and a director of the Company effective immediately following the Closing, (ii) appointed Xiong Wu to serve as Executive Vice Presidentand a director of the Company effective as of the Effective Time and (iii) appointed Jingquan Lu to serve as Vice President, Secretary and Treasurer of the Company effective as of the Closing Date.
The Company is currently considered to be a "blank check" company. The U.S. Securities and Exchange Commission (the “SEC”) defines those companies as "any development stage company that is issuing a penny stock, within the meaning of Section 3 (a)(51) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies." Under SEC Rule 12b-2 under the Exchange Act, the Company also qualifies as a “shell company,” because it has no or nominal assets (other than cash) and no or nominal operations. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity, until we have successfully concluded a business combination. The Company intends to comply with the periodic reporting requirements of the Exchange Act for so long as it is subject to those requirements.
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. The Company’s principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.
The analysis of new business opportunities will be undertaken by or under the supervision of our management. As of this date, the Company has not entered into any definitive agreement with any party regarding business opportunities for the Company. The Company has unrestricted flexibility in seeking, analyzing and participating in potential business opportunities. In its efforts to analyze potential acquisition targets, the Company will consider the following kinds of factors:
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(a)
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Potential for growth, indicated by new technology, anticipated market expansion or new products;
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(b)
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Competitive position as compared to other firms of similar size and experience within the industry segment as well as within the industry as whole;
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1
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(c)
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Strength and diversity of management, either in place or scheduled for recruitment;
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(d)
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Capital requirements and anticipated availability of required funds, to be provided by the Company or from operations, through the sale of additional securities, through joint ventures or similar arrangements or from other sources;
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(e)
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The cost of participation by the Company as compared to the perceived tangible and intangible values and potentials;
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(f)
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The extent to which the business opportunity can be advanced;
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(g)
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The accessibility of required management expertise, personnel, raw materials, services, professional assistance and other required items; and
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(h)
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Other relevant factors.
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In applying the foregoing criteria, no one of which will be controlling, management will attempt to analyze all factors and circumstances and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries, and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. Due to the Company's limited capital available for investigation, the Company may not discover or adequately evaluate adverse facts about the opportunity to be acquired.
COMPETITION
In identifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business objective similar to ours. There are numerous “public shell” companies either actively or passively seeking operating businesses with which to merge in addition to a large number of “blank check” companies formed and capitalized specifically to acquire operating businesses. Additionally, we are subject to competition from other companies looking to expand their operations through the acquisition of a target business. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited when contrasted with those of many of these competitors. Our ability to compete in acquiring certain sizable target businesses is limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of a target business. Further, our outstanding warrants and the future dilution they potentially represent may not be viewed favorably by certain target businesses.
Any of these factors may place us at a competitive disadvantage in successfully negotiating a business combination. Our management believes, however, that our status as a public entity and potential access to the United States public equity markets may give us a competitive advantage over privately-held entities with a business objective similar to ours to acquire a target business on favorable terms.
If we succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the target business. Many of our target business’ competitors are likely to be significantly larger and have far greater financial and other resources. Some of these competitors may be divisions or subsidiaries of large, diversified companies that have access to financial resources of their respective parent companies. Our target business may not be able to compete effectively with these companies or maintain them as customers while competing with them on other projects. In addition, it is likely that our target business will face significant competition from smaller companies that have specialized capabilities in similar areas. We cannot accurately predict how our target business’ competitive position may be affected by changing economic conditions, customer requirements or technical developments. We cannot assure you that, subsequent to a business combination, we will have the resources to compete effectively.
2
FORM OF ACQUISITION
The manner in which the Company participates in an opportunity will depend upon the nature of the opportunity, the respective needs and desires of the Company and the promoters of the opportunity, and the relative negotiating strength of the Company and such promoters.
It is likely that the Company will acquire its participation in a business opportunity through the issuance of common stock or other securities of the Company. Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining whether or not an acquisition is a so-called "tax free" reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code") depends upon whether the owners of the acquired business own 80% or more of the voting stock of the surviving entity. If a transaction were structured to take advantage of these provisions rather than other "tax free" provisions provided under the Code, all prior stockholders would in such circumstances retain 20% or less of the total issued and outstanding shares of the surviving entity. Under other circumstances, depending upon the relative negotiating strength of the parties, prior stockholders may retain substantially less than 20% of the total issued and outstanding shares of the surviving entity. This could result in substantial additional dilution to the equity of those who were stockholders of the Company prior to such reorganization.
The present stockholders of the Company will likely not have control of a majority of the voting securities of the Company following a reorganization transaction. As part of such a transaction, all or a majority of the Company's directors may resign and one or more new directors may be appointed without any vote by stockholders.
In the case of an acquisition, the transaction may be accomplished upon the sole determination of management without any vote or approval by stockholders. In the case of a statutory merger or consolidation directly involving the Company, it will likely be necessary to call a stockholders' meeting and obtain the approval of the holders of a majority of the outstanding securities. The necessity to obtain such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give rise to certain appraisal rights to dissenting stockholders. Most likely, management will seek to structure any such transaction so as not to require stockholder approval.
It is anticipated that the investigation of specific business opportunities and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in the related investigation might not be recoverable. Furthermore, even if an agreement is reached for the participation in a specific business opportunity, the failure to consummate that transaction may result in the loss to the Registrant of the related costs incurred.
We presently have no employees apart from our management. Our officers and directors are engaged in outside business activities and anticipates that he will devote very limited time to our business until the acquisition of a successful business opportunity has been identified. We expect no significant changes in the number of our employees other than such changes, if any, incident to a business combination.
3
Item 1A. Risk Factors.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
Item 1B. Unresolved Staff Comments.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
Item 2. Description of Property.
The Company neither rents nor owns any properties. The Company utilizes the office space and equipment of its management at no cost. Management estimates such amounts to be immaterial. The Company currently has no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.
Item 3. Legal Proceedings.
To the best knowledge of our management, there are presently no material pending legal proceedings to which the Company, any executive officer, any owner of record or beneficially of more than five percent of any class of voting securities is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.
Item 4. Mine Safety Disclosures.
Not Applicable.
PART II
Item 5. Market for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity Securities.
Common Stock
Our Certificate of Incorporation authorizes the issuance of up to 100,000,000 shares of common stock, par value $.0001 per share (the “Common Stock”). The Common Stock is not listed on a publicly-traded market. As of September 30, 2012 and as of the date of this report, there are two holders of record of the Common Stock.
Preferred Stock
Our Certificate of Incorporation authorizes the issuance of up to 10,000,000 shares of preferred stock, par value $.0001 per share (the “Preferred Stock”). The Company has not yet issued any of its preferred stock.
4
Dividend Policy
The Company has not declared or paid any cash dividends on its common stock and does not intend to declare or pay any cash dividend in the foreseeable future. The payment of dividends, if any, is within the discretion of the Board of Directors and will depend on the Company’s earnings, if any, its capital requirements and financial condition and such other factors as the Board of Directors may consider.
Securities Authorized for Issuance under Equity Compensation Plans
The Company does not have any equity compensation plans or any individual compensation arrangements with respect to its common stock or preferred stock. The issuance of any of our common or preferred stock is within the discretion of our Board of Directors, which has the power to issue any or all of our authorized but unissued shares without stockholder approval.
Recent Sales of Unregistered Securities
The Company did not sell any equity securities that were not registered under the Securities Act during the quarter ended September 30, 2012 or a month within the foregoing quarter.
No securities have been issued for services. Neither the Company nor any person acting on its behalf offered or sold the securities by means of any form of general solicitation or general advertising. No services were performed by any purchaser as consideration for the shares issued.
Issuer Purchases of Equity Securities
None.
Item 6. Selected Financial Data.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation.
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 twelve months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.
The Company currently does not engage in any business activities that provide cash flow. During the next twelve months we anticipate incurring costs related to:
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(i)
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filing Exchange Act reports, and
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(ii)
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investigating, analyzing and consummating an acquisition.
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5
We believe we will be able to meet these costs through deferral of fees by certain service providers and additional amounts, as necessary, to be loaned to or invested in us by our stockholders, management or other investors. As of the date of the period covered by this report, the Company has no assets. There are no assurances that the Company will be able to secure any additional funding as needed. Currently, however, our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependent on our ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances, however there is no assurance of additional funding being available.
The Company may consider acquiring a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market for its shares while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.
Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks. Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.
The Company anticipates that the selection of a business combination will be complex and extremely risky. Through information obtained from industry publications and professionals, our management believes that there are numerous firms seeking the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex. We do not currently intend to retain any entity to act as a “finder” to identify and analyze the merits of potential target businesses.
6
Liquidity and Capital Resources
As of September 30, 2012, the Company had no assets. This compares with assets of $750, comprised exclusively of prepaid expenses, as of September 30, 2011. The Company’s liabilities as of September 30, 2012 were $89,087, comprised of $9,108 in accounts payable and $79,979 in short-term advances from a related party. This compares with total liabilities of $44,314, comprised of $15,500 in accounts payable and $28,814 in short-term advances from a related party, as of September 30, 2011. The Company can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.
The following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities for the years ended September 30, 2012 and 2011 and for the cumulative period from February 19, 2010 (Inception) to September 30, 2012.
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Fiscal Year
Ended September 30,
2012 |
Fiscal Year
Ended September 30,
2011 |
For the
Cumulative Period from
February 19, 2010 (Inception) to
September 30, 2012
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Net Cash (Used in) Operating Activities
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$ | - | $ | - | $ | (750 | ) | |||||
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Net Cash (Used in) Investing Activities
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- | - | - | |||||||||
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Net Cash Provided by Financing Activities
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- | - | 750 | |||||||||
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Net Increase (Decrease) in Cash and Cash Equivalents
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$ | - | $ | - | $ | - | ||||||
The Company has nominal assets and has generated no revenues since inception. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. In addition, the Company is dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.
Results of Operations
The Company has not conducted any active operations since inception, except for its efforts to locate suitable acquisition candidates. No revenue has been generated by the Company from February 19, 2010 (Inception) to September 30, 2012. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance. It is management's assertion that these circumstances may hinder the Company's ability to continue as a going concern. The Company’s plan of operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates.
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For the fiscal year ended September 30, 2012 and 2011, the Company had a net loss of $45,523 and $37,012 comprised of legal, filing, accounting, audit, and other professional service fees incurred in relation to the filing of the Company’s annual and quarterly reports in connection with its reporting obligations.
For the cumulative period from February 19, 2010 (Inception) to September 30, 2012, the Company had a net loss of $89,837, comprised exclusively of legal, filing, accounting, audit, and other professional service fees incurred in relation to the formation of the Company, the filing of the Company’s Registration Statement on Form 10 in November of 2010, and the filing of the Company’s quarterly and annual reports in connection with its periodic reporting obligations.
Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Contractual Obligations
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.
Item 8. Financial Statements and Supplementary Data.
Audited financial statements begin on the following page of this report.
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5V INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
SEPTEMBER 30, 2012 AND 2011
AND
FOR THE PERIOD FROM FEBRUARY 19, 2010 (INCEPTION)
THROUGH SEPTEMBER 30, 2012
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5V INC.
(A Development Stage Company)
Financial Statements
September 30, 2012 and 2011
And For The Period From February 19, 2010 (Inception) Through September 30, 2012
Table of Contents
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Page
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Financial Statements
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Reports of Independent Registered Public Accounting Firms
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F-1, F-2
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Balance Sheets
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F-3
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Statements of Operations
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F-4
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Statements of Changes in Stockholders’ Equity (Deficit)
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F-5
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Statements of Cash Flows
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F-6
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Notes to Financial Statements
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F-7
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10
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Patrizio & Zhao, LLC
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Certified Public Accountants and Consultants
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322 Route 46 West
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Parsippany, NJ 07054
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Member of
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Tel: (973) 882-8810
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Fax: (973) 882-0788
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Alliance of worldwide accounting firms
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www.pzcpa.com
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Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
5V Inc.
(A Development Stage Company)
We have audited the accompanying balance sheet of 5V Inc. (a Development Stage Company) as of September 30, 2012, and the related statements of operations, stockholders’ deficit and cash flows for the year then ended and for the period from February 19, 2010 (inception) through September 30, 2012. 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. The financial statements of 5V Inc. as of September 30, 2011, were audited by other auditors whose report dated January 13, 2012, expressed an unqualified opinion on those statements with an emphasis of matter paragraph relating to the going concern uncertainty.
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 consolidated 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 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 2012 financial statements referred to above present fairly, in all material respects, the financial position of 5V Inc. (a Development Stage Company) as of September 30, 2012, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has an accumulated loss since inception of $89,837 and a working capital deficit of $89,087. These conditions raise substantial doubt as to the ability of the Company to continue as a going concern. These financial statements do not include any adjustments that might result from such uncertainty.
/s/ Patrizio & Zhao, LLC
Parsippany, New Jersey
January 14, 2013
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
5V Inc.
We have audited the accompanying balance sheets of 5V Inc. (a Development Stage Company) as of September 30, 2011, and the related statements of operations, stockholders’ deficit and cash flows for the year ended September 30, 2011, and the period from February 19, 2010 (inception) through September 30, 2011(Not presented separately in 5V Inc’s 10-K for the year ended December 31, 2012). 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 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 consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. Our audits 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 statements presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of 5V Inc. (a Development Stage Company) as of September 30, 2011, and the results of its operations and its cash flows for the year ended September 30, 2011, and the period from February 19, 2010 (inception) through September 30, 2011 in conformity with United States generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has an accumulated loss since inception of $44,314 and a negative working capital of $43,564. These conditions raise substantial doubt as to the ability of the Company to continue as a going concern. These financial statements do not include any adjustments that might result from such uncertainty.
/s/ Goldman Kurland and Mohidin, LLP
Encino, California
January 13, 2012
F - 2
5V INC.
(A Development Stage Company)
Balance Sheets
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September 30,
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September 30,
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2012
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2011
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Assets
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Current assets:
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Cash and cash equivalents
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$ | - | $ | - | ||||
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Prepaid expenses
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- | 750 | ||||||
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Total current assets
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- | 750 | ||||||
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Total assets
|
$ | - | $ | 750 | ||||
|
Liabilities and stockholders’ deficit
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable
|
$ | 9,108 | $ | 15,500 | ||||
|
Advances from related party
|
79,979 | 28,814 | ||||||
|
Total current liabilities
|
89,087 | 44,314 | ||||||
|
Total liabilities
|
89,087 | 44,314 | ||||||
|
Stockholders’ deficit:
|
||||||||
|
Preferred stock, $0.0001 par value, 10,000,000 shares authorized;
|
||||||||
|
no shares issued and outstanding
|
- | - | ||||||
|
Common stock, $0.0001 par value, 100,000,000 shares authorized;
|
||||||||
|
7,500,000 shares issued and outstanding at September 30, 2012
|
||||||||
|
and 2011, respectively
|
750 | 750 | ||||||
|
Deficit accumulated during development stage
|
(89,837 | ) | (44,314 | ) | ||||
|
Total stockholders’ deficit
|
(89,087 | ) | (43,564 | ) | ||||
|
Total liabilities and stockholders’ equity
|
$ | - | $ | 750 | ||||
The accompanying notes are an integral part of these financial statements.
F - 3
5V INC.
(A Development Stage Company)
Statements of Operations
|
Cumulative
|
||||||||||||
|
For the Year Ended
September 30,
|
Since
Inception at
February 19,
|
|||||||||||
|
2012
|
2011
|
2010
|
||||||||||
|
Revenue
|
$ | - | $ | - | $ | - | ||||||
|
Operating expenses
|
||||||||||||
|
General and administrative expenses
|
45,523 | 37,012 | 89,837 | |||||||||
|
Total operating expenses
|
45,523 | 37,012 | 89,837 | |||||||||
|
Loss from operations
|
(45,523 | ) | (37,012 | ) | (89,837 | ) | ||||||
|
Loss before provision for income taxes
|
(45,523 | ) | (37,012 | ) | (89,837 | ) | ||||||
|
Provision for income taxes
|
- | - | - | |||||||||
|
Net loss
|
$ | (45,523 | ) | $ | (37,012 | ) | $ | (89,837 | ) | |||
|
Loss per common share
|
||||||||||||
|
Basic
|
$ | (0.01 | ) | $ | (0.00 | ) | ||||||
|
Diluted
|
$ | (0.01 | ) | $ | (0.00 | ) | ||||||
|
Weighted average number of common
|
||||||||||||
|
shares outstanding
|
||||||||||||
|
Basic
|
7,500,000 | 7,500,000 | ||||||||||
|
Diluted
|
7,500,000 | 7,500,000 | ||||||||||
The accompanying notes are an integral part of these financial statements.
F - 4
5V INC.
(A Development Stage Company)
Statements of Changes in Stockholders’ Equity (Deficit)
From February 19, 2010 (inception) to September 30, 2012
|
Common Stock
|
Preferred Stock
|
Deficit
Accumulated
During
Development
|
Total Stockholders’
Equity
|
|||||||||||||||||||||
| Shares |
Value
|
Shares
|
Value
|
Stage
|
(Deficit)
|
|||||||||||||||||||
|
Balance at the date of
|
||||||||||||||||||||||||
|
inception on February 19, 2010
|
- | $ | - | - | $ | - | $ | - | $ | - | ||||||||||||||
|
Issuance of common stock
|
7,500,000 | 750 | - | - | - | 750 | ||||||||||||||||||
|
Net loss
|
- | - | - | - | (7,302 | ) | (7,302 | ) | ||||||||||||||||
|
Balance at September 30, 2010
|
7,500,000 | $ | 750 | - | $ | - | $ | (7,302 | ) | $ | (6,552 | ) | ||||||||||||
|
Net loss
|
- | - | - | - | (37,012 | ) | (37,012 | ) | ||||||||||||||||
|
Balance at September 30, 2011
|
7,500,000 | $ | 750 | - | $ | - | $ | (44,314 | ) | $ | (43,564 | ) | ||||||||||||
|
Net loss
|
- | - | - | - | (45,523 | ) | (45,523 | ) | ||||||||||||||||
|
Balance at September 30, 2012
|
7,500,000 | $ | 750 | - | $ | - | $ | (89,837 | ) | $ | (89,087 | ) | ||||||||||||
The accompanying notes are an integral part of these financial statements.
F - 5
5V INC.
(A Development Stage Company)
Statements of Cash Flows
|
For the Years Ended
|
Cumulative
Since
Inception at
|
|||||||||||
|
September 30,
|
February 19,
|
|||||||||||
|
2012
|
2011
|
2010
|
||||||||||
|
Cash flows from operating activities:
|
||||||||||||
|
Net loss
|
$ | (45,523 | ) | $ | (37,012 | ) | $ | (89,837 | ) | |||
|
Adjustments to reconcile net loss to net cash
|
||||||||||||
|
provided by (used in) operating activities:
|
||||||||||||
|
Company expenses paid by shareholders
|
51,165 | 18,012 | 79,979 | |||||||||
|
Changes in current assets and current liabilities:
|
||||||||||||
|
Prepaid expenses
|
750 | 4,250 | - | |||||||||
|
Accounts payable
|
(6,392 | ) | 14,750 | 9,108 | ||||||||
|
Total adjustments
|
45,523 | 37,012 | 89,087 | |||||||||
|
Net cash used in operating activities
|
- | - | (750 | ) | ||||||||
|
Cash flows from financing activities:
|
||||||||||||
|
Proceeds from sale of common stock
|
- | - | 750 | |||||||||
|
Net cash provided by financing activities
|
- | - | - | |||||||||
|
Net increase (decrease) in cash and cash equivalents
|
- | - | - | |||||||||
|
Cash and cash equivalents - beginning
|
- | - | - | |||||||||
|
Cash and cash equivalents - ending
|
$ | - | $ | - | $ | - | ||||||
The accompanying notes are an integral part of these financial statements.
F - 6
5V INC.
(A Development Stage Company)
Notes to Financial Statements
Note 1 – Organization and Business
5V Inc. (the “Company”), formerly China Gate Acquisition Corp. 1, was organized on February 19, 2010 as a Delaware corporation with fiscal year ending September 30. The Company is a shell with no business activity whose purpose is to seek out and attract partners for possible merger or acquisition.
On April 28, 2011, the Company incorporated a wholly-owned subsidiary under the name “5V Inc.” under the laws of the State of Delaware.
On May 3, 2011, the Company effectuated a merger (the “Merger”) pursuant to which its wholly-owned subsidiary, 5V Inc. (“5V”) merged with and into the Company, with the Company continuing as the surviving corporation and the officer and directors of the Corporation replacing the sole officer and director of 5V. On the same day, the Company changed its name from “China Gate Acquisition Corp. 1” to “5V Inc.” by filing a Certificate of Ownership and Merger with the Office of Secretary of State of Delaware.
On August 24, 2012, Jun Jiang and Xiong Wu (collectively the “Purchasers”) purchased all of the issued and outstanding shares of common stocks of the Company’s existing shareholders (the “Sellers”) for an aggregate purchase of $250,000. As a result of the consummation of the transaction, the Purchasers collectively own 100% of the Company’s outstanding common stock, resulting in no liability owed to the original shareholders (the “Sellers”) thereafter.
On September 30, 2012, the Company’s Board of Directors and shareholders approved an increase in the authorized shares of common stocks from 100,000,000 to 400,000,000.
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation
The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States of America.
In preparing the accompanying audited financial statements, we evaluated the period from September 30, 2012 through the date the financial statements were issued for material subsequent events requiring recognition or disclosure. No such events were identified for this period.
Development Stage Company
The Company is currently a development stage enterprise reporting under the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 915. Those standards require the Company to disclose its activities since the date of inception.
Cash Equivalents
In accordance with FASB ASC Topic 230-10-50-6, “Statement of Cash Flows”, the Company considers all highly liquid debt instruments with a maturity of three months or less when purchased to be cash equivalents.
Deferred Income Taxes
The Company accounts for income taxes in accordance with FASB ASC Topic 740 which requires that deferred tax assets and liabilities be recognized for future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In Addition, FASB ASC 740 requires recognition of future tax benefits, such as carryforwards, to the extent that realization of such benefits is more likely than not and that a valuation allowance be provided when it is more likely than not that some portion of the deferred tax asset will not be realized.
F - 7
5V INC.
(A Development Stage Company)
Notes to Financial Statements
Note 2 – Summary of Significant Accounting Policies (continued)
Fair Value Of Financial Instruments
The Company adopted the guidance of FASB ASC 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.
Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other then quoted prices that are observable, and inputs derived from or corroborated by observable market data.
Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.
The carrying amounts reported in the balance sheets for cash and accrued expenses approximate their fair market value based on the short-term maturity of these instruments. The Company did not identify any assets or liabilities that are required to be presented on the balance sheets at fair value in accordance with the accounting guidance.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. The ASU expands existing disclosure requirements and amends some fair value measurement principles. The ASU was effective for interim periods beginning on or after December 15, 2011, with early adoption prohibited and prospective application required. The adoption by the Company did not have a material effect on its financial statements except for enhanced disclosure in the notes to its financial statements.
In January 2010, the FASB expanded the disclosure requirements for fair value measurements relating to the transfers in and out of Level 2 measurements and amended the disclosure for the Level 3 activity reconciliation to be presented on a gross basis. In addition, valuation techniques and inputs should be disclosed for both Levels 2 and 3 recurring and nonrecurring measurements. The new requirements are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about the Level 3 activity reconciliation which are effective for fiscal years beginning after December 15, 2010. The Company adopted the new disclosure requirements on January 1, 2010 except for the disclosure related to the Level 3 reconciliation, which was adopted on January 1, 2011. The adoption did not have an impact on the Company’s financial condition, results of operations or cash flows.
Reclassification
Certain amounts in the year ended September 30, 2011 and the cumulative period since inception were reclassified for presentation purposes.
Note 3 – Going Concern
The accompanying financial statements were prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern and depends upon the Company’s ability to establish itself as a profitable business. The Company is a development stage company and has an accumulated loss since inception of $89,837. The Company has working capital deficit of $89,087, which is not sufficient to finance its business for the next twelve months. Due to the start-up nature of the Company, the Company expects to incur additional losses in the immediate future. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. To date, the Company’s cash flow requirements have been primarily met through advances from shareholders.
F - 8
5V INC.
(A Development Stage Company)
Notes to Financial Statements
Note 3 – Going Concern (continued)
The Company is planning on obtaining financing either through issuance of equity or debt. To the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital through other channels.
Note 4 – Common Stock and Preferred Stock
The Company has authority to issue 110,000,000 shares of capital stock. These shares are divided into two classes with one hundred million (100,000,000) shares designated as common stock at $0.0001 par value and ten million (10,000,000) shares designated as preferred stock at $0.0001 par value. As of September 30, 2012, the Company has issued 7,500,000 common shares for $750 at par value of $0.0001.
Note 5 – Related Party
One of the Company’s stockholders advanced funds to the Company to cover legal, audit, and filing fees, general office administration and other expenses. The advances are unsecured, with no interest, payable upon demand, and totaling $79,979 and $28,814 as of September 30, 2012 and 2011, respectively. On August 24, 2012, Jun Jiang and Xiong Wu purchased all of the issued and outstanding shares of common stocks of the Company’s existing shareholders. Concurrently with the transaction, the Sellers agreed to transfer to the Purchasers all of their claims on advances to the Company.
Note 6 – Income Taxes
The Company has tax losses that may be applied against future taxable income. The potential tax benefits arising from these loss carryforwards, which expire beginning the year 2030, are offset by a valuation allowance due to the uncertainty of profitable operations in the future. During the years ended September 30, 2012 and 2011, the Company had operating losses of $45,523 and $37,012, respectively. The cumulative net operating loss carryforward as of September 30, 2012 was $89,837. The statutory tax rate for fiscal years 2012 and 2011 is 35%. The significant components of the deferred tax assets as of September 30, 2012 and 2011 are as follows:
|
2012
|
2011
|
|||||||
|
Loss carryforwards
|
$ | 15,933 | $ | 12,954 | ||||
|
Less – Valuation allowance
|
(15,933 | ) | (12,954 | ) | ||||
|
Total net deferred tax assets
|
$ | - | $ | - | ||||
Note 7 – Loss Per Share
The Company presents earnings (loss) per share on a basic and diluted basis. Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted average number of common shares outstanding. Diluted earnings (loss) per share are computed by dividing income available to common shareholders by the weighted average number of shares outstanding plus the dilutive effect of potential securities.
|
For the year Ended September 30,
|
||||||||
|
2012
|
2011
|
|||||||
|
Net loss
|
$ | (45,523 | ) | $ | (37,012 | ) | ||
|
Weighted average common shares
|
7,500,000 | 7,500,000 | ||||||
|
(denominator for basic earnings (loss) per share)
|
||||||||
|
Effect of dilutive securities:
|
- | - | ||||||
|
Weighted average common shares
|
7,500,000 | 7,500,000 | ||||||
|
(denominator for diluted earnings (loss) per share)
|
||||||||
|
Basic loss per share
|
$ | (0.01 | ) | $ | (0.00 | ) | ||
|
Diluted loss per share
|
$ | (0.01 | ) | $ | (0.00 | ) | ||
F - 9
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Dismissal of Previous Independent Registered Public Accounting Firm
On December 4, 2012, our Board of Directors approved the dismissal of Goldman Kurland and Mohidin, LLP (“GKM”) as our independent auditor, effective immediately.
GKM’s reports on our financial statements as of and for the fiscal years ended September 30, 2011 and 2010 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. However, the reports of GKM stated that there is substantial doubt about the Company’s ability to continue as a going concern.
During the fiscal years ended September 30, 2011 and 2010 and through GKM’s dismissal on November 28, 2012, there were (1) no disagreements with GKM on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of GKM, would have caused GKM to make reference to the subject matter of the disagreements in connection with its reports, and (2) no events of the type listed in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K.
We furnished GKM with a copy of this disclosure on December 5, 2012, providing GKM with the opportunity to furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by us herein in response to Item 304(a) of Regulation S-K and, if not, stating the respect in which it does not agree. A copy of GKM’s letter to the SEC is filed as Exhibit 16.1 to this report.
Engagement of New Independent Registered Public Accounting Firm
Concurrent with the decision to dismiss GKM as our independent auditor, the Board of Directors appointed Patrizio & Zhao, LLC (“PatrizioZhao”) as our independent auditor.
During the years ended September 30, 2011 and 2010 and through the date hereof, neither the Company nor anyone acting on its behalf consulted PatrizioZhao with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company or oral advice was provided that PatrizioZhao concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issues; or (ii) any matter that was the subject of a disagreement or reportable events set forth in Item 304(a)(1)(iv) and (v), respectively, of Regulation S-K.
There are not and have not been any disagreements between the Company and its accountants on any matter of accounting principles, practices or financial statement disclosure.
11
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Company’s management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of the Company’s management, including the Company’s sole officer and director, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report. Based on that evaluation, the Company’s officers and directors concluded that the Company’s disclosure controls and procedures as of September 30, 2012 were effective in providing reasonable assurance that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms.
Evaluation of Internal Controls and Procedures
Our management is also responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed 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.
Our internal control over financial reporting includes those policies and procedures that:
|
●
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
|
|
●
|
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 the Company’s management and directors; and
|
|
●
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
As of September 30, 2012, we carried out an evaluation of the effectiveness of our internal control over financial reporting based on the framework in "Internal Control-Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of September 30, 2012.
12
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal controls 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 Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.
Changes in Internal Controls over Financial Reporting
There have been no significant changes to the Company’s internal controls over financial reporting that occurred during our last fiscal quarter of the year ended September 30, 2012, that materially affected, or were reasonably likely to materially affect, our internal controls over financial reporting.
Item 9B. Other Information.
PART III
Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act.
(a) Identification of Directors and Executive Officers. The following table sets forth certain information regarding the Company’s directors and executive officers:
|
Name
|
Age
|
Position
|
||
|
Jun Jiang
|
48
|
President and Chairman
|
||
|
Xiong Wu
|
50
|
Executive Vice President and Director
|
||
|
Jingquan Lu
|
49
|
Vice President, Secretary and Treasurer
|
The term of office of each director expires at our annual meeting of stockholders or until their successors are duly elected and qualified. Directors are not compensated for serving as such. Officers are elected by and serve at the discretion of the Board of Directors.
Jun Jiang, 48, has served as our Chairman, President, CEO and a director since August 24, 2012 and as the CEO and director of Beijing BNC Health Technology Co. Ltd. since March, 2007. Beijing BNC Health Technology Co. Ltd. is a leading herbal based health products and natural organic skincare products company. Mr. Jiang served as the Executive Director of Beijing HuakeHongzhang Health Technology Co. Ltd. from October 2005 to March 2007 responsible for technology development. From July 2004 to October 2005, June Jiang served as the President of Beijing Duoweite Biotech Co. Ltd., a health products company. As a director of the Company, Ms. Jiang’s past experiences in the health products business will be beneficial to the company.
Xiong Wu, 50, has served as our Executive Vice President and a director since August 24, 2012 and as the Chairman of Beijing BNC Health Technology Co. Ltd. since March 2007. Beijing BNC Health Technology Co. Ltd. is a leading herbal based health products and natural organic skincare products company. Mr. Jiang served as the Chairman of Beijing HuakeHongzhang Health Technology Co. Ltd. from October 2005 to March 2007 responsible for marketing and sales. From July 2004 to October 2005, June Jiang served as the Marketing Director of Beijing Duoweite Biotech Co. Ltd., a health products company. As a director of the company, Mr. Wu’s past experiences in the health products business will be beneficial to the company.
Jingquan Lu, 49, has served as our Vice President, Secretary and Treasurer since August 24, 2012 and as General Manager of Beijing BNC Health Technology Co. Ltd. since 2011.From 2007-2010, he was marketing manager of Jiangsu Dadi Group. From 2005 to 2007, he was marketing manager of Anhui Fengexin Pharmaceutical Corp.
13
(b) Significant Employees.
As of the date hereof, the Company has no significant employees.
(c) Family Relationships.
There are no family relationships among directors, executive officers, or persons nominated or chosen by the issuer to become directors or executive officers.
(d) Involvement in Certain Legal Proceedings.
There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of the Company during the past five years.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires the Company’s directors and officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company’s securities with the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.
Based solely on our review of the reports filed with the SEC, we believe that all persons subject to Section 16(a) of the Exchange Act timely filed all required reports in 2012.
Nominating Committee
We have not adopted any procedures by which security holders may recommend nominees to our Board of Directors.
Audit Committee
The Board of Directors acts as the audit committee. The Company does not have a qualified financial expert at this time because it has not been able to hire a qualified candidate. Further, the Company believes that it has inadequate financial resources at this time to hire such an expert. The Company intends to continue to search for a qualified individual for hire.
14
Item 11. Executive Compensation.
The following table sets forth all of the compensation awarded to, earned by, or paid by paid by the Company to each of our named executive officer and directors for the fiscal years ended September 30, 2012 and 2011.
|
Name and Position
|
Year
|
Salary
|
Option Awards
|
All other Compensation
|
Total
|
|
Jun Jiang
President and Chairman
|
2012
2011
|
None
None
|
None
None
|
None
None
|
None
None
|
|
Xiong Wu
Executive Vice President and Director
|
2012
2011
|
None
None
|
None
None
|
None
None
|
None
None
|
|
Jingquan Lu
Vice President, Secretary and Treasurer
|
2012
2011
|
None
None
|
None
None
|
None
None
|
None
None
|
|
Chi Wu
Former President, Former Secretary and Former Sole Director
|
2012
2011
|
None
None
|
None
None
|
None
None
|
None
None
|
The Company's officers and directors have not received any cash or other compensation since inception. They will not receive any compensation until the consummation of an acquisition. No compensation of any nature has been paid for on account of services rendered by a director in such capacity. Our officers and directors intend to devote very limited time to our affairs.
It is possible that, after the Company successfully consummates a business combination with an unaffiliated entity, that entity may desire to employ or retain members of our management for the purposes of providing services to the surviving entity.
No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.
There are no understandings or agreements regarding compensation our management will receive after a business combination.
The Company does not have a standing compensation committee or a committee performing similar functions, since the Board of Directors has determined not to compensate the officers and directors until such time that the Company completes a reverse merger or business combination.
Employment Agreements
The Company is not a party to any employment agreements.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
(a) The following tables set forth certain information as of January 14, 2013, regarding (i) each person known by the Company to be the beneficial owner of more than 5% of the outstanding shares of Common Stock, (ii) each director, nominee and executive officer of the Company and (iii) all officers and directors as a group.
15
|
Name and Address of Beneficial Owner
|
Amount and Nature of
Beneficial Ownership(1)
|
Percent of Class(2)
|
||||||
|
Jun Jiang
President and Chairman
7th Floor, West Tower, Four Points Sheraton Hotel, Futian, Shenzhen, China
|
5,250,000
|
70%
|
||||||
|
Xiong Wu
Executive Vice President and Director
7th Floor, West Tower, Four Points Sheraton Hotel, Futian, Shenzhen, China
|
2,250,000
|
30%
|
||||||
|
Jingquan Lu
Vice President, Secretary and Treasurer
7th Floor, West Tower, Four Points Sheraton Hotel, Futian, Shenzhen, China
|
0
|
0%
|
||||||
|
All Officers and Directors as a group (3 individuals)
|
7,500,000
|
100%
|
||||||
|
(1)
|
Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to our Common Stock.
|
|
(2)
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Based on 7,500,000 shares of Common Stock expected to be issued and outstanding upon the Closing of the Transaction.
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The Company currently has not authorized any compensation plans or individual compensation arrangements.
Item 13. Certain Relationships and Related Transactions.
The Company utilizes the office space and equipment of its officers and sole director at no cost. Management estimates such costs to be immaterial.
Chi Wu, one of the Company’s prior principal stockholders and sole director and officer, advanced $28,814 to the Company as of September 30, 2011. Jun Jiang, the Company’s current principal stockholder and director and officer, advanced $79,979 to the Company as of September 30, 2012. Both advances to the Company are used to cover legal, audit, and filing fees, general office administration and other expenses. The advances are unsecured, with no interest, payable upon demand. No principal amount was repaid to such related parties for the past two years. On August 24, 2012, Jun Jiang and Xiong Wu purchased all of the issued and outstanding shares of common stocks of the Company’s existing shareholders. Concurrently with the transaction, Chi Wu transferred to Jun Jiang and Xiong Wu all of his claims on the advances to the Company.
Except as otherwise indicated herein, there have been no other related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 and Item 407(a) of Regulation S-K.
16
Item 14. Principal Accounting Fees and Services
Goldman Kurland and Mohidin, LLP (“GKM”) was the Company’s independent registered public accounting firm until they were dismissed by the Company on December 4, 2012. On the same day, Patrizio & Zhao, LLC (“PatrizioZhao”) was appointed to serve as the Company’s independent registered public accounting.
Audit Fees
The aggregate fees billed by GKM for professional services rendered for the audit of our annual financial statements and review of financial statements included in our periodic reports or services that are normally provided in connection with statutory and regulatory filings were $1,500 for the fiscal year ended September 30, 2012.
The aggregate fees billed by PatrizioZhao for professional services rendered for the audit of our annual financial statements and review of financial statements included in our periodic reports or services that are normally provided in connection with statutory and regulatory filings were $5,000 for the fiscal year ended September 30, 2012.
Audit-Related Fees
There were no fees billed by GKM for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements for the fiscal years ended September 30, 2011.
There were no fees billed by PatrizioZhao for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements for the fiscal year ended September 30, 2012.
Tax Fees
There were no fees billed by GKM for professional services for tax compliance, tax advice, and tax planning for each of the fiscal years ended September 30, 2011.
There were no fees billed by PatrizioZhao for professional services for tax compliance, tax advice, and tax planning for the fiscal year ended September 30, 2012.
All Other Fees
There were no fees billed by GKM for other products and services for the fiscal years ended September 30, 2011.
There were no fees billed by PatrizioZhao for other products and services for the fiscal year ended September 30, 2012.
Audit Committee’s Pre-Approval Process
The Board of Directors acts as the audit committee of the Company, and accordingly, all services are approved by the Board of Directors.
Part IV
Item 15. Exhibits, Financial Statement Schedules
(a) We set forth below a list of our audited financial statements included in Item 8 of this annual report on Form 10-K.
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Statement
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Page*
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Index to Financial Statements
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||
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Report of Independent Registered Public Accounting Firm
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F-1, F-2
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Balance Sheet
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F-3
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Statements of Operations
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F-4
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Statement of Changes in Stockholder’s Equity (Deficit)
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F-5
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Statements of Cash Flows
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F-6
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Notes to Financial Statements
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F-7
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---------------
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||
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*Page F-1 follows page 8 to this annual report on Form 10-K.
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17
(b) Index to Exhibits required by Item 601 of Regulation S-K.
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Exhibit
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Description
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* 3.1
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Certificate of Incorporation, as filed with the Delaware Secretary of State on February 19, 2010.
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* 3.2
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By-laws.
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** 3.3
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Certificate of Ownership and Merger filed with the Office of Secretary of State of Delaware on May 3, 2011.
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***16.1
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Letter from Goldman Kurland and Mohidin, LLP.
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31.1
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Certification of the Company’s Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended September 30, 2011.
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+32.1
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Certification of the Company’s Principal Executive Officer and Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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++101.INS
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XBRL Instance Document
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++101.SCH
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XBRL Taxonomy Extension Schema
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++101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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++101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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||
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++101.LAB
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XBRL Taxonomy Extension Label Linkbase
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||
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++101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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*
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Filed as an exhibit to the Company’s Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on July 20, 2007, and incorporated herein by this reference.
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**
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Filed as an Exhibit to the Company's Form 8-K Filed with the Securities and Exchange Commission on May 6, 2011.
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|
| *** |
Filed as an Exhibit to the Company's Form 8-K Filed with the Securities and Exchange Commission on December 7, 2012.
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+
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In accordance with the SEC Release 33-8238, deemed being furnished and not filed. | |
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++
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Furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise not subject to liability under these sections.
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18
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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5V, INC.
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||
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Dated: January 15, 2013
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By:
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/s/ Jun Jiang
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Jun Jiang
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||
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President
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||
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Duly Authorized Officer
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||
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Principal Executive officer
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||
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Principal Financial and Accounting Officer
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||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Dated: January 15, 2013
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By:
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/s/ Jun Jiang
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Jun Jiang
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||
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President and Chairman
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||
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Principal Executive officer
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||
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Principal Financial and Accounting Officer
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Dated: January 15, 2013
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By:
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/s/ Xiong Wu
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Xiong Wu
|
||
|
Executive Vice President and Director
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19