Attached files
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
or
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: 000-50196
CNK GLOBAL INC.
(Exact name of registrant as specified in its charter)
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Florida
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52-2177342
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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16 Okin Dong Cheongro Gu
Seoul, South Korea
(Address of principal executive offices)
8210-9406-8116
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock
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 þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes o No þ
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 require to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ 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 (of for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the 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. þ
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.
Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ No o
As of June 30, 2012, the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, was $162,294,320.
As of March 28, 2013, the registrant’s outstanding common stock consisted of 47,391,449 shares.
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None
EXPLANATORY NOTE
This sole purpose of this Amendment No. 2 to the annual report on Form 10-K (the “Form 10-K”) of CNK Global Inc. for the year ended December 31, 2012, filed with the Securities and Exchange Commission on March 28, 2013, is to refile “Item 8. Financial Statements and Supplementary Data” in its entirety to include an amended report of the registrant’s independent registered public accounting firm that corrects certain formatting issues in the original report.
No other changes have been made to the Form 10-K. This Amendment No. 2 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way any related disclosures made in the Form 10-K.
1
CNK Global Inc. (formerly American Life Holding Company, Inc.)
Financial Statements as of December 31, 2012
Financial Statement Index
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Report of Independent Registered Public Accounting Firm
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F–1
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Balance Sheets
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F–2
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Statements of Operations
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F–3
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Statements of Cash Flows
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F–4
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Statement of Changes in Stockholders’ Equity
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F–5
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Notes to Financial Statements
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F–6
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2
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of
CNK Global Inc.
We have audited the accompanying balance sheets of CNK Global Inc. as of December 31, 2012 and 2011, and the related statements of operations, changes in stockholders’ equity (deficit) and cash flows for the years then ended. 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of CNK Global Inc. as of December 31, 2012 and 2011, and the results of its operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles.
As discussed in Note 2 to the financial statements, the Company’s lack of cash, losses, negative working capital, and shareholders’ deficit raise substantial doubt about its ability to continue as a going concern. The 2012 financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Henderson, Hutcherson & McCullough, PLLC
Chattanooga, Tennessee
March 27, 2013
F-1
CNK Global Inc. (formerly American Life Holding Company, Inc.)
Balance Sheets
December 31, 2012 and 2011
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December 31,
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December 31,
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|||||||
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2012
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2011
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|||||||
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ASSETS
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||||||||
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Current assets
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||||||||
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Cash
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$
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-
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$
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-
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||||
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Trust account
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430
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41,787
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||||||
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Total current assets
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430
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41,787
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||||||
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TOTAL ASSETS
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$
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430
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$
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41,787
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LIABILITIES AND STOCKHOLDERS' EQUITY
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||||||||
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Current liabilities
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||||||||
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Accounts payable
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$
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7,810
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$
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1,978
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||||
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Due to stockholder
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57,979
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8,021
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Total current liabilities
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65,789
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9,999
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Stockholders' equity (deficit)
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Common stock, $.001 Par Value, 100,000,000 shares authorized, 47,391,449 shares outstanding
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47,392
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47,392
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Additional paid in capital
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3,284,909
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3,284,909
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Accumulated deficit
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(3,397,660
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)
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(3,300,513
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)
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Total stockholders' equity (deficit)
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(65,359
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)
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31,788
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|||||
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
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$
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430
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$
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41,787
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||||
The accompanying notes are an integral part of the financial statements.
F-2
CNK Global Inc. (formerly American Life Holding Company, Inc.)
Statements of Operations
For the Years Ended December 31, 2012 and 2011
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Year ended
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||||||||
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December 31,
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||||||||
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2012
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2011
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Income
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$
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-
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$
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-
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||||
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Expenses:
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||||||||
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General & administrative expense
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91,237
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127,086
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Consulting fees
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5,910
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45,721
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Total operating expenses
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97,147
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172,807
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Net loss
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$
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(97,147
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)
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$
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(172,807
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)
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Basic and diluted loss per share
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$
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(0.00
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)
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$
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(0.01
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)
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Weighted average shares outstanding
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47,391,449
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23,569,531
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||||||
The accompanying notes are an integral part of the financial statements.
F-3
CNK Global Inc. (formerly American Life Holding Company, Inc.)
Statement of Changes in Stockholders' Equity
For the Years Ended December 31, 2012 and 2011
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Additional
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Stock
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|||||||||||||||||||||||
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Common Stock
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Paid-in
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Subscription
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Accumulated
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|||||||||||||||||||||
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Shares
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Amount
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Capital
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Received
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Deficit
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Total
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|||||||||||||||||||
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Balance December 31, 2010
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391,449
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$
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392
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$
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3,082,809
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$
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-
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$
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(3,127,706
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)
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$
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(44,505
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)
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Stock subscriptions received
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-
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-
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-
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249,100
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-
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249,100
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||||||||||||||||||
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Stock issued
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47,000,000
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47,000
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202,100
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(249,100
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)
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-
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-
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Net loss 2011
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-
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-
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-
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-
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(172,807
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)
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(172,807
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)
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Balance December 30, 2011
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47,391,449
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47,392
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3,284,909
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-
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(3,300,513
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)
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31,788
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|||||||||||||||||
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Net loss 2012
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-
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-
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-
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-
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(97,147
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)
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(97,147
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)
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||||||||||||||||
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Balance December 31, 2012
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47,391,449
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$
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47,392
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$
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3,284,909
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$
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-
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$
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(3,397,660
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)
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$
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(65,359
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)
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|||||||||||
The accompanying notes are an integral part of the financial statements.
F-4
CNK Global Inc. (formerly American Life Holding Company, Inc.)
Statements of Cash Flows
For the Years Ended December 31, 2012 and 2011
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December 31,
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||||||||
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2012
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2011
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|||||||
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Net loss
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$
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(97,147
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)
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$
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(172,807
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)
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OPERATING ACTIVITIES
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||||||||
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(Increase) decrease in trust account
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41,357
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(41,787
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)
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Increase (decrease) in accounts payable
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5,832
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(12,353
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)
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Net cash from operating activities
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(49,958
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)
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(226,947
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)
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FINANCING ACTIVITIES
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Sale of 47,000,000 shares of common stock
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-
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249,100
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||||||
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Payment of notes payable
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-
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(30,333
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)
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|||||
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Due to stockholder
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49,958
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8,021
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||||||
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Net cash from financing activities
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49,958
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226,788
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Change in cash and cash equivalents
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-
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(159
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)
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|||||
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Cash and cash equivalents, beginning of the year
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-
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159
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||||||
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Cash and cash equivalents, end of the year
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$
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-
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$
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-
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||||
The accompanying notes are an integral part of the financial statements.
F-5
CNK Global Inc. (formerly American Life Holding Company, Inc.)
Notes to Financial Statements
December 31, 2012 and 2011
NOTE 1 – BASIS OF PRESENTATION
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. In the opinion of management all adjustments considered necessary for a fair presentation have been included. As a result of the discontinuation and dissolution of the Company’s subsidiary, the Company currently has no operations and is considered a “shell company” under Federal securities laws. The company intends to acquire assets or shares of an entity actively engaged in a business generating revenues in exchange for the Company’s securities. Prior to April 16, 2012, the Company’s name was American Life Holding Company, Inc. On April 16, 2012, the name was changed to CNK Global Inc.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents
The Company considers cash on hand, deposits in banks, certificates of deposit and investments with original maturities of three months or less to be cash and cash equivalents.
Income Taxes
The Company accounts for income taxes under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 740 “Income Taxes”. Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.
Income Per Share
Basic income per share is calculated as income available to common shareholders divided by the weighted average number of common shares outstanding during the period. Diluted income per share is calculated using the “if converted” method for convertible securities and the “treasury stock” method for options and warrants. For the years ended December 31, 2012 and 2011 all securities convertible into common shares were anti-dilutive.
Estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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.
Going Concern
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet identified ongoing operations and is considered a “shell” company. The lack of cash, losses, negative working capital, and shareholders deficit raise substantial doubt about its ability to continue as a going concern.
In order to continue as a going concern, the Company will need, among other things, capital resources. Management plans to identify an industry in which to invest and begin operating within this “shell” company. Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually obtain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the company is unable to continue as a going concern.
F-6
NOTE 3 – TRUST ACCOUNT
The trust account consists of funds that have been deposited into the corporate attorney’s escrow account to be used for the benefit of paying certain professional fees the Company may incur. These funds have been contributed by the stockholders and have been accounted for as Due to Stockholder.
NOTE 4 – NEW ACCOUNTING PRONOUNCEMENTS
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position, or cash flow.
NOTE 5 – STATEMENT OF CASH FLOWS SUPPLEMENTARY DISCLOSURE
No interest or income taxes were paid during the years ended December 31, 2012 and 2011.
NOTE 6 – DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair value of financial instrument for which it is practicable to estimate value. Cash is carried at cost, which is a reasonable estimate of fair value.
NOTE 7 – INCOME TAXES
Income tax benefit (expense) attributable to income (loss) before income taxes differed from the amounts computed by applying the United States of America federal tax rate of 34% to income (loss) before income taxes as a result of the following:
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2012
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2011
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|||||||
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Computed expected income tax benefit
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$ | 33,030 | $ | 58,754 | ||||
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Valuation allowance
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(33,030 | ) | (58,754 | ) | ||||
| $ | - | $ | - | |||||
Deferred taxes are determined between the financial statement and tax bases of assets and liabilities as measured by the enacted tax rates, which are expected to be in effect when these differences reverse.
Management continuously estimates the realizability of its deferred tax assets based on its assessment of the sufficiency of future revenue streams. Due to the “shell” status of the Company, future revenue streams are uncertain. Additionally, the IRS imposes limitations on the use of loss carry forwards if the Company incurs a change in control.
F-7
NOTE 8 – UNCERTAIN TAX POSITIONS
The Company has not complied with United States (U.S.) Federal and State tax compliance requirements as it relates to filing Federal and State tax returns, Federal Report of Foreign Bank and Financial Accounts and the Information Return of a 25% Foreign-Owned U.S. Corporation for the year ending December 31, 2011. Penalties for non-compliance may be material.
There are no other known tax positions that, if challenged, would have a material effect on the financial statements for the years ended December 31, 2012 and 2011, or during the prior three years applicable under FASB ASC 740. The Company did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of accumulated deficit on the balance sheet.
NOTE 9 – DUE TO STOCKHOLDER
This represents advances by the majority stockholder to pay for certain professional fees and administrative expenses on behalf of the Company.
NOTE 10 – STOCKHOLDERS’ EQUITY
The Company’s authorized capital stock consists of 100,000,000 shares of common stock, $.001 par value per share, of which 47,391,449 shares are issued and outstanding and 5,000,000 shares of preferred stock, $.001 par value per share, of which no shares are designated.
The Company has outstanding warrants to employees and non-employees allowing the purchase of stock at a price of $10.00 per share. None of the 49,500 non-employee warrants in 2012 or the 49,500 non-employee warrants in 2011, all of whose exercise price exceeded market value as of the date of the grant, have been exercised.
Information regarding the warrants for the years ended December 31, 2012 and 2011 is as follows:
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2012
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2011
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|||||||||||||||
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Weighted Average
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Weighted Average
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|||||||||||||||
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Shares
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Exercise Price
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Shares
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Exercise Price
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|||||||||||||
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Options/warrants outstanding, beginning of year
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49,500 | $ | 10.00 | 49,500 | $ | 10.00 | ||||||||||
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Options/warrants cancelled
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n/a | n/a | ||||||||||||||
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Options/warrants exercised
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- | n/a | - | n/a | ||||||||||||
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Options/warrants granted
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- | n/a | - | n/a | ||||||||||||
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Options/warrants outstanding, December 31
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49,500 | $ | 10.00 | 49,500 | $ | 10.00 | ||||||||||
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Options/warrants exercisable, December 31
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49,500 | $ | 10.00 | 49,500 | $ | 10.00 | ||||||||||
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2012
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2011
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|||||||
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Option/warrant price range, December 31
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$ | 10.00 | $ | 10.00 | ||||
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Option/warrant price range, exercised shares
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n/a | n/a | ||||||
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Options/warrants available for grant at end of year
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- | - | ||||||
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Weighted average fair value of options /warrants granted during the year
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n/a | n/a | ||||||
In July 2011, the Company completed a private placement of 47,000,000 common shares.
NOTE 11 – SUBSEQUENT EVENTS
Management has evaluated events and transactions subsequent to the balance sheet date through the date of this filing for potential recognition or disclosure in the financial statements. Management has not identified any items requiring recognition or disclosure.
F-8
EXHIBIT INDEX
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Exhibit Number
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Exhibit Description
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101.INS
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XBRL Instance Document (1)
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101.SCH
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XBRL Taxonomy Extension Schema (1)
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase (1)
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase (1)
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101.LAB
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XBRL Taxonomy Extension Label Linkbase (1)
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101.PRE
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XBRL Taxonomy Presentation Linkbase (1)
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(1)
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Included as an exhibit to Amendment No. 1 to the registrant’s annual report on Form 10-K/A for the fiscal year ended December 31, 2012, filed with the Securities and Exchange Commission on May 1, 2013.
|
3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Date: May 8, 2013
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CNK Global Inc.
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|
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By:
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/s/ Rakgu Kim
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|
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Rakgu Kim
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||
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Chief Financial Officer, Director
|
||
Pursuant to the requirements of the Exchange Act, 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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SIGNATURE
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TITLE
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DATE
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||
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/s/ Deukgyun Oh
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President, Chief Executive Officer,
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May 8, 2013
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||
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Deukgyun Oh
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Chief Financial Officer, Secretary, Treasurer, Director | |||
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/s/ Rakgu Kim
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Chief Financial Officer, Director
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May 8, 2013
|
||
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Rakgu Kim
|
4