Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10Q
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(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2014
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT
For the transition period from __________ to ___________
Commission file number: 000-21477
JV GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 27-0514566
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(State of Incorporation) (IRS Employer ID Number)
7609 Ralston Road, Arvada, CO 80002
-----------------------------------
(Address of principal executive offices)
303-422-8127
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(Registrant's Telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to the filing requirements for
the past 90 days. Yes [X] No [ ]
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 for Regulation S-T (ss.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 [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated file, 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 [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Indicate the number of share outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of May 20, 2014, there were 98,879,655 shares of the registrant's common
stock issued and outstanding.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) Page
----
Consolidated Balance Sheets - March 31, 2013 and
June 30, 2012 F-1
Consolidated Statements of Operations -
For Three and Nine Months Ended March 31, 2013
and 2012 F-2
Consolidated Statements of Cash Flows -
For the Nine Months Ended March 31, 2013
and 2012 F-3
Consolidated Statement of Stockholders' Deficit
For the Nin e Months Ended March 31, 2014 and 2013 F-4
Notes to the Consolidated Financial Statements F-5 - F-10
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk
- Not Applicable 13
Item 4. Controls and Procedures 13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings -Not Applicable 13
Item 1A. Risk Factors - Not Applicable 13
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 13
-Not Applicable
Item 3. Defaults Upon Senior Securities - Not Applicable 13
Item 4. Mine Safety Disclosures - Not Applicable 13
Item 5. Other Information - Not Applicable 14
Item 6. Exhibits 14
SIGNATURES 15
JV GROUP, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the Nine Months Ended March 31, 2014 and 2013
(Amounts in USD)
(Unaudited)
PART I
ITEM 1. FINANCIAL STATEMENTS
JV GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in USD)
(Unaudited)
March 31, June 30,
2014 2013
-----------------------------
ASSETS
Current assets
Cash and cash equivalents $ 34,611 $ 4,774
Prepaid expenses and other current assets 46,962 56,517
-----------------------------
Total current assets 81,573 61,291
Property and equipment, net of $536,754 and $439,455
accumulated depreciation, respectively 225,140 317,756
-----------------------------
Intangible assets, net of $303,138 and $277,486
accumulated amortization, respectively 17,102 42,721
-----------------------------
Total assets $ 323,815 $ 421,768
=============================
LIABILITIES & STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable $ 121,601 99,561
Accrued liabilities 18,136 5,307
Prepayments, clients 156,663 106,617
Notes payable 452,790 452,439
Advances, related parties 1,096,786 984,600
-----------------------------
Total current liabilities 1,845,976 1,648,524
Total liabilities 1,845,976 1,648,524
-----------------------------
Stockholders' deficit
Preferred stock, $0.01 par value: 25,000,000 shares authorized, no shares - -
issued and outstanding.
Common stock, $0.01 par value: 1,000,000,000 shares authorized 988,797 988,797
98,879,655 shares issued and outstanding at
December 31, 2013 and June 30, 2013
Other comprehensive income 4,832 5,792
Accumulated deficit (2,515,790) (2,221,345)
-----------------------------
Total stockholders' deficit (1,522,161) (1,226,756)
-----------------------------
Total liabilities and stockholders' deficit $ 323,815 $ 421,768
=============================
See accompanying notes to consolidated financial statements.
F-1
JV GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2014 AND 2013
(Amounts in US Dollars)
(Unaudited)
Three Months Ended Nine Months Ended
March 31, March 31,
2014 2013 2014 2013
--------------------------------- ----------------------------
Revenue $ 137,208 $ 164,077 $ 447,091 $ 515,740
Cost of revenue 21,888 20,596 61,984 60,829
--------------------------------- ----------------------------
Gross profit 115,320 143,481 385,107 454,911
Operating expenses
General and administrative 73,518 78,157 277,016 293,448
Rent and rates 74,305 112,283 274,258 336,539
Amortization 8,551 8,551 25,652 80,114
Depreciation 34,653 34,310 103,553 117,906
--------------------------------- ----------------------------
Total operating expenses 191,027 233,301 680,479 828,007
--------------------------------- ----------------------------
Loss from operations (75,707) (89,820) (295,372) (373,096)
Other income (expense)
Interest and other income - - 1,935 -
Other expense (137) - (1,008) -
--------------------------------- ----------------------------
Total other income (expense) (137) - 927 -
--------------------------------- ----------------------------
Net loss $ (75,844) $ (89,820) $ (294,445) $ (373,096)
================================= ============================
Other comprehensive income
Foreign currency translation adjustment 36 2,410 960 1,734
--------------------------------- ----------------------------
Total comprehensive loss $ (75,808) $ (87,410) $ (293,485) $ (371,362)
================================= ============================
Loss per common share- basic: $ (0.00) (0.00) $ (0.00) (0.00)
================================= ============================
Weighted average common shares outstanding:
Basic 98,879,655 98,879,655 98,879,655 98,879,655
================================= ============================
See accompanying notes to consolidated financial statements.
F-2
JV GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
FOR THE NINE MONTHS ENDED MARCH 31, 2014 and 2013
(Amounts in USD)
(Unaudited)
Accumulated
Common Stock Accumulated Comprehensive
Shares Amount Deficit Profit / (Loss) Total
----------------- ----------- ----------------- ----------------- ----------------
Balance, June 30, 2013 98,879,655 $ 988,797 $ (2,221,345) $ 5,792 $ (1,226,756)
Foreign currency translation - - - (960) (960)
Net loss - - (294,445) - (294,445)
----------------- ----------- ----------------- ----------------- ----------------
Balance, September 30, 2013 98,879,655 $ 988,797 $ (2,515,790) $ 4,832 $ (1,522,161)
================= =========== ================= ================= ================
See accompanying notes to consolidated financial statements.
F-3
JV GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED MARCH 31, 2014 amd 2013
(Amounts in USD)
(Unaudited)
2014 2013
---------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (294,445) $ (373,096)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation 103,553 117,906
Amortization 25,652 80,114
Loss on Disposal of assets 872 280
Changes in operating assets and liabilities:
Prepaid expenses and other current assets 9,555 429
Accounts payable and accrued liabilities 34,869 29,795
Prepayments from clients 50,046 33,747
---------------------------------
Total cash flow used in operating activities (69,898) (110,825)
CASH FLOW FROM INVESTING ACTIVITIES
Acquisition of assets (11,777) (5,907)
-
---------------------------------
Total cash flow used in investing activities (11,777) (5,907)
CASH FLOW FROM FINANCING ACTIVITIES
Advances from officers and directors 122,248 168,835
Payments on advances from officers and directors (10,062) (35,359)
---------------------------------
Total cash flow provided by financing activities 112,186 133,476
Effect of exchange rate changes (674) 635
---------------------------------
NET CHANGE IN CASH 29,837 17,379
CASH AT BEGINNING OF PERIOD 4,774 10,407
---------------------------------
CASH AT END OF PERIOD $ 34,611 $ 27,786
=================================
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION
Cash paid for interest $ - $ -
---------------------------------
Cash paid for income tax $ - $ -
---------------------------------
See accompanying notes to consolidated financial statements.
F-4
JV GROUP, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the Nine Months Ended march 31, 2014 and 2013
(Amounts in USD)
(Unaudited)
NOTE 1 - BUSINESS AND BASIS OF PRESENTATION
Company History
ASPI, Inc. ("APSI") was formed in Delaware in September 29, 2008. On April 25,
2012, ASPI filed an amendment to its Certificate of Incorporation to change its
name from ASPI, Inc. to JV Group, Inc. ("JV Group.") In addition, at that time,
JV Group increased the number of authorized common shares from One Hundred
Million (100,000,000) shares to One Billion (1,000,000,000) shares.
Business
JV Group operates primarily as an office service provider through its
wholly-owned subsidiary, Prestige Prime Office, Limited ("Prestige"). Prestige
provides office space that is fully furnished, equipped and staffed, located at
premier addresses in central business districts with convenient access to
airport or public transportation. Services include advanced communication
systems, network access, updated IT, and world-class administrative support, as
well as a full menu of business services and facilities, such as meeting rooms
and video conferencing.
Basis of Presentation
The accompanying consolidated financial statements include the accounts of JV
Group, Inc., a Delaware corporation, its wholly-owned subsidiaries, Mega Action
Limited ("Mega"), a British Virgin Island Corporation, and Prestige, a Hong Kong
Special Administrative Region Corporation (JV Group and its subsidiaries are
collectively referred to as the "Company"). All significant intercompany
accounts and transactions have been eliminated in consolidation.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting periods. Actual results could differ from those
estimates.
Judgments and estimates of uncertainties are required in applying the Company's
accounting policies in certain areas. The following are some of the areas
requiring significant judgments and estimates: a) Going concern; and b)
Depreciable life for property, plant and equipment and intangible assets. The
relevant amounts could be adjusted in the near term if experience differs from
current estimates.
Cash and Cash Equivalents
The Company considers all liquid investments purchased with an initial maturity
of three months or less to be cash equivalents. Cash and cash equivalents
include demand deposits and money market funds carried at cost which
approximates fair value. The Company maintains its cash in institutions insured
by the Federal Deposit Insurance Corporation ("FDIC").
F-5
JV GROUP, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the Nine Months Ended march 31, 2014 and 2013
(Amounts in USD)
(Unaudited)
Foreign Currency Translation
The financial statements of JV Group's wholly-owned subsidiaries, Prestige and
Mega are measured using the local currency (the Hong Kong Dollar (HK$) is the
functional currency). Assets and liabilities of Prestige and Mega are translated
at exchange rates as of the balance sheet date. Revenues and expenses are
translated at average rates of exchange in effect during the period. The
resulting cumulative translation adjustments have been recorded as a component
of comprehensive income (loss), included as a separate item in the statement of
operations.
The Company is exposed to movements in foreign currency exchange rates. In
addition, the Company is subject to risks including adverse developments in the
foreign political and economic environment, trade barriers, managing foreign
operations, and potentially adverse tax consequences. There can be no assurance
that any of these factors will not have a material negative impact on the
Company's financial condition or results of operations in the future.
Fair Value of Financial Instruments
Fair value is defined as the price that would be received upon sale of an asset
or paid upon transfer of a liability in an orderly transaction between market
participants at the measurement date and in the principal or most advantageous
market for that asset or liability. The fair value should be calculated based on
assumptions that market participants would use in pricing the asset or
liability, not on assumptions specific to the entity. In addition, the fair
value of liabilities should include consideration of non-performance risk
including our own credit risk.
In addition to defining fair value, the standard expands the disclosure
requirements around fair value and establishes a fair value hierarchy for
valuation inputs. The hierarchy prioritizes the inputs into three levels based
on the extent to which inputs used in measuring fair value are observable in the
market. Each fair value measurement is reported in one of the three levels which
is determined by the lowest level input that is significant to the fair value
measurement in its entirety. These levels are:
Level 1 - inputs are based upon unadjusted quoted prices for identical
instruments traded in active markets.
Level 2 - inputs are based upon significant observable inputs other
than quoted prices included in Level 1, such as quoted prices for
identical or similar instruments in markets that are not active, and
model-based valuation techniques for which all significant assumptions
are observable in the market or can be corroborated by observable
market data for substantially the full term of the assets or
liabilities.
Level 3 - inputs are generally unobservable and typically reflect
management's estimates of assumptions that market participants would
use in pricing the asset or liability. The fair values are therefore
determined using model-based techniques that include option pricing
models, discounted cash flow models, and similar techniques.
The carrying value of the Company's financial assets and liabilities which
consist of cash, accounts payable, and advances from related parties in
management's opinion approximate their fair value due to the short maturity of
F-6
JV GROUP, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the Nine Months Ended march 31, 2014 and 2013
(Amounts in USD)
(Unaudited)
such instruments. These financial assets and liabilities are valued using Level
3 inputs, except for cash which is at Level 1. Unless otherwise noted, it is
management's opinion that the Company is not exposed to significant interest,
exchange, or credit risks arising from these financial instruments.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation.
Depreciation is computed principally on the straight-line method over the
estimated useful life of each type of asset which ranges from three to five
years. Major improvements are capitalized, while expenditures for repairs and
maintenance are expensed when incurred. Upon retirement or disposition, the
related costs and accumulated depreciation are removed from the accounts, and
any resulting gains or losses are credited or charged to income.
Intangible Asset
On September 8, 2011, the Company entered into an Agreement to purchase certain
leaseholds and as a result recognized certain intangibles, such as customer
lists. These intangible assets are being amortized over a weighted average
period of 1.7 years at a rate of HK$1,953,870 per year. At March 31, 2014,
accumulated amortization was translated to equal US$303,138 and amortization
expense for the nine months ended March 31, 2014 was US$25,652 (US$8,551 for the
three months ended March 31, 2014).
Revenue Recognition
The Company recognizes revenue when it is earned and expenses are recognized
when they occur in accordance with FASB ASC 605 "Revenue Recognition" ("ASC
605"). The Company recognizes revenue from its office service operations.
Clients pay a monthly fee and such fees are recognized at that time.
Advertising
The Company put advertisements on local newspaper and the internet in order to
attract potential customers. It is recognized as expense when it occurs. The
Company paid $10,348 and $11,942 as advertising cost for the nine months ended
March 31, 2014 and 2013, respectively ($3,577 and $3,830 for the three months
ended March 31, 2013 and 2012, respectively).
Net Loss per Common Share
Basic net loss per common share is calculated by dividing total net loss
applicable to common shares by the weighted average number of common and common
equivalent shares outstanding during the period. For the three and nine months
ended March 31, 2014 and 2013, there were no potential common equivalent shares
used in the calculation of weighted average common shares outstanding as the
effect would be anti-dilutive.
Impairment of Long Lived Assets
Long-lived assets are reviewed for impairment in accordance with the applicable
FASB standard, "Accounting for the Impairment or Disposal of Long- Lived
Assets". Under the standard, long-lived assets are tested for recoverability
whenever events or changes in circumstances indicate that their carrying amounts
may not be recoverable. An impairment charge is recognized for the amount, if
any, when the carrying value of the asset exceeds the fair value.
F-7
JV GROUP, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the Nine Months Ended march 31, 2014 and 2013
(Amounts in USD)
(Unaudited)
Stock-Based Compensation
Beginning January 1, 2006, the Company adopted the provisions of and accounts
for stock-based compensation using an estimate of value in accordance with the
fair value method. Under the fair value recognition provisions of this
statement, stock-based compensation cost is measured at the grant date based on
the fair value of the award and is recognized as expense on a straight-line
basis over the requisite service period, which generally is the vesting period.
The Company elected the modified-prospective method, under which prior periods
are not revised for comparative purposes. The valuation method applies to new
grants and to grants that were outstanding as of the effective date and are
subsequently modified.
Other Comprehensive Income (Loss)
The Company recognizes unrealized gains and loss on the Company's foreign
currency translation adjustments as components of other comprehensive income
(loss).
Recent Accounting Pronouncements
There were various other accounting standards and interpretations issued in 2014
and 2013, none of which are expected to have a material impact on the Company's
financial position, operations, or cash flows.
NOTE 3 - GOING CONCERN
The Company's financial statements for the nine months ended March 31, 2014 and
2013 have been prepared on a going concern basis, which contemplates the
realization of assets and the settlement of liabilities and commitments in the
normal course of business. The Company reported a net loss of $294,445 for the
nine months ended March 31, 2014 and an accumulated deficit of $2,515,790 at
March 31, 2014. At March 31, 2014, the Company had total current assets of
$81,573 and total current liabilities of $1,845,976 for a working capital
deficit of $1,764,403.
The Company's ability to continue as a going concern may be dependent on the
success of management's plan discussed below. The financial statements do not
include any adjustments relating to the recoverability and classification of
assets or the amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.
To the extent the Company's operations are not sufficient to fund the Company's
capital requirements, the Company may attempt to enter into a revolving loan
agreement with financial institutions or attempt to raise capital through the
sale of additional capital stock or through the issuance of debt. At the present
time, the Company does not have a revolving loan agreement with any financial
institution nor can the Company provide any assurance that it will be able to
enter into any such agreement in the future or be able to raise funds through
the further issuance of debt or equity in the Company.
During the 2014 fiscal year, the Company intends to continue its efforts in
growing its office service operations.
F-8
JV GROUP, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the Nine Months Ended march 31, 2014 and 2013
(Amounts in USD)
(Unaudited)
NOTE 4 - PROPERTY AND EQUIPMENT
At March 31, 2014 and June 30, 2013, Property and Equipment consisted of:
March 31, June 30,
2014 2013
-------------------- ---------------------
Furniture and Fixtures $ 598,782 $ 593,536
Office Equipment 138,410 138,284
Computer Equipment 24,701 25,391
-------------------- ---------------------
761,894 757,211
Accumulated Depreciation (536,754) (439,455)
-------------------- ---------------------
Total $ 225,140 $ 317,756
==================== =====================
Property and equipment held by Prestige have an original cost basis valued in
Hong Kong Dollars. During the nine months ended March 31, 2014, computer
equipment and office equipment increased by $11,777 due to the purchases of
equipment, during the same period, Prestige disposed of computer and office
equipment at a loss of $872. Other changes in value are a result of foreign
currency exchange differences. During the nine months ended March 31, 2014 and
2013, depreciation expense was $103,553 and $117,906 ($34,653 and $34,310 for
the three months ended March 31, 2014 and 2013 respectively.)
NOTE 5 - ADVANCES, RELATED PARTIES
On September 8, 2011, the Company entered into an Agreement to purchase certain
leaseholds from an unrelated third party in exchange for 25,000,000 of shares of
the Company's restricted common stock and a $450,000 promissory note. The
$450,000 promissory note has a term of six months and therefore became due on
March 1, 2012. The promissory note does not accrue interest. At March 31, 2014,
the promissory note is still outstanding and includes an additional $2,790 to
account for exchange rate differences. The note is now considered in default
status however the creditor has made no demands for repayment.
During the nine months ended March 31, 2014 and March 31, 2013, Mr. Hung, the
manager of Prestige and the majority shareholder of the Company, advanced funds
of $90,171 and $127,065 respectively, to support the operations of Prestige.
During the nine months ended March 31, 2014 and March 31, 2013, the company paid
Mr. Hung $10,062 and $6,450 respectively, of the funds owed. The Company owes
him $934,648 and $853,876 as of March 31, 2014 and June 30, 2013, respectively.
Such funds are unsecured, bear no interest, and are due on demand.
During the nine months ended March 31, 2014 and March 31, 2013, Ms. Look, an
officer and director of the Company and manager of Mega, advanced additional
funds of $27,567 and $41,770 respectively to both the Company and its subsidiary
Mega. She is owed $162,138 and $130,724 as of March 31, 2013 and June 30, 2013,
respectively. Such funds are unsecured, bear no interest, and are due on demand.
F-9
JV GROUP, INC. AND SUBSIDIARIES
Notes to the Consolidated Financial Statements
For the Nine Months Ended march 31, 2014 and 2013
(Amounts in USD)
(Unaudited)
NOTE 6 - PREPAYMENTS, CLIENTS
Clients pay a deposit on the Company's provided services upon entering into a
lease agreement with the Company. These deposits are recognized by the Company
as a corresponding liability. At March 31, 2014 and June 30, 2013, the Company
had $156,663 and $106,617, respectively in prepayment liabilities.
NOTE 7 - COMMITMENTS AND CONTINGENCIES
Prestige operates from Silvercord, No.30 Canton Road, Tsimshatsui, which is a
premier commercial building in Hong Kong. The center is located on two floors
and occupies approximately 10,000 square feet. We paid $ 274,258 and $336,539
for the lease of our center for the nine months ended March 31, 2014 and 2013,
respectively. The Company's minimum annual rent rate for the following two years
are:
Fiscal Year Ended
June 30, Annual Rent
-------- -----------
2014 $158,286
2015 $247,083
NOTE 8 - STOCKHOLDERS' DEFICIT
The authorized capital stock of the Company is 1,000,000,000 shares of common
stock with a $0.01 par value and 25,000,000 shares of preferred stock with a par
value of $0.01 per share. At March 31, 2014 and June 30, 2013, the Company had
98,879,655 shares of its common stock issued and outstanding and no shares of
preferred stock issued and outstanding.
During the nine months ended March 31, 2014 and March 31, 2013, the Company did
not issue any shares of its common stock.
NOTE 9 - SUBSEQUENT EVENTS
The Company has evaluated it activities subsequent to the nine months ended
March 31, 2014 through May 19, 2014 and found no reportable subsequent events.
F-10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with our unaudited
financial statements and notes thereto included herein. In connection with, and
because we desire to take advantage of, the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, we caution readers regarding
certain forward looking statements in the following discussion and elsewhere in
this report and in any other statement made by, or on our behalf, whether or not
in future filings with the Securities and Exchange Commission. Forward-looking
statements are statements not based on historical information and which relate
to future operations, strategies, financial results or other developments.
Forward looking statements are necessarily based upon estimates and assumptions
that are inherently subject to significant business, economic and competitive
uncertainties and contingencies, many of which are beyond our control and many
of which, with respect to future business decisions, are subject to change.
These uncertainties and contingencies can affect actual results and could cause
actual results to differ materially from those expressed in any forward looking
statements made by, or on our behalf. We disclaim any obligation to update
forward-looking statements.
The independent registered public accounting firm's report on the Company's
consolidated financial statements as of June 30, 2013, and for each of the years
in the two-year period then ended, includes a "going concern" explanatory
paragraph, that describes substantial doubt about the Company's ability to
continue as a going concern.
PLAN OF OPERATIONS
JV Group's strategy is to be a service office provider in the Far East through
its wholly-owned subsidiary, Prestige Prime Office Ltd. in Hong Kong.
The office space provided is fully furnished, equipped and staffed, located at
premier addresses in central business districts with convenient access to
airports or public transportation. Services include advanced communication
system, network access, updated IT, and world-class administrative support, as
well as a full menu of business services and facilities, such as meeting rooms
and video conferencing.
Prestige intends to provide services that will support the growing trend of
mobile and at home working. Supporting workers at home and on the road with
services such as Virtual Office and Virtual PA, providing dedicated business
addresses as their business base, as well as mail and call handling services.
The Company will need substantial additional capital to support its budget. The
Company has had minimal revenues. The Company has no committed source for any
funds as of date hereof. In the event funds cannot be raised when needed, the
Company may not be able to carry out its business plan, may never achieve sales
or royalty income, and could fail in business as a result of these
uncertainties.
The Company may borrow money to finance its future operations, although it does
not currently contemplate doing so. Any such borrowing will increase the risk of
loss to the investor in the event the Company is unsuccessful in repaying such
loans.
The independent registered public accounting firm's report on the Company's
financial statements as of June 30, 2013, and for each of the years in the
two-year period then ended, includes a "going concern" explanatory paragraph,
that describes substantial doubt about the Company's ability to continue as a
going concern.
11
RESULTS OF OPERATIONS
For the Three Months Ended March 31, 2014 Compared to the Three Months Ended
March 31, 2013
During the three months ended March 31, 2014 and 2013, we recognized revenues of
$137,208 and $164,077 from our service office operations. The decrease of
$26,869 is a result of the fluctuation in clients. During the three months ended
March 31, 2014 and 2013, we incurred cost of revenues of $21,888 and $20,596,
respectively. During the three months ended March 31, 2014 and 2013, we
recognized resulting gross profits of $115,320 and $143,481, respectively. The
resulting decrease in gross profits is a result of the decrease in revenues.
During the three months ended March 31, 2014, we incurred operational expenses
of $191,027. During the three months ended March 31, 2013, we incurred
incurred $233,301 in operational expenses. The decrease of $42,274 was a result
of a increase of $343 in depreciation expense, a decrease of $4,639 in general
general and administrative expenses and a $37,978 decrease in rents and rates
over the prior period.
During the three months ended March 31, 2014, we incurred a net loss of $75,844.
During the three months ended March 31, 2013, we incurred a net loss of $89,820.
The decrease of $13,976 was a result of the decrease of $26,869 in revenues
combined with a $42,274 decrease in operational expenses, as discussed above.
For the Nine Months Ended March 31, 2014 Compared to Nine Months Ended
March 31, 2013
During the nine months ended March 31, 2014 and 2013, we recognized revenues of
$447,091 and $515,740 from our service office operations. The decrease of
$68,649 is a result of the fluctuation in clients. During the nine months ended
March 31, 2014 and 2013, we incurred cost of revenues of $61,984 and $60,829,
respectively. During the nine months ended March 31, 2014 and 2013, we
recognized resulting gross profits of $385,107 and $454,911, respectively. The
resulting decrease in gross profits is a result of the decrease in revenues.
During the nine months ended March 31, 2014, we incurred operational expenses
of $680,479. During the nine months ended March 31, 2013, we incurred $828,007
in operational expenses. The decrease of $147,528 was a result of a decrease of
$68,815 in depreciation and amortization expense, a decrease of $16,432 in
general and administrative expenses and a $62,281 decrease in rents and rates
over the prior period.
During the nine months ended March 31, 2014, we incurred a net loss of $295,445.
During the nine months ended March 31, 2013, we incurred a net loss of $373,096.
The decrease of $77,651 was a result of the decrease of $68,649 in revenues
combined with a $147,528 decrease in operational expenses, as discussed above.
LIQUIDITY
At March 31, 2014, we had total current assets of $81,573 consisting of $34,611
in cash and cash equivalents and $46,962 in prepaid expenses and other assets.
At March 31, 2014, we had total liabilities of $1,845,976, all current. Total
liabilities included $121,601 in accounts payable, $18,136 in accrued
liabilities, $156,663 in client prepayments, $452,790 in note payables and
$1,096,786 in advances from related parties.
During the nine months ended March 31, 2014, we used funds of $69,898 in our
operational activities. During the nine months ended March 31, 2014, we
recognized a net loss of $294,445, which was adjusted for depreciation of
$103,553, amortization expense of $25,652 and loss on fixed assets written
12
off $872. During the nine months ended March 31, 2013, we used funds of
$110,825 in our operational activities. During the nine months ended March
31, 2013, we incurred a net loss of $373,096 which was adjusted for
depreciation of $117,906 and amortization expense of $80,114 and a loss of $280
on disposal of fixed assets.
During the nine months ended March 31, 2014, we used $11,777 to acquire
computer and office equipment. During the nine months ended March 31, 2013, we
used $5,907 to acquire computer equipment.
During the nine months ended March 31, 2014, we received $112,186 from our
financing activities. During the nine months ended March 31, 2013, we received
$133,476 from our financing activities.
During the years ended June 30, 2013 and 2012, Mr. Yeung Cheuk Hung, the manager
of Prestige and the majority shareholder of the Company, has advanced funds of
$181,105 and $363,524, respectively, to support the operations of Prestige.
During the year ended June 30, 2013, the Company paid Mr. Hung, $36,298 on the
funds owed. During the nine months ended March 31, 2014, Mr. Hung advanced
funds of $90,171 to the Company and the Company paid him $10,062. The Company
owes him $934,648 and $853,876 as of March 31, 2014 and June 30, 2013,
respectively. Such funds are unsecured, bear no interest, and are due on demand.
During the years ended June 30, 2013 and 2012, Ms. Look, an officer and director
of the Company and the manager of Mega, advanced funds of $50,916 and $65,727,
respectively to Mega to support operations. During the nine months ended March
31, 2014, Ms. Look advanced additional funds of $27,756. Ms. Look is owed
$162,138 and $130,724 as of March 31, 2014 and June 30, 2013, respectively. Such
funds are unsecured, bear no interest, and are due on demand.
Off-Balance Sheet Arrangements
We have no material off-balance sheet arrangements nor do we have any
unconsolidated subsidiaries.
Short Term
On a short-term basis, we generate limited revenues, which are not sufficient to
cover operations. Based on our limited operating history in the service office
industry, we will continue to have insufficient revenue to satisfy current and
recurring liabilities for the near future. For short term needs we will be
dependent on receipt, if any, of offering proceeds.
Capital Resources
We have only common stock as our capital resource.
We have no material commitments for capital expenditures within the next year,
substantial capital will be needed to pay for working capital.
Need for Additional Financing
We do not have capital sufficient to meet our cash needs. We will have to seek
loans or equity placements to cover such cash needs.
13
No commitments to provide additional funds have been made by our management or
other stockholders. Accordingly, there can be no assurance that any additional
funds will be available to us to allow it to cover our expenses as they may be
incurred.
ITEM 3. QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not Applicable
ITEM 4. CONTROLS AND PROCEDURES
Disclosures Controls and Procedures
We have adopted and maintain disclosure controls and procedures (as such term is
defined in Rules 13a 15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) that are designed to ensure that
information required to be disclosed in our reports under the Exchange Act, is
recorded, processed, summarized and reported within the time periods required
under the SEC's rules and forms and that the information is gathered and
communicated to our management, including our Chief Executive Officer (Principal
Executive Officer) and Chief Accounting Officer (Principal Financial Officer),
as appropriate, to allow for timely decisions regarding required disclosure. Our
Chief Executive Officer and Chief Financial Officer functions are performed by
one individual.
As required by SEC Rule 15d-15(b), our Chief Executive Office/Chief Accounting
Officer carried out an evaluation under the supervision and with the
participation of our management, of the effectiveness of the design and
operation of our disclosure controls and procedures pursuant to Exchange Act
Rule 15d-14 as of the end of the period covered by this report. Based on the
foregoing evaluation, our Chief Executive Officer/Chief Financial Officer has
concluded that our disclosure controls and procedures are effective in timely
alerting them to material information required to be included in our periodic
SEC filings and to ensure that information required to be disclosed in our
periodic SEC filings is accumulated and communicated to our management,
including our Chief Executive Officer/Chief Accounting Officer, to allow timely
decisions regarding required disclosure as a result of the potential deficiency
in our internal control over financial reporting.
Management's Quarterly Report on Internal Control over Financial Reporting.
With the participation of our Chief Executive Officer/Chief Accounting Officer,
we have evaluated the effectiveness of our disclosure controls and procedures
(as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended (the " Exchange Act ")), as of the end of the
period covered by this report. Based upon such evaluation, our Chief Executive
Officer/Chief Financial Officer have concluded that, as of the end of such
periods, our disclosure controls and procedures were effective in ensuring that
(i) information required to be disclosed by us in the reports that we file or
submit under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Securities and Exchange Commission's
rules and forms and (ii) information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is accumulated and
communicated to our management, including our principal executive and principal
financial officers, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
14
There was no change in our internal control over financial reporting that
occurred during the fiscal quarter ended December 31, 2013, that has materially
affected, or is reasonably likely to materially affect, our internal control
over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
Not Applicable to Smaller Reporting Companies.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The Company did not make any unregistered sales of its securities from January
1, 2013 through March 31, 2014.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5. OTHER INFORMATION
None.
15
ITEM 6. EXHIBITS
Exhibits. The following is a complete list of exhibits filed as part of this
Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of
Item 601 of Regulation S-K.
Exhibit 31.1 Certification of Chief Executive and Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley
Act
Exhibit 32.1 Certification of Principal Executive and Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley
Act
Exhibit 101.INS XBRL Instance Document (1)
Exhibit 101.SCH XBRL Taxonomy Extension Schema Document (1)
Exhibit 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document(1)
Exhibit 101.DEF XBRL Taxonomy Extension Definition Linkbase Document(1)
Exhibit 101.LAB XBRL Taxonomy Extension Label Linkbase Document(1)
Exhibit 101.PRE XBRL Taxonomy Extension Presentation Linkbase
Document(1)
------------
(1) Pursuant to Rule 406T of Regulation S-T, this interactive data file is
deemed not filed or part of a registration statement or prospectus for
purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed
not filed for purposes of Section 18 of the Securities Exchange Act of
1934, and otherwise is not subject to liability under these sections.
16
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
JV GROUP, INC.
(Registrant)
Dated: May 20, 2014 By: /s/ Look Yuen Ling
-------------------
Look Yuen Ling
President, Chief Executive Officer
and Chief Financial Officer
1
