UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

 

For the fiscal year ended December 31, 2014

 

OR

 

 

For transition period ___ to ____

 

Commission file number: 000-54629

 

(Name of registrant in its charter)

 

 

1255 W. Rio Salado Parkway

Suite 215

Tempe, AZ 85282

(Address of principal executive offices)

 

(Registrant's telephone number)

 

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, Par Value $.001; 4,000,000,000 shares authorized.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐ No☑.

 

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes☐ No☑

 

Check whether the issuer (1) 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 periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ 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 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☑ No☐

 

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. ☐

 

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.

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☑.

 

As of June 30, 2014, the aggregate market value of the shares of the Registrant’s common stock held by non-affiliates (based upon the closing price of such shares as reported on the OTC Bulletin Board) was approximately $82,407, (137,345 shares at $0.60 per share).

 

At October 31, 2015, there were 720,802,346 shares of the registrant's common stock issued and outstanding.

 

ITEM NUMBER AND CAPTION		PAGE
PART I
ITEM 1.	DESCRIPTION OF BUSINESS	3
ITEM 1A.	RISK FACTORS	5
ITEM 1B.	UNRESOLVED STAFF COMMENTS	10
ITEM 2.	PROPERITES	11
ITEM 3.	LEGAL PROCEEDINGS	11
ITEM 4.	MINE SAFETY DISCLOSURE	11
PART II
ITEM 5.	MARKET FOR REGISTRANTS COMMON EQUITY & RELATED STOCKHOLDER MATTERS	11
ITEM 6.	SELECTED FINANCIAL DATA	12
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	14
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	15
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	28
ITEM 9A.	CONTROLS AND PROCEDURES	28
ITEM 9B.	OTHER INFORMATION	29
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	29
ITEM 11.	EXECUTIVE COMPENSATION	30
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	30
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE	31
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	31
PART IV
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	32

PART I

GENERAL

 

GMCI Corp. (“GMCI,” or the “company”) was incorporated in Nevada on June 28, 2006. On March 17, 2015, the Company filed Articles of Merger with the Nevada SOS whereby it entered into a statutory merger with its wholly-owned subsidiary, GMCI Corp., pursuant to Nevada Revised Statutes 92A.200 et. seq. The effect of such merger is that the Company was the surviving entity and changed its name to "GMCI Corp."

On December 12, 2014, a change in control of the Company occurred by virtue of the company's largest shareholder, Pacific Gold Corp., selling 15,110,823 shares of the Company's common stock to Legacy Fiduciary Services Limited. Such shares represented 75.2% of the Company's total issued and outstanding shares of common stock at the time of the transaction. As part of the sale of the shares, Legacy Fiduciary Services Limited arranged to appoint Mr. Lok Khing Ming as the sole officer and director of the Company at the time.

On January 2, 2015, the Company filed a Certificate of Amendment with the State of Nevada to (a) increase the number of authorized shares of Common Stock from 200 million to 4 billion; and (b) decrease all of the Company's then issued and outstanding shares of Common Stock at a ratio of one (1) share for every 25 existing shares, with all fractional shares to be purchased by the Company at the price of $0.02 per share (the "Reverse Split"). These actions were taken by the Company's Board of Directors after receiving the written consent of shareholders holding 82.7% of the Company's voting shares.

On March 26, 2015, the Company, entered into a Share Exchange Agreement (the "Share Exchange Agreement") with all of the shareholders of SBS Mining Corp. Malaysia Sd. Bhd., ("SBS") a Malaysian corporation whose primary business is mining and exploration of properties located in Malaysia.  Pursuant to the Share Exchange Agreement, the Company acquired 600,000 shares of capital stock of SBS from the SBS Shareholders and in exchange issued 500,000,000 restricted shares of its common stock to the SBS Shareholders.

The 600,000 shares of SBS constituted all of the issued and outstanding shares of SBS and were held by a total of three (3) shareholders, including the Company's sole director and Chief Executive Officer, Mr. Lok Khing Ming. Mr. Lok Khing Ming owned ten percent (10%) of SBS, or 60,000 shares. The remaining shares were owned by Mr. Liew Chin Loong (90,000 shares; 15%), who resides in Malaysia and LYF & Son Realty Sdn. Bhd., a Malaysian corporation (450,000 shares; 75%). Pursuant to the Share Exchange Agreement, Mr. Lok received 50 million shares of the Company's common stock; Mr. Liew received 75 million shares; and LYF & Son Realty Sd. Bhd. received 375 million shares. As a result of the Share Exchange Agreement, SBS became a wholly owned subsidiary of the Company and the Company now carries on the business of SBS as its primary business. The closing of the Share Exchange (the "Closing") occurred on April 23, 2015.

SBS Mining Corp. Malaysia Sdn. Bhd. is a producer of metal ore and is focused on producing iron ore, bauxite and tin ore. Currently SBS is principally engaged in the prospecting of minerals and to carry out the mining of minerals upon successful exploration.  The Company is not in actual development or production of any mineral deposits.

In order to assist the Company’s entry into the principal business of SBS, the Company has added to two (2) officers of the Company and a member of the Board of Directors.

Mr. Lok Khing Ming was previously the managing director of SBS Mining Corporation Malaysia Sdn. Bhd., a company engaged in mining and trading iron ore. Mr. Lok's responsibilities include leading the exploration for mining opportunities in and around Malaysia, developing business strategies and implementing the Company's marketing plan. From 2007-2010, Mr. Lok was General Manager of Asia East Coast Mining Sdn. Bhd., a company engaged in gold mining.

3

---

In November 1991 Mr. Lok earned a Diploma in Electronic Engineering from the Federal Institute of Technology, Malaysia.

 

Mr. Lok is the Chief Executive Officer of the Company and is also the sole member of the Company’s Board of Directors.

CURRENT INVESTMENTS

SBS holds licenses to the following two (2) properties on which it is prospecting for iron ore mining:

The total mining area measures approximately 100 hectares (247 Acres).

Due to the continued bearish trend for iron ore prices, SBS believes that iron ore price will eventually fall to $30. Therefore SBS Mining is now moving into bauxite mining and trading in the surrounding area. China imported 14 times more bauxite from Malaysia in November 2014 than in March 2014, after an export ban in Indonesia stopped supplies of the ore to the world's biggest consumer of industrial metals.

Bauxite mines are springing up in Malaysia and shipping an ever-increasing amount of the raw material used for the production of aluminum to China, helping fill a gap since Indonesia banned ore exports in January 2015 in a bid to encourage value-added processing at home.

China will need around 130 million tonnes of bauxite next year to feed its fast-growing aluminum industry and must import about 36.8 million of that, according to consultancy CRU. "Definitely bauxite imports from Malaysia will increase significantly next year," said Wan Ling, an analyst with CRU in Beijing, forecasting the country's shipments to China could reach 10 million tonnes. During the first nine (9) months of 2014, Malaysia supplied just 1.27 million tonnes to China and that was 12 times more than the 105,000 tonnes shipped in the same period of 2013.

COMPETITION

Currently, we do not have any direct competition with respect to the specific properties we hold licenses to.  If we develop production capacity with respect to bauxite, we would compete with other suppliers of these materials. Because bauxite is sourced world-wide, our competition would include companies operating in diverse locations such as Australia, the People’s Republic of China, Brazil, and India, among others.  The companies that commonly are producing materials of this nature are large capitalization companies, with established mining clams and operations.  Their deposits are often refined and sold through related parties or to and through companies with which they have long standing relationships.  

In terms of developing our business plan and conducting exploration and later deposit development, we also expect to compete for qualified geological and environmental experts to assist us in our exploration of mining prospects, as well as any other consultants, employees and equipment that we may require in order to conduct our operations.

Currently, there is significant competition for financial capital to be deployed in mining and material extraction.  Therefore, it is difficult for smaller companies such as us to attract investment for its exploration activities.  We cannot give any assurances that we will be able to compete for capital funds, and without adequate financial resources management cannot assure that the Company will be able to compete in exploration activities and ultimately in material deposit development, production and sales.

4

---

REGULATION

The exploration and development of a mining prospect in Malaysia is subject to regulation by a number of governmental authorities. The regulations address many environmental issues relating to air, soil and water contamination and apply to many mining related activities including exploration, mine construction, mineral and ore extraction, ore milling, water use, waste disposal and use of toxic substances. In addition, we are subject to regulations relating to labor standards, occupational health and safety, mine safety, general land use, export of minerals and taxation. Many of the regulations require permits or licenses to be obtained and the filing of certain notices, the absence of which or inability to obtain will adversely affect the ability for us to conduct our exploration, development and operation activities. The failure to comply with the regulations and terms of permits and licenses may result in fines or other penalties or in revocation of a permit or license or loss of a prospect.

EMPLOYEES

Effective December 12, 2014, Mr. Lok Khing Ming was added as the Chief Executive Officer, President, Treasurer and sole director of the Company.

Currently, Mr. Lok does not draw a salary.  Notwithstanding the current arrangement, the Company may pay Mr. Lok a salary or other compensation on a bonus basis in the future, in amounts determined in the discretion of the Company or as negotiated, which compensation may take the form of cash, stock issuances, employee options and promissory notes.

We do not have any other employees at this time. In the future, when we need other persons for aspects of the exploratory work and other functions, we will hire persons under service agreements as consultants, part-time and full time employees as necessary. We do not have any arrangements for the hiring of any persons at this time.

Executive Offices

Our principal executive offices are located at 1255 W. Rio Salado Parkway, Suite 215, Tempe, AZ 85281.  Our telephone number is (480) 830-2700.

ITEM 1A. RISK FACTORS

We are an "emerging growth company" under the JOBS Act of 2012, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.

5

---

We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30.

Our status as an “emerging growth company” under the JOBS Act of 2012 may make it more difficult to raise capital as and when we need it.  Because of the exemptions from various reporting requirements provided to us as an “emerging growth company” and because we will have an extended transition period for complying with new or revised financial accounting standards, we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it.  Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry.  If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.

We have elected not to have to comply with new and revised accounting standard while we are an emerging growth company until such standards apply to private companies, which means our financial statements may not be comparable to other public companies.

The JOBS Act affords us the ability to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies.  This election, which we have made, is irrevocable.  The result of this election means that our financial statements may not be comparable to other public companies that comply with the accounting standards when effective.

There is substantial doubt as to whether we can continue as a going concern.

Our auditors have included an explanatory paragraph in their opinion that accompanies our audited financial statements as of and for the year ended December 31, 2014, indicating that our accumulated deficit of $177,174 and negative working capital of $213,665 raise substantial doubt about our ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

If we are not able to face and solve one or more of the challenges that a developing company in the mining industry typically encounters, we will not succeed in implementing our business plan.

We expect to face many challenges in our business.  These will include, but are not limited to:

6

---

The failure to address one or more of these above factors may impair our ability to carry out our business plan.  In that event, an investment in the company would be substantially impaired.

We will be dependent on locating and hiring, at economical rates, independent consultants and occasional workers for the implementation of our business plan.

To locate, obtain and evaluate prospects and to conduct initial testing and later on any excavation and processing, we will rely on consultants and occasional workers in addition to our own staff.  We may not be able to locate, employ or retain persons with the appropriate experience and skills to successfully execute our business plan.  The inability to do the proposed actions on a timely basis or at all may result in the delay of implementing our business plan, thereby causing additional expense or our business failure.

Mineral and ore extraction has many risks associated with it, which risks may make our business more costly or more difficult to pursue.  We may have to curtail our operations if we are not able to surmount any issues that we encounter.

Mineral and ore exploration has significant risks.  Some of the exploratory risks include the following:

·

It is dependent on locating commercially viable mineral or ore deposits in our prospects and skillful management of prospects once found or located; and

·

Mineral and ore deposits may vary substantially in a prospect, rendering what was initially believed a profitable deposit of little or no value.

Mineral and ore exploration and ultimate exploitation may be affected by unforeseen changes including:

·

Changes in the value of minerals and ore;

·

Changes in regulations, including mining and environmental regulations;

·

Environmental concerns about mining in an area or in general, particularly in relation to minerals and ores in the rare earth category;

·

Technical issues relating to extraction, such as rock falls, subsidence, flooding and weather conditions; and

·

Labor issues.

Any of these individually or together could delay or halt implementation of the business plan or raise costs to levels that may make it unprofitable or impractical to pursue our business objectives.

Our business future is dependent on finding prospects with sufficient mineral and ore grade and consistency without which it may not be practical to pursue the business plan, and investors will lose their investment.

Our business model depends on locating prospects with commercially sufficient amounts of iron ore, bauxite, and tin ore.  Until actual extraction and processing is undertaken, we will not know if our prospects have commercially viable mineral or ore deposits that can be profitably marketed. Even if initial reports about a particular prospect are positive, subsequent activities may determine that the prospect is not commercially viable. Thus, at any stage in the exploration and development process, we may determine there is no business reason to continue, and at that time, our financial resources may not enable us to continue exploratory operations and will cause us to terminate our current business plan.  If we do substantially curtail or terminate our business, investors will lose their entire investment.

7

---

The properties that the Company holds licenses to may not have any of the mineral or ore deposits sought by the Company or if there are such mineral or ore deposits, they may not be commercially viable, therefore causing a total loss of investment in the Company.

The probability of the properties that the Company holds licenses to having mineral or ore deposits of iron ore, bauxite or tin ore that are commercially viable is remote.  The fact that mining is a capital intensive and operationally an expensive business, and natural resources are subject to market volatility, makes commercial viability difficult to assess and obtain.  Therefore, the exploration activities may result in a final decision that there is no commercial point in pursing the mining properties.  In that event, investors will lose their investment in the Company with no prospect of realizing on their investment.

Regulatory compliance is complex and the failure to meet all the various requirements could result in loss of a prospect, fines or other limitations on the proposed business.

We will be subject to regulation by numerous governmental authorities in Malaysia.  The failure or delay in making required filings and obtaining regulatory approvals or licenses will adversely affect our ability to explore for viable mineral or ore deposits and carry out subsequent aspects of our business plan.  The failure to obtain and comply with any regulations or licenses may result in fines or other penalties, and even the loss of our rights over a prospect.  We expect compliance with these regulations to be a substantial expense in terms of time and cost.  Therefore, compliance with or the failure to comply with applicable regulation will affect our ability to succeed in our business plan and ultimately to generate revenues and profits.

Our business plan is premised on the price of minerals and ores in the global markets.

Our business plan depends on the price of minerals and ores in the global markets.  The viability of any commercialization of minerals and ores will depend on the cost of recovery versus the market price of the mineral or ore and whether or not it has uses in the markets.  An increase in market use and price will encourage industry interest in mine development of smaller operations such as our prospects and improve the likelihood of our overall success.  The viability of our business plan is also dependent on the price of minerals and ores remaining at least at current prices.  If prices fall substantially from the current levels, then our costs will be such that there will be insufficient profit margins and incentives to pursue our business plan.  In that event, the Company will have to curtail its business plan and investors will lose their investment.

The Company faces competition from established mining operations and competition may develop among the junior mining companies, which will be better able to locate, stake and explore new mineral and ore sources more cost effectively and quicker than us.

There are many established mining companies that command greater resources than those available to the Company.  These established companies have adequate financing, established claims, operations that are working and established means of extracting, processing and distribution. Additionally, there are numerous junior mining, exploration and production companies in existence that may be compete with us if the prices iron ore, bauxite or tin ore increase.  These smaller companies may be more established and have resources unavailable to the Company, which will provide them advantage in their exploration, development and extraction activities.  These companies likely would be able to reach production stages sooner than the Company and obtain market share before us.  If our competition is such that we cannot compete and generate a sufficient return on our investment and operations, we may be forced to curtail our operations, resulting in a loss to investors.

We will compete with other mining enterprises for appropriate consultants and employees.

We will compete in the hiring of appropriate geological, engineering, permitting, environmental and other operational experts to assist with the location, exploration and development of prospects and implementation of our business plan.  We believe we will have to offer or pay appropriate cash compensation and options to induce persons to be associated with an early-stage exploration company.  If we are unable to make appropriate compensation packages available to induce persons to be associated with the Company because of its limited resources, we will not be able to hire the persons we need to carry out our business plan.  In that event, investors will have their investment impaired or it may be entirely lost.

8

---

The Company will require additional capital to fund expanded operations, without which we will have to curtail our plans and investors, may lose the potential of their investment.

To commence our business plan, we will need additional capital.  We believe we will need substantial amounts of equity investment in the early stages of our business plan. If we encounter unexpected expenses, the initial amounts of working capital will have to be increased, therefore, we may need additional capital sooner than expected during the exploratory stages of the business plan.  The mining business, in all of its aspects, requires significant capital. Without additional capital the Company will have to curtail or substantially modify its overall business plan or abandon elements of it.

As of December 31, 2014 the Company had approximately $221,440 in debt, which if it cannot repay when due, will permit the holders to seek renegotiation or bankruptcy alternatives, the result of which could terminate implementation of the business plan.

The Company has $221,440 of debt related to convertible notes, related party notes and accounts payable.  From time to time, the Company may also have trade debt and equipment financing outstanding.  If the Company is unable to repay any of its obligations when due, the creditors could put the company into bankruptcy or force renegotiation of the terms of outstanding debt on terms that may be substantially less favorable.  In either event, the ability of the Company to pursue its business plan will be impaired and the equity of the company will become worthless.  To settle existing debt and any other debt outstanding from time to time, the Company may seek agreement with the holders to exchange the debt or obligation for shares of capital stock.  In that case, there may be dilution experienced by investors in the Company.  The management cannot predict whether it will be able to use any capital stock in this manner or the amount of capital stock that may have to be issued.

The Company does not have any identified sources of additional capital, the absence of which may prevent it from continuing its operations.

The Company does not have any arrangements with any investment banking firms or institutional lenders.  Because we will need additional capital in the future, we will have to expend significant effort to raise operating funds.  These efforts may not be successful, and they may be disruptive to our executives other responsibilities and our operations.  In the absence of necessary capital, we will have to limit or curtail operations.

A majority stockholder has the ability to control our business direction.

Because our majority stockholder owns approximately 52% of the issued and outstanding shares of common stock, it is in a position to control the election of our board of directors and the selection of officers, management and consultants.  Therefore, investors will be entirely dependent on its judgment in implementing the business plan of the Company.

There is not an active trading market for our common stock, and if a market for our common stock does not develop, our investors may be unable to sell their shares.

 

Our common stock is currently quoted on the OTC Pink trading system. The OTC Pink trading system is not a listing service or exchange, but is instead a dealer quotation service for subscribing members. The securities that trade on the OTC Pink trading system tend to be highly illiquid, and there is a greater chance of market volatility for securities that trade on the OTC Pink.  In addition, the value of our common stock could be affected by many factors such as the following, some of which we may not be able to control or influence:

·

Actual or anticipated variations in our operating results;

·

Changes in the market valuations of other companies operating in our industry;

·

Announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

·

Additions or departures of key personnel;

·

Sales of our common stock or other securities in the open market; and

·

Conditions or trends in the market in which we operate.

 

9

---

In a volatile market, investors may experience wide fluctuations in the market price of our securities. These fluctuations may prevent investors from obtaining a market price equal to the purchase price upon an attempt to sell our securities in the open market. In these situations, investors may be required either to sell our securities at a market price which is lower than the purchase price, or to hold our securities for a longer period of time than planned. An inactive market may also impair our ability to raise capital by selling shares of capital stock and may impair our ability to acquire other companies, assets or technologies by using common stock as consideration.

A decline in the price of our common stock could affect our ability to raise further working capital, it may adversely impact our ability to continue operations and we may go out of business.

 

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because we may attempt to acquire a significant portion of the funds we need in order to conduct our planned operations through the sale of equity securities, or convertible debt instruments, a decline in the price of our common stock could be detrimental to our liquidity and our operations because the decline may cause investors to not choose to invest in our stock. If we are unable to raise the funds we require for all our planned operations, we may be forced to reallocate funds from other planned uses and may suffer a significant negative effect on our business plan and operations, including our ability to develop new products and continue our current operations. As a result, our business may suffer, and not be successful and we may go out of business. We also might not be able to meet our financial obligations if we cannot raise enough funds through the sale of our common stock and we may be forced to go out of business

Because our principal assets will be located in Malaysia, outside of the United States, and some of our officers and directors, reside outside of the United States, it may be difficult for an investor to enforce any right based on U.S. federal securities laws against us and/or our officers and directors, or to enforce a judgment rendered by a United States court against us or our officers or directors.

Our principal operations and assets will be located in Malaysia, outside of the United States, and some of our officers and directors are non-residents of the United States. Therefore, it may be difficult to effect service of process on all our officers or directors in the United States, and it may be difficult to enforce any judgment rendered against our officers or directors. As a result, it may be difficult or impossible for an investor to bring an action against all our officers or directors, in the event that an investor believes that such investor's rights have been infringed under the U.S. securities laws, or otherwise. Even if an investor is successful in bringing an action of this kind, the laws of Malaysia, or any other country, may render that investor unable to enforce a judgment against the assets of our officers or directors. As a result, our shareholders may have more difficulty in protecting their interests through actions against our management, officers or directors, compared to shareholders of a corporation doing business and whose officers and directors reside within the United States.

Additionally, because of our assets are located outside of the United States, they will be outside of the jurisdiction of United States courts to administer, if we become subject of an insolvency or bankruptcy proceeding. As a result, if we declare bankruptcy or insolvency, our shareholders may not receive the distributions on liquidation that they would otherwise be entitled to if our assets were to be located within the United States under United States bankruptcy laws. We believe that if the prospective investors are located outside of the United States, that the protection afforded them by the United States bankruptcy code will be unavailable for them, or that it may not be enforceable where the primary assets are located.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not Applicable.

10

---

ITEM 2. PROPERTIES

SBS holds licenses to the following two (2) properties on which it is prospecting for iron ore mining:

The total mining area measures approximately 100 hectares (247 Acres).

ITEM 3. LEGAL PROCEEDINGS

Not Applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is available for trading on the OTC Pink trading platform.  Currently, there is only very occasional, sporadic trading and at such times only minimal volume. The common stock does not exhibit any consistent trading or regular prices to report herein. There can be no assurance given that the common stock will continue to be available for trading in any public market or that there will develop an active public market in the security. Therefore, holders of our common stock may not be able to sell their securities from time to time in the future, if at all.

Holders

As of October 31, 2015, we had 146 shareholders of record of our common stock and believe that there may be additional beneficial holders of our common stock.

Dividends

We have not paid any cash dividends to our shareholders.  The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions.  It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Equity Compensation Plans

The company has not adopted any equity compensation plans and does not anticipate adopting any equity compensation plans in the near future.  Notwithstanding the foregoing, because the company has limited cash resources at this time, it may issue shares or options to or enter into obligations that are convertible into shares of common stock with its employees and consultants as payment for services or as discretionary bonuses.  The company does not have any arrangements for such issuances or arrangements at this time.

11

---

Recent Sales of unregistered securities

On May 20, 2014, the Company acquired numerous maps, old drill log results and other data from a mining data base. In exchange for the data, 100,000 shares of common stock were issued. The acquired data was recognized as an intangible asset and measured at the market value of the common stock on date of issuance of $0.025; as such the cost base of the assets was $2,500.

On November 20, 2014, the Company entered a Debt Swap agreement with its former parent company Pacific Gold Corp, whereby the company indebtedness to the parent company from $204,932 as of November 20, 2014 to $195,000 in 10% interest rate convertible notes with conversion price at $0.05 per share.

During the period ended December 31, 2014, the Company received funds in the amount of $23,468 from a third party. These amounts are due on demand and bear no interest.

On March 26, 2015, the Company, entered into a Share Exchange Agreement (the "Share Exchange Agreement") with all of the shareholders of SBS Mining Corp. Malaysia Sd. Bhd., ("SBS") a Malaysian corporation whose primary business is mining and exploration of properties located in Malaysia.  Pursuant to the Share Exchange Agreement, the Company acquired 600,000 shares of capital stock of SBS from the SBS Shareholders and in exchange issued 500,000,000 restricted shares of its common stock to the SBS Shareholders.

The 600,000 shares of SBS constituted all of the issued and outstanding shares of SBS and were held by a total of three (3) shareholders, including the Company's sole director and Chief Executive Officer, Mr. Lok Khing Ming. Mr. Ming owned ten percent (10%) of SBS, or 60,000 shares. The remaining shares were owned by Mr. Liew Chin Loong (90,000 shares; 15%), who resides in Malaysia and LYF & Son Realty Sdn. Bhd., a Malaysian corporation (450,000 shares; 75%). Pursuant to the Share Exchange Agreement, Mr. Lok received 50 million shares of the Company's common stock; Mr. Liew received 75 million shares; and LYF & Son Realty Sd. Bhd. received 375 million shares.

Exemption from Registration. The shares of common stock and debt referenced herein were issued in reliance upon an exemption from registration afforded under Section 4(2) of the Securities Act for transactions by an issuer not involving a public offering, or Regulation D promulgated thereunder, or Regulation S for offers and sales of securities outside the United States.  The Share Exchange Agreement and the issuance of shares in exchange for data are exempt transactions pursuant to Section 4(2) of the Securities Act as they were private transactions by the Company and did not involve any public offering.

Issuer Purchases of Equity Securities

There were no repurchases of common stock for the year ended December 31, 2014.

Stock Transfer Agent

Our transfer agent is Globex Transfer, LLC, 780 Deltona Blvd., Suite 202, Deltona, FL 32725.

ITEM 6. SELECTED FINANCIAL DATA

Not Applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overall Operating Results:

The Company does not have the financial resources and does not have any commitments for funding from unrelated parties or any other agreements that will provide working capital. We cannot give any assurance that we will locate any funding or enter into any agreements that will provide the required operating capital. The Company has been dependent on its former parent company Pacific Gold Corp. and third parties to provide it with working capital since inception.

12

---

In 2013, Pacific Gold Corp. advanced funds such that the Company could begin to implement its business plan by engaging a geologist consulting firm.  On November 20, 2014, the Company entered a Debt Swap agreement with its former parent company Pacific Gold Corp, whereby the Company indebtedness to the parent company from $204,932 as of November 20, 2014 to $195,000 in 10% interest rate convertible notes with conversion price at $0.05 per share.

During the period ended December 31, 2014, the Company received funds in the amount of $23,468 from a third party. These amounts are due on demand and bear no interest

Revenue

The company has had no revenues since inception (June 28, 2006) through December 31, 2014.

Amortization Expense

Amortization expense for the year ended December 31, 2014 were $1,156 compared to operating expenses of $1,000 for year ended December 31, 2013.

Geologist Fees

Geologist fees for the years ended December 31, 2014 and December 31, 2013 were $0 and $17,835, respectively.  The reduction in geologist fees resulted from our inability to continue exploration work on our properties.

Due to our recent change in focus to bauxite mining, we expect that in future periods we will need to expend significant amounts on geologist fees.

Licenses and Permits

Licenses and permits expense for the year ended December 31, 2014 was $475 compared to license and permit expense of $710 for year ended December 31, 2013.

Professional Fees

Professional fees for the year ended December 31, 2014 were $41,975 compared to professional fees of $18,237 for year ended December 31, 2013.

General and Administrative

General and administrative expenses for the year ended December 31, 2014 were $3,058 compared to general and administrative expenses of $6,314 for the year ended December 31, 2013.

Liquidity and Capital Resources:

We do not currently have any working capital with which we can fund our future operations. We cannot assure that we will be able to continue our operations without adequate funding. We have total assets of $7,775 and total liabilities of $221,440 as of December 31, 2014. Total stockholders’ deficit at December 31, 2014 was $213,665.

We will need capital for all aspects of our business development. We cannot give any assurance that we will locate any funding or enter into any agreements that will provide the required operating capital.

JOBS Act - Adoption of New and Revised Standards

The JOBS Act affords us the ability to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies.  This election, which we have made, is irrevocable.  The result of this election means that our financial statements may not be comparable to other public companies that comply with the accounting standards when effective.

 

Emerging Growth Company Status

We have elected to be treated as an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards.

Going Concern

Our auditors have included an explanatory paragraph in their opinion that accompanies our audited financial statements as of and for the year ended December 31, 2014, indicating that our accumulated deficit of $245,281 and negative working capital of $213,665 raise substantial doubt about our ability to continue as a going concern.  We do not have any current prospects for obtaining financing and as part of our business plan we intend to seek operational capital to commence our exploration activities and maintain our operations.  We do not have any prospects for generating revenues within the near or longer-term future because we are in the exploration stage of a mining business.  Therefore, we may not be able to continue with our business plan and have to curtail our operations and any early exploration activities.

To date, we have financed our operations from the issuance of non-interest bearing, demand notes to our prior parent corporation and third parties.  We have not had any external sources of capital for our operations.

Off balance sheet arrangements:

The company has no off-balance sheet arrangements.

New Accounting Pronouncements

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position, or cash flow.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO FINANCIAL STATEMENTS

TABLE OF CONTENTS

15

---

Phone (248) 331-5465

Fax (248) 281-0940

20750 Civic Center Drive, Suite 418

Southfield, MI 48076

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

GMCI Corp. (formerly Pacific Metals Corp.)

Tempe, Arizona

We have audited the accompanying balance sheet of GMCI Corp. (formerly Pacific Metals Corp.) (the “Company”) as of December 31, 2013, and the related statements of operations, stockholders’ deficit, and cash flows for the year 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 audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of GMCI Corp. (formerly Pacific Metals Corp.) as of December 31, 2013 and the results of its operations and cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 7 to the financial statements, the Company has negative working capital, has not yet received revenue from sales of products or services, and has incurred losses from operations.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans with regard to these matters are described in Note 7. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Silberstein Ungar, PLLC

December 8, 2015

16

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Boards of Directors and Stockholders

 of GMCI Corp.

We have audited the accompanying balance sheet of GMCI Corp., as of December 31, 2014, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the year 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 audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of GMCI Corp., as of December 31, 2014 and the results of its operations and cash flows for the year ended December 31, 2014, in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that GMCI Corp. will continue as a going concern.  As discussed in Note 7 to the financial statements, the Company has incurred losses from operations, has limited working capital and is in need of additional capital to grow its operations so that it can become profitable.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans with regard to these matters are described in Note 7. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ KLJ & Associates, LLP

KLJ & Associates, LLP

Edina, Minnesota

December 9, 2015

5201 Eden Avenue

Suite 300

Edina, MN 55436

630.277.2330

17

---

GMCI Corp.

(formerly Pacific Metals Corp.)

Balance Sheets

See accompanying notes to the financial statements

18

---

GMCI Corp.

(formerly Pacific Metals Corp.)

Statements of Operations

See accompanying notes to the financial statements

19

---

GMCI Corp.

(formerly Pacific Metals Corp.)

Statements of Changes in Stockholders' Deficit

See accompanying notes to the financial statements

 

		Year ended December 31,
		2014				2013
CASH FLOW FROM OPERATING ACTIVITIES:
Net Loss		$	(107,029	)		$	(44,096	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Impairment of intangible assets and mineral rights			58,175
Amortization Expense			1,156				1,000
Changes in operating assets and liabilities:
Prepaid Expenses			500				-
Accounts Payable			(4,630	)			2,438
NET CASH USED IN OPERATING ACTIVITIES			(51,828	)			(40,658	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in Mineral Rights			(6,200	)			(5,600	)
NET CASH USED IN INVESTING ACTIVITIES			(6,200	)			(5,600	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from advances, related party			23,468				-
Proceeds note payable, related party			42,335				44,468
NET CASH PROVIDED BY FINANCING ACTIVITIES			65,803				44,468
NET CHANGE IN CASH			7,775				(1,791	)
CASH AT BEGINNING OF PERIOD			-				1,791
CASH AT END OF PERIOD		$	7,775			$	-
Cash Paid during the year for:
Interest		$	-			$	-
Income Taxes		$	-			$	-
Non-Cash financing and investing activities:
Common Stock Issued for Intangible Assets Purchase		$	2,500			$	-
Gain on debt swap contributed to additional paid in capital			9,932
Related party note payable converted to convertible notes			204,932				-

 

GMCI Corp.

(Formerly Pacific Metals Corp.)

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

GMCI Corp, formerly Pacific Metals Corp. (“GMCI” or the “Company”) was incorporated in Nevada on June 28, 2006

These financial statements are expressed in U.S dollars. The company’s year-end is December 31. Financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States.

Certain reclassifications have been made to the prior period’s financial statements to conform to the current period’s presentation.

Use of Estimates and Assumptions.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net sales, expenses and costs recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates.

The company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.  At December 31, 2014, cash includes cash on hand and cash in the bank.

The company accounts for income taxes in accordance with ASC Topic 740, Income Taxes.  This statement prescribes the use of the asset and liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

The company follows the provisions of ASC Topic 260, Earnings per Share.  Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period.  Basic and diluted losses per share are the same as all potentially dilutive securities are anti-dilutive.

Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock or conversion of notes into shares of the company’s common stock that could increase the number of shares outstanding and lower the earnings per share of the company’s common stock.  This calculation is not done for periods in a loss position as this would be antidilutive.  As of December 31, 2014, there were no stock options or stock awards that would have been included in the computation of diluted earnings per share that could potentially dilute basic earnings per share in the future.

 

GMCI Corp.

(formerly Pacific Metals Corp.)

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

All mine-related costs, other than acquisition costs, are expensed prior to the establishment of proven or probable reserves. Reserves designated as proven and probable are supported by a final feasibility study, or the profitable extraction of ores, indicating that the reserves have had the requisite geologic, technical and economic work performed and are legally extractable at the time of reserve determination. Once proven or probable reserves are established, all development and other site-specific costs are capitalized.

Capitalized development costs and production facilities are depleted using the units-of-production method based on the estimated gold which can be recovered from the ore reserves processed.  There has been no change to the estimate of proven and probable reserves. Maintenance and repairs are charged to expense as incurred.

The company follows the provisions of ASC 350-30, Intangibles Other Than Goodwill, and ASC 805-50-30-30-1 Acquisition of Assets Rather than a business. Intangible assets acquisitions in which the consideration given is cash are measured by the amount of cash paid. If the consideration given is not in the form of cash, measurement is based on either the cost which shall be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus more reliably measureable.

The company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset may no longer be appropriate. GMCI assesses recoverability of the carrying value of the asset by estimating the undiscounted future net cash flows, which depend on estimates of metals to be recovered from proven and probable ore reserves, and also identified resources beyond proven and probable reserves, future production costs and future metals prices over the estimated remaining mine life.  If undiscounted cash flows are less that the carrying value of a property, an impairment loss is recognized based upon the estimated expected future net cash flows from the property discounted at an interest rate commensurate with the risk involved.  If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value.

The fair value of an asset retirement obligation is recognized in the period in which it is incurred if a reasonable estimate of fair value can be made.  The present value of the estimated asset retirement costs is capitalized as part of the carrying amount of the long-lived asset. For GMCI, asset retirement obligations primarily relate to the abandonment of ore-producing property and facilities.

We review the carrying value of our interest in each mineral claim on a quarterly basis to determine whether impairment has incurred in accordance with ASC 360-930.

Where information and conditions suggest impairment, we write-down these properties to the net recoverable amount, based on estimated discounted future cash flows. Our estimate of mineral price, mineralized materials, operating capital, and reclamation costs are subject to risks and uncertainties affecting the recoverability of our investment in property, plant, and equipment. Although we have made our best estimate of these factors based on current conditions, it is possible that changes could occur in the near term that could adversely affect our estimate of net cash flows expected to be generated from our operating properties and the need for possible asset impairment write-downs.

 

GMCI Corp.

(formerly Pacific Metals Corp.)

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Where estimates of future net operating cash flows are not available and where other conditions suggest impairment, we assess if carrying value can be recovered from net cash flows generated by the sale of the asset or other means.

The company evaluated impairment on its mining claim assets at December 31, 2014 and December 31, 2013 and determined that $58,175 impairment loss should be recorded during the year ended December 31, 2014.

On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915).   Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP.  In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders equity, (2) label the financial statements as those of a development stage entity;  (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.  The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued.  The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements

NOTE 2 – MINERAL RIGHTS

Mineral rights at December 31, 2014 and December 31, 2013 consisted of the following:

At the fiscal year ended December 31, 2014, combined with a proposed change in the geographical location of planned future mineral exploration and production operations, the Company evaluated the carrying value of the Graysill Claims and determined to fully impair the capitalized value totaling $48,415.

NOTE 3 – INTANGIBLE ASSETS

GMCI acquired a mining claims database which will be amortized over its estimated useful life of ten years using the straight-line method.

On May 20, 2014, GMCI has acquired numerous maps, old drill log results and other data from a mining data base containing information produced by past Graysill area claim owners. In exchange for the data 4,000 shares of common stock were issued. The acquired data was recognized as an intangible asset and measured at the market value of the common stock on date of issuance of $0.625; as such the cost base of the assets was $2,500.

 

GMCI Corp.

(Formerly Pacific Metals Corp.)

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

NOTE 3 – INTANGIBLE ASSETS (cont’d)

Intangibles Assets		December 31, 2014				December 31, 2013
Mining Claims Database		$	12,500			$	10,000
Accumulated Amortization			(2,740	)			(1,583	)
Net			9,760				8,417
Impairment			(9,760	)			-
Balance		$	-				8,417

Amortization expense for the year ended December 31, 2014 and 2013 was $1,156, and $1,000, respectively.

At the fiscal year ended December 31, 2014, combined with a proposed change in the geographical location of planned future mineral exploration and production operations, the Company evaluated the carrying value of the aforementioned intangible assets, and determined to fully impair the capitalized value totaling $9,760.

NOTE 4 – SHAREHOLDER NOTE PAYABLE / RELATED PARTY TRANSACTIONS

During the fiscal year the Company’s former parent company, Pacific Gold Corp. advanced a further $42,335 to fund our ongoing operations.  On November 20, 2014, the Company entered a Debt Swap agreement with Pacific Gold Corp, whereby the company indebtedness to the parent company totaling $204,932 as of November 20, 2014 was converted to $195,000 in convertible notes bearing interest at a rate of 10% per annum, with a conversion price of $0.05 per share, due and payable on November 20, 2016.  The convertible note is payable to the brother of our former officer and director.

On December 12, 2014 SBS Resources Inc., a company controlled by our current officer and director, Mr. Lok Khing Ming, advanced the Company a total of $23,468 as general working capital.  The advances are non-interest bearing and due on demand.

NOTE 5 – INCOME TAXES

Operating loss carry-forwards generated during the period from date of inception through December 31, 2014 of approximately $245,281, will begin to expire in 2026.   The Company applies a statutory income tax rate of 35%.

 

Name		Age		Positions Held		Date of Appointment
Lok Khing Ming		45		Sole Member of the Board of Directors; Chief Executive Officer, President, Treasurer and Secretary		December 12, 2014

Title of Class			Name and Address of beneficial owner		Amount and nature of beneficial ownership(1)		Percent of class
Common Stock			LYF & Son Realty Sdn. Bhd. 37A 1st Fl. Linstasan Perajuirt 6 Taman Perak 31400 IPOH Perak, Malaysia		375,000,000		52.03%]
Common Stock			Liew Kin Sing 24 Laluan Rokam 12 Pekan Razaki, 31350, IPOH Perak, Malaysia		100,000,000		13.87%
Common Stock			Liew Chin Loong L/491-B, Jin Pengkalan Chepa 15400 Kota Bahru Kelantan, Malaysia		75,000,000		10.41%
Common Stock			Lok Khing Ming No. 20 Jalan Raja Nong 6 Taman Bunga Raya 41000 Klang Selangor DE, Malaysia		155,936,354		21.63%
Common Stock			Officers and Directors as a group				21.63%
(1)	A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock actually outstanding on October 31, 2015. As of October 31, 2015, there were 720,802,346 shares of our common stock issued and outstanding.

The company has not adopted any equity compensation plans and does not anticipate adopting any equity compensation plans in the near future.  Notwithstanding the foregoing, because the company has limited cash resources at this time, it may issue shares or options to or enter into obligations that are convertible into shares of common stock with its employees and consultants as payment for services or as discretionary bonuses.  The company does not have any arrangements for such issuances or arrangements at this time.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Other than as described below, the Company has not engaged in any transactions with any of its related persons.

 

The Company has outstanding a single demand note (the “Note”) held by Pacific Gold Corp., which was the Company’s largest shareholder until December 12, 2014.  On December 12, 2014, a change in control of the Company occurred by virtue of the Company's largest shareholder at that time, Pacific Gold Corp., selling 15,110,823 shares of the Company's common stock and the Note to Legacy Fiduciary Services Limited. Such shares represented 75.2% of the Company's total issued and outstanding shares of common stock at that time.

With respect to the Note, which bears no interest, the largest aggregate amount of principal outstanding during 2014 was $195,000, the amount of principal outstanding as of November 11, 2015. The principal amount of the Note is convertible into shares of the company’s common stock at $0.05 per share.

On March 26, 2015, the Company, entered into a Share Exchange Agreement (the "Share Exchange Agreement") with all of the shareholders of SBS Mining Corp. Malaysia Sd. Bhd., ("SBS") a Malaysian corporation whose primary business is mining and exploration of properties located in Malaysia.  Pursuant to the Share Exchange Agreement, the Company acquired 600,000 shares of capital stock of SBS from the SBS Shareholders and in exchange issued 500,000,000 restricted shares of its common stock to the SBS Shareholders.

The 600,000 shares of SBS constituted all of the issued and outstanding shares of SBS and were held by a total of three (3) shareholders, including the Company's sole director and Chief Executive Officer, Mr. Lok Khing Ming. Mr. Ming owned ten percent (10%) of SBS, or 60,000 shares. The remaining shares were owned by Mr. Liew Chin Loong (90,000 shares; 15%), who resides in Malaysia and LYF & Son Realty Sdn. Bhd., a Malaysian corporation (450,000 shares; 75%). Pursuant to the Share Exchange Agreement, Mr. Lok received 50 million shares of the Company's common stock; Mr. Liew received 75 million shares; and LYF & Son Realty Sd. Bhd. received 375 million shares.

PART IV

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial statement schedules are omitted because they are not required or are not applicable or because the required information is included in the financial statements listed above.

A list of exhibits required to be filed as part of this report is set forth in the Index of Exhibits, which immediately precedes such exhibits, and is incorporated herein by reference.

 

 

 

32

---

 

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to the registration statement on Form 10 to be signed on its behalf by the undersigned, thereunto duly authorized.

In accordance with 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.

33

---

Index of Exhibits

Certain of the following exhibits are incorporated by reference from prior filings.  The form with which each exhibit was filed and the date of filing are as indicated below.