UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_________________

 

FORM 10Q

_________________

(Mark One)

 

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

                                                             For the quarterly period ended December 31, 2015

 

[  ] 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.

(Exact name of registrant as specified in its charter)

 

 

303-422-8127

(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 (§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 February 17, 2016, there were 98,879,655 shares of the registrant's common stock issued and outstanding.

 

  

---

Table of Contents

 

-1-

---

PART I

 

ITEM 1. FINANCIAL STATEMENTS

-2-

---

JV GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED  BALANCE SHEETS
(Amounts in US Dollars)
									December 31,		June 30,
									2015		2015
									(Unaudited)
			ASSETS
Current assets
	Cash and cash equivalents							$	165	$	195
	Current assets - discontinued operations								3,142		3,327
		Total current assets							3,307		3,522
	Total assets							$	3,307	$	3,522
			LIABILITIES & STOCKHOLDERS' DEFICIT
Current liabilities
	Accounts payable and accrued liabilities							$	189,735		153,511
	Advances, related parties								75,408		49,637
	Current liabilities - discontinued operations								2,001,488		1,902,277
		Total current liabilities							2,266,631		2,105,425
	Total liabilities								2,266,631		2,105,425
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, 2015 and June 30, 2015
	Other comprehensive income								5,648		5,680
	Accumulated deficit								(3,257,769)		(3,096,380)
		Total stockholders' deficit							(2,263,324)		(2,101,903)
Total liabilities and stockholders' deficit								$	3,307	$	3,522
See accompanying notes to unaudited condensed consolidated financial statements.

 

-3-

---

JV GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Amounts in US Dollars)
(Unaudited)
							For the three months					For the six months
							ended					ended
							December 31,					December 31,
							2015		2014			2015		2014
Revenue						$	-	$	-		$	-	$	-
Operating expenses
	General and administrative						61,683		31,357			64,005		54,391
Loss from continuing operations							(61,683)		(31,357)			(64,005)		(54,391)
Loss from discontinued operations net of tax							(49,268)		(81,773)			(97,384)		(310,113)
	Total loss from discontinued operations						(49,268)		(81,773)			(97,384)		(310,113)
Net loss							(110,951)		(113,130)			(161,389)		(364,504)
Other comprehensive income
	Foreign currency translation adjustment						(32)		(96)			(32)		(156)
Total comprehensive loss						$	(110,983)	$	(113,226)		$	(161,421)	$	(364,660)
Basic and diluted loss per weighted average common share
	Continuing operations						(0.00)		(0.00)			(0.00)		(0.00)
	Discontinued operations						(0.00)		(0.00)			(0.00)		(0.00)
Total loss per weighted average common share						$	(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
	Diluted						98,879,655		98,879,655			98,879,655		98,879,655
See accompanying notes to unaudited condensed consolidated financial statements.

 

-4-

---

 

 

JV GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED DECEMBER 31,
(Amounts in US Dollars)
(Unaudited)
									2015		2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from continuing operations								$	(64,005)	$	(54,391)
Adjustments to reconcile net loss to net cash
used in operating activities:
Changes in operating assets and liabilities:
	Accounts payable and accrued liabilities								36,224		27,755
	Total cash flow used in operating activities								(27,781)		(26,636)
CASH FLOWS FROM FINANCING ACTIVITIES
	Advances from related parties								25,771		-
	Total cash provided by financing activities								25,771		-
CASH FLOW PROVIDED BY (USED IN) DISCONTINUED OPERATIONS
	Net cash used in operating activities								(48,514)		(254,946)
	Net cash provided by investing activities								-		-
	Net cash provided by financing activities								50,526		281,708
	Net cash provided by discontinued operations								2,012		26,762
Effect of exchange rate changes on cash									(32)		(156)
NET CHANGE IN CASH									(30)		(30)
CASH AT BEGINNING OF PERIOD									195		255
CASH AT END OF PERIOD								$	165	$	225
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION
	Cash paid for interest							$	-	$	-
	Cash paid for income tax							$	-	$	-
See accompanying notes to unaudited condensed consolidated financial statements.

-5-

---

JV GROUP, INC. AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

December 31, 2015

(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 has made a strategic shift by discontinuing its office space leasing operations effective October 2015, and is looking to merge with or acquire an existing company or acquire the technology to begin new operations. The Company's business is to pursue a business combination through acquisition, or merger with, an existing company. On December 22, 2015, the Company filed form 8-K with the Securities and Exchange Commission outlining its intention to effect a sale of approximately 96% of its outstanding common shares to Arcus Mining Holdings Limited, a Seychelles International Business Company. The closing is anticipated to be in late February 2016. No assurances can be given that the Company will be successful in locating or negotiating with any target company.

Historically, JV Group operated primarily as an office service provider through its wholly-owned subsidiary, Prestige Prime Office, Limited ("Prestige"). As of the date of these financial statements Prestige had ceased all operating activities due to a strategic shift and the Company is now classified as a shell corporation.

The Company also has a second wholly owned subsidiary, Mega Action Ltd., A British Virgin Island Corporation which has no business activities.

As of December 31, 2015 the Company is seeking to divest itself of these subsidiaries. 

Basis of Presentation

The accompanying condensed 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. The following (a) balance sheets as of December 31, 2015 (unaudited) and June 30, 2015, which have been derived from audited financial statements, and (b) the unaudited interim statements of operations and cash flows of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP") for interim financial information and the instructions to Form 10-Q and Rule 8-03 pf Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended December 31, 2015 are not necessarily indicative of results that may be expected for the year ending June 30, 2016. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto for the fiscal year ended June 30, 2015 included in the Company's Annual Report on Form 10-K, filed with the Securities and Exchange Commission ("SEC") on December 14, 2015. There have been no significant changes to such accounting policies during the six months ended December 31, 2015.

-6-

---

JV GROUP, INC. AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

December 31, 2015

(Amounts in USD)

(Unaudited)

NOTE 2 - DISCONTINUED OPERATIONS 

As of December 31, 2015 the business activities of Prestige Prime Office, Limited have been discontinued. There are no revenues and only lease obligations to be considered in the future. The lease obligations terminate in February of 2016. Because Mega Acton Limited was formed to be the management arm of Prestige Prime Office, Limited there was no further reason to keep it as a separate entity. On this basis the current reporting includes both Prestige Prime Office, Limited and Mega Action Limited as discontinued operations. All references to discontinued operations contain the net result of combining these two entities. There are nominal assets and significant liabilities in the subsidiaries and management has deemed that the only appropriate action is to abandon these subsidiaries effective as of December 31, 2015.

Results of Discontinued Operations

Summary results of operations for our discontinued operations for the three and six months ended:
	Three months ended		Six months ended
	December 31,		December 31,
Discontinued operations	2015	2014	2015	2014
Revenues	-	-	-	78,713
Loss from discontinued operations	49,268	81,773	97,384	310,113
Income tax expense (benefit)	-	-	-
Net loss from discontinued operations	49,268	81,773	97,384	310,113

-7-

---

JV GROUP, INC. AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

December 31, 2015

(Amounts in USD)

(Unaudited)

The assets and liabilities of the discontinued operations are set forth as follows:

	Schedule of discontinued operations
	Quarter ended December 31, 2015				F Y E June 30, 2015
	Prestige	Mega	Total		Prestige	Mega	Total
Cash	79	(8)	71		160	96	256
Prepaid	3,071	-	3,071		3,071		3,071
P P & E	-	-	-
Intangibles	-	-	-		-		-
Total discontinued assets	3,150	(8)	3,142		3,231	96	3,327
Accts Payable & Accrued Expenses	64,856	903	65,759		16,171	904	17,075
Notes Payable	452,790		452,790		452,790		452,790
Related party payable	1,312,943	169,996	1,482,939		1,265,460	166,952	1,432,412
Total discontinued liabilities	1,830,589	170,899	2,001,488		1,734,421	167,856	1,902,277

NOTE 3 - 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 six 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 outside of the U. S. without FDIC insurance, HK deposits may have some limited HK deposit insurance. The Company carries minimal cash balances.

-8-

---

JV GROUP, INC. AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

December 31, 2015

(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, prepaid expenses and other current assets, accounts payable, accrued liabilities, prepayments and advances from related parties in management's opinion approximate their fair value due to the short maturity of such instruments. 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.

-9-

---

JV GROUP, INC. AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

December 31, 2015

(Amounts in USD)

(Unaudited)

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"). Since the Company has no ongoing operations there is no revenue to be recognized either in the parent Company or its subsidiaries.

Net Loss per Common Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. There were no potentially dilutive shares issued or outstanding during the six months ended December 31, 2015 and 2014.

Impairment of Long Lived Assets

The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company's long-lived assets, which include office equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

 

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset's expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

 

The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company's overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company's stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.

 

The impairment charges, if any, are included in operating expense in the accompanying statements of income and comprehensive income (loss).

Other Comprehensive Income (Loss)

The Company recognizes unrealized gains and losses on the Company's foreign currency translation adjustments as components of other comprehensive income (loss).

-10-

---

JV GROUP, INC. AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

December 31, 2015

(Amounts in USD)

(Unaudited)

Income Taxes

Provisions for income taxes represent actual or estimated amounts payable on tax return filings each year. Deferred tax assets and liabilities are recorded for the estimated future tax effects of temporary differences between the tax basis of assets and liabilities and amounts reported in the accompanying balance sheets, and for operating loss and tax credit carry forwards. The change in deferred tax assets and liabilities for the period measures the deferred tax provision or benefit for the period. Effects of changes in enacted tax laws on deferred tax assets and liabilities are reflected as adjustments to the tax provision or benefit in the period of enactment.

FASB ASC 740, "Income Taxes" ("ASC 740") addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position would be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. ASC 740 also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred tax assets and liabilities, and accounting for interest and penalties associated with tax positions. As of December 31, 2015 and June 30, 2015, the Company does not have a liability for any uncertain tax positions.

The income tax laws of various jurisdictions in which the Company operates are summarized as follows:

            United States

JV Group is subject to United States tax at 35%. No provision for income tax in the United States has been made as the Company had no U.S. taxable income for the quarters ended December 31, 2015 and 2014.

BVI

Mega is incorporated in BVI and is governed by the income tax laws of BVI. According to current BVI income tax law, the applicable income tax rate for the Company is 0%.

Hong Kong

Prestige is incorporated in Hong Kong. Pursuant to the income tax laws of Hong Kong, the Company is subject to the tax rate 16.5%. However, due to the Company sustaining losses, the Company's effective tax rate is zero.

Upon successful divestiture of the subsidiaries Management is of the opinion that there will be no remaining tax liability or benefit from either subsidiary.

Recent Accounting Pronouncements

There were various other accounting standards and interpretations issued in 2015 and 2014, none of which are expected to have a material impact on the Company's financial position, operations, or cash flows.

-11-

---

JV GROUP, INC. AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

December 31, 2015

(Amounts in USD)

(Unaudited)

NOTE 4 - GOING CONCERN

The Company's financial statements for the quarters ended December 31, 2015 and 2014 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 loss from continuing operations of $61,683 for the quarter ended December 31, 2015. The Company reported a net loss due to discontinued operations of $49,268 and an accumulated deficit of $3,257,769 for the same period. At December 31, 2015, the Company had total assets of $3,307 and total liabilities of $2,266,631 for a working capital deficit of $2,263,324 Out of these, current assets held for sale were $3,142 and the current liabilities held for sale were $2,001,488.

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.

As of June 30, 2015 the Company has effectively ceased all of its operations which has resulted in the Company being classified as a shell corporation. On December 22, 2015, the Company filed form 8-K with the Securities and Exchange Commission outlining its intention to effect a sale of approximately 96% of its outstanding common shares to Arcus Mining Holdings Limited, a Seychelles International Business Company. The closing is anticipated to be in late February 2016. No assurances can be given that the Company will be successful in locating or negotiating with any target company.

NOTE 5 - ADVANCES, RELATED PARTIES

During the six months ended December 31, 2015 and, 2014, Ms. Look, an officer and director of the Company and manager of Mega, advanced $25,771 and nil respectively to the Company. Ms. Look is owed a principal balance of $75,408 and $49,637 as of December 31, 2015 and June 30, 2015, respectively. Such funds are unsecured, bear no interest, and are due on demand.

During the six months ended December 31, 2015 and 2014 Ms. Look advanced $3,044 and $28,509 to the subsidiary Mega. Ms. Look is owed $169,996 and $166,952 as at December 31, 2015 and June 30, 2015 respectively which is included in the current liabilities of discontinued operations. Such funds are unsecured, bear no interest and are due on demand.

During the six months ended December 31, 2015 and 2014, Mr. Hung, the manager of Prestige and the majority shareholder of the Company, advanced funds of $47,483 and $253,201 respectively. The advances were attributable to and used by the Company's discontinued operations. Mr. Hung is owed $1,312,943 and $1,265,460 as on December 31, 2015 and June 30, 2015 respectively which is included in the current liabilities of discontinued operations.

-12-

---

JV GROUP, INC. AND SUBSIDIARIES

Notes to the Condensed Consolidated Financial Statements

December 31, 2015

(Amounts in USD)

(Unaudited)

On September 8, 2011, Prestige entered into an Agreement with Huge Earn Investments Limited to purchase certain leaseholds in exchange for 25,000,000 shares of the Company's restricted common stock and a $450,000 promissory note with anticipated due date of six months from issuance. The promissory note and the shares were issued to Po Shu Michael Choy, at the direction of Huge Earn, making him an affiliate of the Company. The promissory note was due on March 1, 2012, but Mr. Choy has deferred any default call due to his position as a significant shareholder. At the time of this filing, the promissory note has an outstanding balance of $452,790 which includes $2,790 on account of exchange rate differences. The promissory note is included in liabilities of discontinued operations. It does not accrue interest.

NOTE 6 - 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 December 31, 2015 and June 30, 2015 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 period ended December 31, 2015 the Company did not issue any shares of its common stock.

NOTE 7 - SUBSEQUENT EVENTS

The Company has evaluated it activities subsequent to the quarter ended December 31, 2015 through the date of filing and has following events.

On December 22, 2015, the Company filed form 8-K with the Securities and Exchange Commission outlining its intention to effect a sale of approximately 96% of its outstanding common shares to Arcus Mining Holdings Limited a Seychelles International Business Company. The closing is anticipated to be in late February of 2016. No assurances can be given that the Company will be successful in locating or negotiating and completing a merger/sale transaction with Arcus Mining Holdings Limited or another target company.

-13-

---

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, 2015, 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 seek out a partner for a merger or an operating company seeking the benefits of a publicly traded company. Because the subsidiaries have ceased their activity it will cause the Company to be classified as a shell corporation.

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, 2015, 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. 

RESULTS OF OPERATIONS

For the Three months Ended December 31, 2015 Compared to the Three months Ended December 31, 2014

During the three months ended December 31, 2015 and 2014, we recognized revenues of $0 and $0 respectively from operations. Revenues from discontinued operations amounted to $0 and $0 for the three months ended December 31, 2015 and 2014 with corresponding cost of revenues of $9,465 and $9,521 respectively.

During the three months ended December 31, 2015, we incurred operational expenses of $61,683. During the three months ended December 31, 2014, we incurred $31,357 in operational expenses.  The increase of $30,326 was a result of audit and legal services not received until after September 30, 2015. During the

-14-

---

three months ended December 31, 2015 and 2014 we incurred operational expenses of $39,803 and $72,252 respectively in relation to the discontinued operations.

Losses attributable to continuing operations were $61,683 for the three months ended December 31, 2015 and $31,357 for the three months ended December 31, 2014. Losses attributable to the discontinued operations were $49,268 for the three months ended December 31, 2015 and $81,773 for the three months ended December 31, 2014.

For the Six months Ended December 31, 2015 Compared to the Six months Ended December 31, 2014

During the six months ended December 31, 2015 and 2014, we recognized revenues of $0 and $0 respectively from operations. Revenues from discontinued operations amounted to $0 and $78,713 for the six months ended December 31, 2015 and 2014 with corresponding cost of revenues of $18,929 and $26,741 respectively.

During the six months ended December 31, 2015, we incurred operational expenses of $64,005. During the six months ended December 31, 2014, we incurred $54,391 in operational expenses.  The increase of $9,615 was a result of increased audit and legal services. During the six months ended December 31, 2015 and 2014 we incurred operational expenses of $78,455 and $283,372 respectively in relation to the discontinued operations.

Losses attributable to continuing operations were $64,005 for the six months ended December 31, 2015 and $54,391 for the six months ended December 31, 2014. Losses attributable to the discontinued operations were $97,384 for the six months ended December 31, 2015 and $310,113 for the six months ended December 31, 2014.

LIQUIDITY

At December 31, 2015, we had total current assets of $3,307 consisting of $165 in cash and cash equivalents and $3,142 current assets of discontinued operations. At December 31, 2015, we had total liabilities of $2,266,631, all current. Total liabilities included $189,735 in accounts payable, $75,408 in advances from related parties and $2,001,488 in current liabilities of discontinued operations.

During the six months ended December 31, 2015, we used funds of $64,005 in our operational activities which was offset by an increase of $36,224 in accounts payable and an increase in financing activities of $25,771 resulting in a net decrease in cash of $30.  During the six months ended December 31, 2014, we used funds of $54,391 in our operations activities which was partially offset by a $27,755 increase in accounts payable resulting in a net decrease in cash of $30. For the six months ended December 31, 2015 the operational loss due to discontinued operations was $97,384 which was partially offset by changes in current assets and liabilities of $48,514 and financing activities of $50,526 for a net decrease in cash of $184. During the six months ended December 31, 2014, the operational loss due to discontinued operations was $310,113 which was increased by changes in current assets and liabilities of $254,946 and reduced by depreciation and amortization charges of $52,050 and gain on disposal of assets of $111,628 and an increase in financing activities of $281,708 for a net change in cash of ($12,708).

During the six months ended December 31, 2015 and 2014 we used $0 from our investing activities respectively. During the same period investing activities from discontinued operations used $0 and $0 respectively. 

Off-Balance Sheet Arrangements

We have no material off-balance sheet arrangements nor do we have any unconsolidated subsidiaries.

-15-

---

Short Term

Since we have ceased operations there is no revenue coming in to the Company, however, there will be limited ongoing expenses that will need to be covered. For short term needs we will be dependent on receipt, if any, of offering proceeds and/or loans from officers and stockholders.

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.

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.

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

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 Financial Officer (Principal Financial Officer), as appropriate, to allow for timely decisions regarding required disclosure.

As required by SEC Rule 15d-15(b), our Chief Executive 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 has concluded that our disclosure controls and procedures are not 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, to allow timely decisions regarding required disclosure as a result of the potential deficiency in our internal control over financial reporting. 

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended December 31, 2015, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

-16-

---

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 June 30, 2015 through December 31, 2015.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

On  September  8,  2011,  Prestige  entered  into an  Agreement  with  Huge Earn Investments  Limited ("Huge Earn") to purchase a leasehold,  as described below, in exchange for 25,000,000 shares of the Company's restricted common stock and a $450,000  promissory note with anticipated due date of six months from issuance. The promissory note was due on March 1, 2012. The promissory note does not accrue interest. Despite Prestige's default on the promissory note Huge Earn has not entered into any extension of the promissory note or indicated a willingness to repossess the leases.

ITEM 4.  MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5.  OTHER INFORMATION

None.

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 NO.		DESCRIPTION
31.1		Certification of Chief Executive and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
32.1		Certification of Principal Executive and Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
101.INS		XBRL Instance Document (1)
101.SCH		XBRL Taxonomy Extension Schema Document (1)
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document (1)
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document (1)
101.LAB		XBRL Taxonomy Extension Label Linkbase Document (1)
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.

 

-17-

---

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:  February 17, 2016

By: /s/ Look  Yuen Ling                                            

Look Yuen Ling

President, Chief Executive Officer and

Chief Financial Officer

-18-