Attached files
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EX-32.1 - CERTIFICATION - YUS INTERNATIONAL GROUP Ltd | yusg_ex321.htm |
EX-31.2 - CERTIFICATION - YUS INTERNATIONAL GROUP Ltd | yusg_ex312.htm |
EX-31.1 - CERTIFICATION - YUS INTERNATIONAL GROUP Ltd | yusg_ex311.htm |
EX-32.2 - CERTIFICATION - YUS INTERNATIONAL GROUP Ltd | yusg_ex322.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-K
(Mark one)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2015
¨ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to _____________
Commission File No. 000-52020
YUS INTERNATIONAL GROUP LIMITED | ||||
(Exact name of small business issuer as specified in its charter) |
NEVADA | 90-0201309 | |
(State or other jurisdiction of | (IRS Employer | |
incorporation or organization) | Identification No.) |
Room A, Block B, 21/F | ||
Billion Centre, 1 Wang Kwong Road | ||
Kowloon Bay, Kowloon, Hong Kong | n/a | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: 852-36986699
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ¨ No x
Indicate by check mark if the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
(1) Yes x No ¨ (2) 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 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 x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company:
Large accelerated filer | ¨ | Accelerated filer | ¨ |
Non-accelerated filer | ¨ | Smaller reporting company | x |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed fiscal year end, December 31, 2015: N/A.
Number of the issuer's Common Stock outstanding as of April 25, 2016: 6,819,120
Documents incorporated by reference: None.
TABLE OF CONTENTS
Page | |||
Part I | |||
Item 1 | Business | 4 | |
Item 1A | Risk Factors | 7 | |
Item 1B | Unresolved Staff Comments | 11 | |
Item 2 | Properties | 11 | |
Item 3 | Legal Proceedings | 11 | |
Item 4 | Submission of Matters to a Vote of Security Holders | 11 | |
Part II | |||
Item 5 | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 12 | |
Item 6 | Selected Financial Data | 12 | |
Item 7 | Management's Discussion and Analysis of Financial Condition and Results of Operation | 13 | |
Item 7A | Quantitative and Qualitative Disclosures about Market Risk | 17 | |
Item 8 | Financial Statements and Supplementary Data | 17 | |
Item 9 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 17 | |
Item 9A | Controls and Procedures | 18 | |
Item 9B | Other Information | 18 | |
Part III | |||
Item 10.01 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers | 29 | |
Item 10.02 | Directors and Executive Officers and Corporate Governance | 29 | |
Item 11 | Executive Compensation | 31 | |
Item 12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 32 | |
Item 13 | Certain Relationships and Related Transactions, and Director Independence | 32 | |
Item 14 | Principal Accounting Fees and Services | 32 | |
Part IV | |||
Item 15 | Exhibits, Financial Statement Schedules | 34 | |
Signatures | 35 |
2 |
Forward Looking Statements
This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "our company believes," "management believes" and similar language. These forward-looking statements are based on our current expectations and are subject to certain risks, uncertainties and assumptions, including those set forth in the discussion under Part 1, Item 1 "Description of Business" and Part 1, Item 7 "Management's Discussion and Analysis", including under the heading "– Risk Factors" under Part 1, Item 1A. Our actual results may differ materially from results anticipated in these forward-looking statements. We base our forward- looking statements on information currently available to us, and we assume no obligation to update them. In addition, our historical financial performance is not necessarily indicative of the results that may be expected in the future and we believe that such comparisons cannot be relied upon as indicators of future performance.
3 |
PART I
Item 1. Business
Background Information
The Company was incorporated under the laws of the State of Delaware on July 15, 2002 with authorized common stock of 50,000,000 shares at $0.001 par value with the name "North America Marketing Corporation". On March 29, 2004, the Company changed the domicile to the State of Nevada.
On December 30, 2008, the Company entered into and completed an agreement for share exchange to acquire 100% ownership of Asian Trends Broadcasting Inc. ("Asian Trends") from its shareholders. Asian Trends operates liquid crystal display ("LCD") flat-panel televisions and LCD billboards that advertise throughout Hong Kong and creates revenue by selling advertising airtime.
On August 31, 2010 the Company closed an Agreement for a Share Exchange with Global Mania Empire Management Limited ("GME") to acquire 100% ownership of GME from its shareholders. GME is a Hong Kong company that specializes in project and artist management. On January 21, 2011, the Company sold GME back to its original shareholders.
On March 20, 2013, the Board approved the change of the Company's name to Yus International Group Limited and a one hundred-for-one (100:1) reverse stock split applying to all shares of common stock in the Company.
On April 29, 2013, the majority shareholder of the Company entered into a series of stock purchase agreements wherein the majority shareholder of the Company agreed to sell a total of 6,624,789 shares of common stock in the Company to 4 third party entities. On April 30, 2013, after the receipt of consideration and completion of all conditions precedent, the stock purchase agreements were completed and closed.
On May 16, 2013, Zhi Jian Zeng resigned as the Chief Executive Officer and director of the Company and Huang Jian Nan resigned as the Chief Financial Officer and director of the Company.
On May 16, 2013, Mr. Ho Kam Hang was appointed as the Chief Executive Officer of the Company and Dr. Chong Cheuk Man Yuki was appointed as the Chief Financial Officer of the Company. On that same date, the company appointed Mr. Yu Cheung Fai Alex, Ms. Chan Fuk Yu, Mr. Yu Lok Man and Mr. Yu Ka Wai as Directors of the Company.
On April 9, 2014, Mr. Yu Lok Man resigned as director of the Company and Dr. Chong Cheuk Man Yuki resigned as Chief Financial Officer of the Company. On the same date, Ms. Chen Yongqi Dawn was appointed as Chief Financial Officer of the Company.
On July 31, 2014, Miss Chen Yongqi Dawn resigned as the Chief Financial Officer of the Company. On the same date, Ms. Chan Fuk Yu was appointed as Chief Financial Officer of the Company.
4 |
Business Overview and Operations
Before the change of control on April 30, 2013, through Asian Trends, the Company provided one stop solutions for advertisers, including the brainstorming, storyboarding, production of commercials and advertisements and media planning. However, no business has been generated since January 1, 2013 up to the date of the change of control. Since then, the company became dormant and has remained so until the date of this report. The Company is actively looking for merger candidate.
Business Plan
Our current business plan is to seek and identify appropriate business opportunity for development of our new line of business.We have no capital and must depend on the resources of our shareholders to provide us with the necessary funds to implement our business plan. We intend to seek opportunities demonstrating the potential of long-term growth as opposed to short-term earnings. However, at the present time, we have not identified any business opportunity that we plan to pursue, nor have we reached any agreement or definitive understanding with any person concerning an acquisition or merger.
Our Board of Directors will be primarily responsible for investigating combination opportunities. However, we believe that business opportunities may also come to our attention from various sources, including professional advisors such as attorneys, and accountants, securities broker-dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals. We have no plan, understanding, agreements, or commitments with any individual for such person to act as a finder of opportunities for us.
No direct discussions regarding the possibility of a combination are currently ongoing and we can give no assurances that we will be successful in finding or acquiring a desirable business opportunity. Furthermore, we can give no assurances that any acquisition, if it occurs, will be on terms that are favorable to us or our current stockholders.
We do not propose to restrict our search for business opportunity to any particular geographical area or industry, and therefore, we are unable to predict the nature of our future business operations. Our management's discretion in the selection of business opportunities is unrestricted, subject to the availability of such opportunities, economic conditions, and other factors.
Investigation and Selection of Business Opportunities
Certain types of business acquisition transactions may be completed without requiring us to first submit the transaction to our stockholders for their approval. If the proposed transaction is structured in such a fashion our stockholders (other than our majority stockholder) will not be provided with financial or other information relating to the candidate prior to the completion of the transaction.
If a proposed business combination or business acquisition transaction is structured that requires our stockholder approval, and we are a reporting company, we will be required to provide our stockholders with information as applicable under Regulations 14A and 14C under the Exchange Act.
5 |
The analysis of business opportunities will be undertaken by or under the supervision of our Board of Directors. In analyzing potential merger candidates, our management will consider, among other things, the following factors:
· Potential for future earnings and appreciation of value of securities; · Perception of how any particular business opportunity will be received by the investment community and by our stockholders; · Historical results of operation; · Liquidity and availability of capital resources; · Competitive position as compared to other companies of similar size and experience within the industry segment as well as within the industry as a whole; · Strength and diversity of existing management or management prospects that are scheduled for recruitment; · Amount of debt and contingent liabilities; and · The products and/or services and marketing concepts of the target business
There is no single factor that will be controlling in the selection of a business opportunity. Our management will attempt to analyze all factors appropriate to each opportunity and make a determination based upon reasonable investigative measures and available data. Potentially available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities. We may not discover or adequately evaluate adverse facts about the business opportunity to be acquired.
We are unable to predict when we may participate in a business opportunity. We expect, however, that the analysis of specific proposals and the selection of a business opportunity may take several months.
Prior to making a decision to participate in a business transaction, we will generally request that we be provided with written materials regarding the business opportunity containing as much relevant information as possible, including, but not limited to, a description of products, services and company history; management resumes; financial information; available projections, with related assumptions upon which they are based; an explanation of proprietary products and services; evidence of existing patents, trademarks, or service marks, or rights thereto; present and proposed forms of compensation to management; a description of transactions between such company and its affiliates during the relevant periods; a description of present and required facilities; an analysis of risks and competitive conditions; a financial plan of operation and estimated capital requirements; audited financial statements, or if audited financial statements are not available, unaudited financial statements, together with reasonable assurance that audited financial statements would be able to be produced to comply with the requirements of a Current Report on Form 8-K to be filed with the Securities and Exchange Commission, or Commission, upon consummation of the business combination.
6 |
As part of our investigation, our directors may meet personally with management and key personnel, may visit and inspect material facilities, obtain independent analysis or verification of certain provided information, check references of management and key personnel, and take other reasonable investigative measures, to the extent of our limited financial and management resources.
Item 1A. Risk Factors
Before you invest in our common stock, you should be aware that there are risks, as described below. You should carefully consider these risk factors together with all of the other information included in this prospectus before you decide to purchase shares of our common stock. Any of the following risks could adversely affect our business, financial condition and results of operations. We have incurred substantial losses from inception while realizing limited revenues and we may never generate substantial revenues or be profitable in the future.
Limited Operating History Makes Potential Difficult to Assess
We began operations of our commercial location network in July 2008. Accordingly, we have a very limited past operating history which you can evaluate the viability and sustainability of our future business and its acceptance by future consumers. The Company currently has no assets or financial resources. The Company will, in all likelihood, continue to sustain minimal operating expenses without corresponding revenues, at least until the commencement of a new business. This will most likely result in the Company incurring a small operating loss until the Company can start a new business. There is no assurance that the Company can identify such a new line of business in the near future.
There is No Agreement for A Business Combination and No Minimum Requirements for a Business Combination
The Company has no current arrangement, agreement or understanding with respect to engaging in a business combination with a specific entity. There can be no assurance that the Company will be successful in identifying and evaluating suitable business opportunities or in concluding a business combination. No particular industry or specific business within an industry has been selected for a target company. The Company has not established a specific length of operating history or a specified level of earnings, assets, net worth or other criteria in the past few years which it will require a target company to have achieved, or without which the Company would not consider a business combination with such business entity. Accordingly, the Company may enter into a business combination with a business entity having no significant operating history, losses, limited or no potential for immediate earnings, limited assets, negative net worth or other negative characteristics. There is no assurance that the Company will be able to negotiate a business combination on terms favorable to the Company.
No Assurance of Success or Profitability
There is no assurance that the Company will start a favorable business. Even if the Company should become involved in a business opportunity, there is no assurance that it will generate revenues or profits, or that the market price of the Company's outstanding shares will be increased thereby.
Type of Business to Be Acquired
The type of business to be acquired may be one that desires to avoid effecting its own public offering and the accompanying expense, delays, uncertainties, and federal and state requirements which purport to protect investors. Because of the Company's limited capital, it is more likely than not that any acquisition by the Company will involve other parties whose primary interest is the acquisition of control of a publicly traded Company. Moreover, any business opportunity acquired may be currently unprofitable or present other negative factors.
7 |
Lack of Diversification
Because of the limited financial resources that the Company has, it is unlikely that the Company will be able to diversify its acquisitions or operations. The Company's probable inability to diversify its activities into more than one area will subject the Company to economic fluctuations within a particular business or industry and therefore increase the risks associated with the Company's operations.
Dependence upon Management, Limited Participation of Management
The Company will be entirely dependent upon the experience of its officers and directors in seeking, investigating, and acquiring business opportunities and in making decisions regarding the Company's operations. Because investors will not be able to evaluate the merits of possible future business opportunities by the Company, they should critically assess the information concerning the Company's officers and directors. (See Management.)
Possible Need for Additional Financing
The Company has very limited funds, and such funds, may not be adequate to take advantage of any available business opportunities. Even if the Company's currently available funds prove to be sufficient to pay for its operations until it is able to acquire an interest in, or complete a transaction with, a business opportunity, such funds will clearly not be sufficient to enable it to exploit the opportunity. Thus, the ultimate success of the Company will depend, in part, upon its availability to raise additional capital. In the event that the Company requires modest amounts of additional capital to fund its operations until it is able to complete a business acquisition or transaction, such funds, are expected to be provided by the principal shareholders. However, the Company has not investigated the availability, source, or terms that might govern the acquisition of the additional capital which is expected to be required in order to exploit a business opportunity, and will not do so until it has determined the level of need for such additional financing. There is no assurance that additional capital will be available from any source or, if available, that it can be obtained on terms acceptable to the Company. If not available, the Company's operations will be limited to those that can be financed with its modest capital.
Dependence upon Outside Advisors
To supplement the business experience of its officer and director, the Company may be required to employ accountants, technical experts, appraisers, attorneys, or other consultants or advisors. The selection of any such advisors will be made by the Company's officer, without any input by shareholders. Furthermore, it is anticipated that such persons may be engaged on an as needed basis without a continuing fiduciary or other obligation to the Company. In the event the officer of the Company considers it necessary to hire outside advisors, he may elect to hire persons who are affiliates, if those affiliates are able to provide the required services.
8 |
Regulation of Penny Stocks
The U. S. Securities and Exchange Commission (SEC) has adopted a number of rules to regulate "penny stocks." Because the securities of the Company may constitute "penny stocks" within the meaning of the rules (as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, largely traded in the National Association of Securities Dealers' (NASD) OTC Bulletin Board or the "Pink Sheets", the rules would apply to the Company and to its securities. The Commission has adopted Rule 15g-9 which established sales practice requirements for certain low price securities. Unless the transaction is exempt, it shall be unlawful for a broker or dealer to sell a penny stock to, or to effect the purchase of a penny stock by, any person unless prior to the transaction: (i) the broker or dealer has approved the person's account for transactions in penny stock pursuant to this rule and (ii) the broker or dealer has received from the person a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stock, the broker or dealer must: (a) obtain from the person information concerning the person's financial situation, investment experience, and investment objectives; (b) reasonably determine that transactions in penny stock are suitable for that person, and that the person has sufficient knowledge and experience in financial matters that the person reasonably may be expected to be capable of evaluating the risks of transactions in penny stock; deliver to the person a written statement setting forth the basis on which the broker or dealer made the determination (i) stating in a highlighted format that it is unlawful for the broker or dealer to affect a transaction in penny stock unless the broker or dealer has received, prior to the transaction, a written agreement to the transaction from the person; and (ii) stating in a highlighted format immediately preceding the customer signature line that (iii) the broker or dealer is required to provide the person with the written statement; and (iv) the person should not sign and return the written statement to the broker or dealer if it does not accurately reflect the person's financial situation, investment experience, and investment objectives; and Ó receive from the person a manually signed and dated copy of the written statement. It is also required that disclosure be made as to the risks of investing in penny stock and the commissions payable to the broker-dealer, as well as current price quotations and the remedies and rights available in cases of fraud in penny stock transactions. Statements, on a monthly basis, must be sent to the investor listing recent prices for the Penny Stock and information on the limited market. Shareholders should be aware that, according to Securities and Exchange Commission Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) "boiler room" practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid ask differential and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. The Company's management is aware of the abuses that have occurred historically in the penny stock market. Although the Company does not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to the Company's securities.
There May Be A Scarcity of and/or Significant Competition For Business Opportunities and/or Combinations
The Company is and will continue to be an insignificant participant in the business of seeking mergers with and acquisitions of business entities. A large number of established and well financed entities, including venture capital firms, are active in mergers and acquisitions of companies which may be merger or acquisition target candidates for the Company. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than the Company and, consequently, the Company will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, the Company will also compete in seeking merger or acquisition candidates with other public shell companies, some of which may also have funds available for use by an acquisition candidate.
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Reporting Requirements May Delay or Preclude Acquisition
Pursuant to the requirements of Section 13 of the Exchange Act, the Company is required to provide certain information about significant acquisitions including audited financial statements of the acquired company. These audited financial statements must be furnished within 4 days following the effective date of a business combination. Obtaining audited financial statements are the economic responsibility of the target company. The additional time and costs that may be incurred by some potential target companies to prepare such financial statements may significantly delay or essentially preclude consummation of an otherwise desirable acquisition by the Company. Acquisition prospects that do not have or are unable to obtain the required audited statements may not be appropriate for acquisition so long as the reporting requirements of the Exchange Act are applicable. When a non-reporting company becomes the successor of a reporting company by merger, consolidation, exchange of securities, and acquisition of assets or otherwise, the successor company is required to provide in a Current Report on Form 8-K the same kind of information that would appear in a Registration Statement or an Annual Report on Form 10-K, including audited and pro forma financial statements. The Commission treats these Form 8-K filings in the same way it treats the filing of Registration Statements on Form 10. The Commission subjects them to its standards of review selection, and the Commission may issue substantive comments on the sufficiency of the disclosures represented. If the Company enters into a business combination with a non-reporting company, such non-reporting company will not receive reporting status until the Commission has determined that it will not review the 8-K filing or all of the comments have been cleared by the Commission.
Lack of Market Research or Marketing Organization
The Company has neither conducted, nor have others made available to it, market research indicating that demand exists for the transactions contemplated by the Company. In the event demand exists for a transaction of the type contemplated by the Company, there is no assurance the Company will be successful in completing any such business combination.
Limited or No Public Market Exists
There is currently a limited public market for the Company's common stockand no assurance can be given that a market will develop or that a shareholder ever will be able to liquidate his investment without considerable delay, if at all. If a market should develop, the price may be highly volatile. Factors such as those discussed in this "Risk Factors" section may have a significant impact upon the market price of the securities offered hereby. Owing to the low price of the securities, many brokerage firms may not be willing to effect transactions in the securities. Even if a purchaser finds a broker willing to effect a transaction in these securities, the combination of brokerage commissions, state transfer taxes, if any, and any other selling costs may exceed the sales proceeds.
Blue Sky Consideration
Because the securities registered hereunder have not been registered for resale under the Blue Sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future, should be aware, that there may be significant state Blue Sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. Accordingly, investors should consider the secondary market for the Company's securities to be a limited one.
Additional Risks Doing Business in a Foreign Country
The Company may effectuate business operations or even headquarters, place of formation or primary place of business are located outside the United States of America. In such event, the Company may face the significant additional risks associated with doing business in that country. In addition to the language barriers, different presentations of financial information, different business practices, and other cultural differences and barriers that may make it difficult to evaluate such a merger target, ongoing business risks result from the international political situation, uncertain legal systems and applications of law, prejudice against foreigners, corrupt practices, uncertain economic policies and potential political and economic instability that may be exacerbated in various foreign countries.
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Taxation
Federal and state tax consequences will, in all likelihood, be major considerations in any business combination that the Company may undertake. Currently, such transactions may be structured so as to result in tax-free treatment to both companies, pursuant to various federal and state tax provisions. The Company intends to structure any business combination so as to minimize the federal and state tax consequences to both the Company and the target entity; however, there can be no assurance that such business combination will meet the statutory requirements of a tax-free reorganization or that the parties will obtain the intended tax-free treatment upon a transfer of stock or assets. A non-qualifying reorganization could result in the imposition of both federal and state taxes, which may have an adverse effect on both parties to the transaction.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
The Company currently maintains a mailing address at Room A, Block B, 21/F, Billion Centre, 1 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong. The Company's telephone number there is +852 36986699. Other than this mailing address, the Company does not currently maintain any physical or other office facilities. The Company pays no rent or other fees for the use of the mailing address as these address is used virtually full-time by its shareholders.It is likely that the Company will not establish an physical office until it has commenced a new line of business, but it is not possible to predict what arrangements will actually be made with respect to future office facilities..
Item 3. Legal Proceedings
The Company is not a party to any material legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of the Securities Holders.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDERS MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Price Range of Common Stock
The Company's common stock is listed on the Over the Counter Exchange under the symbol "YUSG".
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| Low |
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Fiscal Year 2015 |
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Fourth quarter ended December 31, 2015 |
| $ | 3 |
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| $ | 1.25 |
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Third quarter ended September 30, 2015 |
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| 1.41 |
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| 1 |
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Second quarter ended June 30, 2015 |
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| 1.41 |
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| 1.41 |
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First quarter, ended March 31, 2015 |
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| 1.41 |
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| 1.41 |
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Fiscal Year 2014 |
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Fourth quarter ended December 31, 2014 |
| $ | 1.41 |
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| $ | 1.41 |
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Third quarter ended September 30, 2014 |
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| 1.41 |
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| 1.41 |
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Second quarter ended June 30, 2014 |
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| 1.41 |
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| 0.5 |
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First quarter, ended March 31, 2014 |
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| 0.5 |
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| 0.5 |
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Approximate Number of Equity Security Holders
On December 31, 2015, the Company's common stock had a closing price quotation of $1.5. As of December 31, 2015, there were approximately 42 certificate holders of record of the Company's common stock.
Dividends
We have not declared or paid cash dividends on our common stock.
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Cautionary Notice Regarding Forward Looking Statements
The information contained in Item 7 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.
We desire to take advantage of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. This filing contains a number of forward-looking statements which reflect management's current views and expectations with respect to our business, strategies, products, future results and events, and financial performance. All statements made in this filing other than statements of historical fact, including statements addressing operating performance, events, or developments which management expects or anticipates will or may occur in the future, including statements related to distributor channels, volume growth, revenues, profitability, new products, adequacy of funds from operations, statements expressing general optimism about future operating results, and non-historical information, are forward looking statements. In particular, the words "believe," "expect," "intend," "anticipate," "estimate," "may," variations of such words, and similar expressions identify forward-looking statements, but are not the exclusive means of identifying such statements, and their absence does not mean that the statement is not forward-looking. These forward-looking statements are subject to certain risks and uncertainties, including those discussed below. Our actual results, performance or achievements could differ materially from historical results as well as those expressed in, anticipated, or implied by these forward-looking statements. We do not undertake any obligation to revise these forward-looking statements to reflect any future events or circumstances.
Readers should not place undue reliance on these forward-looking statements, which are based on management's current expectations and projections about future events, are not guarantees of future performance, are subject to risks, uncertainties and assumptions (including those described below), and apply only as of the date of this filing. Our actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, the risks to be discussed in our Annual Report on form 10-K and in the press releases and other communications to shareholders issued by us from time to time which attempt to advise interested parties of the risks and factors which may affect our business. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Use of Generally Accepted Accounting Principles ("GAAP") Financial Measures
We use GAAP financial measures in the section of this report captioned "Management's Discussion and Analysis or Plan of Operation" ("MD&A"). All of the GAAP financial measures used by us in this report relate to the inclusion of financial information.
Overview
This subsection of MD&A provides an overview of the important factors that management focuses on in evaluating our businesses, financial condition and operating performance, our overall business strategy and our earnings or losses for the periods covered.
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Results of Operation- Year Ended December 31, 2015
The following table summarizes the result of our operation during the twelve months ended December 31, 2015 and 2014:
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| For the year ended December 31, |
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| 2015 |
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| 2014 |
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Revenue |
| $ | - |
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| $ | - |
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Gross profit |
|
| - |
|
|
| - |
|
Other income |
|
| - |
|
|
| - |
|
General & administrative |
|
| (25,000 | ) |
|
| (23,450 | ) |
Loss from operations |
|
| (25,000 | ) |
|
| (23,450 | ) |
Income tax expenses |
|
| - |
|
|
| - |
|
Loss for the year |
| $ | (25,000 | ) |
| $ | (23,450 | ) |
Revenues
There was no revenue for both years ended December 31, 2015 and 2014. Despite the change of control in May 2013, the Company remained dormant. Originally, the new management had no intention to change the principal activity of the Company. However, towards the end of 2013, it was realized that the new management was not in a position to continue the old line of business. As of date of this report, the new management is actively seeking other profitable business opportunities for the company.
General and administrative expenses
General and administrative expenses increased from $23,450 in 2014 to $25,000 in 2015. The Company has been dormant since the change of control in May 2013, The general and administrative expenses for both years represent professional fees to accountants, lawyer and transfer agent to enable the Company to fulfill the ongoing requirements of the US SEC.
Loss before tax
As a result of the above reasons, loss for the year ended December 31, 2015 was $25,000.
Liquidity and Capital Resources
As of December 31, 2015, we had no cash and cash equivalents. Liabilities at December 31, 2015 totaled $62,050, and consisted mainly of $44,450 in shareholders' advances and $17,600 in accrued expenses.
As of December 31, 2015, the Company may need additional cash resources to operate during the upcoming 12 months, and the continuation of the Company may dependent upon the continuing financial support of shareholders of the Company. The Company intends to attempt to acquire additional operating capital through private equity offerings to the public and existing investors to fund its business plan. However, there is no assurance that equity or debt offerings will be successful in raising sufficient funds to assure the eventual profitability of the Company. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
14 |
Cash Position
|
| Year ended December 31 |
| |||||
|
| 2015 |
|
| 2014 |
| ||
Net cash used in operating activities |
| $ | (18,400 | ) |
| $ | (20,500 | ) |
Net cash generated from financing activities |
|
| 18,400 |
|
|
| 20,500 |
|
Net change in cash and cash equivalents |
|
| - |
|
|
| - |
|
Cash flows used in operatingactivities
Net cash used in operating activities was $18,400 for the year ended December 31, 2015. It was mainly attributable to net loss for the year.
Cash flows from financing activities
Net cash provided by financing activities for the year ended December 31, 2015 was $18,400. It was due to the increase of shareholders' advance.
Inflation
Inflation does not materially affect our business or the results of our operations.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Critical Accounting Policies
The Company's significant accounting policies are presented in the Company's notes to financial statements for the year ended December 31, 2015, which are contained in this filing, the Company's 2015 Annual Report on Form 10-K. The significant accounting policies that are most critical and aid in fully understanding and evaluating the reported financial results include the following:
The Company prepares its financial statements in conformity with generally accepted accounting principles in the United States of America. These principals require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management believes that these estimates are reasonable and have been discussed with the Board of Directors; however, actual results could differ from those estimates.
15 |
Recent Accounting Pronouncements
The Company does not expect any of the following recent accounting pronouncements to have a material effect on the Company's financial position, results of operations, or cash flows.
In February 2013, the FASB issued guidance on disclosure requirements for items reclassified out of Accumulated Other Comprehensive Income ("AOCI"). This new guidance requires entities to present (either on the face of the income statements or in the notes) the effects on the line items of the income statement for amounts reclassified out of AOCI. The new guidance will be effective for us beginning July 1, 2013. Other than requiring additional disclosures, there is no material impact on the consolidated financial statements upon adoption.
In March 2013, the FASB issued guidance on a parent's accounting for the cumulative translation adjustment upon derecognition of a subsidiary or group of assets within a foreign entity. This new guidance requires that the parent releases any related cumulative translation adjustment into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. The new guidance will be effective for us beginning July 1, 2014. there is no material impact on the consolidated financial statements upon adoption.
In July 2013, the FASB issued ASU 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry forward, a Similar Tax Loss, or a Tax Credit Carry forward Exists". These amendments provide that an unrecognized tax benefit, or a portion thereof, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carry forward, a similar tax loss, or a tax credit carry forward, except to the extent that a net operating loss carry forward, a similar tax loss, or a tax credit carry forward is not available at the reporting date to settle any additional income taxes that would result from disallowance of a tax position, or the tax law does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, then the unrecognized tax benefit should be presented as a liability. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-11 does not expect to have a material impact on the Company's consolidated financial statements.
In April 2014, the FASB issued ASU 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity," which provides a narrower definition of discontinued operations than under existing U.S. GAAP. ASU 2014-08 requires that only a disposal of a component of an entity, or a group of components of an entity, that represents a strategic shift that has, or will have, a major effect on the reporting entity's operations and financial results should be reported in the consolidated financial statements as discontinued operations. ASU 2014-08 also provides guidance on the consolidated financial statement presentations and disclosures of discontinued operations. The new guidance is effective prospectively for the Company to all new disposals of components and new classification as held for sale beginning April 1, 2015. The Company is evaluating the effects, if any, of the adoption of this guidance will have on the consolidated financial position, results of operations or cash flows.
In May 2014, the Financial Accounting Standards Board issued guidance related to revenue from contracts with customers. Under this guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The updated standard will replace most existing revenue recognition guidance under GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. The updated standard will be effective for us in the first quarter of 2017. We have not yet selected a transition method and we are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures.
In June 2014, the FASB issued ASU 2014-10, "Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation". The guidance eliminates the definition of a development stage entity thereby removing the incremental financial reporting requirements from U.S. GAAP for development stage entities, primarily presentation of inception to date financial information. The provisions of the amendments are effective for annual reporting periods beginning after December 15, 2014, and the interim periods therein. However, early adoption is permitted. Accordingly, the Company has adopted this standard as of July 31, 2014.
16 |
In August 2014, the FASB issued ASU No. 2014-15, "Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern." ASU 2014-15 will explicitly require management to assess an entity's ability to continue as a going concern, and to provide related footnote disclosure in certain circumstances. This pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted. Management is currently evaluating the impact of this pronouncement on our consolidated financial statements.
In November 2014, FASB issued ASU No. 2014-17, (Business Combinations (Topic 805): Pushdown Accounting (a consensus of the FASB Emerging Issues Task Force.) The amendments in this update provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The adoption of ASU 2014-17 did not have a material impact on the Company's consolidated financial statements.
In January 2015, FASB issued ASU No. 2015-01, Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items . This Update eliminates from GAAP the concept of extraordinary items. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company does not expect the adoption of ASU 2015-01 to have material impact on the Company's consolidated financial statements.
Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.
ITEM 7A. QUANTITATIVE AND QUALITIATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company, as defined by Rule 229.10(f)(1) and are not required to provide the information required by this Item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The audited financial statements for the year ended December 31, 2015 begin on the next page.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
On April 8, 2014, Albert Wong & Co. resigned as our independent registered public accounting firm, and we appointed Anthony Kam & Associates Limited, CPAs as our new independent registered public accounting firm, as disclosed on our Current Report on Form 8-K filed with the Securities and Exchange Commission on April 14, 2014. In connection with the change in accountants, there have been no disagreements as required by this item.
17 |
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Chief Executive Officer, Directors, and Chief Financial Officer have evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the fiscal period ending December 31, 2015 covered by this Annual Report on Form 10-K. Based upon such evaluation, the Chief Executive Officer, Directors, and Chief Financial Officer had concluded that, as of the end of such period, the Company's disclosure controls and procedures were effective as required under Rules 13a-15(e) and 15d-15(e) under the Exchange Act. This conclusion by the Company's Chief Executive Officer, Directors, and Chief Financial Officer does not relate to reporting periods after December 31, 2015.
Management's Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) of the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
The Company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management, under the supervision of the Company's Chief Executive Officer, Directors, and Chief Financial Officer conducted an evaluation of the effectiveness of internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2015 under the criteria set forth in the in Internal Control—Integrated Framework.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. Management has determined that material weaknesses did not exist.
This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management's report in this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There were no significant changes in the Company's internal controls, or other factors, that could significantly affect the Company's controls subsequent to the date of the evaluations performed by the executive officers of the Company. No deficiencies or material weaknesses were found that would require corrective action.
ITEM 9B. OTHER INFORMATION
None.
18 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of YUS International Group Limited
Hong Kong
We have audited the accompanying balance sheet of YUS International Group Limited (the "Company") as of December 31, 2015 and December 31, 2014 and the related statements of operations and comprehensive income, statement of changes in stockholders' equity and statement of cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2015 and December 31, 2014 and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 6 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Anthony Kam & Associates Limited
Anthony Kam & Associates Limited
Certified Public Accountants
April 29, 2016
Hong Kong, China
19 |
YUS INTERNATIONALGROUP LIMITED
BALANCE SHEET
AS OF DECEMBER 31, 2015 AND 2014
|
| 2015 |
|
| 2014 |
| ||
Assets |
|
|
|
|
|
| ||
Current assets |
|
|
|
|
|
| ||
Cash and cash equivalents |
| $ | - |
|
| $ | - |
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
Total assets |
| $ | - |
|
| $ | - |
|
|
|
|
|
|
|
|
|
|
Liabilities and stockholders' equity |
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Accrued expenses |
| $ | 17,600 |
|
| $ | 11,000 |
|
Advances from shareholders |
|
| 44,450 |
|
|
| 26,050 |
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
| 62,050 |
|
|
| 37,050 |
|
|
|
|
|
|
|
|
|
|
Total liabilities |
| $ | 62,050 |
|
| $ | 37,050 |
|
|
|
|
|
|
|
|
|
|
Stockholders'equity |
|
|
|
|
|
|
|
|
Common stock, Par value $0.1, 225,000,000 shares authorized; $0.1 par value; 6,819,120 shares issued and outstanding as of December, 2015 and December 2014 respectively |
|
| 681,912 |
|
|
| 681,912 |
|
Additional paid in capital |
|
| 420,021 |
|
|
| 420,021 |
|
Accumulated deficit |
|
| (1,163,983 | ) |
|
| (1,138,983 | ) |
|
|
|
|
|
|
|
|
|
Total stockholders' equity |
|
| (62,050 | ) |
|
| (37,050 | ) |
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders' equity |
| $ | - |
|
| $ | - |
|
See accompanying notes to the financial statements
20 |
YUS INTERNATIONAL GROUP LIMITED
STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014
|
| 2015 |
|
| 2014 |
| ||
|
|
|
|
|
|
| ||
Revenue |
| $ | - |
|
| $ | - |
|
Cost of sales |
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
General & administrative |
|
| 25,000 |
|
|
| 23,450 |
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
| 25,000 |
|
|
| 23,450 |
|
|
|
|
|
|
|
|
|
|
Loss from operations |
|
| (25,000 | ) |
|
| (23,450 | ) |
|
|
|
|
|
|
|
|
|
Other income |
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
Loss before provision for income taxes |
|
| (25,000 | ) |
|
| (23,450 | ) |
|
|
|
|
|
|
|
|
|
Provision for income taxes |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
Net loss for the year |
|
| (25,000 | ) |
|
| (23,450 | ) |
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
| - |
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the Year |
| $ | (25,000 | ) |
| $ | (23,450 | ) |
|
|
|
|
|
|
|
|
|
Earnings/(loss) per share, basic and diluted |
| $ | (0.004 | ) |
| $ | (0.003 | ) |
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding - basic and diluted |
|
| 6,819,120 |
|
|
| 6,819,120 |
|
See accompanying notes to the financial statements
21 |
YUS INTERNATIONAL GROUP LIMITED
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014
Common stock |
|
| Additional |
|
|
|
|
|
|
| ||||||||||
|
| Number of |
|
|
|
|
| paid-in |
|
| Accumulated |
|
| Total |
| |||||
|
| shares |
|
| Amount |
|
| capital |
|
| deficits |
|
| Equity |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Balance at January 1, 2014 |
|
| 6,819,120 |
|
| $ | 681,912 |
|
| $ | 420,021 |
|
|
| (1,115,533 | ) |
|
| (13,600 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (23,450 | ) |
|
| (23,450 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2014 and January 1, 2015 |
|
| 6,819,120 |
|
| $ | 681,912 |
|
| $ | 420,021 |
|
|
| (1,138,983 | ) |
|
| (37,050 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (25,000 | ) |
|
| (25,000 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2015 |
|
| 6,819,120 |
|
| $ | 681,912 |
|
| $ | 420,021 |
|
|
| (1,163,983 | ) |
|
| (62,050 | ) |
See accompanying notes to the financial statements
22 |
YUS INTERNATIONAL GROUP LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014
|
| 2015 |
|
| 2014 |
| ||
Cash flows from operating activities: |
|
|
|
|
|
| ||
Loss from operations |
| $ | (25,000 | ) |
| $ | (23,450 | ) |
Adjustments to reconcile net income/loss to net cash flows used in operating activities for: |
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Increase in accrued expenses and other payables |
|
| 6,600 |
|
|
| 2,950 |
|
Net cash used in operating activities |
|
| (18,400 | ) |
|
| (20,500 | ) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Increase in advances from shareholders |
|
| 18,400 |
|
|
| 20,500 |
|
Net cash generated fromoperating activities |
| $ | 18,400 |
|
| $ | 20,500 |
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of year |
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of year |
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
Other non-cash transactions |
|
|
|
|
|
|
|
|
Capitalization of advances from a shareholder |
|
| - |
|
|
| - |
|
Capitalization of note payable |
|
| - |
|
|
| - |
|
|
|
| - |
|
|
| - |
|
See accompanying notes to the financial statements
23 |
YUS INTERNATIONAL GROUP LIMITED.
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES
The Company was incorporated under the laws of the State of Delaware.
At the beginning of 2010, The Company was principally engaged in operating liquid crystal display ("LCD") flat-panel televisions and LCD billboards that advertise throughout Hong Kong and create revenue by selling advertising airtime. On August 31, 2010 the Company closed an Agreement for a Share Exchange with Global Mania Empire Management Limited ("GME") to acquire 100% ownership of GME from its shareholders. GME is a Hong Kong company that specializes in project and artist management.
On January 21, 2011, the Company entered into an Asset Sale, Purchase and Transfer Agreement (the "Sale Agreement") with the collective former shareholders of GME, namely Kwong Kwan Yin Roy, Dragon Billion International Limited, and Wong Wing Fung Charlie, each an individual resident of Hong Kong (collectively referred to as "Buyers").
According to the terms of the Sale Agreement, the Registrant sold its subsidiary Asian Trends Broadcasting Inc. ("ATBI"), a British Virgin Islands company and its subsidiaries GME, Great China Media Limited ("GCM"), a Hong Kong company, and Great China Game Limited ("GCG"), a Hong Kong company, to the Buyers. The consideration for the transaction shall consist of the return by the Buyers and surrender to the Registrant of a total of 22,147,810 shares of the Registrant's common stock.
The project and artist management are reported as discontinued operations. The comparative amounts in consolidated statements of income and consolidated statements of cash flows that attributable to the discontinued operations are reclassified to confront to current year's presentation.
On March 20, 2013, the Board approved the change of the Company's name to Yus International Group Limited and a one hundred-for-one (100:1) reverse stock split applying to all shares of common stock in the Company.
On April 29, 2013, the majority shareholder of the Company entered into a series of stock purchase agreements wherein the majority shareholder of the Company agreed to sell a total of 6,624,789 shares of common stock in the Company to 4 third party entities. On April 30, 2013, after the receipt of consideration and completion of all conditions precedent, the stock purchase agreements were completed and closed.
On May 16, 2013, Zhi Jian Zeng resigned as the Chief Executive Officer and director of the Company and Huang Jian Nan resigned as the Chief Financial Officer and director of the Company.
On May 16, 2013, Mr. Ho Kam Hang was appointed as the Chief Executive Officer of the Company and Dr. Chong Cheuk Man Yuki was appointed as the Chief Financial Officer of the Company. On that same date, the company appointed Mr. Yu Cheung Fai Alex, Ms. Chan Fuk Yu, Mr. Yu Lok Man and Mr. Yu Ka Wai as Directors of the Company.
On April 9, 2014, Mr. Yu Lok Manresigned as director of the Company and Dr. Chong Cheuk Man Yuki resigned as Chief Financial Officer of the Company. On the same day, Ms. Chen Yongqi Dawn was appointed as Chief Financial Officer of the Company.
On July 31, 2014, Miss Chen Yongqi Dawn resigned as the Chief Financial Officer of the Company. On the same date, Ms. Chan Fuk Yu was appointed as Chief Financial Officer of the Company.
24 |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Economic and political risk
The Company's major operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong's economy may influence the Company's business, financial condition, and results of operations.
The Company's major operations in Hong Kong are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic, and legal environment. The Company's results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things.
(b) Cash and cash equivalents
The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.
(c) Property, plant and equipment
Property, plant and equipment are carried at cost less accumulated depreciation. The cost of maintenance and repairs is charged to the statement of income as incurred, whereas significant renewals and betterments are capitalized. The cost and the related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statement of income.
(d) Depreciation and amortization
The Company provides for depreciation of property, plant and equipment principally by use of the straight-line method for financial reporting purposes. Property, plant and equipment are depreciated over the following estimated useful lives:
Computer equipment | 3 years |
Leasehold improvement | 2 years |
Office equipment | 5 years |
Furniture | 5 years |
Site display system | 5 years |
No depreciation expense attributable to continuing operations for the years ended December 31, 2015 and 2014.
(e) Accounting for the impairment of long-lived assets
The long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technology or other industry changes. Determination of recoverability of assets to be held and used is by comparing the carrying amount of an asset to future net undiscounted cash flows to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. During the year ended December 31, 2015, the Company impaired property, plant and equipment of $0. The amount was charged to operation as a general and administrative expense for the year then ended.
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(f) Income tax
The Company has adopted the provisions of statements of Financial Accounting Standards No. 109, "Accounting for Income Taxes," which incorporates the use of the asset and liability approach of accounting for income taxes. The Company allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain.
BVI companies are not subject to tax in accordance with the relevant tax laws and regulations of the BVI.
The Company has no income tax expense for year ended December 31, 2015 and 2014 respectively. There are no other timing differences between reported book or financial income and income computed for income tax purposes. Therefore, the Company has made no adjustment for deferred tax assets or liabilities.
(g) Fair value of financial instruments
The carrying amounts of the Company's cash, accounts receivable, accounts payable, other payable, accrued expenses, advances from shareholders and notes payable approximate to their fair values because of the short maturity of these items.
(h) Revenue recognition
The company has remained dormant. Other revenue is recognized when it is considered to be reliably earned.
(i) Earnings per share
Basic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of December 31, 2015 and 2014, there was no dilutive security outstanding.
(j) Use of estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.
(k) Comprehensive income
Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other financial statements. Comprehensive income includes net income and the foreign currency translation gain, net of tax.
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(l) Foreign currency translation
The accompanying consolidated financial statements are presented in United States Dollar (US$). The functional currency of the Company is Hong Kong Dollar (HK$). Capital accounts of the consolidated financial statements are translated into US$ from HK$ at their historical exchange rates when the capital transactions occurred. Assets and liabilities are translated at the exchange rates as of balance sheet date. Income and expenditures are translated at the average exchange rate of the year. The translation rates are as follows:
|
| 2015 |
|
| 2014 |
| ||
|
|
|
|
|
|
| ||
Year end HK$ : US$ exchange rate |
|
| 0.1282 |
|
|
| 0.1282 |
|
Average yearly HK$ : US$ exchange rate |
|
| 0.1282 |
|
|
| 0.1282 |
|
(n) Recent accounting pronouncements
The Company does not expect any of the following recent accounting pronouncements to have a material effect on the Company's financial position, results of operations, or cash flows.
In February 2013, the FASB issued guidance on disclosure requirements for items reclassified out of Accumulated Other Comprehensive Income ("AOCI"). This new guidance requires entities to present (either on the face of the income statements or in the notes) the effects on the line items of the income statement for amounts reclassified out of AOCI. The new guidance will be effective for us beginning July 1, 2013. Other than requiring additional disclosures, there is no material impact on the consolidated financial statements upon adoption.
In March 2013, the FASB issued guidance on a parent's accounting for the cumulative translation adjustment upon derecognition of a subsidiary or group of assets within a foreign entity. This new guidance requires that the parent releases any related cumulative translation adjustment into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. The new guidance will be effective for us beginning July 1, 2014. There is no material impact on the consolidated financial statements upon adoption.
In July 2013, the FASB issued ASU 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carry forward, a Similar Tax Loss, or a Tax Credit Carry forward Exists". These amendments provide that an unrecognized tax benefit, or a portion thereof, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carry forward, a similar tax loss, or a tax credit carry forward, except to the extent that a net operating loss carry forward, a similar tax loss, or a tax credit carry forward is not available at the reporting date to settle any additional income taxes that would result from disallowance of a tax position, or the tax law does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, then the unrecognized tax benefit should be presented as a liability. For public entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of ASU 2013-11 does not expect to have a material impact on the Company's consolidated financial statements.
In April 2014, the FASB issued ASU 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity," which provides a narrower definition of discontinued operations than under existing U.S. GAAP. ASU 2014-08 requires that only a disposal of a component of an entity, or a group of components of an entity, that represents a strategic shift that has, or will have, a major effect on the reporting entity's operations and financial results should be reported in the consolidated financial statements as discontinued operations. ASU 2014-08 also provides guidance on the consolidated financial statement presentations and disclosures of discontinued operations. The new guidance is effective prospectively for the Company to all new disposals of components and new classification as held for sale beginning April 1, 2015. The Company is evaluating the effects, if any, of the adoption of this guidance will have on the consolidated financial position, results of operations or cash flows.
In May 2014, the Financial Accounting Standards Board issued guidance related to revenue from contracts with customers. Under this guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The updated standard will replace most existing revenue recognition guidance under GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. Early adoption is not permitted. The updated standard will be effective for us in the first quarter of 2017. We have not yet selected a transition method and we are currently evaluating the effect that the updated standard will have on our consolidated financial statements and related disclosures.
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In June 2014, the FASB issued ASU 2014-10, "Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation". The guidance eliminates the definition of a development stage entity thereby removing the incremental financial reporting requirements from U.S. GAAP for development stage entities, primarily presentation of inception to date financial information. The provisions of the amendments are effective for annual reporting periods beginning after December 15, 2014, and the interim periods therein. However, early adoption is permitted. Accordingly, the Company has adopted this standard as of July 31, 2014.
In August 2014, the FASB issued ASU No. 2014-15, "Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern." ASU 2014-15 will explicitly require management to assess an entity's ability to continue as a going concern, and to provide related footnote disclosure in certain circumstances. This pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted. Management is currently evaluating the impact of this pronouncement on our consolidated financial statements.
In November 2014, FASB issued ASU No. 2014-17, (Business Combinations (Topic 805): Pushdown Accounting (a consensus of the FASB Emerging Issues Task Force.) The amendments in this update provide an acquired entity with an option to apply pushdown accounting in its separate financial statements upon occurrence of an event in which an acquirer obtains control of the acquired entity. The adoption of ASU 2014-17 did not have a material impact on the Company's consolidated financial statements.
In January 2015, FASB issued ASU No. 2015-01, Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items . This Update eliminates from GAAP the concept of extraordinary items. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company does not expect the adoption of ASU 2015-01 to have material impact on the Company's consolidated financial statements.
Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.
NOTE 3 - ACCRUED EXPENSES
Accrued expenses represent mainly accrued professional fees which are all current.
NOTE 4 - ADVANCES FROM SHAREHOLDERS
The balances are unsecured, interest-free and repayable on demand.
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America, which contemplates the Company's continuation as a going concern. As of December 31, 2015, the Company has accumulated deficits of $1,163,983 and a negative working capital of $62,050.
As of December 31, 2015, the Company may need additional cash resources to operate during the upcoming 12 months, and the continuation of the Company may dependent upon the continuing financial support of investors, directors and/or stockholders of the Company. The Company intends to attempt to acquire additional operating capital through private equity offerings to the public and existing investors to fund its business plan. However, there is no assurance that equity or debt offerings will be successful in raising sufficient funds to assure the eventual profitability of the Company. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.
NOTE 6 - SUBSEQUENT EVENTS
None
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PART III
ITEM 10.01 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On April 9, 2014, Mr. Yu Lok Man resigned as director of the Company and Dr. Chong Cheuk Man Yuki resigned as Chief Financial Officer of the Company. On the same day, Ms. Chen Yongqi Dawn was appointed as Chief Financial Officer of the Company.
On July 31, 2014, Miss Chen Yongqi Dawn resigned as the Chief Financial Officer of the Company. On the same date, Ms. Chan Fuk Yu was appointed as Chief Financial Officer of the Company.
ITEM 10.02 DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Our executive officers and directors and their ages as of December 31, 2015 are as follows:
Name | Age | Title | ||
Yu Cheung Fai Alex | 51 | Director | ||
Yu Ka Wai | 36 | Director | ||
Chan Fuk Yu | 33 | Director and Chief Financial Officer (Note) | ||
Ho Kam Hang | 37 | Chief Executive Officer |
Note: On April 9, 2014, Mr. Yu Lok Man resigned as director of the Company and Dr. Chong Cheuk Man Yuki resigned as Chief Financial Officer of the Company. On the same day, Ms. Chen Yongqi Dawn was appointed as Chief Financial Officer of the Company. On July 31, 2014, Miss Chen Yongqi Dawn resigned as the Chief Financial Officer of the Company. On the same date, Ms. Chan Fuk Yu was appointed as Chief Financial Officer of the Company.
Mr. Ho Kam Hang
Mr. Ho, age 37, is the Chief Executive Officer of the Company.
Mr. Ho has over thirteen years of experience in investment alternatives including gold, securities, foreign exchange and private equity funds. For the past ten years, Mr. Ho has worked as a financial practitioner and senior vice president in several Hong Kong's largest Chinese-owned financial group companies.
Since 2011, Mr. Ho has served as the Chief Executive Officer of YUS International Bullion Limited which is located in Hong Kong. He also serves as a lecturer for the Registered Financial Planners and Certified Financial Consultant programs, the Broadcaster and Consultant of Television Financial programs, and is a director of the Lions Club of New Era (Hong Kong) and Capital Investment Entrant Company.
Mr. Yu Cheung Fai Alex
Mr. Yu, age 51, is a director of the Company.
Mr. Yu also serves as the president of the Hong Kong Customs Officers Union and the vice president of the Hong Kong St. John Ambulance Union. Mr. Yu has served as the director of Lion Club of New Era (Hong Kong); and the president of China and Hong Kong Tourist Association for the past several years.
Mr. Yu is an entrepreneur and philanthropist in China and Hong Kong. He is enthusiastic in his support for charities and community services, including building schools for impoverished students in China and raising funds for those in financial need.
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Mr. Yu Ka Wai, BBA (Hon) Accountancy (CityU HK)
Mr. Yu, age 36, is a director of the Company.
He also serves as the director and shareholder of YUS International Bullion Limited which is located in Hong Kong. Mr. Yu has over 12 years of experience in the investment and finance industry in Asia. Since 2011, Mr. Yu has been the head of the Account and Administration Department of YUS International Group Limited. He was responsible for the overall accounting, taxation, company secretarial and administration strategies of the group.
Ms. Chan Fuk Yu
Ms. Chan, age 33, is a director and Chief Financial Officer of the Company and a renowned investment analyst.
From 2003 to present, Ms. Chan has been the director of YUS International Group Limited, located in Hong Kong. Her clients include individuals, investment advisors, corporations, executives, and insurance companies. She also performs significant research and analysis of economic, industry, and company analyses in the evaluation of investment alternatives including private equity funds, gold, securities, real estate and foreign exchanges.
Term of Office
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
Code of Ethics
We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, and principal accounting officer as well as our employees. Our standards are in writing and are to be posted on our website at a future time. The following is a summation of the key points of the Code of Ethics we adopted:
· Honest and ethical conduct, including ethical handling of actual or apparent conflicts of interest between personal and professional relationships; · Full, fair, accurate, timely, and understandable disclosure reports and documents that a small business issuer files with, or submits to, the Commission and in other public communications made by our Company; · Full compliance with applicable government laws, rules and regulations; · The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and · Accountability for adherence to the code.
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Corporate Governance
We are a small reporting company, not subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act respecting any director. We have conducted special Board of Director meetings almost every month since inception. Each of our directors has attended all meetings either in person or via telephone conference. We have no standing committees regarding audit, compensation or other nominating committees. In addition to the contact information in private placement memorandum, each shareholder will be given specific information on how he/she can direct communications to the officers and directors of the corporation at our annual shareholders meetings. All communications from shareholders are relayed to the members of the Board of Directors.
Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the Exchange Act, our directors and certain of our officers, and persons holding more than 10 percent of our common stock are required to file forms reporting their beneficial ownership of our common stock and subsequent changes in that ownership with the United States Securities and Exchange Commission. Such persons are also required to furnish Coastline Corporate Services, Inc. with copies of all forms so filed.
Based solely upon a review of copies of such forms filed on Forms 3, 4, and 5, and amendments thereto furnished to us, we believe that as of the date of this report, our executive officers, directors and greater than 10 percent beneficial owners have not complied on a timely basis with all Section 16(a) filing requirements.
ITEM 11. EXECUTIVE COMPENSATION
No annual and long-term compensation was paid to our Officers. The most highly compensated employees who served at the end of the fiscal year December 31, 2015 and whose salary and bonus did not exceed $100,000 for the fiscal years ended December 31, 2015 for services rendered in all capacities to us. The listed individuals shall be hereinafter referred to as the "Named Executive Officers."
Compensation of Directors
All of our directors are unpaid. Compensation for the future will be determined when and if additional funding is obtained.
Board of Directors and Committees
Currently, our Board of Directors consists ofMs. Chan Fuk Yu, Mr. Yu Cheung Fai Alex and Mr. Yu Ka Wai. We are actively seeking additional board members with industry experience.
Employment Agreements
Currently, we have no employment agreements with any of our Directors or Officers.
Stock Option Grants
We have not granted any stock options to our executive officers since our incorporation.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding common stock as of December 31, 2015, and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.
Title of Class |
| Name and Address of Beneficial Owner |
| Amount and |
|
| Percent of Class |
| ||
|
|
|
|
|
|
|
|
| ||
Restricted Stock |
| YUS INTERNATIONAL GROUP LIMITED Room A Blk A 22/F, Billion Centre, 1Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong |
|
| -3,215,229- |
|
|
| 47.1 | % |
Restricted Stock |
| YUS INTERNATIONAL BULLION LIMITED Room A Blk A 22/F, Billion Centre, 1Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong |
|
| -2,045,736- |
|
|
| 30 | % |
Restricted Stock |
| YUS BROADCASTING LIMITED Room 03-04, 7/F, Hong Leong Industrial Complex, 4 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong |
|
| -681,912- |
|
|
| 10 | % |
Restricted Stock |
| YUS INTERNATIONAL DEVELOPER LIMITED Room 03-04, 7/F, Hong Leong Industrial Complex, 4 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong |
|
| -681,912- |
|
|
| 10 | % |
(1) The percentage of class is based on 6,819,120 shares of common stock issued and outstanding as ofApril 25, 2016.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE
There have been no material related party transactions.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit Fees
On April 8, 2014, Albert Wong & Co., ("Wong") resigned as our independent registered public accounting firm. On the same date, Anthony Kam & Associates Limited ("AKAM") was appointed as independent registered public accounting firm of our Company.
We paid the following fees to its auditors during its fiscal years ended December 31, 2015 and 2014:
|
| AKAM |
| |
|
|
|
| |
2015 |
| $ | 8,400 |
|
2014 |
|
| 7,900 |
|
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Audit Related Fees
For our fiscal year ended December 31, 2015 we incurred no audit related fees.
Tax Fees
For our fiscal year ended December 31, 2015, we were not billed for professional services rendered for tax compliance, tax advice, and tax planning.
All Other Fees
We did not incur any other fees related to services rendered by our principal accountant for the fiscal year ended December 31, 2015.
Audit and Non-Audit Service Pre-Approval Policy
In accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated there under, the Audit Committee has adopted an informal approval policy that it believes will result in an effective and efficient procedure to pre-approve services performed by the independent registered public accounting firm.
Audit Services. Audit services include the annual financial statement audit (including quarterly reviews) and other procedures required to be performed by the independent registered public accounting firm to be able to form an opinion on our financial statements. The Audit Committee pre-approves specified annual audit services engagement terms and fees and other specified audit fees. All other audit services must be specifically pre- approved by the Audit Committee. The Audit Committee monitors the audit services engagement and may approve, if necessary, any changes in terms, conditions and fees resulting from changes in audit scope or other items.
Audit-Related Services Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of our financial statements which historically have been provided to us by the independent registered public accounting firm and are consistent with the SEC's rules on auditor independence. The Audit Committee pre-approves specified audit-related services within pre-approved fee levels. All other audit-related services must be pre-approved by the Audit Committee.
Tax Services The Audit Committee pre-approves specified tax services that the Audit Committee believes would not impair the independence of the independent registered public accounting firm and that are consistent with SEC rules and guidance. The Audit Committee must specifically approve all other tax services.
All Other Services Other services are services provided by the independent registered public accounting firm that do not fall within the established audit, audit-related and tax services categories. The Audit Committee pre-approves specified other services that do not fall within any of the specified prohibited categories of services.
Procedures All proposals for services to be provided by the independent registered public accounting firm, which must include a detailed description of the services to be rendered and the amount of corresponding fees, are submitted to the Chairman of the Audit Committee and the Chief Financial Officer. The Chief Financial Officer authorizes services that have been pre-approved by the Audit Committee. If there is any question as to whether a proposed service fits within a pre-approved service, the Audit Committee chair is consulted for a determination. The Chief Financial Officer submits requests or applications to provide services that have not been pre-approved by the Audit Committee, which must include an affirmation by the Chief Financial Officer and the independent registered public accounting firm that the request or application is consistent with the SEC's rules on auditor independence, to the Audit Committee (or its Chair or any of its other members pursuant to delegated authority) for approval.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
31.1 | Certification of the Principal Executive Officer pursuant to Rule 13-14(a) of the Securities Exchange of 1934 | |
31.2 | Certification of the Acting Principal Accounting Officer and Principal Financial Officer pursuant to Rule 13-14(a) of the Securities Exchange of 1934 | |
32.1 | Certificate of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
32.2 | Certificate of the Acting Principal Accounting Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
YUS International Group Limited | |||
By: | /s/ Ho Kam Hang | ||
Ho Kam Hang | |||
Chief Executive Officer | |||
Dated: April 29, 2016 |
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.
Name | Title | Date | ||
/s/ Ho Kam Hang | Chief Executive Officer | April 29, 2016 | ||
Ho Kam Hang |
|
| ||
/s/ Chan Fuk Yu | Chief Financial Officer | April 29, 2016 | ||
Chan Fuk Yu |
|
|
35