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EX-32.1 - CERTIFICATION - Stallion Synergies, Incex321.htm
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

Form 10-Q

 


 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly period Ended March 31, 2016

 

Stallion Synergies, Inc

(Exact name of Registrant as specified in its charter)


 

 

Nevada   333-196599   46-5343763
(State or jurisdiction of
incorporation or organization)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

Stallion Synergies, Inc

244 Fifth Ave Ste #H207

New York, NY 10001

(212) 726-2983

www.stallionsynergies.com

(Company Address)


 

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

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐   No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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. Yes ☒     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 the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

 

Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐      Accelerated filer ☐      Non-accelerated filer ☐        Smaller reporting company ☒

 

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

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. There are 29,500,000 common shares issued and outstanding as of June 23, 2016.

  

 

   
 

 

TABLE OF CONTENTS

 

    Page
PART I. FINANCIAL INFORMATION  
     
Item 1. Financial Statements:  
     
  Balance Sheets at March 31, 2016 (unaudited) and December 31, 2015 (audited). 3
     
  Statements of Operations for the Three Months Ended March 31, 2016 (unaudited), Three Months Ended March 31, 2015 (unaudited). 4
     
  Statements of Cash Flows for the Three Months Ended March 31, 2016 (unaudited), Three Months Ended March 31, 2015 (unaudited). 5
     
  Notes to Financial Statements 6
     
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 14
     
Item 3. Quantitative and Qualitative Disclosures about Market Risk 17
     
Item 4. Controls and Procedures 17
     
PART II. OTHER INFORMATION  
     
Item 1. Legal Proceedings 18
     
Item 1A. Risk Factors 18
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 18
     
Item 3. Defaults Upon Senior Securities 18
     
Item 4. Mine Safety Disclosures 18
     
Item 5. Other information 19
     
Item 6. Exhibits 21
     
SIGNATURES 22
 
 

 

 

 2 
 

 

STALLION SYNERGIES, INC.

(A Development Stage Company)

BALANCE SHEET

 

   March 31,   March 31, 
    2016    2015 
    (unaudited)    (audited) 
ASSETS          
Current Assets          
Cash and cash equivalents  $876   $376 
Accounts receivable   5,000     
Prepaid Expenses   5,000    5,000 
Total Assets  $10,876   $5,376 
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
Current Liabilities          
Accrued expenses  $21,770   $10,520 
Accrued Interest payable   1,677    610 
Deposits received        
Notes payable – current   12,749    8,134 
Long-Term Liabilities        
           
Total Liabilities  $36,196   $19,264 
Stockholders’ Deficit          
Common stock, par value $0.001; 200,000,000 shares authorized; 29,500,000 shares issued and outstanding, March 31, 2016 and March 31, 2015  
 
 
 
 
29,500
 
 
 
 
 
 
 
29,500
 
 
Paid in Capital   45,000    45,000 
Stock subscriptions receivable        
Deficit accumulated during the development stage   (99,820)   (88,388)
Total Stockholders’ Deficit  $(25,320)  $(13,888)
           
Total Liabilities and Stockholders’ Deficit  $10,876   $5,376 

 

 

The accompanying notes are an integral part of the financial statements.

 

 3 
 

 

STALLION SYNERGIES, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

 

   Three months
ended
March 31,
2016
  

Three months

ended
March 31,
2015

 
   (Unaudited)   (Unaudited) 
           
Revenues  $   $ 
           
Operating Expenses          
Website expenses        
Consultancy fees       20,170 
General and administrative expenses       314 
Professional fees   1,100    7,000 
Total Operating Expenses  $1,100   $27,484 
           
Net Loss from Operations before other Income (Expense)  $(1,100)  $(27,484)
Other Income (Expense)          
Interest expense   (307)   (203)
Net Income (Loss) Before Provision for Income Taxes  $(1,407)  $(27,687)
Provision for Income Taxes        
Net Loss  $(1,407)  $(27,687)
           
Net Loss Per Share: Basic  $   $ 
Net Loss Per Share: Diluted  $   $ 
           
Weighted Average Number of Shares Outstanding: Basic   29,500,000    29,500,000 
Weighted Average Number of Shares Outstanding: Diluted   31,126,800    29,500,000 

 

 

The accompanying notes are an integral part of the financial statements.

 

 

 

 

 4 
 

 

STALLION SYNERGIES, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

 

   Three Months
Ended
March 31,
2016
   Three Months
Ended
March 31,
2015
 
   (Unaudited)   (Unaudited) 
Cash Flows from Operating Activities          
Net loss for the period  $(1,407)  $(27,687)
Adjustments to reconcile net loss to net cash (used in) operating activities:          
Stock issued as compensation for services        
Changes in assets and liabilities:          
Decrease (increase) in prepaid expenses        
Increase (decrease) in accrued expenses   250    7,000 
Increase (decrease) in deposits        
Increase (decrease) in accrued interest payable   307    203 
Net Cash used in Operating Activities  $(850)  $(20,484)
           
Cash flows from Investing Activities          
Payments for website development        
Net Cash Used in Investing Activities  $   $ 
           
Cash flows from Financing Activities          
Proceeds from stock subscriptions receivable       20,500 
Notes payable   1,350     
Net Cash provided by Financing Activities  $1,350   $20,500 
           
Net Increase (Decrease) in Cash   500    16 
Cash and cash equivalents, beginning of period   376    360 
Cash, end of period  $876   $376 
           
Supplemental Cash Flows Information:          
Interest paid  $   $ 
Income taxes paid  $   $ 

  

 

 

 

The accompanying notes are an integral part of the financial statements.

 

 

 5 
 

 

 

STALLION SYNERGIES, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

 

Note 1 – Organization and summary of significant accounting principles

 

Organization

 

Stallion Synergies, Inc (“STALLION” or the “Company’) was incorporated under the laws of the State of Nevada on March 31, 2014. STALLION provides market research services throughout the United States and other countries through our website www.stallionsynergies.com. The Company is in the development stage as defined under Statement on Financial Accounting Standards No. 7, Development Stage Enterprises (“SFAS No.7”) (ASC 915-10).

 

Accounting basis

 

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a December 31 fiscal year end.

 

Basis of Preparation

 

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

 

Use of estimates and assumptions

 

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 could differ from those estimates.

 

Election to be treated as an emerging growth company

 

In the second quarter of 2014, the Company has elected to use the extended transition period now available for complying with new or revised accounting standards under Section 102(b) (1).  This election allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies.  As a result of this election, the Company financial statements may not be comparable to companies that comply with public company effective dates.

 

Cash and cash equivalents

 

For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents.

 

Fair value of financial instruments

 

The fair values of the Company’s assets and liabilities that qualify as financial instruments under FASB ASC Topic 825, “Financial Instruments,” approximate their carrying amounts presented in the accompanying balance sheet at March 31, 2016 and March 31, 2015.

 

 

 6 
 

 

STALLION SYNERGIES, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

 

 

Note 1 – Organization and summary of significant accounting principles (continued)

 

Revenue recognition

 

Revenue is recognized on an accrual basis after services have been performed under contract terms, the service price to the client is fixed or determinable, and collectability is reasonably assured.

 

Basic Income (Loss) Per Share

 

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are 1,626,800 common stock equivalents outstanding as of March 31, 2016 and none outstanding as of March 31, 2015.

 

(A) Net Loss  $(1,407)
(B) Weighted Average Common Shares Outstanding – Basic   29,500,000 
Basic income (loss) per share: (A)÷(B)  $(0.000)
      
Equivalents     
Stock Options    
Warrants    
Convertible notes   1,626,800 
      
Weighted Average Common Shares Outstanding – Diluted   31,126,800 
Diluted income (loss) per share:   (0.000)

 

The Company incurred Net Loss of $1,407 for the quarter ended March 31, 2016 and based on the Weighted Average Number of Shares Outstanding of 29,500,000 the Basic income (loss) per share is $(0.000) and based on the Weighted Average Number of Diluted Shares Outstanding of 31,126,800 the Diluted income (loss) per share is $(0.000) as per the computations above.

 

Impairment of Long-Lived Assets

 

The Company continually monitors events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances are present, the Company assesses the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the future cash flows is less than the carrying amount of those assets, the Company recognizes an impairment loss based on the excess of the carrying amount over the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

 

Advertising Costs

 

The Company’s policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $0 during the period ended March 31, 2016 since inception.

 

 

 7 
 

 

STALLION SYNERGIES, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

 

Note 1 – Organization and summary of significant accounting principles (continued)

 

Income Taxes

 

The Company accounts for income taxes in accordance with FASB ASC Topic 740 “Income Taxes,” which requires accounting for deferred income taxes under the asset and liability method.  Deferred income tax asset and liabilities are computed for difference between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on the enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce the deferred income tax assets to the amount expected to be realized.

 

In accordance with GAAP, the Company is required to determine whether a tax position of the Company is more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. state and local jurisdictions. The tax benefit to be recognized is measured as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. De-recognition of a tax benefit previously recognized could result in the Company recording a tax liability that would reduce net assets. This policy also provides guidance on thresholds, measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement comparability among different entities.  It must be applied to all existing tax positions upon initial adoption and the cumulative effect, if any, is to be reported as an adjustment to stockholder’s equity as of July 1, 2009.

 

Based on its analysis, the Company has determined that the adoption of this policy did not have a material impact on the Company’s financial statements upon adoption. However, management’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof.

 

Interest and Penalty Recognition on Unrecognized Tax Benefits

 

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

 

Comprehensive Income

 

The Company complies with FASB ASC Topic 220, “Comprehensive Income,” which establishes rules for the reporting and display of comprehensive income (loss) and its components.  FASB ASC Topic 220 requires the Company’ to reflect as a separate component of stockholders’ equity items of comprehensive income.

 

 

 

 

 8 
 

 

STALLION SYNERGIES, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

 

 

Note 1 – Organization and summary of significant accounting principles (continued)

 

Stock-Based Compensation

 

The Company complies with FASB ASC Topic 718 “Compensation – Stock Compensation,” which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. FASB ASC Topic 718 focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. FASB ASC Topic 718 requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions).  That cost will be recognized over the period during which an employee is required to provide service in exchange for the award the requisite service period (usually the vesting period). No compensation costs are recognized for equity instruments for which employees do not render the requisite service. The grant-date fair value of employee share options and similar instruments will be estimated using option-pricing models adjusted for the unique characteristics of those instruments (unless observable market prices for the same or similar instruments are available).  If an equity award is modified after the grant date, incremental compensation cost will be recognized in an amount equal to the excess of the fair value of the modified award over the fair value of the original award immediately before the modification.

 

Recently Adopted Accounting Pronouncements

 

In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2011-11, an amendment to the accounting guidance for disclosure of offsetting assets and liabilities and related arrangements. The amendment expands the disclosure requirements in that entities will be required to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. The amendment is effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013, and shall be applied retrospectively. We do not expect the adoption of this accounting pronouncement to have a material effect on our financial statements when implemented.

 

In September 2011, the FASB issued Accounting Standards Update (ASU) 2011-8 an amendment to the accounting guidance for goodwill in order to simplify how companies test goodwill for impairment. The amendment permits an entity to first assess the qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The more-likely-than-not threshold is defined as having a likelihood of more than 50 percent. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. The amendment is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted. We elected not to early adopt. We do not expect the adoption of this accounting pronouncement to have a material effect on our financial statements when implemented.

 

In June 2011, the FASB issued Accounting Standards Update (ASU) 2011-05, an amendment to the accounting guidance for presentation of comprehensive income. Under the amended guidance, an entity may present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In either case, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. For public companies, the amendment is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, and shall be applied retrospectively. Early adoption is permitted. We elected not to early adopt. Other than a change in presentation, the implementation of this accounting pronouncement is not expected to have a material impact on our financial statements when implemented.

 

 

 

 

 9 
 

 

STALLION SYNERGIES, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

 

Note 1 – Organization and summary of significant accounting principles (continued)

 

In May 2011, the FASB issued an amendment to the accounting guidance for fair value measurement and disclosure. Among other things, the guidance expands the disclosure requirements around fair value measurements categorized in Level 3 of the fair value hierarchy and requires disclosure of the level in the fair value hierarchy of items that are not measured at fair value in the statement of financial position but whose fair value must be disclosed. It also clarifies and expands upon existing requirements for measurement of the fair value of financial assets and liabilities as well as instruments classified in shareholders’ equity. The guidance is effective for interim and annual periods beginning after December 15, 2011. We do not expect the adoption of the guidance to have a material impact on our financial statements when implemented.

 

There are no other new accounting pronouncements adopted or enacted during the three months ended March 31, 2016 that had, or are expected to have, a material impact on our financial statements.

 

Concentration of Credit Risk

 

The Company maintains its cash and cash equivalents in bank deposit accounts, which, at times may exceed federally insured limits. The Company has not experienced any losses in such accounts.  Management believes the Company is not exposed to any significant credit risk related to cash and cash equivalents.

 

Note 2 – Going Concern

 

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As noted above, the Company is in the development stage and, accordingly, has not yet generated significant revenues from operations. The Company has incurred losses since inception resulting in an accumulated deficit of $99,820 as of March 31, 2016 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to recover the value of its assets or satisfy its liabilities.

 

Note 3 – Income Taxes

 

As of March 31, 2016, the Company had net operating loss carry forwards of approximately $33,939 that may be available to reduce future years’ taxable income in varying amounts through 2031. In accordance with FASB ASC740 “Income Taxes”. future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

 

 

 

 

 

 

 10 
 

 

STALLION SYNERGIES, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

 

 

Note 3 – Income Taxes (continued)

 

The provision for Federal income tax consists of the following:

 

   March 31, 2016 
Refundable Federal income tax attributable to:     
Current Operations  $(33,939)
Change: valuation allowance   33,939 
Net provision for Federal income taxes  $0 

 

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

 

   March 31, 2016 
Deferred tax asset attributable to:     
Net operating loss carryover  $(99,820)
Less: valuation allowance   99,820 
Net deferred tax asset  $0 

 

Due to the change in ownership provisions of Section 382 of the Internal Revenue Code and Tax Reform Act of 1986, net operating loss carry forwards of $99,820 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occurs, the net operating loss carry forwards may be limited as to use in future years.

 

Note 4 – Common Stock

 

The authorized capital of the Company is 200,000,000 common shares with a par value of $0.001 per share.

 

On March 31, 2014, the Company issued 22,100,000 shares of common stock at in exchange for fair market value of services rendered for total compensation of $22,100.  

 

Additionally, on March 31, 2014 the Company issued 2,400,000 shares of common stock under Regulation D offering for total cash proceeds of $2,400.

 

On June 9, 2014, the Company filed a registration statement on Form S-1 with the SEC in connection with an initial offering which commenced in the fourth quarter of 2014. Pricing for the offering was set at $0.01 per share of common stock and the Company proposed to offer up to 9,500,000 whereof, 5,000,000 shares were offered by a direct offering, and 4,500,000 shares were offered by the selling shareholders at a fixed price of $.01 for the duration of the offering until the company begins trading on the OTCBB or listed on a securities exchange. The direct offering of 5,000,000 shares of common stock of Stallion Synergies, Inc to the public commenced on the effective date of the registration statement September 16, 2014. On December 16, 2014, the offering was closed and the 5,000,000 shares offering were fully subscribed at a fixed price of $0.01 per share. All the proceeds from the offering have been received during the period ended March 31, 2016.

 

There were 29,500,000 shares of common stock issued and outstanding as of March 31, 2016.

 

 

 

 

 

 

 11 
 

 

STALLION SYNERGIES, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

 

 

Note 5 – Notes payable

 

On the following dates, a shareholder provided loans secured by 10% per annum interest bearing promissory notes. If this loan remains unpaid for a period of one year after the repayment dates, the promissory notes may be convertible into common voting stocks at a price of 50% discount of the average bid on the day of the conversion. As of March 31, 2016 there were promissory notes totally $8,134 that were convertible into common voting stocks. At a conversion rate of 50% discount of the average bid of $0.01 on the possible day of conversion, these common voting stocks represent an additional 1,626,800 of common voting stock equivalents. None of the notes have been converted into common voting stock.

 

Date received loans   Amount     Repayment dates
March 31, 2014     954     April 30, 2014
March 31, 2014     4,680     April 30, 2014
June 2, 2014     2,500     June 30, 2014
June 6, 2015     515     June 30, 2015
June 27, 2015     800     June 30, 2015
July 6, 2015     1,450     July 31, 2015
November 11, 2015     500     November 30, 2015
January 1, 2016     250     January 31, 2016
February 4, 2016     250     February 29, 2016
February 8, 2016     350     February 29, 2016
February 23, 2016     250     February 29, 2016
March 14, 2016     250     March 31, 2016

 

Note 6 – Related party transactions

 

The following shares were issued for founder services rendered for the Company and all these shares were arbitrarily valued at $0.001 par value on March 31, 2014:-

 

The Company issued 20,000,000 shares valued at $20,000.00 to Long Nguyen, CEO for services rendered at fair market value on March 31, 2014

 

The following shares were issued for services rendered and all these shares were arbitrarily valued at $0.001 par value on March 31, 2014:-

 

The Company issued 1,000,000 shares to Ramalingam Doraisamy for services rendered in reviewing the company’s business plan. This shareholder is not an employee.

 

The Company issued 1,100,000 shares to Tang Wai Mun for services rendered in developing the company’s marketing plan. This shareholder is not an employee.

 

Long Nguyen, CEO owned convertible promissory notes totaling $8,134 as of March 31, 2016, that could be converted into 1,626,800 additional shares of common stock according to an arbitrary but fixed rate of $0.005 for each share of common voting stock. See Note 7 below.

 

Note 7 – Warrants and options

 

As of March 31, 2016, there were convertible promissory notes totaling $8,134 issued to Long Nguyen, CEO that could be converted into 1,626,800 additional shares of common stock. The conversion ratio is an arbitrary but fixed formula whereby $0.005 in convertible promissory notes can be converted into one share of common voting stock. There are no derivative or beneficial conversion concerns related to these convertible promissory notes. As of the date of these financial statements, Mr. Nguyen has not elected to convert any of these notes.

 

 

 

 

 

 12 
 

 

STALLION SYNERGIES, INC.

(A DEVELOPMENTAL STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

 

 

Note 8 – Commitments and contingent liabilities

 

The Company is not a party to any ongoing or pending litigation. The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

 

Note 9 – Subsequent events

 

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to March 31, 2015 to the date these financial statements were submitted to the Securities and Exchange Commission and has determined that it does not have any material subsequent events to disclose in these financial statements.

 

On April 8, 2016, there was a change in control of Stallion Synergies, Inc., a corporation organized under the laws of the State of Nevada (the “Company”). In accordance with the terms and provisions of that certain stock purchase agreement dated March 26, 2016 and effective April 8, 2016 (the "Stock Purchase Agreement") by and between Long Nguyen (“Nguyen”) and Qiaofang Liang, Xianguo Si and Aibo Wen (collectively, the “Purchasers”), the Purchasers acquired from Nguyen an aggregate 9,000,000 shares of common stock of the Company.

 

Therefore, in accordance with the terms and provisions of the Stock Purchase Agreement, the Company accepted the resignation of its officers and directors effective as of April 8, 2016 as follows: (i) Long Nguyen as the Chairman of the Board of Directors and President/Chief Executive Officer; (ii) Khoo Hsiang Hoa as Secretary; and (iii) Hoa Nguyen as Treasurer. In further accordance with the terms and provisions of the Stock Purchase Agreement, the following individuals were appointed as executive officers and/or members of the Board of Directors effective as of April 8, 2016: (i) Xianguo Si as the Chairman and sole member of the Board of Directors; (ii) Aibo Wen as the President/Chief Executive Officer, Secretary and Treasurer/Chief Financial Officer; and (iii) Shaquan Chen as the Vice President.

 

 

 13 
 

 

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

FORWARD-LOOKING STATEMENTS

 

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

 

Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.

 

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:

 

increases in interest rates or our cost of borrowing or a default under any material debt agreements;
   
the unavailability of funds for capital expenditures.

 

For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see “Factors That May Affect Our Plan of Operation” in this document.

 

In this filing references to “Company,” “we,” “our,” and/or “us,” refers to Stallion Synergies, Inc.

 

INTRODUCTION

 

Change in Control

 

On April 8, 2016, there was a change in control of Stallion Synergies, Inc., a corporation organized under the laws of the State of Nevada (the "Company"). In accordance with the terms and provisions of that certain stock purchase agreement dated March 26, 2016 and effective April 8, 2016 (the "Stock Purchase Agreement") by and between Long Nguyen (“Nguyen”) and Qiaofang Liang, Xianguo Si and Aibo Wen (collectively, the “Purchasers”), the Purchasers acquired from Nguyen an aggregate 9,000,000 shares of common stock of the Company.

 

Therefore, in accordance with the terms and provisions of the Stock Purchase Agreement, the Company accepted the resignation of its officers and directors effective as of April 8, 2016 as follows: (i) Long Nguyen as the Chairman of the Board of Directors and President/Chief Executive Officer; (ii) Khoo Hsiang Hoa as Secretary; and (iii) Hoa Nguyen as Treasurer. In further accordance with the terms and provisions of the Stock Purchase Agreement, the following individuals were appointed as executive officers and/or members of the Board of Directors effective as of April 8, 2016: (i) Xianguo Si as the Chairman and sole member of the Board of Directors; (ii) Aibo Wen as the President/Chief Executive Officer, Secretary and Treasurer/Chief Financial Officer; and (iii) Shaquan Chen as the Vice President. See “Part II. Other Information. Item 5. Other Information” for biographies.

 

Subsequent to the Stock Purchase Agreement, the business operations of the Company will change. The Company will be filing a current report on Form 8-K in the future further detailing the new business operations.

 

 

 

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Amendment to Articles of Incorporation

 

Effective April 8, 2016, Board of Directors and the majority shareholders of the Company approved an amendment to the articles of incorporation to change the name of the Company from Stallion Synergies Inc.” to "World Wind Holding Group Inc." (the “Name Change Amendment”). The Amendment was filed with the Secretary of State of Nevada on April 8, 2016 changing the name of the Company to "World Wind Holding Group Inc." (the "Name Change"). The Name Change was effected to better reflect the future business operations of the Company. See "Section 7. Corporate Governance and Management. Item 5.07 Submission of a Vote to Security Holders."

 

The Company has filed appropriate documents with FINRA to effect the Name Change, which is currently pending. Subsequent to FINRA declaring an effective date for the Name Change, the new trading symbol of the Company will have a "D" placed on the ticker symbol for twenty business days from the effective date of the Name Change. After twenty business days has passed, the Company's new trading symbol will no longer have the “D”.

 

OUR BUSINESS

 

Stallion Synergies, Inc. was an online paid market research services dedicated to serve in the areas of market research. The services included conducting paid online surveys in areas associated with product research, consumer research, packaging research, and pricing research to companies throughout the United States and other countries.

 

As of the date of this Quarterly Report, our operations will be changing in accordance with the change in control.

 

RESULTS OF OPERATIONS

 

The following discussion should be read in conjunction with our unaudited financial statements and the related notes that appear elsewhere in this Quarterly Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Quarterly Report. Our reviewed financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

 

We are a development stage company and have not generated any significant revenue. We have incurred recurring losses since inception. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

 

   For Three Month Period Ended March 31, 2016   For Three Month Period Ended March 31, 2015 
           
Revenues  $-0-    -0- 
           
Total Operating Expenses   1,100    27,484 
           
Total Other Income (Expense)   (307)   (203)
           
Net Income (loss)  $(1,407)   (27,687)
           
Net loss per share - basic and diluted  $(0.00)   (0.00)

 

 

 

 

 

 

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Three-Month Period Ended March 31, 2016 Compared to the Three Month Period Ended March 31, 2015

 

During the three-month periods ended March 31, 2016 and March 31, 2015, we did not generate any revenues. Operating expenses for the three month period ended March 31, 2016 were $1,100 compared to $27,484 for the three month period ended March 31, 2015, a decrease of $26,384. For the three month period ended March 31, 2016, we incurred: (i) consultancy fees of $-0- (2015: $20,170); (ii) general and administrative of $-0- (2015: $314); and (iii) professional fees of $1,100 (2015: $7,000). The decrease in operating expenses was due to the decrease in the scale and scope of business operations as a result of the Share Exchange Agreement. General and administrative expenses generally include corporate overhead, financial and administrative contracted services, marketing, and consulting costs.

 

During the three month period ended March 31, 2016, we incurred $307 in other expense consisting of interest compared to $203 incurred in interest expense during the three month period ended March 31, 2015.

 

Thus, our operating loss for the three-month period ended March 31, 2016 was $1,407 compared to an operating loss of $27,687 for the three-month period ended March 31, 2015 (a decrease of $26,280.

 

The weighted average number of shares outstanding during the three-month periods ended March 31, 2016 and March 31, 2015 was 29,500,000, respectively.

 

LIQUIDITY AND CAPITAL RESOURCES

 

Three-Month Period Ended March 31, 2016

 

As of March 31, 2016, our current assets were $10,876 and our current liabilities were $36,196, which resulted in a working capital deficit of $25,320.

 

As of March 31, 2016, our current assets were comprised of: (i) $876 in cash and cash equivalents; (ii) $5,000 in accounts receivable; and (iii) $5,000 in prepaid expenses. As of March 31, 2016, our total assets were $10,876 comprised of current assets. Our total assets increased slightly from fiscal year ended December 31, 2015 due to an increase in cash.

 

As of March 31, 2016, our current liabilities were comprised of: (i) $21,520 in accrued expenses; (ii) $1,677 in accrued interest payable; and (iii) $12,749 in notes payable-current. Our current liabilities increased from fiscal year ended December 31, 2015 primarily due to increase in notes payable of $1,359.

 

Stockholders' deficit increased from $23,913 as at December 31, 2015 to $25,320 as at March 31, 2016.

 

Cash Flows from Operating Activities. We have not generated positive cash flows from operating activities due to a lack of a source of revenues and the change in control. For the three month period ended March 31, 2016, net cash flows used in operating activities was $850. Net cash flows used in operating activities during the three month period ended March 31, 2016 consisted primarily of a net loss of $1,407, which was changed by an increase of $250 in accrued expenses and $307 in accrued interest payable.

 

For the three month period ended March 31, 2015, net cash flows used in operating activities was $23,749. Net cash flows used in operating activities during the three month period ended March 31, 2015 consisted primarily of a net loss of $37,712, which was changed by an increase in accounts receivable of $5,000, in accrued expenses of $18,000 and in accrued interest payable of $963.

 

Cash Flows from Investing ActivitiesFor the three month periods ended March 31, 2016 and March 31, 2015, net cash flows used by investing activities was $-0-.

 

Cash Flows from Financing ActivitiesWe have financed our operations primarily from debt or the issuance of equity instruments. For the three-month period ended March 31, 2016, net cash flows provided from financing activities was $1,350 consisting of notes payable. For the three month period ended March 31, 2015, net cash flows provided from financing activities was $23,765 consisting of $20,500 in proceeds from sale of common stock and $3,265 in notes payable.

 

MATERIAL COMMITMENTS

 

We do not have any substantial material commitments as of the date of this Quarterly Report.

 

PURCHASE OF SIGNIFICANT EQUIPMENT

 

We do not intend to purchase any significant equipment during the next twelve months.

 

 

 

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OFF-BALANCE SHEET ARRANGEMENTS

 

As of the date of this Quarterly Report, we do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

 

GOING CONCERN

 

The independent auditors' report accompanying our December 31, 2015 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. We have suffered recurring losses from operations, have a working capital deficit and are currently in default of the payment terms of certain note agreements. These factors raise substantial doubt about our ability to continue as a going concern.

 

ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a smaller reporting company, as defined by Rule 229.10(f)(1), we are not required to provide quantitative and qualitative disclosures about market risk.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “ SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

 

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and secretary, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on our assessment, our chief executive officer and our chief financial officer believe that, as of June 30, 2015, our internal control over financial reporting is not effective based on those criteria, due to the following:

 

·Deficiencies in Segregation of Duties. Lack of proper segregation of functions, duties and responsibilities with respect to our cash and control over the disbursements related thereto due to our very limited staff, including our accounting personnel.
   
·Deficiencies in the staffing of our financial accounting department. The number of qualified accounting personnel with experience in public company SEC reporting and GAAP is limited. This weakness does not enable us to maintain adequate controls over our financial accounting and reporting processes regarding the accounting for non-routine and non-systematic transactions. There is a risk that a material misstatement of the financial statements could be caused, or at least not be detected in a timely manner, by this shortage of qualified resources.

 

 

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In light of this conclusion and as part of the preparation of this report, we have applied compensating procedures and processes as necessary to ensure the reliability of our financial reporting. Accordingly, management believes, based on its knowledge, that (1) this report does not contain any untrue statement of a material fact or omit to state a material face necessary to make the statements made not misleading with respect to the period covered by this report, and (2) the financial statements, and other financial information included in this report, fairly present in all material respects our financial condition, results of operations and cash flows for the years and periods then ended.

 

This report does not include an attestation report of our 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 the rules of the SEC that permit us to provide only management’s report in this report.

 

Changes in Internal Control over Financial Reporting

 

There was no change in our internal controls over financial reporting identified in connection with the requisite evaluation that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Limitations

 

Our management, including our chief executive officer and secretary, does not expect that our disclosure controls or internal controls over financial reporting will prevent all errors or all instances of fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and any design may not succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitation of a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

PART II-OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

The Company is not a party to any pending material legal proceedings.

 

ITEM 1A. RISK FACTORS

 

Not applicable. .

 

ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

Not applicable.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

No report required.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

No report required

 

 

 

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ITEM 5. OTHER INFORMATION

 

RESIGNATION AND APPOINTMENT OF OFFICERS AND DIRECTORS

 

In accordance with the terms and provisions of the Stock Purchase Agreement, the Company accepted the resignation of its officers and directors effective as of April 8, 2016 as follows: (i) Long Nguyen as the Chairman of the Board of Directors and President/Chief Executive Officer; (ii) Khoo Hsiang Hoa as Secretary; and (iii) Hoa Nguyen as Treasurer. In further accordance with the terms and provisions of the Stock Purchase Agreement, the following individuals were appointed as executive officers and/or members of the Board of Directors effective as of April 8, 2016: (i) Xianguo Si as the Chairman and sole member of the Board of Directors; (ii) Aibo Wen as the President/Chief Executive Officer, Secretary and Treasurer/Chief Financial Officer; and (iii) Shaquan Chen as the Vice President.

 

Xianguo Si. Mr. Xianguo has over twenty years of experience in managerial capacities for large to medium sized companies involving a number of different industries. From approximately September 1997 through February 2002, Mr. Xianguo was engaged as a manager and consultant for the marketing department with Nanjing Zhanxu Trade Co., Ltd. From approximately March 2002 through January 2008, Mr. Xianguo was employed as the vice president of Guangzhou Shengdong Group in Yuexiu District, Guangzhou. From approximately February 2008 through May 2011, Mr. Xianguo was employed as the general manger of Guangzhou branch of Wuyishan Chazhimeng Tea Co., Ltd. From approximately June 2011 through April 2015, Mr. Xianguo was employed as a general manager of Guangzhou Yi’ang Trade Ltd. And lastly, from May 2015 to current date, Mr. Xianguo was employed as the president of Chengdu World Style Maker Electronic Business Co. Ltd.

 

Mr. Xianguo has accumulated numerous skills and expertise involving areas such as marketing, market dynamics, marketing planning and implantation. He has further developed strong abilities in both written and verbal communication and demonstrated a great aptitude for coordination and socializing of management, employees and people in general. Mr. Xianguo has further demonstrated high qualities in leadership ability and management by placing a large degree of importance on values and principles. Mr. Xianguo also has developed an acute insightfulness into economics and commerce and investments.

 

Mr. Xianguo earned a Bachelor’s degree with a major in industry and business management from Nanjing University in July 1007.

 

Wen Aibo. Mr. Wen has been a lawyer for over twenty years. From approximately 1992 through 2000, Mr. Wen was employed as legal counsel for the Chenghua Processing Plant of Chengdu Glassworks. During this period, Chenghua became the only enterprise making profits continuously in the building material system of Chengdu and ranked top in sales performance among rivals. Chenghua also became the largest manufacturer of mirrors for civil use in the Southwest China region. From 1985 to 2000, Chengdu successfully monopolized the production of mirrors for civil use in the market of Sichuan and created an annual return rate of 800%. In the same period, Chengdu Longben Glass Co., Ltd. (Sino-Foreign Joint Venture) became the glass producer with the best processing quality and level in Chinese inland and became a leading enterprise. Chengdu Tonghe Industry Ltd. was an enterprise engaged in processing technology research and development and production of glass leading China with its technologies and taking the initiative to develop "crystal patter glass".


Currently, Mr. Wen is engaged as the president of Sichuan Yitaoying Ceramic Cultural Products Co., Ltd., which is the largest producer of colored ceramics in Sichuan, the president of Chengdu Yanxing Building Materials Co., Ltd. and the president of Sichuan Guiyun Health Management Co., Ltd., which is focused on being a new type of community food therapy enterprise of health. He also serves as the vice chairman of the chamber of commerce of Danling, vice chairman of the association of industry and commerce of Danling and a member of the standing committee of CPPCC Danling.

 

Mr. Wen graduated with a law major from the Open University of China in July 1988. He honored as an excellent graduate and a student of merits of the Open University of China. He also was number one in his class in academic performance in the work station of the Open University for five semesters in succession.

 

Shuquan Chen Biography. During the past twenty years, Mr. Chen has been involved with a number of companies and is considered a prominent and representative entrepreneur in Guangdong Province, China, leading with reform and innovation in the investment management industries. Under Mr. Chen's leadership, the companies he has founded lead in the investment industry with many major innovations by valuing supply chain and choosing investment orientation accurately. Mr. Chen has made a positive contribution in promoting reform and development of China's investment industry.

 

 

 

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From approximately October 2012 to current date, Mr. Chen was the chairman of the board of directors of Guangzhou Feng Dequan Education Co., Ltd., which under his management resulted in the expansion of educational institutions in a substantial number of cities in China with more than 100 individual clients and 58 educations. The company has become recognized as a leading expert in early education and represents the largest educational brand. From approximately December 2011 to current date, Mr. Chen is also the founder and chief executive officer of Guangxi Weilong Investment (Weilong Technoloy Park) Co., Ltd.

 

From approximately early 2005 through September 2014, Mr. Chen was the chairman and founder of Guangdong World Venture Capital Co., Ltd., where during ten years he built the company from a start-up organization with eight employees to a 1,000,000 RMB investment fund, which is now a well-known investment group in the Guangdong Province. The investments covered real estate, small loan companies, education, supply chains and other fields. Guangdong World Venture Capital Co. Ltd. invested and held shares of Feng Dequan Education Consulting Co. Ltd. resulting in Feng Dequan Consulting Co. Ltd. becoming a premier educational brand in the field of early education in China. From approximately August 1992 through December 2012, Mr. Chen was also the chairman of Guangzhou Yifu Engineering Design Co., Ltd.

 

Mr. Chen is also active in the Chinese educational charities. Together with Feng Dequan Education Consulting Co. Ltd., the father of China's early education and the Working Committee for the Care of the Next Generation, Mr. Chen established the "Sunshine Education Charity Feng Dequan Fund", which is committed to help children in poor areas get education, care for children's growth, support for development of early education in poor areas and building more public welfare charity. In September 2014, Chen Shuquan officially resigned from the Guangdong World Venture Capital to be the Chief Executive Officer of the Company. Mr. Chen is confident that he will be able to lead the Company to become one of China's top industry supply chain groups.

 

Mr. Chen attended and earned a bachelor degree in economics from Beijing Normal University.

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

Beneficial Ownership Chart

 

The following table sets forth certain information, as of the date of this Quarterly Report, with respect to the beneficial ownership of the outstanding common stock by: (i) any holder of more than five (5%) percent; (ii) each of the Company's executive officers and directors; and (iii) the Company’s directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned. Unless otherwise indicated, each of the stockholders named in the table below has sole voting and investment power with respect to such shares of common stock. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated. As of the date of this Quarterly Report, there are 29,500,000 shares of common stock issued and outstanding.

 

Title of Class

Name and Address of Beneficial Owner

Officers and Directors

Amount and Nature of Beneficial Owner Percent of Class (1)

Common Stock

Xianguo Si

Room 1002, Unit 3, Building 4 Fenghuangcheng,

Tianfu 2nd Street

Chengdu City

Sichuan Province

10,200,000

34.58%

Common Stock

Aibo Wen

Room 917, Unit 1, Building 4 Mudan Mingdi, No. 5 Xinguang Road

Wuhou District, Chengdu City

3,140,000

10.64%
Common Stock

Shaquan Chen

Yihao Ge 41E

Gangyi Haoting Yard

Chuanbu Road, Luohu District Shenzhen City

Guandong Province, China

-0- 0%

 Common Stock

Officers and Directors as a Group (3 person)

13,340,000

45.22%

Beneficial Owners in Excess of 5%

Liang Qiaofang

Room 2304, Building 19 Zhudao Garden

Liwan District, Guangzhou

6,660,000

22.57%

 

(1)

Percentage of beneficial ownership of our common stock is based on 29,500,000 shares of common stock outstanding as of the date of this Current Report.  

 

 

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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

Name Change Amendment/Reverse Stock Split

 

On April 8, 2016, the members of the Board of Directors and the majority shareholders of the Company approved a reverse stock split of one for two hundred fifty (1:250) of the Company's total issued and outstanding shares of common stock (the “Stock Split”) and the Name Change. Pursuant to the Company's Bylaws and the Nevada Revised Statutes, a vote by the holders of at least a majority of the Company’s outstanding votes is required to effect the Stock Split and the Name Change. The Company’s articles of incorporation do not authorize cumulative voting. As of the record date of April 8, 2016, the Company had 29,500,000 voting shares of common stock issued and outstanding. The consenting stockholders of the shares of common stock are entitled to 20,000,000 votes, which represents approximately 67.80% of the voting rights associated with the Company’s shares of common stock. The consenting stockholders voted in favor of the Stock Split and the Name Change described herein in a unanimous written consent dated April 8, 2016.

 

The Board of Directors had previously considered factors regarding their approval of the Stock Split including, but not limited to: (i) current trading price of the Company’s shares of common stock on the OTC Market and potential to increase the marketability and liquidity of the Company’s common stock; (ii) possible reluctance of brokerage firms and institutional investors to recommend lower-priced stocks to their clients or to hold in their own portfolios; (iii) desire to meet future requirements of per-share price and net tangible assets and shareholders’ equity relating to admission for trading on other markets; and (iv) posturing the Company and its structure in favorable position in order to effectively negotiate with potential acquisition candidates. The Board of Directors of the Company approved the Name Change and the Stock Split and recommended the majority shareholders of the Company review and approve the Name Change and the Stock Split.

 

As of the date of this Quarterly Report on Form 8-K, the Board of Directors is determining whether or not its advisable to effect the Reverse Stock Split based upon proposed future corporate structure and operational strategy.

 

ITEM 6. EXHIBITS

 

31.1   Rule 13a-14(a)/15d-14(a) Principal Executive Officer Certification and Principal Financial Officer Certification
     
32.1   Certifications under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)
     
101.INS   XBRL Instance Document
101.SCH   XBRL Taxonomy Extension Schema Document
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   XBRL Taxonomy Extension Label Linkbase Document
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

 

 

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on June 28, 2016.

 

  STALLION SYNERGIES, INC.
   
     
  By: /s/ Aibo Wen
    Aibo Wen
    Chief Executive Officer and
    Principal Accounting Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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