UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

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

 

For the quarterly period ended   June 30, 2016

 

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _______

 

Commission File Number: 000-53730

 

EFT HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		22-1211204
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)

 

17800 Castleton St., Suite 300

City of Industry, CA 91748

(Address of Principal Executive Offices) (Zip Code)

 

Registrant's telephone number including area code: (626) 581-3335

 

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter 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 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Larger accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x

 

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

 

As of August 15, 2016, the registrant had 75,983,201 outstanding shares of common stock.

 

 

INDEX

 

		Page
	Part I — Financial Information
Item 1.	Financial Statements.	4
	Consolidated Balance Sheets as of June 30, 2016 and March 31, 2016 (Unaudited)	4
	Consolidated Statements of Operations for the Three Months Ended June 30, 2016 and 2015 (Unaudited)	5
	Consolidated Statements of Comprehensive Loss for the Three Months Ended June 30, 2016 and 2015 (Unaudited)	6
	Consolidated Statements of Cash Flows for the Three Months Ended June 30, 2016 and 2015 (Unaudited)	7
	Notes to Consolidated Financial Statements for the Three Months Ended June 30, 2016 and 2015 (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22
	Part II — Other Information
Item 1.	Legal Proceedings.	23
Item 1A.	Risk Factors.	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	23
Item 3.	Defaults Upon Senior Securities.	23
Item 4.	Mine Safety Disclosures.	23
Item 5.	Other Information.	23
Item 6.	Exhibits.	23
Signatures		24

 

 

Cautionary Statement

 

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events or the Company’s future financial performance. The Company has attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “expects,” “can,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should” or “will” or the negative of these terms or other comparable terminology. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents the Company files with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those projected. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. The Company undertakes no obligation to update these forward-looking statements. The Company’s expectations are as of the date this Form 10-Q is filed, and the Company does not intend to update any of the forward-looking statements after the date this quarterly report on Form 10-Q is filed to conform these statements to actual results, unless required by law. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed under Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended March 31, 2016 as filed with the Securities and Exchange Commission.

 

 

PART I - FINANCIAL INFORMATION

 

Item 1.         Financial Statements.

 

EFT HOLDINGS, INC.

 

Consolidated Balance Sheets

(Unaudited)

 

		June 30, 2016				March 31, 2016
ASSETS
Current assets
Cash and cash equivalents		$	2,348,114			$	3,427,666
Securities available for sale			775,455				810,344
Inventories			226,905				221,439
Prepaid expenses			336,556				510,510
Related party receivables			-				1,000,000
Other receivables			358,409				440,663
Total current assets			4,045,439				6,410,622
Property and equipment, net			10,060,700				10,129,691
Security deposit			357,269				357,408
Total assets		$	14,463,408			$	16,897,721
LIABILITIES AND EQUITY (DEFICIENCY)
Current liabilities
Accounts payable		$	2,035,684			$	2,138,078
Related party payable			101,250				97,500
Commission payable			3,672,071				3,682,236
Other liabilities			5,587,138				6,601,774
Unearned revenues			3,193,376				3,201,936
Short-term loan			103,787				258,308
Contingent liabilities			199,536				205,087
Total liabilities			14,892,842				16,184,919
Equity (deficiency)
EFT Holdings, Inc. stockholders' equity (deficiency):
Preferred stock, $0.001 par value, 25,000,000 shares authorized, none issued and outstanding			-				-
Common stock, $0.00001 par value, 4,975,000,000 shares authorized, 75,983,201 shares issued and outstanding at June 30, 2016 and March 31, 2016			760				760
Additional paid in capital			52,854,891				52,854,891
Accumulated deficit			(53,165,579	)			(51,997,694	)
Accumulated other comprehensive loss			(58,866	)			(86,495	)
Total EFT Holdings, Inc. stockholders’ equity (deficiency)			(368,794	)			771,462
Non-controlling interest			(60,640	)			(58,660	)
Total equity (deficiency)			(429,434	)			712,802
Total liabilities and equity (deficiency)		$	14,463,408			$	16,897,721

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

EFT HOLDINGS, INC.

 

Consolidated Statements of Operations

(Unaudited)

 

		Three Months Ended
		June 30, 2016				June 30, 2015
Sales revenues, net		$	86,231			$	76,316
Shipping charges			6,424				24,051
Total revenues, net			92,655				100,367
Cost of sales			54,785				48,068
Shipping costs			257				175
Total cost of revenues			55,042				48,243
Gross profit			37,613				52,124
Operating expenses:
Selling, general and administrative expenses			1,091,620				1,345,197
Provision for inventory obsolescence			9,572				6,409
Royalty expenses - related party			125,000				125,000
Total operating expenses			1,226,192				1,476,606
Operating loss			(1,188,579	)			(1,424,482	)
Other income/(expense)
Interest income			12,391				20,739
Interest expense			(2,953	)			(42,913	)
Gain/(loss) on disposal of securities available for sale (includes $(11,207) and $9,060 accumulated other comprehensive (loss)/income reclassifications for unrealized net gains on securities available for sale for the three months ended June 30, 2016 and 2015, respectively)			12				(3,592	)
Foreign exchange loss			(804	)			(408	)
Other income			12,937				17,057
Total other income			21,583				(9,117	)
Loss before income taxes			(1,166,996	)			(1,433,599	)
Income tax expense			2,869				-
Net loss			(1,169,865	)			(1,433,599	)
Loss from non-controlling interest			1,980				2,221
Net loss attributable to EFT Holdings, Inc.		$	(1,167,885	)		$	(1,431,378	)
Net loss per share
Basic and diluted		$	(0.02	)		$	(0.02	)
Net loss per common share attributable to EFT Holdings, Inc.
Basic and diluted		$	(0.02	)		$	(0.02	)
Weighted average common shares outstanding
Basic and diluted			75,983,201				75,983,201

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

EFT HOLDINGS, INC.

 

Consolidated Statements of Comprehensive Loss

(Unaudited)

		Three Months Ended
		June 30, 2016				June 30, 2015
Net loss		$	(1,169,865	)		$	(1,433,599	)
Other comprehensive income/(loss)
Foreign currency translation adjustment			24,165				3,990
Unrealized gain on securities available for sale			3,464				(13,877	)
Comprehensive loss			(1,142,236	)			(1,443,486	)
Less: Comprehensive loss attributable to
non-controlling interests			(1,980	)			(2,221	)
Comprehensive loss attributable to EFT Holdings, Inc.		$	(1,140,256	)		$	(1,441,265	)

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

EFT HOLDINGS, INC.

 

Consolidated Statements of Cash Flows
(Unaudited)

		Three Months Ended
		June 30, 2016				June 30, 2015
Cash flows from operating activities:
Net loss		$	(1,169,865	)		$	(1,433,599	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			48,911				42,259
(Gain)/loss from securities available for sale			(12	)			3,592
Provision for inventory obsolescence			9,572				6,409
Loss on disposal of fixed assets			-				11,432
Changes in operating assets and liabilities:
Inventories			(16,158	)			37,151
Prepaid expenses			173,388				155,477
Other receivables			5,028				6,669
Accounts receivable			75,602				8,719
Accounts payable			(101,908	)			212,662
Commission payable			(10,165	)			(89,836	)
Other liabilities			(1,006,449	)			99,337
Unearned revenues			(8,560	)			78,600
Net cash used in operating activities			(2,000,616	)			(861,128	)
Cash flows from investing activities:
Additions to fixed assets			(1,659	)			-
Purchase of securities available for sale			(1,543	)			-
Proceeds from available for sale securities			39,563				697,916
Related party receivables			1,000,000				-
Net cash provided by investing activities			1,036,361				697,916
Cash flows from financing activities:
Repayment of short-term loan			(154,521	)			(168,239	)
Related party payable			3,750				3,750
Net cash used in financing activities			(150,771	)			(164,489	)
Effect of exchange rate changes on cash			35,474				(106	)
Net decrease in cash			(1,079,552	)			(327,807	)
Cash, beginning of period			3,427,666				2,332,595
Cash, end of period		$	2,348,114			$	2,004,788
Supplemental disclosures of cash flow information:
Interest expenses paid in cash		$	1,846			$	2,021

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

EFT HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

 

Note 1 - ORGANIZATION

 

EFT Holdings, Inc., “EFT Holdings” or the “Company,” formerly EFT Biotech Holdings, Inc., was incorporated in the State of Nevada on March 19, 1992.  The Company’s business is classified by management into two reportable segments: online and beverage. These reportable segments are two distinct businesses, each with a different customer base, marketing strategy and management structure. Substantially all of the Company’s revenue is generated from Mainland China.

 

Note 2 - GOING CONCERN

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has negative working capital of $10,847,403 and an accumulated deficit of $53,165,579 as of June 30, 2016, and it reported net operating losses for the past two fiscal years. The Company expects to continue incurring losses for the foreseeable future and may need to raise additional capital from external sources in order to continue the long-term efforts contemplated under its business plan. These circumstances, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

The Company expects to continue incurring losses for the foreseeable future and may need to raise additional capital from external sources in order to continue the long-term efforts contemplated under its business plan. The Company is in the process of reevaluating its current marketing strategy as it relates to the sale of its current product line. In addition, the Company is pursuing other revenue streams which could include strategic acquisitions or possible joint ventures of other business segments.

 

Note 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of June 30, 2016 and the results of operations and cash flows for the periods ended June 30, 2016 and 2015. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the three months ended June 30, 2016 are not necessarily indicative of the results to be expected for any subsequent periods or for the year ending March 31, 2017. The balance sheet at March 31, 2016 has been derived from the audited financial statements at that date.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. These unaudited financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended March 31, 2016 as included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2016.

 

Certain amounts in prior period financial statements have been reclassified to conform to current period presentation.

 

Principles of consolidation

 

The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned except for Digital Development Partners Inc., “Digital”, which is 91.7% owned by the Company. All material intercompany transactions and balances have been eliminated.

 

Uses of estimates in the preparation of financial statements

 

The preparation of financial statements in conformity with generally accepted accounting principles 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. These estimates and assumptions include determining the fair market value of the Company’s inventory, the collectability of accounts receivable, the value of deferred taxes and related valuation allowances. Certain of the Company’s estimates, including evaluating the collectability of accounts receivable and the fair market value of inventory, could be affected by external conditions, including those particular to the Company’s industry, and general economic conditions. It is possible that these external factors could have an effect on the Company’s estimates that could cause actual results to differ from the Company’s estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and records adjustments when necessary.

 

 

Fair value measurements

 

ASC Topic 820 defines fair value, establishes a framework for measuring fair value and enhances disclosure requirements for fair value measurements. This topic does not require any new fair value measurements. ASC Topic 820 defines fair value as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. As a basis for considering such assumptions, ASC Topic 820 establishes a three-tier value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

 

Level 1 —  Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

Level 2 —  Other inputs that are directly or indirectly observable in the marketplace.

 

Level 3 —  Unobservable inputs which are supported by little or no market activity.

 

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. In accordance with ASC Topic 820, the Company measures its securities available for sale at fair value. The securities available for sale are classified within Level 1 since they are valued using quoted market prices.

 

Recent accounting pronouncements

 

There are no new accounting pronouncements adopted or enacted during the three months ended June 30, 2016 that had, or are expected to have, a material impact on the Company’s financial statements.

  

Note 4 - SECURITIES AVAILABLE FOR SALE

 

Securities available for sale consist of the following:

 

		June 30, 2016
		Amortized				Unrealized				Unrealized				Market				Average
		Cost				Gains				Losses				Value				Duration (1)
Corporate bonds		$	196,350			$	3,427			$	(2,304	)		$	197,473				4.46
Corporate notes			574,695				8,068				(4,781	)			577,982				1.82
Total debt securities		$	771,045			$	11,495			$	(7,085	)		$	775,455

 

		March 31, 2016
		Amortized				Unrealized				Unrealized				Market				Average
		Cost				Gains				Losses				Value				Duration (1)
Corporate bonds		$	235,901			$	2,276			$	(2,773	)		$	235,404				4.67
Corporate notes			573,497				5,720				(4,277	)			574,940				2.07
Total debt securities		$	809,398			$	7,996			$	(7,050	)		$	810,344

  

(1)

Average remaining duration to maturity, in years.

 

All securities were classified as available for sale as of each date presented.

 

The following table shows the gross unrealized losses and fair value of the Company’s investments, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position, as of June 30, 2016:

 

		Less than 1 year								1 Year or More								Total
		Market				Unrealized				Market				Unrealized				Market				Unrealized
		Value				Losses				Value				Losses				Value				Loss
Corporate bonds		$	-			$	-			$	70,039			$	(2,304	)		$	70,039			$	(2,304	)
Corporate notes			-				-				257,732				(4,781	)			257,732				(4,781	)
Total debt securities		$	-			$	-			$	327,771			$	(7,085	)		$	327,771			$	(7,085	)

 

 

Declines in the fair value of available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses to the extent the impairment is related to credit losses. The amount of the impairment related to other factors is recognized in other comprehensive income. In estimating other-than-temporary impairment losses, management considers, among other things: (i) the length of time and the extent to which the fair value has been less than cost; (ii) the financial condition and near-term prospects of the issuer; and (iii) the intent and ability to retain the investment in the issuer for a period of time sufficient to allow for any anticipated recovery of cost.

 

There were 5 securities in an unrealized loss position at June 30, 2016. Management does not intend to sell any of the securities classified as available for sale which have unrealized losses and believes that it is not likely that the Company will have to sell any such securities before a recovery of cost. The unrealized losses are largely due to increases in market interest rates over the yields available at the time the underlying securities were purchased and are not the result of deteriorated credit quality. The fair value is expected to recover as the bonds approach their maturity or re-pricing date or if market yields for such investments decline. Management does not believe such securities are other-than-temporarily impaired due to reasons of credit quality.

 

Investment securities with a book value of $39,551 were sold during the three months ended June 30, 2016. The Company recognized a gain of $12 on the sale of those securities.

 

Note 5 - INVENTORIES

  

The components of inventories were as follows:

 

		June 30, 2016				March 31, 2016
Raw materials and supplies		$	39,440			$	40,537
Finished goods			187,465				180,902
		$	226,905			$	221,439

 

Note 6 - LOANS TO RELATED PARTIES AND RELATED PARTY TRANSACTIONS 

 

The Company uses the “EFT” name, a trademark owned and licensed to it by EFT Assets Limited (“EFT Assets”), a company that Wendy Qin, a director of EFT International Ltd., served as a director until March 2015. The Company is required to pay an annual royalty to EFT Assets equal to a percentage of its gross sales for the previous fiscal year. The percentage is 5% for the first $30 million in gross sales, 4% for the $10 million in gross sales in excess of $30 million, 3% for the $10 million in gross sales in excess of $40 million; 2% for the $10 million in gross sales in excess of $50 million; and 1% for the $10 million in gross sales in excess of $60 million, with a minimum annual royalty of $500,000. EFT Assets is owned by a number of persons, including Wendy Qin. Ms. Qin is the sister of Jack Jie Qin, the Company’s president. During each of the three months ended June 30, 2016 and 2015, the royalties paid to EFT Assets were $125,000.

 

In March 2010, the Company’s subsidiary, EFT International Ltd., entered into a consulting agreement with JFL Capital Limited (“JFL”), a company in which Wendy Qin serves as a director and is one of the principal shareholders. Under this agreement,  JFL will provide consulting services on administration, financial matters, corporate planning and business development commencing on April 1, 2010, with an annual fee of $315,000. The annual fee is increased at the rate of $15,000 each year starting from April 1, 2011. The agreement may be terminated by either party on three months’ written notice. For the three months ended June 30, 2016 and 2015, the Company recorded consulting fees payable to JFL of $101,250 and $97,500, respectively.

 

From April 1, 2014 to April 1, 2015, the Company rented 2,500 square feet of office space with a monthly rent of $10,735 for its satellite training center located at Suite 3706, Langham Office Tower, 8 Argyle Street, Kowloon, Hong Kong SAR. From April 1 through June 24, 2015, the monthly rent was $15,319. The former office location is owned by a number of persons, including Wendy Qin, a director of EFT (HK) Ltd and the sister of Jack Jie Qin, the Company’s president.  During the three months ended June 30, 2015, the Company paid the lessors $42,983. The lease was terminated on June 24, 2015.

 

In February 2016, the Company advanced $1,000,000 to President Jack Qin for the prepayment of amounts relating to business development activities planned by the Company. The advance was not used and was repaid to the Company in June 2016.

 

Note 7 - OTHER CURRENT LIABILITIES

 

Accrued and other current liabilities consist of the following:

 

 

		June 30, 2016				March 31, 2016
Payroll liabilities		$	42,374			$	42,593
Warranty liabilities			1,710				1,589
Accrued commission			591,393				1,583,740
Accrued contingent guarantee			4,452,374				4,453,755
Accrued expenses			358,820				379,985
Interest and penalty for income tax accrued			137,297				136,190
Others			3,170				3,922
		$	5,587,138			$	6,601,774

 

Note 8 - CONTINGENT LIABILITIES

  

In 2009, the Company’s subsidiary, Tianquan, engaged a general contractor to construct a water manufacturing plant for RMB4,758,600 ($766,000). Upon completion, EFT inspected the plant and found several material construction defects, including, but not limited to, the fact that the contractor used inferior construction material, inconsistent construction plans and substandard insulation material. As a result, EFT conditioned its final construction payment to the contractor in the amount of RMB698,896 ($112,500) on the rectification of all construction defects. On March 22, 2012, the contractor brought a case against EFT in Baiquan People’s Court in Heilongjiang Province seeking approximately RMB1,912,000 ($308,000) of purported outstanding payments under the contract and interest thereon. On January 16, 2014, Tianquan received an unfavorable decision issued by Baiquan People’s Court in Heilongjiang Province awarding the contractor approximately RMB1,326,916 ($199,536) of purported outstanding payments under the contract and interest thereon. The Company filed an appeal with Qiqihar Intermediate People’s Court and recorded contingent liabilities of RMB1,326,916 ($199,536). (See Note 12)

 

Note 9 - SHORT-TERM LOAN

 

The Company received a $503,200 loan from a third party, Insurance Financing, Inc., “IFI”, to finance the directors’ and officers’ insurance premium for the fiscal years 2014 and 2015. The loan bore an interest rate of 3.60% per annum, and was to be repaid over a nine-month period which began on December 15, 2014. The terms of the agreement allowed for the Company to make nine equal payments of $56,753 each and the loan was fully repaid during the quarter ended September 30, 2015.

 

The Company renewed coverage for the 2015-2016 periods and received a new loan in the amount of $462,170 from IFI to finance the directors’ and officers’ insurance premium bearing an interest rate of 3.60% per annum. The loan was to be repaid over a nine-month period beginning on December 15, 2015. The terms of the agreement allowed for the Company to make nine equal payments of $52,126 each.

 

Note 10 - INCOME TAXES

 

The Company was incorporated in the United States and has operations in five tax jurisdictions - the United States, the Hong Kong Special Administrative Region, “HK SAR”, mainland China, Taiwan, and the BVI.

 

The Company generated substantially all of its net income from its BVI operations for the three months ended June 30, 2016 and 2015. According to BVI tax law, this income is not subject to any taxes. The Company’s HK SAR subsidiaries are subject to a 16.5% profit tax based on its taxable net profit. EFT (HK) Ltd provides management service to a BVI subsidiary, and the BVI subsidiary reimburses EFT (HK) Ltd for its total operating expenses plus a 5% mark up, and the income is subject to a 16.5% profit tax. The deferred tax assets for the Company’s U.S. operations were immaterial for the three months ended June 30, 2016 and 2015.

 

The Company’s Taiwan subsidiary, EFTI, and its factory in mainland China are subject to a 17% and 25% standard enterprise income tax, respectively, based on its taxable net profit. These operations have incurred net accumulated operating losses for income tax purposes and management believes that it is more likely than not that these net accumulated operating losses will not be utilized in the future. Therefore, it has provided full valuation allowance for the deferred tax assets arising from the losses as of June 30, 2016 and 2015.

 

The income tax expense consists of the following:

 

		Three Months Ended June 30,
		2016				2015
Current:
Domestic – Federal		$	-			$	-
– State			2,869				-
Foreign			-				-
Deferred			-				-
Income tax expense		$	2,869			$	-

 

 

A reconciliation of income taxes, with the amounts computed by applying the statutory federal income tax rate, 37% for the three months ended June 30, 2016 and 2015, to income before income taxes for the three months ended June 30, 2016 and 2015, is as follows:

 

		Three Months Ended June 30,
		2016				2015
Income tax provision (benefit) at U.S. statutory rate		$	(431,056	)		$	(529,610	)
State tax			2,869				-
Deferred tax valuation allowance			430,765				528,747
Nondeductible expenses			291				863
Income tax expense		$	2,869			$	-

 

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction, and various states and foreign jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local, or non-U.S., income tax examinations by tax authorities for tax years before the year ended March 31, 2007.

 

The Company has not provided deferred taxes on unremitted earnings attributable to international companies that have been considered to be reinvested indefinitely. Because of the availability of U.S. foreign tax credits, it is not practicable to determine the income tax liability that would be payable if such earnings were not indefinitely reinvested. In accordance with ASC Topic 740, interest associated with unrecognized tax benefits is classified as income tax and penalties are classified in selling, general and administrative expenses in the statements of operations.

 

The extent of the Company’s operations involves dealing with uncertainties and judgments in the application of complex tax regulations in a multitude of jurisdictions. The final taxes paid are dependent upon many factors, including negotiations with taxing authorities in various jurisdictions and resolution of disputes arising from federal, state and international tax audits. The Company recognizes potential liabilities and records tax liabilities for anticipated tax audit issues in the United States and other tax jurisdictions based on its estimate of whether, and the extent to which, additional taxes will be due.

 

Note 11 - SEGMENT INFORMATION

 

The Company’s business is classified by management into two reportable business segments: online and beverage. The online business reportable segment is an aggregation of the Company’s online operating segments, which are organized to sell the Company’s products to Affiliates through its websites. The online business reportable segment derives revenue from the sales of nutritional products, personal care products and EFT-phones and access fees for its network platform. The beverage business reportable segment derives revenue and expense from the bottled water factory in Baiquan, Heilongjiang Province, the PRC. Unallocated items comprise mainly corporate expenses and corporate assets.

 

Although substantially all of the Company’s revenue is generated from Mainland China, the Company is organizationally structured along business segments. The accounting policies of each of the Company’s operating segments are the same as those described in Note 3, “Summary of Significant Accounting Policies.”

 

The following tables provide the business segment information as of and for the three months ended June 30, 2016 and 2015. Income tax allocations have been determined based on statutory rates in the applicable business segment.

 

		Three months ended June 30, 2016
		Online				Beverage				Unallocated
		business				business				items				Total
Total revenues, net		$	92,655			$	-			$	-			$	92,655
Total cost of revenues			(55,042	)			-				-				(55,042	)
Gross profit			37,613				-				-				37,613
Operating expenses:
Selling, general and administrative expenses			419,925				47,852				623,843				1,091,620
Provision for inventory obsolescence			9,572				-				-				9,572
Royalty expenses			125,000				-				-				125,000
Total operating expenses			554,497				47,852				623,843				1,226,192
Net operating loss			(516,884	)			(47,852	)			(623,843	)			(1,188,579	)
Other income/(expense)			21,992				-				(409	)			21,583
Allocated income tax expense			-				-				(2,869	)			(2,869	)
Loss after income tax			(494,892	)			(47,852	)			(627,121	)			(1,169,865	)
Total long-lived assets			1,078				645,780				9,413,842				10,060,700
Additions to long-lived assets			-				-				1,659				1,659

 

 

		Three months ended June 30, 2015
		Online				Beverage				Unallocated
		business				business				items				Total
Total revenues, net		$	100,367			$	-			$	-			$	100,367
Total cost of revenues			(48,243	)			-				-				(48,243	)
Gross profit			52,124				-				-				52,124
Operating expenses:
Selling, general and administrative expenses			449,386				46,514				849,297				1,345,197
Provision for inventory obsolescence			6,409				-				-				6,409
Royalty expenses			125,000				-				-				125,000
Total operating expenses			580,795				46,514				849,297				1,476,606
Net operating loss			(528,671	)			(46,514	)			(849,297	)			(1,424,482	)
Other income/(expense)			26,505				-				(35,622	)			(9,117	)
Allocated income tax expense			-				-				-				-
Loss after income tax			(502,166	)			(46,514	)			(884,919	)			(1,433,599	)
Total long-lived assets			2,640				836,722				1,096				840,458
Additions to long-lived assets			-				-				-				-

 

Note 12 - LITIGATION

 

On October 1, 2010, EFT Investment Co. Ltd., “EFTI”, filed a lawsuit against Hsiao Zhong-Xing, former general manager of Excalibur, and Lu Zhuo-Jun, former vice general manager of Excalibur, collectively “Defendants,” in the Taiwan Shihlin District Prosecutor’s Office. EFTI alleges, among other things, that Defendants committed the offences of capital forging, fraud, breach of trust, and document fabrication. On April 30, 2013, the Taiwan Shihlin District Court found that both Hsaio Zhong-Xing and Lu Zhuo-Jun were guilty of fraudulent increase of paid-up capital and dismissed all other charges. As a result, Hsiao Zhong-Xing received a six-month jail sentence and Lu Zhuo-Jun received a five-month jail sentence. Both of their jail sentences can be converted into a fine. On May 27, 2013, the Shihlin District Prosecutor filed an appeal in the Taiwan High court for reconsideration of the judgment entered by the District Court. On February 19, 2014, the Taiwan High Court sustained the District Court’s decision and found Hsaio Zhong-Xing guilty and sentenced him to a mandatory ten month jail sentence; and found Lu Zhuo-Jun guilty and sentenced him to a mandatory eight-month jail sentence. This decision is final and confirmed. Based on the Taiwan Shihlin District Court’s judgment of fraudulent increase of paid-up capital, Excalibur filed a civil lawsuit against Hsiao Zhong-Xing, Lu Zhuo-Jun and Jiao Ren-He on January 7, 2014 for the unpaid capital amount of NTD 475,312,500. On January 13, 2015, being the largest creditor of Excalibur, EFTI filed a submission to the court to apply to join the case and the court’s decision is pending. On April 14, 2015, Excalibur filed with the court to withdraw the case and the court approved.

 

EFTI filed a civil lawsuit against Jiao Ren-Ho, Chang Hui-Ying, Hsiao Zhong-Xing, and Lu Zhuo-Jun, collectively “Defendants,” in the Taiwan Shihlin District court on February 12, 2010. EFTI alleges Defendants committed tortious acts, including but not limited to the offences of capital forging, fraud, breach of trust and document fabrication. The Shihlin District Court found in favor of all Defendants in the case. EFTI filed an appeal in the appellate court for reconsideration of the judgment entered by the District Court. The appellate court remanded the case to District Court for a second review and the District Court found in favor of all Defendants for the second time. EFTI therefore filed a second appeal in the appellate court for reconsideration of the judgment entered by the District Court. On December 7, 2015, the appellate court dismissed the appeal.

 

Marinteknik Shipbuilders (S) Pte Ltd., a Singapore company, filed a lawsuit against Excalibur in the Taiwan Taichung District Court on July 9, 2009 for unpaid service fees and out-of-pocket expenses of NTD 8,050,832, equivalent to approximately $254,700. On August 20, 2009, the Taiwan Taipei district court froze Excalibur’s cash of $203,402 in response to the suit. A contingent liability for the restricted cash has been recorded. As EFTI is Excalibur’s largest creditor, in consideration of recovering the frozen cash, EFTI filed a submission to the court to apply to join the case on January 13, 2015. On June 16, 2015, the Taiwan High Court Taichung Branch Court sustained the decision of the Taiwan Taichung District Court in favor of Marinteknik. As Excalibur is no longer EFTI’s subsidiary, EFTI cannot appeal the case and the case has been closed.

 

 

On August 2, 2010, the Company commenced a legal proceeding against Marinteknik Shipbuilders (S) Pte Ltd. and six other persons in the High Court of the Republic of Singapore alleging fraud, misrepresentation, and deceit on the part of the defendants with respect to the Company’s investment in Excalibur. The Company claims that the wrongful actions of the defendants resulted in damages of $19,000,000 to the Company. On December 11, 2012, the High Court issued a decision whereby it dismissed the Company’s actions against Marinteknik and Lim Lan Eng (Priscilla), a director of Marinteknik. On January 8, 2013, the Company filed an appeal against the decision made by the High Court. On November 29, 2013, the appellate court issued its order and sustained the High Court’s decision and awarded legal fees to the defendants. The Company has accrued a liability in the amount of $200,000 for the legal costs. The High Court dismissed the appeal by the Company, but criticized the defendants, stating that their actions were “wholly lacking in probity” and “likely also to have been unlawful”. After seeking further legal advice and balancing all factors, however, it was decided that commencing further legal proceedings on this matter is not beneficial to the commercial interests of the Company. On October 15, 2015, the High Court determined that the Company is obligated to bear the defendants’ legal costs of approximately SGD 307,000. On February 18, 2016, the Commercial Affairs Department issued a letter to confirm completion of the investigation of the report by the Company regarding Lim Lam Eng (Priscilla) and Marinteknik Shipbuilders (S) Pte Ltd. and confirmed their view that no evidence of a criminal offense was disclosed and they will not be pursuing the matter further. On March 4, 2016, the Company received a letter from the defendants’ solicitor stating that legal proceedings against the Company have been commenced for the claim of the taxed amount of approximately SDG 85,000.

 

On June 9, 2016, Lim Lan Eng Priscilla and Marinteknik filed an action against EFTI in the Supreme Court of the State of New York, County of New York. The action seeks summary judgment on their claims for fees in the sum of $162,720.38, arising out of the Singapore High Court’s determination that plaintiffs were entitled to an award of their fees and costs in connection with the Singapore litigation. EFTI intends to defend and contest the relief sought. A determination as to the plaintiffs’ motion for summary judgment has not been made.

 

In 2009, the Company’s subsidiary, Heilongjiang Tianquan Manor Soda Drinks Co. Ltd., “Tianquan”, engaged a general contractor, the “Contractor”, to construct a water manufacturing plant, the “Plant”, for RMB 4,758,600 ($776,300). Upon completion, the Company inspected the Plant and found several material construction defects, including, but not limited to, the fact that the Contractor used inferior construction material, inconsistent construction plans and substandard insulation material. As a result, in 2010, the Company conditioned its final construction payment to the Contractor in the amount of RMB 698,896 ($112,500) on the rectification of all construction defects. On March 22, 2012, the Contractor brought a case against Tianquan in Baiquan People’s Court in Heilongjiang Province seeking approximately RMB 1,912,000 of purported outstanding payments under the contract and interest thereon. On January 16, 2014, the Company’s subsidiary, Tianquan, received an unfavorable decision issued by Baiquan People’s Court in Heilongjiang Province awarding the contractor approximately RMB1,326,916 of purported outstanding payments under the contract and interest thereon. Tianquan filed an appeal with the Qiqihar Intermediate People’s Court on January 27, 2014. On August 18, 2014, the Qiqihar Intermediate People’s Court issued a judgment rescinding the unfavorable decision issued by the Baiquan People’s Court and ordered the case to be reheard at the Baiquan People’s Court. On September 25, 2014, Tianquan received a favorable decision from Baiquan People’s Court as the court concluded that the company stamps affixed to all of the Contractor’s legal documents were fake. On November 5, 2014, the subcontractor brought another civil case against Tianquan in the Baiquan People’s Court in Heilongjiang Province seeking RMB 1,823,787 of purported outstanding payments under the same contract and interest thereon. On December 8, 2014, Tianquan filed a civil lawsuit against the sub-contractor for compensation for material construction defects. On December 31, 2015, the two cases were reheard at the Baiquan People’s Court and the sub-contractor changed the claim to the amount of RMB 1,123,266. On January 5, 2016, the Company’s subsidiary, Tianquan, received an unfavorable decision issued by Baiquan People’s Court awarding the contractor approximately RMB 827,000 of purported outstanding payments under the contract and interest thereon. The Court ordered the subcontractor to reimburse the amount of RMB 120,000 for testing fees to the Company. The Company filed an appeal of the two cases. On July 18, 2016, Baiquan People’s Court dismissed the appeal of the order awarding the contractor approximately RMB827,000 of purported outstanding payments under the contract and interest thereon. The appeal of the civil lawsuit against the subcontractor for compensation for material construction defects is still pending.

 

On August 8, 2012, the Company filed a complaint against Edward Carter, a former consultant, in the Superior Court of California, county of Los Angeles, in which the Company alleges, among other things, that Mr. Carter breached his consulting contract, fiduciary duty and committed fraud and misrepresentation in respect to the Company’s investment in CTX Virtual Technologies, Inc., “CTX”, as sponsored by Buckman, Buckman & Reid, Inc., “BB&R”, a financial consulting firm and placement agent. This matter was dismissed as part of a mutual settlement that was entered into between the parties on or around February 25, 2015.

 

On January 28, 2013, EFTI filed a criminal complaint against Tom Peng a.k.a. Cheng Hao Peng, President of Meifu Development Co., Ltd., “Meifu”, Thomas Chen, a.k.a. Hong Dong Chen, former General Manager and Director of EFTI, Steven Peng, a.k.a. Tien Te Peng, Vice Chairman of Transglobe Life Insurance Inc., “Transglobe”, Xian Jue Liu, Chairman of Transglobe , Shih Kuei Chang, General Manager of Meifu, Yi Feng Cheng, Real Estate Department Manager of Transglobe, and Da Min Wu, an individual, collectively called “Defendants”, in the Taipei District Prosecutor’s Office. EFTI alleges, among other things, that Thomas Chen colluded with Tom Peng and other Defendants, and that Thomas Chen had made numerous misrepresentations to the Company and EFTI in connection with transactions related to a building in Taiwan, of which Meifu and Transglobe were developers. The Company also alleges that Thomas Chen breached his fiduciary duty, as the General Manager of EFTI, by binding EFTI in various agreements and making payments from EFTI to Meifu and Transglobe, which are named Defendants, and that the Defendants had committed violations of securities law, insurance law, corporation law and tax law, as well as money laundering, fraud and breach of trust.

 

On June 6, 2013, the Company filed a civil complaint in Los Angeles, California against Meifu Development Co., Ltd., Transglobe Life Insurance Inc. and certain individuals related to the purchase of the Taiwan Building. On January 27, 2014, the Company voluntarily dismissed the civil complaints without prejudice in Los Angeles, California, in return for a good faith settlement negotiation initiated by such defendants. However, due to a lack of good faith of the defendants in negotiation of a settlement, on May 30, 2014, the Company re-filed civil complaints against Meifu Development Co. Ltd., Transglobe Life Insurance, Inc., Tom Peng and Thomas Chen in the Los Angeles Supreme Court, alleging deceit, conversion, breach of fiduciary duty and other illegal acts against the Company.

 

 

On June 4, 2015, the Superior Court of California, County of Los Angeles, ruled that because the Company has its principal place of business in California, the matter was stayed to allow the Company time to file in the appropriate forum. The Court further ordered that Taiwan is a suitable forum for the Company’s complaint. An order to show cause was set for December 4, 2015.

 

On September 9, 2015, the court dismissed this legal action against all of the defendants with prejudice. A subsequent settlement was reached on October 15, 2015 by all parties. As part of the terms of the settlement, the Company will receive both real property and cash. (See Note 9)

 

On July 23, 2013, the Taipei District Prosecutor’s Office issued a non-indictment decision on charges of fraud against the Defendants, which the Company believes is unwarranted. The decision not to indict the Defendants was made despite the fact that the Taiwan Investigation Bureau, Ministry of Justice had confirmed that Thomas Chen, the former GM of EFTI, has received and/or has intended to receive secret profits from Tom Peng, who admitted his full control over Meifu and Transglobe. A report by the Taiwan Investigation Bureau, Ministry of Justice, further revealed, among other fraudulent activities, that Tom Peng and his son, Steven Peng, a.k.a. Tien Te Peng, were involved in illegal inter-company transactions and illegal related party transactions. Documents received by the Company through court petition indicated that, on June 14, 2013, the Prosecutor in Taiwan, despite what the Company believes to have been ample evidence of illegality, instructed the Taiwan Investigation Bureau to halt all further investigations into EFTI’s criminal complaint prior to his written decision not to indict the Defendants. Subsequently, on August 22, 2013, EFTI completed the filing of the appeal with the Taiwan High Prosecutor’s Office for reconsideration of the non-indictment charges against the Defendants. This appeal was rejected on August 29, 2013, which the Company believes was not enough time for the Prosecutor’s Office to fully reconsider the appeal. On September 12, 2013, EFTI filed a final petition to the Taipei District Court for judgment of the decision made by the Taiwan High Prosecutor’s Office, but the petition was rejected on March 5, 2014. On October 15, 2015, the Company reached a settlement agreement with the defendants and the civil case in the Los Angeles Supreme Court was dismissed with prejudice.

 

On November 27, 2013, a class action entitled Li, et al. v. EFT Holdings, Inc., et al. was filed on behalf of a putative class of all purchasers of one or more of the Company’s products against the Company and Jack Qin in the United States District Court for the Central District of California. On April 29, 2015, the court consolidated this action with the Wang, et al. v. EFT Holdings, Inc., et al. action. On May 7, 2015, Plaintiffs voluntarily dismissed the claims of the individual plaintiffs without prejudice.

 

On November 27, 2013, a class action entitled Li, et al. v. Qin, et al. was filed on behalf of a putative class of all purchasers of the Company’s products against the Company and certain of its current and former officers and directors in the United States District Court for the Central District of California. On April 29, 2015, the court consolidated this action with the Wang, et al. v. EFT Holdings, Inc., et al. action. On May 7, 2015, Plaintiffs voluntarily dismissed the claims of the individual plaintiffs without prejudice.

 

On January 30, 2015, a class action entitled Wang, et al. v. EFT Holdings, Inc., et al. was filed on behalf of a putative class of all purchasers of the Company’s products against the Company and certain of its current and former officers and directors in the United States District Court for the Central District of California. On April 29, 2015, the court consolidated this action with the Li, et al. v. Qin, et al. and Li, et al. v. EFT Holdings, Inc., et al. actions. On May 7, 2015, Plaintiffs filed a motion for class certification, which was fully briefed by the parties. On December 14, 2015, the court denied Plaintiffs’ motion for class certification. On April 6, 2016, the parties stipulated to a voluntary dismissal of Plaintiffs’ claims with prejudice.

 

On December 6, 2013, the Company named George Curry, a former director and officer of the Company, as one of the defendants in the Superior Court of California, County of Los Angeles, with reference to the CTX investment transaction, in which the Company alleges, among other things, that Mr. Curry breached his fiduciary duty and committed fraud and misrepresentation in respect of the Company’s investment in CTX.

 

On April 18, 2014, George Curry filed a Notice of Removal for the above action to be brought in the District Court of California, Los Angeles (Western District). In the same action, he brought a counterclaim against the Company, Jack Qin and Pyng Soon and sought implied and equitable indemnity, declaratory relief and apportionment of fault. On or around December 11, 2014, George Curry filed a motion for summary judgment against the Company and all other cross defendants in the matter. The motion was heard on February 26, 2015 and the court denied George Curry’s motion. Thereafter, a second motion for summary judgment was filed by Mr. Curry. That motion was denied as well. The final resolution of the entire matter is still pending. Trial is currently scheduled for February 7, 2017. In addition, the Court consolidated the trial of this matter with that of the Company’s lawsuit against CTX, Buckman, Buckman & Reid and Peter Lau.

 

On March 4, 2015, the Company filed a civil lawsuit in the United States District Court, Central District of California, against CTX, Buckman, Buckman & Reid, Cliff Rhee and Peter Lau alleging breach of covenant of good faith and fair dealing, breach of fiduciary duty, fraud, misrepresentation, concealment, negligent misrepresentation and negligence.

 

On April 14, 2015, Defendant CTX filed a motion to dismiss. On May 28, 2015, the court granted CTX’s motion, in part, with leave to amend. The Company filed a First Amended Complaint on June 8, 2015, asserting causes of action for: (1) breach of covenant of good faith and fair dealing; (2) breach of fiduciary duty; (3) fraud-misrepresentation; and (4) fraud-concealment. On June 24, 2015, CTX filed an answer to the First Amended Complaint. Buckman, Buckman & Reid and Peter Lau also filed a motion to dismiss the Complaint. The Court granted the motion with respect to the breach of fiduciary duty claim, with leave to amend, but denied it as to all other claims. After the Company’s filing of its First Amended Complaint, Buckman, Buckman & Reid and Peter Lau filed an answer to the First Amended Complaint on July 9, 2015.

 

 

On May 26, 2016, the Court struck CTX’s Answer to the Complaint and entered a default judgment. The Company is in the process of preparing a default package.

 

On April 1, 2016, Buckman, Buckman & Reid and Peter Lau filed a motion with the court to compel the matter to arbitration, thereby seeking to avoid a jury trial. The Company opposed the motion, arguing that there was no applicable arbitration provision, and seeking to retain the right to a jury trial. After extensive briefings, and following oral argument, on June 2, 2016, the Court denied Buckman, Buckman & Reid and Peter Lau’s motion to compel arbitration. The Court thereafter scheduled the trial for February 7, 2017.

 

On June 22, 2015, a complaint entitled Greenstone Holdings, Inc. v. EFT Holdings, Inc., et al. was filed in the United States District Court for the Central District of California, asserting a claim for express indemnity against the Company, in excess of $150,000. After negotiations, the Company entered into a confidential settlement with Greenstone Holdings, Inc. on April 14, 2016.

 

Note 13 - SUBSEQUENT EVENTS

 

The Company has reviewed its subsequent events through the date these consolidated financial statements were issued and has determined that no material subsequent events have occurred through such date.

 

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Products

 

The Company sells 27 different nutritional products, some of which are oral sprays; 21 different personal care products; an environmentally protective automotive product; an environmentally friendly house cleaner; and a flip top portable drinking container that contains a filter to remove impurities from the water. The Company’s products are biodegradable and are not regulated by federal, state or local environmental laws or environmental laws of its key target markets.

 

The Company generally does not have a return policy but it does provide a warranty for its products. The specific warranty terms and conditions vary depending upon the product sold, but generally include replacement of defective products, but no refunds, during the six month period following a sale. Historically, the Company’s warranty expenses have not been material.

 

Manufacturing

 

The Company’s products are manufactured by third-party vendors and are packaged under its brand. The packaging for its products clearly states the country of manufacture, which is currently the United States in most cases. The Company does not have any long-term supply contracts or agreements with any manufacturers. The Company orders its products directly from vendors, on an “as-needed” or “expected need” basis. Raw materials used in the manufacture of the Company’s products are readily available and are not in short supply. The Company is not a party to any agreement for the purchase or delivery of raw materials.

 

From 2009 through 2012, the Company constructed a factory and water plant to produce bottled natural soda water in Baiquan, Heilongjiang Province, China. The bottled water factory is fully constructed and all manufacturing equipment has been purchased. After obtaining all the required licenses and passing ISO22000 requirements, the factory started production in April 2013, but production was suspended because Tianquan was sued by a contractor who constructed the water plant. The production is expected to resume when the lawsuit is closed.

 

None of the Company’s vendors account for a significant portion of its business and all of them can be replaced on short notice. The Company does not have any binding commitments or manufacturing agreements with any of its vendors.

 

Sales

 

The Company sells its products primarily through its website and only to “Affiliates.” To become an Affiliate, a customer must be referred by another Affiliate and make a minimum purchase of $450 ($400 worth of products plus $50 for shipping and handling fees). After that point, the new Affiliate is not required to make any additional purchases, pay membership fees, buy products, resell products, recruit others, or attend meetings. Free educational classes are offered to the Company’s Affiliates so they can learn more about the Company’s products and how to use them.

 

As of August 8, 2016, the Company had received 1,259,087 orders from its Affiliates, most of whom were located in China and Hong Kong. For the three months ended June 30, 2016, the Company did not have any sales activities in the United States. None of the Company’s Affiliates account for a significant portion of its business.

 

 

The Company pays its Affiliates a commission on products ordered from the Company. The commission is approximately 58% of the total dollar amount of the order. Commissions are considered a reduction of the sales price of the Company’s products and are reflected in the Company’s financial statements as a reduction in revenue. The commissions earned by each Affiliate are held in book entry form. The Affiliate can use the commissions to pay for new orders. With this process, the Company reduces operating expense and eliminates cumbersome accounting chores such as issuing checks and reconciling bank statements.

 

Full payment is required in U.S. Dollars prior to shipment of any products. In most cases, once payment is received, products ordered are shipped directly by the Company’s third party manufacturers to the Company’s distribution centers in Hong Kong and China. Once the products are received at the distribution centers, they are shipped to the Affiliate placing the order.

 

EFT-Phone and ToByTo reward program

 

In February 2010, the Company assigned the worldwide distribution and servicing rights to a product known as the “EFT-Phone” to Digital Development Partners, Inc., “Digital”, previously an unrelated company, in exchange for 79,265,000 shares of Digital’s common stock. The shares the Company acquired represent approximately 92% of Digital’s outstanding common stock. The EFT-Phone is a cell phone which uses the Android operating system. The worldwide distribution and servicing rights to the EFT-Phone include the right to sell the EFT-Phone to the Company’s Affiliates and others. Digital also acquired the rights to distribute all EFT-Phone accessories. Digital began distributing EFT-Phones in July 2010.

 

Starting from December 2010, the Company introduced reward programs to its Affiliates. For example, upon joining a $3,000 program, each Affiliate must pay $3,000 as a non-refundable deposit. When the Affiliate sponsors one new Affiliate, the Company will reward the first Affiliate with a $1,500 instant sponsor bonus. When the first Affiliate sponsors at least two new Affiliates, and those two new Affiliates each also sponsor two new Affiliates, the first Affiliate will have completed the first cycle of the program. The Company will then reward the first Affiliate with an additional $1,500 bonus and deliver an EFT-phone and an e-pad for the cost of $1. After the completion of the first cycle, each Affiliate will enter into the matrix of the second cycle. Upon completion of the second cycle, the Company will reward the first Affiliate with $3,000. For each subsequent cycle thereafter within the matrix, each Affiliate will need to sponsor a new Affiliate in each cycle in order to qualify for the reward.

 

On April 1, 2012, the Company assigned network access rights to ToByTo Limited, “ToByTo”, a third-party company. The network access rights to ToByTo Limited include the right to access EFT’s Affiliate database for ToByTo’s marketing campaign, and provides access to EFT’s e-money system to facilitate sales activities. ToByTo, in return, compensates EFT by paying access fees in an amount equal to 10% of the respective enrollment fee of every Affiliate who enters the ToByTo e-phone program or another agreed upon amount. During the three months ended June 30, 2016 and 2015, the Company agreed to waive the access fees in lieu of ToByTo agreeing to purchase a portion of the Company’s overstocked inventory.

 

eZGT Travel Program

 

In May 2011, the Company introduced to its Affiliates a series of travel programs attracting Affiliates to enjoy the benefits of travelling internationally. To participate in the Traveler programs, one must initially make a non-refundable deposit according to the programs’ requirements. When the Affiliate completes a cycle of the program he joined, he will receive a bonus reward and the Affiliate only needs to pay $1 for his or her own trip. The reward system of the travel program is similar to the ToByTo reward program.

 

On April 1, 2012, the Company assigned network access rights to eZGT Limited, a third party. The network access rights to eZGT Limited include the right to access EFT’s Affiliate database for eZGT’s marketing campaign, and provides access to EFT’s e-money system to facilitate sales activities. eZGT Limited, in return, compensates EFT by paying access fees in an amount equal to 10% of the respective enrollment fee of every Affiliate who enters the $300 and $3,000 travel programs or another agreed upon amount. However, for Affiliates who enter the $800 and $8,000 travel programs, eZGT will only pay access fees in the amount of $30 and $300, respectively. During the three months ended June 30, 2016 and 2015, the Company agreed to waive the access fees in lieu of eZGT Limited agreeing to purchase a portion of the Company’s overstocked inventory for an agreed upon period of time.

 

Market Environment

 

The nutritional supplement and cosmetic e-business markets have and continue to become increasingly competitive and are rapidly evolving. Barriers to entry are minimal and current and new competitors can launch new websites at a relatively low cost. Many competitors in this area have greater financial, technical and marketing resources than the Company does. Continued advancement in technology and increasing access to that technology is paving the way for growth in direct marketing. The Company also faces competition for consumers from retailers, duty-free retailers, specialty stores, department stores and specialty and general merchandise catalogs, many of which have greater financial and marketing resources than the Company has. Notwithstanding the foregoing, the Company believes that it is well-positioned within the Asian consumer market with its current plan of supplying U.S. merchandise brands to consumers and that its exposure to both the Asian and American cultures gives it a competitive advantage. There can be no assurance that the Company will maintain its competitive edge or that the Company will continue to provide solely U.S.-made merchandise.

 

 

The Company’s products are sensitive to business and personal discretionary spending levels and tend to decline or grow more slowly during economic downturns, including downturns in any of the Company’s major markets. The current worldwide downturn is expected to adversely affect the Company’s sales and liquidity for the foreseeable future. Although the Company has mitigated decreases in sales by lowering its levels of inventory to preserve cash on hand, the Company does not know when the downturn will subside and when consumer spending will increase from its current depressed levels. Even if consumer spending increases, the Company is not sure when consumer spending will increase for its products, which will affect its liquidity.

 

The global economy is currently undergoing a period of unprecedented volatility, and the future economic environment may continue to be less favorable than that of recent years. This has led, and could further lead, to reduced consumer spending, and which may affect adversely spending on nutritional and beauty products and other discretionary items, such as the Company’s products. In addition, reduced consumer spending may force the Company and its competitors to lower prices. These conditions may adversely affect the Company’s revenues and profits. In addition, the Company expects future operations to be affected by ToByTo’ marketing and distribution of EFT phones, eZGT’s marketing of the travel program and the Company’s water bottling operations.

 

Results of Operations

 

Comparison for the Three Months Ended June 30, 2016 and 2015

 

Sales revenues, net

 

Sales revenues, net increased to approximately $86,000 for the three months ended June 30, 2016 from approximately $76,000 for the three months ended June 30, 2015 primarily due to an increase in product sales demand during the period. Sales revenues, net excludes revenue from shipping charges and reflects the deduction of commission expense. The Company’s policy is to pay commissions to Affiliates upon receipt of sales orders even before revenue can be recognized. In addition, sales orders dropped from $ 270,250 to $29,200 which caused commission expense to decrease to $12,630 for the three months ended June 30, 2016 from $155,700 for the three months ended June 30, 2015 Gross sales of products declined from approximately $198,000 for the three months ended June 30, 2015 to $38,000 for the three months ended June 30, 2016, or 81%. The sales of promotional products increased to approximately $61,000 for the three months ended June 30, 2016 from $33,000 for the three months ended June 30, 2015, or 84%.

 

Shipping charges

 

Shipping charges decreased to approximately $6,000 for the three months ended June 30, 2016 from approximately $24,000 for the three months ended June 30, 2015 mainly due to a significant decrease in sales.

 

Cost of sales revenues

 

Cost of sales revenues consists mainly of merchandise purchased from vendors. Cost of sales revenues increased to approximately $55,000 for the three months ended June 30, 2016 from approximately $48,000 for the three months ended June 30, 2015. Cost of sales revenues as a percentage of sales revenues for the three months ended June 30, 2016 was 63.5%, which is 0.5% higher than the same period last year, mainly due to an increase in vendor prices during the period.

 

Shipping costs

 

Shipping costs consist of freight charges from the U.S. warehouse and/or vendors to the Company’s logistics facility in China.  Shipping costs increased to $257 for the three months ended June 30, 2016 from $175 for the three months ended June 30, 2015.

 

Gross profit

 

Gross profit decreased to approximately $38,000 for the three months ended June 30, 2016 compared to approximately $52,000 for the three months ended June 30, 2015. Gross profit, as a percentage of total revenues, was 40.6% during the current period compared with 51.9% for the three months ended June 30, 2015. The decrease in gross profit as a percentage of total revenues was due to an increase in vendor prices during the period.

 

Selling, general and administrative expenses

 

Selling, general and administrative expenses decreased to approximately $1,092,000 for the three months ended June 30, 2016 compared to approximately $1,345,000 for the three months ended June 30, 2015, mainly due to a decrease in legal fees and rental expense.

 

Inventory obsolescence

 

Inventory obsolescence increased to approximately $9,600 for the three months ended June 30, 2016 as compared to approximately $6,400 for the three months ended June 30, 2015, mainly due to an increase in the amounts of inventory either at or nearing obsolescence in the current period as compared to the same period last year.

 

 

Royalty expenses

 

Royalty expenses remained at $125,000 for the three months ended June 30, 2016 and 2015. Since the current year annualized sales do not meet the minimum sales required to comply with the terms of the agreement, an adjustment was made during the period ended June 30, 2016 to recognize the expense based on the prorated minimum contract amount instead of actual sales revenues.

 

Interest income

 

Interest income decreased to approximately $12,000 for the three months ended June 30, 2016 as compared to approximately $21,000 for the three months ended June 30, 2015. Interest income decreased primarily due to a decrease in investments in corporate bonds as compared to the prior period.

 

Interest expense

 

Interest expense decreased to approximately $3,000 for the three months ended June 30, 2016 as compared to $43,000 for the three months ended June 30, 2015. The decrease was mainly due to the decrease in accrued interest by approximately $40,000 related to the provision for tax liabilities for the years 2008 to 2010 in the three months ended June 30, 2015.

 

Other income

 

Other income decreased to approximately $13,000 for the three months ended June 30, 2016 from approximately $17,000 for the three months ended June 30, 2015. The decrease in other income was mainly due to a decrease in sales of expired products.

 

Income tax expense (benefit)

 

Income tax expense was approximately $2,900 for the three months ended June 30, 2016 as compared to nil for the three months ended June 30, 2015, mainly due to franchise taxes for the state of California paid in the current period.

 

Capital Resources and Liquidity

 

The following table shows the Company’s sources of cash for the three months ended June 30, 2016 and 2015.

 

		Three Months Ended June 30,
		2016				2015
Net cash used in operating activities		$	(2,000,616	)		$	(861,128	)
Net cash provided by investing activities			1,036,361				697,916
Net cash used in financing activities			(150,771	)			(164,489	)
Effect of exchange rate changes on cash			35,474				(106	)
Net decrease in cash		$	(1,079,552	)		$	(327,807	)

 

Operating activities

 

For the three months ended June 30, 2016, net cash used by operating activities was $2,000,616. This was primarily due to a net loss of $1,169,865 adjusted by non-cash related expenses that included depreciation expense of $48,911, provision for inventory obsolescence of $9,572, gains realized from the sales of securities available for sale of $12 and a net decrease in working capital items of $889,222.

 

For the three months ended June 30, 2015, net cash used in operating activities was $861,128. This was primarily due to a net loss of $1,433,599 adjusted by non-cash related expenses that included depreciation expense of $42,259, provision for inventory obsolescence of $6,409, loss on disposal of fixed assets of $11,432, losses realized from the sales of securities available for sale of $3,592 and a net increase in working capital items of $508,779.

 

Investing activities

 

Net cash provided by investing activities for the three months ended June 30, 2016 was $1,036,361, primarily due to the return of the prepayment of amounts relating to business development activities planned by the Company from President Jack Qin of $1,000,000 and the proceeds from the sale of corporate bonds of $39,563.

 

Net cash provided by investing activities for the three months ended June 30, 2015 was $697,916, mainly due to proceeds from the sale of corporate bonds.

 

 

Financing activities

 

Net cash used in financing activities for the three months ended June 30, 2016 was $150,771, due to the repayment of a short-term loan for financing of the Company’s current year directors’ and officers’ liability insurance policy. For more information please see Note 9 to the consolidated financial statements in this Report.

 

Net cash used in financing activities for the three months ended June 30, 2015 was $164,489, due to repayment of a short-term loan for financing of the Company’s directors’ and officers’ insurance policy.

 

Working Capital

 

		June 30, 2016				March 31, 2016
Current assets		$	4,045,439			$	6,410,622
Current liabilities			14,892,842				16,184,919
Working capital (deficiency)		$	(10,847,403	)		$	(9,774,297	)

 

Historically, cash and cash equivalents and securities available for sale have been the Company’s primary sources of liquidity. The Company believes its existing cash and cash equivalents will not be sufficient to meet its working capital requirements for the next 12-month period. The overall working capital position changed to a deficiency of $10.8 million at June 30, 2016 compared to a deficiency of $9.8 million at March 31, 2016 as a result of return of $1.0 million advanced to President Jack Qin for the prepayment of amounts relating to business development activities planned by the Company.

 

There is no assurance that the Company will be able to obtain further funds required for its continued working capital requirements. The ability of the Company to meet its financial obligations and commitments will depend primarily upon the continued financial support of its directors and shareholders, the continued issuance of equity to new shareholders, and its ability to achieve and maintain profitable operations.

 

There is substantial doubt about the Company’s ability to continue as a going concern as the continuation of the Company’s business is dependent upon obtaining further long-term financing. The issuance of additional equity securities by the Company could result in a significant dilution of the equity interests of its current shareholders. Obtaining commercial loans, assuming those loans would be available, will increase the Company’s liabilities and future cash commitments.

 

 

Balance Sheet Items

 

Material changes in the Company’s balance sheet items between June 30, 2016 and March 31, 2016 are discussed below:

 

Securities Available for Sale

 

Securities available for sale decreased to $775,455 at June 30, 2016 compared to $810,344 at March 31, 2016, as the Company sold certain securities to fund operations.

 

Inventories

 

Inventory increased to $226,905 at June 30, 2016 compared to $221,439 at March 31, 2016 due to the decrease in sales during the period.

 

Property and Equipment

 

Property and equipment decreased to $10,060,700 at June 30, 2016 compared to $10,129,691 at March 31, 2016, as a result of scheduled depreciation expense being recorded.

 

Related Party Receivable

 

The Company advanced $1,000,000 to President Jack Qin related to the prepayment of expenses for business development activities planned by the Company. The advance was repaid to the Company in June 2016.

 

Accounts Payable

 

Accounts payable decreased to $2,035,684 at June 30, 2016 compared to $2,138,078 at March 31, 2016 due to an decrease in unpaid legal fees during the period.

 

Commission Payable

 

Commission payable slightly decreased to $3,672,071 at June 30, 2016 compared to $3,682,236 at March 31, 2016 due to lower commissions earned by Affiliates during the three months ended June 30, 2016.

 

Contingent Liabilities

 

Contingent liabilities slightly decreased to $199,536 at June 30, 2016 compared to $205,087 at March 31, 2016 mainly due to the effect of exchange rate changes.

 

Other Current Liabilities

 

Other liabilities decreased to $5,587,138 at June 30, 2016 compared to $6,601,774 at March 31, 2016. The decrease is mainly due to the payment of $950,000 for the commission payable pursuant to the settlement agreement relating to the Company’s investment in Taiwan.

 

Unearned Revenue

 

Unearned revenue slightly decreased to $3,193,376 at June 30, 2016 compared to $3,201,936 at March 31, 2016 due to the recording of unearned revenue resulting from temporary delays associated with the recognition of revenue related to the sale of products or services to Affiliates.

 

Contractual Obligations and Commitments

 

The Company’s contractual obligations and commitments as of June 30, 2016 did not materially change from the amounts set forth in its Annual Report on Form 10-K for the year ended March 31, 2016.

 

Commitments for Capital Expenditures

 

Except as otherwise disclosed herein, the Company does not have any commitments for any material capital expenditures. The Company does not have any commitments or arrangements from any person to provide it with any additional capital.

 

 

Except as disclosed in this Item 2, the Company does not know of any trends or demands that affected, or are reasonably likely to affect, its capital resources or liquidity.

 

Off-Balance Sheet Arrangements

 

The Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on its financial condition.

 

Significant Accounting Policies/Recent Accounting Pronouncements

 

See Item 1- Note 3 to the financial statements included as part of this report for a description of the Company’s significant accounting policies and recent accounting pronouncements which have, or potentially may have, a material impact on its financial statements.

 

Critical Accounting Policies and Estimates

 

The Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, “U.S. GAAP”. The Company’s significant accounting policies are discussed in Note 2 “Summary of Significant Accounting Policies” to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2016, as filed with the U.S. Securities and Exchange Commission, “SEC”, on July 13, 2016.

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

 

Not applicable.

 

Item 4.

Controls and Procedures.

 

(a) Disclosure Controls and Procedures

 

The Company’s management, under the supervision and with the participation of its chief executive officer and its chief financial officer, Messrs. Jack Jie Qin and William E. Sluss, respectively, evaluated the effectiveness of its disclosure controls and procedures as of June 30, 2016, the end of the period covered by this Report. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports, such as this Form 10-Q, that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

 

Based on that evaluation, Messrs. Qin and Sluss concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2016.

 

The Company’s disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of its disclosure control system are met. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.

 

(b) Changes in Internal Controls

 

There was no change in the Company’s internal control over financial reporting during the quarter ended June 30, 2016 that is reasonably likely to materially affect the Company’s internal control over financial reporting.

 

As of June 30, 2016, the Company has not fully remediated the material weakness disclosed in the Company’s Annual Report on Form 10-K for the year ended March 31, 2016. Management is currently evaluating what steps, if any, can be taken in order to address the material weakness.

 

 

PART II - OTHER INFORMATION

 

Item 1.

Legal Proceedings.

 

See Note 17 to the financial statements included as part of this Report.

 

Item 1A.

Risk Factors.

 

Not applicable.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3.

Defaults upon Senior Securities.

 

None.

 

Item 4.

Mine Safety Disclosures.

 

Not applicable.

 

Item 5.

Other Information.

 

None.

 

Item 6.

Exhibits.

 

Exhibits

 

Exhibit No.:	Description:
31.1*	Rule 13a-14(a) Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Jack Jie Qin.
31.2*	Rule 13a-14(a) Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for William E. Sluss.
32.1*	Section 1350 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Jack Jie Qin.
32.2*	Section 1350 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for William E. Sluss.
101*	The following materials from the EFT Holdings, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, filed on August 19, 2016 formatted in Extensible Business Reporting Language (XBRL):

  

	(i)	Consolidated Balance Sheets (Unaudited),
	(ii)	Consolidated Statements of Income (Unaudited),
	(iii)	Consolidated Statements of Comprehensive Income (Unaudited),
	(iv)	Consolidated Statements of Changes in Equity (Unaudited),
	(v)	Consolidated Statements of Cash Flows (Unaudited), and
	(vi)	related notes

 

*Filed herewith.

 

 

SIGNATURES

 

Pursuant to the requirements 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.

 

		EFT HOLDINGS, INC.
		(Registrant)
Date: August 19, 2016	By:	/s/ Jack Jie Qin
		Jack Jie Qin
		Principal Executive Officer
	By:	/s/ William E. Sluss
		William E. Sluss
		Principal Financial Officer