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EX-32.1 - CERTIFICATION - Yinfu Gold Corp.elre_ex321.htm
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EX-31.1 - CERTIFICATION - Yinfu Gold Corp.elre_ex311.htm

  

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-Q

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended December 31, 2016

 

OR

 

o TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number: 333-152242

 

YINFU GOLD CORPORATION

(Exact name of registrant as specified in its charter)

 

WYOMING

20-8531222

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

Suite 2408, Dongfang Science and Technology Mansion, Nanshan District, Shenzhen, China 518000

(Address of principal executive offices)

 

(86)755-8316-0998

(Registrant’s telephone number, including area code)  

  

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x

 

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 o No x

 

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

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer 

¨

Smaller reporting company

x

(Do not check if a smaller reporting company)

 

 

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of January 16, 2017, the Company had 991,770,362 shares of common stock outstanding.

 

 
 
 

YINFU GOLD CORPORATION

 

Quarterly Report on Form 10-Q

For the Period Ended December 31, 2016

 

FORWARD-LOOKING STATEMENTS

 

This Form 10-Q for the period ended December 31, 2016 contains forward-looking statements that involve risks and uncertainties. Forward-looking statements in this document include, among others, statements regarding our capital needs, business plans and expectations. Such forward-looking statements involve assumptions, risks and uncertainties regarding, among others, the success of our business plan, availability of funds, government regulations, operating costs, our ability to achieve significant revenues, our business model and products and other factors. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. In evaluating these statements, you should consider various factors, including the assumptions, risks and uncertainties set forth in reports and other documents we have filed with or furnished to the SEC. These factors or any of them may cause our actual results to differ materially from any forward-looking statement made in this document. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding future events, our actual results will likely vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. The forward-looking statements in this document are made as of the date of this document and we do not intend or undertake to update any of the forward-looking statements to conform these statements to actual results, except as required by applicable law, including the securities laws of the United States.

 

 
2
 

 

TABLE OF CONTENT

 

 

 

PART I. FINANCIAL INFORMATION

 

 

 

 

 

 

Item 1.

Financial Statements

 

4

 

 

 

 

 

 

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

 

18

 

 

 

 

 

 

PART II. OTHER INFORMATION

 

Item 1.

Legal Proceedings

 

19

 

 

 

 

 

 

Item 1A. 

Risk Factors

 

19

 

 

 

 

 

 

Item 2. 

Unregistered Sales of Equity Securities and Use of Proceeds

 

19

 

 

 

 

 

 

Item 3.

Defaults Upon Senior Securities

 

19

 

 

 

 

 

 

Item 4. 

Mine Safety Disclosures

 

19

 

 

 

 

 

 

Item 5.

Other Information

 

19

 

 

 

 

 

 

Item 6.

Exhibits

 

20

 

 

 

 

 

 

Index to Exhibits

 

20

 

 

 

 

 

SIGNATURES

 

21

 

 

 
3
 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

YINFU GOLD CORPORATION

 

CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

 

 

 

December 31,

2016

 

 

March 31,

2016

 

 

 

(Unaudited)

 

 

 

 

ASSETS

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$3,265

 

 

$122

 

Current assets from discontinued operations

 

 

150,001

 

 

 

150,001

 

Total current assets

 

 

153,266

 

 

 

150,123

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$153,266

 

 

$150,123

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

LIABILITIES

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$80,681

 

 

$78,656

 

Note payable - related party

 

 

672,132

 

 

 

613,530

 

Total current liabilities

 

 

752,813

 

 

 

692,186

 

TOTAL LIABILITIES

 

 

752,813

 

 

 

692,186

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

Common stock, 3,000,000,000 shares authorized; par value $0.001, 991,770,362 shares issued and outstanding

 

 

991,770

 

 

 

991,770

 

Capital deficiency

 

 

(1,421,020)

 

 

(1,421,020)

Subscription receivable

 

 

(2,013)

 

 

(2,013)

Accumulated deficit

 

 

(168,284)

 

 

(110,800)

Total Stockholders' Equity (Deficit)

 

 

(599,547)

 

 

(542,063)

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

$153,266

 

 

$150,123

 


 
4
Table of Contents

 

YINFU GOLD CORPORATION

 

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS

(Unaudited)

 

 

 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

 

December 31,

 

 

December31,

 

 

 

2016

 

 

2015

 

 

2016

 

 

2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUE

 

$-

 

 

$-

 

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Professional fees

 

 

13,144

 

 

 

21,333

 

 

 

57,484

 

 

 

42,982

 

Total Operating Expenses

 

 

13,144

 

 

 

21,333

 

 

 

57,484

 

 

 

42,982

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (loss) from Operations

 

 

(13,144)

 

 

(21,333)

 

 

(57,484)

 

 

(42,982)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income and Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from Continued Operations

 

 

(13,144)

 

 

(21,333)

 

 

(57,484)

 

 

(42,982)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from Discontinued Operations

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (loss)

 

$(13,144)

 

$(21,333)

 

$(57,484)

 

$(42,982)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted income (loss) per common share

 

$(0.00)

 

$(0.00)

 

$(0.00)

 

$(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding - basic and diluted

 

 

991,770,362

 

 

 

991,770,362

 

 

 

991,770,362

 

 

 

991,770,362

 

 

 
5
Table of Contents

 

YINFU GOLD CORPORATION   

 

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(Unaudited) 

  

 

 

For the Nine Months Ended

December 31,

 

 

 

2016

 

 

2015

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$(57,484)

 

$(42,982)

Changes in operating activities:

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

 

2,025

 

 

 

-

 

Net cash used in continued operations

 

 

(55,459)

 

 

(42,982)

Net cash used in discontinued operations

 

 

-

 

 

 

-

 

Net cash used in operating activities

 

 

(55,459)

 

 

(42,982)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Net cash used in Investing Activities

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds from note payable - related parties

 

 

58,602

 

 

 

43,248

 

Net Cash Provided by Financing Activities

 

 

58,602

 

 

 

43,248

 

Net increase (decrease) in cash and cash equivalents

 

 

3,143

 

 

 

266

 

Cash and cash equivalents, beginning of period

 

 

122

 

 

 

74

 

Cash and cash equivalents, end of period

 

$3,265

 

 

$340

 

 

 
6
Table of Contents

 

YINFU GOLD CORPORATION

 

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

 

December 31, 2016

 

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Yinfu Gold Corporation (the “Company”) is a Wyoming corporation incorporated on September 1, 2005 under the name Ace Lock and Security, Inc. with an established a fiscal year end of March 31. On March 5, 2007, we filed a Certificate of Amendment with the Wyoming Secretary of State to change our name to Element92 Resources Corp. and increased our authorized capital to 1,000,000,000 common shares. On August 16, 2010 the Company filed an amendment with the State of Wyoming changing its name from Element92 Resources Corp. to Yinfu Gold Corporation and on November 18, 2010, the Company received a notification from the Financial Industry Regulatory Authority (“FINRA”) that the Company’s change of name to Yinfu Gold Corporation was posted as effective with FINRA. The Company was established as an exploration stage company engaged in the search for commercially viable minerals.

 

We no longer pursue opportunities related to the exploration of minerals. Our name change to Yinfu Gold Corporation, as filed with the State of Wyoming on November 18, 2010, signified that we have commenced working toward a major change in our business plan and business model.

 

Effective November 20, 2014, the Company executed a Sale and Purchase Agreement (the “Agreement”) to acquire 100% of the shares and assets of China Enterprise Overseas Investment & Finance Group Limited (“CEI”), a British Virgin Islands corporation. Pursuant to the Agreement, the Company has agreed to issue 800 million restricted common shares of the Company to the owners of CEI.

 

Dahua Online Shopping Mall (http://www.dahuacheng.com) is an online shopping platform in the China market with two mainstream e-commerce models: business to business (B2B) and business to consumer (B2C). There are over 3,000 suppliers all over the China to provide an online listing of millions of commodities. The real-time payment system of Dahua is convenient, safe and fast.

 

Dahua Online Shopping Mall has registered 31 million members as of November 17, 2014.

 

Pursuant to the Agreement, on or before January 1, 2015, CEI was to deliver to the Company, duly authorized, properly and fully executed documents in English, evidencing and confirming the sale of 100% of the shares of CEI and its assets, specifically detailing the assets and an asset valuation by a third-party valuator. The valuation report was received by the Company on January 28, 2015.

 

Additionally, the Agreement stated that both parties agreed that all shares issued, pursuant to the terms and conditions of the agreement, were to be issued as soon as practicable following the signing of the agreement, but all shares so issued were to be held in escrow until all terms and conditions are met.

 

The various terms and conditions of the Agreement were fulfilled on January 28, 2015, therefore, the share certificates representing the shares have been issued in the names of the CEI shareholders and the Agreement between the Company and CEI was closed on January 28, 2015.

 

 
7
Table of Contents

 

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

 

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for (a) the financial position, (b) the result of operations, and (c) cash flows have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

 

Principles of Consolidation

 

For December 31, 2016, the consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries, Element Resources International Limited (“Element Resources”) incorporated in Hong Kong and CEI. All significant intercompany balances and transactions have been eliminated in consolidation. Prior to January 28, 2015, the financial statements presented are those of CEI.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as well as disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain revenues and expenses during the reporting period. Actual results could differ from these good faith estimates and judgments.

 

Discontinued Operations

 

The Company follows ASC 205-20, “Discontinued Operations,” to report for disposed or discontinued operations.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value.

 

Foreign Currency Translation and Re-measurement

 

In accordance with ASC 830, “Foreign Currency Matters”, the Company's foreign operations whose functional currency is not the U.S. dollar, the assets and liabilities are translated into U.S. dollars at current exchange rates. Resulting translation adjustments are reflected as other comprehensive income (loss) in stockholders' equity. Revenue and expenses are translated at average exchange rates for the period. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are charged to operations as incurred. The Company did not have any significant foreign currency translations for the nine months ended December 31, 2016 and 2015.

 

Concentrations of Credit Risk

 

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents as well as related party payables that it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposure is limited.

 

 
8
Table of Contents

 

Financial Instruments

 

The Company follows ASC 820, “Fair Value Measurements and Disclosures,” which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:

 

Level 1

 

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2

 

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3

 

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2016. The carrying values of our financial instruments, including, cash and cash equivalents; accounts payable and accrued expenses; and loans and notes payable approximate their fair values due to the short-term maturities of these financial instruments.

 

Business Combinations

 

In accordance with ASC 805-10, “Business Combinations”, the Company accounts for all business combinations using the acquisition method of accounting. Under this method, assets and liabilities, including any remaining noncontrolling interests, are recognized at fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and noncontrolling interests is recognized as goodwill. Certain adjustments to the assessed fair values of the assets, liabilities, or noncontrolling interests made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill. Any adjustments subsequent to the measurement period are recorded in income. Any cost or equity method interest that the Company holds in the acquired company prior to the acquisition is re-measured to fair value at acquisition with a resulting gain or loss recognized in income for the difference between fair value and the existing book value. Results of operations of the acquired entity are included in the Company’s results from the date of the acquisition onward and include amortization expense arising from acquired tangible and intangible assets.

 

 
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Deferred Income Taxes and Valuation Allowance

 

The Company accounts for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, where deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized as at December 31, 2016 and March 31, 2016.

 

Net Income (Loss) Per Share of Common Stock

 

The Company has adopted ASC Topic 260, “Earnings per Share,” (“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.

 

The following table sets forth the computation of basic earnings (loss) per share, for the nine months ended December 31, 2016 and 2015:

 

 

 

Nine Months Ended December 31,

 

 

 

2016

 

 

2015

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$(57,484)

 

$(42,982)

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding (basic and diluted)

 

 

991,770,362

 

 

 

991,770,362

 

 

 

 

 

 

 

 

 

 

Net income (loss) per common share, basic and diluted

 

$(0.00)

 

$(0.00)

 

Commitments and Contingencies

 

The Company follows ASC 450-20, “Loss Contingencies,” to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, as well as other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. There were no commitments or contingencies as of December 31, 2016 and March 31, 2016.

 

 
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Recent Accounting Pronouncements

 

Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company's management believes that these recent pronouncements will not have a material effect on the Company's financial statements.

 

Related Parties

 

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. See note 5.

 

Revenue Recognition

 

The Company will recognize revenue from the sale of products and services in accordance with ASC 605, “Revenue Recognition.” However, the Company will recognize revenue only when all of the following criteria have been met:

 

 

i)Persuasive evidence for an agreement exists;

 

 

 

 

ii)Service has been provided;

 

 

 

 

iii)The fee is fixed or determinable; and,

 

 

 

 

iv)Collection is reasonably assured.

 

NOTE 3 - GOING CONCERN

 

The Company's financial statements are prepared using accounting principles generally accepted in the United States applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established an on-going source of revenues sufficient to cover its operating cost, and requires additional capital to commence its operating plan. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. These factors raise substantial doubt about its ability to continue as a going concern.

 

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan to obtain such resources for the Company include: sales of equity instruments; traditional financing, such as loans; and obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

 

There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

 
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NOTE 4 - STOCKHOLDERS EQUITY (DEFICIT)

 

Common Stock

 

The Company has authorized capital of 3,000,000,000 common shares. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the Company is sought.

 

As of December 31, 2016 and March 31, 2016, the Company has 991,770,362 shares of common stock issued and outstanding.

 

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

 

NOTE 5 - RELATED PARTY TRANSACTIONS

 

During the nine months ended December 31, 2016, Mr. Jiang Libin, the President and a director of the Company, has advanced the Company $58,602 for operating expenses. These advances have been formalized by non-interest bearing demand notes.

 

During the nine months ended December 31, 2015, Mr. Jiang Libin has advanced the Company $43,248 for operating expenses. These advances have been formalized by non-interest bearing demand notes.

 

As of December 31, 2016, the Company owed $487,358 and $184,774 to Mr. Tsap Wai Ping, the former President of the Company (the "Former President", resigned on October 31, 2014) and Mr. Jiang Libin respectively.

 

As of March 31, 2016, the Company owed $487,358 and $126,172 to the Former President and Mr. Jiang Libin respectively.

 

NOTE 6 - DISCONTINUED OPERATIONS

 

The Company originally intended to be involved in the exploration of minerals in the People’s Republic of China (the “PRC”). Based on management’s analysis of the current operations, expected growth, and opportunities in the sector, during the year ended March 31, 2015, the Company has determined to discontinue operations related to the Company’s subsidiary Element Resources International Limited, based in Hong Kong.

 

 
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The following presents the financial information of the discontinued subsidiary of the Company, Element Resources International Limited.

 

 

 

As of

 

 

As of

 

 

 

December 31,

2016

 

 

March 31,

2016

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$-

 

 

$-

 

Deposit paid

 

 

139,681

 

 

 

139,681

 

Other receivables, net

 

 

10,320

 

 

 

10,320

 

Total current assets

 

 

150,001

 

 

 

150,001

 

TOTAL ASSETS

 

$150,001

 

 

$150,001

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$-

 

 

$-

 

Note payable - related party

 

 

-

 

 

 

-

 

Total current liabilities

 

 

-

 

 

 

-

 

TOTAL LIABILITIES

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity (Deficit)

 

 

 

 

 

 

 

 

Common stock, par value HK$1, 100,000 shares issued

 

 

12,903

 

 

 

12,903

 

Retained earnings

 

 

137,098

 

 

 

137,098

 

Total Stockholders’ Equity (Deficit)

 

 

150,001

 

 

 

150,001

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

150,001

 

 

 

150,001

 

 

 

 

For the Nine Months Ended

 

 

 

December 31,

 

 

 

2016

 

 

2015

 

 

 

 

 

 

 

 

REVENUE

 

$-

 

 

$-

 

General and administrative

 

 

-

 

 

 

-

 

Other expenses

 

 

-

 

 

 

-

 

Net income (loss)

 

$-

 

 

$-

 

 

NOTE 7 - SUBSEQUENT EVENTS

 

The holders of a majority of our issued and outstanding stock on a fully-converted basis have taken an action by written consent without a meeting dated October 27, 2016, pursuant to the Wyoming Business Corporation Act, to approve a reverse split of our issued and outstanding common stock, par value $0.001, at the ratio of one (1) new share for every one hundred (100) existing shares (the “Reverse Split”). The purpose of the Reverse Split is to reorganize our capital structure, which management believes will better position us to attract financing.

 

As of January 16, 2017, the Company is still waiting for The Financial Industry Regulatory Authority to approve the Reverse Split.

 
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

Except for historical information, this report 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. Such forward-looking statements involve risks and uncertainties, including, among other things, statements regarding our business strategy, future revenues and anticipated costs and expenses. Such forward-looking statements include, among others, those statements including the words “expects”, “anticipates”, “intends”, “believes” and similar language. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in the sections "Business", "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations". You should carefully review other documents we file from time to time with the Securities and Exchange Commission ("SEC"). You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly release any revisions to the forward-looking statements or reflect events or circumstances after the date of this document.

 

Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements.

 

All references in this Form 10-Q to the "Company", "Yinfu", "we", "us" or "our" are to Yinfu Gold Corporation.

 

Our unaudited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

 

Overview

 

Yinfu Gold Corporation (the “Company”) is a Wyoming corporation incorporated on September 1, 2005, under the name Ace Lock & Security, Inc. Our name was changed to Yinfu Gold Corporation as of November 18, 2010. We are working to establish and build a peer-to-peer (“P2P”) online lending service platform.

 

We have had limited operations and based upon our reliance on the sale of our common stock and the advances from our president, these are the source of funds for our future operations.

 

Plan of Operation

 

We devote substantial efforts to establishing a P2P online lending service platform. However, our planned principal operations have not yet commenced.

 

In 2016, we plan to establish ourselves as a known P2P online lending service provider. We provide an online lending platform that matches lenders directly with the borrowers and charge a commission fee. Through our P2P platform, lenders can earn higher returns compared to savings and investment products offered by banks, where borrowers can borrow money at lower interest rate.

 

 
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Need for Additional Capital

 

The Company has not generated any revenues from operations, and may be unable to fund on-going activities. We cannot guarantee that we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in developing our own hardware and software, and the possibility of new regulations that will make our company difficult or impossible to operate.

 

If we are unable to meet our needs for cash from either our operations, or possible alternative sources, then we may be unable to continue, develop, or expand our operations. 

 

If we are unable to complete any phase of our development program or fail to raise additional capital to maintain our operations in the future, we may be unable to carry out our full business plan or we may be forced to cease operations.

 

Results of Operations

 

The following results of operations reflect the historical financial statements prior to the acquisition of China Enterprise Overseas Investment & Finance Group Limited (“CEI”) and have been prepared to give retroactive effect to the reverse acquisition completed on January 28, 2015, and represent the operations of CEI only. The consolidated financial statements after the acquisition date, January 28, 2015 include the balance sheets of both companies at historical cost, the historical results of CEI and the results of the Company from the acquisition date.

 

We have generated no revenues and have incurred $168,284 in expenses through December 31, 2016.

 

The following table provides selected financial data about our company as of December 31, 2016 and March 31, 2016.

 

 

 

December 31,

2016

 

 

March 31,

2016

 

Cash

 

$3,265

 

 

$122

 

Total Assets

 

$153,266

 

 

$150,123

 

Total Liabilities

 

$752,813

 

 

$692,186

 

Stockholders’ Equity (Deficit)

 

$(599,547)

 

$(542,063)

 

As of December 31, 2016, the Company’s cash balance was $3,265 compared to $122 as of March 31, 2016, and our total assets as of December 31, 2016, were $153,266 compared with $150,123 as of March 31, 2016.

 

As of December 31, 2016, the Company had total liabilities of $752,813 compared with total liabilities of $692,186 as of March 31, 2016. The increase in total liabilities was primarily attributed to an increase in related party debts owed to the President of the Company.

 

 
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Nine Months

Ended

December 31,

2016

 

 

Nine Months

Ended

December 31,

2015

 

Revenue

 

$-

 

 

$-

 

Operating Expenses

 

 

 

 

 

 

 

 

General and administrative

 

 

-

 

 

 

-

 

Professional fees

 

 

57,484

 

 

 

42,982

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

 

 

57,484

 

 

 

42,982

 

 

 

 

 

 

 

 

 

 

Income (Loss) from Operation

 

$(57,484)

 

$(42,982)

  

Revenues

 

The Company has generated no revenues during the nine months ended December 31, 2016 and 2015.

 

Operating expenses

 

For the nine months ended December 31, 2016, total operating expenses were $57,484, which consisted solely of professional fees. For the nine months ended December 31, 2015, total operating expenses were $42,982, which consisted solely of professional fees. The increase in professional fees was primarily due to the cost of complying with the SEC reporting requirements for the nine months ended December 31, 2016.

 

Liquidity and Capital Resources

 

Working Capital

 

 

 

As of

December 31,

2016

 

 

As of

March 31,

2016

 

Current Assets

 

$153,266

 

 

$150,123

 

Current Liabilities

 

$752,813

 

 

$692,186

 

Working Capital Deficiency

 

$(599,547)

 

$(542,063)

As of December 31, 2016, the Company had a working capital deficiency of $599,547 compared with working capital deficiency of $542,063 as of March 31, 2016. The increase in working capital deficiency was primarily attributed to the increase in current liabilities due to an increase in notes payable to the President of the Company.

 

 
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Cash Flows

 

 

Nine Months

Ended

December 31,

2016

 

 

Nine Month

Ended

December 31,

2015

 

Cash Flows Used in Operating Activities

 

$(55,459)

 

$(42,982)

Cash Flows Provided by Investing Activities

 

$-

 

 

$-

 

Cash Flows Provided by Financing Activities

 

$58,602

 

 

$43,248

 

Net Increase (decrease) in Cash During Period

 

$3,143

 

 

$266

 

 

Cash Flows Used in Operating Activities

 

During the nine months ended December 31, 2016, the Company had $55,459 in cash used in operating activities, which was attributed from loss from operations of $57,484 and increase in accounts payable and accrued liabilities of $2,025. During the nine months ended December 31, 2015, the Company had $42,982 in cash used in operating activities, which consists solely of loss from operations.

 

Cash Flows Provided by Investing Activities

 

During the nine months ended December 31, 2016 and 2015, the Company used no cash in investing activities.

 

Cash Flows Provided by Financing Activities

 

During the nine months ended December 31, 2016, the President has advanced the Company $58,602 for operating expenses. During the nine months ended December 31, 2015, the President has advanced the Company $43,248 for operating expenses.

 

Off-Balance Sheet Arrangements

 

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 is material to investors.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable.

 

 
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Item 4. Controls and Procedures

 

Management's Report on Disclosure Controls and Procedures

 

As of December 31, 2016, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

 

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee, (2) lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (3) inadequate segregation of duties consistent with control objectives; and (4) management dominated by two individuals without adequate compensating controls. The aforementioned material weaknesses were identified by our Chief Executive and Financial Officer in connection with their review of our financial statements as of December 31, 2016.

 

Management believes that the material weaknesses set forth above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended December 31, 2016, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

 

 
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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not presently a party to any legal proceedings and, to our knowledge, no such proceedings are threatened or pending.

 

Item 1A. Risk Factors

 

Not applicable.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

No stock was sold during the quarter ended December 31, 2016.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

None.

 

Item 5. Other Information

 

None.

 

 
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Item 6. Exhibits

 

Index to Exhibits

 

31.1

 

Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.

 

 

 

31.2

 

Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.

 

 

 

32.1

 

Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.

 

 

 

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 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.

 

 

 

Yinfu Gold Corporation

 

(Registrant)

 

Dated: January 19, 2017

By:

/s/ Jiang Libin

Jiang Libin

 

Chief Executive Officer

 

 

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