Attached files
| file | filename |
|---|---|
| EX-32.1 - BCI HOLDING INC | ex32.htm |
| EX-31.2 - BCI HOLDING INC | ex31_2.htm |
| EX-31.1 - BCI HOLDING INC | ex31_1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number: 000-55579
BCI HOLDING INC.
(FORMER ASSET PROTECTION OF AMERICA, INC.)
(Exact name of registrant as specified in its charter)
| Nevada | 27-3387893 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
9500 W. Flamingo Rd. Suite 205 Las Vegas, NV 89147
(Address of principal executive offices, including zip code)
(800) 581-1522
(Telephone number, including area code)
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒
Indicate by check mark 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 ☐ No ☒
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☐ | Smaller reporting company ☒ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐
As of March 23, 2017, there were 11,548,000 shares of our common stock issued and outstanding.
Documents Incorporated by Reference: None.
BCI HOLDING INC.
ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016
Table of Contents
CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS
This Annual Report on Form 10K contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. As a penny stock issuer the Company is unable to rely on these safe harbor provisions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, among other things:
Factors that might cause these differences include the following:
| ● | the ability of the Company to offer and sell the shares of common stock offered hereby; |
| ● | the ability to retain certain members of management; |
| ● | our expectations regarding general and administrative expenses; |
| ● | our expectations regarding cash balances, capital requirements, anticipated revenue and expenses; |
| ● | other factors detailed from time to time in filings with the SEC. |
In addition, in this prospectus, we use words such as “anticipate,” “believe,” “plan,” “expect,” “future,” “intend,” and similar expressions to identify forward-looking statements.
We undertake no obligation to update publicly or revise any forward -looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.
Overview
BCI Holding, Inc. (former Asset Protection of America, Inc.) (“the Company”, “we”, “us” or “our”) was formed in August 2010. Prior to March 28, 2014, the Company’s name was Bauman Estate Planning, Inc. APA is a unique, full service, one-stop estate planning and asset protection company. Our team of dedicated, experienced and knowledgeable personnel is trained to offer a broad range of estate planning and asset protection services. We can assist our customers by providing services ranging from minimizing or eliminating probate, and, or, federal estate taxes to highly sophisticated asset protection tools. Our number one priority is to protect what our customers have. The Company’s fiscal year is December 31.
In July 2016, the prior sole shareholder of the Company, Todd Bauman (“seller”), entered into a Stock Purchase Agreement with Max Niche Saint Solution PTE LTD (“purchaser”). The seller sold all his shares to the purchaser, closing on August 2, 2016 (“the closing date”) and all assets and liabilities before August 2, 2016 were assumed by the seller. As of August 2, 2016, the Company’s estate planning business will not be relevant to the Company’s future business.
On August 31, 2016 the Registrant changed the name of the Registrant from Asset Protection of America, Inc. to BCI Holding Inc.
Since July 1, 2016, the Company does not have any business operations.
The Company is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act
The Company shall continue to be deemed an emerging growth company until the earliest of:
‘(A) the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every 5 years by the Commission to reflect the change in the Consumer Price Index for All Urban Consumers published by the Bureau of Labor Statistics, setting the threshold to the nearest 1,000,000) or more;
‘(B) the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement under this title;
‘(C) the date on which such issuer has, during the previous 3-year period, issued more than $1,000,000,000 in non-convertible debt; or
‘(D) the date on which such issuer is deemed to be a ‘large accelerated filer’, as defined in section 240.12b-2 of title 17, Code of Federal Regulations, or any successor thereto.’.
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As an emerging growth company, the company is exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures.
Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting.
As an emerging growth company the company is exempt from Section 14A and B of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes.
The Company has irrevocably opted out of the extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the Act.
Subsidiaries
We currently do not have any subsidiaries
Executive Offices and Registered Agent
Our executive offices are located at 9500 W. Flamingo Road, Suite 205, Las Vegas, NV 89147. Our telephone number is (800) 581-1522. Office is provided by prior management team for free.
Our registered transfer agent is Action Stock Transfer Corp. located at 2469 East Fort Union Blvd. Suite 214 Salt Lake City, Utah 84121. Their telephone and fax numbers are: Tel: 801-274-1088, Fax: 801-274-1099.
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
None
We were not subject to any legal proceedings during the twelve month periods ended December 31, 2016 or 2015 or subsequent to December 31, 2016 and no legal proceedings are threatened or pending to the best of our knowledge or belief.
ITEM 4. MINE SAFETY DISCLOSURE
Not applicable to our Company.
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ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
We intend to apply to have our stock traded on the OTC Markets. The OTC Markets is separate and distinct from the NASDAQ stock market and other stock exchanges. NASDAQ has no business relationship with issuers of securities quoted on the OTC Markets. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTC Markets.
The NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for not meeting those standards. On the OTC Markets, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files. There is no guarantee that the company will find a market maker to apply for listing of our common stock on the OTC Markets.
Investors must contact a broker-dealer to trade OTC Markets securities. Investors do not have direct access to the bulletin board service. For OTC Market securities, there only has to be one market maker.
Bulletin board transactions are conducted almost entirely manually. Because there are no automated systems for negotiating trades on the bulletin board, they are conducted via telephone. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders — an order to buy or sell a specific number of shares at the current market price — it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution.
Because OTC Market stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.
Number of Shareholders
As of December 31, 2011, there were 10,000,000 shares of our common stock issued and outstanding and 2 shareholders
On July 23, 2012, the Company issued 400,000 shares of its $0.001 par value common stock at $0.0025 per share for services provided by Terry Adler.
On August 27, 2012, the Company issued 400,000 shares of its $0.001 par value common stock at $0.0025 per share for services provided by James Kestler.
As of December 31, 2012, there were 10,800,000 shares of our common stock issued and outstanding and 4 shareholders.
Between September 9, 2013 and December 12, 2013, the Company sold 330,000 shares of its $0.001 par value common stock at $0.05 per share to 14 investors for consideration of $16,500 in cash.
| 3 |
Between January 15, 2014 and March 24, 2014, the Company sold 418,000 shares of its $0.001 par value common stock at $0.05 per share to 24 investors for consideration of $20,900 in cash.
As of December 31, 2016, there were 11,548,000 shares of our common stock issued and outstanding and 14 shareholders.
As of March 23, 2017, there were 11,548,000 shares of common stock issued and outstanding and approximately 14 shareholders.
Our registered transfer agent is Action Stock Transfer Corp. located at 2469 East Fort Union Blvd. Suite 214 Salt Lake City, Utah 84121. Their telephone and fax numbers are: Tel: 801-274-1088, Fax: 801-274-1099.
Dividends
We have never paid cash dividends or distributions to our equity owners. We do not expect to pay cash dividends on our common stock, but instead, intend to utilize available cash to support the development and expansion of our business. Any future determination relating to our dividend policy will be made at the discretion of our Board of Directors and will depend on a number of factors, including but not limited to, future operating results, capital requirements, financial condition and the terms of any credit facility or other financing arrangements we may obtain or enter into, future prospects and in other factors our Board of Directors may deem relevant at the time such payment is considered. There is no assurance that we will be able or will desire to pay dividends in the near future or, if dividends are paid, in what amount.
Stock Repurchases
The Company did not make any stock repurchases during the twelve months ended December 31, 2016 and 2015 or from December 31, 2016 to the date of this report.
Securities Issued in Unregistered Transactions
During the year ended December 31, 2016, we did not issue any securities in unregistered transactions.
Subsequent Sales of Unregistered Securities
We have not sold any shares of unregistered subsequent to December 31, 2016.
ITEM 6. SELECTED FINANCIAL DATA
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as “believes,” “anticipates,” “expects,” “estimates,” “plans,” “may,” “will,” or similar terms. These statements appear in a number of places in this Filing and include statements regarding the intent, belief or current expectations of the Company, and its directors or its officers with respect to, among other things: (i) trends affecting the Company’s financial condition or results of operations for its limited history; (ii) the Company’s business and growth strategies; and, (iii) the Company’s financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such factors that could adversely affect actual results and performance include, but are not limited to, the Company’s limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation, technological change and competition.
The Company has a limited operating history upon which an evaluation of the Company, its current business and its prospects can be based. The Company’s prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development. Such risks include inadequate funding the company’s inability to anticipate and adapt to a developing market, the failure of the company’s infrastructure, changes in laws that adversely affect the company’s business, the ability of the Company to manage its operations, including the amount and timing of capital expenditures and other costs relating to the expansion of the company’s operations, the introduction and development of different or more extensive communities by direct and indirect competitors of the Company, including those with greater financial, technical and marketing resources, the inability of the Company to attract, retain and motivate qualified personnel and general economic conditions.
The Company expects that its operating expenses will increase significantly, especially as it implements its business plan. To the extent that increases in its operating expenses precede or are not followed by commensurate increases in revenues, or that the Company is unable to adjust operating expense levels accordingly, the Company’s business, results of operations and financial condition would be materially and adversely affected. There can be no assurances that the Company can achieve or sustain profitability or that the Company’s operating losses will not increase in the future.
GENERAL DESCRIPTION OF BUSINESS
BCI Holding, Inc. (former Asset Protection of America, Inc.) (“the Company”, “we”, “us” or “our”) was incorporated in the state of Nevada on August 27, 2010. Prior to March 28, 2014, the Company’s name was Bauman Estate Planning, Inc. The Company engages in the business of estate planning. The Company is a one-stop, full service estate planning and an asset protection company. The Company’s staff of professional, dedicated, experienced, knowledgeable and highly competent personnel are trained and licensed to offer a broad range of estate planning services. The Company can assist their customers from minimizing or eliminating probate and/or federal estate taxes to highly sophisticated estate planning tools. The Company’s fiscal year is December 31.
| 5 |
In July 2016, the prior sole shareholder of the Company, Todd Bauman (“seller”), entered into a Stock Purchase Agreement with Max Niche Saint Solution PTE LTD (“purchaser”). The seller sold all his shares to the purchaser, closing on August 2, 2016 (“the closing date”) and all assets and liabilities before August 2, 2016 were assumed by the seller. As of August 2, 2016, the Company’s estate planning business will not be relevant to the Company’s future business.
Since July 1, 2016, the Company does not have any business operations.
On August 31, 2016 the Registrant changed the name of the Registrant from Asset Protection of America, Inc. to BCI Holding Inc.
The Company’s results of operations related to discontinued operation have been reclassified as discontinued operations on a retrospective basis for all periods presented.
Balances for discontinued operation as of December 31, 2016 and December 31, 2015 are as follows:
| December 31, 2016 | December 31, 2015 | |||||||
| Assets - current | $ | - | $ | 6,119 | ||||
| Assets - noncurrent | - | 2,143 | ||||||
| Liabilities - current | - | 59,420 | ||||||
The operating results of discontinued operation for the years ending December 31, 2016 and 2015 classified as discontinued operations are summarized below:
| Years Ended December 31, | ||||||||
| 2016 | 2015 | |||||||
| Service Revenues | $ | 21,558 | $ | 40,762 | ||||
| Cost of Revenues | 2,114 | 8,586 | ||||||
| Gross Profit | 19,444 | 32,176 | ||||||
| Operating Expenses | 26,692 | 117,129 | ||||||
| Net loss from discontinued operations | $ | (7,248 | ) | $ | (84,953 | ) | ||
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RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2016 COMPARED TO THE YEAR ENDED DECEMBER 31, 2015.
Revenue
During the years ended December 31, 2016 and 2015, we generated no revenues.
Cost of Revenue
We incurred no cost of revenue for the years ended December 31, 2016 and 2015.
Operating Expenses
During the years ended December 31, 2016 and 2015, we incurred $13,425 and $0 in operating expenses, respectively. During the years ended December 31, 2016 and 2015, our operating expenses consisted of $13,175 and $0 in professional fees, respectively. The increase of the operating expense is because the Company discontinued its operation in July 2016 and all expenses in prior year is classified into net loss from discontinued operations.
Net Loss
Our net loss for the year ended December 31, 2016 was $20,673 compared to net loss of $84,953 for the year ended December 31, 2015, a variance of $64,280 due to discontinued operation discussed above.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2016, we had $0 in current assets compared to $6,119 at December 31, 2015. Current liabilities at December 31, 2016 totaled $13,175 compared to $59,420 at December 31, 2015.
These financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. While the Company has started to achieve a profitable business, it has yet to demonstrate sustainable profitability where revenue consistently exceeds its operating expenses and it does not currently have the funding to fully implement its business plan. Future losses are anticipated in the continued development of its business, raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors or stockholders or through debt or equity financings.
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Cash Flows from Operating Activities
For the year ended December 31, 2016, net cash flows used in operating activities was $13,175 compared to $80,202 used in operating activities for the period ended December 31, 2015, a decrease of $67,027. The reason of the decrease in net cash used operating activities is due to increased losses of $13,425 offset by increased interest expenses and by net cash used in operating activities in discontinued operations.
Cash Flows from Investing Activities
We had no investing activities during the years ended December 31, 2016 and 2015.
Cash Flows from Financing Activities
During the years ended December 31, 2016, the Company received $13,175 advances from a related party compared to $54,140 promissory note issued to unrelated party during years ended December 31, 2015. The note was assumed by prior shareholder discontinued operation discussed above.
CRITICAL ACCOUNTING POLICIES
In Financial Reporting release No. 60, “CAUTIONARY ADVICE REGARDING DISCLOSURE ABOUT CRITICAL ACCOUNTING POLICIES” (“FRR 60”), the Securities and Exchange Commission suggested that companies provide additional disclosure and commentary on their most critical accounting policies. In FRR 60, the SEC defined the most critical accounting policies as the ones that are most important to the portrayal of a company’s financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, our most critical accounting policies include: non-cash compensation valuation that affects the total expenses reported in the current period and the valuation of shares. The methods, estimates and judgments we use in applying these most critical accounting policies have a significant impact on the results we report in our financial statements.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of its operations other than in respect of the adoption of the new regulations relating to Development Stage Entities as discussed in Note 2 Significant Accounting Policies in our financial statements below.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Directors of BCI Holding, Inc. (fka Asset Protection of America, Inc.)
9500 W. Flamingo Rd. Suite 205 Las Vegas, NV 89147
We have audited the accompanying balance sheets of BCI Holding, Inc. (fka Asset Protection of America, Inc.) as of December 31, 2016 and 2015, and the related statement of operations, changes in stockholder’s deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits include consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits include examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audits also include assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of BCI Holding, Inc. (fka Asset Protection of America, Inc.) as of December 31, 2016 and 2015 and the result of its operations and its cash flows for the years ended December 31, 2016 and 2015 in conformity with U.S. generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements the Company has suffered losses and currently does not have sufficient available funding to fully implement its business plan. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans concerning these matters are also described in Note 2, which includes raising additional funds through financing. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ TAAD, LLP
Diamond Bar, CA
March 28, 2017
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BCI HOLDING INC.
(ASSET PROTECTION OF AMERICA, INC.)
Balance Sheets
| December 31, 2016 | December 31, 2015 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Assets from discontinued business | $ | - | $ | 6,119 | ||||
| Total Current Assets | - | 6,119 | ||||||
| Non - current assets | ||||||||
| Non -current Assets from discontinued business | - | 2,143 | ||||||
| Total Assets | $ | - | $ | 8,262 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||
| Current Liabilities | ||||||||
| Related party loans | $ | 13,175 | $ | - | ||||
| Liabilities from discontinued business | - | 59,420 | ||||||
| Total Current Liabilities | 13,175 | 59,420 | ||||||
| Total Liabilities | 13,175 | 59,420 | ||||||
| STOCKHOLDERS' DEFICIT | ||||||||
| Common stock: $0.001 par value,75,000,000 shares authorized 11,548,000 shares issued and outstanding as of December 31, 2016 and December 31, 2015 | 11,548 | 11,548 | ||||||
| Additional paid-in capital | 94,908 | 36,252 | ||||||
| Accumulated deficit | (119,631 | ) | (98,958 | ) | ||||
| Total Stockholders' Deficit | (13,175 | ) | (51,158 | ) | ||||
| Total Liabilities and Stockholders' Deficit | $ | - | $ | 8,262 | ||||
The accompanying notes are an integral part of these financial statements.
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BCI HOLDING INC.
(ASSET PROTECTION OF AMERICA, INC.)
Statements of Operations
| For the years ended December 31, | ||||||||
| 2016 | 2015 | |||||||
| Operating Expenses | ||||||||
| General and administrative | $ | 250 | $ | - | ||||
| Professional fees | 13,175 | - | ||||||
| Total operating expenses | 13,425 | - | ||||||
| Operating Income(Loss) | (13,425 | ) | - | |||||
| Net Loss from continuing operations | (13,425 | ) | - | |||||
| Net Loss from discontinued operations | (7,248 | ) | (84,953 | ) | ||||
| Net Loss | $ | (20,673 | ) | $ | (84,953 | ) | ||
| Net Loss Per Share - Basic and Diluted | $ | (0.00 | ) | $ | (0.01 | ) | ||
| Weighted Average Shares Outstanding - Basic and Diluted | 11,548,000 | 11,548,000 | ||||||
* denotes income (loss) of less than $0.01 per share
The accompanying notes are an integral part of these financial statements.
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BCI HOLDING INC.
(ASSET PROTECTION OF AMERICA, INC.)
Statement of Changes in Stockholders’ Deficit
| Additional | Total | |||||||||||||||||||
| Common Stock | Paid-In | Deficit | Stockholders' | |||||||||||||||||
| Shares | Amount | Capital | Accumulated | Deficit | ||||||||||||||||
| Balance, December 31, 2014 | 11,548,000 | $ | 11,548 | $ | 36,252 | $ | (14,005 | ) | $ | 33,795 | ||||||||||
| Net loss | - | - | - | (84,953 | ) | (84,953 | ) | |||||||||||||
| Balance, December 31, 2015 | 11,548,000 | 11,548 | 36,252 | (98,958 | ) | (51,158 | ) | |||||||||||||
| Additional paid-in capital due to net equity assumed by prior management | - | - | 58,656 | - | 58,656 | |||||||||||||||
| Net loss | - | - | - | (20,673 | ) | (20,673 | ) | |||||||||||||
| Balance, December 31, 2016 | 11,548,000 | $ | 11,548 | $ | 94,908 | $ | (119,631 | ) | $ | (13,175 | ) | |||||||||
The accompanying notes are an integral part of these financial statements.
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BCI HOLDING INC.
(ASSET PROTECTION OF AMERICA, INC.)
Statements of Cash Flows
| For the years ended December 31, | ||||||||
| 2016 | 2015 | |||||||
| OPERATING ACTIVITIES | ||||||||
| Net Loss | $ | (13,425 | ) | $ | - | |||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase in interest payable | 250 | - | ||||||
| Net cash used in operating activities-continuing operations | (13,175 | ) | - | |||||
| Net cash used in operating activities-discontinued operations | - | (80,202 | ) | |||||
| Net cash used in operating activities | (13,175 | ) | (80,202 | ) | ||||
| FINANCING ACTIVITIES | ||||||||
| Advance from a related party | 13,175 | - | ||||||
| Net cash provided by financing activities-continuing operations | 13,175 | - | ||||||
| Net cash provided by financing activities-discontinued operations | - | 54,140 | ||||||
| Net cash provided by financing activities | 13,175 | 54,140 | ||||||
| Decrease in cash | $ | - | $ | (26,062 | ) | |||
| Cash - beginning of period | - | 32,181 | ||||||
| Cash - end of period | $ | - | $ | 6,119 | ||||
| Non Cash Financing and Investing Activities: | ||||||||
| Supplemental Disclosures: | ||||||||
| Liabilities assumed by prior shareholders | $ | 73,865 | $ | - | ||||
| Interest paid | $ | - | $ | - | ||||
| Income Taxes Paid | $ | - | $ | - | ||||
The accompanying notes are an integral part of these financial statements.
| 13 |
BCI Holding, Inc.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015
NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS
BCI Holding, Inc. (former Asset Protection of America, Inc.) (“the Company”, “we”, “us” or “our”) was incorporated in the state of Nevada on August 27, 2010. Prior to March 28, 2014, the Company’s name was Bauman Estate Planning, Inc. The Company engages in the business of estate planning. The Company is a one-stop, full service estate planning and an asset protection company. The Company’s staff of professional, dedicated, experienced, knowledgeable and highly competent personnel are trained and licensed to offer a broad range of estate planning services. The Company can assist their customers from minimizing or eliminating probate and/or federal estate taxes to highly sophisticated estate planning tools. The Company’s fiscal year is December 31.
In July 2016, the prior sole shareholder of the Company, Todd Bauman (“seller”), entered into a Stock Purchase Agreement with Max Niche Saint Solution PTE LTD (“purchaser”). The seller sold all his shares to the purchaser, closing on August 2, 2016 (“the closing date”) and all assets and liabilities before August 2, 2016 were assumed by the seller. As of August 2, 2016, the Company’s estate planning business will not be relevant to the Company’s future business.
Since July 1, 2016, the Company does not have any business operations.
On August 31, 2016 the Registrant changed the name of the Registrant from Asset Protection of America, Inc. to BCI Holding Inc.
NOTE 2 – GOING CONCERN
These financial statements have been prepared on a going concern basis, which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. While the Company has started to achieve a profitable business, it has yet to demonstrate sustainable profitability where revenue consistently exceeds its operating expenses and it does not currently have the funding to fully implement its business plan. Future losses are anticipated in the continued development of its business, raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and, or, obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors or stockholders or through debt or equity financings.
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NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentations
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a December 31 fiscal year end.
Use of Estimates
The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. We regularly evaluate estimates and assumptions related to the useful life and recoverability of long-lived assets and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us may differ materially and adversely from our estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
Cash and Cash Equivalents
Cash and cash equivalents include cash on deposit in overnight deposit accounts and investments in money market accounts. At December 31, 2016 and December 31, 2015, we had $0 and $0 cash and cash equivalents.
Accounts Receivable
Accounts receivable are carried at their estimated collectible amounts. Trade accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. The Company has no allowance for doubtful accounts as of December 31, 2016 and December 31, 2015.
Financial Instruments
ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows:
Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange.
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Level 2 – Pricing inputs are other than quoted prices in active markets, but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts, or priced with models using highly observable inputs.
Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights.
Our financial instruments consist of cash, accounts receivable, accounts payable and advances, related party which approximate their fair value due to their short maturities.
Fixed Assets
Fixed assets are stated at historical cost less accumulated depreciation and amortization. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Depreciation is provided on a straight-line basis over the assets’ estimated useful lives. The useful lives of the assets are as follows office equipment 3 years and leasehold improvements use the shorter of the estimated useful life or the remaining term of the agreements, generally ranging from 3 to 15 years. Additions and improvements are capitalized while routine repairs and maintenance are charged to expense as incurred. Upon sale or disposition, the historically recorded asset cost and accumulated depreciation are removed from the accounts and the net amount less proceeds from disposal is charged or credited to other income / expense.
Long-Lived Assets
We account for our long-lived assets in accordance with ASC Topic 360-10-05, “Accounting for the Impairment or Disposal of Long-Lived Assets.” ASC Topic 360-10-05 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. We assess recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and fair value or disposable value.
Income Taxes
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely that not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
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Revenue Recognition
Revenue is recognized when persuasive evidence of an arrangement exists, the price is fixed, services are rendered, and there is reasonable assurance of collection.
Advertising, Promotion and Marketing
We recognize advertising, promotion and marketing costs as incurred. The amount of advertising, promotion and marketing expense recognized for the years ended December 31, 2016 and 2015 was $0 and $0, respectively.
Basic and Diluted Net Income (Loss) Per Share
The Company computes income loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic income loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
No potential dilutive debt or equity instruments were issued or outstanding during the years ended December 31, 2016 and 2015.
Recent Accounting Pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on our financial condition or the results of its operations.
On November 20, 2015, FASB issued ASU-2015-17-Income Taxes. The Board is issuing this Update as part of its initiative to reduce complexity in accounting standards (the Simplification Initiative). The objective of the Simplification Initiative is to identify, evaluate, and improve areas of generally accepted accounting principles (GAAP) for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. Current GAAP requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position. To simplify the presentation of deferred income taxes, the amendments in this Update require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in this Update apply to all entities that present a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in this Update. For public business entities, the amendments in this Update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period. The Company is still in the process of evaluating future impact of adopting this standard. Management believes that the impact of this ASU to the Company’s financial statements would be insignificant.
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In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows”. The amendments provide guidance on the following eight specific cash flow issues: (1) Debt Prepayment or Debt Extinguishment Costs; (2) Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest Rate of the Borrowing; (3) Contingent Consideration Payments Made after a Business Combination; (4)Proceeds from the Settlement of Insurance Claims; (5) Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned; (6) Life Insurance Policies; (7) Distributions Received from Equity Method Investees; (8) Beneficial Interests in Securitization Transactions; and Separately Identifiable Cash Flows and Application of the Predominance Principle. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.
In October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory”, which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-06 will be effective for the Company in its first quarter of 2019. The Company is currently evaluating the impact of adopting ASU 2016-16 on its consolidated financial statements.
NOTE 4 – RELATED PARTY TRANSACTIONS
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties which mainly consisted of directors and officers of the company until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.
During the years ended December 31, 2016 and 2015, the CEO of the Company, Mr. Jean Yves Gicque, was repaid $0 and $0 and advanced to the Company $13,175 and $0, respectively.
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As of December 31, 2016 and December 31, 2015, the balances on the advances were $13,175 and $0, respectively. The advances are non-interest bearing, unsecured and due on demand.
NOTE 5 – INCOME TAX
The Company is incorporated in United States, and is subject to corporate income tax rate of 34%.
The Company is subject to United States of America tax law. As of December 31, 2016, the operations in the United States of America incurred $119,631 of cumulative net operating losses that can be carried forward to offset future taxable income. The net operating loss carry forwards as of December 31, 2016 will expire in the year of 2033 to 2035 if not utilized. The Company has provided full valuation allowance for the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.
| December 31, 2016 | December 31, 2015 | |||||||
| Deferred tax | 40,675 | 33,646 | ||||||
| Allowance of deferred tax | (40,675 | ) | (33,644 | ) | ||||
| Total | - | - | ||||||
NOTE 6 – COMMON STOCK
In November 2016, the board of directors adopted a resolution and authorized the Company to increase the authorized shares of common stock from 75,000,000 shares to 5,000,000,000. Par value remains $0.001 per share. The Company is in the process of getting approval from FINRA.
As at December 31, 2016, there were 11,548,000 shares of common stock issued and outstanding.
NOTE 7 – DISCONTINUED OPERATION
In July 2016, the prior sole shareholder of the Company, Todd Bauman (“seller”), entered into a Stock Purchase Agreement with Max Niche Saint Solution PTE LTD (“purchaser”). The seller sold all his shares to the purchaser, closing on August 2, 2016 (“the closing date”) and all assets and liabilities before August 2, 2016 were assumed by the seller. As of August 2, 2016, the Company’s estate planning business will not be relevant to the Company’s future business. The seller sold all his shares to the purchaser, closing on August 2, 2016 (“the closing date”) and all assets and liabilities before August 2, 2016 were assumed by the seller. Net equity of ($58,656) taken by the seller was recorded as increased additional paid in capital of $58,656.
Since July 1, 2016, the Company does not have any business operations.
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The Company’s results of operations related to discontinued operation have been reclassified as discontinued operations on a retrospective basis for all periods presented.
Balances for discontinued operation as of December 31, 2016 and December 31, 2015 are as follows:
| December 31, 2016 | December 31, 2015 | |||||||
| Assets - current | $ | - | $ | 6,119 | ||||
| Assets - noncurrent | - | 2,143 | ||||||
| Liabilities - current | - | 7,920 | ||||||
The operating results of discontinued operation for the years ending December 31, 2016 and 2015 classified as discontinued operations are summarized below:
| Years Ended | ||||||||
| December 31, | ||||||||
| 2016 | 2015 | |||||||
| Service revenues | $ | 21,558 | $ | 40,762 | ||||
| Cost of revenues | 2,114 | 8,586 | ||||||
| Gross Profit | 19,444 | 32,176 | ||||||
| Operating Expenses | 26,692 | 117,129 | ||||||
| Net loss from discontinued operations | $ | (7,248 | ) | $ | (84,953 | ) | ||
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
During the years ended December 31, 2016 and 2015, we have had no disagreements with our accountants on accounting and financial disclosure.
ITEM 9a. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Jean Yves Gicque, who is our chief executive officer and our chief financial officer, is responsible for establishing and maintaining our disclosure controls and procedures. Disclosure controls and procedures means controls and other procedures that are designed to ensure that information we are required to disclose in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to ensure that information required to be disclosed by us in those reports is accumulated and communicated to the our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our chief executive officer and chief financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of December 31, 2016. Based on that evaluation it was concluded that our disclosure controls and procedures were not effective as of December 31, 2016.
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Changes in internal controls
There were no changes in our internal controls over financial reporting that occurred during the year ended December 31, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. As defined by the SEC, internal control over financial reporting is a process designed by, or under the supervision of our principal executive officer and principal financial officer and implemented by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements in accordance with U.S. generally accepted accounting principles.
Our internal control over financial reporting includes those policies and procedures that:
| ● | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; | |
| ● | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and | |
| ● | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
None.
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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Executive Officers and Directors
The names, ages, and respective positions of our directors, executive officers, and key employees are set forth below.
| Name | Age | Present Positions with Company | ||
| Jean Yves Gicque | 62 | President, Treasurer, Chief Executive Officer, Chief Financial Officer and a Director | ||
| Todd Bauman(1) | 46 | President, Treasurer, Chief Executive Officer, Chief Financial Officer and a Director | ||
| Andrea Scott(2) | 42 | Secretary and a Director |
| (1) | Todd Bauman resigned on July 30, 2016. |
| (2) | Andrea Scott resigned on July 30, 2016 |
Jean Yves Gicque, Chairman of the Board, Director, President, CEO, CFO and Treasurer.
Todd Bauman, Former Chairman of the Board, Director, President, CEO, CFO and Treasurer.
March 1994 to August 1996 worked for Retirement Financial Services of America, Inc., which was a financial, and estate planning firm.
August 1996 to May 2000 Owned and operated America's Financial, Inc., which was a financial, and estate planning firm.
Geneva Roth July 2000 to March 2004 was a marketing and consulting firm.
In May of 2002, Mr. Bauman owned and operated The Wealth Preservation Group. This firm was dedicated to assisting pre-retirees and retirees with their investments, estate planning, life insurance, long-term care insurance and tax planning. In 2008 I split the company into three entities. Bauman Financial Group, LLC focuses on Insurance and Annuities. Asset Protection of America, Inc. focuses on Estate Planning and Asset Protection. Bauman Advisory Group, LLC is a Registered Investment Advisory firm. Todd Bauman is a comprehensive financial advisor who meets with people to assist them with their investments, estate planning, life insurance, long-term care insurance and tax planning.
Todd Bauman is a native of Las Vegas, Nevada. Mr. Bauman obtained his Bachelor of Science in Economics and a minor in Finance from the University of Nevada Las Vegas. In 1994 he graduated and went to work for a local financial planning company. In 1996 he left and opened his own financial planning company. In two years it quickly became Southern Nevada’s largest independent financial planning company with 3 offices and over 20 employees. In 2000 he sold the company and opened a marketing and consulting firm. There he consulted with companies on financing and marketing of services and products.
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Andrea Scott—Former Secretary
03/10 – Present
Administrative Assistant for Bauman Financial Group Las Vegas, NV
Provide excellent service to existing clients: paperwork for claims, withdrawals, correspondence, etc.
Keep detailed documentation of all clients.
Manage insurance applications and brokerage accounts.
8/10 – 7/16
Secretary for Asset Protection of America, Inc.
Preparation of books including minutes, filings, record keeping, etc.
Estate Planning consultant-meeting with clients, processing files, etc.
Marketing-preparation of mailers and seminars
1/09—2/10
Leather Specialist/Co-Owner
Specialty Leather Maintenance Sunset Beach, CA
Perform leather restoration services for fine furnishings and automobiles
Adhere to strict quality and process standards to ensure that the integrity of all items is maintained throughout restoration.
Market products and services throughout Orange County and L.A. County.
Manage customer service and communications including answering questions, scheduling and tracking appointments.
Perform Accounts Receivables and Accounts Payable duties.
Track and maintain restoration supplies inventory.
Perform all administrative duties such as filing, data entry, making copies, etc.
05/1999 – 2010
Realtor
State of Nevada Licensed Real Estate Agent Las Vegas, NV
Act as an intermediary and/or representative in negotiations between buyers and sellers of real estate, specializing in Bank REO/Foreclosures and Short Sales.
Accompany clients on tours of properties and explain features; educating them on the suitability and value of the property.
Promote sales of properties through advertisements, open houses, and participation in the Las Vegas Multiple Listing Service.
Determine competitive market prices for listed properties.
Advise sellers on home staging and how to make their homes more appealing to potential buyers.
Arrange for title searches and confer with escrow companies, lenders, and home inspectors to ensure that terms and conditions of purchase agreements are met before closing dates.
Prepare documents such as representation contracts, purchase agreements, closing statements, deeds and leases.
Coordinate property closings, overseeing signing of documents and disbursement of funds.
Develop networks of attorneys, mortgage lenders, and contractors to whom clients may be referred.
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N11/1992—5/99
Independent Contractor
Sales Assistant Las Vegas, NV
For various tradeshow and convention exhibitors, performed Sales Assistant, Booth Hostess, Crowd Gatherer, and Receptionist duties.
Andrea Scot has been a licensed insurance agent since March of 2010. She has also taken an anti-money laundering course. She is currently studying for the Series 65 license. Mrs. Scott has taken numerous courses online on estate planning and asset protection and read numerous books on the subject. Mrs. Scott has worked for Bauman Financial Group for over 2 years during which she has assisted in the sale and administration of over 150 trusts, over 100 powers of attorney and over 75 trust amendments.
Committees
Our Company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our company have a written nominating, compensation or audit committee charter. Our directors believe that it is not necessary to have such committees, at this time, because the functions of such committees can be adequately performed by the board of directors.
Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our board of directors may do so by directing a written request addressed to our President and director, Todd Bauman, at the address appearing on the first page of this annual report.
Family Relationships
There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.
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Involvement in Certain Legal Proceedings
To the best of our knowledge, during the past ten years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
Code of Ethics
We have adopted a code of business conduct and ethics that applies to our directors, officers and all employees. The code of business conduct and ethics may be obtained free of charge by writing to Asset Protection of America, Inc., Attn: Chief Financial Officer, 9500 W. Flamingo Rd. Suite 205, Las Vegas, NV 89147.
ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information concerning the annual and long-term compensation of our Chief Executive Officer and our other executive officers during the last two fiscal years.
| Name and Principal Position | Year | Salary* | (a) Bonus | (b) Option Awards | (c) All Other Compensation |
Total Compensation | ||||||||||||||||
| Jean Yves Gicque | 2016 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||
| Chairman of the Board, CFO | 2015 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||
| Todd Bauman(1) | 2016 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||
| Chairman of the Board, CFO | 2015 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||
| President, Treasurer | ||||||||||||||||||||||
| Andrea Scott(2) | 2016 | $ | 4,935 | $ | 0 | $ | 0 | $ | 0 | $ | 4,935 | |||||||||||
| Secretary | 2015 | $ | 4,935 | $ | 0 | $ | 0 | $ | 0 | $ | 4,935 | |||||||||||
| (1) | Todd Bauman resigned on July 30, 2016. |
| (2) | Andrea Scott resigned on July 30, 2016 |
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There are no employment agreements between the Company and Mr. Jean Yves Gicque or Mr. Bauman or Ms. Scott. The understanding is that compensation in the form of cash payments will not begin until the corporation has been profitable for 4 consecutive quarters and that there is no written agreement as to this understanding.
Stock Incentive Plan
We do not have a stock incentive plan.
Compensation of Directors
We did not pay our directors, who also act as senior management/officers any fees or other compensation for acting as a director during our fiscal years ended December 31, 2016 or 2015.
Our directors are reimbursed for reasonable travel and other out-of-pocket expenses incurred in attending meetings of the board.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of March 23, 2017, certain information with respect to the beneficial ownership of shares of our common stock by: (i) each person known to us to be the beneficial owner of more than 5 percent of our outstanding shares of common stock, (ii) each director or nominee for director of our Company, (iii) each of the executives, and (iv) our directors and executive officers as a group. Unless otherwise indicated, the address of each shareholder is c/o our company at our principal office address:
| Beneficial Owner | Number of Shares Beneficially Owned (*) | Percent of Class (**) | ||||||
| Max Niche Saint Solution Pte Ltd | 10,000,000 | 86.60 | % | |||||
| All directors and officers as a group (1 persons) | 0 | 86.60 | % | |||||
(*) Beneficial ownership is determined in accordance with the rules of the SEC which generally attribute beneficial ownership of securities to persons who possess sole or shared voting power and/or investment power with respect to those securities. Unless otherwise indicated, voting and investment power are exercised solely by the person named above or shared with members of such person’s household.
(**) Percent of class is calculated on the basis of the number of shares outstanding on March 23, 2017 (11,548,000).
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Securities Authorized For Issuance under Compensation Plans
We do not have any compensation plans.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Related Party Transactions
Advances, related party
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.
During the years ended December 31, 2016 and 2015, the current President advanced the Company $13,175 and $0, respectively. During the years ended December 31, 2016 and 2015, the former President advanced the Company $0 and $1,756, respectively, respectively. As of December 31, 2016 and 2015, the balances on the advances were $13,175 and $0. The advances are non-interest bearing, unsecured and due on demand. Our Board of Directors has responsibility for establishing and maintaining guidelines relating to any related party transactions between us and any of our officers or directors. Any conflict of interest between a director or officer and us must be referred to the non-interested directors, if any, for approval. We intend to adopt written guidelines for the board of directors which will set forth the requirements for review and approval of any related party transactions.
Director Independence
We periodically review the independence of each director. Pursuant to this review, our directors and officers, on an annual basis, are required to complete a detailed questionnaire to determine if there are any transactions or relationships between any of the directors or officers (including immediate family and affiliates) and us. If any transactions or relationships exist, we then consider whether such transactions or relationships are inconsistent with a determination that the director is independent.
Conflicts Relating to Officers and Directors
To date, we do not believe that there are any conflicts of interest involving our officers or directors. With respect to transactions involving real or apparent conflicts of interest, we have adopted policies and procedures which require that: (i) the fact of the relationship or interest giving rise to the potential conflict be disclosed or known to the directors who authorize or approve the transaction prior to such authorization or approval, (ii) the transaction be approved by a majority of our disinterested outside directors, and (iii) the transaction be fair and reasonable to us at the time it is authorized or approved by our directors.
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Independent Public Accountants
On October 27, 2015, we engaged TAAD, LLP (“TAAD”) our new independent registered public accounting firm. The appointment of TAAD was approved by our Board of Directors. During the fiscal year ended December 31, 2015, we did not consult with TAAD on (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company's financial statements, and TAAD did not provide either a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) the subject of any disagreement, as defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
Audit Fees consist of fees billed for professional services rendered for the audit of our company’s financial statements and review of our interim financial statements included in quarterly reports and services that are normally provided by our auditors in connection with statutory and regulatory filings or engagements. During 2016 and 2015, audit fees were $9,500 and $24,403, respectively.
Audit Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under "Audit Fees".
Tax Fees consist of fees billed for professional services for tax compliance, tax advice and tax planning.
All Other Fees consist of fees for products and services other than the services reported above. There were no management consulting services provided in fiscal 2016 or 2015.
Pre-Approval Policies and Procedures
We currently do not have a designated Audit Committee, and accordingly, our Board of Directors' policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to our Board of Directors regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. Our Board of Directors may also pre-approve particular services on a case-by-case basis.
Our Board of Directors has considered whether the provision of non-audit services is compatible with maintaining the principal accountant's independence.
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Documents filed as part of this Report are as follows:
1) Financial Statements: The financial statements, related notes and report of independent registered public accounting firm are included in Item 8 of Part II of this 2015 Annual Report on Form 10-K.
2) Financial Statement Schedules: All schedules have been omitted because they are not applicable or not required, or the required information is included in the financial statements or notes thereto.
3) Exhibits: The required exhibits are included at the end of this Report and are described in the exhibit index.
| Exhibit No. | Description of Exhibit | |
| 31.1 | Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) | |
| 31.2 | Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a) | |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 | |
| 101.INS † | XBRL Instance | |
| 101.SCH † | XBRL Taxonomy Extension Schema | |
| 101.CAL † | XBRL Taxonomy Extension Calculation | |
| 101.DEF † | XBRL Taxonomy Extension Definition | |
| 101.LAB † | XBRL Taxonomy Extension Labels | |
| 101.PRE † | XBRL Taxonomy Extension Presentation |
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In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BCI Holding, Inc. Registrant | ||
| Date: March 28, 2017 | By: | /s/ Jean Yves Gicque |
| Jean Yves Gicque | ||
| Chief Executive Officer and Chief Financial Officer | ||
In accordance with the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
/s/ Jean Yves Gicque |
||||
| Jean Yves Gicque | Chief Executive Officer and Chief Financial Officer | March 28, 2017 |
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