Attached files
| file | filename |
|---|---|
| EX-32.1 - CERTIFICATION - Band Rep Management, Inc. | bandrep_ex3201.htm |
| EX-31.1 - CERTIFICATION - Band Rep Management, Inc. | bandrep_ex3101.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended May 31, 2015
OR
[_] 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 001-37487
Band Rep Management, Inc.
(Exact name of registrant as specified in its charter)
| NEVADA |
45-5243254 |
| (State or other jurisdiction of | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
8th Floor, Tower Five
China Hong Kong City
33 Canton Rd.
Tsim Sha Tsui, Hong Kong SAR, China
(Address of principal executive office)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (775) 321-8207
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT:
|
TITLE OF EACH CLASS COMMON STOCK, $.001 PAR VALUE |
NAME OF EACH EXCHANGE ON WHICH REGISTERED OTC Bulletin Board |
SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:
NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes |_| No |X|
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 |X| No |_|
Check whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 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 |X| (Not required by smaller reporting companies)
Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
Large accelerated filer [_] Accelerated filer [ _]
Non-accelerated filer [_] (Do not check if a smaller reporting company) Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes |X| No |_|
As of May 31, 2015, the aggregate value of ‘voting and non-voting common equity held by non-affiliates was $110,022,57. The number of outstanding shares as of August 5, 2016 was 110,022,572 shares of common stock, $0.001 par value, issued and outstanding.
EXPLANATORY NOTE
On February 16, 2017, Band Rep Management, Inc. (the “Company”) filed its Annual Report on Form 10-K for the fiscal year ended May 31, 2015 (the “Original Form 10-K”). This Amendment No. 1 (the “Amendment”) amends Item 8, Financial Statements and Supplementary Data, to include the auditors certification report through 14 of the Original Form 10-K to include information previously omitted from the Original Form 10-K
Except as stated herein, this Amendment does not reflect events occurring after the filing of the Original Form 10-K with the Securities and Exchange Commission on February 16, 2017 and no attempt has been made in this Amendment to modify or update other disclosures as presented in the Original Form 10-K.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officers and principal financial officer are filed as exhibits to this Amendment under Exhibit 31.1 and 31.2.
TABLE OF CONTENTS
| Page Number | ||
| Item 1. | Business | 3 |
| Item 1A. | Risk Factors | 4 |
| Item 1B | Unresolved Staff Comments | 4 |
| Item 2 | Properties | 4 |
| Item 3 | Legal Proceedings | 4 |
| Item 4 | (Removed and Reserved) | 4 |
| Item 15 | Exhibits and Financial Statement Schedules | 11 |
| 3 |
Business Development
Band Rep Management, Inc. (BRM, we, the Company) was incorporated in the State of Nevada as a for-profit Company on May 4, 2012 and established a fiscal year end of May 31.
The Company intends to find and manage new music talents and bands for a 25% take of the earnings. As of the date of this 10K, we don’t have a functional website. We have secured our web domain (www.bandrepmanagement.com) and we have a website template that will be further developed upon available funds (see Plan of Operations).
BRM’s office is located at 112 North Curry Street, Carson City, Nevada, 89703, our telephone number is (775) 321-8207 and our fax number is (775) 546-6007. Our United States and registered statutory office is located at 112 North Curry Street, Carson City, Nevada, 89703, telephone number (775) 882-1013.
The Company has not been involved in any bankruptcy, receivership or similar proceedings since its incorporation nor has it been involved in any reclassification, merger or consolidation. We have no plans to change our business activities.
In order to start generating revenue, our company needs to raise enough funds to successfully implement our Plan of Operations. Our president, Sergio Galli, has indicated that he will loan funds to the company to pay for costs to keep BRM’s status current with the SEC and other costs related to the offering for the next 12 months (up to $15,000) if necessary. There is no contract in place and this verbal commitment has no fixed repayment date and bears no interest.
As of May 31, 2015, our president and director has loaned $31,952 to the Company. At the present time, we have generated no revenues from our business operations. We will need additional cash and if we are unable to raise it, we will either suspend marketing operations until we do raise the cash necessary to continue our business plan, or we cease operations entirely.
If we are unable to complete any phase of our business plan or marketing efforts because we don’t have enough money, we will cease our development and/or marketing activities until we raise money.
Attempting to raise capital after failing in any phase of our business plan would be difficult. As such, if we cannot secure additional funds we will have to cease operations and investors will lose their entire investment.
Plan of Operation
In order to have a successful Business, BRM needs to implement its initial plan of operations as described below. We plan to have all the business structure ready before searching for the talents so we can start developing their careers and generating revenue. The actions described below are intended to take place in the order presented herein and only after successfully accomplishing the prior step.
Step 1 – Research and interviews with attorneys: Our president will search for legal advice for the preparation of an initial services contract. It will be important to find a competent and reliable attorney and negotiate the best possible fee. Because we will possibly need legal advice in various moments (between us and our possible clients, record labels, music studios, etc.), a good relationship with a good attorney will be essential. The time frame estimated to accomplish these tasks will be 2 months and cost estimated at $12,000.
Step 2 – Research and Initial contact with music studios and labels: Our president will, after completing the first step described above, research and negotiate deals with music studios and labels. The objective is to form long lasting relationships with agents and promoters. The time frame estimated to accomplish these tasks will be 4 months and cost estimated at $10,000.
| 4 |
Step 3 – Website development: We plan to have our website fully developed only when we have successfully completed the steps described above. The Company’s president will oversee all the development of the website and will hire the necessary third party web developer, if necessary. The new artists would be able to upload their files for future BRM analysis and approval. At that point, we believe that we’ll be prepared to manage our business. The time frame estimated to accomplish these tasks will be 3 months and cost estimated at $5,000.
Step 4 –Marketing Campaign: Our goal is to create public awareness of our business. We intend to advertise on internet social media channel’s, such as Facebook and place advertisements in specialized magazines and websites. The time frame estimated to accomplish these tasks will be 3 months and cost estimated at $12,000.
In summary, we anticipate that we will be fully operational 12 months after we have raised enough funds to implement our Plan of Operations. We believe that we will begin to generate revenue after we are able to successfully develop the steps described above. If we cannot generate sufficient revenues to continue operations, we will suspend or cease operations. We believe we will be able to successfully implement our plan of operations if we raise at least 25% of the securities offered for sale by the Company.
The Company will incur additional expenses by becoming a reporting issuer; the Company’s net proceeds would first be allocated to keep the Company current in its Security and Exchange commission obligations. The Company’s president has stated that he would lend the Company money to maintain its reporting status if required but there is no written contract between the Company and the president and there can be no assurance that the president will lend the Company funds if required.
We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
We do not own any real estate or other properties. The Company’s office is located at 112 North Curry Street, Carson City, Nevada, 89703, telephone number (775) 321-8207 and our fax number is (775) 546-6007.
We are not currently a party to any legal proceedings.
ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
As of May 31, 2015 the Company had 30 active shareholders of record. The Company has not paid cash dividends and has no outstanding options.
ITEM 6. SELECTED FINANCIAL DATA
We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
| 5 |
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this report.
This interim report contains forward looking statements relating to our Company's future economic performance, plans and objectives of management for future operations, projections of revenue mix and other financial items that are based on the beliefs of, as well as assumptions made by and information currently known to, our management. The words "expects”, “intends”, “believes”, “anticipates”, “may”, “could”, “should" and similar expressions and variations thereof are intended to identify forward-looking statements. The cautionary statements set forth in this section are intended to emphasize that actual results may differ materially from those contained in any forward looking statement.
As of May 31, 2015, BRM had $0 cash on hand and in the bank. Management believes this amount will not satisfy our cash requirements for the next twelve months or until such time that additional proceeds are raised. We plan to satisfy our future cash requirements - primarily the working capital required for the development of our course guides and marketing campaign and to offset legal and accounting fees - by additional equity financing. This will likely be in the form of private placements of common stock.
Management believes that if subsequent private placements are successful, we will be able to generate sales revenue within the following twelve months thereof. However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.
If BRM is unsuccessful in raising the additional proceeds through a private placement offering it will then have to seek additional funds through debt financing, which would be highly difficult for a new development stage company to secure. Therefore, the Company is highly dependent upon the success of the anticipated private placement offering and failure thereof would result in BRM having to seek capital from other sources such as debt financing, which may not even be available to the company. However, if such financing were available, because BRM is a development stage company with no operations to date, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate. At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load. If BRM cannot raise additional proceeds via a private placement of its common stock or secure debt financing it would be required to cease business operations. As a result, investors in BRM common stock would lose all of their investment.
The development and marketing of our products will continue over the next 12 months. BRM does not anticipate obtaining any further products or services.
We did not generate any revenue during the fiscal year ended May 31, 2015. As of the fiscal year ended May 31, 2014 we had $0 of cash on hand in the bank. We incurred operating expenses in the amount of $26,017 in the fiscal year ended May 31, 2015. These operating expenses were comprised of professional fees and office and general expenses. Since inception we have incurred operating expenses of $43,115.
The Company will be dependent upon the raising of additional capital through placement of common stock in order to implement its business plan, or possibly through a merger with an operating company.
Off Balance Sheet Arrangements.
As of the date of this Annual Report, the current funds available to the Company will not be sufficient to continue operations. The cost to establish the Company and begin operations is estimated to be approximately $50,000 over the next twelve months. The officer and director, Sergio Galli, has undertaken to provide the Company with operating capital to sustain our business over the next twelve month period as the expenses are incurred in the form of a non-secured advance. However, there is no contract in place or written agreement securing this agreement. Management believes that if the Company cannot raise sufficient revenues or maintain its reporting status with the SEC it will have to cease all efforts directed towards the Company. As such, any investment previously made would be lost in its entirety.
Other than the above described situation the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We are a smaller reporting company as defined in Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
| 6 |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
BAND REP MANAGEMENT, INC.
INDEX TO FINANCIAL STATEMENTS
| Page | |
| Balance Sheets | F-2 |
| Statements of Operations And Comprehensive Loss | F-3 |
| Statements of Cash Flows | F-4 |
| Statements of Changes in Stockholders’ Deficit | F-5 |
| Notes to Financial Statements | F-6 – F-12 |
| 7 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of
Band Rep Management, Inc.
We have audited the accompanying balance sheet of Band Rep Management, Inc. (“the Company”) as of May 31, 2015, the related statements of operations and comprehensive loss, cash flows and changes in stockholders’ deficit for the year ended May 31, 2015. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of May 31, 2015, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
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 incurred continuous losses and capital deficit, all of which raise substantial doubt about its ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ HKCMCPA Company Limited
HKCMCPA Company Limited
Certified Public Accountants
Hong Kong, China
March 31, 2017
| F-1 |
BAND REP MANAGEMENT, INC.
BALANCE SHEETS
AS OF MAY 31, 2015 AND 2014
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| As of May 31, | ||||||||
| 2015 | 2014 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | – | $ | 515 | ||||
| TOTAL ASSETS | $ | – | $ | 515 | ||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | – | $ | 6,450 | ||||
| Amount due to a stockholder | 31,952 | 25,830 | ||||||
| Total current liabilities | 31,952 | 32,280 | ||||||
| Total liabilities | 31,952 | 32,280 | ||||||
| Stockholders’ deficit: | ||||||||
| Common stock, $0.001 par value; 200,000,000 shares authorized; 110,022,572 shares and 110,022,572 shares issued and outstanding, respectively | 110,023 | 110,023 | ||||||
| Additional paid-in capital | 25,830 | – | ||||||
| Accumulated deficit | (167,805 | ) | (141,788 | ) | ||||
| Total stockholders’ deficit | (31,952 | ) | (31,765 | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | – | $ | 515 | ||||
See accompanying notes to financial statements.
| F-2 |
BAND REP MANAGEMENT, INC.
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE YEARS ENDED MAY 31, 2015 AND 2014
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| Years ended May 31, | ||||||||
| 2015 | 2014 | |||||||
| Revenues, net | $ | – | $ | – | ||||
| Operating expenses: | ||||||||
| General and administrative expenses | (4,130 | ) | (4,019 | ) | ||||
| Consulting and professional fee | (21,887 | ) | (19,250 | ) | ||||
| Total operating expenses | (26,017 | ) | (23,269 | ) | ||||
| LOSS BEFORE INCOME TAXES | (26,017 | ) | (23,269 | ) | ||||
| Income tax expense | – | – | ||||||
| NET LOSS | $ | (26,017 | ) | $ | (23,269 | ) | ||
| Net loss per share – Basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | ||
| Weighted average common shares outstanding – Basic and diluted | 110,022,572 | 101,799,695 | ||||||
See accompanying notes to financial statements.
| F-3 |
BAND REP MANAGEMENT, INC.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MAY 31, 2015 AND 2014
(Currency expressed in United States Dollars (“US$”))
| Years ended May 31, | ||||||||
| 2015 | 2014 | |||||||
| Cash flow from operating activities: | ||||||||
| Net loss | $ | (26,017 | ) | $ | (23,269 | ) | ||
| Changes in operating assets and liabilities: | ||||||||
| Accounts payable and accrued liabilities | (6,450 | ) | 2,450 | |||||
| Net cash used in operating activities | (32,467 | ) | (20,819 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Issue of common stocks | – | 5,350 | ||||||
| Advance from a stockholder | 32,982 | 15,830 | ||||||
| Net cash provided by financing activities | 32,982 | 21,180 | ||||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | (515 | ) | 361 | |||||
| CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 515 | 154 | ||||||
| CASH AND CASH EQUIVALENTS, END OF YEAR | $ | – | $ | 515 | ||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
| Cash paid for income taxes | $ | – | $ | – | ||||
| Cash paid for interest | $ | – | $ | – | ||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
| Forgiveness of related party debts | $ | 25,830 | $ | – | ||||
See accompanying notes to financial statements.
| F-4 |
BAND REP MANAGEMENT, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE YEARS ENDED MAY 31, 2015 AND 2014
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| Common stock | Additional paid-in | Accumulated | Total stockholders’ | |||||||||||||||||
| No. of shares | Amount | capital | deficit | deficit | ||||||||||||||||
| Balance as of June 1, 2013 | 60,000,072 | $ | 60,000 | $ | – | $ | (73,846 | ) | $ | (13,846 | ) | |||||||||
| Shares issued for cash at $0.001 par value on May 30, 2013 | 50,022,500 | 50,023 | – | (44,673 | ) | 5,350 | ||||||||||||||
| Net loss for the year | – | – | – | (23,269 | ) | (23,269 | ) | |||||||||||||
| Balance as of May 31, 2014 | 110,022,572 | $ | 110,023 | $ | – | $ | (141,788 | ) | $ | (31,765 | ) | |||||||||
| Forgiveness of related party debts | – | – | 25,830 | – | 25,830 | |||||||||||||||
| Net loss for the year | – | – | – | (26,017 | ) | (26,017 | ) | |||||||||||||
| Balance as of May 31, 2015 | 110,022,572 | $ | 110,023 | $ | 25,830 | $ | (26,017 | ) | $ | (31,952 | ) | |||||||||
See accompanying notes to financial statements.
| F-5 |
BAND REP MANAGEMENT, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED MAY 31, 2015 AND 2014
(Currency expressed in United States Dollars (“US$), except for number of shares)
1. DESCRIPTION OF BUSINESS AND ORGANIZATION
Sky Century Investment, Inc. (formerly Band Rep Management Inc.) (“BNRM” or the “Company”) was incorporated in the State of Nevada as a for-profit Company on May 4, 2012 and established a fiscal year end of May 31. It is a development-stage company that intends to find and manage new music talents and bands for a 25% take of the earnings. All activities of the Company to date relate to its organization, initial funding and share issuances.
The Company has not yet commenced any significant operations and the Company is in the initial development stage and has incurred losses since inception.
On February 21, 2017, the Company filed the certificate of amendment to the name change of “Sky Century Investment, Inc.” and the approval of name change is currently pending from FINRA.
On February 6, 2014, the Company approved a 187:1 forward split of the common stock.
2. GOING CONCERN UNCERTAINTIES
These financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.
For the year ended May 31, 2015, the Company has incurred a net loss of $26,017 and experienced negative operating cash flows of $32,467 with an accumulated deficit of $167,805 as of that date. The continuation of the Company is dependent upon the continuing financial support of its shareholders. Management believes this funding will continue, and is also actively seeking new investors. Management believes the existing stockholders will provide the additional cash to meet the Company’s obligations as they become due. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.
These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
l Basis of presentation
These accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).
l Use of estimates and assumptions
In preparing these financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the years reported. Actual results may differ from these estimates.
l Shell company
The Company has not operated or commenced any significant business with no nominal assets. It is currently considered as a shell company.
l Cash and cash equivalents
Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
| F-6 |
BAND REP MANAGEMENT, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED MAY 31, 2015 AND 2014
(Currency expressed in United States Dollars (“US$), except for number of shares)
l Income taxes
The Company adopted the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10-25-13 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.
The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.
l Uncertain tax positions
The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the years ended May, 31 2015 and 2014.
l Net loss per share
The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.
There were no potentially outstanding dilutive shares for the years ended May 31, 2015 and 2014.
l Related parties
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
| F-7 |
BAND REP MANAGEMENT, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED MAY 31, 2015 AND 2014
(Currency expressed in United States Dollars (“US$), except for number of shares)
l Commitments and contingencies
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
l Fair value of financial instruments
The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:
| Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
|
| Level 2 | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
|
| Level 3 | Pricing inputs that are generally observable inputs and not corroborated by market data. |
Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.
The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.
The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable and accrued expenses, approximate their fair values because of the short maturity of these instruments.
Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.
| F-8 |
BAND REP MANAGEMENT, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED MAY 31, 2015 AND 2014
(Currency expressed in United States Dollars (“US$), except for number of shares)
l Recent accounting pronouncements
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” which amended the existing accounting standards for revenue recognition. ASU 2014-09 establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. The guidance was effective for fiscal years beginning after December 15, 2016 and for interim periods within those fiscal years. In recent re-deliberations, the FASB approved a one-year deferral of the effective date of this guidance, such that it will be effective on January 1, 2018. Early adoption is not permitted. The amendments may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of initial application. The Company is currently in the process of evaluating the impact of adoption of the ASU on its condensed consolidated financial statements, but does not expect the impact to be material.
In June 2014, the FASB issued ASU 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved After the Requisite Service Period (Topic 718)”. ASU 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. ASU 2014-12 is effective for annual reporting periods beginning after December 15, 2015, with early adoption permitted. The Company is evaluating the potential impacts of the new standard on its existing share-based compensation plans, but does not expect the impact to be material.
In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. ASU 2014-15 addresses management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued. This guidance is effective for fiscal years ending after December 15, 2016 and for interim periods within those fiscal years, with early adoption permitted. The Company is currently in the process of evaluating the impact of adoption of the ASU on its condensed consolidated financial statements, but does not expect the impact to be material.
In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs (Subtopic 835-30)” which requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts or premiums. ASU 2015-03 is effective for annual reporting periods beginning after December 15, 2015, with early adoption permitted. The Company is currently in the process of evaluating the impact of adoption of the ASU on its condensed consolidated financial statements, but does not expect the impact to be material.
In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory.” Under this ASU, inventory will be measured at the “lower of cost and net realizable value” and options that currently exist for “market value” will be eliminated. The ASU defines net realizable value as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.” No other changes were made to the current guidance on inventory measurement. ASU 2015-11 is effective for interim and annual periods beginning after December 15, 2016, with early adoption permitted. The Company is currently in the process of evaluating the impact of adoption of the ASU on its condensed consolidated financial statements, but does not expect the impact to be material.
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.
4. AMOUNT DUE TO A DIRECTOR
As of May 31, 2015, the balance represented temporary advances made by a director, Xiaoying Lei to the Company for its working capital purposes, which were unsecured, interest free and with no fixed terms of repayment.
| F-9 |
BAND REP MANAGEMENT, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED MAY 31, 2015 AND 2014
(Currency expressed in United States Dollars (“US$), except for number of shares)
5. STOCKHOLDERS’ DEFICIT
The Company is authorized to issue an aggregate of 200,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.
On May 30, 2012, the sole director purchased 6,000,000 shares of the common stock in the Company at $0.001 per share for $6,000.
On July 31, 2013, the Company issued 267,500 Common shares at $0.020 per share for $5,350. On February 6, 2014 the Company approved a 187:1 forward split of the common stock.
On February 7, 2014, the Company redeemed 5,679,144 shares belonging to the President for no cash. All shares have been retroactively restated.
As of May 31, 2015 and 2014, the Company had a total of 110,022,572 shares of its common stock issued and outstanding.
6. INCOME TAXES
The Company is incorporated in the State of Nevada and is subject to United States of America tax law.
As of May 31, 2015, the Company incurred $69,132 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carry forwards begin to expire between 2033 and 2034, if unutilized. The Company has provided for a full valuation allowance against 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.
The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of May 31, 2015 and 2014:
| As of May 31, | ||||||||
| 2015 | 2014 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carry forwards | $ | 24,196 | $ | 15,090 | ||||
| Less: valuation allowance | (24,196 | ) | (15,090 | ) | ||||
| Deferred tax assets | $ | – | $ | – | ||||
Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets as of May 31, 2015. In 2015, the valuation allowance increased by $9,106, primarily relating to net operating loss carry forwards from the local tax regime.
The Company is delinquent in filing its United States corporation income tax returns for the periods from inception to 2015. The Company does not expect any tax to be due upon filing of these delinquent returns.
| F-10 |
BAND REP MANAGEMENT, INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED MAY 31, 2015 AND 2014
(Currency expressed in United States Dollars (“US$), except for number of shares)
7. RELATED PARTY TRANSACTIONS
As of May 31, 2015, the Company received advances from Xiaoying Lei, current Officer and Director, in the amount of $31,95, to pay for general operating expenses. The amount due to Xiaoying Lei was unsecured and non-interest bearing with no set terms of repayment.
8. CHANGE OF CONTROL
On November 14, 2014, Sergio Galli, who was the controlling shareholder of the Company, sold all of his 60,000,072 shares of common stock to Xiaoying Lei for an aggregated price of $160,000.00. The sold 60,000,072 shares of common stock represented approximately 54.53% of the total issued and outstanding common stock of the Company. As result of this share purchase transaction, Xiaoying Lei became the controlling shareholder of the Company. Lei Xiaoying used personal funds for the transaction.
On November 14, 2014, Xiaoying Lei became the President, Board Director, Secretary, Treasurer, Chief Executive Officer and Chief Financial Officer of the Company.
9. SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after May 31, 2015 up through the date the Company issued this financial statements. During the period, the Company did not have any material recognizable subsequent events.
On February 21, 2017, the Company filed the certificate of amendment to the name change of “Sky Century Investment, Inc.” and the approval of name change is currently pending from FINRA.
| F-11 |
ITEM 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Our auditors, De Joya Griffith, LLC, they were terminated August 18, 2015 and our Board of Directors appointed HKCMCPA Company Limited as the Company’s auditors.
There were no disagreements with De Joya Griffith, LLC on accounting, financial disclosure or any other matter.
ITEM 9A. CONTROLS AND PROCEDURES
In accordance with Rule 13a-15(b) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”), as of the end of the period covered by this Annual Report on Form 10-K, the Company’s management evaluated, with the participation of the Company’s principal executive and financial officer, the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act). Disclosure controls and procedures are defined as those controls and other procedures of an issuer that are designed to ensure that the information required to be disclosed by the issuer in the reports it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that Evaluation he concluded that the Registrant’s disclosure controls and procedures are ineffective in gathering, analyzing and disclosing information needed to satisfy the registrant’s disclosure obligations under the Exchange Act. Based upon an evaluation of the effectiveness of disclosure controls and procedures, our Company’s principal executive and principal financial officer has concluded that as of the end of the period covered by this Annual Report on Form 10K our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) are not effective because of the material weaknesses in our disclosure controls and procedures which are identified below. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
The material weaknesses in our disclosure control procedures are as follows:
1. Lack of formal policies and procedures necessary to adequately review significant accounting transactions. The Company utilizes a third party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third party independent contractor is not involved in the day to day operations of the Company and may not be provided information from management on a timely basis to allow for adequate reporting/consideration of certain transactions.
2. Audit Committee and Financial Expert. The Company does not have a formal audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.
We intend to initiate measures to remediate the identified material weaknesses including, but not necessarily limited to, the following:
| · | Establishing a formal review process of significant accounting transactions that includes participation of the Chief Executive Officer, the Chief Financial Officer and the Company’s corporate legal counsel. |
| · | Form an Audit Committee that will establish policies and procedures that will provide the Board of Directors a formal review process that will among other things, assure that management controls and procedures are in place and being maintained consistently. |
Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the company (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected.
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As of May 31, 2015, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal controls over financial reporting established in SEC guidance on conducting such assessments. Based on this evaluation under the COSO Framework, our management concluded that our internal controls over financial reporting are not effective as of May 31, 2015.. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Based on that evaluation, they concluded that, as of May 31, 2015,, 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 control 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 the Company’s management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by the Company's Chief Financial Officer in connection with the review of our financial statements as of May 31, 2015 and communicated to our management.
Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an affect on the Company's financial results. However, management believes that the lack of a functioning audit committee and lack of a majority of outside directors on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures can result in the Company's determination to its financial statements for the future years.
We are committed to improving our financial organization. As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company: i) Appointing one or more outside directors to our board of directors who shall be appointed to the audit committee of the Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and ii) Preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.
Management believes that the appointment of more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company's Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result in proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support the Company if personnel turn over issues within the department occur. This coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues the Company may encounter in the future.
We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
There have been no changes in our internal controls over financial reporting that occurred during the quarter ended May 31, 2015 that have materially affected or are reasonably likely to materially affect, our internal controls over financial reporting.
This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide management report in the Annual Report.
None
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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Our directors serve until their respective successors are elected and qualified. Xiaoying Lei has been elected by the Board of Directors to a term of one (1) year and serves until his successor is duly elected and qualified, or until he is removed from office.
The names, addresses, ages and positions of our present sole officer/director is set forth below:
| Name | Age | Position(s) | |
|
Xiaoying Lei |
41 |
President, Secretary/ Treasurer, Chief Financial Officer and Chairman of the Board of Directors. |
Sergio Galli has held his offices/positions since inception of our Company. Directors receive no compensation for serving on the Board of Directors
Executive officers
Xiaoying Lei
Miss Lei immigrated to Hong Kong from China at approximately 7 years of age and held her first job at the age of 18. This was the time when China started to become industrialized and, for the last 25 years, growing double digits every year. She started working in the import/export business in China and the company imported many different types of raw materials around the world from chemicals to machinery for many of the growing factories there. Miss Lei started to invest in real estate at 22 years old and acquired substantial amounts of properties within the last 20 years in major cities in China. Ms. Lei has taken advantage of the real estate market boom in China in the first and second tier cities. She then acquired the major controlling interest in BRM at the end of 2014. The company is now looking to invest in the stone & marble mining sector business where Miss Lei is looking for more growing demand to supply for China and for the world construction market. Ms. Lei’s extensive experience and knowledge in raw materials will be an asset in executing BRM’s business model.
Significant Employees
The Company does not, at present, have any employees other than the current officer/director. We have not entered into any employment agreements, as we currently do not have any employees other than the current officer/director.
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Family Relations
There are no family relationships among the Directors and Officers of Band Rep Management, Inc.
Involvement in Legal Proceedings
No executive Officer or Director of the Company has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding that is currently pending.
No executive Officer or Director of the Company is the subject of any pending legal proceedings.
No Executive Officer or Director of the Company is involved in any bankruptcy petition by or against any business in which they are a general partner or executive officer at this time or within two years of any involvement as a general partner, executive officer, or Director of any business.
ITEM 11. EXECUTIVE COMPENSATION.
Our current executive officer/director has not and does not receive any compensation and has not received any restricted shares awards, options or any other payouts. As such, we have not included a Summary Compensation Table.
There are no current employment agreements between the Company and its executive officer/director. Our executive officer/director has agreed to work without remuneration until such time as we receive revenues that are sufficiently necessary to provide proper salaries to the officer and compensate the directors for participation. Our executive officer/director has the responsibility of determining the timing of remuneration programs for key personnel based upon such factors as positive cash flow, share sales, product sales, estimated cash expenditures, accounts receivable, accounts payable, notes payable, and cash balances. At this time, management cannot accurately estimate when sufficient revenues will occur to implement this compensation, or the exact amount of compensation.
There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of the corporation in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the Company.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
| Title of Class | Name and Address of Beneficial Owner [1] | Amount and Nature of Beneficial Owner | Percent of Class |
| Common Stock | Xiaoying Lei 8th Floor, Tower Five |
60,000,072 | 54.53% |
| All Beneficial Owners as a Group (1 person) | 60,000,072 | 54.53% |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Currently, there are no contemplated transactions that the Company may enter into with our officers, directors or affiliates. If any such transactions are contemplated we will file such disclosure in a timely manner with the Commission on the proper form making such transaction available for the public to view.
The Company has no formal written employment agreement or other contracts with our current officer/director and there is no assurance that the services to be provided by him will be available for any specific length of time in the future. Ms. Lei anticipates devoting at a minimum of ten to fifteen hours per week to the Company’s affairs. The amounts of compensation and other terms of any full time employment arrangements would be determined, if and when, such arrangements become necessary.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
During the fiscal year ended May 31, 2015, we incurred $13,250 of accountant and incorporation fees.
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| 3.1 | Articles of Incorporation of Band Rep Management, Inc. (incorporated by reference from our Registration Statement on Form S-1 filed on August 17, 2012) |
| 3.2 | Bylaws of Band Rep Management, Inc. (incorporated by reference from our Registration Statement on Form S-1 filed on August 17, 2012) |
| 31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer |
| 31.2 | Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer * |
| 32.1 | Section 1350 Certification of Chief Executive Officer |
| 32.2 | Section 1350 Certification of Chief Financial Officer ** |
* Included in Exhibit 31.1
** Included in Exhibit 32.1
| 11 |
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Band Rep Management, Inc.
BY: /s/ Xiaoying Lei
Xiaoying Lei
President, Secretary, Treasurer, Principal Executive Officer, Principal Financial Officer and Director
Dated: April 3, 2017
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