UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

 

 

For the fiscal year ended December 31, 2016

 

 

 For the transition period from ______to______.

 

Commission File Number: 333-176694

 

SAN LOTUS HOLDING INC.

(Exact name of registrant as specified in its charter)

 

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

 

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

 

Indicate by check mark whether the issuer (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 o

 

Indicate by check mark 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 x   No o

 

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.

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso   Nox 

 

Aggregate market value of voting stock held by non-affiliates of the registrant as of December 31, 2016, was $37,792,700. All executive officers of the registrant have been deemed “affiliates” solely for the purpose of this calculation.

Number of shares of Common Stock outstanding as of May 12, 2017: 39,725,558 shares of common stock.

 

 

TABLE OF CONTENTS

San Lotus Holding Inc.

Annual Report on Form 10K

For the Fiscal Year ended December 31, 2016

 

ITEM 1.           BUSINESS. 1

 

ITEM 1A.        RISK FACTORS. 3

 

ITEM 1B.        UNRESOLVED STAFF COMMENTS. 11

 

ITEM 2.           PROPERTIES. 11

 

ITEM 3.           LEGAL PROCEEDINGS. 12

 

ITEM 4.           MINE SAFETY DISCLOSURES. 12

 

ITEM 5.           MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER    MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. 13

 

ITEM 6.           SELECTED FINANCIAL DATA.. 13

 

ITEM 7.           MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  13

 

ITEM 7A.        QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.. 17

 

ITEM 8.           FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.. 17

 

ITEM 9.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING    AND FINANCIAL DISCLOSURE   17

 

ITEM 9A.        CONTROLS AND PROCEDURES. 17

 

ITEM 9B.        OTHER INFORMATION.. 18

 

ITEM 10.         DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.. 18

 

ITEM 11.         EXECUTIVE COMPENSATION.. 19

 

ITEM 12.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT    AND RELATED STOCKHOLDER MATTERS. 20

 

ITEM 13.         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR    INDEPENDENCE. 20

 

ITEM 14.         PRINCIPAL ACCOUNTING FEES AND SERVICES. 21

 

ITEM 15.         EXHIBITS, FINANCIAL STATEMNET SCHEDULES. 21

 

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PART I

 

Special Note Regarding Forward Looking Statements

 

This Annual Report on Form 10-K contains forward-looking statements, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those assumptions are based. These forward-looking statements are generally identified by words such as “believes,” “project,” “expect,” “anticipate,” “estimates,” “intends,” “plan,” “may,” “will continue,” and similar expressions. Forward looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, regulatory changes, availability of capital, interest rates, competition and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. References in this Annual Report on Form 10-K  to “we,” “us,” “our,” “San Lotus” and the “Company” are to San Lotus Holding Inc. and its subsidiaries on a consolidated basis, unless the context indicates otherwise.

 

ITEM 1.                BUSINESS

 

DESCRIPTION OF BUSINESS

 

San Lotus Holding Inc was incorporated in the State of Nevada on June 21, 2011. We changed our state of incorporation from the State of Nevada to the State of California (the "Conversion") on July 21, 2015. There are two main segments to our business - (1) travel services and (2) development of destination real estate.

 

Travel Services - this part of our business aims to market travel products to the growing "retired baby boomer" market, which an initial focus on the Asian market, via developing and operating a global travel and leisure agency business. We also had plans to develop joint ventures with partners in Asia to develop further potential travel related services to the market.

 

The significant transaction to enter the travel business ultimately occurred on August 14, 2015, when we purchased XO Experience Inc. ("XO"), a company based in Rosemead, California. We purchased XO for $1 and a cash infusion of $150,000 into the business. XO was incorporated at the end of fiscal year 2013, although it had carried nominal business until the time of the purchase. This was a related party transaction because the owner of the travel business was also the Chairman of our Company at the time. He has resigned in January 2016. Our then chairman owned several other travel businesses at the time and the purpose of this transaction was to enable our Company to enter the travel market. In conjunction with the acquisition of XO, we had a series of various letter of intent with other travel agencies in both Canada and the US to acquire their locations through our then Chairman's connections, including those travel agencies owned by him. We also explored setting up travel agencies in Taiwan and purchasing travel agencies in other countries in our quest to enter the international travel business. These ultimately did not complete once our former chairman resigned in January 2016, and accordingly, our sole entrance into the market included only the purchase of XO.

 

XO provided two types of services - (1) Customers would purchase tour packages to their travel destinations through XO, including accommodation, ground transportation and arranged tours, etc. We would then purchase the actual tours from local tour operators who provide the services and we would mark up our services accordingly. Effectively, we act as agents to our customer. (2) We retail travel products, such as plane tickets, and earn commission from our suppliers. After the departure of our former Chairman in January 2016, we continued to operate XO, although experiencing challenges in operating the business without our former Chairman, who was also the previous owner of XO. During the fourth quarter of 2016, we ultimately decided to dissolve XO and are in the process of dissolving the company. We have therefore considered XO to be a discontinued operation.

 

XO was a brick and mortar location in 9368 Valley Boulevard, Suite 2, Rosemead California. Up until our exit of that business, that location also served as our principal executive office. Since the end of 2016, the location of the principle office has been moved, by virtue of our executive team, to Taiwan under the address of 3F B302C, No. 185 Kewang Road, Longtan District, Taoyuan City, Taiwan.

 

We have currently exited the travel business and are focusing on our current assets, being the rights to land proceeds as described below.

 

Development of Destination Real Estate - Prior to the acquisition of XO, we also acquired several parcels of land as described in Item 2 Properties. We have not developed these properties, nor have we entered into any contracts with developers. Until we have adequate cash for development work or obtain additional financing, we will hold the land until such time.

 

Although there have been a number of attempts to acquire more land in the past, our landmark event occurred on March 31, 2015 when we purchased Mao Ren International Inc. ("Mao Ren"), a company incorporated under the laws of Taiwan (R.O.C.). Mao Ren was set up as an entity, by and on behalf of creditors, to recover the remaining assets to a Taiwanese company out of Taiwan. The Taiwanese company relates to funds raised by a Taiwanese company, approximately $300 million (including all interest and penalties), to invest in real estate deals in Taiwan. This scheme promised above-market monthly returns to close to 3,000 investors and after several years of rapid expansion, it became evident that the scheme was unsustainable and resulted in its eventual collapse. After the collapse, these investors/creditors neither had the power nor the resources to recover their share of the money owed. After several attempts, Mao Ren was ultimately incorporated as a brand new entity to seek the liquidation to the properties of debtor for and on behalf of the investors/creditors. Accordingly, Mao Ren owned the liquidation rights to the properties of debtor. While owning the liquidation rights to the properties of debtor, Mao Ren was obligated to pay the creditors NTD$913,401,823. After our acquisition of Mao Ren, we assumed the obligation paying the creditors the NTD$913,401,823 on June 12, 2015. The obligation was settled by issuing to them and their designees 29,464,575 shares of our common stock on June 12, 2015. While the obligation was settled by the issuance of shares, we retain the liquidation rights aforementioned. Mao Ren had initially assessed the value of the liquidation rights as NTD$913,401,823 prior to acquisition. But, we have reassessed the value of the liquidation rights as NTD$568,111,416 which incorporated the cash proceeds received from the land sales that occurred in 2016.

 

Courts in Taiwan have recognized our liquidation rights to the properties of debtor, and therefore administer the actual liquidation of the lands of the debtor with Mao Ren that has the priority to receive the proceeds from such liquidation. During 2016, the courts liquidated a large plot of land and realized proceeds of NTD$304,792,503. The courts did not set aside any amount for the creditors that cannot be reached and have not come forward to place the claim during the process, and therefore we believe Mao Ren does not have a resulting financial liability to such creditor as of the date of this report.

 

Currently, the courts are in the process of liquidating the remaining land parcels and we expect to realize cash from those sales during fiscal year 2017 and going forward. Once we realize the cash, our plans are to look at other plots of land in Asia, with a focus on the real property in Japan.

 

We have begun to acquire the ancillary assets and know-how to augment the two main segments to our main businesses. These ancillary assets and know-how include as follows: (1) intellectual property rights on media assets and media production capabilities and (2) proprietary research knowledge on tourism development in Japan and holding structure for future overseas development. These intellectual property rights on media assets and media production capabilities were acquired as a result of the significant transaction to purchase AHI Film Inc. and AHI Records Inc. on August 31, 2016.These transactions subsequently were closed on January 1, 2017. The said media assets, which are held under these two companies and their subsidiaries, include, but are not limited to, a feature motion picture; professional-grade photographs; professional-grade video footages; two completed music albums; and one semi-completed music album as well as other miscellaneous items. Through these acquisitions, key personnel have been retained to ensure that crucial functions to media production are kept in house for future development. We have concluded that these transactions were asset acquisitions. Separately, due to significant projected capital investments into Japan, the substantial efforts, in both time and resources, are devoted to develop and acquire the knowledge on the Japanese economy as a whole. Through the significant transaction on August 31, 2016 and subsequently closed on January 1, 2017 to purchase San Lotus Holding Inc. registered in British Virgin Islands (the “San Lotus Holding Inc. (BVI)”), we have acquired proprietary research knowledge on tourism development in Japan. The said proprietary knowledge includes, but is not limited to, historical research; economic statistics report; geographic analysis; real estate investment analysis; and most notably tourism specific research with particular focus on destination real estate development. Additionally, San Lotus Holding Inc. (BVI) will be used as a holding structure for future overseas development. 

 

 

ITEM 1A.             RISK FACTORS

 

Our business is subject to many factors that could materially or adversely affect our future performance and cause our actual results to differ materially from those expressed or implied by any forward-looking statements made in this Annual Report on Form 10-K Those risk factors are outlined below.

 

Risks Related to Our Business

 

WE MAY NOT REALIZE FULL VALUE ON OUR OWNED PROPERTIES AND/OR RIGHTS ON PROPERTIES WHEN SUCH OWNERSHIP AND/OR RIGHTS ARE SOLD

 

Realization of value on our owned properties and rights on the properties of our debtor may require private sale, public sale or court auction. Timing of such sales, which can be a result of forced action by certain parties (other rights owner and/or creditors), may not correspond to the most ideal market conditions for realizing full value of our assets. Particularly in the case of court auction, credits (both private and public) have the rights to petition for public auction at any time - including periods of even the worst of market conditions. Additionally, since we may only have qualified ownership over certain pieces of our owned properties, we may not always have market conditions lined up for realizing full value of our assets.

 

WE MAY EXPERIENCE PROLONGED DELAYS BETWEEN SALE OF OUR OWNED PROPERTIES OR THE PROPERTIES OF OUR DEBTOR AND RECEIVING THE CASH PROCEEDS.

 

In case of courts’ auction of the properties of our debtor, courts and enforcements agencies are required by law to follow regulatory procedures in an attempt to ensure all creditors receive their due share of the auction proceeds. As such, procedural correspondence, both preceding and following the auction, often can delay the timing of proceed distribution for months. It is common to see such delays amount to years. There may also be instances where we do not collect the full allocated amount due to pending disputes. In such cases, the courts typically distribute the portion of proceeds without dispute and hold on to the disputed portion until such disputes have been resolved.

 

WE MAY NEED ADDITIONAL CAPITAL TO DEVELOP OUR BUSINESS.

 

The development of our services will require the commitment of substantial resources of approximately $600,000 over the next 12 months to implement the next stages of our business plan. Currently, we have no established bank-financing arrangements. Therefore, it is likely we would need to seek additional financing through subsequent future private offerings of our equity securities. We have no current plans for additional financing. As of May 12, 2017, we had $123,721 cash in the bank; $526,959 cash held by our wholly-owned Taiwan (R.O.C.) subsidiary, Green Forest Management Consulting Inc.; $327 cash held by our wholly-owned Taiwan (R.O.C.) subsidiary, Da Ren International Development Inc.; $93,995 cash held by our wholly-owned Taiwan (R.O.C.) subsidiary Mao Ren International Inc.; $0 cash held by our wholly-owned California subsidiary, XO Experience Inc.; $34,384 cash held by our wholly-owned California subsidiary, AHI Film Inc.; $2,831 cash held by our wholly-owned California subsidiary, AHI Records Inc.; and $386 cash held by our wholly-owned British Virgin Islands subsidiary, San Lotus Holding Inc.

 

We cannot give you any assurance that any additional financing will be available to us or, if available, will be on terms favorable to us. The sale of additional equity securities will result in dilution to our stockholders. The occurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financing covenants that would restrict our operations. If adequate additional financing is not available on acceptable terms, we may not be able to implement our business development plans or continue our business operations. We believe the only source of funds that would be realistic at this stage of our operation is through a loan from our president and the sale of equity capital. At this time we have no guarantee or written loan agreement with our president, just a verbal agreement. Now that our stock is quoted on the OTCBB, we may have the opportunity to participate in the equity markets and raise the necessary capital through the sale of our stock. There is no assurance, however, that we will be able to raise capital through the sale of our stock.

 

WE HAVE A LIMITED OPERATING HISTORY AND FACE MANY OF THE RISKS AND DIFFICULTIES FREQUENTLY ENCOUNTERED BY DEVELOPMENT STAGE COMPANIES.

 

We are a development stage company and, to date, our development efforts have been focused primarily on the development and marketing of our business model and website. We have a limited operating history for investors to evaluate the potential of our business development. We have not yet built our customer base or our brand name and it is possible we never will. In addition, we face many of the risks and difficulties inherent in gaining market share as a new company.

 

Our operations to date have been devoted primarily to start-up and development activities, which include:

 

1. formation of the Company;

 

2. development of our business plan;

 

3. evaluating various travel destinations;

 

4. researching marketing channels and strategies;

 

5. developing our web site: www.sanlotusholding.com; and

 

6. acquiring land for potential destination real estate development.

 

Our future will depend on our ability to bring our service to the marketplace, which requires careful planning, without incurring unnecessary cost and expense.

 

GOVERNMENT REGULATIONS MAY NEGATIVELY AFFECT OUR BUSINESS AND DEVELOPMENT OPPORTUNITIES.

 

With the addition of land and land development projects in Taiwan, we will be subject to additional governmental regulations that may limit our operations or create delays as we may be required to obtain additional permits and governmental consent to our development projects and/or land usage. Any additional requirements for permits or regulations that need to be complied with may cause us to incur additional expense.

 

WE WILL BE SUBJECT TO ENVIRONMENTAL LAWS AND THE COST OF COMPLIANCE COULD ADVERSELY AFFECT OUR BUSINESS.

 

With the ownership of land, we will be subject to various environmental laws. Compliance with these laws may cause us to incur additional expense or delay in our land development projects.

 

DUE TO OUR REAL ESTATE DEVELPOPMENT PLANS, WE WILL FACE FIXED COSTS DUE TO PROPERTY TAX AND PROPERTY INSURANCE REQRUIREMENTS.

 

Our business strategy concerning our real estate development business involves high fixed costs, including property taxes and insurance costs, which we may be unable to adjust in a timely manner in response to any reduction in our revenues. The land we have acquired is uninsured at present and has a yearly property tax of NT$60,180 (US$1,820). We will need to insure the property in the future and we will be able to better estimate insurance costs as we determine how we are going to utilize the property, which we intend to do following the completion of additional land and land holding company acquisitions, which we expect to complete sometime in 2016.

 

OUR REAL ESTATE DEVELOPMENT EFFORTS MAY BE DELAYED OR UNSUCCESSFUL IN THE EVENT WE ARE UNABLE TO RAISE ADDITIONAL FUNDS.

 

The real estate development industry is capital intensive, and real estate development requires significant up-front expenditures to develop land and begin construction. Accordingly, we will require substantial expenditures to finance our land development activities. Although we believe that internally generated funds will be sufficient to fund our capital and other expenditures, the amounts available from such sources will not be adequate to meet funding requirements for our planned development and construction activities. We do not yet know how much the real estate development portion of our business will cost as we have just begun the process of acquiring land that we will use for development. Once we have acquired the lands for which we have entered into non-binding letters of intent for acquisition, we will evaluate our development plans and further determine how much we expect the land development to cost. We will likely need to seek additional capital in the form of sales of our equity securities to meet these funding needs. Our failure to obtain sufficient capital to fund our planned expenditures could have a material adverse effect on our business and operations and our results of operations in future periods.

 

AVAILABILITY OF THE INTERNET MAKES IT MUCH EASIER FOR INDIVIDUALS TO PLAN THE DETAILS OF THEIR OWN TRIPS.

 

The availability of the Internet makes it much easier for affluent individuals and others to plan the details of their own trips, thereby eliminating the fees we hope to collect. Such self-managed trips may have caused many travel agencies to go out of business in recent years and may continue to cause travel agencies to go out of business.

 

IF WE ARE NOT ABLE TO LOCATE TRAVELERS WILLING TO PAY FOR TRAVEL SERVICES WE MAY HAVE TO CEASE OPERATIONS.

 

The travel industry in general is ruled by those who can provide service at the lowest price. The Company aims to reach travelers who are willing and able to pay for travel design services and it may be difficult to find these travelers in numbers large enough to make our business model work well enough to attain profitability. If we are unable to locate travelers willing to pay for our travel services we may not be able to continue our business operations.

 

UNCERTAINTY AND ADVERSE CHANGES IN THE GENERAL ECONOMIC CONDITIONS OF THE MARKETS IN WHICH WE WILL PARTICIPATE MAY NEGATIVELY AFFECT OUR BUSINESS.

 

Current and future conditions in the economy have an inherent degree of uncertainty. It is even more difficult to estimate growth or contraction in various parts, sectors and regions of the economy, including the markets in which we will participate. As a result, it is difficult to estimate the level of growth or contraction for the economy as a whole. Adverse changes may occur as a result of soft global economic conditions, rising oil prices, wavering consumer confidence, unemployment, declines in stock markets, contraction of credit availability, or other factors affecting economic conditions in general. These changes may negatively affect our sales and/or increase our exposure to losses. These possible changes may also affect the ability for a start-up company like us to raise sufficient capital in the U.S. equity market.

 

OUR OFFICERS AND DIRECTORS CONTROL 82 PERCENT OF THE COMPANY GIVING THEM SIGNIFICANT VOTING POWER AND MAY TAKE ACTIONS THAT MAY NOT BE IN THE BEST INTEREST OF ALL OTHER STOCKHOLDERS.

 

Because our officers and directors together hold 82 percent of our common stock, they may be able to exert significant control over our management and affairs requiring stockholder approval, including approval of significant corporate transactions. They may also be able to determine their compensation.

 

WE MAY INCUR SIGNIFICANT COSTS TO BE A PUBLIC COMPANY AND TO ENSURE COMPLIANCE WITH U.S. CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS AND WE MAY NOT BE ABLE TO ABSORB SUCH COSTS.

 

We may incur significant costs associated with our public company reporting requirements, costs associated with applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. While we do not presently have D&O insurance for our officers and directors, we intend to acquire D&O insurance in the future. We are estimating our annual costs for being a publicly reporting company to be approximately $160,000 range for the next few years. In addition, we may not be able to absorb these costs of being a public company, which will negatively affect our business operations.

 

THE LACK OF PUBLIC COMPANY EXPERIENCE OF OUR MANAGEMENT TEAM COULD ADVERSELY IMPACT OUR ABILITY TO COMPLY WITH THE REPORTING REQUIREMENTS OF U.S. SECURITIES LAWS.

 

Our management team lacks public company experience, which could impair our ability to comply with legal and regulatory requirements, such as those imposed by the Sarbanes-Oxley Act of 2002. Our senior management has never had responsibility for managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our senior management may not be able to implement programs and policies in an effective and timely manner that adequately respond to such increased legal, regulatory compliance and reporting requirements, including establishing and maintaining internal controls over financial reporting. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934, which is necessary to maintain our public company status. If we fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our company.

 

OUR OFFICERS AND DIRECTORS HAVE THE ABILITY TO DETERMINE THEIR SALARY AND PERQUISITES WHICH MAY CAUSE US TO HAVE A LACK OF FUNDS AVAILABLE FOR NET INCOME.

 

Because our officers and directors have the discretion to determine their salary and perquisites we may have no net income. If our officers determine that their salaries are at a level above our potential earnings the company may not have funds available.

 

WE WILL NEED GOVERNMENT APPROVAL TO OPERATE TRAVEL AGENCIES IN THE COUNTRIES WHERE WE PLAN TO HAVE OPERATIONS.

 

We will need government approval to operate travel agencies in the countries where we have operations. For example, in Taiwan (Republic of China), we need to obtain the approval of the Tourism Bureau under the Ministry of Transportation and Communications. Accordingly, we will have to comply with the relevant laws regulating our activities. At this time, we have obtained consent from the Ministry of Commerce of Taiwan (R.O.C.) to directly invest into Taiwan through our wholly owned subsidiary, Green Forest Management Consulting Inc., but we have not yet received permission to operate a travel agency. There are a number of requirements we will need to meet under the laws of Taiwan in obtaining and maintaining a license to operate a travel agency. The more pertinent requirements include (1) meeting capital base requirements by type of travel agency, (2) maintenance of statutory deposit/reserve by type of travel agency and number of branches, and (3) qualification of management personnel, among others.

 

Our company has enough capital to meet the capital and statutory reserve requirements for operating a travel agency in Taiwan after taking into account the costs of our business plan and cost of operations. As an example, to be a type B travel agency in Taiwan, the minimum capital requirement is equivalent to $100,000, with a required statutory reserve of $20,000 for the main office and $5,000 per branch office. A type B travel agency is one that is permitted to carry out the following travel-related business:

 

·         to sell transportation tickets on behalf of vendors;

 

·         to purchase transportation tickets on behalf of customers;

 

·         to arrange travel, accommodation, transportation and other travel related services for customers;

 

·         to promote travel tours to domestic customers on behalf of other travel agencies;

 

·         to design domestic travel plans;

 

·         to provide travel related consulting services; and

 

·         to operate any other travel related business permitted by the regulatory body.

 

We intend to apply for and operate as a type B travel agency. We have no plans to operate as any other type of travel agency in Taiwan. These activities combined allow us to market the global travel products referred to throughout the prospectus.

 

A summary of the legal requirements for the qualifications of management personnel are listed below. Qualified persons are those who fulfill any one of the following requirements:

 

1.      a college degree holder with a minimum of two years of experience as the principal officer of another travel agency;

 

2.      a college degree holder with a minimum of three years of management experience in the travel industry;

 

3.      a college degree holder with a minimum of four years of experience in the travel industry or a minimum of six years of experience as a tour guide; or

 

4.      a minimum of ten years of experience working in the travel industry.

 

Both our President and Chief Executive Officer have college degrees and extensive experience in the travel industry (five years and fifteen years in management positions, respectively), thus qualifying them for fulfilling the legal requirements in holding management positions in a travel agency in Taiwan.

 

Risk Related To Our Capital Stock

 

WE ARE AN “EMERGING GROWTH COMPANY” AND ANY DECISION ON OUR PART TO COMPLY ONLY WITH CERTAIN REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO “EMERGING GROWTH COMPANIES” COULD MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS.

 

We are an “emerging growth company,” as defined in the Jumpstart Our Startup Businesses Act (the “JOBS Act”), and, for as long as we continue to be an “emerging growth company,” we have elected to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an “emerging growth company” for up to five years or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

 

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. In other words, because we are an “emerging growth company,” we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

 

BECAUSE WE HAVE ELECTED TO DEFER COMPLIANCE WITH NEW OR REVISED ACCOUNTING STANDARDS, OUR FINANCIAL STATEMENT DISCLOSURE MAY NOT BE COMPARABLE TO SIMILAR COMPANIES.

 

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. Because of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

 

OUR STATUS AS AN “EMERGING GROWTH COMPANY” UNDER THE JOBS ACT OF 2012 MAY MAKE IT MORE DIFFICULT TO RAISE CAPITAL AS AND WHEN WE NEED IT.

 

Because of the exemptions from various reporting requirements provided to us as an “emerging growth company,” and because of the extended transition period emerging growth companies are allowed for complying with new or revised financial accounting standards, we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our financial accounting is not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.

 

BECAUSE WE WERE A “SHELL COMPANY” CERTAIN INVESTORS IN OUR COMPANY WILL NOT BE ABLE TO UTILIZE RULE 144 TO SELL THEIR SHARES UNTIL AT LEAST ONE YEAR AFTER WE CEASE TO BE A SHELL COMPANY.

 

The Shares issued to investors in the Company cannot be sold pursuant to Rule 144 promulgated under the Securities Act until one year after the Company ceases to be a shell company. In general, under Rule 144 as currently in effect, a person (or persons whose shares are aggregated) who has beneficially owned restricted securities shares for at least six months, including persons who may be deemed “affiliates” of the Company, as the term is defined under the

Securities Act, would be entitled to sell within any three month period a number of shares that does not exceed the greater of 1% of the then outstanding shares or the average weekly trading volume of shares during the four calendar weeks preceding such sale. Sales under Rule 144 are also subject to certain manner-of-sale provisions, notice requirements and the availability of current public information about the Company. A person who has not been an affiliate of the Company at any time during the three months preceding a sale, and who has beneficially owned his or her shares for at least one year, would be entitled under Rule 144 to sell such shares without regard to any volume limitations under Rule 144.

 

San Lotus Holding Inc. was a shell company prior to filing this periodic report on Form 8-K and therefore a majority of its shareholders may not currently utilize Rule 144 to sell their shares. Rule 144 is not available for sales of shares of companies that are or have been “shell companies” except under certain conditions. The Company completed an acquisition and has removed its status as a shell company by filing this report on Form 8-K. Shareholders are able to utilize Rule 144 one year after the filing of this Form 8-K, assuming it files the documents it is required to file as a reporting company. Investors in the Company whose shares were registered in a registration statement will be able to sell their shares pursuant to said registration statement.

 

OUR STOCK HAS ONLY BEEN TRADED ON THE OVER-THE-COUNTER BULLETIN BOARD FOR A SHORT TIME, THERE HAS ONLY BEEN LIMITED TRADING ACTIVITY AND THERE IS LIMITED HISTORY WITH WHICH TO ESTIMATE FUTURE TRADING ACTIVITY IN OUR STOCK.

 

Although the Company’s Common Stock is approved for trading on the Over-the-Counter Bulletin Board, there has only been little trading activity in the stock. Accordingly, there is no history on which to estimate the future trading price range of the Common Stock. If the Common Stock trades below $5.00 per share, trading in the Common Stock will be subject to the requirements of certain rules promulgated under the Securities Exchange Act of 1934, as amended

 

(the “Exchange Act”), which require additional disclosure by broker-dealers in connection with any trades involving a stock defined as a penny stock (generally, any non-FINRA equity security that has a market share of less than $5.00 per share, subject to certain exceptions). Such rules require the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors (generally defined as an investor with a net worth in excess of $1,000,000 or annual income exceeding $200,000 individually or $300,000 together with a spouse). For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to the sale. The broker-dealer must disclose the commissions payable to the broker-dealer, current bid and offer quotations for the penny stock and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market.

 

Such information must be provided to the customer orally or in writing before or with the written confirmation of trade sent to the customer. Monthly statements must be sent disclosing recent additional burdens imposed upon broker-dealers by such requirements could discourage broker-dealers from effecting transactions in the Common Stock which could severely limit the market liquidity of the Common Stock and the ability of holders of the Common Stock to sell it.

 

WE MAY NEVER PAY ANY DIVIDENDS TO STOCKHOLDERS.

 

We have never declared or paid any cash dividends or distributions on our capital stock. We currently intend to retain our future earnings, if any, to support operations and to finance expansion and, therefore, we do not anticipate paying any cash dividends on our common stock in the foreseeable future. The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.

 

 

BECAUSE SOME OF OUR OFFICERS AND DIRECTORS LIVE OUTSIDE OF THE UNITED STATES, YOU MAY HAVE NO EFFECTIVE RECOURSE AGAINST THEM FOR MISCONDUCT AND MAY NOT BE ABLE TO ENFORCE JUDGMENTS AND CIVIL LIABILITIES AGAINST THEM. INVESTORS MAY NOT BE ABLE TO RECEIVE COMPENSATION FOR DAMAGES TO THE VALUE OF THEIR INVESTMENT CAUSED BY WRONGFUL ACTIONS BY OUR DIRECTORS AND OFFICERS.

 

Some of our officers and directors live outside the U.S. As a result, it may be difficult for investors to enforce within the U.S. any judgments obtained against those officers and directors, or obtain judgments against them outside of the U.S. that are predicated upon the civil liability provisions of the securities laws of the U.S. or any state thereof. Investors may not be able to receive compensation for damages to the value of their investment caused by wrongful actions by our directors and officers.

 

OUR BYLAWS PROVIDE FOR INDEMNIFICATION OF OFFICERS AND DIRECTORS AT OUR EXPENSE AND LIMIT THEIR LIABILITY WHICH MAY RESULT IN A MAJOR COST TO US AND HURT THE INTERESTS OF OUR STOCKHOLDERS BECAUSE CORPORATE RESOURCES MAY BE EXPENDED FOR THE BENEFIT OF OFFICERS AND/OR DIRECTORS.

 

Our bylaws and applicable Nevada law provide for the indemnification of our directors, officers, employees and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities conducted on our behalf. We will also bear the expenses of such litigation for any of our directors, officers, employees or agents upon such person’s written promise to repay us if it is ultimately determined that any such person shall not have been entitled to indemnification. This indemnification policy could result in substantial expenditures by us which we will be unable to recoup. At this time we do not carry liability insurance for our officers and directors.

 

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933, as amended (the “Securities Act”), and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with the securities being registered, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.

 

OUR COMMON STOCK IS CONSIDERED A PENNY STOCK, WHICH MAY BE SUBJECT TO RESTRICTIONS ON MARKETABILITY, SO YOU MAY NOT BE ABLE TO SELL YOUR SHARES.

 

We are subject to the penny stock rules adopted by the Securities and Exchange Commission that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our stockholders to sell their securities.

 

Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

 

THERE IS NO ASSURANCE OF THE DEVELOPMENT OF A PUBLIC MARKET FOR OUR COMMON STOCK OR THAT OUR COMMON STOCK WILL EVER TRADE ON A RECOGNIZED EXCHANGE. THEREFORE, YOU MAY BE UNABLE TO LIQUIDATE YOUR INVESTMENT IN OUR STOCK.

 

There is no established public trading market for our common stock. While our stock is listed on the OTCBB, a market for our stock has yet to develop and there can be no assurance that a regular trading market will develop or, if developed, that such a market will be sustained. In the absence of a trading market, investors may be unable to liquidate their investments.

 

IF WE ARE DEEMED TO BE AN INVESTMENT COMPANY, WE MAY BE REQUIRED TO INSTITUTE BURDENSOME COMPLIANCE REQUIREMENTS AND OUR ACTIVITIES MAY BE RESTRICTED, WHICH MAY MAKE IT DIFFICULT FOR US TO COMPLETE STRATEGIC ACQUISITIONS OR EFFECT COMBINATIONS.

 

If we are deemed an investment company under the Investment Company Act of 1940 (the “Investment Company Act”), our business would be subject to applicable restrictions under that Act, which could make it impracticable for us to continue our business as contemplated.

 

We believe our company is not an investment company due to the exemption under Section 3(b)(1) of the Investment Company Act because we are primarily engaged in a non-investment company business. We intend to conduct our operations so that we will not be deemed an investment company. However, if we were to be deemed an investment company, restrictions imposed by the Investment Company Act , including limitations on our capital structure and our ability to transact with affiliates, could make it impractical for us to continue our business as contemplated.

 

                               

ITEM 1B.             UNRESOLVED STAFF COMMENTS

 

Not applicable.

 

ITEM 2.                PROPERTIES

 

OFFICE

San Lotus presently rents office space in Taiwan. Our office is at the following location:

 

San Lotus Holding Inc.

3F  B302C, No. 185 Kewang Road

Longtan Township, Taoyuan County 325

Taiwan (R.O.C.)

+886-3-4072339 & +886-3-4071534 fax

 

OWNED PROPERTIES

 

A. 37,273.68 SQUARE METERS OF LAND IN DARONG SECTION, BEITUN DISTRICT OF TAICHUNG CITY, TAIWAN (R.O.C.).

 

We own 37,273.68 square meters of undeveloped land (the “Land-1”) in the Darong Section, Beitun District of Taichung City, Taiwan (R.O.C.). The transaction and all pertinent contracts in the transaction are incorporated herein by reference to the Form 8-K filed on September 20, 2013.

 

Qualified Ownership to the Land

 

Although we own the Land-1, the seller of the Land-1, Chang, Cheng-Sung (the “Seller”), reserved certain rights to the Land-1 according to the Land Purchase Contract dated March 26, 2012.  Therefore, to date, our ownership to the Land can be regarded as a qualified ownership (an ownership with limitations or conditions).

 

The rights the Seller reserved in the Land Purchase Contract are listed as follows:

 

1.       The Seller may set a maximum limited mortgage to the Land-1. (referred to Section 2 of the Contract)

 

2.       The Seller may decide whether Da Chuang Business Management Consultant Co., Ltd (the “Purchaser”) may resell the Land-1 at a price not exceeding TWD $60,000,000. And, once the Purchaser resells the Land-1, the Seller may be entitled to an amount of TWD $60,000,000 of resale price.(referred to Section 3 of the Contract)

 

3.       The Seller may enforce his setting of maximum limited mortgage to Land-1 when one of followings occurs(referred to Section 4 of the Contract):

 

a.       The Purchaser resells the Land-1 at a price not exceeding TWD$60,000,000 without the Seller’s consent, and/or

b.       The Purchaser fails to distribute the amount of TWD$60,000,000 to the Seller when the Purchaser is obligated to do such distribution.

 

4.       If the Seller terminates the Contract and assigns to the Purchaser the shares obtained in the Contract, the Seller may repossess the Land-1 and entire title to the Land and may request the Purchaser to pay an amount of TWD$60,000,000. (referred to Section 6 of the Contract)

 

5.       The Seller may refuse to cancel his registration of the maximum limited mortgage to the Land-1 before the shares are released from escrow account. (referred to Section 8 of the Contract)

 

To date, the Seller has not canceled his registration of maximum limited mortgage to the Land-1. There can be no assurance that our qualified ownership to the Land would become an ownership absent of any rights reserved by the Seller in the Contract.

 

Land Description

 

The Land-1 consists of three parcels of land, zoned as a “scenic spot” in a sparsely populated area on the immediate outskirts of Taichung City. The Land’s immediate surroundings consist of agricultural and forested areas. We have not yet determined our specific use for the Land-1, although we either intend to use it to develop scenic/tourist-related real estate or hold it for later sale when we need to raise funds.

 

B. 76,435 SQUARE METERS OF LAND IN Miaoli County, Taiwan (R.O.C.), TAIWAN (R.O.C.).

 

We own 35,251 square meters of land in Dataoping Section of Zaoqiao Township, Miaoli County, Taiwan (R.O.C.) and 41,184 square meters of land in Laotianliao Section of Touwu Township, Miaoli County, Taiwan (R.O.C.), all of which is 76,435 square meters (the "Land").  The transaction and all pertinent contracts in the transaction were disclosed in the Form 8-K filed on April 3, 2015.

 

Land Description

 

The Land consists of 18 lots, totaling 76,435 square meters, in the Dataoping Section of Zaoqiao Township and Laotianliao Section of Touwu Township, Miliaoli County, Taiwan (R.O.C.). The lots numbered as 86-1; 86-3; 90; and 421-1in Land are zoned as "agricultural region," and are located in a sparsely populated region. By law, the entire title to such lots cannot be transferred to Green Forest until Green Forest obtains a license of agricultural enterprises.To date, Green Forest has not owned the entire title to the lots numbered as 86-1; 86-3; 90; and 421-1 because Green Forest has not been licensed as an agricultural enterprise. All lots in Land other than the lots numbered as 86-1; 86-3; 90; and 421-1 are zoned as respectively "traffic region;" "forest region;" and "water resource region." 

 

C. LIQUIDATION RIGHTS HELD  BY MAO REN INTERNATIONAL INC. TO THE PROPERTIES OF DEBTOR

On March 31, 2015, our wholly-owned subsidiary, Green Forest Management Consulting Inc., a Taiwan (R.O.C.) corporation, acquired 100 percent of the outstanding shares of common stock in Mao Ren International Inc. (“Mao Ren”) in exchange for US$1. The transaction and all pertinent contracts in the transaction were disclosed in the Form 8-K filed on April 2, 2015. By closing the aforementioned transaction, we have the liquidation rights to the properties of debtor. The liquidation rights originally was assessed as NTD$913,401,823. However, instead of NTD$913,401,823, we have reassessed the value of the liquidation rights as NTD$568,111,416 further to the realization of some of the liquidation rights during fiscal 2016. During 2016, by enforcing the liquidation rights to some of properties of the debtor, we have obtained a cash repayment of NTD$304,792,503 from an actual liquidation of part of the lands of the debtor. There is no assurance, however, that our remaining debt of NTD$263,318,913 will be continuously repaid through similar liquidations.

 

ITEM 3.                LEGAL PROCEEDINGS

 

Our management knows of no material existing or pending legal proceeding, litigation or claim against us, nor are we involved as a plaintiff in any material existing legal proceeding or pending legal proceeding, litigation or claim. In November 2015, after an auction administered by the court in Taiwan, our debtor’s land in Yilan County, Taiwan was sold for NTD$546,656,000 (“Auction Price”). The portion of Auction Price to which Mao Ren International Inc. (“Mao Ren”) is entitled is NTD$301,252,556. But, in fact, in December 2016, NTD$ 259,000,000 was paid to Mao Ren and the remainder amount of NTD$42,252,556 is still subject to an objection. Collectability of the NTD$42,252,556 is uncertain; accordingly we have not recorded this amount as a receivable.

     

ITEM 4.                MINE SAFETY DISCLOSURES

 

Not applicable.

 

PART II

 

ITEM 5.                MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Our common stock, par value $1, has traded on the over-the-counter bulletin board (“OTCBB”) under the ticker symbol “SLOT” since January 9, 2013.Since quoted on the OTCBB, our stock has yet to begin actively trading. We have 175 shareholders of record as of December 31, 2016.

 

ITEM 6.                SELECTED FINANCIAL DATA

SAN LOTUS HOLDING INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

 

 

 

 

 

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

 

ITEM 7.                MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of the results of operations and financial condition of San Lotus Holding Inc. (“San Lotus” or the “Company”) should be read in conjunction with our financial statements that are included elsewhere in this Annual Report on Form 10-K. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations or Plan of Operations to “us,” “we,” “our” and similar terms refer to the Company. This discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements. Words such as “anticipate,” “estimate,” “plan,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could” and similar expressions are used to identify forward-looking statements.

 

PLAN OF OPERATIONS

 

San Lotus Holding Inc. was incorporated in the State of Nevada on June 21, 2011 to market travel products and services to the growing “baby boomer” market, with an initial focus on the Asian market. Our business plan for the next twelve months includes the following anticipated milestones:

 

1.      Developing Travel Agency in Taiwan-September 1, 2013- throughout the life of Company

 

Our plan of developing our travel agency in Taiwan includes: seeking to be (1) approved by Taiwan government to operate travel agency in Taiwan and (2) meeting the statutory requirements related to capital requirements, statutory reserves and employing fit, proper and qualified management. We anticipate that we may obtain the approval from Taiwan government by the end of 2017. Developing travel agency in Taiwan is an ongoing effort that will continue during the life of the Company. To facilitate our developing efforts, we are actively seeking additional funding on favorable terms to continue our development in Taiwan.

 

If additional funding is not available on acceptable terms, we may not be able to implement our development in Taiwan and continue our operations. We plan to be funded by private placement of our equity securities and/or mortgage our land. But, there can be no assurance we will be funded as such. Thus, there can be no assurance we will successfully develop travel agency in Taiwan. Our sole entrance to the travel services market only included the purchase of XO.  As of the date of this report, we have currently exited the travel business and are focusing on our rights to land proceeds and development of destination real estate.

 

2.      Acquisition of additional land or land holding companies-Third quarter of 2013- throughout the life of Company

 

San Lotus was a shell corporation until our wholly-owned subsidiary, Green Forest Management Consulting Inc. (“Green Forest”) acquired Da Ren International Development Inc., a Taiwan (R.O.C.) land holding corporation (“Da Ren”), on September 17, 2013. Da Ren’s sole asset is 32,273.68 square meters of land located in Taichung City, Beitun District, Taiwan (R.O.C.). We acquired Da Ren for $3,070,645. The transaction and all pertinent contracts in the transaction were disclosed in the current report on Form-8-K filed on September 20, 2013. With the acquisition of Da Ren, we commenced to acquire land and land holding companies, as well as acquiring travel agencies located both within and outside of Taiwan.

 

On March 31, 2015, our wholly-owned subsidiary, Green Forest acquired Mao Ren International Inc., a Taiwan (R.O.C.) land holding corporation ("Mao Ren"). We acquired Mao Ren for $1. The transaction and all pertinent contracts in the transaction were disclosed in the current report on Form-8-K filed on April 2, 2015. On March 31, 2015, our wholly-owned subsidiary, Green Forest acquired from Yu, Chien-Yang  to the 35,251 square meters of land in Dataoping Section of Zaoqiao Township, Miaoli County, Taiwan (R.O.C.) and 41,184 square meters of land in Laotianliao Section of Touwu Township, Miaoli County, Taiwan (R.O.C.), all of which is 76,435 square meters. The transaction and all pertinent contracts in the transaction were disclosed in the current report on Form-8-K filed on April 3, 2015.

 

Currently, the courts are in the process of liquidating the remaining land parcels from Mao Ren and we expect to realize cash from those sales during fiscal year 2017 and going forward. Once we realize the cash, our plans are to look at other plots of land in Asia, with a focus on property in Japan.

 

Results of Operations

For the period ended December 31, 2016, we had no revenue. Operating Expenses for the period ended December 31, 2016, totaled $586,784.

Capital Resources and Liquidity

 

Excluding our planned acquisitions, we expect the running of San Lotus Holding Inc.; Green Forest Management Consulting Inc.; Da Ren International Development Inc.; Mao Ren International Inc.; XO Experience Inc.; AHI Film Inc.; AHI Records Inc.; and San Lotus Holding Inc. in British Virgin Islands to require approximately $ 600,000 to carry out planned operations for the next 12 months.  This includes as follows:

 

We expect our monthly expenses to continue at the rate of $50,000 after December 31, 2016, not including the costs we will incur in running any of our planned acquisitions or embarking on any real estate development activities. To meet our needs for cash required for sustain our businesses and completing our planned acquisitions, we will need to generate sufficient revenues or require additional funding.

 

As of December 31, 2016, we had $7,805,660 cash in the bank; $4,393,443 cash held by our wholly-owned Taiwan (R.O.C.) subsidiary, Green Forest Management Consulting Inc.; $307 cash held by our wholly-owned Taiwan (R.O.C.) subsidiary, Da Ren International Development Inc.; $3,346,616 cash held by our wholly-owned Taiwan (R.O.C.) subsidiary Mao Ren International Inc.; and $0 cash held by our wholly-owned California subsidiary, XO Experience Inc.

 

If we require additional funding to complete our planned acquisitions, we will actively seeking additional funding by completing a private placement of our equity securities and/or mortgage our land. But, there can be no assurance we will be funded as such. And, there can be no assurance that our existing shareholders will provide us with additional capital. Finally, if we are unable to generate sufficient revenue and/or obtain additional funding, we may have to cease operations entirely. We cannot guarantee that our operations and proceeds from any funding will be sufficient for us to continue as going concern.

 

Revenue targets

The Company anticipates no revenues be made in the early stages of completing our plan of operations.

Core services

The Company is incorporated to market travel products to the growing "retired baby boomer" market and to develop the Destination Real Estate, which is herein incorporated by reference to Item 1 of this annual report on Form 10K.

We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Our liquidity may be negatively impacted by the significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly.

Based upon the above, we believe that to continue our daily operation and implement our plan of operations, we will actively seeking additional funding on favorable terms. If additional funding is not available on acceptable terms, we may not be able to implement our operation plans and continue our operations. We plan to be funded by private placement of our equity securities and/or obtaining the loan by mortgage our land. But, there can be no assurance we will be funded as such. Thus, there can be no assurance we will successfully continue our operation and/or complete our plan of operations.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Going Concern

 

The accompanying consolidated financial statements were prepared on a going concern basis, which assumes the realization of assets and discharge of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements, we had an accumulated deficit of $16,482,355 as of December 31, 2016.

We face all the risks common to companies at the development stage, including capitalization and uncertainty of funding sources, high initial expenditure levels, uncertain revenue streams and difficulties in managing growth. Our losses raise substantial doubt about its ability to continue as a going concern. Our consolidated financial statements do not reflect any adjustments that might result from the outcome of this uncertainty.

 In addition, we advanced an additional $6,047,831 to AHI Hilm Inc. (“AHI Film”), a company that was acquired subsequent to December 31, 2016 (Note 13).  As outlined in Notes 5 and 8, we could not locate the third group of creditors and could not settle any of their debts.  Should these creditors come forward to claim their debt, there is a risk that we would be obligated to settle with these creditors and the potential obligation could result in a liability to us.  As at the date of these financial statements, we cannot reasonably estimate the amount of any contingent payments to these creditors. These factors further rasied substantial doubt about our ability to continue as a going concern.

We are currently addressing its liquidity issue by continually seeking investment capital through private placements of common stock and debt. Our expected cash receipts to fund its liabilities is through the realization of its long term receivable (note 5).We believe our current and future plans enable it to continue as a going concern. Our ability to achieve these objectives cannot be determined at this time. These consolidated financial statements do not give effect to any adjustments which would be necessary should we are unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities other than the normal course of business and at amounts which may differ from those in the accompanying consolidated financial statements.

 

OUTLOOK

Throughout the life of Company, we intend to complete the acquisitions of lands; and/or land holding companies.  We remain in the preliminary discussion with the acquired parties about the specific considerations in such acquisitions. Thus, to date, we are not able to estimate any specific costs in completing such acquisitions. Once we have completed such acquisitions, we will evaluate our land holdings as a group and develop an overall plan for how to proceed going forward. At that time, and once we determine more definitively how the land will be utilized, we will develop cost projections, milestones and plans for financing the land’s development. At present, we anticipate that we will have the following four development objectives for the properties: (1) dispose of the land for cash; (2) mortgage the land to develop ourselves; (3) use the land to enter into a joint venture with another developer; or (4) use the land to capitalize other companies.

 

Critical Accounting Policies

 

It is our goal to clearly present our financial information in a manner that enhances the understanding of our sources of earnings and cash flows, as well as our financial condition. We do this by including the information required by the SEC, as well as providing additional information that gives further insight into our financial operations.

 

Our financial report includes a discussion of our accounting principles, as well as methods and estimates used in the preparation of our financial statements.

 

We believe these discussions and statements fairly represent the financial position and operating results of our company. The purpose of this portion of our discussion is to further emphasize some of the more critical areas where a significant change in facts and circumstances in our operating and financial environment could cause a change in future reported financial results.

 

Impact of Accounting Pronouncements

 

There were no recent accounting pronouncements that have had a material effect on our financial position or results of operations.

 

Recently Issued Accounting Policies

 

We have implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed and we do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

 

 

ITEM 7A.             QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We do not take positions or engage in transactions in risk-sensitive market instruments in any substantial degree, nor as defined by SEC rules and instructions. Based on the nature of our current operations, we have not identified any issues of market risk at this time.

 

ITEM 8.                FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

The information to be reported under this item is submitted in a separate section of this report. See Index to Consolidated Financial Statements on Page F-1.

 

ITEM 9.                CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

 

ITEM 9A.             CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

The Company's management, including the Chairman and Chief Financial Officer, evaluated the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act), as of December 31, 2016. Based on this evaluation, the Chairman and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms. There were no changes in our internal controls over financial reporting during the period covered by this report 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, as defined under Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company's assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Company's receipts and expenditures are being made only in accordance with authorizations of the Company's management and directors and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's 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.

 

Management assessed the effectiveness of our internal control over financial reporting and organizational governance as of December 31, 2016. In making this assessment, Management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Management's assessment included an evaluation of the design of the Company's internal control over financial reporting and testing of the operational effectiveness of its internal control over financial reporting. Management reviewed the results of its assessment with the Audit Committee of the Board of Directors. Based on our assessment, we believe that our internal controls over financial reporting and organizational governance were not effective because of following deficiencies as of December 31, 2016: (i) the lack of U.S. GAAP expertise of our chief financial officer, (ii) the lack of U.S. GAAP expertise of our internal accounting staff, and (iii) the company’s failure to have a board of directors consisting of a majority of independent directors and our lack of a director who qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Because of these deficiencies, it is reasonably possible that our internal controls over financial reporting may not have prevented or detected errors from occurring that could have been material, either individually or in the aggregate. We will be addressing these deficiencies in the near term as the Company develops.

 

The Company's independent registered public accounting firm, Davidson & Company LLP, has not audited the Company's internal control over financial reporting as of December 31, 2016. Davidson & Company LLP audited the Company's consolidated financial statements as of and for the year ended December 31, 2016.

 

ITEM 9B.             OTHER INFORMATION

 

None.

PART II

ITEM 10.              DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

The following table sets forth the name and age of each of our officers and directors as of December 31, 2016. Our executive officers are elected annually by our board of directors. Our executive officers hold office until they resign, are removed by the board of directors, or a successor is duly elected and qualified.

 

                                        

Set forth below is a brief description of the background and business experience of each of our executive officers and directors for the past five years.

 

Chen, Kuan-Yu, Chairman, Secretary, and Director, Age 40

 

Chen Kuan-Yu has served as our Secretary since 2011, and has been appointed as our Chairman on March 2, 2016. From 2010 to 2011, Mr. Chen served as an Associate Director with AON Corporation in Hong Kong. From 2008 to 2009, Mr. Chen was a Senior Consultant with LI Far East Limited, a Hong Kong company. From 2007 to 2008, Mr. Chen was a Manager with Deloitte Actuarial and Insurance Solutions in Hong Kong. From 2000 to 2006, Mr. Chen was an Actuary with MetLife, where he was based in New York for four years and in Taiwan for two years. Mr. Chen received his B.A. in Applied Mathematics from Queen’s University in Canada in 2000 and was qualified as an actuary by the Society of Actuaries in 2004. Mr. Chen serves on the boards of several private companies and is involved in the management of several private enterprises. Mr. Chen resides in Hong Kong and Taiwan.

 

Lin, Mu-Chen, Chief Financial Officer, Age 38

 

Lin Mu-Chen has served as our Chief Financial Officer since 2011. From 2006 to 2009, Ms. Lin was an auditor at Price Waterhouse Coopers in Taiwan. From 2003 to 2005, Ms. Lin served as an auditor at Earnest & Co., CPAs. Ms. Lin obtained a Bachelor of Commerce at Soochow University, Taiwan, in 2003 and was certified as a public accountant in Taiwan in 2008. Ms. Lin serves on the boards of several private companies and acts as internal accountant for several private companies. Ms. Lin resides in Taiwan.

 

Kwong, Edwin, Director, Age 57

 

Kwong, Edwin is the President, CEO of GUI Corporations dba Mega Productions; HempCon Inc; and American Youth Obesity Research and Prevention Foundation. Mr. Kwong earned his bachelor’s degree in mathematics and computer science from the University of California, Los Angeles, and earned his master’s degree in computer science from the University of South California in 1986. After working for computer industry for many years, he left the computer industry in 1992 to begin his career as an entrepreneur. We believe his abundant experiences in company managements will be beneficial to us in overseeing our business. Mr. Kwong resides in California.

 

Chen, Chuan-Chung, Director, Age 49

Chen, Chuan-Chung is the president of Autarky Management Consulting Inc. He is involved in all aspects of the business, from client facing functions to engagement execution in management consulting. Mr. Chen established his own law firm in 1999, Chen & Associates, which mainly provided local and international legal and commercial services. He was a legal counsel for over 300 middle and small sized enterprises. Mr. Chen was also active in providing pro bono representation forgovernment bodies and non-profit organizations, such as Taoyuan County; Taoyuan City; and National Taipei University. Furthermore, he gained extensive experience in the government. Mr. Chen qualified as a civil servant; judge; prosecutor;and attorney by passing various national examinations in 1993 and 1994. He was an official of Taiwan’s Ministry of Finance, focusing on consumer dispute resolution in the insurance industry. Mr. Chen resides in Taoyuan, Taiwan.

 

Term of Office

 

Our Class I directors are appointed for a two-year term and our Class II directors are appointed for a one-year term to hold office until the next annual meeting of our stockholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board of directors. We have adopted a Code of Conduct that applies to our directors, officers and employees (including our principal executive officer, principal financial officer and principal accounting officer), which is incorporated herein by reference to Exhibit 8.4 to Form 8-K filed October 9, 2014. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K relating to amendments to or waivers from any provision of our Code of Conduct applicable to the principal executive officer, principal financial officer and principal accounting officer by posting this information on our Internet site.

 

ITEM 11.              EXECUTIVE COMPENSATION

 

Summary Compensation Table

 

 There has been no compensation awarded to, earned by, or paid to any of our executive officers or directors for the period from inception through the date filing this Annual Report on Form 10-K.

 

Option Grants Table

 

There were no individual grants of stock options to purchase our common stock made to the executive officers named in the Summary Compensation Table for the period from inception through the date filing this Annual Report on Form 10-K.

 

Aggregated Option Exercises and Fiscal Year-End Option Value Table

 

There were no stock options exercised for the period from inception through the date filing this Annual Report on Form 10-K.

 

Long-Term Incentive Plan Awards Table

 

There were no long-term incentive plan awards made to named executive officers in the last two completed fiscal years under any long-term incentive plan.

 

Compensation of Directors

 

Directors are permitted to receive fixed fees and other compensation for their services as directors on our board of directors. The board of directors has the authority to fix the compensation of our directors. No amounts have been paid to, or accrued to, directors in such capacity and none of our directors has a compensation agreement or arrangement with the Company.

 

Employment Agreements

 

Currently, we do not have any employment agreements in place with any of our officers or directors.

 

ITEM 12.              SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table provides the names and addresses of each person known to us to own more than 5 percent of our outstanding shares of common stock as of  December 31, 2016 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly and the stockholders listed possesses sole voting and investment power with respect to the shares shown.

 

 

 

 

    

 

ITEM 13.              CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

 

The following table lists our officers and directors and their relationship to our affiliated entities:

 

Positions Held in Affiliated Entities

                                        

Positions Held in Affiliated Entities

 

Related transaction on August 31, 2016 which was disclosed in our current report on Form-8K filed September 1, 2016

 

On August 31, 2016, we respectively entered into an agreement to purchase stock & creditor’s right with Chang, Hsin-Yu who is the sole shareholder of  AHI Film Inc.; AHI Records Inc.; and San Lotus Holding Inc. registered in British Virgin Islands. ( collectively, the Companies) to acquire 100 percent of the outstanding shares of common stock in the Companies. The purchase price for each transaction above is US$1. These transactions were closed on January 1, 2017.

 

Director Independence

 

At present, Kwong, Edwin and Chen, Chuan-Chung are considered independent.

 

ITEM 14.              PRINCIPAL ACCOUNTING FEES AND SERVICES.

 

Below is the table of Audit Fees (amounts in US$) billed by our auditor in connection with the audit of the Company’s annual financial statements for the years ended:

 

 

 

ITEM 15.              EXHIBITS, FINANCIAL STATEMNET SCHEDULES.

 

 

 

* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under those sections. 

 

SIGNATURES

 

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

 

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Chen, Kuan-Yu and Lin Mu Chen , and each or any one of them, each with the power of substitution, his or her attorney-in-fact, to sign any amendments to this report, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on May 12, 2017.

 

 

 

 

 

 

                                                                                                                                                                             

 

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

 

To the Shareholders and Directors of

San Lotus Holding Inc.

 

 

We have audited the accompanying consolidated financial statements of San Lotus Holding Inc. (the “Company”), which comprise the consolidated balance sheets as of December 31, 2016 and 2015, and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity, and cash flows for the years ended December 31, 2016 and 2015. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits in accordance with 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 consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of San Lotus Holding Inc. as of December 31, 2016 and 2015, and the results of its operations and its cash flows for the years ended December 31, 2016 and 2015 in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying consolidated financial statements have been prepared assuming that San Lotus Holding Inc. will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, San Lotus Holding Inc. has suffered recurring losses from operations.  These matters, along with the other matters set forth in Notes 1, 8 b) and 13 indicate the existence of material uncertainties that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

“DAVIDSON & COMPANY LLP”

 

 

 

 

F-1

 

 

 

SAN LOTUS HOLDING INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

 

   

 

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

 

F-2

 

SAN LOTUS HOLDING INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

 

 

 

 

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

F-3

 

SAN LOTUS HOLDING INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

PERIOD FROM JANUARY 1, 2015 THROUGH DECEMBER 31, 2016

 

 

 

 

 

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

 

F-4

 

SAN LOTUS HOLDING INC.

CONSOLIDATED STATEMENTS OF CASH FLOW

FOR THE YEARS ENDED DECEMBER 31, 2016 and 2015

 

 

 

 

 

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

 

F-5

<SAN LOTUS HOLDING INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES

 

Nature of Operations

San Lotus Holding Inc.(the “Company” or “San Lotus” or “we”), was incorporated on June 21, 2011 in the State of Nevada and changed our state of incorporation from the State of Nevada to the State of California (the "Conversion") on July 21, 2015. The Company’s principal address of business is in Taiwan.

 

The Company acquired several parcels of undeveloped land and is holding these parcels of land for future development of destination real estate.  Through the acquisition of Mao Ren International Inc. (“Mao Ren”) in fiscal 2015, the Company acquired the liquidation rights to certain properties collateralized by a Taiwanese company.  The Company is being compensated by the creditors of this Taiwanese company to use the proceeds from the sale of the collateralized land to re-invest or develop the collateralized land to construct and then re-sell the real estate. 

 

In fiscal 2015 and part of fiscal 2016, the Company, through the acquisition of XO Experience Inc. (“XO”) from the former Chairman, was engaged in the provision of travel services, including hotel reservation services, airline ticketing, and travel package in the United States. In December 2016, the Company decided to dissolve XO.

 

The Company has not conducted business operations nor had significant revenues from operations since its inception.

 

The Company’s year-end is December 31.

 

 

Basis of Presentation and Measurement

The accompanying consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).  The Company’s consolidated financial statements have been prepared on a historical basis except for certain financial assets and liabilities measured at fair value. 

 

Consolidation Policy

The consolidated financial statements of the Company include the accounts of San Lotus Holding, Inc. and its subsidiaries, Green Forest Management Consulting Inc. (“Green Forest”), Da Ren International Development Inc. (“Da Ren”), Mao Ren International Inc. and XO Experience Inc. Intercompany accounts and transactions have been eliminated upon consolidation. The following companies have been consolidated as at December 31, 2016 and 2015:

 

Consolidated companies

 

Going Concern

The accompanying consolidated financial statements were prepared on a going concern basis, which assumes the realization of assets and discharge of liabilities in the normal course of business. As shown in the accompanying consolidated financial statements, the Company had an accumulated deficit of $16,482,355 as of December 31, 2016.

 

The Company faces all the risks common to companies at the development stage, including capitalization and uncertainty of funding sources, high initial expenditure levels, uncertain revenue streams and difficulties in managing growth. The Company's losses raise substantial doubt about its ability to continue as a going concern. The Company's consolidated financial statements do not reflect any adjustments that might result from the outcome of this uncertainty.

 

In addition, the Company advanced an additional $6,047,831 to AHI Film Inc. (“AHI Film”), a company that was acquired subsequent to December 31, 2016 (Note 13).  As outlined in Notes 5 and 8, the Company could not locate the third group of creditors and could not settle any of their debts.  Should these creditors come forward to claim their debt, there is a risk that the Company would be obligated to settle with these creditors and the potential obligation could result in a liability to the Company.  As at the date of these financial statements, the Company cannot reasonably estimate the amount of any contingent payments to these creditors. These factors further raised substantial doubt about the Company’s ability to continue as a going concern.

 

The Company is currently addressing its liquidity issue by continually seeking investment capital through private placements of common stock and debt. The Company’s expected cash receipts to fund its liabilities is through the realization of its long term receivable (note 5).The Company believes its current and future plans enable it to continue as a going concern. The Company's ability to achieve these objectives cannot be determined at this time. These consolidated financial statements do not give effect to any adjustments which would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities other than the normal course of business and at amounts which may differ from those in the accompanying consolidated financial statements.

 

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates incorporated into the Company’s consolidated financial statements include the estimated recoverable amount of the long term receivable, the estimated useful lives for depreciable and amortizable assets and litigation contingencies and claims.  Actual results could differ from those estimates. 

 

Revenue recognition

The Company’s revenues are principally derived from providing hotel reservation, air ticketing, other travel and non-travel services. The Company recognizes revenues when all of the following have occurred: persuasive evidence of arrangement with the customer, services have been performed, fees are fixed or determinable and collectability of the fees is reasonably assured, as prescribed by ASC 605-10, Revenue Recognition, Overall. These criteria as related to revenues are considered to have been met as follows:

Packaged-tour: The Company receives referral fees from travel product providers for packaged -tour products and services through its service platform and branch offices. Referral fees are recognized as commissions on a net basis after the packaged-tour service are rendered and collections are reasonably assured .

In cases where these entities undertake the majority of the business risks and acts as principal related to the travel tour services provided, revenues are recognized at gross amounts received from customers after the services are rendered. Revenue from such principal arrangement is minimal in the past.

Air ticketing services: Commissions from air ticketing services rendered are recognized upon the issuance of air tickets, net of estimated cancellations. Customers purchase the air tickets, and the Company remits the net amount less base commission to the airlines. Estimated cancellations were insignificant for the years ended December 31, 2016 and 2015. The Company presents revenues from such transactions on a net basis in the consolidated statements of operations, as the Company acts as an agent, does not assume any inventory risk, and has no obligations for cancelled airline ticket reservations. The Company sometimes also receives additional discretionary commissions from certain airlines when performance targets are met. Such discretionary commissions are recognized on a cash basis because the Company cannot reasonably estimate the amount, or timing of receipt, of such commissions in advance.

Other travel services: Other travel services are mainly commissions from insurance companies for the sale of travel insurance. Customers purchase the travel insurance, and the Company remits the net amount less commission to the insurance companies. The Company recognizes revenue when the travel insurance is issued to the customer, net of estimated cancellations.

 

Cash and Cash Equivalents

Cash and cash equivalents include cash and all highly liquid instruments with original maturities of three months or less.

 

Property and Equipment

Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives as follows:

 

Estimated useful life

 

 

Net Income (Loss) Per Share

The Company has adopted Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”), which specifies the computation, presentation and disclosure requirements of earnings per share information. Basic earnings per share have been calculated based upon the weighted average number of common shares outstanding. Common equivalent shares are excluded from the computation of the diluted loss per share if their effect would be anti-dilutive. For the years ended December 31, 2016 and 2015, the Company did not have any common equivalent shares.

 

Impairment of Long-Lived Assets

The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. Management has determined that no impairments of long-lived assets currently exist.

 

Business Combinations

The Company accounts for business combinations under the acquisition method of accounting, which requires the Company to record assets acquired, liabilities assumed and any non-controlling interest in the acquiree at their respective fair values as of the acquisition date in the Company's consolidated financial statements.

 

Goodwill and intangible assets

Goodwill represents the excess of costs over fair value of the net assets of businesses acquired. The Company follows ASC subtopic 350-20, Intangibles-Goodwill and Other: Goodwill. Goodwill and intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized, but instead tested for impairment at least annually, or more frequently if certain circumstances indicate a possible impairment may exist. The Company performs its annual impairment assessment for goodwill and indefinite-lived intangible assets in December of each year.

The Company adopted ASU 2012-02, Testing Indefinite-Lived Intangible Assets for Impairment, which amends the guidance in ASC subtopic 350-30 on testing indefinite-lived intangible assets, other than goodwill, for impairment. ASU 2012-02 provides an entity testing an indefinite-lived intangible asset for impairment the option of performing a qualitative assessment before calculating the fair value of the asset. Although ASU 2012-02 revises the examples of events and circumstances that an entity should consider in interim periods, it does not revise the requirements to test indefinite-lived intangible assets (1) annually for impairment and (2) between annual tests if there is a change in events or circumstances. If the Company determines, on the basis of qualitative factors, that the fair value of indefinite-lived intangible assets is more likely than not less than the carrying amount, further testing is required. Under the further testing, the impairment test on indefinite-lived intangible assets that are not subject to amortization consists of a comparison of the fair value of each intangible asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Assets with definite lives are carried at cost less accumulated amortization. Intangible assets with definite lives are amortized using the straight-line method over the estimated economic life.

 

Discontinued Operations

The Company follows the policy of segregating the assets and liabilities of subsidiaries or lines of business on its balance sheet from the assets and liabilities of continuing subsidiaries or lines of business when it is decided to close or dispose of a subsidiary or line of business. The Company also follows the policy of separately disclosing the assets and liabilities and the net operations of a subsidiary or line of business in its financial statements when it is decided to close or dispose of a subsidiary or line of business.

 

Income Taxes

The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse.  Deferred income tax benefit (expense) results from the change in net deferred tax assets or deferred tax liabilities. A valuation allowance is recorded when, in the opinion of management, it is more likely than not that some or all of any deferred tax assets will not be realized.

 

Financial Instruments

The Company uses the following methods and assumptions to estimate the fair value of each class of financial instruments for which it is practicable to estimate such values:

 

Cash and cash equivalent – the carrying amount approximates fair valule because the amounts consist of cash held at banks.

Accounts payable and accrued liabilities – the carrying amounts approximate fair value due to the short-term nature of the obligations.

 

Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:

Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and

Level 3 - Inputs that are not based on observable market data.

Cash and cash equivalent is measured at level 1 inputs.

 

Foreign Currency Translation Adjustment

The Company’s financial statements are presented in the U.S. dollar ($), which is the Company’s reporting currency, while its functional currencies are the U.S. Dollar for its U.S. based operations and New Taiwan Dollar (NTD) for its Taiwanese based operations. Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the statements of operations. Monetary assets and liabilities denominated in foreign currency are translated at the functional currency rate of exchange prevailing at the balance sheet date. Any differences are taken to profit or loss as a gain or loss on foreign currency translation in the statements of operations.

 

In accordance with ASC 830, Foreign Currency Matters, the Company translates the assets and liabilities into U.S. dollars using the rate of exchange prevailing at the balance sheet date and the statements of operations and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation from NTD into U.S. dollar are recorded in stockholders’ equity as part of accumulated other comprehensive income (loss). The exchange rates used for financial statements in accordance with ASC 830, Foreign Currency Matters, are as follows:

 

Foreign currency exchange rates

 

 

Recently Issued Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update, (“ASU”)No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle is that a company should recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2017, and interim periods therein, and shall be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. In May 2016, the FASB issued Accounting Standards Update No. 2016-12, Revenue from Contracts with Customers. This update provides further guidance on applying collectability criterion to assess whether the contract is valid and represents a substantive transaction on the basis whether a customer has the ability and intention to pay the promised consideration.  The requirements of this standard include an increase in required disclosures. Management has not yet selected a transition method and is currently analyzing the impact of the adoption of this guidance on the Company’s consolidated financial statements, including assessing changes that might be necessary to information technology systems, processes and internal controls to capture new data and address changes in financial reporting. The Company believes that the adoption of the standard will not have a significant impact on its consolidated financial statements.

 

In August 2014, the FASB issued ASU No. 2014-15, “Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern.” This ASU establishes specific guidance to an organization's management on their responsibility to evaluate whether there is substantial doubt about the organization's ability to continue as a going concern. The provisions of this ASU are effective for interim and annual periods ending after December 15, 2016. The Company believes that the adoption of the standard will not have a significant impact on its consolidated financial statements.

 

In March 2016, the FASB issued Accounting Standards Update No. 2016-09, “Stock Compensation”. The new guidance is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The Accounting Standard Update allows the entity to make an accounting policy election to account for forfeitures when they occur. The standard is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. The Company believes there will be no impact on the consolidated financial statements as a result of the adoption of the new accounting standard.

 

In August 2016, the FASB issued Accounting Standards Update No. 2016-15, “Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments.” The new guidance is intended to provide specific guidance on cash flow classification issues such as debt prepayment or debt extinguishment costs, settlement of zero coupon debt instruments or cases where the coupon interest rate is insignificant compared to the effective interest rate of the borrowing, contingent consideration payments in a business combination, proceeds from insurance claim settlements and distributions received by equity method investees. The standard is effective for annual periods beginning after December 15, 2017 and interim periods within those annual periods. The amendments should be applied using a retrospective transition method to each period presented. The Company believes there will be no impact on the consolidated financial statements as a result of the adoption of the new accounting standard.

 

In January 2017, the FASB issued Accounting Standards Update No. 2017-01, “Business Combinations (Topic 805).” The amendments in this Update are intended to clarify the definition of business. The current guidance specifies three elements of a business – inputs, processes, and outputs. The new guidance provides a screen to determine when a set is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not a business. This screen reduces the number of transactions that needs to be further evaluated. The standard is effective to annual periods beginning after December 15, 2017, including interim periods within those periods. The Company believes that the adoption of the standard will not have a significant impact on its consolidated financial statements.

 

F-6

Note 2 PROPERTY AND EQUIPMENT

 

Property and equipment

 

 

Depreciation Expense

 

 

In June 2016, The Company has sold vehicles, details of which are listed below.

 

Vehicle Sale

 

 

 

NOTE 3.            ACQUISITION AND DIVESTURE OF XO EXPERIENCE INC. (“XO”)

 

On August 14, 2015, the Company entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Chen-Tseng, Chih-Ying and Chen, Li Hsing, our former CEO and former Chairman respectively, for the acquisition of XO EXPERIENCE INC. (“XO”) to acquire all of the issued and outstanding common stock of XO in exchange for $1.

 

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date of the acquisition:     

 

Fair value of XO Experience acquisition

 

 

The acquisition of XO is considered to be a business acquisition; accordingly goodwill (refer to above table) was recognized on the acquisition date.  As at December 31, 2015, the Company performed an impairment test on its goodwill and determined that an impairment existed due to negative expected cash flows that will be generated in the business.  Accordingly, the Company recorded an impairment charge equal to the full amount of its goodwill (refer to above table). 

 

On December 31, 2016, we decided to dissolve XO EXPERIENCE INC. pursuant to Section 1900 (a) of California Corporations Code.  The Company follows the policy of segregating the assets and liabilities of subsidiaries or lines of business on its balance sheet from the assets and liabilities of continuing subsidiaries or lines of business when it decided to close or dispose of a subsidiary or line of business.  As a result of the decision to dissolve XO, XO’s assets, liabilities, revenues and expenses have been classified as discontinued operations on the consolidated balance sheets and statement of operations.  The components of discontinued operations summarized on the statement of operations arising from the decision to dissolve XO are as follows:

 

Discontinued Operations

 

 

The components of discontinued operations summarized on the balance sheets arising from the decision to dissolve XO are as follows:

 

Discontinued Operations

 

 

As at December 31, 2016, the Company wrote off the residual net receivable due from companies owned by our former CEO and Chairman totaling $27,836.

 

NOTE 4.         ACQUISITION OF MAO REN INTERNATIONAL INC.

 

On March 31, 2015 (the acquisition date), Green Forest Management Consulting Inc. ("Green Forest"), our wholly-owned subsidiary, entered into a stock purchase agreement with Chiu, Pao-Chi, Chiun Jing Inc., Haug Inc., Jiu Bang Inc., and Wan Fu Inc., (collectively the "Mao Ren Sellers") for the acquisition of Mao Ren International Inc., a Taiwan (R.O.C.) company ("Mao Ren"). Green Forest acquired all of the issued and outstanding common stock of Mao Ren from the Mao Ren Sellers in exchange for $1.

 

The main assets and liabilities acquired from Mao Ren included the liquidation rights to proceeds from collateralized land totaling US$18,190,911 and the related promissory notes payable totaling US$18,190,911 respectively.   See Note 5.

 

NOTE 5.  LONG-TERM RECEIVABLES

 

In February 2010, Mao Ren took on debt from the creditors of a Taiwanese based company in exchange for the creditors’ rights to the proceeds from the sale of collateralized land pledged by this Taiwanese company.  Pursuant to the assumption agreements, the creditors agreed with Mao Ren to enforce and execute the auction by the court or itself against the debtor’s remaining assets which are the collateralized land.

 

The above mentioned creditors of the Taiwanese company are segregated into three groups. In response to the three groups of creditors, three private companies were incorporated by Chen, Kuan Yu, our  Chairman, and Yu, Chien Yang, our former Director to facilitate further development. Prior to the acquisition date of March 31, 2015, these three private companies assumed the debt which Mao Ren owed to the three groups of creditors respectively and in turn accepted promissory notes from Mao Ren as consideration. On June 12, 2015, the first group of creditors, represented by the first of the three private companies, agreed to take common stock of the Company as settlement for cancellation of the promissory notes from Mao Ren. The common stock issued was recorded at the par value of $1/common share.  The difference between the carrying amount (that being the cost of the seller) and the par value was recorded in deficit. The Company issued those shares to our Chairman in trust for those individual creditors.  The second group of creditors, who wish to collect cash proceeds from the sale of collateralized land, settled with the second private company (owned by our former Director) whereby the former director would be personally liable to settle the amounts with the creditors. The Company could not locate the remaining third group creditors and could not settle any of their debts. 

 

The Company has hired an independent appraiser to appraise the collateralized land and recorded the long-term receivable based on the potentially realizable value NT$913,401,823 of the collaterals at initial recognition. The realizable value constitutes the carrying amount of the seller because the agreements with the creditors stipulated that the maximum amount the creditors could recover is limited to the proceeds received from the sale of the collateralized land relative to their proportionate investment. Further to realization of some of the liquidation rights to the debtor’s remaining assets during fiscal 2016, the Company has re-assessed our remaining rights to the debtor’s remaining assets as follow:

 

Land Fair Value

 

 

As of December 31, 2016 and 2015, the Company’s receivable amounts are shown below.

 

Receivables

 

 

During fiscal 2016, three parcels of the debtor’s land were sold for the following amounts:

 

Land Sales Proceeds

 

 

No gain or loss was recognized upon sale of the debtor’s land because the initial carrying value was adjusted to its fair value as agreements with the first group of the creditors stipulated that the cost of the seller to equal to the estimated expected proceeds from the sales.

 

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NOTE 6. RELATED PARTY TRANSACTIONS

 

The principal related party transactions for the years ended December 31, 2016, and 2015 were as follows:

 

a)                  Miaoli Land

In fiscal 2013 and 2014, the Company, through Green Forest, entered into several land purchase agreements with Chen, Kuan-Yu, our Chairman and Yu, Chien-Yang, and a former director and issued 77,338,781common shares to settle the promissory notes in exchange for certain parcels of land in Miaoli County, Taiwan.  Since title to the properties had not been transferred to Green Forest by the end of 2014 as stipulated in the sales agreement, Green Forest cancelled the land purchase transactions in accordance with terms of the sales agreement whereby the Company is not obligated to pay any termination costs. The shares issued in connection with these cancelled transactions were retired as treasury stock in fiscal 2015.

 

b)                  Dataoping Land

On March 31, 2015, our wholly-owned subsidiary, Green Forest, a Taiwanese corporation, entered into a land purchase agreement with Yu, Chien-Yang , our former Director to acquire land in Dataoping Section of Zaoqiao Township, Miaoli County, and land in Laotianliao Section of Touwu Township, Miaoli County, Taiwan, all of which is 76,435 square meters for the below Purchase Price. All pertinent figures are disclosed in the below table. The Purchase Price was paid for through Green Forest's issuance of a promissory note payable to the Seller. On the same date, to settle the promissory note, the Company entered into a stock purchase agreement for the issuance of its common stock at par to the Seller pursuant to stock purchase agreement. This transaction was measured at the carrying amount of the seller pursuant to Staff Accounting Bulletin 5 Topic G. 

 

Dataoping Land

 

 

c)                  Glendale Condominium

In July 2015, the Company sold the condominium unit in Glendale, California to our former CEO, Chen-Tseng, Chih-Ying for a total selling price of $487,355.

 

d)                  Purchase of vehicle

 

During fiscal 2016, the Company purchased two vehicles from a private company controlled by Yu, Chien-Yang , our former Director for total purchase price of $39,600

 

e)                  Amounts due from/to related parties

 

Amounts Due From or To Related Parties

 

The amounts due from/to related parties are non-interest bearing, unsecured and have no fixed terms of repayment.

 

f)                Acquisitions

 

The acquisitions of XO and Mao Ren as outlined in notes 3 and 4 are considered to be transactions with related parties. The acquisitions of AHI Film Inc., AHI Records Inc. and San Lotus Holding Inc. (BVI) in note 13 are also considered to be transactions with related parties.

 

NOTE 7.            CAPITAL STOCK

Common Stock

 

Holders of common stock are entitled to one vote for each share held.  There are no restrictions that limit the Company’s ability to pay dividend on its common stock.  The Company has not declared any dividend since incorporation. 

 

Capital Stock

 

a) To a former director to settle the note payable as outlined in Note 6 (b).

b) To settle promissory note payable to Mao Ren Sellers as outlined in Note 5.

c) As outlined in Note 6(a).

 

There are no capital transactions during fiscal 2016.

 

NOTE 8.         COMMITMENTS AND CONTINGENCIES

 

a)    The Company has several operating leases, primarily for offices and employee dormitories. Payments under operating leases, including periodic rent escalation and rent holidays, are expensed on a straight-line basis over the lease term.

 

Future minimum lease payments under non-cancellable operating leases as of December 31, 2016 are as follows:

 

Minimum lease payments

 

Rental expenses

 

 

b)        As outlined in Note 5, the Company could not locate the third group of creditors and could not settle any of their debts.  Should these creditors come forward to claim their debt, there is a risk that the Company would be obligated to settle with these creditors and the potential obligation could result in a liability to the Company.  As at the date of these financial statements, the Company cannot reasonably estimate the amount of any contingent payments to these creditors. 

 

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NOTE 9. SEGMENTED INFORMATION

 

The Company has two principal reportable segments, one of which is considered to be discontinued operations as at December 31, 2016.  These reportable segments were determined based on the nature of products and services offered.  Reportable segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

Subsequent to December 31, 2016, the Company acquired media assets by way of acquiring AHI Film.  During fiscal 2016, the Company advanced $904,869 to AHI Film.  As at December 31, 2016, the Company performed an impairment test on these advances and decided to record an allowance for doubtful balance on this account due to uncertainty on the ultimate benefit of these advances to the Company.

 

 

Business Segments

 

 

The following table lists the Company’s capital assets by geographical area:

 

Geographical Areas

 

 

 

NOTE 10.           CONCENTRATIONS

Credit risk

 

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents.  The Company places its cash with high quality financial institutions.  The majority of the Company’s cash is deposited with banks in Taiwan.  The government-owned Central Deposit Insurance Corporation in Taiwan provides deposit insurance coverage limit of up to NTD3,000,000 per depositor. 

 

 

NOTE 11.           INCOME TAXES

The Company's Loss before income tax consisted of:

 

Loss before income tax

 

 

A reconciliation of income taxes at statutory rates with the reported taxes is as follows:

 

Income Tax Reconciliation

 

 

The significant components of the Company’s deferred tax assets that have not been included on the consolidated statement of financial position are as follows:

 

Deferred Tax Components

 

 

Non-capital losses available

 

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NOTE 12.                   RESTATEMENT AND CORRECTION OF ERRORS

Subsequent to the issuance of the Company’s 2015 consolidated financial statements on March 31, 2016, the Company became aware of errors in its determination of certain previously reported amounts in its 2015 consolidated financial statements related to the acquistion of XO and Mao Ren and the application of its revenue recognition policy.  These errors were related to the measurement of the purchase price allocation on acquistion dates and the subsequent measurement of these amounts as well as the recognition policy of the revenue from the travel services business.  The Company has also identified other adjustments that have been corrected as part of this restatement, including classification of related party balances, and adjustments to accounts receivable and unearned revenue related to errors in revenue recognition. The errors in revenue recognition are related to the fact that the Company booked revenue on a gross basis instead of net basis in accordance with ASC 605-45 Revenue Recognition: Principal Agent Considerations. The purchase price allocation has been adjusted to reflect the carrying amounts to the seller of Mao Ren. The Company determined its previously issued consolidated financial statements should be restated to correct these errors.  The following tables summarize the impact of the restatement on our previously reported consolidated balance sheets, consolidated statementof comprehensive loss, consolidated statementof stockholders’ equity and consolidated statementof cash flows for the year ended December 31, 2015.

 

Consolidated balance sheets

 

 

 

 

Consolidated statements of loss and comprehensive loss

 

 

 

Consolidated statement of stockholders’ equity

 

 

Consolidated statements of cash flows

 

 

 

NOTE 13.       SUBSEQUENT EVENTS

 On August 31, 2016, we entered into an agreement (Agreement I) to purchase all outstanding shares of AHI Film Inc. from Chang, Hsin-Yu (the “Seller”), the sole shareholder of AHI Film and AHI Film’s creditor’s right from Yu, Chien-Yang, a former director and major shareholder. During fiscal 2016, the Company advanced funds to AHI Film totaling amount as shown below.  Due to uncertainty in the recoverability of the advances and the ultimate benefit of the assets to the Company acquired from AHI Film, an allowance was recorded for the full amount of funds advanced.  The Company determined that the acquisition of AHI Film will be an asset acquisition upon closing of the transaction. Details of the AHI Film Inc. transaction are as follow:

 

AHI Film Inc.

 

 

On August 31, 2016, we entered into an agreement (Agreement II) to purchase all outstanding shares of AHI Records Inc. from Chang, Hsin-Yu (the “Seller”), the sole shareholder of AHI Records Inc. (“AHI Records”) and AHI Records’ creditor’s right from Yu, Chien-Yang, a former director and major shareholder. The Company determined that the acquisition of AHI Records will be an asset acquisition upon closing of the transaction. Details of the AHI Records Inc. transaction are as follow:

 

AHI Records Inc.

 

On August 31, 2016, we entered into an agreement (Agreement III) to purchase all outstanding shares of San Lotus Holding Inc. registered in British Virgin Islands (the “BVI Company”) from Chang, Hsin-Yu (the “Seller”), the sole shareholder of the BVI Company and the BVI Company’s creditor’s right from Yu, Chien-Yang, a former director and major shareholder. The Company determined that the acquisition of the BVI Company will be an asset acquisition upon closing of the transaction. Details of the the BVI Company transaction are as follow:

 

BVI Company

 

In connection with the transactions outlined above, the Company effectively acquired ancillary assets and know-how to augment the two main operating segments to the Company’s main businesses.  These ancillary assets and know-how included the following:

a)      Media assets including a feature motion-picture, video footages and albums – these were acquired via the transaction with AHI Film and AHI Records. The motion picture produced by AHI Film is currently in post-production stage.  During fiscal 2015, AHI Film acquired 15 subsidiaries which were all involved in TV and film production.  In connection with the acquisition of these 15 subsidiaries, the Company also assumed the debt that these companies had incurred.

 

b)      Proprietary research knowledge – the proprietary knowledge was acquired via the transaction with the BVI Company.  The BVI Company engaged two consulting firms which provided research on tourism development in Japan. 

 

Subsequent to December 31, 2016, the Company advanced an additional $6,047,831 to AHI Film to pay off the creditors of AHI Film, AHI Records and the BVI Company.  These creditors are mainly Yu, Chien-Yang and Chen, Kuan-Yu who are considered to be related parties.

 

The Company performed an impairment test on the assets acquired after acquisition and determined that the full balance of the assets are to be impaired due to the uncertainty in the ultimate benefit to the Company.  The Company decided to purchase these assets to reimburse the original creditors for their advances and expenses paid on behalf of these companies.

 

On December 31, 2016, we entered into a stock purchase agreement (“Agreement IV”) with Wu, Ting-Kuang (the “Seller”), the sole shareholder of Da Ren International Insurance Brokers Co. Ltd. (the “Da Ren Insurance”), to purchase the outstanding 300,000 shares of Da Ren Insurance (the “Da Ren Insurance Shares”) in exchange for NTD$10,500,000, and the transaction under Agreement IV has not been closed to date.  The Company determined that the acquisition of Da Ren Insurance will be an asset acquisition upon closing of the transaction. 

 

 

 

 

 

 

 

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