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EX-32.2 - CERTIFICATION - GMCI Corp.ex322.htm
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EX-31.2 - CERTIFICATION - GMCI Corp.ex312.htm
EX-31.1 - CERTIFICATION - GMCI Corp.ex311.htm



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

 FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2016

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

               For the transition period from

000-54629
Commission File Number

GMCI CORP.
(Exact name of registrant as specified in its charter)
 
 Nevada
 47-5567250 
(State or other jurisdiction of incorporation or organization)    
(I.R.S. Employer Identification No.)
   
Level 1 Tower 1 Avenue 3
The Horizon
Bangsar South City, Kuala Lumpur 59200
 (Address of principal executive offices)
 
 60-3-2242-2259
(Registrant’s telephone number, including area code)
 
 
(Former name, former address and former fiscal year, if changed since last report)
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [   ] Yes [X] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [  ] Yes [X] No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company, or an emerging growth company.  See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
[  ]
Accelerated filer
[  ]
Non-accelerated filer
[  ]
 (Do not check if a smaller reporting company)
Smaller reporting company
[ X ]
Emerging growth company
[  ]
     
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) 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). [  ] Yes      [X] No

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of June 20, 2017, GMCI Corp. had 720,802,346 shares of common stock issued and outstanding.

 
 
 
 

 
 
Table of Contents


 
   
Page
 
PART I – FINANCIAL INFORMATION
 
     
Item 1.
Financial Statements
  F-1 to F-10
     
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
  3
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
  5
     
Item 4.
Controls and Procedures
  5
     
 
PART II – OTHER INFORMATION
 
     
Item 1.
Legal Proceedings
  6
     
Item 1A.
Risk Factors
  6
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
  6
     
Item 3.
Defaults Upon Senior Securities
  6
     
Item 4.
Mine Safety Disclosures
  6
     
Item 5.
Other Information
  6
     
Item 6.
Exhibits
  7
     
 
SIGNATURES
  8
 
 
2

 

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

GMCI Corp.
Condensed Consolidated Balance Sheets

   
March 31,
2016
(Unaudited)
   
December 31,
2015*
 
             
ASSETS
           
Current Assets
           
Cash
 
$
15,290
   
$
17,334
 
Prepaid expenses and deposits
   
8,503
     
27,665
 
Total Current Assets
   
23,793
     
44,999
 
                 
Advance payment on mineral trading, related party
   
636,699
     
-
 
Plant and equipment, net
   
76,896
     
57,586
 
                 
TOTAL ASSETS
 
$
737,388
   
$
102,585
 
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
               
Current Liabilities
               
Accounts Payable and accrued liabilities
 
$
74,462
   
$
86,512
 
Advances payable, related party
   
1,576,110
     
782,499
 
Total Current Liabilities
   
1,650,572
     
869,011
 
                 
Total Liabilities
   
1,650,572
     
869,011
 
                 
 Commitments and Contingencies
               
                 
Stockholders' Deficit
               
Preferred Stock - $0.001 par value; 10,000,000 shares authorized, no shares issued and outstanding at March 31, 2016 and December 31, 2015
   
-
     
-
 
                 
Common stock - $0.001 par value; 4,000,000,000 shares authorized, 720,802,346 issued and outstanding at March 31, 2016 and December 31, 2015
   
720,802
     
720,802
 
Subscriptions receivable
   
(220,000
)
   
(220,000
Additional Paid in Capital
   
(338,845
)
   
(360,607
)
Other comprehensive income (loss)
   
43,631
     
94,847
 
Accumulated deficit
   
(1,118,772
)
   
(1,001,468
)
Total Stockholders' Deficit
   
(913,184
)
   
(766,426
)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
 
$
737,388
   
$
102,585
 
 
*Derived from audited information.
See accompanying notes to the financial statements


 
F-1

 

GMCI Corp.
Condensed Consolidated Statements of Operations and Other Comprehensive Loss
(Unaudited)

 
   
Three Months ended
 
   
March 31,
 
   
2016
   
2015
 
             
Revenue
 
$
-
   
$
-
 
                 
Operating Expenses
               
Professional fees
   
47,260
     
1,383
 
General and administrative
   
48,640
     
66,777
 
Total Operating Expenses
   
95,900
     
68,160
 
                 
(Loss) from operation
   
(95,900
)
   
(68,160
)
                 
Interest expenses
   
(21,404
)
   
-
 
                 
(Loss) before taxation
   
(117,304
)
   
(68,160
)
Taxation
   
-
     
-
 
Net (Loss)
 
$
(117,304
)
 
$
(68,160
)
                 
Net Loss Per Share: Basic and Diluted
 
$
(0.00
)
 
$
(0.00
)
                 
Weighted Average Shares Outstanding: Basic and Diluted
   
720,802,346
     
500,044,575
 
                 
Comprehensive Income (Loss):
               
Net loss
 
$
(117,304
)
 
$
(68,160
)
Effect of foreign currency translation
   
(51,216
)
   
15,227
 
Comprehensive Loss
 
$
(168,520
)
 
$
(52,933
)

 

See accompanying notes to the financial statements

 

 
F-2

 

GMCI Corp.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
  
   
Three Months Ended
March 31,
 
   
2016
   
2015
 
CASH FLOW FROM OPERATING ACTIVITIES:
           
Net Loss
 
$
(117,304
)
 
$
(68,160
)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
               
Depreciation
   
11,463
     
6,747
 
Rent expenses contributed as additional paid in capital
   
358
     
-
 
Imputed interest contributed as additional paid in capital
   
21,404
     
-
 
Changes in operating assets and liabilities:
               
Other receivable and deposits
   
743
     
360
 
Accounts Payable and accrued liabilities
   
(13,542
)
   
-
 
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
   
(96,878
)
   
(61,053
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Advanced payment on mineral trading – related party
   
(614,226
)
   
-
 
Plant and equipment
   
(4,492
)
   
(2,386
)
NET CASH USED IN INVESTING ACTIVITIES
   
(618,718
)
   
(2,386
)
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Advances, related parties, minertal trading
   
614,226
     
66,752
 
Advances, related parties, operating expenses     98,780          
Cash acquired via reverse acquisition
   
-
     
35
 
NET CASH PROVIDED BY FINANCING ACTIVITIES
   
713,006
     
66,787
 
                 
Effects of changes in foreign exchange rate
   
546
     
465
 
                 
NET CHANGE IN CASH
   
(2,044
)
   
3,813
 
CASH AT BEGINNING OF PERIOD
   
17,334
     
13,297
 
CASH AT END OF PERIOD
 
$
15,290
   
$
17,110 
 
                 
Cash Paid during the year for:
               
Interest
 
$
-
   
$
-
 
Income Taxes
 
$
-
   
$
-
 
                 
Non-Cash financing and investing activities:
               
Other receivable and deposits acquired per reverse merger
 
$
-
   
$
(6,000
)
Accounts payable and accrued liabilities acquired per reverse merger
   
-
     
9,448
 
Convertible notes acquired per reverse merger
   
-
     
195,000
 
Amounts due to related parties acquired per reverse merger
   
-
     
47,043
 
    Convertible note released and contributed to additional paid in capital
   
-
     
(195,000
)
    Accrued interest contributed to additional paid in capital
   
-
     
(6,999
)
    Deposit to acquire plant and equipment transfer to plant and equipment
   
19,747
     
-
 
   
$
19,747
   
$
43,492
 


See accompanying notes to the financial statements
 


 
F-3

 

GMCI Corp.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2016

Note 1 – Organization and Summary of Significant Accounting Policies
 
GMCI Corp., formerly Pacific Metals Corp. (“GMCI” or the “Company”) was incorporated in Nevada on June 28, 2006.
 
On March 17, 2015, the Company filed Articles of Merger with the Nevada Secretary of State whereby it entered into a statutory merger with its wholly-owned subsidiary, GMCI Corp., pursuant to Nevada Revised Statutes 92A.200 et. seq. The effect of such merger is that the Company was the surviving entity and changed its name to "GMCI Corp."
 
On March 19, 2015, the Company filed an Issuer Company-Related Action Notification Form with FINRA requesting that the aforementioned name change be effected in the market. The Company also requested that its ticker symbol be changed to "GMCI". On April 16, 2015, FINRA granted approval for the name change and the ticker symbol change.
 
On March 26, 2015, GMCI entered into and closed a Share Exchange Agreement (the "Agreement") with all of the shareholders of SBS Mining Corp. Malaysia Sdn. Bhd., ("SBS") a Malaysian corporation whose primary business is mining and exploration of properties located in Malaysia.  Pursuant to the Share Exchange Agreement, the Company acquired 600,000 shares of capital stock of SBS from the SBS Shareholders and in exchange issued 500,000,000 restricted shares of its common stock to the SBS Shareholders.
 
As a result of the completion of the aforementioned acquisition, SBS is now the Company's wholly-owned subsidiary.  The aforementioned business combination was accounted for as a reverse acquisition and recapitalization using accounting principles applicable to reverse acquisitions whereby the financial statements subsequent to the date of the transaction are presented as a continuation of SBS.  Under reverse acquisition accounting SBS (subsidiary) is treated as the accounting parent (acquirer) and the Company (parent) is treated as the accounting subsidiary (acquiree). All outstanding shares have been restated to reflect the effect of the business combination. As a result of the aforementioned transactions a total of 802,346 shares of the Company’s common stock issued and outstanding at December 31, 2014 are reflected as part of the recapitalization transactions impacted March 26, 2015, in our Statements of Stockholder’s Equity (Deficit).
 
SBS is a producer of metal ore and is focused on producing iron ore, bauxite and tin ore. Currently SBS is principally engaged in the prospecting of minerals and ultimately the mining of minerals upon successful exploration.  As of March 31, 2016 SBS is not yet generating revenues as a result of its mineral exploration and ore acquisition efforts, however SBS has paid initial deposits in order to commence a mineral trading business (See Note 2), which have resulted in revenues during the quarter ended March 31, 2017.  Essentially all of the Company’s property, plant and equipment assets are held in Malaysia.  The functional currency of the Company’s Malaysian subsidiary, SBS, is the ringgit.  During 2016, the ringgit was subject to significant swings in value against the US dollar.  Those swings were most pronounced close to the quarter end periods.  Balance sheet amounts under ASC 830 for companies who translate their function currency into a reporting currency, as the Company does for SBS, are translated at the period end rate, while amounts recorded to the statement of operations are translated at the period average rate, these period end fluctuations have cause significant difference between these translation amounts.  Because of this, the Company has included in the table below the effect of these foreign currency translation changes.
 
Principals of Consolidation
 
The Condensed Consolidated financial statements include the accounts of GMCI and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated.
 
Basis of Presentation
 
The unaudited interim Condensed Consolidated financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all information and footnotes required by GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2015, included in the Company’s Annual Report on Form 10-K, filed on May 24, 2017 with the SEC. The interim unaudited Condensed Consolidated financial statements should be read in conjunction with those audited financial statements included in Form 10-K filed on May 24, 2017. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the transition year ending June 30, 2016.

Reclassification
 
Certain reclassifications have been made to the prior period’s financial statements to conform to the current period’s presentation.

 
F-4

 

GMCI Corp.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2016
 
Note 1 – Organization and Summary of Significant Accounting Policies (cont’d)
 
Significant Accounting Principles
 
Use of Estimates and Assumptions.
 
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results when ultimately realized could differ from these estimates.
 
Cash and Cash Equivalents
 
The company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.  At March 31, 2016 and December 31, 2015 cash includes cash on hand and cash in the bank.
 
Fair Value of Financial Instruments
 
The carrying value of financial instruments including cash and cash equivalents, receivables, prepaid expenses, accounts payable and accrued expenses, approximates their fair value due to the relatively short-term nature of these instruments.
 
Foreign Currencies
 
Functional and presentation currency - Items included in the Condensed Consolidated financial statements of each of the Company and its subsidiary are measured using the currency of the primary economic environment in which the entity operates (the ‘functional currency’). The Condensed Consolidated financial statements are presented in US Dollars, which is the Company’s functional and presentation currency. The functional currency of the Company’s subsidiary is the Malaysian Ringgit.
 
Transactions and balances - Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at quarter end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of operations.
 
Subsidiaries The results and financial position of the subsidiary that has a functional currency different from the presentation currency are translated into the presentation currency as follows:
 
i) assets and liabilities are translated at the closing rate at the date of the balance sheet;
ii) income and expenses are translated at average exchange rates;
iii) all resulting exchange differences are recognized as other comprehensive income, a separate component of equity.
 
Plant and equipment and depreciation
 
Plant and equipment are stated at cost less accumulated depreciation and impairment loss, if any. Depreciation is calculated on straight line basis to write off the cost of plant and equipment over their expected useful lives at the following annual rates:
 
Motor Vehicles
   
20
%
Office equipment
   
33
%
Tools and equipment
   
33
%
Computer and software
   
33
%
Leasehold improvements
   
Term of lease
 
 

 
F-5

 

GMCI Corp.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2016
 
Note 1 – Organization and Summary of Significant Accounting Policies (cont’d)
 
Mineral Properties
 
The Group is primarily engaged in the business of the acquisition, exploration, development, mining, and production of mineral properties and or resources, with a current emphasis on iron ore, bauxite and tin.  Mineral claims and other property acquisition costs are capitalized as incurred.  Such costs are carried as an asset of the Group until it becomes apparent through exploration activities that the cost of such properties will not be realized through mining operations.  Mineral exploration costs are expensed as incurred, and when it becomes apparent that a mineral property can be economically developed as a result of establishing proven or probable reserve, the exploration costs, along with mine development costs, are capitalized.  The costs of acquiring mineral claims, capitalized exploration costs, and mine development costs are recognized for depletion and amortization purposes under the units-of-production method over the estimated life of the probable and proven reserves.  If mineral properties, exploration, or mine development activities are subsequently abandoned or impaired, any capitalized costs are charged to operations in the current period.
 
Exploration expenditures

Exploration, acquisition (except for property purchase costs), and general and administrative costs related to exploration projects and prospecting activities are charged to expense as incurred. As at June 30, 2014 the Group had completed its prospecting activities in relation to certain iron ore resources, at which time all associated overhead pending the extraction of the resource in place has been allocated to general operating expense, save certain annual expenses for permitting and licensing of the property which are recorded  as they may occur in the current period. Exploration expenses in the three months ended March 31, 2016 and 2015 were $Nil.
 
Impairment of Long-Lived Assets
 
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. During the three months ended March 31, 2016 and 2015, there was no impairment of long-lived assets.
 
Income Taxes
 
The company accounts for income taxes in accordance with ASC Topic 740, Income Taxes.  This statement prescribes the use of the asset and liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.
 
Loss Per Share
 
The company follows the provisions of ASC Topic 260, Earnings per Share.  Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period.  Basic and diluted losses per share are the same as all potentially dilutive securities are anti-dilutive.
 
Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock or conversion of notes into shares of the company’s common stock that could increase the number of shares outstanding and lower the earnings per share of the company’s common stock.  This calculation is not done for periods in a loss position as this would be antidilutive.  As of March 31, 2016, and 2015, there were no stock options or stock awards that would have been included in the computation of diluted earnings per share that could potentially dilute basic earnings per share in the future.
 

 
F-6

 

GMCI Corp.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2016

Note 2 –Advance Payment on Mineral Trading – Related Party

During the three months ended March 31, 2016 the Company’s subsidiary, SBS, advanced $636,699 (MYR$2,504,769) to Sincere Pacific Mining(M) Sdn. Bhd. (“Sincere”) (see Note 7), a related party corporation by virtue of directors in common, for the purpose of commencing bauxite trading and financing activities.

During the three month period ended March 31, 2016 SBS and Sincere have verbally agreed to work in partnership to acquire and arrange transport for stockpiled bauxite shipments to Mainland China. Services required for the loading, processing and transport of bauxite from mine sites to the port will be provided by SBS and Sincere directly.  As at March 31, 2016 the Company has advanced proceeds for the purpose of securing mineral resources for shipment.  Sincere has agreed to manage all labor, processing, transport and export of the ore.  Funds advanced by SBS will be used for the continuing purchase of minerals for transport over the course of several planned shipments.  SBS does not intend to take physical possession of the minerals at any time. It has been agreed between the parties that SBS shall receive a commission based on gross washed bauxite tonnage of up to 20,000 tonnes per shipment. Thereafter, if successful, the two parties will enter a formal agreement with respect to further shipments under newly negotiated terms .  SBS does not expect the initial advances made to Sincere to be returned until several shipments of ore have been completed.
 
Further it is anticipated that the sales price obtained by Sincere for unwashed bauxite will total gross US$24.50 per dry, delivered metric tonne, free on board stowed and trimmed, subject to certain penalties or bonus based on the percentage of certain mineral compounds present, primarily aluminum oxide and silicon dioxide. Sincere will issue payment to SBS upon successful conclusion of shipments, at an agreed $1 USD per delivered dry tonne, net any applicable fees such as storage. It is anticipated that the Company will continue to conduct its bauxite trading activities under these verbal terms of agreement until such time as deposits advanced to commence trading operations are recovered.  Subsequently the parties intend to formalize a written agreement for future mineral trading activities.  The Company and Sincere have secured up to 1.8 million gross tonnes of material for processing as of March 31, 2016.
 
Note 3 – Plant and Equipment

   
December 31, 2015
   
Additions
   
FX changes
   
March 31, 2016
 
Cost
                       
Motor Vehicles
 
$
96,363
   
 $
  -    
$
8,823
   
$
105,186
 
Office equipment
   
6,657
   
5,810
     
1,090
     
13,557
 
Computers and software
   
5,846
        -      
535
     
6,381
 
Tools and equipment
   
494
        -      
45
     
539
 
Leasehold improvements
   
-
     
18,429
     
1,528
     
19,957
 
   
$
109,360
   
$
24,239
   
$
12,021
   
$
145,620
 

   
December 31, 2015
   
Additions
   
FX changes
   
March 31, 2016
 
Accumulated depreciation
                       
Motor Vehicles
 
$
44,191
   
$
4,937
   
$
4,368
   
$
53,496
 
Office equipment
   
4,190
     
1,563
     
487
     
6,240
 
Computers and software
   
3,090
     
460
     
311
     
3,861
 
Tools and equipment
   
303
     
42
     
30
     
375
 
Leasehold improvements
      -      
4,461
     
291
     
4,752
 
   
$
51,774
   
$
11,463
   
$
5,487
   
$
68,724
 

   
March 31, 2016
   
December 31, 2015
 
Carrying Value
           
Motor Vehicles
 
$
51,690
   
$
52,172
 
Office equipment
   
7,317
     
2,467
 
Computers and software
   
2,520
     
2,756
 
Tools and equipment
   
164
     
191
 
Leasehold improvements
   
15,205
     
-
 
   
$
76,896
   
$
57,586
 



 
F-7

 

GMCI Corp.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2016

Note 3 – Plant and Equipment (cont’d)

Essentially all of the Company’s property, plant and equipment assets are held in Malaysia.  The functional currency of the Company’s Malaysian subsidiary, SBS, is the ringgit.  During 2016, the ringgit was subject to significant swings in value against the US dollar.  Those swings were most pronounced close to the quarter end periods.  Balance sheet amounts under ASC 830 for companies who translate their function currency into a reporting currency, as the Company does for SBS, are translated at the period end rate, while amounts recorded to the statement of operations are translated at the period average rate, these period end fluctuations have cause significant difference between these translation amounts.  Because of this, the Company has included in the table above the effect of these foreign currency translation changes.
 
Note 4 – Prepaid expenses and deposits
 
   
March 31, 2016
   
December 31, 2015
 
             
Sundry receivables
 
$
4,868
   
$
4,471
 
Deposits, including utility, security deposits and to purchase plant and equipment
   
3,635
     
23,194
 
   
$
8,503
   
$
27,665
 

Note 5 – Mineral Licenses

On January 6, 2014 the Company’s subsidiary, SBS, entered into two agreements with unrelated third parties, YM Tengku Dato’ Kalsom Ibni Al-Marhum Sultan Abu Bakar and YM Tengku Dato’ Norazahan Ibni Al-Marhum Sultan Abu Bakar where under SBS was granted, in consideration of all work and fees payable on the underlying lands, a power of attorney granting a license to prospect, extract and monetize iron ore on the following two (2) properties:

NO
Mining Land
Mining Area
(Hectares)
1
Sungai Bekil, Mukim Of Batu Talam, State Of Pahang Darul Makmur, Malaysia
50
2
Sungai Semeriang, Mukim Of Batu Talam, State Of Pahang Darul Makmur, Malaysia
50

The total mining area measures approximately 100 hectares (247 Acres). Under the terms of the agreements the SBS may extract and sell the iron ore subject to the payment of 5% royalties, tributes, and all such other fees and expenses as may be assessed. Concurrently with the aforementioned agreements SBS and each of the respective parties entered into an exclusive operating agreement the terms of which set out terms and conditions for the mining operation including the annual costs of the mineral license, rents and other fees over the two-year term of the mineral license, totaling US$8,295 (RM$31,000) per mining area.

The license expired on January 6, 2016 and SBS does not intend to pursue renewal of the license at this time due to the reduced market price for iron ore.

 
F-8

 

GMCI Corp.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2016

Note 6 – Commitments and Contingencies

 On July 10, 2015, the Company’s subsidiary entered into a two-year lease commencing August 1, 2015 for office premises in Kuala Lumpur.  Under the terms of the lease SBS will pay monthly rent of $695 USD (RM$2,600) and shall be responsible for all monthly utilities.  SBS has paid a deposit of two months’ rent and a deposit for utilities with a cumulative total of $2,087 USD (RM$7,800).   The annual lease commitment, exclusive of utilities is noted below:
 
Fiscal 2016 - US$6,660 (RM$28,600)
Fiscal 2017 - US$7,266 (RM$31,200)
Fiscal 2018 - US$605 (RM$2,600)

Note 7 – Advances from Related Parties / Related Parties Transactions

(a) Amounts advanced by related parties:

   
March 31,
 2016
   
December 31,
2015
 
             
Amounts advanced on behalf of the Company by its Directors
 
$
342,566
   
$
219,792
 
Amounts advanced on mineral trading – related party
   
636,699
     
-
 
Amounts advanced on behalf of the Company by controlling shareholder, LYF & Son Realty Sdn. Bhd.
 
$
596,845
   
$
546,585
 
Advances to the Company by Sincere Pacific Mining(M) Sdn. Bhd. (1)
 
$
-
     
16,122
 
Total
 
$
1,576,110
   
$
782,499
 

(1)  
Sincere Pacific Mining is a company which shares a director in common with SBS.

Further directors of the Company have leased shared office space for corporate operations the cost of which is $358 (MYR$1,500 per quarter), the use of which is provided to the Company free of charge by our directors.  We have recorded the amount as contributed capital.

In the period ended March 31, 2016, the Company was advanced approximately $637,000 by entities with common directors with the Company.  The funds received were used to advance to another related entity for the purpose of setting up a trading operation in the sale and transport of bauxite ore to entities in mainland China (see Note 2).  The advances from the related entities were unsecured and not evidenced by a note.
 
In the three months ended March 31, 2016, the Company has imputed interest at the rate of 6.68% on the advances made to the Company in the amount of $21,404.
 
Note 8 – Equity

Common Stock

The Company’s authorized common stock consists of 4,000,000,000 common shares with par value of $0.001 and 10,000,000 shares of preferred stock with par value of $0.001 per share.

The Company had 500,000,000 common shares issued and outstanding as of December 31, 2014 as a result of the recapitalization and reverse merger transaction described above in Note 3. In addition, as of the transaction date, there were 802,346 common shares issued and outstanding which are reflected as part of the recapitalization.

On June 15, 2015, the Company entered into Subscription Agreements with its President and CEO, Mr. Lok Khing Ming, and Mr. Liew Kin Sing, a resident of Malaysia, whereby the Company sold to Mr. Lok 120 million shares of its common stock and sold to Mr. Liew 100 million shares of common stock. Both sales were priced at the par value of $0.001. Mr. Lok and Mr. Liew paid cash for these shares in July of 2016. As at March 31, 2016 and December 31, 2015, the amounts payable under the aforementioned subscription agreements has been recorded on the balance sheet as “subscription receivable”

As of March 31, 2016, and December 31, 2015 the Company has 720,802,346 shares of common stock issued and outstanding.

 
F-9

 


GMCI Corp.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2016

Note 8 – Equity (cont’d)

Preferred Stock
 
The Company has authorized 10,000,000 shares of preferred stock.  As of March 31, 2016, the Company has no designated or outstanding shares of preferred stock.
 
Instruments Convertible into Common or Preferred Shares
 
As of March 31, 2016, the Company had no instruments outstanding that were convertible into or exercisable into either common or preferred shares of the Company.
 
Note 9 – Subsequent events

During the quarter ended March 31, 2017, the Company earned revenue from its bauxite trading activities (see Note 2  above), and concluded shipments  for a total of 40,000 tonnes of gross washed bauxite (net dry weight of 32,432 tonnes) for net commissions of US$31,887 converted at an agreed fixed rate of conversion to MYR at 4.4 for total proceeds of MYR$140,301.
 
Subsequent to the period, all the Company’s operating expenses estimated to be approximately $650,000  have been paid by related parties in the form of non interest bearing advances, save a total of US$31,887 which is the amount collected from concluded bauxite shipments to date.

 
F-10

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This report contains forward-looking statements. These statements relate to future events or our future financial performance. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Description of Business

The Company

GMCI Corp. (“GMCI,” or the “Company”) was incorporated in the State of Nevada on June 28, 2006, under the name “Pacific Metals Corp.”. On March 17, 2015, the Company changed its name to “GMCI Corp.” by conducting a statutory merger with its wholly-owned subsidiary, GMCI Corp., pursuant to Nevada Revised Statutes 92A.200 et. seq. As a result of such merger, the Company was the surviving entity.

On December 12, 2014, a change in control of the Company occurred by virtue of the company's largest shareholder, Pacific Gold Corp., selling 15,110,823 shares of the Company's common stock to Legacy Fiduciary Services Limited. Such shares represented 75.2% of the Company's total issued and outstanding shares of common stock at the time of the transaction. As part of the sale of the shares, Legacy Fiduciary Services Limited arranged to appoint Mr. Lok Khing Ming as the sole officer and director of the Company at the time.

On January 2, 2015, the Company filed a Certificate of Amendment with the State of Nevada to (a) increase the number of authorized shares of Common Stock from 200 million shares to 4 billion shares; and (b) decrease all of the Company's then issued and outstanding shares of Common Stock at a ratio of one (1) share for every 25 existing shares, with all fractional shares to be purchased by the Company at the price of $0.02 per share (the "Reverse Split"). These actions were taken by the Company's Board of Directors after receiving the written consent of shareholders holding 82.7% of the Company's voting shares.

On March 26, 2015, the Company, entered into a Share Exchange Agreement (the "SBS Agreement") with all of the shareholders of SBS Mining Corp. Malaysia Sdn. Bhd., ("SBS") a Malaysian corporation whose primary business is mining and exploration of properties located in Malaysia.  Pursuant to the Share Exchange Agreement, the Company acquired 600,000 shares of capital stock of SBS from the SBS Shareholders and in exchange issued 500,000,000 restricted shares of its common stock to the SBS Shareholders.

The 600,000 shares of SBS constituted all of the issued and outstanding shares of SBS and were held by a total of three (3) shareholders, including the Company's sole director and Chief Executive Officer, Mr. Lok Khing Ming. Mr. Lok Khing Ming owned ten percent (10%) of SBS, or 60,000 shares. The remaining shares were owned by Mr. Liew Chin Loong (90,000 shares; 15%), who resides in Malaysia and LYF & Son Realty Sdn. Bhd., a Malaysian corporation (450,000 shares; 75%). Pursuant to the Share Exchange Agreement, Mr. Lok received 50 million shares of the Company's common stock; Mr. Liew received 75 million shares; and LYF & Son Realty Sdn. Bhd. received 375 million shares. As a result of the Share Exchange Agreement, SBS became a wholly owned subsidiary of the Company and the Company now carries on the business of SBS as its primary business. The closing of the SBS Agreement occurred on April 23, 2015.

SBS is a producer of metal ore and is focused on iron ore, bauxite and tin ore. Currently SBS is principally engaged in the prospecting of minerals and to carry out the mining of minerals upon successful exploration and the financing of mineral export activities.  The Company is not in actual development or production of any mineral deposits.

CURRENT INVESTMENTS

At the time of the acquisition of SBS by GMCI, SBS held licenses to the following two (2) properties on which it is prospecting for iron ore mining:

NO
Mining Land
Mining Area
(Hectares)
1
Sungai Bekil, Mukim Of Batu Talam, State Of Pahang Darul Makmur, Malaysia
50
2
Sungai Semeriang, Mukim Of Batu Talam, State Of Pahang Darul Makmur, Malaysia
50

The total mining area measures approximately 100 hectares (247 Acres).

In January 2016, the licenses for these concessions expired.  As a result of the present lack of economic viability in the marketing of iron ore, Management determined not to renew these licenses on expiry.

At the time that the SBS Agreement was concluded (approximately the second quarter of 2015), the market price for iron ore was between $45 and $65. SBS believed that there would be a downward trend for iron ore prices and eventually the market price fell below $45 in December 2015. Therefore, SBS Mining commenced a plan to move into financing bauxite mining and trading in the surrounding area. During the period SBS advanced $636,699 (MYR$2,504,769) to Sincere Pacific Mining(M) Sdn. Bhd. (“Sincere”), a related party corporation by virtue of directors in common, for the purpose of commencing bauxite trading and financing activities.

At the time SBS commenced a plan to move into financing bauxite mining and trading, SBS believed that shipments and demand for bauxite would increase, as illustrated by the fact that China imported 14 times more bauxite from Malaysia in November 2014 than in March 2014, after an export ban in Indonesia stopped supplies of the ore to the world's biggest consumer of industrial metals.

Bauxite mines are springing up in Malaysia and shipping an ever-increasing amount of the raw material used for the production of aluminum to China, helping fill a gap since Indonesia banned ore exports in January 2015 in a bid to encourage value-added processing at home.

China will need around 130 million tonnes of bauxite next year to feed its fast-growing aluminum industry and must import about 36.8 million of that, according to consultancy CRU. "Definitely bauxite imports from Malaysia will increase significantly next year," said Wan Ling, an analyst with CRU in Beijing, forecasting the country's shipments to China could reach 10 million tonnes. During the first nine (9) months of 2014, Malaysia supplied just 1.27 million tonnes to China and that was 12 times more than the 105,000 tonnes shipped in the same period of 2013. 
 
 
3

 
 
Plan of Operations
Results of Operations
 
During the three months ended March 31, 2016 the Company’s subsidiary, SBS, advanced $636,699 (MYR$2,504,769) to Sincere Pacific Mining(M) Sdn. Bhd. (“Sincere”) (see Note 7), a related party corporation by virtue of directors in common, for the purpose of commencing bauxite trading and financing activities.

During the three month period ended March 31, 2016 SBS and Sincere have verbally agreed to work in partnership to acquire and arrange transport for stockpiled bauxite shipments to Mainland China. Services required for the loading, processing and transport of bauxite from mine sites to the port will be provided by SBS and Sincere directly.  As at March 31, 2016 the Company has advanced proceeds for the purpose of securing mineral resources for shipment.  Sincere has agreed to manage all labor, processing, transport and export of the ore.  Funds advanced by SBS will be used for the continuing purchase of minerals for transport over the course of several planned shipments.  SBS does not intend to take physical possession of the minerals at any time. It has been agreed between the parties that SBS shall receive a commission based on gross washed bauxite tonnage of up to 20,000 tonnes per shipment. Thereafter, if successful, the two parties will enter a formal agreement with respect to further shipments under newly negotiated terms .  SBS does not expect the initial advances made to Sincere to be returned until several shipments of ore have been completed.
 
Further it is anticipated that the sales price obtained by Sincere for unwashed bauxite will total gross US$24.50 per dry, delivered metric tonne, free on board stowed and trimmed, subject to certain penalties or bonus based on the percentage of certain mineral compounds present, primarily aluminum oxide and silicon dioxide. Sincere will issue payment to SBS upon successful conclusion of shipments, at an agreed $1 USD per delivered dry tonne, net any applicable fees such as storage. It is anticipated that the Company will continue to conduct its bauxite trading activities under these verbal terms of agreement until such time as deposits advanced to commence trading operations are recovered.  Subsequently the parties intend to formalize a written agreement for future mineral trading activities.  The Company and Sincere have secured up to 1.8 million gross tonnes of material for processing as of March 31, 2016. 
 
During the quarter ended March 31, 2017, the Company earned revenue from its bauxite trading activities (see Note 2 to the financial statments included above), and concluded shipments  for a total of 40,000 tonnes of gross washed bauxite (net dry weight of 32,432 tonnes) for net commissions of US$31,887 converted at an agreed fixed rate of conversion to MYR at 4.4 for total proceeds of MYR$140,301.
 
Revenues
 
During the quarter ended March 31, 2016, we did not realize any revenues as we did not commence mining activities on our properties due to the depressed value of iron ore, and we let our licenses on the iron ore properties expire without renewal.  Further we had not commenced our bauxite lead financing activities until after the period covered by this quarterly report, although we did advance payments for these activities in the current period.  We expect the first quarter in which we will commence earning revenue will be the quarter ended March 31, 2017.
 
Operating Expenses

Our condensed consolidated expenses for the three-month periods ended March 31, 2016 and 2015 were as follows:

   
Three Months ended March 31, 2016
   
Three Months ended March 31, 2015
 
Operating Expenses
           
Professional fees
    $
47,260
      $
1,383
 
General and administrative
   
48,640
     
66,777
 
Total Operating Expenses
    $
95,900
      $
68,160
 

Our general and administrative expenses include rent, telephone, internet services, banking charges, salaries and miscellaneous office costs.

 The increase in professional fees period over period is predominantly related to legal and accounting fees associated with being a public reporting issuer.  General and administrative expenses declined period over period as the Company reduced payroll for its operating subsidiary as its activities prospecting for iron ore were curtailed.

We expect the general and administrative expenses and professional fees to increase in future periods as we expect to grow our recently acquired bauxite financing business, and also as a result of the addition of management staff  during the fourth quarter of 2016 to help manage growth in the mineral financing business, as well as seek other business opportunities.  The Company is developing plans and aggressively moving towards further acquisition of profitable companies and businesses in order to expand our operations. Further as the Company takes steps to become current in our public reporting obligations, we will incur substantive legal, accounting and filing fees.

Liquidity and Capital Resources

 
At
March 31, 2016
   
At
December 31, 2015
 
           
Current Assets
  $
23,793
      $
44,999
 
Current Liabilities
 
1,650,572
     
869,011
 
Working Capital Deficit
  $
(1,626,779
)     $
(824,012
)

As of March 31, 2016, the Company had total current assets of $23,793 and a working capital deficit of $1,626,779, compared to total current assets of $44,999 and a working capital deficit of $824,012 as of December 31, 2015. The increase in our working capital deficit was due to an increase in advances payable to a related party which allowed us to fund ongoing operations, and to advance funds to a related party to support future mineral trading opportunities, offset by a decrease in accounts payable and accrued liabilities.  Current assets decreased predominantly as a reduction to prepaid items including security deposits and deposits on property and equipment.  A substantive portion of our total assets relate to a deposit paid to a related party entity by our subsidiary, SBS, which is expected to be recovered in fiscal 2017 upon the conclusion of certain mineral trading activities.
 
For the three months ended March 31, 2016, cash used in operating activities totaled $96,878 primarily as a result of a net loss from operations of $117,304 offset by a decrease in accounts payable of $13,542, imputed interest of $21,404 and depreciation expense of $11,463.
 
Net cash used in investing activities was $618,718 as compared to only $2,386 in the prior comparative period as a result of an advance to a related party entity to commence mineral trading operations by the Company’s subsidiary.  Net cash provided by financing activities was $713,006 during the three months ended March 31, 2016 as compared to $66,787 in the prior comparative period, predominantly as a result of advances from related parties to meet shortfalls in our operational overhead and in order to allow investment in our newly commenced mineral trading endeavors.
 
 
4

 
 

For the three months ended March 31, 2016, cash used in operating activities totaled $96,878 primarily as a result of a net loss from operations of $117,304 offset by a decrease in accounts payable of $13,542, imputed interest of $21,404 and depreciation expense of $11,463.
 
Net cash used in investing activities was $618,718 as compared to only $2,386 in the prior comparative period as a result of an advance to a related party entity to commence mineral trading operations by the Company’s subsidiary.  Net cash provided by financing activities was $713,006 during the three months ended March 31, 2016 as compared to $66,787 in the prior comparative period, predominantly as a result of advances from related parties to meet shortfalls in our operational overhead and in order to allow investment in our newly commenced mineral trading endeavors.
 
We are currently dependent upon receiving loans and advances from our shareholders, officers and directors to make operational shortfalls.  While we expect these  amounts to be sufficient to meet our ongoing operating expenses and obligations until such time as the Company can commence generating revenue or can conclude a larger equity based financing, there can be no assurance that continued funding will be available on satisfactory terms.

The Company expects it will need to raise up to $700,000 to fund its proposed operations for the next twelve months, including the proposed operations in the mineral trading business.  It intends to fund operations by a combination of related party advances, loans and equity placements as they become available. The Company will also continue to work with related party entity partnerships to meet its obligations under agreements executed subsequent to March 31, 2016.  The Company commenced revenue generating operations in the period ended March 31, 2017, and has received additional funding of approximatley $650,000 to date from related parties to meet ongoing operational expenses.  During the quarter ended March 31, 2017, the Company earned revenue from its bauxite trading activities (see Note 2 to the financial statments included above), and concluded shipments  for a total of 40,000 tonnes of gross washed bauxite (net dry weight of 32,432 tonnes) for net commissions of US$31,887 converted at an agreed fixed rate of conversion to MYR at 4.4 for total proceeds of MYR$140,301.

Off-balance sheet arrangements

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the Securities and Exchange Commission (‘SEC”).

Critical Accounting Policies
 
The preparation of our condensed consolidated financial statements and notes thereto requires management to make estimates and assumptions that affect the amounts and disclosures reported within those financial statements. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, contingencies, litigation and income taxes. Management bases its estimates and judgments on historical experiences and on various other factors believed to be reasonable under the circumstances. Actual results under circumstances and conditions different than those assumed could result in differences from the estimated amounts in the financial statements.

There have been no material changes to these policies during fiscal 2016.
 
Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

The Company is a smaller reporting Company as defined by Rule 12b-2 of the Securities Act of 1934 and we are not required to provide the information under this item.
 
Item 4.  Controls and Procedures.

Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2016. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the three-month period ended March 31, 2016, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
 
5

 
 
PART II—OTHER INFORMATION
 
Item 1. Legal Proceedings.

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties
 
Item 1A. Risk Factors.

The Company is a smaller reporting Company as defined by Rule 12b-2 of the Securities Act of 1934 and we are not required to provide the information under this item.
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.
.
Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.
 
Item 5. Other Information.

Not applicable.
 
 
6

 
Item 6. Exhibits.
 
Certain of the following exhibits are incorporated by reference from prior filings.  The form with which each exhibit was filed and the date of filing are as indicated below.
 
Item No.
 Description
3.1
Articles of Incorporation of the Registrant incorporated by reference to Exhibit 3.01 to the Registrant’s Form 10-12g, filed on March 27, 2012.
3.2
Articles of Merger dated March 16, 2015, changing the Registrant’s name to GMCI Corp
3.3
Certificate of Amendment dated January 2, 2015, increasing the Registrant’s authorized share capital to 4 billion shares and decreasing its issued and outstanding shares at a ratio of 25:1.
3.3
Bylaws of Registrant incorporated by reference to Exhibit 3.02 to the Registrant’s Form 10-12g, filed March 27, 2012.
10.1
Promissory note from Pacific Gold Corp incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-12g, filed on March 27, 2012.
10.2
Share Exchange Agreement, dated March 26, 2015, incorporated by reference to Exhibit 2.1 to the Registrant’s Form 8-K, filed on April 29, 2015, file number 000-54629.
31.1
Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1)
31.2
Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (1)
32.1
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350). (1)
32.2
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350). (1)
101.CAL
XBRL Taxonomy Extension Calculation Linkbase (1)
101.DEF
XBRL Taxonomy Extension Definition Linkbase (1)
101.INS
XBRL Instance Document (1)
101.LAB
XBRL Taxonomy Extension Label Linkbase (1)
101.PRE
XBRL Taxonomy Extension Presentation Linkbase (1)
101.SCH
XBRL Taxonomy Extension Schema (1)
(1)
Filed herewith electronically
   

 
7

 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
   
GMCI CORP.
 
   
(the "Registrant")
 
       
   
/s/ Calvin Chin
 
   
Name: Calvin Chin
 
   
Title: Chief Executive Officer
 
       
   
Date: June 22, 2017
 
       
   
/s/ M.W. Chan
 
   
Name: M.W. Chan
 
   
Title: Chief Financial Officer
 
       
   
Date: June 22, 2017
 
       
       


 
8