UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

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

 

For the quarterly period ended September 30, 2017

 

or

 

☐   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ______ to ______

 

Commission File Number 000-54828

 

	JADE GLOBAL HOLDINGS, INC.
	(Exact name of registrant as specified in its charter)

 

Florida		45-0966109
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

 

8950 SW 74 Court Suite 2201-A44 Miami, FL		33156
(Address of principal executive offices)		(Zip Code)

 

786-363-0136

(Registrant’s telephone number, including area code)

  

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

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  ☒  YES  ☐  NO

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller 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	☒
		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   ☒  NO

  

There are 12,000,383 shares of common stock issued and outstanding as of October 30, 2017.

 

 

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION.
Item 1.	Financial Statements.		1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		16
Item 4.	Controls and Procedures.		16
PART II – OTHER INFORMATION.
Item 1.	Legal Proceedings.		17
Item 1A.	Risk Factors.		17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		17
Item 3.	Defaults Upon Senior Securities.		17
Item 4.	Mine Safety Disclosures.		17
Item 5.	Other Information.		17
Item 6.	Exhibits.		17
SIGNATURES.			18

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

The following unaudited interim financial statements of Jade Global Holdings, Inc. (referred to herein as the “Company,” “we,” “us” or “our”) are included in this quarterly report on Form 10-Q:

 

Jade Global Holdings, Inc. (formerly Media Analytics Corporation)

 

September 30, 2017

 

Index to the Financial Statements

 

Contents		Page(s)
Balance sheets at September 30, 2017 (Unaudited) and March 31, 2017		2
Statements of operations for the three months and six months ended September 30, 2017 and 2016 (Unaudited)		3
Statements of cash flows for the six months ended September 30, 2017 and 2016 (Unaudited)		4
Notes to the financial statements (Unaudited)		5

 

 

JADE GLOBAL HOLDINGS, INC.

CONDENSED BALANCE SHEETS

   

		September 30, 2017				March 31, 2017
		(Unaudited)
ASSETS
CURRENT ASSETS
Cash and Equivalents		$	632,968			$	945,908
			632,968				945,908
TOTAL ASSETS		$	632,968			$	945,908
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and Accrued Expense		$	5,657			$	504
Due to Related Party			1,135				2,636
TOTAL LIABILITIES			6,792				3,140
COMMITMENTS AND CONTINGENCIES			-				-
STOCKHOLDERS’ EQUITY
Preferred stock, $0.0001 par value, 10,000,000 shares authorized,  0 shares issued and outstanding			-				-
Common stock, $0.0001 par value, 25,000,000 shares authorized,  12,000,383 and 12,000,383shares issued and outstanding at September 30, 2017 and March 31, 2017, respectively			1,200				1,200
Additional paid in capital			1,645,479				1,645,479
Accumulated deficit			(1,020,503	)			(703,911	)
Total Stockholders’ Equity			626,176				942,768
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	632,968			$	945,908

 

 See Accompanying Notes to the Condensed Unaudited Financial Statements

 

 

JADE GLOBAL HOLDINGS, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

 

		For the three Months Ended September 30,								For the Six Months Ended September 30,
		2017				2016				2017				2016
REVENUES:
Revenue		$	-			$	-			$	-			$	-
OPERATING EXPENSES
General and Administrative			119,853				-				262,268				-
Filing Fees			1,744				2,370				3,536				2,370
Transfer Agent Fees			837				-				2,079				-
Professional Fees			37,417				3,944				49,012				8,871
Total Operating Expenses			159,851				6,314				316,895				11,241
LOSS FROM OPERATIONS			(159,851	)			(6,314	)			(316,895	)			(11,241	)
Other Income / (Loss)
Interest Income			136				-				303				-
Total Other Loss			136				-				303				-
NET LOSS BEFORE PROVISION FOR INCOME TAXES			(159,715	)			(6,314	)			(316,592	)			(11,241	)
PROVISION FOR INCOME TAXES			-				-				-				-
NET LOSS		$	(159,715	)		$	(6,314	)		$	(316,592	)		$	(11,241	)
Net loss per share - basic and diluted		$	(0.01	)		$	(0.01	)		$	(0.03	)		$	(0.02	)
Weighted average number of shares outstanding during the period - basic and diluted			12,000,383				500,032				12,000,383				500,032

 

See Accompanying Notes to the Condensed Unaudited Financial Statements

 

 

JADE GLOBAL HOLDINGS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		For the six months ended September 30,
		2017				2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(316,592	)		$	(11,241	)
Changes in operating assets and liabilities:
Decrease / (increase) in accounts payable and accrued expense			5,153				3,230
Decrease / (Increase) in due to related party			(1,501	)			4,800
Net Cash Used In Operating Activities			(312,940	)			(3,211	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net Cash Provided By Investing Activities			-				-
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Cash Provided By Financing Activities			-				-
NET DECREASE IN CASH			(312,940	)			(3,211	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			945,908				3,211
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	632,968			$	-
Supplemental Disclosures of Cash Flow Information
Cash paid for:
Interest expense		$	-			$	-
Income taxes		$	-			$	-

 

See Accompanying Notes to the Condensed Unaudited Financial Statements

 

 

JADE GLOBAL HOLDINGS, INC.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

September 30, 2017

(Unaudited)

 

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

 

Jade Global Holdings, Inc. (formerly Media Analytics Corporation) (the “Company”) was incorporated as FanSport Inc., on March 16, 2011, to develop and provide social gaming mobile applications for fantasy sports enthusiasts. In September 3, 2013, the Company changed its name from FanSport, Inc. to Media Analytics Corporation. The Company was focused on developing or acquiring software that helps companies track their social data. 

 

On December 15, 2016, Media Analytics Corporation the majority shareholders of the Company (the “Sellers”) and certain buyers (the “Purchasers”) entered into a stock purchase agreement (the “Stock Purchase Agreement”), whereby the Purchasers purchased from the Sellers 380,000 (7,600,000 pre-split) shares of common stock, par value $0.0001 per share, of the Company (the “Shares”), representing approximately 75.99% of the issued and outstanding shares of the Company. On December 27, 2016, the Company changed its name to Jade Global Holdings, Inc. The Company intends to engage in the wholesale and retail trade of jade and jade products through retail stores and online web site. In connection therewith, Michael Johnson, the Company’s sole officer and Director, resigned from his positions and named Guoqiang Qian, Scott Silverman and Min Shi as directors, and Guoqiang Qian, Scott Silverman and Min Shi to the positions of President and CEO, Treasurer and CFO and Secretary, respectively.

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Accounting Basis

 

These condensed interim financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, 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 March 31, 2017 included in the Company's Form 10-K filed with the Securities and Exchange Commission. The condensed interim financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the six months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending March 31, 2018.

 

Cash and Cash Equivalents

 

Cash and cash equivalents are reported in the balance sheet at cost, which approximates fair value. For the purpose of the financial statements, cash equivalents include all highly liquid investments with an original maturity of three months or less when purchased.

 

Earnings (Loss) per Share

 

The Company adopted FASB ASC 260, Earnings per Share. Basic earnings (loss) per share is calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share is calculated by dividing the Company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There were no dilutive or potentially dilutive shares outstanding for all periods presented.

  

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

 

Income Taxes

 

The Company adopted FASB ASC 740, Income Taxes, at its inception. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. A full valuation allowance was used and no deferred tax assets or liabilities were recognized as of September 30, 2017 and March 31, 2017, respectively.

 

Fair Value of Financial Investments

 

The fair value of cash and cash equivalents, accounts payable, accrued liabilities, and notes payable approximates the carrying amount of these financial instruments due to their short term maturity.

 

Advertising

 

The Company will expense advertising as incurred. Advertising expense was $0 and $249 for the three months and for the six months ended September 30, 2017 and $0 and $0 for the three months and for the six months ended September 30, 2016, respectively.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 could differ from those estimates.

 

Revenue and Cost Recognition

 

The Company has no current source of revenue; therefore, the Company has not yet adopted any policy regarding the recognition of revenue or cost.

 

Related Parties

 

Related parties, which can be a corporation, individual, investor or another entity are considered to be related if the party has the ability, directly or indirectly, to control the other party or exercise significant influence over the Company in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. The Company has these relationships.

 

Recent Authoritative Accounting Pronouncements

 

The Company has reviewed the Accounting Standards Updates through ASU No. 2017-10 and these updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

 

 

NOTE 3. INCOME TAXES

 

The Financial Accounting Standards Board (FASB) has issued FASB ASC 740-10. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained will be sustained upon examination based upon the technical merits of the position. If the more-likely-than- not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10, and did not have any material unrecognized tax benefits as of September 30, 2017 and March 31, 2017, respectively.

 

The Company files tax returns in the U.S. federal jurisdiction and the state of Florida. Our policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. During the six months ended September 30, 2017 and the year ended March 31, 2017, the Company did not recognize expense for interest or penalties related to income tax, and does not have any amounts accrued at September 30, 2017 and March 31, 2017, as the Company does not believe it has taken any uncertain tax positions.

 

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

At September 30, 2017, the Company had net operating loss carryforwards of approximately $1,017,869, which may be offset against future taxable income through 2037. No tax benefit has been reported in the financial statements because the potential tax benefits of the net operating loss carryforwards of approximately $356,254 are offset by a valuation allowance of the same amount. We are subject to taxation in the United States and the State of Florida. As of September 30, 2017, tax years for 2012 through 2016 are subject to examination by the tax authorities.

 

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. As a result of the change in majority ownership, net operating loss carryforwards may be limited as to future use.

 

NOTE 4. STOCKHOLDERS’ EQUITY

 

Preferred Stock

 

There are 10,000,000 Preferred Shares at $0.0001 par value authorized with none issued and outstanding at September 30, 2017 and March 31, 2017.

  

Common Stock

 

There are 25,000,000 Common shares at $0.0001 par value authorized with 12,000,383 issued and outstanding at September 30, 2017 and March 31, 2017, respectively.

 

 

NOTE 4. STOCKHOLDERS’ DEFICIT - Continued

 

On December 27, 2016, the Board of Directors of the Company approved Articles of Amendment to our Articles of Incorporation which increased the Company’s authorized common shares from 16,666,667 shares, par value $0.0001 to 25,000,000 common shares, par value $0.0001 and affected a reverse stock split of our issued and outstanding common stock on a twenty (20) old for one (1) new basis. No cash was paid or distributed as a result of the reverse stock split and no fractional shares were issued. All fractional shares, which would otherwise be required to be issued as a result of the stock split, were rounded up to the nearest whole share, resulting in an additional 984 shares being issued. There was no change in the par value of our common stock. The split is reflected retrospectively in the accompanying financial statements.

 

The effective date of the reverse stock split was January 30, 2017. Upon the completion of the reverse stock split, the Company had 501,016 issued and outstanding shares of common stock, which represented a decrease of 9,499,613 shares over its prior total of 10,000,629 issued and outstanding shares of common stock. The reverse split is reflected retrospectively in the accompanying financial statements. 

 

On March 13, 2017, the Company sold 9,764,009 common shares at US$0.0922 per share.

 

On March 13, 2017, our CEO converted a loan in the amount of $160,000 into 1,735,358 shares of common stock at a price of $0.0922 per share.

 

NOTE 5. RELATED PARTY TRANSACTIONS AND DUE TO RELATED PARTY

 

The officers and directors of the Company are involved in business activities outside of the Company and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

 

Effective December 27, 2016, the former CEO of the Company resigned and a new director was appointed for the position.

 

In connection with a certain Stock Purchase Agreement between the Company, the CEO and several purchasers, the previous CEO of the company forgave $139,881 of advances to the Company. The Company classified the $139,881 as a capital contribution. Also in connection with the Stock Purchase Agreement, the sole officer and director of the Company resigned and new officers and directors were appointed to the positions of President and CEO, Treasurer and CFO, and Secretary.

 

On December 27, 2016, the Company’s CEO loaned the Company $160,000 to fund operations. The loan was due on demand and bore no interest. On March 13, 2017, the loan was converted into 1,735,358 shares of common stock at a price of $0.0922 per share.

 

During the three months ended September 30, 2017, $30,000 and $0and during the six months ended September 30, 2016, $60,000 and $0 in consulting fees were paid to EverAsia Financial Group, Inc, a company beneficially owned or controlled by Scott Silverman, our Chief Financial Officer and Director.

 

During the three months ended September 30, 2017, $42,000 and $0 and during the six months ended September 30, 2016, $$76,858 and $0 in consulting fees were paid to Forbstco International, LLC, a company beneficially owned or controlled by Min Shi, our Secretary and Director.

 

On August 7, 2017, the Company’s CEO advanced $1,135 to the Company to pay for the registration fee to obtain the license for our Chinese WFOE. The loan bears no interest, and is payable on demand.

 

The Company owed $1,135 and $2,636 to Related Parties at September 30, 2017 and March 31, 2017, respectively.

 

NOTE 6. CONCENTRATIONS OF RISKS

 

Cash Balances

 

The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (FDIC). All other deposit accounts at FDIC-insured institutions are insured up to at least $250,000 per depositor. Our cash balance at September 30, 2017 and March 31, 2017 was in excess of the FDIC insurance threshold.

 

NOTE 7. SUBSEQUENT EVENTS

 

Management has evaluated subsequent events through the date the Statements were issued and there are no subsequent events that would require adjustment to or disclosure in the Statements.

 

 

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

 

Forward-Looking Statements

 

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “could”, “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable laws, including the securities laws of the United States, we do not intend to update any of the forward-looking statements so as to conform these statements to actual results.

 

Our unaudited financial statements are stated in U.S. dollars and are prepared in accordance with generally accepted accounting principles in the United States. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report.

 

As used in this current report and unless otherwise indicated, the terms “we”, “us”, “our” and “our company” mean Jade Global Holdings Inc. (f/k/a Media Analytics Corporation), a Florida corporation, unless otherwise indicated.

 

 

Corporate Overview

 

We were incorporated in the State of Florida on March 16, 2011 under the name FanSport, Inc. Our company’s goal was to develop social media tools and solutions to enable advertisers, publishers and agencies in the North American and United Kingdom (including the Republic of Ireland) markets to gather deep social intelligence, generate true engagement and simplify promotional management. Our company was the official reseller of Klarity for the U.S. and U.K. markets. Klarity provides detailed comparative metrics from the widest range of social platforms, and provides the added uniqueness for western marketers to gain insights into the social behavior of Asian consumers.

 

On January 31, 2013, our board of directors approved a 20 for 1 forward stock split of our issued and outstanding common stock. As disclosed in the Information Statement on Schedule 14C as filed with the SEC on February 12, 2013, on February 11, 2013, our majority shareholder consented to this action. In conjunction therewith, we filed Articles of Amendment to our Articles of Incorporation with the Secretary of State of Florida, which became effective on February 27, 2013. The forward split became effective with the Over-the-Counter Bulletin Board at the opening of trading on February 25, 2013.

 

On September 17, 2013, our board of directors and a majority of our stockholders approved a change of name of our company from FanSport, Inc. to Media Analytics Corporation. Articles of Amendment to Articles of Incorporation were filed with the Florida Secretary of State on August 28, 2013, with an effective date of September 3, 2013.

 

The name change was approved by the Financial Industry Regulatory Authority (FINRA) and became effective with the Over-the-Counter Bulletin Board at the opening of trading on September 3, 2013 under the symbol “MEDA”.

 

On October 3, 2014, our board of directors approved a forward stock split by way of a stock dividend. In connection with the stock split, shareholders on record as of November 10, 2014, received two (2) shares of common stock for each one (1) share of common stock held on November 10, 2014. The pay-out date as approved by our board of directors and Financial Industry Regulatory Authority was November 10, 2014. Upon completion of the stock split, our issued and outstanding shares increased from 100,000,000 shares of common stock to 300,000,000 shares of common stock with a par value of $0.0001.

 

On February 26, 2016, our company’s board of directors, and a majority of our stockholders approved by resolution, a reverse stock split of our authorized and issued and outstanding shares of common stock on a thirty (30) old for one (1) new basis. Articles of Amendment to the Articles of Incorporation for the reverse stock split were filed and became effective with the Florida Secretary of State on March 22, 2016. Consequently, our authorized share capital decreased from 500,000,000 shares of common stock to 16,666,667 shares of common stock and correspondingly, our issued and outstanding shares of common stock decreased from 300,000,000 to 10,000,629 shares of common stock, all with a par value of $0.0001. The reverse split became effective with the OTC Markets at the opening of trading on March 30, 2016.

 

On December 27, 2016, the Board of Directors of the Company approved Articles of Amendment to our Articles of Incorporation which increased the Company’s authorized common shares from 16,666,667 shares, par value $0.0001 to 25,000,000 common shares, par value $0.0001 and effected a reverse stock split of our issued and outstanding common stock on a twenty (20) old for one (1) new basis. No cash was paid or distributed as a result of the reverse stock split and no fractional shares were issued. All fractional shares, which would otherwise be required to be issued as a result of the stock split, were rounded up to the nearest whole share, resulting in an additional 984 shares being issued. There was no change in the par value of our common stock. The effective date of the reverse stock split was January 30, 2017. Upon the completion of the reverse stock split, the Company had 501,016 issued and outstanding shares of common stock, which represented a decrease of 9,499,613 shares over its prior total of 10,000,629 issued and outstanding shares of common stock. The reverse split is reflected retrospectively in the accompanying financial statements.

 

Our business and registered office is located at 8950 SW 74 Court, Suite 2201 A44, Miami, FL 33156. 

 

Recent Development

 

Change of Control

 

On December 15, 2016, the Company, Michael J. Johnson, the former majority shareholders of the Company (the “Seller”) and certain buyers represented by EverAsia Financial Group, Inc. (the “Purchasers”) entered into a stock purchase agreement (the “Stock Purchase Agreement”), whereby the Purchasers purchased from the Seller 7,600,000 shares of common stock, par value $0.0001 per share, of the Company (the “Shares”), representing approximately 75.99% of the issued and outstanding shares of the Company (the “Change of Control”), for an aggregate purchase price of $175,000 (the “Purchase Price”). The closing of the transaction occurred on December 21, 2016 (“Closing Date”). As a result of the Change of Control, Mr. Qian has obtained majority interest of the Company.

 

In connection with the Change of Control, Mr. Guoqiang Qian, Scott Silverman and Min Shi was each appointed an officer and director of the Company.

 

Name Change

 

On December 27, 2016, our board of directors and a majority our shareholders approved a change of name of our company from Media Analytics Corporation to Jade Global Holdings, Inc. Articles of Amendment to Articles of Incorporation were filed with the Florida Secretary of State on January 31, 2017, with an effective date of January 31, 2017.

 

 

Reverse Stock Split and Change in Capitalization

 

On December 27, 2016, our company’s board of directors, and a majority of our stockholders approved by resolution, a reverse stock split of our issued and outstanding shares of common stock on a twenty (20) old for one (1) new basis and an increase of our authorized stock to 25,000,000 shares. Articles of Amendment to the Articles of Incorporation for the reverse stock split were filed and became effective with the Florida Secretary of State on January 31, 2017. Consequently, our authorized share capital increased from 16,666,667 shares of common stock to 25,000,000 shares of common stock and correspondingly, our issued and outstanding shares of common stock decreased from 10,000,629 to 500,032 shares of common stock, all with a par value of $0.0001. Articles of Amendment to the Articles of Incorporation for the reverse stock split and application for a new trading symbol were filed with FINRA on January 31, 2017 and was effective with FINRA and OTC Markets on the opening of trading on April 3, 2017.

 

On March 13, 2017, we entered into certain stock purchase agreements with ten (10) non-U.S. investors, as defined under the Securities Act of 1933, as amended, pursuant to Regulation S of the Securities Act. In accordance with the SPAS, the Company sold and the Non-U.S. Investors purchased an aggregate of 9,476,525 shares of Company’s common stock $0.0001 par value per share for an aggregate of $873,500, or at $0.0922 per share. Pursuant to the agreements, the Non-U.S. Investors shall receive restricted shares that are subject to Rule 144 of the Securities Act. The agreements contain customary representations and warranties by the Company and the purchasers.

 

On March 13, 2017, we entered into a certain stock purchase agreement with our CEO, a non-U.S. investor, as defined under the Securities Act of 1933, as amended, pursuant to Regulation S of the Securities Act. In accordance with the SPA, the Company sold and our CEO converted a loan to the Company of $160,000 into an aggregate of 1,735,358 shares of Company’s common stock $0.0001 par value per share at $0.0922 per share. Pursuant to the agreements, our CEO shall receive restricted shares that are subject to Rule 144 of the Securities Act. The agreement contains customary representations and warranties by the Company and the purchaser.

 

On March 13, 2017, we entered into a certain stock purchase agreement with EverAsia Financial Group, Inc. pursuant to which the Company offered and sold 287,484 shares of Common Stock for $26,500, or at $0.0922 per share. Pursuant to the agreement, EverAsia Financial Group, Inc. shall receive restricted shares that are subject to Rule 144 of the Securities Act. The agreement contains customary representations and warranties by the Company and the purchasers.

 

Plan of Operation

 

Jade Global Holdings intends to increase global awareness and ownership of jade globally. Until Jade Global Holdings’ entry into the global jade trade, there has been no centralized market for trading of jade and jade products. The traditional distribution channels involved working through purchasing agents, traveling around the world in search of inventory or purchasing finished jade jewelry products from often disreputable wholesalers. The Company intends to grow Jade Global Holdings into a vertically integrated global company that will comprise of international mining operations, jewelry design and manufacturing, Business-to-business (“B2B”) eCommerce wholesale trade, bricks and mortar membership only jade trading centers, global depository and one or more online jade trading platforms.

 

The Company believes that in order to educate and tempt buyers globally, it must maintain a modified storefront presence. Specifically, Jade Global Holdings intends to open showrooms in strategic locations around the world where it will display its products. All purchases would be completed via internet kiosks located in the showrooms. Jade Global Holdings’ intends to make its Jaedo® website and JadeExchange® trading platform accessible via these kiosks, and all products ordered would be drop shipped directly to the customer. The Company intends to follow a multi-stage strategy to increase awareness and increase sales of this precious stone.

 

1.

The Company intends to build Membership Trade Centers in China, which will allow it to have a foothold, as well as to monitor trends, in the biggest market for jade in the world.

 

 

2.

The Company plans to build the JadeExchange® global online trading platform, which will allow for collectors and investors to purchase partial ownership shares in Jade Units (JU’s), which, in turn, will own expensive museum quality collectors pieces.

 

3.

The Company plans to open JadeUnit® centers in London, Dubai, Sydney and Toronto.  These four world-renowned money centers will give us broad access to investors and traders who have an interest in jade.  As necessary, the Company intends to open additional JadeUnit® centers to gain access to an even larger audience.

 

4.

The Company plans to launch its Jaedo.com® B2B and B2C eCommerce website, which will allow its customers to not only purchase jade products, but also to sell it back in repurchase transactions, much like the spot market for gold and diamonds.

 

On July 20, 2017, Jade Global Holdings received approval from the PRC government to form a Wholly Foreign Owned Entity, or WFOE, in China which the Company plans to utilize to establish JV’s to open wholly-owned jade trading clubs in the People’s Republic of China. The shopping experience will be unlike that in any existing traditional retail jewelry store. Instead, Jade Global Holdings’ stores will include a retail showroom and a private viewing room with a museum-like setting displaying a rotating collection of museum quality pieces where patrons may examine or purchase higher value items. The Company intends to decorate in a tasteful blend of Western and Eastern aesthetics to appeal to all customers, while reminding customers of the Asian spirituality of Jade. As of September 30, 2017, the WFOE has not yet been formed and operations have not commenced.

 

In addition to the Company’s retail stores, Jade Global Holdings intends to also include VIP “back rooms” in its outlets, where suitably qualified customers can, by appointment only, view specific “Investment Grade” Jade jewelry pieces for purchase. The Company also intends to feature large TV monitors displaying our JadeShares® Online Trading Platform with live pricing and sales data. The lounges would have full VIP services and personal assistants to cater to the Company’s high net worth clients and would have armed guard security on duty at all times. Finally, the Company plans to build each showroom with an “educational area” with some “Gem Quality” Jade on display and Audio/Visual presentations of history of Jade and its importance in Chinese culture. The Company intends to set itself apart from other jade retailers in that it plans to not only sell jade and jade products, but buy them as well. Much like the spot market for other precious metals and stones, such as gold, platinum or diamonds, customers would have a guarantee that they will be able to sell their jade easily at market prices.

 

The Jade Global Holdings brand will endeavor to offer trendy, hip products for all ages. The Company plans to supply medium quality and high quality “designer” Jewelry to appeal to every taste. In addition to jewelry, the Company will also sell high quality and museum quality collectibles. Finally, the Company plans to sell bulk jade on a wholesale basis to jewelry designers, artisans, investors and collectors.

 

Jade Global Holdings plans to purchase jade from trusted supply chains located in the biggest jade producing regions of the world, including China, Korea and Canada. The Company also plans to purchase jade from customers as part of its Buyback Guarantee program, ensuring a constant stream of investment grade jade products in addition to the investment, high end and commercial grade jade and jade products purchased from resale through its wholesale channels.

 

Jade Global Holdings plans to utilize famous jewelry designers from around the world to create unique pieces of jewelry for all price points, as well as for mass production and resale through its wholesale business-to-business channels. Additionally, the Company intends to commission artisans to create valuable collectibles for sale on its Global Trading Platform and in its stores. Finally, the Company may employ jade jewelry designers in its stores who can create beautiful, one-of- a-kind custom Jewelry for its customers while they wait, giving them an added appreciation of the beautiful jade pieces being created.

 

Our current principal office and mailing address is 8950 SW 74 Court, Suite 2201 A44, Miami, FL 33156. Our telephone number is (786) 363-0136.

 

 

Results of Operations

 

The following summary of our results of operations should be read in conjunction with our unaudited interim financial statements for the three and six months ended September 30, 2017 and 2016.

    

Our operating results for the three and six months ended September 30, 2017 and 2016 are summarized as follows:

 

		Three Months Ended								Six Months Ended
		September 30,								September 30,
		2017				2016				2017				2016
Revenue		$	-			$	-			$	-			$	-
General and Administrative		$	119,853			$	-			$	262,268			$	-
Filing Fees		$	1,744			$	2,370			$	3,536			$	2,370
Transfer agent fees		$	837			$	-			$	2,079			$	-
Professional fees		$	37,417			$	3,944			$	49,012			$	8,871
Loss from Operations		$	(159,851	)		$	(6,314	)		$	(316,895	)		$	(11,241	)
Other Income		$	136			$	-			$	303			$	-
Net Loss		$	(159,715	)		$	(6,341	)		$	(316,592	)		$	(11,241	)

 

Results of Operations – Three Months ended September 30, 2017 and 2016

 

No revenue has been generated by the Company for the three months ended September 30, 2017 and 2016.

 

We incurred $119,853 in general and administrative expenses for the three months ended September 30, 2017, compared to $0 for the three months ended September 30, 2016. The substantial increase is due to the hiring of several consultants, establishment of an office and general increase in business operations. We incurred $1,744 in expenses from filings fees for the three months ended September 30, 2017, compared to $2,370 for the three months ended September 30, 2016. The decrease is negligible and just a fluctuation based on incremental adjustments due to changes in the number and frequency of filings during the period. We also incurred $837 in fees from the transfer agent for the three months ended September 30, 2017, compared to $0 for the three months ended September 30, 2016. The increase in this expense is mainly attributable to increased fees related to the monthly costs of maintaining our stock ledger and other related costs. Lastly, we incurred $37,417 in professional fees for the three months ended September 30, 2017, compared to $3,944 for the three months ended September 30, 2016. The significant increase is primarily due to increased legal fees related to research for establishing our international operations.

 

Due to the factors described above, our operating expenses for the three months ended September 30, 2017 were $159,851 compared to operating expenses of $6,314 for the three months ended September 30, 2016. 

 

The Company’s net loss for the three months ended September 30, 2017 was $159,715, compared to $6,314 for the three months ended September 30, 2016.

 

Results of Operations – Six Months ended September 30, 2017 and 2016

 

No revenue has been generated by the Company for the six months ended September 30, 2017 and 2016.

 

We incurred $262,268 in general and administrative expenses for the six months ended September 30, 2017, compared to $0 for the six months ended September 30, 106. The substantial increase is due to the hiring of several consultants, establishment of an office and general increase in business operations. We incurred $3,536 in expenses from filings fees for the six months ended September 30, 2017, compared to $2,370 for the six months ended September 30, 2016. The increase is negligible and just a fluctuation based on incremental adjustments due to changes in the number and frequency of filings during the period. We also incurred $2,079 in fees from the transfer agent for the six months ended September 30, 2017, compared to $0 for the six months ended September 30, 2016. The increase in this expense is mainly attributable to increased fees related to the monthly costs of maintaining our stock ledger and other related costs. Lastly, we incurred $49,012 in professional fees for the six months ended September 30, 2017, compared to $8,871 for the six months ended September 30, 2016. The significant increase is primarily due to increased legal fees related to research for establishing our international operations.

 

Due to the factors described above, our operating expenses for the six months ended September 30, 2017 were $316,895 compared to operating expenses of $11,241 for the six months ended September 30, 2016. 

 

 

The Company’s net loss for the six months ended September 30, 2017 was $316,592, compared to $11,241 for the six months ended September 30, 2016.

 

Liquidity and Capital Resources

 

For the six months ended September 30, 2017, the net cash used in operating activities was $312,940 compared with $3,211 used by operating activities for the six months ended September 30, 2016. The change is related to the change in operations from developing our new business plan. For the six months ended September 30, 2017 and September 30, 2016, the net cash used in investing activities was $0 and $0, respectively. The net cash provided by financing activities was $0 for the six months ended September 30, 2017 compared with $0 for the six months ended September 30, 2016. The Company had a total cash balance of $632,968 as of September 30, 2017.

 

The following is a summary of the Company’s cash flows provided by (used in) operating, investing, and financing activities for the three and six months ended September 30, 2017:

 

		For the Three Months ended September 30, 2017				For the Three Months ended September 30, 2016
Net Cash Provided by (Used in) Operating Activities		$	(312,940	)		$	(3,211	)
Net Cash Provided by (Used in) Investing Activities		$	-			$	-
Net Cash Provided by (Used in) Financing Activities		$	-			$	-
Net Increase (Decrease) in Cash for the Period		$	(312,940	)		$	(3,211	)

 

The Company has generated no revenues since inception. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations.

  

Off-Balance Sheet Arrangements

 

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders. 

 

Critical Accounting Policies

 

Accounting Basis

 

Our financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America. Our company’s fiscal year end is March 31.

 

Cash and Cash Equivalents

 

Cash and cash equivalents are reported in the balance sheet at cost, which approximates fair value. For the purpose of the financial statements cash equivalents include all highly liquid investments with an original maturity of three months or less when purchased.

 

Earnings (Loss) per Share

 

Our company adopted FASB ASC 260, Earnings per Share. Basic earnings (loss) per share is calculated by dividing our company’s net income available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share is calculated by dividing our company’s net loss available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There were no dilutive or potentially dilutive shares outstanding for all periods presented.

 

 

Income Taxes

 

Our company adopted FASB ASC 740, Income Taxes, at its inception. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. A full valuation allowance was used and no deferred tax assets or liabilities were recognized as of September 30, 2017 or March 31, 2017, respectively.

 

Fair Value of Financial Investments

 

The fair value of cash and cash equivalents, accounts payable, accrued liabilities, and notes payable approximates the carrying amount of these financial instruments due to their short-term maturity.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 could differ from those estimates.

 

Related Parties

 

Related parties, which can be a corporation, individual, investor or another entity are considered to be related if the party has the ability, directly or indirectly, to control the other party or exercise significant influence over our company in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Our company has these relationships.

   

Recent Accounting Pronouncements

 

Our company has reviewed the Accounting Standards Updates through ASU No. 2016-17 and these updates have no current applicability to our company or their effect on the financial statements would not have been significant.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

As a smaller reporting company, we are not required to provide the information required by this Item.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) to allow for timely decisions regarding required disclosure.

 

As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our chief executive officer and chief financial officer (our principal executive officer, principal financial officer and principal accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.

 

Changes in Internal Control over Financial Reporting

 

During the period covered by this report, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We know of no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

  

Item 1A. Risk Factors

 

As a smaller reporting company, we are not required to provide the information required by this Item.

 

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

 

There were no unregistered sales of the Company’s equity securities during the three months ended September 30, 2017, that were not otherwise disclosed in a Current Report on Form 8-K.  

 

Item 3. Defaults Upon Senior Securities

 

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company. 

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits.

 

Exhibit Number		Description
31.1		Certifications of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certifications of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1+		Certifications of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2+		Certifications of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB		XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.

 

+     In accordance with the SEC Release 33-8238, deemed being furnished and not filed.

 

 

SIGNATURES

 

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

 

	JADE GLOBAL HOLDINGS, INC.
Date: October 30, 2017	By:	/s/ Guoqiang Qian
		Guoqiang Qian
		President, Chief Executive Officer and Director (Principal Executive Officer)
	By:	/s/ Scott J. Silverman
		Scott J. Silverman  Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)

 

 

18