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EX-32.1 - EXHIBIT 32.1 - Yosen Group, Inc.ex32_1.htm
EX-31.2 - EXHIBIT 31.2 - Yosen Group, Inc.ex31_2.htm
EX-31.1 - EXHIBIT 31.1 - Yosen Group, Inc.ex31_1.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

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

 

For the transition period from ____ to _____

 

Commission File Number:  000-28767

 

YOSEN GROUP, INC. 

(Exact name of registrant as specified in its charter)

 

Nevada 88-0403070

(State or other jurisdiction of incorporation or

organization)

(I.R.S. Employer Identification No.)

 

 

368 HuShu Nan Road

HangZhou City, Zhejiang Province, China 310014

(Address of Principal Executive Offices) (Zip Code)

 

086-0571-88381700

(Registrant’s telephone number, including area code)

 

 

 

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:

Yes ☒  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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated

filer ☐

Accelerated filer ☐

Non-accelerated filer ☐

(Do not check if a smaller

reporting company)

Smaller reporting

company ☒ 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule No 12b-2 of the Exchange Act).

Yes ☐  No ☒

 

As of August 14, 2017, the registrant had 11,267,918 shares of common stock outstanding.

  

 
 

 

 

TABLE OF CONTENTS

 

 

  PAGE
PART I. FINANCIAL INFORMATION  
   
Item 1. Financial Statements 1
   
Consolidated Balance Sheets as of September 30, 2017 (Unaudited) and December 31, 2016 1
   
Consolidated Statements of Operations and Comprehensive Loss for the Nine months ended September 30, 2017 and 2016 (Unaudited) 2
   
Consolidated Statements of Operations and Comprehensive Loss for the Three months ended September 30, 2017 and 2016 (Unaudited) 3
   
Consolidated Statements of Cash Flows for the Nine months ended September 30, 2017 and 2016 (Unaudited) 4
   
Notes to Consolidated Financial Statements 5
   
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 17
   
Item 3. Quantitative and Qualitative Disclosure About Market Risk 22
   
Item 4. Controls and Procedures 23
   
PART II. OTHER INFORMATION  
   
Item 1. Legal Proceedings 23
   
Item 1A. Risk Factors 23
   
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 23
   
Item 3. Defaults Upon Senior Securities 23
   
Item 4. Mine Safety Disclosures 23
   
Item 5. Other Information 23
   
Item 6. Exhibits 24
   
Signatures 25

 

 

 

 
 

 

 

PART I. FINANCIAL INFORMATION

 

Item 1.  Financial Statements

 

YOSEN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

 

   September 30,  December 31,
   2017  2016
    (unaudited)      
ASSETS          
Current assets:          
Cash and equivalents  $24,864   $135,847 
Accounts receivable, net   1,249    50,872 
Inventories   614,722    1,274,526 
Advances to suppliers   226,236    358,430 
Prepaid expenses and other current assets   472,985    592,301 
Total current assets   1,340,056    2,411,976 
Property and equipment, net   441,342    501,615 
Intangible assets   15,158    12,599 
Other non-current assets   169,902    164,927 
Total assets  $1,966,458   $3,091,117 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
Current liabilities:          
Short-term loans  $2,732,878   $2,952,316 
Accounts payable   360,142    1,000,243 
Advance from related party   848,390    160,610 
Accrued expenses and other payables   707,078    769,695 
Advance from customers   158,708    167,690 
Income tax payable   840,477    636,978 
Total liabilities   5,647,673    5,687,532 
           
Commitments and contingencies          
           
Stockholders’ deficit:          
Common stock, $0.001 par value, 50,000,000 shares authorized, 11,267,918 and 11,057,918 issued and outstanding as of September 30, 2017 and December 31, 2016   11,268    11,058 
Additional paid-in capital   28,443,515    28,370,225 
Subscription receivable   (50,000)   (50,000)
Statutory reserve   11,542,623    11,542,623 
Other comprehensive income   8,066,365    8,209,691 
Accumulated deficit   (51,636,800)   (50,843,838)
Total Yosen Group's stockholders’ deficit   (3,623,029)   (2,760,241)
Noncontrolling interest   (58,186)   163,826 
Total stockholders’ deficit   (3,681,215)   (2,596,415)
Total liabilities and stockholders’ deficit  $1,966,458   $3,091,117 

 

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

  

1 
 

 

YOSEN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

NINE MONTHS ENDED SEPTEMBER 30, 2017 and 2016 (UNAUDITED)

 

   2017  2016
Net sales  $1,496,347   $451,303 
Cost of sales   1,396,972    355,672 
Gross profit   99,375    95,632 
Selling, general and administrative expenses   645,777    599,761 
Loss from continuing operations   (546,402)   (504,129)
Other income (expense)          
Interest income   58    187 
Other income   2,305    1,113 
Other expense   (72,731)   (16,231)
Total other expense   (70,368)   (14,931)
           
Loss from continuing operations before income taxes   (616,770)   (519,060)
Provision for income taxes   —      —   
Net loss from continuing operations   (616,770)   (519,060)
Net loss from discontinued operations, net of income taxes   (389,854)   (570,365)
Net loss including noncontrolling interest   (1,006,624)   (1,089,425)
           
Net loss attributable to noncontrolling interest   (213,662)   (248,427)
           
Net loss attributable to Yosen Group   (792,962)   (840,998)
           
Other comprehensive items:          
Foreign currency translation loss attributable to Yosen Group   (142,759)   40,107 
Foreign currency translation loss attributable to noncontrolling interest   (567)   8,338 
           
Comprehensive loss attributable to Yosen Group  $(935,721)  $(800,891)
Comprehensive loss attributable to noncontrolling interest  $(214,229)  $(240,089)
           
Basic and diluted loss per share:          
Continuing operations   (0.04)   (0.06)
Discontinued operations   (0.03)   (0.03)
Net loss per share  $(0.07)  $(0.09)
           
Weighted average shares outstanding:          
Basic   11,266,380    9,825,816 
Diluted   11,266,380    10,454,156 

 

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

  

2 
 

 

YOSEN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

THREE MONTHS ENDED SEPTEMBER 30, 2017 and 2016 (UNAUDITED)

 

   2017  2016
Net sales  $377,546   $307,140 
Cost of sales   363,842    246,395 
Gross profit   13,704    60,746 
Selling, general and administrative expenses   211,324    253,047 
Loss from continuing operations   (197,620)   (192,301)
Other income (expense)          
Interest income   58    (134)
Other income   1,009    (5)
Other expense   (33,077)   (13,964)
Total other expense   (32,010)   (14,103)
           
Loss from continuing operations before income taxes   (229,630)   (206,404)
Provision for income taxes   —      —   
Net loss from continuing operations   (229,630)   (206,404)
Net loss from discontinued operations, net of income taxes   41,992    (246,082)
Net loss including noncontrolling interest   (187,638)   (452,486)
           
Net loss attributable to noncontrolling interest   (72,511)   (117,728)
           
Net loss attributable to Yosen Group   (115,127)   (334,758)
           
Other comprehensive items:          
Foreign currency translation loss attributable to Yosen Group   (71,063)   107,753 
Foreign currency translation loss attributable to noncontrolling interest   3,672    15,126 
           
Comprehensive loss attributable to Yosen Group  $(186,190)  $(227,005)
Comprehensive loss attributable to noncontrolling interest  $(68,839)  $(102,602)
           
Basic and diluted loss per share:          
Continuing operations   (0.01)   (0.02)
Discontinued operations   —      (0.01)
Net loss per share  $(0.01)  $(0.03)
           
Weighted average shares outstanding:          
Basic   11,266,380    9,906,425 
Diluted   11,266,380    10,541,417 

 

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

  

3 
 

YOSEN GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2017 and 2016 (UNAUDITED)

 

   2017  2016
CASH FLOWS FROM OPERATING ACTIVITIES:          
Net loss including noncontrolling interest  $(1,006,624)  $(1,089,425
Adjustments to reconcile net loss including noncontrolling interest to net cash used in operating activities:          
Depreciation   71,170    25,536 
Stock based compensation   119,000    —   
Gain from relief of accounts payable   (126,006)   —   
(Increase) /decrease in assets:          
Accounts receivable   50,678    203,469 
Inventories   699,155    (724,896)
Prepaid expenses and other current assets   251,501    366,975 
Advance to suppliers   144,451    224,859 
Other noncurrent asset   19,087    (69,991)
(Increase) /decrease in current liabilities:          
Accounts payable   (539,718)   795,849 
Accrued expenses and other payables   (95,963)   (604,702) 
Advance from customer   (15,897)   61,222 
Income tax payable   —      (156,229) 
Net cash used in operating activities   (429,164)   (967,333)
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Purchase of property and equipment   (7,296)   (188,913)
Construction in progress   —      (471,653)
Net cash used in investing activities   (7,296)   (660,566)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from (Repayment of) short-term loans   (339,808)   379,933 
Proceeds from equity financing   18,278    270,909 
Advance from related party   665,617    357,765 
Net cash provided by financing activities   344,087    1,008,607 
           
Effect of exchange rate changes on cash and equivalents   (18,610)   65,567 
           
Net decrease in cash and equivalents   (110,983)   (553,725)
Cash and equivalents, beginning of period   135,847    738,611 
Cash and equivalents, end of period  $24,864   $184,886 
           
Supplemental disclosure of cash flow information:          
Income taxes paid  $—     $—   
Interest paid  $181,774   $140,444 

 

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

 

 

4 
 

 

 

YOSEN GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017 AND 2016 (UNAUDITED)

 

Note 1 - ORGANIZATION

 

Yosen Group, Inc. (the “Company” or “Yosen”) was incorporated on August 20, 1998 under the laws of the State of Nevada. Capital Future Developments Limited (“Capital”) was incorporated on July 22, 2004 under the laws of the British Virgin Islands. Zhejiang YongXin Digital Technology Company Limited (“Zhejiang”), Yiwu YongXin Communication Limited (“Yiwu”), Hangzhou Wang Da Electronics Company Limited (“Wang Da”) were incorporated under the laws of the Peoples Republic of China (“PRC” or “China”) on July 11, 2005, July 18, 1997, March 30, 1998, respectively. Zhejiang set up a new operating entity, Hangzhou Letong Digital Technology Co., Ltd. (“Letong”) on March 10, 2009. On January 6, 2014 the Company established Yosen Trading Inc. (“Yosen Trading”), its wholly owned US based subsidiary in New York. On April 23, 2015, the Company established a wholly owned subsidiary Hangzhou Yongxin Lamapai E-commerce Co., Ltd (“Hangzhou Lamapai”). On September 24, 2015, Hangzhou Lamapai established a new company Zhejiang Yongxin Lamapai E-commerce Co., Ltd (“Zhejiang Lamapai”). In 2016, Zhejiang Lamapai established Ningbo Yongxin Lamapai E-commerce Co. Ltd ("Ningbo") and Hangzhou Saizhuo brand management Co., Ltd ("Saizhuo"). The Company invested RMB 6,193,541(USD 934,620) to Zhejiang Lamapai. As a result of the investment, the Company owns 65.1% of Zhejiang Lamapai as of September 30, 2017. 

 

On December 21, 2005, Capital became a wholly owned subsidiary of Yosen through a reverse merger (“Merger Transaction”). Yosen acquired all of the issued and outstanding capital stock of Capital pursuant to a Merger Agreement dated December 21, 2005 by and among Yosen, XY Acquisition Corporation, Capital and the shareholders of Capital (the “Merger Agreement”). Pursuant to the Merger Agreement, Capital became a wholly owned subsidiary of Yosen and, in exchange for the Capital shares, Yosen issued 7,000,000 shares of its common stock to the shareholders of Capital, representing 93% of the issued and outstanding capital stock of Yosen at that time and cash of $500,000.

  

On August 15, 2007, we executed a series of contractual agreements between Capital and Zhejiang. The contractual agreements give Capital and its equity owners an obligation, and having ability to absorb, any losses, and rights to receive returns; however, these contractual agreements did not change the equity ownership of Zhejiang. We did not dispose Capital’s actual equity ownership of Zhejiang when we executed the contractual agreements. Capital entered into share-holding entrustment agreements with five individuals - Zhenggang Wang, Yimin Zhang, Huiyi Lv, Xiaochun Wang and Zhongsheng Bao to hold 35%, 20%, 20%, 15% and 10%, respectively, of the equity interest of Zhejiang on behalf of Capital on November 21, 2005. The entrustment agreements confirm that Capital is the actual owner of Zhejiang. Capital enjoys the actual shareholder’s rights and has the right to obtain any benefits received by the nominal holders. Zhenggang Wang is the CEO and shareholder of Yosen. Yimin Zhang, Huiyi Lv, Xiaochun Wang and Zhongsheng Bao have no other relationship with Yosen. No consideration was given to these individuals who held the equity of Zhejiang on behalf of Capital.

  

Letong ceased operations in 2011. Yiwu closed all its stores in stores locations in 2012. Wang Da closed all its stores in the second quarter 2014. Saizhuo ceased operation in March 2017. Zhejiang ceased operation in June 2017.

 

Zhejiang Lamapai disposed 91% of equity interest in Ningbo in June 2017. As a result of the disposal, Zhejiang Lamapai owns 9% of equity interest in Ningbo.

 

5 
 

 

ORGANIZATIONAL CHART

 

Our corporate structure as of September 30, 2017 is as follows:

 

ORGANIZATIONAL CHART

 

 

 

* These entities ceased operation in 2011.

** The entity ceased operation in 2014.

*** The entity ceased operation in 2015.

**** The entity ceased operation in 2017.

 

6 
 

 

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying consolidated financial statements (“CFS”) were prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”).  The Company’s subsidiaries – Wang Da, Yiwu, Zhejiang, Hangzhou Lamapai and Zhejiang Lamapai’s functional currency is the Chinese Renminbi (“RMB”), however, the accompanying CFS were translated and presented in United States Dollars (“$”, or “USD”). Yosen is the parent company incorporated on August 20, 1998 under the laws of the State of Nevada. The parent company does not have operations. Its main activities were incurring public company expenses. Yosen pays all its expenses in USD, its functional currency. Capital was incorporated on July 22, 2004 under the laws of the BVI. Capital is a holding company and does not have operations. As a result, we determined its functional currency is USD.

 

Going Concern

 

The accompanying CFS were prepared on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company realized net loss of $493,055 from continuing operations for the nine months ended September 30, 2017. The Company had accumulated deficit of $51,636,800 as of September 30, 2017. There can be no assurance that the Company will become profitable or that it will survive as a public company. These issues raise substantial doubt regarding the Company’s ability to continue as a going concern.

 

In June 2017, we closed all remaining stores of Zhejiang. It represents the discontinuation of Yosen’s traditional electronics retail and wholesale business. The Company now focuses on selling imported goods through online platform and customer experience stores.

  

Principles of Consolidation

 

The CFS include the accounts of Yosen and its wholly owned subsidiaries Capital, Wang Da, Yiwu, Zhejiang, Lamapai and Saizhuo collectively referred to as the Company. All material intercompany accounts, transactions and profits were eliminated in consolidation.

 

Noncontrolling Interest

As of September 30, 2017, the Company invested RMB 6,193,541($898,852) in Zhejiang Lamapai and owns 65.1% interest in Zhejiang Lamapai. The 34.9% owned by the third parties is presented as noncontrolling interest. 

The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, “Consolidation,” which governs the accounting for and reporting of non-controlling interests (“NCIs”) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of this standard indicate, among other things, that NCIs be treated as a separate component of equity, not as a liability, that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions rather than as step acquisitions or dilution gains or losses, and that losses of a partially owned consolidated subsidiary be allocated to the NCI even when such allocation might result in a deficit balance. This standard also required changes to certain presentation and disclosure requirements.

The net income attributed to the NCI is separately designated in the accompanying consolidated statements of income and other comprehensive income (loss). Losses attributable to the NCI in a subsidiary may exceed the NCI’s interests in the subsidiary’s equity. The excess attributable to the NCI is attributed to those interests. The NCI shall continue to attribute its share of losses even if that attribution results in a deficit NCI balance.

 

Currency Translation

 

The accounts of Zhejiang, Wang Da, Yiwu, Lamapai entities were maintained, and its financial statements were expressed RMB. Such financial statements were translated into USD in accordance with FASB ASC Topic 830-10, “Foreign Currency Translation,” with the RMB as the functional currency. According to FASB ASC Topic 830-10, assets and liabilities were translated at the ending exchange rate, stockholders’ equity is translated at the historical rates and income statement items are translated at the average exchange rate for the year. The resulting translation adjustments are reported as other comprehensive income in accordance with FASB ASC Topic 220, “Reporting Comprehensive Income,” as a component of shareholders’ equity. Transaction gains and losses are reflected in the consolidated statements of operations and comprehensive loss.

 

Use of Estimates

 

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

7 
 

  

Risks and Uncertainties

 

The Company is subject to risks from, among other things, intense competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history, foreign currency exchange rates and the volatility of public markets.

 

Contingencies

 

Certain conditions may exist as of the date the CFS are issued, which could result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s management evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability is accrued in the Company’s CFS. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed.

 

Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

 

Accounts Receivable, net

 

The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Terms of the sales vary. Reserves are recorded primarily on a specific identification basis. Allowance for doubtful accounts was $1,005,085 as of September 30, 2017 and December 31, 2016, respectively.

 

Inventories, net

  

Inventories are valued at the lower of cost (determined on a weighted average basis) or market.  Management compares the cost of inventories with the market value and allowance is made for writing down their inventories to market value, if lower. As of September 30, 2017 and December 31, 2016, inventory consisted entirely of finished goods.

 

Property and Equipment, net

 

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

 

Automotive 5 years
Office Equipment 5 years

 

As of September 30, 2017 and December 31, 2016, property and equipment consisted of the following:

 

   September 30, 2017  December 31, 2016
    (Unaudited)      
Automotive  $41,600   $39,870 
Office equipment   143,718    153,372 
Plant and equipment   524,917    168,212 
Construction in progress   —      328,103 
Subtotal   710,235    689,557 
Less: accumulated depreciation   (268,893)   (187,942)
Total  $441,342   $501,615 

 

8 
 

  

Long-Lived Assets

 

The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with FASB ASC 360, “Property, Plant and Equipment,” which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair market values are reduced for the cost of disposal. Based on its review, the Company believes that, as of September 30, 2017 (unaudited) and December 31, 2016, there were no significant impairments of its long-lived assets.

 

Fair Value of Financial Instruments

 

FASB ASC Topic 825, “Financial Instruments”, requires the Company disclose estimated fair values (“FVs”) of financial instruments. The carrying amounts reported in the statements of financial position for current assets and current liabilities qualifying as financial instruments are a reasonable estimate of FV.

 

Short-term Loans

 

As of September 30, 2017 and December 31, 2016, short-term loans consisted of the following:

 

   September 30, 2017  December 31, 2016
Line of credit from China Construction Bank , dated May 27, 2017, due on May 26, 2018, with 6.525% interest per annum.   28,100    —   
           
Short term loan dated June 1, 2016, due on November 28, 2017, with 12% interest per annum, payable monthly, personally guaranteed by the CEO   450,797    —   
           
From Bank of Chouzhou, dated July 10, 2017, due on August 10, 2018, with interest 6.00% payable monthly, personally guaranteed by the CEO   751,327    —   
           
From Bank of Chouzhou, dated July 11, 2017, due on July 10, 2018 with interest of 6.00% payable monthly, personally guaranteed by the CEO   1,502,654    —   
           
From Bank of Hangzhou, dated July 13, 2016, due on July 12, 2017, with interest of 6.96% payable monthly   —      360,039 
           
From Bank of Chouzhou, dated July 9, 2016, due on July 10, 2017, with interest 6.00% payable monthly, personally guaranteed by the CEO   —      720,077 
           
From Bank of Chouzhou, dated July16, 2016, due on July 10, 2017 with interest of 6.0625% payable monthly, personally guaranteed by the CEO   —      1,440,154 
           
Short term loan dated June 1, 2016, due on February 28, 2017, with interest payable monthly, personally guaranteed by the CEO   —      432,046 
   $2,732,878    2,952,316 

Revenue Recognition

 

In accordance with FASB ASC Topic 605, “Revenue Recognition,” the Company recognizes revenues when there is persuasive evidence of an arrangement, product delivery and acceptance have occurred, the sales price is fixed and determinable, and collectability of the resulting receivable is reasonably assured.

 

The Company records revenues when title and the risk of loss pass to the customer.  Generally, these conditions occur on the date the customer takes delivery of the product.  Revenue generated is solely from retail of Yosen products .

 

9 
 

 

Cost of Sales

 

Cost of sales (“COS”) consists of actual product cost, which is the purchase price of the product less any discounts.  COS excludes freight charges, purchase and delivery costs, internal transfer, freight charges and the other costs of the Company’s distribution network, which are identified in general and administrative expenses.

 

General and Administrative Expenses

 

General and administrative (“G&A”) expenses are comprised principally of payroll and benefits costs for retail and corporate employees, occupancy costs of corporate facilities, lease expenses, management fees, traveling expenses and other operating and administrative expenses, including freight charges, purchase and delivery costs, internal transfer freight charges and other distribution costs.

 

Shipping and Handling Fees

 

The Company follows FASB ASC Sub-topic 605-45, “Handling Costs, Shipping Costs”.  The Company does not charge its customers for shipping and handling. The Company classifies shipping and handling fees as part of G&A expenses which were $9,682 and $5,901 for the nine months ended September 30, 2017 and 2016, respectively. Shipping and handling fees for the three months ended September 30, 2017 were $2,118 and $2,814, respectively.

 

Vendor Discounts

 

The Company has negotiated preferred pricing arrangements with certain vendors on certain products. These arrangements are not contingent on any levels of volume and are considered vendor discounts as opposed to rebates. The Company records these discounts along with the purchase of the discounted items, resulting in lower inventory cost and a corresponding lower COS as the products are sold.

  

 Share Based Payment

 

The Company follows FASB ASC Sub-topic 718-10, “Compensation-Stock Compensation,” which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. FASB ASC Sub-topic 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date FV of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized.

 

Advertising

 

Advertising expenses consist primarily of costs of promotion for corporate image and product marketing and costs of direct advertising. The Company expenses all advertising costs as incurred. There was $5,966 and $11,731 advertising expense for the nine months ended September 30, 2017, respectively, and $0 and $2,210 for the three months ended September 30, 2017 and 2016.

 

Income Taxes

 

The Company utilizes FASB ASC Topic 740, “Income Taxes.” ASC Topic 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

Under FASB Sub-topic ASC 740-10-25, evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements.

 

Basic and Diluted Earnings (Loss) per Share

 

Loss per share is calculated in accordance with FASB ASC Topic 260, “Earnings per Share.” Basic earnings (loss) per share is based upon the weighted average number of common shares outstanding. Diluted earnings (losses) per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. If convertible shares and stock options are anti-dilutive, the impact of conversion is not included in the diluted net income (loss) per share.

 

10 
 

 

 

Statement of Cash Flows

 

In accordance with FASB ASC Topic 230, “Statement of Cash Flows,” cash flows from the Company’s operations are calculated based upon the functional currency, in our case the RMB. As a result, amounts related to changes in assets and liabilities reported on the statement of cash flows will not necessarily agree with the changes in the corresponding balances on the balance sheet.

 

Concentration of Credit Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk are cash, accounts receivable, advances to suppliers and other receivables arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company has a diversified customer base. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited.

 

Segment Reporting

 

FASB ASC Topic 280, “Segment Reporting,” requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. The Company operated E-commerce business only in the first six months of 2017 through Zhejiang Lamapai. 

 

Recent Accounting Pronouncements

 

In January 2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for interim and annual periods beginning after December 15, 2017 and should be applied prospectively on or after the effective date. The Company is in the process of evaluating the impact of this ASU on its CFS.

 

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires restricted cash to be presented with cash and cash equivalents on the statement of cash flows and disclosure of how the statement of cash flows reconciles to the balance sheet if restricted cash is shown separately from cash and cash equivalents on the balance sheet. ASU 2016-18 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of evaluating the impact of this ASU on its CFS.

In November 2015, the FASB issued an ASU on the balance sheet classification of deferred taxes, which would require that deferred tax assets and liabilities be classified as non-current in the balance sheet. Current GAAP requires the presentation of deferred tax assets and liabilities as either current or non-current in the balance sheet. This ASU is effective for annual reporting periods beginning after December 15, 2016, including interim reporting periods within those annual reporting periods. Earlier adoption is permitted. The guidance may be applied either prospectively or retrospectively. The adoption of any such pronouncements did not cause a material impact on its financial condition or the results of its operations.

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory, which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-16 is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this ASU on its CFS.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments . ASU 2016-15 provides guidance for targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice. ASU 2016-15 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of evaluating the impact of this ASU on its CFS.

 

11 
 

In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. ASU 2016-09, which amends several aspects of accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, and classification in the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016, with early adoption permitted. The adoption of any such pronouncements did not cause a material impact on CFS.

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this ASU on its CFS.

Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying CFS. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

 

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the Securities Exchange Commission (the “SEC”) did not or are not believed by management to have a material impact on the Company’s present or future CFS.

 

Note 3 - ADVANCES TO SUPPLIERS

Advances to suppliers represent advance payments to suppliers for the purchase of inventory.

 

Note 4 - COMMON STOCK

 

On March 18, 2016, the Company sold 190,532 Units to two investors with each Unit consisting of: (i) one share of common stock, $0.001 par value per share and (ii) a three-year warrant to purchase one share of Common Stock of the Company at $0.75, for $142,898. Pursuant to the agreement, 190,532 shares of Common Stock and 190,532 Warrant were issued in 2016. The Proceeds from the issuance of shares and warrants were assigned to the respective securities based on relative fair values.

 

On May 19, 2016, the board approved an amendment to Yosen’s Certificate of Incorporation effecting a one-for-three reverse split of Yosen’s common stock. The reverse split was effective as of September 30, 2016. The accompanying CFS and notes to the CFS give retroactive effect to the reverse stock split for all periods presented. In addition, the reverse stock split resulted in an adjustment in the number of shares of common stock issuable upon conversion of our warrants to a 3:1 ratio.

 

On December 23, 2016, the Company’s Board of Directors (“BOD”) adopted the Yosen Group 2016 Restricted Stock Plan (the “2016 Plan”).  The 2016 Plan provides for the granting of restricted stock awards to employees, directors and consultants of the Company and the employees, directors and consultants of the Company’s affiliates. Under the 2016 Plan, 1,360,000 shares of the Company’s common stock were initially available for issuance for awards.   As of December 31, 2016, 1,150,000 of the shares available for issuance under the 2016 Plan were issued. In January 2017, 210,000 shares available for issuance were issued. The common stock was valued at grant date with a FV of $476,000. During the three and nine months ended September 30, 2017, $39,666 and $119,000 was recognized as stock based compensation expense, respectively.

 

Note 5 - STOCK WARRANTS, OPTIONS, AND COMPENSATION

Stock options - Options issued have a 10-year life and were vested upon issuance. The option holder has no voting or dividend rights. The grant price was the market price at the date of grant. The Company records the expense of the stock options over the related vesting period. The options were valued using the Black-Scholes option-pricing model at the date of grant stock option pricing.

 

Outstanding options and warrants by exercise price consisted of the following as of September 30, 2017:

 

Outstanding  Exercisable
Exercise Price  Number of
Shares
     Weighted
Average
Remaining
Life (Years)
  Weighted
Average
Exercise Price
  Number
of Shares
  Weighted
Average
Exercise
Price
Warrants:                  
$0.75    1,218,076    (1)   1   $0.75    1,218,076   $0.75 
$0.75    66,975    (2)   1.15   $0.75    66,975   $0.75 
$0.75    190,532    (3)   1.35   $0.75    190,532   $0.75 

 

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(1) On September 1, 2015, the Company issued stock warrants to purchase 1,218,076 shares of common stock at $0.75. The stock warrants expire on August 31, 2018. Stock warrants were valued using the Black-Scholes option pricing model. Assumptions used to value the warrants are similar to those used in valuing the stock options as described below.

 

Term  3 years
Expected volatility   196%
Risk – free interest rate   1.1%
Dividend yield   0%
Weighted-average grant date FV  $0.972 

 

The Company determined the FV of the 1,218,076 warrants was $1,183,970. As of September 30, 2017, warrants to purchase 1,218,076 shares of common stock remained outstanding. These warrants were plain vanilla warrants and were classified as equity.

 

(2) On November 16, 2015, the Company issued stock warrants to purchase 66,975 shares of common stock at $0.75. The stock warrants expire on November 15, 2018. Stock warrants were valued using the Black-Scholes option pricing model. Assumptions used to value the warrants are similar to those used in valuing the stock options as described below.

 

Term  3 years
Expected volatility   203%
Risk – free interest rate   1.2%
Dividend yield   0%
Weighted-average grant date FV  $1.215 

 

The Company determined the FV of the 66,975 warrants was $81,375. As of September 30, 2017, warrants to purchase 66,975 shares of common stock remained outstanding. These warrants were plain vanilla warrants and were classified as equity.

 

(3) On March 18, 2016, the Company issued stock warrants to purchase 190,532 shares of common stock at $0.75 in conjunction with the common stock offering (See Note 5). The stock warrants expire on March 17, 2019. Stock warrants were valued using the Black-Scholes option pricing model. Assumptions used to value the warrants are similar to those used in valuing the stock options as described below.

 

Term  3 years
Expected volatility   178%
Risk – free interest rate   1.0%
Dividend yield   0%
Weighted-average grant date FV  $1.086 

 

The Company determined the FV of the 190,532 warrants was $206,917. As of September 30, 2017, warrants to purchase 190,532 shares of common stock remained outstanding. These warrants were plain vanilla warrants and were classified as equity.

 

Note 6 - INCOME TAXES

 

The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company did not have any accrued interest or penalties associated with any unrecognized tax benefits, nor were any interest expense or penalties recognized during the three and nine months ended September 30, 2017 and 2016.

 

Under ASC 740-10-25, evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements.

 

The US operating entity Yosen Group is subject to the US federal income tax at a rate of 34%. Yosen Group does not conduct any operations and only incurs public company expenses, such as legal fees, accounting fees, investor relations expenses and filing fees. In the nine months ended September 30, 2017, the US operating subsidiaries incurred an adjusted net operating loss of $70,273. As a result, $23,893 of deferred tax assets and valuation allowance was recorded. In the nine months ended September 30, 2016, the US operating subsidiaries incurred a net operating loss of $95,536. As a result, $32,482 of deferred tax assets and valuation allowance was recorded.

 

In the three months ended September 30, 2017, the US operating subsidiaries incurred an adjusted net operating loss of $25,273. As a result, $8,593 of deferred tax assets and valuation allowance was recorded. In the three months ended September 30, 2016, the US operating subsidiaries incurred a net operating loss of $45,576. As a result, $15,496 of deferred tax assets and valuation allowance was recorded.

 

13 
 

 

The PRC operating subsidiary, Zhejiang Lamapai is subject to the PRC income tax at a rate of 25%. In the nine months ended September 30, 2017, Zhejiang Lamapai incurred a net operating loss of $429,788. Management believes it is more likely than not that the subsidiary will not be able to benefit from the deferred tax assets in association with the operating losses. As a result, $107,447 of deferred tax assets and valuation allowance were recorded in the nine months ended September 30, 2017.  In the nine months ended September 30, 2016, Zhejiang Lamapai incurred a net operating loss of $423,524, as a result, $105,881 of deferred tax assets and valuation allowance were recorded in the nine months ended September 30, 2016.

 

In the three months ended September 30, 2017, Zhejiang Lamapai incurred a net operating loss of $166,981, as a result, $41,745 of deferred tax assets and valuation allowance were recorded in the three months ended September 30, 2017. In the three months ended September 30, 2016, Zhejiang Lamapai incurred a net operating loss of $160,828, as a result, $40,207 of deferred tax assets and valuation allowance were recorded in the three months ended September 30, 2016.

 

The components of deferred tax assets and liabilities as of September 30, 2017 (unaudited) and December 31, 2016 were as follows:

 

   2017  2016
Deferred tax assets:   (Unaudited)      
U.S. net operating losses  $23,893   $16,986 
PRC net operating losses   107,447    65,674 
Discontinued operation   128,392    81,071 
Total deferred tax assets   259,732    163,731 
Less valuation allowance   (259,732)   (163,731)
   $—     $—   

 

Reconciliation of the differences between the statutory US Federal income tax rate and the effective rate for the nine months ended September 30, 2017 and 2016 is as follows:

   2017  2016
Tax (Credit) at US Statutory Rate   (34.0)%   (34.0)%
Tax rate difference   8.4%   8.2%
Valuation allowance   25.6%   25.8%
Effective rate   —  %   —  %

 

Reconciliation of the differences between the statutory US Federal income tax rate and the effective rate for the three months ended September 30, 2017 and 2016 is as follows:

 

   2017  2016
Tax (Credit) at US Statutory Rate   (34.0)%   (34.0)%
Tax rate difference   8.3%   8.1%
Valuation allowance   25.7%   25.9%
Effective rate   —  %   —  %

 

Note 7 - COMMITMENTS

 

The Company leases warehouse facilities under operating leases that terminated on June 9, 2017. There is no lease commitment as of September 30, 2017. There was no rent expenses in the nine months ended September 30, 2017 since Lamapai is currently operating with free rent.

 

Note 8 - STATUTORY RESERVE

In accordance with the laws and regulations of the PRC, a wholly-owned Foreign Invested Enterprise’s income, after the payment of the PRC income taxes, shall be allocated to the statutory surplus reserves and statutory public welfare fund. Prior to January 1, 2006, the proportion of allocation for reserve was 10% of the profit after tax to the surplus reserve fund and additional 5-10 percent to the public affair fund. The public welfare fund reserve was limited to 50% of the registered capital. Effective January 1, 2006, there is now only one fund requirement. The reserve is 10% of income after tax, not to exceed 50% of registered capital.

 

Statutory reserve funds are restricted to offset against losses, expansion of production and operation or increase in register capital of the respective company. Statutory public welfare fund is restricted to the capital expenditures for the collective welfare of employees. These reserves are not transferable to the Company in the form of cash dividends, loans or advances. These reserves are therefore not available for distribution except in liquidation. As of September 30, 2017, the Company had allocated $11,542,623 and $11,542,623 to these non-distributable reserve funds.

 

14 
 

 

Note 14 - DISCONTINUED OPERATIONS

 

Letong ceased operations in 2011, Yiwu ceased operation in 2013. Wang Da ceased operation in 2014. Yosen Trading ceased operation in 2015. Saizhuo and Zhejiang ceased operation in 2017. As a result, Letong, Yiwu , Wang Da , Yosen Trading and Saizhuo and Zhejiang met the conditions to be reported as discontinued operations in the CFS, and accordingly, the results of operations have been reclassified for all periods to conform to the current period's presentation.

  

The following table summarizes the assets and liabilities of the discontinued operations as of September 30, 2017 and December 31, 2016 included in the Consolidated Balance Sheets:

 

   2017  2016
Cash  $24,864   $75,571 
Accounts receivable   1,249    10,460 
Inventories   614,722    759,698 
Advance to suppliers   226,236    293,270 
Prepaid expenses and other receivables   466,785    41,123 
Property, plant and equipment   441,342    28,562 
Other noncurrent asset   152,059    5,251 
Total assets   1,927,257    1,213,935 
           
Short-term loans   2,732,878    2,716,243 
Accounts payable   360,142    443,635 
Advance from suppliers   158,708    22,241 
Accrued expenses and other payable   707,078    —   
Advance from related party   848,390    16,311 
Income tax payable   807,476    836,419 
Total liabilities   5,614,672    4,034,849 
Net assets  $(3,687,415)  $(2,820,914)

 

The following table summarizes the operating results of the discontinued operations included in the Consolidated Statements of Operations and Comprehensive Loss for the three months ended September 30, 2017 and 2016:

 

   2017  2016
Sales, net  $26,890   $883,908 
Cost of sales   49,581    861,020 
Gross profit   (22,691)   22,888 
General and administrative expenses   (18,351)   (236,224)
Loss from discontinued operations   (40,942)   (213,336)
Other expenses   85,057    (32,746)
Loss before income taxes   44,115    (246,082)
Provision for income taxes   (2,123)   —   
Net loss from discontinued operations, net of income tax  $41,992   $(246,082)
           

 

The following table summarizes the operating results of the discontinued operations included in the Consolidated Statements of Operations and Comprehensive Loss for the nine months ended September 30, 2017 and 2016:

 

   2017  2016
Sales, net  $890,511   $3,816,271 
Cost of sales   876,274    3,752,201 
Gross profit   14,237    64,070 
General and administrative expenses   (226,759)   (523,287)
Loss from discontinued operations   (212,522)   (459,217)
Other expenses   (175,209)   (111,148)
Loss before income taxes   (387,731)   (570,365)
Provision for income taxes   (2,123)   —   
Net loss from discontinued operations, net of income tax  $(389,854)  $(570,365)
           

 

15 
 

 

Note 10- OTHER COMPREHENSIVE INCOME

 

Other comprehensive income as included in stockholders’ deficit for the three months ended September 30, 2017 and 2016, represents foreign currency translation adjustment.

 

Note 11 - CURRENT VULNERABILITY DUE TO CERTAIN RISK FACTORS

 

The Company’s operations are in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC, by the general state of the PRC’s economy. The Company’s business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

 

Note 12 - MAJOR CUSTOMERS, VENDORS AND CREDIT RISK

 

During the three and nine months ended September 30, 2017 and 2016, no customer accounted for more than 10% of the Company’s sales. As of September 30, 2017, no customer comprised more than 10% of the Company’s accounts receivable. No vendor comprised more than 10% of the Company’s accounts payable.

 

Note 13 - SEGMENT INFORMATION

 

As of September 30, 2017, Zhejiang Lamapai was the only operating entity for the Company's E-commerce business. The operating results of Zhejiang Lamapai are presented in the consolidated statements of operations and comprehensive loss.

  

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

Forward Looking Statements

 

We have included and from time to time may make in our public filings, press releases or other public statements, certain statements, including, without limitation, those under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7. In some cases these statements are identifiable through the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would” and similar expressions. You are cautioned not to place undue reliance on these forward-looking statements. In addition, our management may make forward-looking statements to analysts, investors, representatives of the media and others. These forward-looking statements are not historical facts and represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and beyond our control.

 

The following discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q.  The following discussion contains forward-looking statements.  Our actual results may differ significantly from those projected in the forward-looking statements.  Factors that may cause future results to differ materially from those projected in the forward-looking statements include, but are not limited to, those discussed in  “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q.

  

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Overview

 

Yosen Group, Inc. (formerly known as “China 3C Group”) (including our subsidiaries unless the context indicates otherwise, the “Company”, “Yosen,”“Yosen Group,”“we,” or “us”) was incorporated on August 20, 1998 under the laws of the State of Nevada.

 

Since 2007 Yosen Group were only engaged in the resale and distribution of third party products and generated 100% of our revenue from resale of items such as mobile phones, facsimile machines, DVD players, stereos, speakers, MP3 and MP4 players, iPods, electronic dictionaries, CD players and audio systems. We operated under the brand names Hangzhou Wang Da, Yiwu YongXin and Zhejiang Yongxin under the “store in store” business model.. However, starting in 2009, we had declining sales under the model due to increased competition from direct stores and large department stores and the impact of the economic slowdown. The electronics market also experienced revolutionary technological change., The consumer electronics business became highly dependent on emerging technology. The store in stores business model was no longer a suitable operation for the Company. As a result, Yiwu YongXin ceased operation in 2012 and Wang Da ceased operation in 2013. Zhejiang ceased operation in 2017.

  

On December 21, 2012, we received confirmation from the Secretary of State of the State of Nevada that the Certificate of Change Pursuant to NRS 78.209 (the “Certificate of Change”) to our Amended and Restated Articles of Incorporation to effect a reverse split of our common stock, $0.001, par value per share (the “Common Stock”), at a ratio of 1-for-5 with all fractional shares rounded up to the next whole share (the “Reverse Stock Split”) was filed on December 21, 2012. Immediately prior to the Reverse Stock Split, we had 93,911,327 shares of Common Stock outstanding. After the Reverse Stock Split, we had 18,782,356 shares outstanding. Pursuant to the Reverse Stock Split, the number of authorized shares of our Common Stock was reduced from 100,000,000 to 20,000,000 shares of Common Stock. Each shareholder's percentage ownership interest in the Company and proportional voting power remained unchanged after the Reverse Stock Split except for minor changes and adjustments resulting from rounding up the fractional shares.

 

Immediately, following the consummation of the Reverse Stock Split, on December 21, 2012, we filed a Certificate of Amendment to our Amended and Restated Articles of Incorporation pursuant to NRS 78.385 and 78.390 (the “Certificate of Amendment”) to increase our number of authorized shares of Common Stock from 20,000,000 to 50,000,000 shares (the “Capital Increase Amendment”) and to approve the amendment of our Articles of Incorporation to change our name to “Yosen Group, Inc.” (the “Name Change Amendment)”. The Reverse Stock Split, Capital Increase Amendment and the Name Change Amendment were approved by the board of directors (“BOD” or “Board”) of the Company on October 10, 2012. In addition, the actions taken by the BOD with respect to the Capital Increase Amendment and the Name Change Amendment were subsequently adopted by the written consent dated as of October 10, 2012 of our stockholders entitled to vote a majority of the shares of Common Stock then outstanding. The Reverse Stock Split was also ratified by these stockholders.

 

Following the filing of the Name Change Amendment, we changed our stock symbol to "YOSN" effective as of the opening of trading on January 30, 2013 on the OTCBB.

 

On January 6, 2015 the Company established a US based wholly-owned subsidiary, Yosen Trading Inc., a New York corporation (“Yosen Trading”), for the purpose of engaging primarily in international trade and wholesale business, initially with tile, kitchen cabinet, granite and marble products. Yosen Trading ceased operation in 2015.

 

On April 23, 2015, the Company established a wholly owned subsidiary Hangzhou Yongxin Lamapai E-commerce Co., Ltd (“Hangzhou Lamapai”). On September 24, 2015, Hangzhou Lamapai established a new company Zhejiang Yongxin Lamapai E-commerce Co., Ltd (“Zhejiang Lamapai”). In the first quarter of 2016, Zhejiang Lamapai established two new companies Ningbo Yongxin Lamapai E-commerce Co. Ltd ("Ningbo") and Hangzhou Saizhuo brand management Co., Ltd ("Saizhuo"). Hangzhou Lamapai, Zhejiang Lamapai, Saizhuo and Ningbo, collectively are referred as Lamapai entities ("Lamapai entities"). The Company invested RMB6,193,541(USD 898,852) to Zhejiang Lamapai. As a result of the investment, the Company owns 63.9% of Zhejiang Lamapai as of September 30, 2016.  In 2017, Saizhuo and Ningbo ceased operation. The Company will have only one operating entity Zhejiang Lamapai to conduct its e-commerce business.

 

On August 26, 2016, we received confirmation from the Secretary of State of the State of Nevada that the Certificate of Change Pursuant to NRS 78.209 (the “Certificate of Change”) to our Amended and Restated Articles of Incorporation to effect a reverse split of our common stock, $0.001, par value per share (the “Common Stock”), at a ratio of 1-for-3 with all fractional shares rounded up to the next whole share (the “Reverse Stock Split”) was duly filed. Immediately prior to the Reverse Stock Split, we had 29,292,527 shares of Common Stock outstanding. After the Reverse Stock Split, we had 9,764,176 shares outstanding. Each shareholder's percentage ownership interest in the Company and proportional voting power remained unchanged after the Reverse Stock Split except for minor changes and adjustments resulting from rounding up the fractional shares.

 

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Net Sales 

Net sales for the three months ended September 30, 2017 was $377,546, an increase of $70,406 or 22.9% compared to $307,140 for the three months ended September 30, 2016. Net sales for the nine months ended September 30, 2017 was $1,496,347, an increase of $1,045,044 or 231.6% compared to $451,303 for the nine months ended September 30, 2016. The increase was attributable to Zhejiang Lamapai commenced operation in second quarter 2016. Net sales in the nine months ended September 30, 2016 was low as a new business. As a result, net sales increased significantly as the company focuses on expanding its e-commerce business.

 

Cost of Sales

 

Cost of sales (“COS”) for the three months ended September 30, 2017 was $363,842 compared to $246,395 for the three months ended September 30, 2016, an increase of 47.7%. COS for the nine months ended September 30, 2017 was $1,396,972 compared to $355,672 for the nine months ended September 30, 2016, an increase of 292.8%. The increased COS for the three and nine months was a result of the increase in sales from the comparable periods.

 

Gross Profit

 

Gross profit for the three months ended September 30, 2017 was $13,704 compared to gross profit of $60,746 for the three months ended September 30, 2016, a decrease of 77.4%. Gross profit for the nine months ended September 30, 2017 was $99,375 compared to gross profit of $95,632 for the nine months ended September 30, 2016, an increase of 3.9%. Gross profit did not increase as much as sales due to the lower profit margin in smart phone products.

 

Profit Margin

 

Profit margin for the three months ended September 30, 2017 was 3.6% compared to 19.8% for the three months ended September 30, 2016. Profit margin for the nine months ended September 30, 2017 was 6.6% compared to 21.2% for the nine months ended September 30, 2016.  Gross margin decreased significantly as a result of low margin in brand name smart phone products such as Apple and Samsung.

 

Selling, General and Administrative Expenses

 

Selling, general and administrative expenses for the three months ended September 30, 2017 were $211,324, compared to $253,047 for the three months ended September 30, 2016. Selling, general and administrative expenses for the nine months ended September 30, 2017 were $645,777, compared to $599,761 for the nine months ended September 30, 2016, an increase of 7.7%. The increase in selling, general and administrative expenses was primarily due to increase in selling expenses as a result of increased sales revenue, offset by a decrease in general administrative expenses.

 

Operating Loss from Continuing Operations

 

Operating loss for the three months ended September 30, 2017 was $197,620 compared to $192,301 for the three months ended September 30, 2016. Operating loss for the nine months ended September 30, 2017 was $546,402 compared to $504,129 for the nine months ended September 30, 2016, an increase of 8.4%. Decreased gross profit was the key factor for the increase in operating loss from continuing operations during the three and nine months ended September 30, 2017 compared to 2016.

 

Other Expense

 

Total other expense was $32,010 for the three months ended September 30, 2017 compared to $14,103 for same period in 2016. Total other expense was $70,368 for the nine months ended September 30, 2017 compared to $14,931 for 2016 period. Other expense was mostly attributable to interest expenses incurred by Yiwu.

 

Provision for Income Taxes

 

The provision for income taxes for the three and nine months September 30, 2017 and 2016 was zero .

 

Net Loss from Continuing Operations

 

Net loss from continuing operations was $229,630 for the three months ended September 30, 2017 compared to $206,404 for the three months ended September 30, 2016. Net loss from continuing operations was $616,770 for the nine months ended September 30, 2017 compared to $519,060 for the nine months ended September 30, 2016.

  

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Net Income (Loss) from Discontinued Operations

 

Net income from discontinued operations for the three months ended September 30, 2017 was $41,992 compared to net loss of $246,082 for 2016, a decrease of $288,074. Net loss from discontinued operations for the nine months ended September 30, 2017 was $389,854 compared to $570,365 for 2016, a decrease of $180,511. Net Loss from discontinued operations decreased primarily due to relief on Yosen Trading's accounts payable when Yosen Trading dissolved in 2017.

  

Net Loss including noncontrolling interest

Net loss including noncontrolling interest was $187,638 for the three months ended September 30, 2017 compared to net income of $452,486 for the three months ended September 30, 2016. Net loss including noncontrolling interest was $1,006,624 for the nine months ended September 30, 2017 compared to $1,089,425 for the nine months ended September 30, 2016.

 

Net loss attributable to noncontrolling interest

 

Net loss attributable to noncontrolling interest was $72,511 and $117,728 in the three months ended September 30, 2017 and 2016. Net loss attributable to noncontrolling interest was $213,662 and $248,427 in the nine months ended September 30, 2017 and 2016. Net loss attributable to noncontrolling interest represents the elimination of the income or loss attributable to non-Yosen ownership interests in Yosen's consolidated entities - Zhejiang Lamapai, Hangzhou Lamapai, Saizhuo and Ningbo.

 

Net loss attributable to Yosen Group

 

Net loss attributable to Yosen Group was $115,127 in the three months ended September 30, 2017 compared to $334,758 in the three months ended September 30,2016. Net loss attributable to Yosen Group was $792,962 in the nine months ended September 30, of 2017 compared to $840,998 in the nine months ended September 30,2016. Net loss attributable to Yosen Group stabilized as of September 30, 2017 as Zhejiang closed all of its stores to eliminate its traditional electronics sales business.

 

Foreign Currency Translation Adjustments

 

The impact of foreign translation from our accounts in RMB to USD on Yosen’s operating results was not material. During the translation process, the assets and liabilities of all PRC subsidiaries are translated into USD at period-end exchange rates. The revenues and expenses are translated into USD at average exchange rates of the periods. Resulting translation adjustments are recorded as a component of accumulated other comprehensive income within stockholders’ equity.

 

   Nine Months Ended
September 30,
   2017  2016
RMB/$ exchange rate at period end   0.1503    0.1499 
Average RMB/$ exchange rate for the periods   0.1469    0.1520 

 

Transaction gains or losses arising from exchange rate fluctuation on transactions denominated in a currency other than the functional currency were included in the consolidated results of operations. As a result of the translation, Yosen recorded a foreign currency loss of $143,326 in the nine months ended September 30, 2017 and $75,499 in the same period of 2016, and a loss of $67,391 and gain of $122,879 for the three months ended September 30, 2017 and 2016, which is a separate line item on the Statements of Operations and Comprehensive Loss.

 

Liquidity and Capital Resources

 

Cash has historically been generated from operations. Operations and liquidity needs are funded primarily through cash flows from operations and short term loans. Cash and equivalents were $24,864 at September 30, 2017, compared to $135,847 at December 31, 2016.

 

Our cash flows for the nine month periods are summarized as follows:

Operating Activities

 

   Nine months ended September 30,
   2017  2016
Net cash used in operating activities  $(429,164)  $(967,333)
Net cash used in investing activities   (7,296)   (660,566)
Net cash provided by financing activities   344,087    1,008,507 
Effect of exchange rate change on cash and equivalents   (18,610)   65,567 
Net decrease in cash and equivalents   (110,983)   (553,725)
Cash and equivalents at beginning of period   135,847    738,611 
Cash and equivalents at end of period  $24,864   $184,886 

 

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Operating Activities

 Net cash used in operating activities was $429,164 for the nine months ended September 30, 2017 compared to $967,333 for the nine months ended September 30, 2016, a 55.6% decrease.  Net cash used in operating activities was mainly attributable to several factors, including (i) a decrease in accounts payable of $539,718; (ii) decrease in accrued expenses of $95,963 offset by the increase in inventories of $699,155 and advance to suppliers of $144,451, add back of stock compensation of 119,000 and depreciation of 71,170.

 

Investing Activities

 

   Nine months ended September 30,
   2017  2016
Net cash provided by (used in) investing activities  $(7,296)  $(660,566)

 

Net cash used in investing activities in the nine months ended September 30, 2016 was $660,566. The investment activities in the nine months ended September 30, 2016 were mainly attributed to construction of new store for Zhejiang Lamapai.

 

Financing Activities

 

   Nine months ended September 30,
   2017  2016
Net cash provided by financing activities  $344,087   $1,008,607 

 

Net cash provided by financing activities was primarily advance from related party offset by repayment of short term loans.

 

Net decrease in Cash and Equivalents

 

   Nine months ended September 30,
   2017  2016
Net decrease in cash and equivalents  $(110,983)  $(553,725)

 

Cash and Equivalents

 

   September 30,
   2017  2016
Cash and equivalents  $24,864   $184,886 

 

Cash and equivalents as of September 30, 2017 and December 31, 2016 were solely bank accounts in US and China. Specifically, cash and equivalents for each subsidiary as of September 30, 2017 and December 31, 2016 included:

 

Name of Entity  Region  Currency  September 30, 2017  December 31, 2016
Yosen Group  US entity   USD    2,127    40,495 
Capital  BVI entity   USD    —      —   
Yosen Trading  US entity   USD    3,381    5,558 
Zhejiang  Chinese entity   RMB    43,276    107,120 
Yiwu  Chinese entity   RMB    9,303    57,918 
Wang Da  Chinese entity   RMB    8,001    20,428 
Zhejiang Lamapai  Chinese entity   RMB    90,730    353,405 
Saizhuo  Chinese entity   RMB    —      39,411 

 

Cash equivalents held in the PRC subsidiaries are not freely transferrable outside the country. The amounts not freely transferable as of September 30, 2017 and December 31, 2016 were RMB 174,495 ($25,735) (unaudited) and RMB 623,501($89,794).

 

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Capital Expenditures

 

We had $17,288 capital expenditure for the nine months ended September 30, 2017 attributable to purchase of office equipment.

 

Working Capital Requirements

 

Historically operations and short term financing have been sufficient to meet our cash needs. We believe we will be able to generate revenues from sales and raise capital through private placement offerings of our equity securities to provide the necessary cash flow to meet anticipated working capital requirements. However, our actual working capital needs for the long and short term will depend upon numerous factors, including operating results, competition, and the availability of credit facilities, none of which can be predicted with certainty. Future expansion will be limited by the availability of financing products and raising capital.

 

Off-Balance Sheet Arrangements

 

We have never entered into any off-balance sheet arrangements and have never established any special purpose entities. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.

 

Critical Accounting Policies

 

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

 

An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimates are made, and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur, could materially impact the consolidated financial statements. We believe the following critical accounting policies reflect the more significant estimates and assumptions used in the preparation of the consolidated financial statements. 

 

Revenue Recognition

 

Our revenues are generated from sales of electronics products. All of our revenue transactions contain standard business terms and conditions. We determine the appropriate accounting for these transactions after considering (1) whether a contract exists; (2) when to recognize revenue on the deliverables; and (3) whether all elements of the contract have been fulfilled and delivered. In addition, our revenue recognition policy requires an assessment as to whether collection is reasonably assured, which inherently requires us to evaluate the creditworthiness of our customers. Changes in judgments on these assumptions and estimates could materially impact the timing or amount of revenue recognition.

 

Please refer to Note 2 in the footnotes to the financial statements for detailed description of our revenue recognition policy.

 

Inflation

 

Neither inflation nor changing prices has had a material impact on the Company’s net sales, revenues or continuing operations during the past three fiscal years.

 

After Sales Service

 

The after-sales services we provide to our customers are primarily repair and maintenance. If a customer buys a product from us and needs repairs, we can usually arrange to have the manufacturer repair the product. In certain cases, clerks in our stores are able to make the repairs directly.

 

Tabular Disclosure of Contractual Obligations

 

Not applicable.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

Not applicable.

  

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Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, our management conducted an evaluation of our disclosure controls and procedures as of September 30, 2017, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of such date, the Company’s disclosure controls and procedures were not effective due to the material weakness in our internal controls identified in our Annual Report on Form 10-K for the year ended December 31, 2016.

 

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosures.

 

Changes in Internal Control Over Financial Reporting

 

There was no change in our internal control over financial reporting that occurred during the nine months ended September 30, 2017 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II. OTHER INFORMATION

 

Item 1.    Legal Proceedings.

 

We are not currently a party to any material legal proceedings. From time to time, however, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.

 

Item 1A. Risk Factors.

 

There have been no material changes from the Risk Factors previously disclosed in the Company’s Annual Report on Form 10-K for its year ended December 31, 2016.

 

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.

 

None.

  

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Item 6.   Exhibits.

 

Exhibit

No.

  Document Description
31.1   Certification of the Chief Executive Officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
31.2   Certification of the Chief Financial Officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
32.1   Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).
     
101   The following financial statements from China 3C Group’s Quarterly Report on Form 10-Q for the quarterly period ended SEPTEMBER 30, 2017 formatted in XBRL (extensible Business Reporting Language): (i) the Consolidated Balance Sheets (unaudited); (ii) the Consolidated Statements of Operations and Comprehensive Loss (unaudited); (iii) the Consolidated Statements of Cash Flows (unaudited); and, (iv) the Notes to Consolidated Financial Statements, tagged as blocks of text.

  

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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.

 

  YOSEN GROUP, INC.
     
Date: November 20, 2017 By: /s/ Zhenggang Wang
    Name:   Zhenggang Wang
    Title: Chief Executive Officer and Chairman
    (Principal Executive Officer)
     
Date: November 20, 2017 By: /s/ Weiping Wang
    Name:   Weiping Wang
   

Title: Chief Financial Officer (Principal Accounting

and Financial Officer)

 

 

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