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EX-32.1 - CERTIFICATION - Emerald Data Incemerald_ex321.htm
EX-32.2 - CERTIFICATION - Emerald Data Incemerald_ex322.htm
EX-31.2 - CERTIFICATION - Emerald Data Incemerald_ex312.htm
EX-31.1 - CERTIFICATION - Emerald Data Incemerald_ex311.htm
EX-14.1 - CODE OF ETHICS - Emerald Data Incemerald_ex141.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

 

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended August 31, 2017

 

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

 

For the transition period from ______________ to______________

 

Commission file number 333-200629

 

EMERALD DATA, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

35-2513795

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

Avenida Dr.Rodrigo Rodrigues

No.223-225. Edif Nam Kwong. 8 Andar J2. Macau

(Address of registrant’s principal executive offices)

 

Registrant’s telephone number, including area code: (853) 28713852

 

Securities registered under Section 12(b) of the Act:

 

None

 

N/A

Title of each class

 

Name of each exchange on which registered

 

Securities registered under Section 12(g) of the Act:

 

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

 

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

 

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

 

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

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

x

(Do not check if a smaller reporting company)

 

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

 

As of August 31, 2017, the registrant had 5,050,000 shares of common stock issued and outstanding. No market value has been computed based upon the fact that no active trading market had been established as of December 14, 2017.

 

DOCUMENTS INCORPORATED BY REFERENCE 

 

No documents are incorporated into the text by reference.

 

 
 
 

 

Part I

 

Item 1

Business

 

3

 

Item 1A

Risk Factors

 

5

 

Item 1B

Unresolved Staff Comments

 

5

 

Item 2

Properties

 

6

 

Item 3

Legal Proceedings

 

6

 

Item 4

Mine Safety Disclosures

 

6

 

Part II

 

Item 5

Market for Registrant's Common Equity and Related Stockholder Matters

 

7

 

Item 6

Selected Financial Data

 

8

 

Item 7

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

8

 

Item 7A

Quantitative and Qualitative Disclosure about Market Risk

 

9

 

Item 8

Financial Statements and Supplementary Data

 

13

 

Item 9

Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

 

22

 

Item 9A

Controls and Procedures

 

22

Item 9B

Other Information

 

 

23

 

 

Part III

 

Item 10

Directors, Executive Officers of the Registrant

 

24

 

Item 11

Executive Compensation

 

24

 

Item 12

Security Ownership of Certain Beneficial Holders and Management

 

25

 

Item 13

Certain Relationships and Related Transactions

 

25

 

Item 14

Principal Accountant Fees and Services

 

25

 

Part IV

 

Item 15

Exhibits, Financial Statements Schedules

 

26

 

Signatures

 

27

 

 
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PART I

 

Forward Looking Statements

 

This Annual Report contains forward-looking statements that involve risk and uncertainties. We use words such as “anticipate”, “believe”, “plan”, “expect”, “future”, “intend”, and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this report. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us as described in the “Risk Factors” section and elsewhere in this report. 

 

General

 

Our financial statements are stated in United States dollars ($US) and are prepared in accordance with United States Generally Accepted Accounting Principles.

 

In this annual report, unless otherwise specified, all references to “common stock” refer to the common shares in our capital stock.

 

As used in this annual report, the terms “we”, “us”, “our”, “Emerald" and “Emerald Data” mean Emerald Data, Inc., unless the context clearly requires otherwise.

 

ITEM 1. BUSINESS

 

General Information

 

EMERALD DATA INC. was incorporated in the State of Nevada as a for-profit company on August 15, 2014 and established a fiscal year end of August 31.

 

Prior to takeover by new management on July 5, 2017, we are a development-stage company formed to develop and distribute our product to the furniture industry. To date, we have had limited operations. We have developed our business plan, and executed contracts with J and K Industrial Limited, LINHAI FEELWAY LEISURE PRODUCTS CO., Magic Style International Co., Ltd., Ningbo Grand Ocean International CO., Ltd., NINGBO JIADA LEISURE PRODUCTS CO., LTD. and Patio Design. These companies were engaged as independent contractors for the specific purpose of developing, manufacturing and supplying products for us. As of the date of the financial statements included in this filing, August 31, 2017 we had purchased products from LINHAI FEELWAY LEISURE PRODUCTS CO. for the sales revenue generated during that period. Our sales to date have been to one customer, Furniture Direct. We do not have any other customers and we cannot guarantee we ever will have any other customers. Even if we obtain more customers, there is no guarantee that we will generate a profit. If we cannot generate a profit, we will have to suspend or cease operations.

 

Then on July 5th, 2017, Janis Kalnins, the Company's Director and CEO, completed a transaction with New Million Global Holdings Limited, by which they acquired 3,310,000 shares of common stocks, representing 66% ownership of the Company. New Million Global Holdings Limited paid $255,623.00 in cash. On the same date, Mr. Kalnins resigned from his official positions as Director and CEO of the Company, and again on the same day the shareholders of the Corporation voted Mr. Michael Veng Kun Lun as Director, and CEO, and Mr. Teck Sion Lim as Director and CFO.

 

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. 

 

New Directors and Executive Officers

 

The following sets forth the name and position of each of our current executive officers and directors.

 

NAME

 

AGE

 

POSITION

 

Veng Kun LUN

 

55

 

Chief Executive Officer and Director

Teck Siong LIM

 

44

 

Chief Financial Officer and Director

 

Veng Kun LUN

 

Mr. Veng Kun Lun, aged 55, has more than 25 years’ experience in the marketing and sales industry. He is CEO of New Asia Energy, Inc., and was formerly Sales Manager of Jardine Office Solution, Macau; Founder and Director of All-In-One Officer Solution Co Ltd. He also was the founder and president of Green Environment Protection Association of Macau. In 2015, he was invited to be the Advisor of Overseas Chinese Federation of Fangchengang & Baise City in Guanxi, China. Mr. Lun holds a Diploma in Business Management from the Hong Kong Management Association.

 

Teck Siong LIM

 

Mr. Lim, 44, holds a Diploma in Business and Management from KDU College, Malaysia. Prior to joining the company, he was a unit sale manager of Great Eastern Life Assurance (M) Berhad, Malaysia. He was awarded the Million Dollar Producer Club in 1995, 1996 and 1997, and Supremacy Award winner of year 2000, 2001 and 2002. Mr. Lim brings more than 20 years of managerial experience in executive level finance to the

Company.

 

 
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Product

 

Before July 5, 2017, EMERALD DATA INC. executed contracts with J and K Industrial Limited, LINHAI FEELWAY LEISURE PRODUCTS CO., Magic Style International Co., Ltd., Ningbo Grand Ocean International CO., Ltd., NINGBO JIADA LEISURE PRODUCTS CO., LTD. and Patio Design. All are manufacturing companies having principal offices in China. These companies were engaged as independent contractors for the specific purpose of developing, manufacturing and supplying products for us. EMERALD DATA INC. will then distribute these Outdoor, Wicker, Patio, Garden Rattan Furniture to our clients. Initially we were selling “off the shelf” products that are offered by our suppliers. If we are successful in our business plan we will begin to develop our own furniture and also offer clients the ability to custom design their own products. Our table sets, chairs, sofas and other furniture products come with a 1-year warranty. We plan on expanding our product selection in the future. General market research done by our director shows table sets, chairs, sofas and other furniture similar to those we will offer are very popular outdoors in restaurants, resorts, private homes or just as stand-alone products. Our director conducted limited market research and talked to restaurant owners and some resorts buyers. His conclusion was that what we offer is what they are looking for, at fair price and high quality.

 

After new management took control on July 5, 2017, they made the decision to change the business model to food blogging.

 

Marketing

 

To extend and publicize the latest network trend, Emerald Data Inc. with its operating companies located in Macau, create this company to come onto our blog to advertise their business and to sponsor our business and at the same time to achieve mutual trust and win-win situation.

 

If the netizen speaks in the company’s blog, it will be free to express their personal satisfaction or dissatisfaction to the blog. A person to ten people even thousands are free to discuss, to make comments. In a brief period, there can be tens of thousands of netizens in the discussion creating the attention and the publicity needed

 

By Joining an affiliate program is a great way to make money promoting products and services you love. Basically, once you refer a product through an affiliate program and customer make a purchase, we’ll get a profit. It’s that easy.

 

Market Overview

 

Based on the current world trend, it is now World of Internet, internet world, computers and electronics companies, the world comes into the new century of computer networking. Regardless of which industry, internet is used as a marketing tool for a variety of sales thus reducing cost of networking.

 

Therefore, with these connections, it will help you grow your restaurants and entity and connects with food bloggers for a vital part of your digital marketing strategy.

 

According to Technorati Media statistics, blogs are the third most influential digital resource which people use when making purchases, just behind retail and branded sites. One of the best ways to help grow your entity is to reach out to food bloggers and get oneself enlisted on the bloggers’ sites. Business owners can also choose to conduct an on-going blogger outreach campaign by initiating and cultivating relationships with these foodies. You’ll find that creating a long-term relationship with food bloggers can be mutually beneficial and profitable.

 

With this new innovative way, we can achieve a higher sales and publicity of our products and merchandise .The use of internet has reached the most important part of the profitability of all enterprises be it both large and medium-sized enterprise or small enterprises.

 

About us

 

Emerald Data Inc.(EMRD) is a network of food related information dissemination company (referred to as Food Blog).

 

This business has hundreds of thousands of members. It has a diverse way to promote using blog articles, short video and photo to achieve extreme online exposure. It even creates customer awareness just to promote to the suburbs.

 

We are the trend mover for Asia and Southeast Asia food bloggers, Travel and food are perfect companions and this chart highlights the very best food bloggers in our company who go out and explore the world’s cuisines.

 

Emerald Data Inc. are one of leading trends for food Blogging Company. Blogging isn’t just a way for business to promote their products and services. It can actually be the main concept behind a number of businesses.

 

Our business model is two sided. Side one devotes our efforts towards mostly from advertisement and sponsored content such as restaurant, bar, lounge, travelling and etc.

 

 
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The other side is our passion project. We’re naming this the affiliate program and focusing on the rebuilding of how we as a community perceive food for around the world, this create hands-on opportunities to get our revenue.

 

Employees

 

 As of August 31, 2017, Company only have 2 employees i.e. the CEO and the CFO.

 

Offices

 

Our principal executive offices are located at Avenida Dr.Rodrigo Rodrigues.No,223-225, Edif .Nam Kwong. 8 Andar J2, Macau. Our phone number is (853) 28713852.

 

Government Regulation

 

We are required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the food blogging business in any jurisdiction which we would conduct activities. We do not believe that regulation will have a material impact on the way we conduct our business.

 

Legal Proceedings 

 

We are not currently a party to any legal proceedings, and we are not aware of any pending or potential legal actions.

 

ITEM 1A. RISK FACTORS

 

Our common shares are considered speculative. Prospective investors should consider carefully the risk factors set out below.

 

ITEM 1B. UNRESOLVED STAFF COMMENT

 

Not applicable.

 

RISK FACTORS

 

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this annual report before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

 

Risks Relating to our Business

 

WE ARE A DEVELOPMENT STAGE COMPANY AND HAVE COMMENCED LIMITED OPERATIONS IN OUR BUSINESS. WE EXPECT TO INCUR SIGNIFICANT OPERATING LOSSES FOR THE FORESEEABLE FUTURE.

 

We are authorized to issue up to 75,000,000 shares of common stock. At present, there are 5,050,000 issued and outstanding shares of common stock. Our Board of Directors has the authority to cause us to issue additional shares of common stock without consent of any of our stockholders. Consequently, our stockholders may experience more dilution in their ownership of our Company in the future, which could have an adverse effect on the trading market for our shares of common stock.

 

 
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ANTI-TAKEOVER AFFECTS OF CERTAIN PROVISIONS OF NEVADA STATE LAW HINDER A POTENTIAL TAKEOVER OF THE COMPANY.

 

Though not now, we may be or in the future we may become subject to Nevada’s control share law. A corporation is subject to Nevada’s control share law if it has more than 200 stockholders, at least 100 of whom are stockholders of record and residents of Nevada, and it does business in Nevada or through an affiliated corporation. The law focuses on the acquisition of a “controlling interest” which means the ownership of outstanding voting shares sufficient, but for the control share law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation in the election of directors: (i) one-fifth or more but less than one-third, (ii) one-third or more but less than a majority, or (iii) a majority or more. The ability to exercise such voting power may be direct or indirect, as well as individual or in association with others.

 

The effect of the control share law is that the acquiring person, and those acting in association with it, obtains only such voting rights in the control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders. The control share law contemplates that voting rights will be considered only once by the other stockholders. Thus, there is no authority to strip voting rights from the control shares of an acquiring person once those rights have been approved. If the stockholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent non-voting shares. The acquiring person is free to sell its shares to others. If the buyers of those shares themselves do not acquire a controlling interest, their shares do not become governed by the control share law.

 

If control shares are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of record, other than an acquiring person, who has not voted in favor of approval of voting rights is entitled to demand fair value for such stockholder’s shares.

 

Nevada’s control share law may have the effect of discouraging takeovers of the corporation. In addition to the control share law, Nevada has a business combination law which prohibits certain business combinations between Nevada corporations and “interested stockholders” for three years after the “interested stockholder” first becomes an “interested stockholder,” unless the corporation’s board of directors approves the combination in advance. For purposes of Nevada law, an “interested stockholder” is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of the corporation, or (ii) an affiliate or associate of the corporation and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation. The definition of the term “business combination” is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquirer to use the corporation’s assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders. The effect of Nevada’s business combination law is to potentially discourage parties interested in taking control of us from doing so if it cannot obtain the approval of our board of directors.

 

ITEM 2. PROPERTIES.

 

Our pervious principal executive offices were located at Atbrivosanas Aleja 5, Rezekne, Latvia.

 

Currently, the principal executive offices are located at Avenida Dr.Rodrigo Rodrigues No.223-225. Edif Nam Kwong. 8 Andar J2. Macau.Our phone number is (853) 28713852. These offices are provided free of charge by Veng Kun Lun, our Chief Executive Officer. Mr. Veng Kun Lun personally leased the office space and currently offers the space to the Company as its corporate office free of charge.

 

We currently have no investment policies as they pertain to real estate, real estate interests or real estate mortgages.

 

ITEM 3. LEGAL PROCEEDINGS.

 

We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or affiliates, or any registered or beneficial shareholder is an adverse party or has a material interest adverse to our interest.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

None.

 

 
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PART II

 

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

 

Market for Securities

 

Our common stock is listed on the Over-the Counter Bulletin Board. There has been no active trading of our common stock.

 

Holders of our Common Stock

 

As of August 31, 2016, there were 31 registered stockholders, holding 5,050,000 shares of our issued and outstanding common stock.

 

As of August 31,2017, there were 10 registered stockholders, holding 5,050,000 shares of our issued and outstanding common stock.

 

Dividend Policy

 

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

 

 

1.

We would not be able to pay our debts as they become due in the usual course of business; or

     

 

2.

Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

 

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

 

Recent Sales of Unregistered Securities

 

On August 15, 2014 the Company authorized 75,000,000 shares of common stock with a par value of $0.001 per share.

 

On August 25, 2014 the Company issued 4,000,000 shares of common stock for a purchase price of $0.001 per share to its sole director. The Company received proceeds of $4,000 from the sale of the common stock.

 

In February 2016 the Company issued 1,050,000 shares of common stock for a purchase price of $0.04 per share to 30 independent shareholders pursuant to the Company’s Registration Statement on Form S-1. The Company received proceeds of $42,000 from the sale of the common stock.

 

On July 5th, 2017, Janis Kalnins, the Company's Director and CEO, completed a transaction with New Million Global Holdings Limited, by which they acquired 3,310,000 shares of common stocks, representing 66% ownership of the Company. New Million Global Holdings Limited paid $255,623.00 in cash.

 

As of August 31, 2017, there were no outstanding stock options or warrants.

 

 
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Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 

We did not purchase any of our shares of common stock or other securities during our fiscal year ended August 31, 2017.

 

Securities Authorized for Issuance Under Equity Compensation Plans

 

We do not have any equity compensation plans.

 

ITEM 6. SELECTED FINANCIAL DATA.

 

Not Applicable.

 

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

 

Results of Operations

 

We recorded $82,772 (August 31, 2016:$129,546) and $75,040 (year ended August 31, 2016:$150,596) in respect of revenues and cost of goods sold for the year ended August 31,2017. There was a turnaround from a gross loss of $21,050 in last year to a gross profit of $7,732 this year.

 

The operating expenses were comprised of selling, general and administrative expenses of $43,729 (August 31, 2016:$66,326) for the year ended August 31, 2017, a decrease approximately 34% as compared to the last year.

 

The net loss for the year was $35,997 (August 31, 2016:$87,373) for the year ended August 31, 2017, a decrease approximately 59% as compared to the last year.

 

Our total assets at August 31, 2017 were $468 (August 31, 2016:$355) which were all in cash.

 

Our total current liabilities at August 31, 2017 were $6,918 which mainly comprised of accruals for certain professional fees. The current liabilities at August 31, 2016 were $71,883 which mainly comprised of accruals for certain payroll.

 

We currently anticipate our operating expenses (being legal and profession fees, establishing our office, website development and testing, marketing and advertising, and other expenses) over the next 12 months will be approximately $26,000.

 

On August 31, 2017 the Company authorized 75,000,000 (August 31, 2016:75,000,000) shares of common stock with a par value of $0.001 per share.

 

 
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As of August 31, 2017, the Company had 5,050,000 (August 31, 2016:5,050,000) shares of common stock issued and outstanding and there were no outstanding stock options or warrants.

 

Our independent accountant has issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we generate additional revenue sufficient to maintain operations or obtain additional capital to pay our bills. There is no assurance we will ever reach that stage.

 

Item 7A. Quantitative and Qualitative Disclosure About Market Risk

 

The company is in the planning stage of new business and is not exposed to any market risk at this moment.

 

Establish our Office

 

Month 1-12

 

Our director and CEO, Veng Kun LUN will take care of our initial administrative duties. The office will be established with basic office equipment, which should not exceed $5,000 in expenses. The office will be used for initial communication with food bloggers in Asia especially in China.

 

During this period, we intend to begin developing our website. Our director and CFO, Teck Siong LIM will be in charge of registering our web domain. Once we register our web domain, we plan to hire a web designer to help us with the design and develop our website. The website development costs, including site design and implementation will be $3,000. Updating and improving our website will continue throughout the lifetime of our operations.

 

We will start the negotiating with food bloggers firstly in Macau and moved on to China and rest of Asia.

 

 
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Other expenses

 

Other expenses may include hotels and other travel expenses.

 

Estimated Expenses for the Next Twelve Month Period

 

The following provides an overview of our estimated expenses to fund our plan of operation over the next twelve months:

 

Description

 

Fees

 

Legal and Professional fees

 

 

6,000

 

Establishing our office

 

 

5,000

 

Website development and testing

 

 

3,000

 

Marketing and advertising 

 

 

10,000

 

Other Expenses

 

 

2,000

 

Total

 

 

26,000

 

 

Liquidity and Capital Resources

 

At August 31, 2017, we had $468 in cash and there were outstanding liabilities of $6,918. Our director has verbally agreed to continue to loan the company funds for operating expenses in a limited scenario, but he has no legal obligation to do so.

 

 
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Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

 

There is limited historical financial information about us upon which to base an evaluation of our performance. We have meaningfully commenced business operations based upon the amount of revenue we have been able to generate. We are in start-up stage operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

 

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

 

Summary of significant accounting policies:

 

Use of Estimates and Assumptions

 

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

 

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

 

Fair Value of Financial Instruments

 

ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of August 31, 2016.

 

The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accrued liabilities and notes payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.

 

 
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Basic and Diluted Loss Per Share

 

The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.

 

Revenue Recognition

 

The Company follows the guidelines of ASC 605 for revenue recognition. Revenue is recognized when the product has been prepaid by the customer, shipped from either our office or one of our vendors and the product has been delivered to, or picked up by, the customer.

 

Income Taxes

 

We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets 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 the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

 

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.

 

Recent Accounting Pronouncements

 

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

 

Use of Estimates and Assumptions

 

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

 

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

 

Comparative Figures

 

In current year, certain comparative figures have been reclassified so as to conform with the current year’s presentation.

 

 
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders

Emerald Data Inc.

 

We have audited the accompanying balance sheets of Emerald Data Inc. ("the Company") as of August 31, 2017 and 2016, and the related statements of operations, stockholder's equity, and cash flows for each of the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal controls over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Emerald Data Inc. as of August 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 9, net loss for the years ended August 31, 2017 and 2016 were $35,997 and $87,373 respectively. As of August 31, 2017 and 2016, the Company had working capital deficits of $6,450 and $83,648 respectively. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also discussed in Note 10. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ JTC Fair Fong CPA Firm

JTC Fair Song CPA Firm

Shenzhen, China

Date: December 14, 2017

 

 
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EMERALD DATA INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS (Audited)

 

 

 

August 31

 

 

August 31

 

 

 

2017

 

 

2016

 

ASSETS

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

Cash

 

$ 468

 

 

$ 355

 

 

 

 

 

 

 

 

 

 

FIXED ASSETS

 

 

 

 

 

 

 

 

Buildings and Land

 

 

-

 

 

 

14,000

 

Accumulated Depreciation

 

 

-

 

 

 

(1,880 )

TOTAL ASSETS

 

$ 468

 

 

$ 12,475

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

Accrued expenses

 

$ 6,450

 

 

$ 83,333

 

Related party loan

 

 

468

 

 

 

670

 

Income tax payable

 

 

-

 

 

 

-

 

 

 

 

6,918

 

 

 

84,003

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock: authorized 75,000,000; $0.001 par value; 5,050,000 and 4,000,000 shares issued and outstanding at August 31, 2017 and 2016

 

 

5,050

 

 

 

5,050

 

Additional Paid in Capital

 

 

142,025

 

 

 

40,950

 

Deficits accumulated during the development stage

 

 

(153,525 )

 

 

(117,528 )

 

 

 

 

 

 

 

 

 

Total Stockholders' deficits

 

 

(6,450 )

 

 

(71,528 )

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 

$ 468

 

 

$ 12,475

 

 

The accompanying notes are an integral part of these financial statements

 

 
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EMERALD DATA INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS (Audited)

 

 

 

Year Ended

 

 

Year Ended

 

 

 

August 31, 2017

 

 

August 31, 2016

 

Income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$ 82,772

 

 

$ 129,546

 

Cost of Goods Sold:

 

 

 

 

 

 

 

 

Purchases

 

 

75,040

 

 

 

150,596

 

 

 

 

 

 

 

 

 

 

Gross Profit/(Loss)

 

 

7,732

 

 

 

(21,050 )

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

General and administrative

 

 

(43,729 )

 

 

(66,323 )

 

 

 

 

 

 

 

 

 

Total Expenses

 

 

(43,729 )

 

 

(66,323 )

Net loss before income tax provision

 

 

(35,997 )

 

 

(87,373 )

Provision for income tax

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net loss for the period

 

$ (35,997 )

 

$ (87,373 )

 

 

 

 

 

 

 

 

 

Net earnings (loss) per share:

 

 

 

 

 

 

 

 

Basic and diluted

 

$ (0.0071 )

 

$ (0.0173 )

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding:

 

 

 

 

 

 

 

 

Basic and diluted

 

 

5,050,000

 

 

 

5,050,000

 

 

The accompanying notes are an integral part of these financial statements

 

 
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EMERALD DATA INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Audited)

 

 

 

Common Stock

 

 

 

 

 

 

 

 

Total

 

 

 

Number of

 

 

 

 

 

Additional

 

 

Accumulated

 

 

Shareholders'

 

 

 

Shares

 

 

Par Value

 

 

Paid in Capital

 

 

Gain (Loss)

 

 

Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, August 31, 2015

 

 

4,000,000

 

 

$ 4,000

 

 

$ -

 

 

$ (30,155 )

 

$ (26,155 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common shares issued

 

 

1,050,000

 

 

 

1,050

 

 

 

40,950

 

 

 

-

 

 

 

42,000

 

Net loss for the year

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(87,373 )

 

 

(87,373 )

Balance, August 31, 2016

 

 

5,050,000

 

 

$ 5,050

 

 

$ 40,950

 

 

$ (117,528 )

 

$ (71,528 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Shares issued

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

Transfer/Reclassification

 

 

-

 

 

 

-

 

 

 

101,075

 

 

 

-

 

 

 

101,075

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the year

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(35,997 )

 

 

(35,997 )

Balance, August 31, 2017

 

 

5,050,000

 

 

$ 5,050

 

 

$ 142,025

 

 

$ (153,525 )

 

$ (6,450 )

 

The accompanying notes are an integral part of these financial statements

 

 
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EMERALD DATA INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS (Audited)

 

 

 

Year Ended

 

 

Year Ended

 

 

 

August 31, 2017

 

 

August 31, 2016

 

Operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$ (35,997 )

 

$ (87,373 )

Adjustment to reconcile net loss to net cash

 

 

 

 

 

 

 

 

provided by operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Accrued salary

 

 

-

 

 

 

40,000

 

Related party loan

 

 

-

 

 

 

-

 

Accrued expenses

 

 

34,942

 

 

 

-

 

Other payable-related parties

 

 

468

 

 

 

-

 

Accumulated Depreciation

 

 

700

 

 

 

933

 

 

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

 

113

 

 

 

(46,440 )

 

 

 

 

 

 

 

 

 

Financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from issuance of common stock

 

 

-

 

 

 

(42,000 )

 

 

 

 

 

 

 

 

 

Net cash provided by financing activities

 

 

-

 

 

 

(42,000 )

 

 

 

 

 

 

 

 

 

Net increase in cash

 

 

113

 

 

 

(4,440 )

 

 

 

 

 

 

 

 

 

Cash, beginning of period

 

 

355

 

 

 

4,795

 

 

 

 

 

 

 

 

 

 

Cash, end of period

 

$ 468

 

 

$ 355

 

 

 

 

 

 

 

 

 

 

Non-Cash Transaction:

 

 

 

 

 

 

 

 

Debts forgiveness and assets taken over by stockholder (net)

 

 

101,075

 

 

 

-

 

 

The accompanying notes are an integral part of these financial statements

 

 
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Emerald Data Inc.

Notes to the Financial Statements

August 31, 2017

 

Note 1: Organization and Basis of Presentation

 

Emerald Data Inc. (the “Company”) is a for profit corporation established under the corporate laws of the State of Nevada on August 15, 2014.

 

The Company is in the development phase and is in the business of distributing Outdoor, Wicker, Patio and Garden Rattan Furniture. As such, the Company is subject to all risks inherent to the establishment of a start-up business enterprise.

 

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Financial Statements and related disclosures as of August 31, 2017 are audited pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Unless the context otherwise requires, all references to “Emerald,” “we,” “us,” “our” or the “Company” are to Emerald Data Inc.

 

Note 2: Significant Accounting Policies and Recent Accounting Pronouncements

 

Use of Estimates and Assumptions

 

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

 

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

 

Fair Value of Financial Instruments

 

ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of August 31, 2017.

 

The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accrued liabilities and notes payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.

 

 
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Emerald Data Inc.

Notes to the Financial Statements

August 31, 2017

 

Basic and Diluted Loss Per Share

 

The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.

 

Revenue Recognition

 

In accordance with ASC 605 “Revenue Recognition”, the Company recognizes revenue when the following four criteria are met: (1) delivery has occurred or services rendered; (2) persuasive evidence of an arrangement exists; (3) there are no continuing obligations to the customer; and (4) the collection of related accounts receivable is probable.

 

Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue. Revenue is recognized when the product has been prepaid by the customer, shipped from either our office or one of our vendors and the product has been delivered to, or picked up by, the customer.

 

Income Taxes

 

We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets 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 the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

 

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.

 

Recent Accounting Pronouncements

 

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

 

 
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Emerald Data Inc.

Notes to the Financial Statements

August 31, 2017

 

Note 3: Concentrations

 

Initial sales are concentrated with one client. Sales are made without collateral and the credit-related losses are insignificant or non-existent. Accordingly, there is no provision made to include an allowance for doubtful accounts.

 

Note 4: Legal Matters

 

The Company has no known legal issues pending.

 

Note 5: Capital Stock

 

As of August 15, 2017 and 2016, the Company has authorized shares of common stock of 75,000,000 shares with a par value of $0.001 per share.

 

On August 25, 2014 the Company issued 4,000,000 shares of common stock for a purchase price of $0.001 per share to its sole director. The Company received proceeds of $4,000.00 from the sale of the common stock.

 

In February 2016 the Company issued 1,050,000 shares of common stock for a purchase price of $0.04 per share to 30 independent shareholders pursuant to the Company’s Registration Statement on Form S-1. The Company received proceeds of $42,000 from the sale of the common stock.

 

As of August 31, 2017 and 2016, there were no outstanding stock options or warrants.

 

Note 6: Income Taxes

 

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets 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 the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

 

ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.

 

There was no income tax expense for the years ended August 31, 2017 and 2016.

 

The tax rates were as follows:

 

Federal

 

 

34 %

State

 

 

5 %

 

 
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Emerald Data Inc.

Notes to the Financial Statements

August 31, 2017

 

Note 6: Income Taxes (continued)

 

The significant components of deferred tax assets and liabilities are as follows:

 

 

 

Year

Ended

 

 

Year

Ended

 

Deferred tax assets 

 

8/31/2017

 

 

8/31/2016

 

 

 

 

 

 

 

 

Net operating losses

 

$ (35,997 )

 

$ (87,373 )

 

 

 

 

 

 

 

 

 

Deferred tax liability

 

 

 

 

 

 

 

 

Net deferred tax assets

 

$ 14,038

 

 

$ 34,075

 

Less: valuation allowance

 

$ (14,038 )

 

$ (34,075 )

Deferred tax asset - net valuation allowance

 

 

-

 

 

 

-

 

 

Note 7: Related Party Transactions

 

The director of the Company provides office space and services free of charge. The Company's sole officer and director is involved in other business activities and may in the future, become involved in other business opportunities as they become available.

 

Note 8: Fixed Assets

 

In order to safeguard the interests of minority shareholders, upon the change of control on July 5, 2017, the property in Latvia with a net book value of $11,420 was assumed by the controlling shareholder. 

 

For the year ended August 31, 2017 the company recorded $700 in depreciation expense (2016: $933).

 

Note 9: Going Concern

 

The accompanying financial statements and notes have been prepared assuming that the Company will continue as a going concern.

 

The Company had limited operations during the year ended August 31, 2017 with a net loss of $35,997. There is no guarantee that the Company will continue to generate revenues. This condition raises substantial doubt about the Company’s ability to continue as a going concern. The Company is currently in the development stage. Management believes that the Company’s anticipated revenues may not be sufficient to cover the expenses they will incur during the next twelve months.

 

Note 9: Subsequent Events

 

On September 28th, 2017, the company executed a 30:1 Forward Stock Split (with no change in par value), which was made market effective the next day.

 

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

 

(a) On September 24, 2015, the Board of Directors of the Registrant received the resignation of Yichien Yeh, CPA, the company’s independent registered public account firm. The Board of Directors of the Registrant accepted the resignation of Yichien Yeh, CPA. The review reports of Yichien Yeh, CPA on the Company's financial statements for interim periods did not contain an adverse opinion.

 

There were no disagreements with Yichien Yeh, CPA whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Yichien Yeh CPA's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the registrant's financial statements.

 

The registrant requested that Yichien Yeh, CPA furnish it with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. The letter has was included as an exhibit to the Form 8-K filed with the Securities and Exchange Commission reporting this change.

 

b) On September 24, 2015, the registrant engaged AJSH & CO. LLP as its independent accountant. During the most recent fiscal year (since inception) and the interim periods preceding the engagement, the registrant had not consulted AJSH & CO. LLP regarding any of the matters set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.

 

ITEM 9A. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this report, the Company carried out, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) in ensuring that information required to be disclosed by the Company in its reports is recorded, processed, summarized and reported within the required time periods. In carrying out that evaluation, management identified a material weakness (as defined in Public Company Accounting Oversight Board Standard No. 2) in our internal control over financial reporting regarding a lack of adequate segregation of duties. Accordingly, based on their evaluation of our disclosure controls and procedures as of July 31, 2016, the Company’s Chief Executive Officer and its Chief Financial Officer have concluded that, as of that date, the Company’s controls and procedures were not effective for the purposes described above.

 

There was no change in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the year ended August 31, 2016 that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

 

Management’s Report on Internal Control over Financial Reporting

 

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. We have assessed the effectiveness of those internal controls as of September 30, 2012, using the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) Internal Control – Integrated Framework as a basis for our assessment.

 

 
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Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

 

A material weakness in internal controls is a deficiency in internal control, or combination of control deficiencies, that adversely affects the Company’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with accounting principles generally accepted in the United States of America such that there is more than a remote likelihood that a material misstatement of the Company’s annual or interim financial statements that is more than inconsequential will not be prevented or detected. In the course of making our assessment of the effectiveness of internal controls over financial reporting, we identified a material weakness in our internal control over financial reporting. This material weakness consisted of inadequate staffing and supervision within the bookkeeping and accounting operations of our company. The relatively small number of employees who have bookkeeping and accounting functions prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews.

 

As we are not aware of any instance in which the company failed to identify or resolve a disclosure matter or failed to perform a timely and effective review, we determined that the addition of personnel to our bookkeeping and accounting operations is not an efficient use of our resources at this time and not in the interest of shareholders.

 

Because of the above condition, the Company’s internal controls over financial reporting were not effective as of August 31, 2017.

 

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report. 

 

ITEM 9B. OTHER INFORMATION.

 

None.

 

 
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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. 

 

New Directors and Executive Officers

 

The following sets forth the name and position of each of our current executive officers and directors.

 

NAME

 

AGE

 

POSITION

 

Veng Kun LUN

 

55

 

Chief Executive Officer and Director

Teck Siong LIM

 

44

 

Chief Financial Officer and Director

 

Veng Kun LUN

 

Mr. Veng Kun Lun, aged 55, has more than 25 years’ experience in the marketing and sales industry. He is CEO of New Asia Energy, Inc., and was formerly Sales Manager of Jardine Office Solution, Macau; Founder and Director of All-In-One Officer Solution Co Ltd. He also was the founder and president of Green Environment Protection Association of Macau. In 2015, he was invited to be the Advisor of Overseas Chinese Federation of Fangchengang & Baise City in Guanxi, China. Mr. Lun holds a Diploma in Business Management from the Hong Kong Management Association.

 

Teck Siong LIM

 

Mr. Lim, 44, holds a Diploma in Business and Management from KDU College, Malaysia. Prior to joining the company, he was a unit sale manager of Great Eastern Life Assurance (M) Berhad, Malaysia. He was awarded the Million Dollar Producer Club in 1995, 1996 and 1997, and Supremacy Award winner of year 2000, 2001 and 2002. Mr. Lim brings more than 20 years of managerial experience in executive level finance to the

Company.

 

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of August 31, 2017 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) our director, and or (iii) our officer. Unless otherwise indicated, the stockholder listed possesses sole voting and investment power with respect to the shares shown.

 

Title of Class

 

Name and Address of

Beneficial Owner

 

Amount and Nature of

Beneficial Ownership

 

Percentage

 

Common Stock

 

New Million Global Holdings Ltd. 

209A Punggol Place, #12-1276, Singapore, 821209,SN

 

3,310,000 shares of common stock

 

65.54

 

%

 

(1) A beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As of August 31, 2017, there were 5,050,000 shares of our common stock issued and outstanding. 

 

 
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ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 

The Company's sole officer and director is involved in other business activities and may in the future, become involved in other business opportunities as they become available.

 

On August 25, 2014, we issued a total of 4,000,000 shares of restricted common stock to Janis Kalnins, our president and director in consideration of $4,000.

 

During the year ended August 31, 2015 the director of the Company advanced the Company $670. The balance on the loan from the director at August 31, 2016 is $670. The loan bears no interest and is payable on demand.

 

During the year ended August 31, 2016 the Company accrued $40,000 in payroll expenses for the Company’s sole officer. The balance of accrued payroll at August 31, 2016 is $83,333

 

During the year ended August 31, 2017, the director of the Company advanced the Company $468.

 

ITEM 13. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

During the year ended August 31,2017,the total fees billed for audit-related services was $5,500 for tax services was $0 and for all other services was $0.

 

During the year ended August 31, 2016, the total fees billed for audit-related services was $3,500 for tax services was $0 and for all other services was $0.

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Independent Public Accountants

 

On December 8, 2017, we engaged JTC Fair Song CPA as our new independent registered public accounting firm. The appointment of JTC was approved by our Board of Directors. During the fiscal year ended August 31, 2017, we did not consult with MB on (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company's financial statements, and JTC did not provide either a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) the subject of any disagreement, as defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

 

Audit Fees

 

During the year ended August 31, 2016, the total fees billed for audit-related services was $3,500, for tax services was $0 and for all other services was $0.

 

During the year ended August 31, 2017, the total fees billed for audit-related services was $5,500, for tax services was $0 and for all other services was $0.

 

 
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PART IV

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 

The following exhibits are included with this annual report:

 

Exhibit

Number

 

Description

3.1

 

Articles of Incorporation (filed as an exhibit to our Form S-1 Registration Statement and subsequent amendments)

3.2

 

Bylaws (filed as an exhibit to our Form S-1 Registration Statement and subsequent amendments)

14.1*

 

Code of Ethics

31.1*

 

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*

 

Certification of Chief Financial Officer pursuant Section 906 Certifications under Sarbanes-Oxley Act of 2002

32.1*

 

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.2*

 

Certification of Chief Financial Officer pursuant Section 906 Certifications under Sarbanes-Oxley Act of 2002

101*

 

Interactive data files pursuant to Rule 405 of Regulation S-T

_____________

* Filed herewith.

 

 
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SIGNATURES

 

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

 

 

Emerald Data Inc.

Registrant

 

Date December 14, 2017

By:

/s/ Teck Siong LIM

 

Teck Siong LIM

 

( Principal Financial Officer)

 

 

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