UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

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

 

For the quarterly period ended March 31, 2018

 

or

 

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

 

For the transition period from ______ to ______

 

Commission File Number 000-54828

 

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

 

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

 

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

 

(786) 363-0136

(Registrant’s telephone number, including area code)

  

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

 

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

 

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

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐     (Do not check if a smaller reporting company)	Smaller reporting company	☒
		Emerging growth company	☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

  

There were 12,000,383 shares of common stock issued and outstanding as of May 7, 2018.

 

 

 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements.	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	12
Item 4.	Controls and Procedures.	12
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	13
Item 1A.	Risk Factors.	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	13
Item 3.	Defaults Upon Senior Securities.	13
Item 4.	Mine Safety Disclosures.	13
Item 5.	Other Information.	13
Item 6.	Exhibits.	13
SIGNATURES		14

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

JADE GLOBAL HOLDINGS, INC.    

CONSOLIDATED BALANCE SHEETS    

     

		March 31,				December 31,
		2018				2017
		(Unaudited)
ASSETS
CURRENT ASSETS
Cash and Equivalents		$	251,187			$	472,485
Prepaid Expenses			75,387				-
Total Current Assets			326,574				472,485
TOTAL ASSETS		$	326,574			$	472,485
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and Accrued Expense		$	31,193			$	3,609
Due to Related Party			1,135				1,135
TOTAL LIABILITIES			32,328				4,744
COMMITMENTS AND CONTINGENCIES			-				-
STOCKHOLDERS’ EQUITY
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding			-				-
Common stock, $0.0001 par value, 25,000,000 shares authorized, 12,000,383 and 12,000,383 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively			1,200				1,200
Additional paid in capital			1,645,479				1,645,479
Accumulated deficit			(1,352,433	)			(1,178,938	)
Total Stockholders’ Equity / (Deficit)			294,246				467,741
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	326,574			$	472,485

 

See Accompanying Notes to the Condensed Unaudited Financial Statements

 

 

JADE GLOBAL HOLDINGS, INC.

STATEMENTS OF OPERATIONS

 (Unaudited)

 

		For the Three Months Ended
		March 31, 2018				March 31, 2017
REVENUES:
Revenue		$	-			$	-
OPERATING EXPENSES
General and Administrative			159,282				101,035
Filing Fees			1,495				3,805
Transfer Agent Fees			747				3,179
Professional Fees			12,000				12,212
Total Operating Expenses			173,524				120,231
LOSS FROM OPERATIONS			(173,524	)			(120,231	)
Other Income / (Loss)
Interest Income			29				40
Total Other Loss			29				40
NET LOSS BEFORE PROVISION FOR INCOME TAXES			(173,495	)			(120,191	)
PROVISION FOR INCOME TAXES			-				-
NET LOSS		$	(173,495	)		$	(120,191	)
Net loss per share - basic and diluted		$	(0.01	)		$	(0.01	)
Weighted average number of shares outstanding during the period - basic and diluted			12,000,383				10,393,603

 

See Accompanying Notes to the Condensed Unaudited Financial Statements

 

JADE GLOBAL HOLDINGS, INC.

STATEMENTS OF CASH FLOWS

 (Unaudited)

 

		For the Three Months Ended
		March 31, 2018				March 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(173,495	)		$	(120,191	)
Changes in operating assets and liabilities:
Decrease / (Increase) in prepaid expense			(75,387	)			-
Increase / (Decrease) in accounts payable and accrued expense			27,584				4,909
Increase / (Decrease) in due to related party			-				(158,751	)
Net Cash Provided / (Used In) By Operating Activities			(221,298	)			(274,033	)
CASH FLOWS FROM INVESTING ACTIVITIES:
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash provided by Related Party			-				160,000
Proceeds from sale of common stock			-				900,000
Net Cash Provided By Financing Activities			-				1,060,000
NET INCREASE / (DECREASE) IN CASH			(221,298	)			785,967
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			472,485				159,940
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	251,187			$	945,907
Supplemental Disclosures of Cash Flow Information
Cash paid for:
Interest Expense		$	-			$	-
Income Taxes		$	-			$	-
Non-cash investing & financing activities
Conversion of related party debt to common stock		$	-			$	160,000

 

See Accompanying Notes to the Condensed Unaudited Financial Statements

 

 

JADE GLOBAL HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2018

 

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

 

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

 

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

 

On July 20, 2017, Jade Global Holdings received Chinese government approval to form a new wholly-owned foreign enterprise operating subsidiary in Shanghai, P.R.China, Shanghai Jaedo Jewelry Co., Ltd. (“Jaedo”). Shanghai Jaedo Jewelry Co., Ltd. will seek opportunities to either enter into joint venture to open or to open wholly-owned jade trading clubs in the People’s Republic of China. As of March 31, 2018, Jaedo had not begun operations.

 

In January, 2018, the Company elected to change its year end from March 31 to December 31.

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Consolidation

 

The accompanying unaudited consolidated financial statements have been prepared on the accrual basis and include Shanghai Jaedo Jewelry Co., Ltd. (“Jaedo”). All significant inter-organizational accounts have been eliminated.

 

Accounting Basis

 

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, including the instructions to Form 10-Q and Regulation S-X. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America, including a summary of the Company’s significant accounting policies, have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive consolidated financial statements and should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2017, included in our Annual Report on Form 10-K for the year ended December 31, 2017. 

 

Cash and Cash Equivalents

 

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

 

Earnings (Loss) per Share

 

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

 

 

JADE GLOBAL HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2018

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

 

Income Taxes

 

The Company adopted FASB ASC 740, Income Taxes, at its inception. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. No deferred tax assets or liabilities were recognized as of March 31, 2018 or December 31, 2017, respectively.

 

Fair Value of Financial Investments

 

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

 

Advertising

 

The Company will expense advertising as incurred. Advertising expense was $0 and $0 for the three months ended March 31, 2018 and March 31, 2017, respectively.

 

Use of Estimates

 

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

 

Related Parties

 

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

 

 

JADE GLOBAL HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2018

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

 

Recent Authoritative Accounting Pronouncements

 

The Company has reviewed the Accounting Standards Updates through ASU No. 2018-05 and these updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

 

NOTE 3. GOING CONCERN

 

As reflected in the accompanying unaudited consolidated financial statements, the Company has a net loss of $173,495 and net cash used in operations of $221,298 for the three months ended March 31, 2018. In addition, the Company has not had any revenues and the only prospect for positive cash flow is through the issuance of common stock or debt. If the Company does not begin to generate sufficient revenue or raise additional funds through a financing, the Company may need to incur additional liabilities with certain related parties to sustain the Company’s existence. There are currently no plans or agreements in place to provide such funding. The Company will require additional funding to finance the growth of its future operations as well as to achieve its strategic objectives. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and generate revenue. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

NOTE 4. INCOME TAXES

 

The Financial Accounting Standards Board (FASB) has issued FASB ASC 740-10. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than- not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10, and did not have any material unrecognized tax benefits as of March 31, 2018 and December 31, 2017, respectively.

 

The Company files tax returns in the U.S. federal jurisdiction and the state of Florida. Our policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. During the three months ended March 31, 2018 and 2017, the Company did not recognize expense for interest or penalties related to income tax, and does not have any amounts accrued at March 31, 2018, as the Company does not believe it has taken any uncertain tax positions. Tax returns for the years ended March 31, 2015, March 31, 2016, March 31, 2017 and December 31, 2017 have been filed and remain open for examination by the taxing authorities.

 

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

 

On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the Tax Act) was enacted into law including a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21% effective January 1, 2018, among others. We are required to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, remeasuring our U.S. deferred tax assets and liabilities as well as reassessing the net realizability of our deferred tax assets and liabilities. The Company does not have any foreign earnings and therefore, we do not anticipate the impact of a transition tax. Since the Tax Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation are expected over the next 12 months, we consider the accounting of any transition tax, deferred tax re-measurements, and other items to be incomplete due to the forthcoming guidance and our ongoing analysis of final year-end data and tax positions. We expect to complete our analysis within the measurement period in accordance with SAB 118, and no later than fiscal year end December 31, 2018.

 

 

JADE GLOBAL HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2018

 

NOTE 4. INCOME TAXES - continued

 

At March 31, 2018, the Company had net operating loss carryforwards of approximately $1,352,433, which may be offset against future taxable income through 2038. No tax benefit has been reported in the financial statements because the potential tax benefits of the net operating loss carryforwards of approximately $284,011 are offset by a valuation allowance of the same amount.

 

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

 

NOTE 5. STOCKHOLDERS' EQUITY (DEFICIT)

 

Preferred Stock

 

There are 10,000,000 Preferred Shares at $0.0001 par value authorized with none issued and outstanding at March 31, 2018 and December 31, 2017.

  

Common Stock

 

There are 25,000,000 Common shares at $0.0001 par value authorized with 12,000,383 and 12,000,383 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively.

 

NOTE 5. STOCKHOLDERS’ DEFICIT

 

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

 

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

 

There are 25,000,000 common shares at $0.0001 par value authorized with 12,000,383 shares issued and outstanding at March 31, 2018.

 

NOTE 6. RELATED PARTY TRANSACTIONS AND DUE TO RELATED PARTY

 

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

 

On December 27, 2016, the Company’s CEO loaned the Company $160,000 to fund operations. The loan was due on demand and bore no interest. On March 17, 2017, the loan was converted into 1,735,358 shares of common stock at a price of $0.0922 per share.

 

 

JADE GLOBAL HOLDINGS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2018

 

NOTE 6. RELATED PARTY TRANSACTIONS AND DUE TO RELATED PARTY - continued

 

On August 7, 2017, the Company’s CEO loaned the Company $1,135 to fund operations. The loan is due on demand and bears no interest.

 

During the three months ended March 31, 2018, $30,000 in consulting fees were paid to EverAsia Financial Group, Inc, a company beneficially owned or controlled by Scott Silverman, our Chief Financial Officer and Director. At March 31, 2018 and December 31, 2017, $0 and $0 in accounts payable were due to EverAsia Financial Group.

 

During the three months ended March 31, 2018 and March 31, 2017, $72,000 and $40,387 in consulting fees were paid, respectively, to Forbstco International, LLC, a company beneficially owned or controlled by Min Shi, our Secretary and Director. At March 31, 2018 and December 31, 2017, $0 and $0 in accounts payable were due Forbstco International, respectively.

 

The Company owed $1,135 and $1,135 to Related Parties at March 31, 2018 and December 31, 2017, respectively.

 

NOTE 7. CONCENTRATIONS OF RISKS

 

Cash Balances

 

The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (FDIC). All other deposit accounts at FDIC-insured institutions were insured up to at least $250,000 per depositor until December 31, 2009. On April 1, 2010, FDIC deposit insurance for all deposit accounts, except for certain retirement accounts, returned to $250,000 per depositor. Insurance coverage for certain retirement accounts, which include all IRA deposit accounts, will remain at $250,000 per depositor. Our cash balance at March 31, 2018 and December 31, 2017 were in excess of the FDIC insurance threshold.

 

NOTE 8. SUBSEQUENT EVENTS

 

Management has evaluated subsequent events through the date these financial statements were issued. Based on our evaluation no events have occurred that require disclosure. 

 

 

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

 

Forward-Looking Statements

 

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

 

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

 

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

 

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

  

Overview

 

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

 

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

 

On July 20, 2017, we received approval from the PRC government to form a wholly foreign owned entity, or WFOE, in China, which we plan to utilize to establish joint ventures to open wholly-owned jade trading clubs in China. The shopping experience will be unlike that in any existing traditional retail jewelry store. Instead, our stores will include a retail showroom and a private viewing room with a museum-like setting displaying a rotating collection of museum quality pieces where patrons may examine or purchase higher value items. We intend to decorate in a tasteful blend of Western and Eastern aesthetics to appeal to all customers, while reminding customers of the Asian spirituality of Jade. As of March 31, 2018, the WFOE has not yet been formed and operations have not commenced.

 

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

 

Our brand will endeavor to offer trendy, hip products for all ages. We plan to supply medium quality and high quality “designer” Jewelry to appeal to every taste. In addition to jewelry, we will also sell high quality and museum quality collectibles. Finally, we plan to sell bulk jade on a wholesale basis to jewelry designers, artisans, investors and collectors.

 

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

 

 

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

 

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

  

Results of Operations

 

The following summary of our results of operations should be read in conjunction with our unaudited interim financial statements for the three months ended March 31, 2018 and 2017.

 

Our operating results for the three months ended March 31, 2018 and 2017 are summarized as follows:

 

		Three Months Ended
		March 31,
		2018				2017
Revenue		$	-			$	-
General and Administrative		$	159,282			$	101,035
Filing Fees		$	1,495			$	3,805
Transfer agent fees		$	747			$	3,179
Professional fees		$	12,000			$	12,212
Loss from Operations		$	(173,524	)		$	(120,231	)
Other Income		$	29			$	40
Net Loss		$	(173,495	)		$	(120,191	)

 

Results of Operations – Three Months ended March 31, 2018 and 2017

 

No revenue has been generated by the Company for the three months ended March 31, 2018 and 2017. The Company’s financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

 

The Company has experienced losses from operations, and it does not have a source of revenue. Its continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company.

 

We incurred $159,282 in general and administrative expenses for the three months ended March 31, 2018, compared to $101,035 for the three months ended March 31, 2017. The substantial increase is due to the hiring of several consultants, establishment of an office and general increase in business operations. We incurred $1,495 in expenses from filings fees for the three months ended March 31, 2018, compared to $3,805 for the three months ended March 31, 2017. The decrease is mainly due to decreased financial printing costs. We also incurred $747 in fees from the transfer agent for the three months ended March 31, 2018, compared to $3,179 for the three months ended March 31, 2017. The decrease in this expense is mainly attributable to decreased fees related to the monthly costs of maintaining our stock ledger and other related costs. Lastly, we incurred $12,000 in professional fees for the three months ended March 31, 2018, compared to $12,212 for the three months ended March 31, 2017.

 

Due to the factors described above, our operating expenses for the three months ended March 31, 2018 were $173,524 compared to operating expenses of $120,231 for the three months ended March 31, 2017. 

 

The Company’s net loss for the three months ended March 31, 2018 was $173,495, compared to $120,191 for the three months ended March 31, 2017.

 

Liquidity and Capital Resources

 

For the three months ended March 31, 2018, the net cash used in operating activities was $221,298 compared with $274,033 used by operating activities for the three months ended March 31, 2017. The change is related to the change in operations from developing our new business plan. For the three months ended March 31, 2018 and March 31, 2017, the net cash used in investing activities was $0 and $0, respectively. The net cash provided by financing activities was $0 for the three months ended March 31, 2018 compared with $1,060,000 for the three months ended March 31, 2017. The cash provided by financing activities was the result of the sale of 9,476,525 shares of Company’s common stock $0.0001 par value per share at a price of $0.0922 per share for an aggregate of $873,500 to 10 non-U.S. investors, the conversion of a $160,000 loan payable to our CEO into 1,735,358 shares of common stock $0.0001 par value at a price of $0.0922 per share and the sale of 287,484 shares of common stock $0.0001 par value per share at a price of $0.0922 per share for an aggregate price of $26,500 to EverAsia Financial Group, Inc, a company beneficially owned and controlled by our CFO on March 13, 2017. The Company had a total cash balance of $251,187 as of March 31, 2018 compared with $472,485 at December 31, 2017.

  

 

The following is a summary of the Company’s cash flows provided by (used in) operating, investing, and financing activities for the three months ended March 31, 2018:

 

		For the Three Months ended March 31, 2018				For the Three Months ended March 31, 2017
Net Cash Provided by (Used in) Operating Activities		$	(221,298	)		$	(274,033	)
Net Cash Provided by (Used in) Investing Activities		$	-			$	-
Net Cash Provided by (Used in) Financing Activities		$	-			$	1,060,000
Net Increase (Decrease) in Cash for the Period		$	(221,298	)		$	(785,967	)

 

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

 

Critical Accounting Policies

 

Accounting Basis

 

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

 

Cash and Cash Equivalents

 

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

 

Earnings (Loss) per Share

 

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

 

Income Taxes

 

Our company adopted FASB ASC 740, Income Taxes, at its inception. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. No deferred tax assets or liabilities were recognized as of March 31,2018 or December 31, 2017, respectively.

 

 

Recent Accounting Pronouncements

 

Our company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements including those not yet effective is not anticipated to have a material effect on the financial position or results of operations of our company.

 

Off-Balance Sheet Arrangements

 

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

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

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

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

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

 

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

 

Changes in Internal Control over Financial Reporting

 

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

 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

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

  

Item 1A. Risk Factors.

 

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

 

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

 

There were no unregistered sales of the Company’s equity securities during the three months ended March 31, 2018, that were not otherwise disclosed in a Current Report on Form 8-K.  

 

Item 3. Defaults Upon Senior Securities.

 

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

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

Item 6. Exhibits.

 

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

 

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

 

 

SIGNATURES

 

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

 

	JADE GLOBAL HOLDINGS, INC.
Date: May 7, 2018	By:	/s/ Guoqiang Qian
		Guoqiang Qian
		President, Chief Executive Officer and Director (Principal Executive Officer)
	By:	/s/ Scott J. Silverman
		Scott J. Silverman  Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer)

 

 

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