Attached files
| file | filename |
|---|---|
| EX-32 - EX-32 - Luxxo, Inc. | ex32.htm |
| EX-31 - EX-31 - Luxxo, Inc. | ex31.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED FEBRUARY 29, 2020
OR
| [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
COMMISSION FILE NUMBER: 333-215528
Luxxo, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 38-4015038 | ||
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | ||
|
Bukit Jalil City Signature Shop-Offices, N-9-1, N-9-2, N-9-3, Pusat Perdagangan Bandar Bukit Jalil, Persiaran Jalil 2, 57000 Kuala Lumpur, Malaysia
|
59200 (Zip Code) |
||
| (Address of Principal Executive Offices) |
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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. [X] 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 (Section 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). [X] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a small reporting company. See definition of large accelerated filer, accelerated filer and small reporting company in Rule 12b-2 of the Securities Exchange Act of 1934.
| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☒ | ||
| 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).
[X] Yes [ ] No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of June 2, 2020, there were 270,000,000 shares of the Registrant’s common stock, par value $0.0001 per share, issued and outstanding. As of June 2, 2020, there were no shares of preferred stock issued and outstanding.
-1-
-2-
PART I - FINANCIAL INFORMATION
| ITEM 1 | FINANCIAL STATEMENTS |
LUXXO, INC.
|
2020 |
August 31, 2019 | ||||||
| (Unaudited) | |||||||
| ASSETS | |||||||
| Current Assets | |||||||
| Cash equivalents | $ | 244,658 | $ | 200,705 | |||
| Prepaid expense | 21,150 | - | |||||
| Total Current Assets | 265,808 | 200,705 | |||||
| TOTAL ASSETS | $ | 265,808 | $ | 200,705 | |||
| LIABILITIES & STOCKHOLDERS’ EQUITY | |||||||
| Current Liabilities | |||||||
| Accrued expenses | $ | 10,530 | $ | 16,730 | |||
| Accounts payable | - | 27,540 | |||||
| Total Current Liabilities | 10,530 | 44,270 | |||||
| TOTAL LIABILITIES | 10,530 | 44,270 | |||||
| Stockholders’ Equity | |||||||
| Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none issued and outstanding as of February 29, 2020 and August 31, 2019 | - | - | |||||
| Common stock, $0.0001 par value, 500,000,000 shares authorized, 270,000,000 and 16,100,000 shares issued and outstanding as of February 29, 2020 and August 31, 2019, respectively | 27,000 | 1,610 | |||||
| Common stock, $0.0001 par value, 10,000 and 253,900,000 shares subscribed as of February 29, 2020 and August 31, 2019, respectively | 1 | 25,390 | |||||
| Common stock receivable | - | (25,390) | |||||
| Additional paid in capital | 618,849 | 484,945 | |||||
| Accumulated deficit | (390,572) | (330,120) | |||||
| Total Stockholders’ Equity | $ | 255,278 | $ | 156,435 | |||
| TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY | $ | 265,808 | $ | 200,705 | |||
The accompanying notes are an integral part of these unaudited financial statements.
-F1-
LUXXO, INC.
(UNAUDITED)
|
Three Months Ended February 29, 2020 |
Three Months Ended February 28, 2019 |
Six Months Ended February 29, 2020 |
Six Months Ended February 28, 2019 | |||||
| Operating Expenses | ||||||||
| General and administrative expenses | $ | 34,468 | $ | 8,050 | $ | 60,452 | $ | 19,898 |
| Total Operating Expenses | $ | (34,468) | $ | (8,050) | $ | (60,452) | $ | (19,898) |
| Net Loss | $ | (34,468) | $ | (8,050) | $ | (60,452) | $ | (19,898) |
| Basic and Diluted Loss Per Common Share | $ | (0.00) | $ | (0.00) |
$ |
(0.00) |
$ |
(0.00) |
| Weighted average number of common shares outstanding | 270,000,000 | 16,100,000 | 233,728,571 | 16,100,000 |
The accompanying notes are an integral part of these unaudited financial statements.
-F2-
LUXXO, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE AND SIX MONTHS ENDED FEBRUARY 29, 2020
(UNAUDITED)
| Common Stock | Par Value Common Stock | Additional Paid-in Capital |
Common Stock Subscribed |
Par Value Common Stock |
Common Stock Receivable |
Accumulated Deficit | Total | ||||||||
| Balance as of August 31, 2019 | 16,100,000 | $ | 1,610 | $ | 484,945 |
253,900,000 |
$ |
25,390 |
$ |
(25,390) |
$ | (330,120) | $ | 156,435 | |
| Issuance of common stock subscribed | 194,155,000 | 19,416 | - | (194,155,000) | (19,416) | 19,416 | - | 19,416 | |||||||
| Expenses and prepayment paid on behalf of the Company as contribution to capital | - | - | 77,161 | - | - | - | - | 77,161 | |||||||
| Net loss | - | - | - | - | - | - | (25,984) | (25,984) | |||||||
| Balance as of November 30, 2019 | 210,255,000 | $ | 21,026 | $ | 562,106 | 59,745,000 | $ | 5,974 | $ | (5,974) | $ | (356,104) | $ | 227,028 | |
| Issuance of common stock subscribed | 59,745,000 | 5,974 | - | (59,745,000) | (5,974) | 5,974 | - | 5,974 | |||||||
| Common stock issued for cash | - | - | 18,884 | 10,000 | 1 | - | - | 18,885 | |||||||
| Expenses, prepayment, accounts payable and accrued expenses paid on behalf of the Company as contribution to capital | - | - | 37,859 | - | - | - | - | 37,859 | |||||||
| Net loss | - | - | - | - | - | - | (34,468) | (34,468) | |||||||
| Balance as of February 29, 2020 | 270,000,000 | $ | 27,000 | $ | 618,849 |
10,000 |
$ |
1 |
$ |
- |
$ | (390,572) | $ | 255,278 |
LUXXO, INC.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2019
(UNAUDITED)
| Common Stock | Par Value Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total | ||||||
| Balance as of August 31, 2018 | 16,100,000 | $ | 1,610 | $ | 247,849 | $ | (242,184) | $ | 7,275 | |
| Expenses paid on behalf of the Company as contribution to capital | - | - | 528 | - | 528 | |||||
| Net loss | - | - | - | (11,848) | (11,848) | |||||
| Balance as of November 30, 2018 | 16,100,000 | $ | 1,610 | $ | 248,377 | $ | (254,032) | $ | (4,045) | |
| Expenses paid on behalf of the Company as contribution to capital | - | - | 7,730 | - | 7,730 | |||||
| Net loss | - | - | - | (8,050) | (8,050) | |||||
| Related party loan forgiven | - | - | 172,000 | - | 172,000 | |||||
| Balance as of February 28, 2019 | 16,100,000 | $ | 1,610 | $ | 428,107 |
$ |
(262,082) | $ | 167,635 |
The accompanying notes are an integral part of these unaudited financial statements.
-F3-
LUXXO, INC.
(UNAUDITED)
| For the Six Months Ended | ||||||
| February 29, 2020 | February 28, 2019 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
| Net loss | $ | (60,452) | $ | (19,898) | ||
| Adjustment to reconcile net loss to net cash used in operating activities: | ||||||
| Expenses paid on behalf of the Company as contribution to capital | 49,600 | 8,258 | ||||
| Changes in current assets and liabilities: | ||||||
| Accounts payable | - | 27,540 | ||||
| Accrued expenses | 10,530 | (16,600) | ||||
| Net cash used in operating activities | (322) | (700) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
| Proceeds from issuance of common stock – related parties | $ | 22,391 | $ | - | ||
| Proceeds from issuance of common stock – non-related parties | 21,884 | - | ||||
| Net cash provided by financing activities | 44,275 | - | ||||
| Net increase (decrease) in cash | $ | 43,953 | $ | (700) | ||
| Cash equivalents at beginning of period | 200,705 | 201,405 | ||||
| Cash equivalents at end of period | $ | 244,658 | $ | 200,705 | ||
| SUPPLEMENTAL INFORMATION | ||||||
| Interest paid | $ | - | $ | - | ||
| Income taxes paid | $ | - | $ | - | ||
| Non-cash financing activities: | ||||||
| Prepayment made by related party on behalf of the Company | $ | 21,150 | $ | - | ||
| Accounts payable and accrued expense paid off by related party on behalf of the Company | $ | 44,270 | $ | - | ||
The accompanying notes are an integral part of these unaudited financial statements.
-F4-
LUXXO, INC.
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
Note 1 - Organization and Description of Business
Luxxo, Inc., a Delaware corporation (“the Company”), formerly Global Bridge Capital, Inc., was originally incorporated under the laws of the State of Delaware on August 22, 2016 with the name Global Bridge Capital, Inc.
On December 15, 2017 the Company acquired 100% of the membership interests of Global Bridge Asset Management LLC, a Delaware Limited Liability Company. Global Bridge Asset Management LLC had no assets at August 31, 2018. As of July 1, 2018, the Company no longer has ownership of Global Bridge Asset Management LLC. On July 1, 2018, the Company entered into an LLC Membership Assignment agreement with Invinity Group Berhad, a company with common former officer. The result of the agreement was that the Company assigned, transferred, and conveyed 100% of the rights, title and interest in Global Bridge Asset Management, LLC , a Delaware Limited Liability Company, to Invinity Group Berhad. This agreement left the Company with no interest in Global Bridge Asset Management, LLC. There was no consideration rendered to the company resulting from this agreement.
As of August 31, 2018 we were a Company with a focus on financial services, formed with the goal of becoming one of the premiere financial services companies in South East Asia and China. We intended to offer a variety of services ranging from cross border IPO advisory services, investment banking, asset management, private equity and pre-IPO debt financing for middle-size businesses located in South East Asia and China. We have, however, since terminated the aforementioned plans in their entirety and now currently seek to provide services relating to medical tourism in South East Asia.
On October 24, 2018, the Company’s Board of Directors approved to change the name of the Company from “Global Bridge Capital, Inc.” to “Luxxo, Inc.”
On October 24, 2018, we filed a Certificate of Amendment with the Delaware Secretary of State to change our name to Luxxo, Inc.
On December 13, 2018 we ceased all previous business activities relating to, what is now, our previous business plan. On the same day we adopted a new business plan, which we seek to carry out. Presently, and going forward, we intend to provide services relating to medical tourism in South East Asia.
The Company has elected August 31st as its year end.
Note 2 - Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's most recent Annual Financial Statements filed with the SEC on Form 10K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the year ended August 31, 2019, as reported in the filed FORM 10-K, have been omitted.
-F5-
Note 3 - Going Concern
The accompanying financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.
The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, reoccurring losses, and other adverse key financial ratios.
The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital however, there is not guarantee management will provide sufficient or any funds of any kind. There is also no assurance that management's plan(s) will be successful.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.
Note 4 - Shareholders’ Equity
Common Stock, Common Stock Subscribed and Common Stock Receivable
During the months of July and August of 2019, the Company sold 253,900,000 shares of restricted common stock at par value, $0.0001 per share, to approximately 567 non-US investors. The total capital raised from the aforementioned offering was $25,390. The shares were issued and payments for the share purchases were received during the six months ended February 29, 2020. Among the $25,390 payments received, $22,391 of which was from the below seven related parties and $2,999 was from non-related parties. 253,900,000 shares were transferred from common stock subscribed to common stock during the six months ended February 29, 2020.
1) Lim Wei Foon, Chief Financial Officer – $5,597 for 55,975,000 restricted shares of common stock
2) Janice Lim Lai Yee, relative of Chief Financial Officer - $1 for 5,000 restricted shares of common stock
3) Ee Ewe Chuan, Chief Executive Officer – $5,598 for 55,975,000 restricted shares of common stock
4) Ch'ng Wee Ling, President – $5,598 for 55,975,000 restricted shares of common stock
5) Tan Boon Yew, Chief Marketing Officer – $1,597 for 15,795,000 restricted shares of common stock
6) Luxxo Holdings Berhad, common ownership – $1,000 for 10,000,000 restricted shares of common stock
7) Luxxo International Limited, common ownership - $3,000 for 30,000,000 restricted shares of common stock
On February 1, 2020, the Company sold 10,000 shares of restricted common stock with $0.0001 par value to a non-related party for cash of $18,885. The shares were not yet issued as of the filing date and was recorded as common stock subscribed.
Additional Paid-in Capital
During the six months ended February 29, 2020, related party Luxxo Holdings Berhard paid $49,600 expenses, made $21,150 prepayment and paid off $44,270 accounts payable and accrued expense on behalf of the Company. These payments, consisting mostly of professional fees and franchise taxes, are considered contributions to capital and recorded as additional paid in capital due to the fact that the related party does not require repayment from the Company.
During the six months ended February 28, 2019, our consulting firm, Invinity Consulting, paid expenses on behalf of the Company totaling $528. In addition, related party Luxxo Holdings Berhard paid expenses on behalf of the Company totaling $7,730. These expenses, consisting of filing fees and franchise taxes, are considered contributions to capital and recorded as additional paid in capital due to the fact that the related party does not require repayment from the Company.
Note 5 - Related-Party Transactions
Common Stock issued for cash
During the six months ended February 29, 2020, the Company received payments totaling $22,391 from four officers/directors of the Company, their relatives, Luxxo Holdings Berhard and Luxxo International Limited for 223,905,000 shares of restricted common stock. (See Note 4 – Common Stock, Common Stock Subscribed and Common Stock Receivable).
Contributed Capital
During the six months ended February 29, 2020, related party Luxxo Holdings Berhard provided contributed capital of $115,020 to the Company. (See Note 4 – Additional Paid-in Capital).
Office Space
The Company’s office space is provided rent free by our current officers and directors at the address of Bukit Jalil City Signature Shop-Offices, N-9-1, N-9-2, N-9-3, Pusat Perdagangan Bandar Bukit Jalil, Persiaran Jalil 2, 57000 Kuala Lumpur, Malaysia.
Consulting Service
Since January 2020, our consulting firm, Invinity Consulting, provided consulting services to the Company for free.
-F6-
| ITEM 2 | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
Company Overview
Corporate History
Luxxo, Inc., Formerly known as “Global Bridge Capital, Inc.,” was incorporated under the laws of the State of Delaware on August 22, 2016.
On August 23, 2016 Tan Yu Chai was appointed Chief Executive Officer (CEO), Chief Financial Officer (CFO) Chief Accounting Officer (CAO) and a Director of the Company.
On August 23, 2016 Goh Hock Seng was appointed President and a Director of the Company.
On August 23, 2016 the Company issued 5,000,000 shares of restricted common stock at par value ($0.0001 per share) to each Tan Yu Chai and Goh Hock Seng. The shares were issued as founding shares. No monies were paid for the shares.
On December 13, 2016 Tan Yu Chai resigned as Chief Financial Officer (CFO) and Chief Accounting Officer (CAO) of the Company.
On December 13, 2016 Phang Kuang Yoang was appointed Chief Financial Officer (CFO) and Chief Accounting Officer (CAO) of the Company. On August 22, 2017 we entered into an agreement (“the agreement”) with Phillip David Huber, a North Carolina resident, to purchase 100% of the equity interest of C.E. Hutchison & Company (d/b/a The Hutchison Company), a North Carolina corporation.
On July 27, 2018, both of the aforementioned parties agreed to terminate the agreement and not go forward with the transaction. In connection with the termination of the agreement, the Company paid Phillip David Huber fifteen thousand five hundred and ninety dollars ($15,590). The payment is deemed to include and settle all claims in connection with the cancellation of the agreement.
On September 1, 2017, the Board approved the appointment of Jeremy Mah Waye Shawn as our Chief Investment Officer, with an effective date of appointment on September 1, 2017.
On December 15, 2017, the Company set up and acquired 100% of the membership interests of Global Bridge Asset Management LLC, a Delaware Limited Liability Company. Global Bridge Asset Management LLC has no assets, and no operations yet at this time.
On February 9, 2018 Jeremy Mah Waye Shawn and Phang Kuang Yoang were each appointed as a Director by the Board of Directors with unanimous approval.
On February 9, 2018 the board unanimously approved to issue the following number of shares of restricted common stock to each of the respective individuals. All shares were issued for services rendered to the Company, and no monies were paid for any shares. Shares were issued at par value $0.0001 on February 9, 2018.
1) Jeremy Mah Waye Shawn - 3,750,000 restricted shares of common stock
2) Phang Kuang Yoang - 1,250,000 restricted shares of common stock
3) Benny Lee Joo Chai - 1,000,000 restricted shares of common stock
4) Dennis Patrick McMahon - 100,000 restricted shares of common stock
Benny Lee Joo Chai and Dennis Patrick McMahon are business associates of the aforementioned parties.
On October 23, 2018, Mr. Tan Yu Chai resigned as Director; such resignation is to be effective ten days after the filing and mailing of an Information Statement required by Rule 14f-1 under the Securities Exchange Act of 1934, as amended. The resignation was not the result of any disagreement with us on any matter relating to our operations, policies or practices.
On July 1, 2018, the Company entered into an LLC Membership Assignment agreement with Invinity Group Berhad, a company controlled by former officers and major shareholders of the company, Jeremy Mah Waye Shawn, Goh Hock Seng and Benny Lee Joo Chai. The result of the agreement was that the Company assigned, transferred, and conveyed 100% of the rights, title and interest in Global Bridge Asset Management, LLC , a Delaware Limited Liability Company, to Invinity Group Berhad. This agreement left the Company with no interest in Global Bridge Asset Management, LLC. There was no consideration rendered to the company resulting from this agreement.
On October 21, 2018, Phang Kuang Yoang, a shareholder of Global Bridge Capital, entered into a Share Purchase Agreement with Benny Lee Joo Chai. Pursuant to this agreement Phang Kuang Yoang transferred 1,250,000 shares of our common stock to Benny Lee Joo Chai in consideration of $125.00.
On October 21, 2018, Dennis Patrick McMahon, a shareholder of Global Bridge Capital, entered into a Share Purchase Agreement with Benny Lee Joo Chai. Pursuant to this agreement Dennis Patrick McMahon transferred 100,000 shares of our common stock to Benny Lee Joo Chai in consideration of $10.00.
On October 21, 2018, Jeremy Mah Waye Shawn, a shareholder of Global Bridge Capital, entered into a Share Purchase Agreement with Benny Lee Joo Chai. Pursuant to this agreement Jeremy Mah Waye Shawn transferred 3,750,000 shares of our common stock to Benny Lee Joo Chai in consideration of $375.00.
On October 21, 2018, Goh Hock Seng, a shareholder of Global Bridge Capital, entered into a Share Purchase Agreement with Benny Lee Joo Chai. Pursuant to this agreement Goh Hock Seng, transferred 5,000,000 shares of our common stock to Benny Lee Joo Chai in consideration of $500.00.
On October 21, 2018, Tan Yu Chai, a shareholder of Global Bridge Capital, entered into a Share Purchase Agreement with Benny Lee Joo Chai. Pursuant to this agreement Tan Yu Chai, transferred 5,000,000 shares of our common stock to Benny Lee Joo Chai in consideration of $500.00.
On October 22, 2018, Benny Lee Joo Chai, a shareholder of Global Bridge Capital, entered into a Share Purchase Agreement with Ch’ng Wee Ling. Pursuant to this agreement Benny Lee Joo Chai, transferred 4,025,000 shares of our common stock to Ch’ng Wee Ling in consideration of $402.50.
On October 22, 2018, Benny Lee Joo Chai, a shareholder of Global Bridge Capital, entered into a Share Purchase Agreement with Lim Wei Foon. Pursuant to this agreement Benny Lee Joo Chai, transferred 4,025,000 shares of our common stock to Lim Wei Foon in consideration of $402.50.
On October 22, 2018, Benny Lee Joo Chai, a shareholder of Global Bridge Capital, entered into a Share Purchase Agreement with Ee Ewe Chuan. Pursuant to this agreement Benny Lee Joo Chai, transferred 4,025,000 shares of our common stock to Ee Ewe Chuan in consideration of $402.50.
On October 22, 2018, Benny Lee Joo Chai, a shareholder of Global Bridge Capital, entered into a Share Purchase Agreement with Tan Boon Yew. Pursuant to this agreement Benny Lee Joo Chai, transferred 4,025,000 shares of our common stock to Tan Boon Yew in consideration of $402.50.
The aforementioned sale(s) of shares were exempt from registration in accordance with Regulation S of the Securities Act of 1933, as amended ("Regulation S") because the above sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.
On October 23, 2018, the board voted in favor of removing Tan Yu Chai from his position with the Company as Chief Executive Officer, and Phang Kuang Yoang from his position as Chief Financial and Accounting Officer; such removals from office are to be effective ten days after the filing and mailing of an Information Statement required by Rule 14f-1 under the Securities Exchange Act of 1934, as amended. The removals from office were not the result of any disagreement with us on any matter relating to our operations, policies or practices.
On October 23, 2018, Mr. Goh Hock Seng resigned as President and Director; such resignations are to be effective ten days after the filing and mailing of an Information Statement required by Rule 14f-1 under the Securities Exchange Act of 1934, as amended. The resignations were not the result of any disagreement with us on any matter relating to our operations, policies or practices.
On October 23, 2018, Mr. Jeremy Mah Waye Shawn resigned as Chief Investment Officer and Director; such resignations are to be effective ten days after the filing and mailing of an Information Statement required by Rule 14f-1 under the Securities Exchange Act of 1934, as amended. The resignations were not the result of any disagreement with us on any matter relating to our operations, policies or practices.
On October 23, 2018, Ch'ng Wee Ling, Lim Wei Foon, Ee Ewe Chuan and Tan Boon Yew were appointed Directors of the Company; such action is to be effective after the filing and mailing of an Information Statement required by Rule 14f-1 under the Securities Exchange Act of 1934, as amended.
On October 23, 2018, Ch'ng Wee Ling was appointed President of the Company; such action is to be effective after the filing and mailing of an Information Statement required by Rule 14f-1 under the Securities Exchange Act of 1934, as amended.
On October 23, 2018, Lim Wei Foon was appointed Chief Financial Officer and Chief Accounting Officer of the Company; such action is to be effective after the filing and mailing of an Information Statement required by Rule 14f-1 under the Securities Exchange Act of 1934, as amended.
On October 23, 2018, Ee Ewe Chuan was appointed Chief Executive Officer of the Company; such action is to be effective after the filing and mailing of an Information Statement required by Rule 14f-1 under the Securities Exchange Act of 1934, as amended.
On October 23, 2018, Tan Boon Yew was appointed Chief Marketing Officer of the Company; such action is to be effective after the filing and mailing of an Information Statement required by Rule 14f-1 under the Securities Exchange Act of 1934, as amended.
On October 24, 2018, the Company’s Board of Directors approved to change the name of the Company from “Global Bridge Capital, Inc.” to “Luxxo, Inc.” The name change was also approved by a majority shareholder vote without conducting a shareholders’ meeting as permitted by the Delaware Corporation Act.
On October 24, 2018, we filed a Certificate of Amendment with the Delaware Secretary of State to change our name to Luxxo, Inc.
On December 13, 2018 we ceased all previous business activities relating to, what is now, our previous business plan. On the same day we adopted a new business plan, which we seek to carry out, which is detailed herein, beginning on page three. Presently, and going forward, we intend to provide services relating to medical tourism in South East Asia.
During the months of July and August of 2019, the Company sold 253,900,000 shares of restricted common stock at par value, $0.0001 per share, to approximately 567 non-US investors. The total capital raised from the aforementioned offering was $25,390. The shares were issued during the six months ended February 29, 2020 and payments for the share purchases were received in November and December 2019.
On February 1, 2020, the Company sold 10,000 shares of restricted common stock to a non-related party for cash of $18,885. The shares were not issued as of the filing date.
The Company plans to use the above funds for working capital and general corporate expenses.
The aforementioned sale(s) of shares were exempt from registration in accordance with Regulation S of the Securities Act of 1933, as amended ("Regulation S") because the above sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.
Business Information
Luxxo, Inc. aims to become a leading medical tourism provider in South East Asia and, over time, develop into a world-class wellness hub. Leveraging Malaysia’s status as, what we believe is, one of the top choices for tourists seeking quality medical treatment, and our commitment to hiring employees with medical expertise coupled with our intention to utilize advanced medical technology we hope to provide comprehensive services with top-notch quality. Any and all plans for hiring employees and what specific technology we will be utilizing remains in the planning stages. We intend to call our future location the Luxxo Wellness City, although any and all plans pertaining to the Luxxo Wellness City remain in the planning stages. We intend for the Luxxo Wellness City to be located in the state of Malacca. We have significant steps to take in order to establish a facility in Malacca, and we cannot guarantee with any level of certainty that we will be successful in our future endeavors.
Our principal executive offices are located at Bukit Jalil City Signature Shop-Offices, N-9-1, N-9-2, N-9-3, Pusat Perdagangan Bandar Bukit Jalil, Persiaran Jalil 2, 57000 Kuala Lumpur, Malaysia.
Impact of COVID-19
Since the beginning of 2020, the coronavirus disease (“COVID-19”) which first broke out in China, has spread to most countries across the globe. On March 11, the World Health Organization declared COVID-19 to be a pandemic, and the economy rapidly declined due to limited economic activity caused by the outbreak. In response to the COVID-19 pandemic and the government’s request for self-restraint, the Company implemented some measures to prevent infection including shortening business hours and restricting movements of employees. Under this situation, it is expected that the operating results for 2020 will be adversely affected.
Liquidity and Capital Resources
Our cash balance is $244,658 as of February 29, 2020. Our cash balance is not sufficient to fund our limited levels of operations for any period of time. In order to implement our plan of operations for the next twelve-month period, we require further funding. After a twelve-month period we may need additional financing but currently do not have any arrangements for such financing.
If we need additional cash and cannot raise it, we will either have to suspend operations until we do raise the cash we need, or cease operations entirely.
Net Loss
We have recorded a net loss of $34,468 and $8,050 for the three months ended February 29, 2020 and February 28, 2019, respectively. The increased net loss we experienced for the three months ended February 29, 2020 is attributed to increased professional fees as a result of increased Company operations.
We have recorded a net loss of $60,452 and $19,898 for the six months ended February 29, 2020 and February 28, 2019, respectively. The increased net loss we experienced for the three months ended February 29, 2020 is attributed to increased professional fees as a result of increased Company operations.
Going Concern
The Company’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, reoccurring losses, and other adverse key financial ratios. The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital. There is no assurance that management's plan will be successful. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.
As a first priority, the Company plans to increase sufficient revenues for necessary working capital from our business. If the Company cannot generate sufficient revenues, it plans to borrow working capital from the director or parent company.
| ITEM 3 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.
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| ITEM 4 | CONTROLS AND PROCEDURES |
Management’s Report on 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 our chief financial officer (who is acting as our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.
As of February 29, 2020, the end of the fiscal period covered by this report, we carried out an evaluation, under the supervision of our chief executive officer, with the participation of our chief financial officer, of the effectiveness of the design and the operation of our disclosure controls and procedures. The officers concluded that the disclosure controls and procedures were not effective as of the end of the period covered by this report due to material weaknesses identified below.
The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: domination of management by a limited individuals without adequate compensating controls, lack of a majority of outside directors on board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; inadequate segregation of duties consistent with control objectives, lack of well-established procedures to identify, approve and report related party transactions, and lack of an audit committee. These material weaknesses were identified by our Chief Executive Officer who also serves as our Chief Financial Officer in connection with the above annual evaluation.
Inherent limitations on effectiveness of controls
Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. 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 or procedures may deteriorate.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting that have occurred for the most recent fiscal quarter ending February 29, 2020, that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
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PART II-OTHER INFORMATION
| ITEM 1 | LEGAL PROCEEDINGS |
There are no legal proceedings against the Company and the Company is unaware of such proceedings contemplated against it.
| ITEM 1A | RISK FACTORS |
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.
| ITEM 2 | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None.
| ITEM 3 | DEFAULTS UPON SENIOR SECURITIES |
None
| ITEM 4 | MINE SAFETY DISCLOSURES |
Not applicable.
| ITEM 5 | OTHER INFORMATION |
None
| ITEM 6 | EXHIBITS |
(a) Exhibits required by Item 601 of Regulation S-K.
|
Exhibit No. |
Description | |
| 3.1 | Certificate of Incorporation (1) | |
| 3.2 | By-laws (1) | |
| 31 | Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on Form 10-Q for the period ended February 29, 2020 (2) | |
| 32 | Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (2) | |
| 101.INS | XBRL Instance Document (3) | |
| 101.SCH | XBRL Taxonomy Extension Schema (3) | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase (3) | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase (3) | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase (3) | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase (3) | |
| (1) | Filed as an exhibit to the Company's S-1/A Registration Statement, as filed with the SEC on August 8, 2017, and incorporated herein by this reference. |
| (2) | Filed herewith. |
| (3) | In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed”. |
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In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, there unto duly authorized.
Luxxo, Inc.
(Registrant)
By: /s/ Ee Ewe Chuan
Name: Ee Ewe Chuan
Chief Executive Officer
Dated: June 2, 2020
By: /s/ Lim Wei Foon
Name: Lim Wei Foon
Chief Financial Officer
Dated: June 2, 2020
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