Company Quick10K Filing
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Jade Global Holdings
10-Q 2019-09-30 Quarter: 2019-09-30
10-Q 2019-06-30 Quarter: 2019-06-30
10-Q 2019-03-31 Quarter: 2019-03-31
10-K 2018-12-31 Annual: 2018-12-31
10-Q 2018-09-30 Quarter: 2018-09-30
10-Q 2018-06-30 Quarter: 2018-06-30
10-Q 2018-03-31 Quarter: 2018-03-31
10-Q 2017-09-30 Quarter: 2017-09-30
10-Q 2017-06-30 Quarter: 2017-06-30
10-K 2017-03-31 Annual: 2017-03-31
10-Q 2016-12-31 Quarter: 2016-12-31
10-Q 2016-09-30 Quarter: 2016-09-30
10-Q 2016-06-30 Quarter: 2016-06-30
10-K 2016-03-31 Annual: 2016-03-31
10-Q 2015-12-31 Quarter: 2015-12-31
10-Q 2015-09-30 Quarter: 2015-09-30
10-Q 2015-06-30 Quarter: 2015-06-30
10-K 2015-03-31 Annual: 2015-03-31
10-Q 2014-12-31 Quarter: 2014-12-31
10-Q 2014-09-30 Quarter: 2014-09-30
10-Q 2014-06-30 Quarter: 2014-06-30
10-K 2014-03-31 Annual: 2014-03-31
10-Q 2013-12-31 Quarter: 2013-12-31
8-K 2018-01-16 Amend Bylaw
DGTW Digitaltown 72
ATEA Astea 18
ARCK ARC Group 10
EWD FSP 303 East Wacker Drive 0
PFTI Puradyn Filter Technologies 0
BHAT Blue Hat Interactive 0
NRU National Rural Utilities Cooperative Finance 0
ORNC Oranco 0
NVL Novelis 0
BHL Brighthouse Life Insurance 0
JADG 2019-09-30
Part I - Financial Information
Item 1. Financial Statements.
Note 1. General Organization and Business
Note 2. Summary of Significant Accounting Policies
Note 3. Going Concern
Note 4. Stockholders' Equity (Deficit)
Note 5. Related Party Transactions and Due To Related Party
Note 6. Subsequent Events
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Item 4. Controls and Procedures.
Part II - Other Information
Item 1. Legal Proceedings.
Item 1A. Risk Factors.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Item 3. Defaults Upon Senior Securities.
Item 4. Mine Safety Disclosures.
Item 5. Other Information.
Item 6. Exhibits.
EX-31.1 f10q0919ex31-1_jadeglobal.htm
EX-31.2 f10q0919ex31-2_jadeglobal.htm
EX-32.1 f10q0919ex32-1_jadeglobal.htm
EX-32.2 f10q0919ex32-2_jadeglobal.htm

Jade Global Holdings Earnings 2019-09-30

JADG 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

10-Q 1 f10q0919_jadeglobalhold.htm QUARTERLY REPORT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

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

 

For the quarterly period ended September 30, 2019

 

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)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class:   Trading Symbol:   Name of Each Exchange
on Which Registered:
Common Stock   N/A   N/A

 

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 every Interactive Data File required to be submitted 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 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 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 October 18, 2019.

 

 

 

 

 

 

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. 13
     
Item 4. Controls and Procedures. 13
     
PART II – OTHER INFORMATION  
     
Item 1. Legal Proceedings. 14
     
Item 1A. Risk Factors. 14
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 14
     
Item 3. Defaults Upon Senior Securities. 14
     
Item 4. Mine Safety Disclosures. 14
     
Item 5. Other Information. 14
     
Item 6. Exhibits. 14
     
SIGNATURES 15

 

i

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

JADE GLOBAL HOLDINGS, INC. 

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

    September 30,     December 31,  
    2019     2018  
ASSETS            
             
CURRENT ASSETS                
Cash and equivalents   $ 9,572     $ 21,951  
Prepaid expenses     -       460  
Total Current Assets     9,572       22,411  
                 
OTHER ASSETS                
Intangible assets     -       350  
Furniture and equipment (Net)     6,649       9,449  
Total Other Assets     6,649       9,799  
                 
TOTAL ASSETS   $ 16,221     $ 32,210  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)                
                 
CURRENT LIABILITIES                
Accounts payable and accrued expense   $ 13,749     $ 1,754  
Accounts payable - related party     77,500       15,000  
Due to related party     349,326       270,851  
                 
TOTAL LIABILITIES     440,575       287,605  
                 
COMMITMENTS AND CONTINGENCIES     -       -  
                 
STOCKHOLDERS’ EQUITY (DEFICIT)                
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 issued and outstanding     1,200       1,200  
Additional paid - in capital     1,645,479       1,645,479  
Accumulated deficit     (2,071,033 )     (1,902,074 )
Total Stockholders’ Equity (Deficit)     (424,354 )     (255,395 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT )   $ 16,221     $ 32,210  

 

 

See Accompanying Notes to the Consolidated Unaudited Financial Statements

 

1

 

  

JADE GLOBAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

  

For the

Three Months Ended

September 30,

  

For the

Nine Months Ended

September 30,

 
   2019   2018   2019   2018 
REVENUES:                
Revenue  $-   $-   $-   $- 
    -    -    -    - 
OPERATING EXPENSES                    
General and Administrative   3,909    69,372    35,109    374,057 
Management Consulting Fees - related party   33,000    25,000    108,000    205,000 
Professional Fees   7,500    7,500    25,500    35,008 
                     
Total Operating Expenses   44,409    101,872    168,609    614,065 
                     
LOSS FROM OPERATIONS   (44,409)   (101,872)   (168,609)   (614,065)
                     
Other Income (Expense)                    
Impairment Loss   -    -    (350)   - 
Interest Income (Expense)   -    -    -    48 
Total Other Income (Expense)   -    -    (350)   48 
                     
NET LOSS BEFORE PROVISION FOR INCOME TAXES   (44,409)   (101,872)   (168,959)   (614,017)
                     
PROVISION FOR INCOME TAXES   -    -    -    - 
                     
NET LOSS  $(44,409)  $(101,872)  $(168,959)  $(614,017)
                     
Net loss per share - basic and diluted  $(0.00)  $(0.01)  $(0.01)  $(0.05)
                     
Weighted average number of shares outstanding during the period - basic and diluted   12,000,383    12,000,383    12,000,383    12,000,383 

 

See Accompanying Notes to the Consolidated Unaudited Financial Statements

 

2

 

  

JADE GLOBAL HOLDINGS, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDER’S EQUITY (DEFICIT)

(Unaudited)

 

    Preferred Stock     Common Stock     Additional Paid-In     Accumulated        
    Shares     Amount     Shares     Amount     Capital     Deficit     Total  
                                           
Balance, December 31, 2017     -     $ -       12,000,383     $ 1,200     $ 1,645,479     $ (1,178,938 )   $ 467,741  
                                                         
Net Loss for the period     -       -       -       -       -       (173,495 )     (173,495 )
                                                         
Balance, March 31, 2018     -     $ -       12,000,383     $ 1,200     $ 1,645,479     $ (1,352,433 )   $ 294,246  
Net Loss for the period     -       -       -       -       -       (338,650 )     (338,650 )
                                                         
Balance, June 30, 2018     -     $ -       12,000,383     $ 1,200     $ 1,645,479     $ (1,691,083 )   $ (44,404 )
Net Loss for the period     -       -       -       -       -       (101,872)       (101,872)  
Balance, September 30, 2018     -     $ -       12,000,383     $ 1,200     $ 1,645,479     $ (1,792,955 )   $ (146,276 )
                                                         
                                                         
Balance, December 31, 2018     -     $ -       12,000,383     $ 1,200     $ 1,645,479     $ (1,902,074 )   $ (255,395 )
                                                         
Net Loss for the period     -       -       -       -       -       (82,193 )     (82,193 )
                                                         
Balance, March 31, 2019     -     $ -       12,000,383     $ 1,200     $ 1,645,479     $ (1,984,267 )   $ (337,588 )
Net Loss for the period     -       -       -       -       -       (42,357 )   $ (42,357 )
Balance, June 30, 2019     -     $ -       12,000,383     $ 1,200     $ 1,645,479     $ (2,026,624 )   $ (379,945 )
Net Loss for the period                                             (44,409  )     (44,409 )
Balance, September 30, 2019     -     $ -       12,000,383     $ 1,200     $ 1,645,479     $ (2,071,033 )   $ (424,354 )

 

  

See Accompanying Notes to the Consolidated Unaudited Financial Statements

 

3

 

  

JADE GLOBAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

  

For the

nine months ended

September 30,

 
   2019   2018 
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss  $(168,959)  $(614,017)
Adjustments to reconcile net loss to net cash used in operations:          
Depreciation expense   2,800    1,327 
Impairment loss   350    - 
Changes in operating assets and liabilities:          
(Increase) decrease in prepaid expenses   460    (492)
Increase in accounts payable and accrued expense   11,995    (1,735)
Increase in accounts payable - related party   62,500    - 
Net Cash Used In Operating Activities   (90,854)   (614,917)
           
CASH FLOWS FROM INVESTING ACTIVITIES:          
Purchases of furniture and equipment   -    (11,811)
Purchase of intangible asset   -    (350)
Net Cash Used In Investing Activities   -    (12,161)
           
CASH FLOWS FROM FINANCING ACTIVITIES:          
Proceeds from related party   78,475    190,000 
Repayments to related party        (208)
Net Cash Provided By Financing Activities   78,475    189,792 
           
NET DECREASE IN CASH   (12,379)   (437,286)
           
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD   21,951    472,485 
           
CASH AND CASH EQUIVALENTS AT END OF PERIOD  $9,572   $35,199 
           
           
Supplemental Disclosures of Cash Flow Information Cash paid for:          
Interest  $-   $32 
Income taxes  $-   $- 

 

See Accompanying Notes to the Consolidated Unaudited Financial Statements

 

4

 

  

JADE GLOBAL HOLDINGS, INC.

NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

September 30, 2019

 

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

 

Jade Global Holdings, Inc. (the “Company”) was incorporated as FanSport, Inc., on March 16, 2011, to develop and provide social gaming mobile applications for fantasy sports enthusiasts. On 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 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 websites. In connection therewith, Michael Johnson, the Company’s then-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”). Jaedo will seek opportunities to either enter into joint ventures or to open wholly-owned jade trading clubs in the People’s Republic of China. As of September 30, 2019, Jaedo had not begun operations.

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying consolidated unaudited financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim financial statements be read in conjunction with the Company’s audited financial statements and notes thereto included in its Form 10-K for the year ended December 31, 2018. Operating results for the nine months ended September 30, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019. 

 

Basis of Consolidation

 

The accompanying consolidated financial statements include the Company and Jaedo. All significant inter-company accounts have been eliminated.

 

Basis of Accounting

 

These consolidated financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America. The 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.

 

The Company maintains its cash in institutions insured up to $250,000 by the Federal Deposit Insurance Corporation (FDIC). Our cash balances at September 30, 2019 and December 31, 2018 were not in excess of the FDIC insurance threshold.

 

5

 

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)

 

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, unless their effect would be antidilutive. There were no dilutive or potentially dilutive shares outstanding during the nine months ended September 30, 2019 or 2018.

 

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 September 30, 2019 or December 31, 2018.

 

Property and Equipment

 

Property and equipment is recorded at cost. Expenditures for major betterments and additions are charged to the asset accounts, while replacements, maintenance and repairs which do not improve or extend the lives of the respective assets are charged to expense as incurred.

 

Property and Equipment at September 30, 2019 and December 31, 2018 were as follows:

 

   September 30,
2019
   December 31,
2018
 
Furniture  $11,811   $11,811 
Less accumulated depreciation   (5,162)   (2,362)
           
   $6,649   $9,449 

 

Depreciation and Amortization

 

Depreciation of property and equipment is computed by the straight-line method using various rates based generally on the useful lives of the assets, which range from five to seven years.

 

During the nine months ended September 30, 2019 and 2018, the Company recorded depreciation expense of $2,800 and $1,327, respectively.

 

6

 

  

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont.)

 

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 for the nine months ended September 30, 2019 and 2018.

 

Reclassifications

 

When preparing the consolidated financial statements for the nine months ended September 30, 2019, management determined that certain amounts included in the Company’s September 30, 2018 consolidated financial statements required reclassification. In the three and nine months ended September 30, 2018, Management and Consulting Fees – related party were presented as part of General and Administrative Expense, and Transfer Agent Fees were presented separately. In the current statements, these amounts have been reclassified to more accurately reflect the Consolidated Statements of Operations. No other changes were required in connection with the reclassification. Such reclassification had no effect on the financial position, loss per share, operations or cash flows for the periods ended September 30, 2018.

 

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. (See Note 5)

 

Intangible Assets

 

In accordance with the provisions of ASC 350 Intangibles - Goodwill and Other, the cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed, either on a straight-line or accelerated basis over the estimated periods benefited. Patents, technology and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. Customer relationships, brands and other non-contractual intangible assets with determinable lives are amortized over periods generally ranging from 5 to 30 years. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted. A 100%, or $350, impairment charge was recorded in 2019 for the Jaedo® trademark, as it was determined by management that the future value was impaired. 

 

Recent Authoritative Accounting Pronouncements

 

The Company has reviewed the Accounting Standards Updates through ASU No. 2019-07 and these updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

 

7

 

  

NOTE 3. GOING CONCERN

 

As reflected in the accompanying consolidated financial statements, the Company has a net loss of $168,959 and negative cash flows of $12,379 for the nine months ended September 30, 2019. 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. STOCKHOLDERS’ EQUITY (DEFICIT)

 

Preferred Stock

 

There are 10,000,000 Preferred Shares at $0.0001 par value authorized with none issued and outstanding at September 30, 2019 and December 31, 2018.

  

Common Stock

 

There are 25,000,000 Common Shares at $0.0001 par value authorized with 12,000,383 shares issued and outstanding at September 30, 2019 and December 31, 2018.

 

NOTE 5. RELATED PARTY TRANSACTIONS AND DUE TO RELATED PARTY

 

During the nine months ended September 30, 2019 and 2018, Jade International Group, Inc, a company owned and controlled by the Company’s CEO, funded $78,475 and $190,000, respectively, of the Company’s operations. As of September 30, 2019 and December 31, 2018, $349,326 and $270,851, respectively, is owed and recorded in due to related parties on the balance sheet. These amounts are non-interest bearing and payable on demand. The Company made repayments of $0 and $208 on these advances during the nine months ended September 30, 2019 and 2018, respectively.

 

During the nine months ended September 30, 2019 and 2018, $18,000 and $130,000, respectively, in management consulting fees were incurred with Forbstco International, LLC, a company beneficially owned or controlled by Min Shi, our Secretary and Director. At September 30, 2019 and December 31, 2018, $10,000 and $0 in accounts payable were due Forbstco International and recorded in accounts payable – related party on the balance sheet.

 

During the nine months ended September 30, 2019 and 2018, $90,000 and $75,000, respectively, in financial management consulting fees were incurred with EverAsia Financial Group, Inc, a company beneficially owned or controlled by Scott Silverman, our Chief Financial Officer and Director. At September 30, 2019 and December 31, 2018, $67,500 and $15,000 in accounts payable were due to EverAsia Financial Group and recorded in accounts payable – related party on the balance sheet.

 

NOTE 6. SUBSEQUENT EVENTS

 

On October 15, 2019, Jade International Group, Inc, a company owned and controlled by the Company’s CEO, loaned the company $10,000 to pay for operations. The loan is interest free and payable on demand.

 

The Company has evaluated its subsequent events through the date these financial statements were issued and determined that there are no additional events requiring disclosure.

 

8

 

  

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., 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 September 30, 2019, the WFOE had not yet commenced operations.

 

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.

 

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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.

 

In May 2018, we introduced our Jaedo® luxury jade jewelry to the world at JCK Las Vegas 2018, the leading jewelry expo in the United States. The show generated significant interest in our offerings that were displayed, though no sales have been closed as of yet.

 

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 and nine months ended September 30, 2019 and 2018.

 

Our operating results for the three and nine months ended September 30, 2019 and 2018 are summarized as follows:

 

   Three Months Ended   Nine Months Ended 
   September 30,   September 30, 
   2019   2018   2019   2018 
Revenue  $-   $-   $-   $- 
General and Administrative  $3,909   $69,372   $35,109   $374,057 
Management Consulting Fees – related party  $33,000   $25,000   $108,000   $205,000 
Professional Fees  $7,500   $7,500   $25,500   $35,008 
Loss from Operations  $(44,409)  $(101,872)  $(168,609)  $(614,065)
Impairment of Trademark  $-   $-   $350   $- 
Other Income  $-   $-   $-   $48 
Net Loss  $(44,409)  $(101,872)  $(168,959)  $(614,017)

 

Results of Operations – Three Months ended September 30, 2019 and 2018

 

No revenue was generated by the Company for the three months ended September 30, 2019 and 2018.

 

We incurred $3,909 in general and administrative expenses for the three months ended September 30, 2019, compared to $69,372 for the three months ended September 30, 2018. The substantial decrease is due to a reduction in our payroll expenses, as well as reductions in fees paid to outside translation services and marketing consultants. We incurred $33,000 in expenses in management consulting fees to related parties for the three months ended September 30, 2019, compared to $25,000 for the three months ended September 30, 2018. The slight increase is attributable to changes in the amount of fees our related party consultants are earning from the Company. We also incurred $7,500 in professional fees for the three months ended September 30, 2019, compared to $7,500 for the three months ended September 30, 2018.

 

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Due to the factors described above, our operating expenses for the three months ended September 30, 2019 were $44,409 compared to operating expenses of $101,872 for the three months ended September 30, 2018. 

 

The Company’s net loss for the three months ended September 30, 2019 was $44,409, compared to $101,872 for the three months ended September 30, 2018.

 

Results of Operations – Nine months ended September 30, 2019 and 2018

 

No revenue was generated by the Company for the nine months ended September 30, 2019 and 2018.

 

We incurred $35,109 in general and administrative expenses for the nine months ended September 30, 2019, compared to $374,057 for the nine months ended September 30, 2018. The substantial decrease is due to the nonrecurrence of costs incurred for the exhibition of jade jewelry and collectibles at the JCK 2018 trade show in May 2018. We incurred $108,000 in expenses related to management consulting fees to related parties for the nine months ended September 30, 2019, compared to $205,000 for the nine months ended September 30, 2018. The significant decrease is attributable to a reduction in the amount of fees our related party consultants are earning from the Company. We also incurred $25,500 in professional fees for the nine months ended September 30, 2019, compared to $35,008 for the nine months ended September 30, 2018. The decrease in this expense is mainly attributable to a reduction in fees incurred with our attorneys.

 

Due to the factors described above, our operating expenses for the nine months ended September 30, 2019 were $168,609 compared to operating expenses of $614,065 for the nine months ended September 30, 2018. 

 

The Company’s net loss for the nine months ended September 30, 2019 was $168,959, compared to $614,017 for the nine months ended September 30, 2018.

 

Liquidity and Capital Resources

 

For the nine months ended September 30, 2019, the net cash used in operating activities was $90,854 compared with $614,917 used in operating activities for the nine months ended September 30, 2018. The change is mostly related to the nonrecurrence of costs of exhibiting jade and jade collectibles at the JCK 2018 trade show reflected in an increase in net loss from the prior year. For the nine months ended September 30, 2019 and September 30, 2018, the net cash used in investing activities was $0 and $12,161, respectively. The net cash used in investing activities during the nine months ended September 30, 2018 was the result of the purchase of furniture and equipment for the JCK 2018 show, and the application for a trademark for our JaedoTM brand. The net cash provided by financing activities was $78,475 for the nine months ended September 30, 2019 compared with $189,792 for the nine months ended September 30, 2018. Cash provided by financing activities was due to proceeds received from related parties during 2019 and 2018. The Company had a total cash balance of $9,572 as of September 30, 2019 compared with $35,199 at December 31, 2018. 

 

The following is a summary of the Company’s cash flows provided by (used in) operating, investing, and financing activities for the nine months ended September 30, 2019:

 

   For the
Nine months
ended
September 30,
2019
   For the
Nine months
ended
September 30,
2019
 
Net Cash Used in Operating Activities  $(90,854)  $(614,917)
Net Cash Used in Investing Activities  $-   $(12,161)
Net Cash Provided by Financing Activities  $78,475   $189,792 
Net Decrease in Cash for the Period  $(12,379)  $(437,286)

 

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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

 

These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America. 

 

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 income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. 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, unless their effect is antidilutive. There were no diluted or potentially diluted 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 September 30, 2019 and December 31, 2018.

 

Related Parties

 

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

 

Recent Accounting Pronouncements

 

Our company has adopted all applicable 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. 

 

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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.

 

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PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

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

  

Item 1A. Risk Factors.

 

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

 

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

 

There were no unregistered sales of the Company’s equity securities during the three months ended September 30, 2019.  

 

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.

 

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SIGNATURES

 

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

 

  JADE GLOBAL HOLDINGS, INC. 
     
Date: October 30, 2019 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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