Quarterly Report (10-q)

 

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 December 31, 2018
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _____ to _____

 

Commission file number: 000-27791

 

Banny Cosmic International Holdings, Inc.

(Exact name of small business issuer in its charter)   Formerly known as Wincash Apolo Gold & Energy, Inc.

 

Nevada		98-0412805
State or other jurisdiction of		I.R.S. Employer
incorporation or organization		Identification No.

 

Flat 1412, 14/F, Tower 1, Silvercord, Canton Road Kowloon, Hong Kong		-
(Address of principal executive offices)		(Zip Code)

 

Issuer’s telephone number: (852) 9601 5688

 

Securities Registered Under Section 12(b) of the Exchange Act: None

 

Securities Registered Under Section 12(g) of the Exchange Act:

 

Common Stock, $0.001 par value

(Title of class)

 

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 o No x

 

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 x

 

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

 

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company x

 

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. o

 

The number of shares outstanding of each of the Registrant’s classes of common stock, as of May 13, 2019 was 141,137,387 shares, all of one class of $0.001 par value Common Stock.

 

 

Table of Contents

 

			Page
Part I. Financial Information
Item 1	Financial Statements		4
	Condensed Consolidated Interim Balance Sheets as at December 31, 2018 (unaudited) and June 30, 2018 (audited)		4
	Condensed Consolidated Interim Statements of Operations and Comprehensive Income (Loss) for the Three and Six Month Periods Ended December 31, 2018 and 2017 (unaudited)		5
	Condensed Consolidated Interim Statements of Changes in Stockholders’ Deficiency (unaudited)		6
	Condensed Consolidated Interim Statements of Cash Flows for the Six Month Periods Ended December 31, 2018 and 2017 (unaudited)		7
	Notes to Condensed Consolidated Interim Financial Statements		8 - 9
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations General Overview		10
Item 3	Quantitative and Qualitative Disclosures About Market Risk		15
Item 4	Controls and procedures		15
Part II – Other Information
Item 1	Legal Proceedings		17
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds		17
Item 3	Default Upon Senior Securities		17
Item 4	Mine Safety Disclosures		17
Item 5	Other Information		17
Item 6	Exhibits		18
	Signatures		19

 

2

 

SPECIAL NOTE ON FORWARD LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this report include forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our 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 forward-looking statements.

 

In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “proposed,” “intended,” or “continue” or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other “forward-looking” information. There may be events in the future that we are not able to accurately predict or control. Before you invest in our securities, you should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline and you could lose all or part of your investment. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.

 

3

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. Financial Statements

 

BANNY COSMIC INTERNATIONAL HOLDINGS, INC.
Condensed Consolidated Interim Balance Sheets
Stated in US dollars
(Unaudited)
As at
		December 31, 2018				June 30, 2018
ASSETS
Current
Cash		$	214,033			$	2,502
Prepaid expenses			2,912				-
			216,945				2,502
Long-term
Intangible asset (Note 5)			20,000				20,000
Total Assets		$	236,945			$	22,502
LIABILITIES
Current
Trades and other payables		$	106,423			$	12,628
Due to related parties (Note 7)			142,660				75,720
Total Liabilities			249,083				88,348
STOCKHOLDERS’ DEFICIENCY
Capital Stock
Authorized
1,000,000,000 common stock, voting, par value $0.001 each
100,000,000 preferred stock, non-voting, par value $0.001 each
Issued
141,137,387 shares of common stock (Note 8)			141,137				141,137
Additional paid in capital			16,115,188				16,115,188
Accumulated deficit			(16,273,345	)			(16,327,053	)
Accumulated other comprehensive income			4,882				4,882
Total Stockholders’ Deficiency			(12,138	)			(65,846	)
Total Liabilities and Stockholders’ Deficiency		$	236,945			$	22,502
Going Concern (Note 2)
The accompanying notes are an integral part of these consolidated financial statements

 

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BANNY COSMIC INTERNATIONAL HOLDINGS, INC.
Condensed Consolidated Interim Statements of Operations and Comprehensive Income (Loss)
Stated in US dollars
For the three- and six-month periods ended December 31, 2018 and 2017
(Unaudited)
		Three months ended December 31,								Six months ended December 31,
		2018				2017				2018				2017
Revenue		$	361,341			$	-			$	756,441			$	-
Cost of goods sold			(111,056	)			-				(242,630	)			-
Gross profit			250,285				-				513,811				-
Selling and administrative expenses
Advertising and promotion			91,029				-				121,166				-
Commission			72,268				-				220,838				-
Consulting fees			12,000				93,973				27,165				107,473
General and administration			47,168				16,041				65,649				16,614
Professional fees			17,967				21,850				25,285				21,850
			(240,432	)			(131,864	)			(460,103	)			(145,937	)
Net income (loss) and comprehensive income (loss)		$	9,853			$	(131,864	)		$	53,708			$	(145,937	)
Basic and diluted loss per stock		$	0.00			$	(0.00	)		$	0.00			$	(0.00	)
Weighted average number of shares outstanding			141,137,387				48,638,679				141,137,387				72,333,039

 

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

 

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BANNY COSMIC INTERNATIONAL HOLDINGS, INC.
Condensed Consolidated Interim Statements of Changes in Stockholders’ Deficiency
Stated in US dollars
(Unaudited)
		Common Stock								Additional Paid in				Accumulated Other Comprehensive Income
		Shares				Amount				Capital				(Loss)				Deficit				Total
Balance, June 30, 2017			22,072,118			$	22,072			$	15,955,079			$	4,882			$	(16,135,661	)		$	(153,628	)
Common stock issued																							-
- for debt			4,065,269				4,065				155,109				-				-				159,174
- for cash			20,000,000				20,000				80,000				-				-				100,000
- for capital stock of Gain First Group Corporation			20,000,000				20,000				(10,000	)			-				-				10,000
- for exclusive agreement with De Lasselle Ltd.			75,000,000				75,000				(65,000	)			-				-				10,000
Net loss and comprehensive loss for the year			-				-				-				-				(145,937	)			(145,937	)
Balance, December 31, 2017			141,137,387			$	141,137			$	16,115,188			$	4,882			$	(16,281,598	)		$	(20,391	)
Balance, June 30, 2018			141,137,387			$	141,137			$	16,115,118			$	4,882			$	(16,327,053	)		$	(65,846	)
Net income and comprehensive income for the period			-				-				-				-				53,708				53,708
Balance, December 31, 2018			141,137,387			$	141,137			$	16,115,188			$	4,882			$	(16,273,345	)		$	(12,138	)

 

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

 

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BANNY COSMIC INTERNATIONAL HOLDINGS, INC.
Condensed Consolidated Interim Statements of Cash Flows
Stated in US dollars
For the six-month periods ended December 31, 2018 and 2017
(Unaudited)
		Six months ended December 31,
		2018				2017
Cash flows from operating activities
Net income (loss) for the period		$	53,708			$	(145,937	)
Changes in non-cash working capital:
Prepaid expenses			(2,912	)			11,109
Trade and other payables			93,795				(8,829	)
Net cash provided by (used in) operating activities			144,591				(143,657	)
Cash flows from financing activities
Advance from related parties			66,940				34,027
Common stock issued			-				100,000
Net cash provided by financing activities			66,940				134,027
Net cash increase (decrease) for period			211,531				(9,630	)
Cash, beginning of the period			2,502				9,630
Cash, end of the period		$	214,033			$	-
Supplemental cash flow information
Income taxes paid		$	-			$	-
Interest paid		$	-			$	-
Common stock issued for debt		$	-			$	159,174
Common stock issued for intangible assets		$	-			$	20,000

 

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

 

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1.	ORGANIZATION AND DESCRIPTION OF BUSINESS
	Banny Cosmic International Holdings, Inc., formerly “Wincash Apolo Gold & Energy, Inc., (“the Company”) was incorporated in March of 1997 under the laws of the State of Nevada primarily for the purpose of acquiring and developing mineral properties.
	On October 12, 2017, the Company acquired Gain First Group Corporation (“Gain First”), a corporation formed under the laws of the British Virgin Islands. Gain First had signed a sole agency agreement with De Lassalle Ltd., a wine producer located in France, to distribute De Lassalle’s wine products in Greater China region. On December 12, 2017, Gain First signed another sole agency with De Lassalle to distribute De Lassalle’s wine products in South East Asia.
	During the quarter ended September 30, 2018, the Company incorporated two additional subsidiaries, Banny Cosmic Group Limited, a Hong Kong company, and Shenzhen Qianhai Volcanic Lava Cross-border Trading Co. Ltd., a People’s Republic of China company, to conduct its wine distribution business in China.
2.	GOING CONCERN UNCERTAINTIES
	These consolidated financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.
	As of December 31, 2018, the Company has incurred accumulated deficits of $16,273,345. The Company’s ability to continue as a going concern is dependent upon the continuing financial support from its stockholders or external financing. Management believes the existing stockholders will provide the additional cash to meet with the Company’s obligations as they become due. However, there can be no assurance that the Company will be able to obtain sufficient funds to meet its obligations.
	These factors raise substantial doubt about the Company’s ability to continue as a going concern. These condensed interim financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.
3.	BASIS OF PRESENTATION
	The Company’s condensed consolidated interim financial statements included herein are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. These consolidated financial statements include the financial statements of its wholly owned subsidiaries, Gain First Group Corporation, Banny Cosmic (HK) Ltd., and Shenzhen Qianhai Volcanic Lava Cross-border Trading Co. Ltd. All inter-company balances and transactions have been eliminated.
	While the information presented in the accompanying interim six-month financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of their application as the Company’s June 30, 2018 annual financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Company’s June 30, 2018 annual financial statements. Operating results for the six months ended December 31, 2018 are not necessarily indicative of the results that can be expected for the year ended June 30, 2019.
	There have been no changes in accounting policies from those disclosed in the notes to the audited financial statement for the year ended June 30, 2018.
4.	RECENT ACCOUNTING PRONOUNCEMENTS
	The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

 

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5.	INTANGIBLE ASSETS
	On October 12, 2007, the Company exchanged 20,000,000 shares of its common stock for 100% of the shares in the common stock of Gain First Group Corporation (“Gain First”) a corporation formed under the laws of the British Virgin Islands. Gain First had no assets or liabilities other than an agreement to be the exclusive marketing and sales agent in China for De Lassalle Ltd. The transaction was recorded as an asset purchase as it did not include the purchase of inputs and a substantive process. The fair value of the transaction of $10,000 was based on the asset acquired, namely the agency agreement, as its value was more clearly evident than the consideration given.
	On December 12, 2017, the Company issued 75,000,000 shares of its common stock to De Lassalle Ltd. as consideration for Gain First to acquire an agency agreement for exclusive rights to distribute De Lassalle’s wine products in the South East Asia region. The exclusive agreement was also valued at $10,000.
	No amortization has been recorded on these assets as yet. Although the Company has revenue from wine in China, these sales were not from the De Lassalle winery and do not affect the value of these assets. The Company has not yet determined their useful life.
6.	COMMON STOCK
	On July 27, 2017, the Company issued 3,238,431common shares as settlement of $126,800 in advances made by the director of the Company.   On July 27, 2017, the Company issued 826,838 common shares as settlement of $32,375 in advances made by a former director of the Company.   On October 12, 2017, the Company completed a private placement of $100,000 and issued 20,000,000 shares of its common stock at a price of $0.005 per share and used the proceeds to settle all outstanding liabilities with a former director.   On October 12, 2007, the Company exchanged 20,000,000 shares of its common stock for 100% of the shares of common stock of Gain First.   On December 12, 2017, the Company issued 75,000,000 shares of its common stock to De Las salle Ltd.as consideration for Gain First to acquire an agency agreement for exclusive rights to distribute De Lassalle Ltd.’s wine products in the South East Asia region.   As at December 31, 2018, there were 141,137,387 shares of common stock issued and outstanding and no options or warrants issued and outstanding.

 

7.	RELATED PARTY TRANSACTIONS
	A director advanced $66,940 to fund company expenses during the period resulting in a related party balance of $142,660 as at December 31, 2018. The advances bear no interest or stated terms of repayment and remain unpaid as at December 31, 2018.

 

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ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations General Overview

 

Forward Looking Statements

 

This Quarterly Report on Form 10-Q contains forward-looking statements. These statements relate to future events or our future financial performance. These statements involve known and unknown risks, uncertainties and other factors that may cause our 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 forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

 

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. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results or to changes in our expectations.

 

Available Information

 

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports that we file with the U.S. Securities and Exchange Commission (SEC) are available at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

 

History

 

Banny Cosmic International Holdings, Inc., formerly Wincash Apolo Gold & Energy Inc., (“Company”) was incorporated in March 1997 under the laws of the State of Nevada. Its objective was to pursue mineral properties in South America, Central America, North America and Asia. The Company incorporated a subsidiary: Compania Minera Apologold, C.A in Venezuela to develop a gold/diamond mining concession in Southeastern Venezuela. Project was terminated in August 2001, due to poor testing results and the property abandoned. This subsidiary company has been inactive since 2001 and will not be reactivated.

 

On April 16, 2002, the Company announced the acquisition of the mining rights to a property known as the Napal Gold Property, (“NUP”). This property is located 48 km south-west of Bandar Lampung, Sumatra, Indonesia. The property consisted of 733.9 hectares and possessed a Production Permit (a KP) # KW. 098PP325. The terms of the Napal Gold Property called for a total payment of $375,000 US over a six-year period of which a total of $250,000 have been made to date. Company paid $250,000 over the past 5 years and subsequent to the year ending June 30, 2008 the Company terminated its agreement on the NUP property and returned all exploration rights to the owner.

 

On December 11, 2013, the Company acquired 70% interest in three gold exploration claims located in China’s Xinjiang Province from Yinfu Gold Corp. (“Yinfu”). The Company issued 6,000,000 shares of restricted common stock for the claims at $0.20 per share for the consideration of $1,200,000. On January 19, 2015, the Company and Yinfu reached a mutual agreement to terminate the acquisition at the current market value of $0.10 per share and therefore an investment loss of $600,000 was resulted. On February 3, 2015, all 6,000,000 shares of restricted common stock were returned and effectively cancelled.

 

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On December 23, 2013, the Company acquired 24% interest in Jiangxi Everenergy New Material Co., Ltd. (“Everenergy”) for a consideration of $4,000,000. The consideration was settled with the issuance of 8,000,000 shares of restricted common stock at a deemed price of $0.375 per share, plus $1,000,000 in cash.

 

On February 19, 2014, the Company acquired an additional 29% interest in Everenergy for a consideration of $4,950,000. The consideration was settled with the issuance of 11,000,000 shares of restricted common stock at a deemed price of $0.45 per share.

 

On September 17, 2014, the Company cancelled both transactions with Everenergy at the current market value of $0.12 per share and requested the return of $1,000,000 cash payment. The 11,000,000 shares were effectively cancelled on October 21, 2014 and the Company continues to pursue the return and cancellation of the remaining 8,000,000 shares. On October 16, 2016, the Company received and cancelled 6,208,655 shares. For the year ended June 30, 2015, the Company could not recover the $1,000,000 cash payment and therefore a total investment loss of $6,670,000 was resulted.

 

On February 13, 2015, the Company disposed its 100% equity interest in Apolo Gold Direct Limited (formerly Apolo Gold & Energy Asia Limited) to (i) Mr. Tommy Tsap Wai Ping, who acquired 50% equity interest. Mr. Tsap Wai Ping became the Chief Executive Officer (“CEO”) and director of the Company on December 1, 2015. (ii) Mr. Kelvin Chak Wai Man, the former president, CEO and director of the Company and a relative of the current CEO of the Company, acquired 40% equity interest, and (iii) China Yi Gao Gold Trader Co., Limited, a company incorporated in Hong Kong, which acquired the remaining 10% equity interest, for a consideration of $100.

 

On June 4, 2015, the Company issued 6,000,000 shares of restricted common stock at $0.10 per share for the rendering of business and strategic consulting services of $600,000. For the years ended June 30, 2016 and 2015, the Company amortized $550,000 and $50,000 in expenses, respectively to the operations of the Company using the straight-line method.

 

On June 9, 2015, the Company issued 400,000 shares of restricted common stock at $0.10 per share for the rendering of administrative consulting services of $40,000. As of June 9, 2015, the current market value was $0.10 per share.

 

On June 18, 2015, the Company filed an Amendment to its Articles of Incorporation with the Nevada Secretary of State to change its name from Apolo Gold & Energy, Inc. to Wincash Apolo Gold & Energy, Inc.

 

On June 26, 2015, the Board of Directors of the Company approved the issuance of 340,000 shares of restricted common stock at $0.15 per share to settle a debt of $51,000 owed to the Chief Executive Officer and a director of the Company. All 340,000 shares were issued July 2, 2015. As of June 26, 2015, the current market value was $0.16 per share.

 

On December 1, 2015, the Board of Directors of the Company approved the issuance of 200,000 shares of restricted common stock at $0.08 per share for the rendering of consulting services with a value of $16,000. For the nine months ended March 31, 2017, all 200,000 shares have been issued and the Company amortized $6,667 to the operations using the straight-line method.

 

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On July 27, 2017, the Company issued 3,238,431 common shares as settlement of $126,800 in advances made by a former director of the Company and another 826,838 common shares as settlement of $32,375 in advances made by another former director of the Company.

 

On October 12, 2017 the Company closed a private placement and issued 20,000,000 shares of its common stock for $100,000.00 in cash.

 

On October 12, 2017 the Company exchanged 20,000,000 shares of its common stock for 50,000 shares of the common stock of Gain First Group Corporation (“Gain First”), a Corporation formed under the laws of the British Virgin Islands. As a result of that transaction, Gain First became a wholly owned subsidiary of the Company. Gain First is a newly formed startup Company with nominal assets. It has signed a sole agency agreement with De Lassalle Ltd. (“De Lasalle”), whereby Gain First is to market and sell De Lasalle’s wine products in China. This acquisition resulted in a change of business direction of the Company. Since that time the Company has been active in the wine distribution business.

 

On December 12, 2017, the Company issued 75,000,000 shares of its common stock as consideration in lieu of a payment at a deemed value of $10,000 for Gain First to acquire an agency agreement for exclusive rights to distribute De Lassalle’s wine products in the South East Asia region.

 

On April 3, 2018, the Company entered into a share exchange agreement with Banny International Trading Co., Ltd., a Macau company. Under the terms of that share exchange agreement, the Company will issue 36,500,000 shares of its common stock and an option to purchase an additional 36,500,000 shares of its common stock in exchange for rights to the brand name “Banny Choice” and the right to use Banny’s sale and distribution network for the sale of wine under the Banny Choice name in Asia and other parts of the World.

 

On July 23, 2018, the Company filed an Amendment to its Articles of Incorporation with the Nevada Secretary of State to change its name from Wincash Apolo Gold & Energy, Inc. to Banny Cosmic International Holdings, Inc. and increases the number of authorized shares from 300,000,000 common shares and 25,000,000 preferred shares, each with a par value of $0.001 per share, to 1,000,000,000 common shares and 100,000,000 preferred shares with a par value of $0.001 per share.

 

On September 10, 2018, the Company signed a cancellation agreement with Banny International Trading Co. Ltd. to cancel the transaction described in the paragraph above. As a part of this cancellation transaction, the 36,500,000 shares issued to Banny International Group (Holdings) Limited will be returned to the Company’s treasury for cancellation, and the option to acquire 36,500,000 shares of the Company’s common stock granted to Banny International Group (Holdings) Limited will be cancelled.

 

Results of Operations – Three months ended December 31, 2018 compared to the three months ended December 31, 2017

 

REVENUES:

 

During the three months ended December 31, 2018, the Company had sales revenue of $361,341 compared to no sales revenue for the corresponding period in 2017. The cost of goods sold for the three months ended December 31, 2018 was $111,056 and the gross profit was $250,285.

 

EXPENSES:

 

During the three months ended December 31, 2018, the Company had total operating expenses of $240,432 compared to $131,864 for the corresponding period in 2017. For the three months ended December 31, 2018, the Company had expenses in advertising and promotion of $91,029, commission of $72,268, consulting fees of $12,000, general and administration expenses of $47,168 and professional fees of $17,967 compared to no advertising and promotion expenses, no commission, consulting fees of $93,973, general and administration expenses of $16,041 and professional fees of $21,850 for the three months ended December 31, 2017. The increase in expenses for the three months ended December 31, 2018 was primarily due to the increase of corporate and operating activities during the period.

 

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Net Income

 

During the three months ended December 31, 2018, the Company had a net comprehensive income of $9,853 compared to a net comprehensive loss of $131,864 in 2017. The increase in net income was primarily due to the Company having sales revenue during the three months ended December 31, 2018 compared to no sales revenue in 2017.

 

Results of Operations – Six months ended December 31, 2018 compared to the six months ended December 31, 2017

 

REVENUES:

 

During the six months ended December 31, 2018, the Company had sales revenue of $756,441 compared to no sales revenue for the corresponding period in 2017. The cost of goods sold for the six months ended December 31, 2018 was $242,630 and the gross profit was $513,811.

 

EXPENSES:

 

During the six months ended December 31, 2018, the Company had total operating expenses of $460,103 compared to $145,937 for the corresponding period in 2017. For the six months ended December 31, 2018, the Company had expenses in advertising and promotion of $121,166, commission of $220,838, consulting fees of $27,165, general and administration expenses of $65,649 and professional fees of $25,285 compared to no advertising and promotion expenses, no commission, consulting fees of $107,473, general and administration expenses of $16,614 and professional fees of $21,850 for the six months ended December 31, 2017. The increase in expenses for the six months ended December 31, 2018 was primarily due to the increase of corporate and operating activities during the period.

 

Net Income

 

During the six months ended December 31, 2018, the Company had a net comprehensive income of $53,708 compared to a net comprehensive loss of $145,937 in 2017. The increase in net income was primarily due to the Company having sales revenue during the six months ended December 31, 2018 compared to no sales revenue in 2017.

 

Cash Used in Operating Activities

 

Net cash provided by operating activities for the six months ended December 31, 2018 was $144,591 compared to net cash used in operating activities of $143,657 for the six months ended December 31, 2017, for an increase of $288,248. The increase of net cash in operating activities for the six months ended December 31, 2018 are mainly attributed to the having sales revenue during the six months ended December 31, 2018 compared to no sales revenue in 2017.

 

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Cash Used in Investing Activities

 

There was no cash used in or generated from investing activities for six months ended December 31, 2018 and 2017.

 

Cash Provided by Financing Activities

 

Net cash provided by financing activities for the six months ended December 31, 2018 was $66,940 consisting totally of advance from related parties, compared to $134,027 consisting advance from related parties of $34,027 and from a private placement of $100,000 in 2017.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of December 31, 2019, the Company had total current assets of $216,945, which consists of cash and prepaid expenses, and had total current liabilities of $249,083, which consists of $106,423 from trades and other payables and $142,660 from due to related parties.

 

The Company has financed its development to date by way of sale of common stock and with advances from directors and shareholders of the Company.

 

As of May 13, 2019, the Company had 141,137,387 shares of common stock outstanding.

 

As of December 31, 2018, the amount due to related parties was $142,660 compared to $75,720 as of June 30, 2018. These debts were unsecured, interest free and have no fixed terms of repayment.

 

As of December 31, 2018, the Company had cash of $214,033 compared to $2,502 on June 30, 2018.

 

While the Company continues to seek out additional capital, there is no assurance that they will be successful in completing this necessary financing. The Company recognizes that it is dependent on the ability of its management team to obtain the necessary working capital required.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements, financings or other relationships.

 

Contractual Obligations and Commitments

 

As of December 31, 2018, we did not have any contractual obligations and commitments other than the agency agreement with De Lassalle for distribution of De Lassalle’s wine products in the China and South-East Asia regions.

 

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Going Concern

 

We have incurred losses since our inception. We anticipate incurring additional losses before realizing growth in revenue and we will depend on additional financing in order to meet our continuing obligations and ultimately to attain profitability. Our ability to obtain additional financing, whether through the issuance of additional equity or through the assumption of debt, is uncertain. Accordingly, our independent auditors’ report on our financial statements for the year ended June 30, 2018 includes an explanatory paragraph regarding concerns about our ability to continue as a going concern, including additional information contained in the notes to our financial statements describing the circumstances leading to this disclosure. The financial statements contained in this report do not include any adjustments that might result from the uncertainty about our ability to continue our business.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK .

 

The Company does not have any market risk sensitive financial instruments for trading or other purposes. All Company cash is held in insured deposit accounts.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

As required by Rule 13a-15 under the Exchange Act, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2018.

 

Our management, with the participation of our president (our principal executive officer, principal accounting officer and principal financial officer), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, our president (our principal executive officer, principal accounting officer and principal financial officer) has concluded that, as of the end of such period, our disclosure controls and procedures were not effective to ensure that information that is required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our president (our principal executive officer and our principal accounting officer and principal financial officer), as appropriate, to allow timely decisions regarding required disclosure. The reason or these deficiencies are as follows:

 

	1)	We have an inadequate number of personnel.
	2)	We do not have sufficient segregation of duties within our accounting functions.
	3)	We have insufficient written policies and procedures over our disclosures.

 

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Evaluation of Internal Control over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, our president (our principal executive officer and our principal accounting officer and principal financial officer), to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of our Company are being made only in accordance with authorizations of management and directors of our Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

 

Further, the evaluation of the effectiveness of internal control over financial reporting was made as of a specific date, and continued effectiveness in future periods is subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Management has conducted, with the participation of our president (our principal executive officer and our principal accounting officer and principal financial officer), an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2018 in accordance with the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework. Based on this assessment, management concluded that as of December 31, 2018, our company’s internal control over financial reporting was not effective based on present Company activity. Our Company is in the process of adopting specific internal control mechanisms. Future controls, among other things, will include more checks and balances and communication strategies between the management and the board to ensure efficient and effective oversight over Company activities as well as more stringent accounting policies to track and update our financial reporting.

 

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

 

There were no changes in our internal control over financial reporting identified in connection with the evaluation described above during the quarter ended December 31, 2018 that has materially affected or is 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 proceedings to report.

 

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

 

None

 

Item 3. Default Upon Senior Securities:

 

There are no defaults to report.

 

Item 4. Mine Safety Disclosures:

 

N/A

 

Item 5. Other Information:

 

None

 

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Item 6. Exhibits

 

31.1	Sarbanes Oxley Section 302 Certification from C.E.O./ C.F.O.
32.1	Sarbanes Oxley Section 906 Certification from C.E.O./ C.F.O.
101	Interactive Data Files

 

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SIGNATURES

 

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

 

Date: May 13, 2019		/s/ Liu Wenxin
		Liu Wenxin, Chairman/CEO

 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature		Title Date		Date
/s/ Liu Wenxin
		Chief Executive Officer		May 13, 2019
/s/ Chow Wing Fai
Chow Wing Fai		Chief Financial Officer		May 13, 2019

 

 

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