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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Willcox International Holdings Inc (PK) | USOTC:WINH | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.30 | 0.10 | 0.396 | 0.00 | 21:14:04 |
☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|
|
WINHA INTERNATIONAL GROUP LIMITED
(Name of Registrant in its Charter)
|
|
Nevada
|
47-2450462
|
(State of Other Jurisdiction of incorporation or organization)
|
(I.R.S. Employer I.D. No.)
|
|
|
3rd Floor, No. 19 Changyi Road, Changmingshui Village
Weguishan Town, Zhongshan City, P.R. China 528458
|
|
(Address of Principal Executive Offices)
|
|
Page
|
|
|
PART I
|
|
ITEM 1.
|
BUSINESS
|
2
|
ITEM 1A.
|
RISK FACTORS
|
8
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
13
|
ITEM 2.
|
PROPERTIES
|
13
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
14
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
14
|
|
PART II
|
|
ITEM 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
14
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
14
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
15
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
19
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
19
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
49
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
49
|
ITEM 9B.
|
OTHER INFORMATION
|
50
|
|
PART III
|
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
50
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
51
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
52
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
53
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
53
|
|
PART IV
|
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
54
|
Product
|
Sales Revenue
|
|||
Mangosteen
|
$
|
2,223,351
|
||
30-year Chenjishaodiaohuang Wine
|
863,461
|
|||
Kiwi fruit
|
795,154
|
|||
30-year Chenjishaodiaohuang Wine - gift box
|
783,569
|
|||
American red pear
|
755,966
|
|||
Pitaya fruit
|
745,968
|
|||
Cucumis metuliferus
|
728,156
|
|||
Taiwan sweet nectarine
|
659,681
|
|||
Moon cake of Zunlong Yayue
|
642,134
|
|||
Superfine gold pear
|
624,147
|
·
|
We make available a wide variety of interesting food options, which allow our commercial customers to offer upscale menus to their clientele.
|
·
|
Zhongshan Winha involves itself directly in the planting decisions of our suppliers, with a goal of offering the freshest possible produce on schedules that are favorable to the needs of our commercial customers.
|
·
|
Our retail stores endeavor to facilitate ease of business for our customers, allowing them to pre-schedule visits to our store and obtain back-door delivery of their purchases.
|
Class
|
City
|
Franchisees
|
First-Tier City
|
Shenzhen
|
1
|
Guangzhou
|
4
|
|
Second-Tier City
|
Foshan
|
2
|
Dongguan
|
4
|
|
Shantou
|
2
|
|
Zhuhai
|
4
|
|
Third-Tier City
|
Zhongshan
|
1
|
Zhanjiang
|
4
|
|
Jiangmen
|
3
|
|
Huizhou
|
1
|
Class
|
Franchise Fee (1x)
|
Floor Space
|
Management Fee (monthly)
|
First-Tier City
|
600,000 RMB ($93,000)
|
Up to 100 m
2
|
70,000 RMB ($10,850)
|
Up to 200 m
2
|
80,000 RMB ($12,400)
|
||
Up to 300 m
2
|
100,000 RMB ($15,500)
|
||
Second-Tier City
|
550,000 RMB ($82,250)
|
Up to 100 m
2
|
50,000 RMB ($7,750)
|
Up to 200 m
2
|
60,000 RMB ($9,300)
|
||
Up to 300 m
2
|
70,000 RMB ($10,850)
|
||
Third-Tier City
|
450,000 RMB ($69,750)
|
Up to 200 m
2
|
40,000 RMB ($6,200)
|
Up to 300 m
2
|
50,000 RMB ($7,750)
|
·
|
Online Store.
Consumers will be able to access our products at our website
www.winha.com
. Our goal is to build our website into a one-stop shop for local specialty products of all kinds. Towards that end, we have been recruiting employees in areas such as graphic design, photography, and online business administration.
|
·
|
Mobile Store.
We unveiled the prototype for our mobile app at the end of August 2013. Our mobile app will be searchable on WeChat, a social network platform that was developed by Tencent and has gained its popularity among China-based smart phone users. We worked with a third-party developer in creating a sophisticated interface for the mobile app, and obtained a public account with WeChat that so that our mobile app can be searched and "friended" by the public at large. Our mobile app will have two segments: pages introducing local cultures throughout China and a virtual store that will provide exclusive deals, such as free samples and special discounted items.
|
Subsidiary
|
Location
|
Sq. Meters
|
|||
Zhongshan Winha
|
P89, First Floor, No. 17, Chancheng District, Foshan City
|
124
|
|||
Sanshui Branch, LLC
|
5-7 Eastern Seven, Eastern First, Yahao Ju, Dexing Rd, Xi'nan St., Sanshui District, Foshan City
|
118
|
|||
Shunde Branch, LLC
|
8,9,10 Third Jinghong Bldg., Taigen Rd., Yulu Neighborhood Committee, Shunde District, Foshan City
|
229
|
|||
Zhongshan Supermarket Ltd.
|
Card 5,6 Dongming Rd., No. 27, Shiqi District, Zhongshan City
|
197
|
|||
Xiaolan Branch, LLC
|
The Second Street Shop, No. 10 Guangyuan Northern Road, Xiaolan Town, Zhongshan City
|
106
|
|||
Guangzhou Branch, LLC
|
Shop 40, Xinyue Mingzhu Park, Panyu District, Guangzhou City
|
118
|
|||
Dongguan Branch, LLC
|
Shop 108, A107, Fuhuayuan, Dongtai Garden, Dongtai Community, Dongcheng District, Dongguan City
|
277
|
|||
Zhongshan Winha Catering Management Co., Ltd.
|
Floors 1 and 2, Tianbo Bldg., B Factory, No. 19 Changyi Rd., Changmingshui Industrial Park, Wuguishan
|
--
|
Bid
|
||||||||
Quarter Ending
|
High
|
Low
|
||||||
September 30, 2014
|
$
|
2.60
|
$
|
2.10
|
||||
December 31, 2014
|
$
|
3.35
|
$
|
2.60
|
||||
March 31, 2015
|
$
|
3.35
|
$
|
2.75
|
||||
June 30, 2015
|
$
|
2.75
|
$
|
2.75
|
||||
September 30, 2015
|
$
|
2.75
|
$
|
2.75
|
||||
December 31, 2015
|
$
|
2.75
|
$
|
2.75
|
||||
March 31, 2015
|
$
|
3.75
|
$
|
2.75
|
|
March 31,
|
March 31,
|
%
|
|||||||||
|
2016
|
2015
|
Change
|
|||||||||
Revenue
|
$
|
42,442,485
|
$
|
9,023,642
|
370
|
%
|
||||||
Cost of Goods Sold
|
(19,992,753
|
)
|
(4,326,754
|
)
|
362
|
%
|
||||||
Gross profit
|
22,449,732
|
4,696,888
|
378
|
%
|
||||||||
Total operating expenses
|
26,098,078
|
1,576,587
|
1,555
|
%
|
||||||||
Income (loss) from operations
|
(3,648,346
|
)
|
3,120,031
|
(217
|
%)
|
|||||||
Income (loss) before provision for income taxes
|
(3,722,845
|
)
|
3,106,080
|
(220
|
%)
|
|||||||
Provision for income taxes
|
4,542,327
|
739,528
|
514
|
%
|
||||||||
Net income (loss)
|
(8,265,172
|
)
|
2,366,552
|
(449
|
%)
|
|
March 31
|
March 31
|
||||||
|
2016
|
2015
|
||||||
Retail stores
|
$
|
9,442,843
|
$
|
808,578
|
||||
Custom-made
|
29,943,950
|
8,215,064
|
||||||
Franchises
|
3,055,692
|
-
|
||||||
Total
|
$ |
42,442,485
|
$ |
9,023,642
|
|
Year ended
March 31,
2016
|
Year
ended
March 31,
2015
|
||||||
Net cash provided (used) by operating activities
|
$
|
16,083,400
|
$
|
(581,512
|
)
|
|||
Net cash (used in) investing activities
|
$
|
(1,717,335
|
)
|
$
|
(449,056
|
)
|
||
Net cash provided by financing activities
|
$
|
6,546,019
|
$
|
1,924,769
|
Page | |
F-20
|
Report of Independent Registered Public Accounting Firm
|
F-21
|
Consolidated Balance Sheets as of March 31, 2016 and 2015.
|
F-23
|
Consolidated Statements of Operations and Comprehensive Income (Loss) for the Years Ended March 31, 2016 and 2015.
|
F-25
|
Consolidated Statement of Changes in Stockholders' Equity (Deficit) for the Years Ended March 31, 2016 and 2015.
|
F-26
|
Consolidated Statements of Cash Flows for the Years Ended March1, 2016 and 2015.
|
F-28 to F-48
|
Notes to Consolidated Financial Statements.
|
ASSETS
|
||||||||
201
6
|
201
5
|
|||||||
Current assets:
|
|
|||||||
Cash and cash equivalents |
$
|
21,548,630
|
$
|
1,103,726
|
||||
Accounts receivable
|
1,417,860
|
1,246,200
|
||||||
Inventory
|
1,523,959
|
2,621,655
|
||||||
Advances to suppliers
|
151,230
|
224,029
|
||||||
Prepaid expenses
|
174,010
|
145,524
|
||||||
Deferred tax assets
|
32,810
|
-
|
||||||
Total current assets
|
24,848,499
|
5,341,134
|
||||||
Property, plant and equipment, net
|
1,847,977
|
391,313
|
||||||
Website - net
|
45,676
|
39,014
|
||||||
Deferred registration cost
|
212,312
|
-
|
||||||
TOTAL ASSETS
|
$
|
26,954,464
|
$
|
5,771,461
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
2016
|
201
5
|
||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
208,866
|
$
|
305,545
|
||||
Convertible debt
|
5,435,466
|
-
|
||||||
Advances from customers
|
769,814
|
732,212
|
||||||
Taxes payable
|
1,683,909
|
480,539
|
||||||
Accrued expenses
|
246
,
387
|
66,026
|
||||||
Loan from stockholder
|
477,199
|
72,228
|
||||||
Total current liabilities
|
8,821,641
|
1,656,550
|
||||||
Stockholders' equity:
|
||||||||
Common stock, $0.00
1
par value per share, 200,000,000 shares authorized; 49,989,500 shares issued and outstanding as of March 31, 2016 and 2015
|
49,990 | 49,990 | ||||||
Additional paid-in
capital
|
21,626,775
|
2,666,582
|
||||||
Statutory reserve
|
497,443
|
252,053
|
||||||
Retained earnings (deficit)
|
(11,096
,
421
|
)
|
1,114,566
|
|||||
Other comprehensive (loss) income
|
(230
,
584
|
)
|
31,720
|
Sub-total
|
10,847,203
|
4,114,911
|
||||||
Noncontrolling interests
|
7,285,620
|
-
|
||||||
Total stockholders' equity
|
18,132,823
|
4,114,911
|
||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
26,954,464
|
$
|
$5,771,461
|
Year Ended
March 31
,
|
Year Ended
March 31
,
|
|||||||
2016
|
2015
|
|||||||
Revenues
|
$
|
42,442,485
|
$
|
9,023,642
|
||||
Cost of goods sold
|
19,992,753
|
4,326,754
|
||||||
Gross profit
|
22,449,732
|
4,696,888
|
||||||
Operating expenses:
|
||||||||
Selling and marketing
|
2,492,594
|
564,815
|
||||||
General and administrative
|
23,605,484
|
1,011,772
|
||||||
Total operating expenses
|
26,098,078
|
1,576,587
|
||||||
(Loss) income from operations
|
(3,648,346
|
)
|
3,120,301
|
|||||
Other income (expense):
|
||||||||
Other income
|
25,256
|
2,809
|
||||||
Other (expenses)
|
(99,755
|
)
|
(17,031
|
)
|
||||
Total other income (expenses)
|
(74,499
|
)
|
(14,221
|
)
|
||||
(Loss) income before provision for income taxes
|
(3,722,845
|
)
|
3,106,080
|
|||||
Provision for income taxes
|
4,542,327
|
739,528
|
||||||
Net (loss) income before noncontrolling interests
|
(8,265,172
|
)
|
2,366,552
|
|||||
Noncontrolling interests
|
3,039,948
|
-
|
||||||
Net income (loss) attributable to common stockholders
|
$
|
(11,305,120
|
)
|
$
|
2,366,552
|
|||
(Loss) earnings per common share, basic and diluted
|
$
|
(0.23
|
)
|
$
|
0.05
|
|||
Weighted average shares outstanding, basic and diluted
|
49,989,500
|
49,989,500
|
Year Ended
March 31
,
|
Year Ended
March 31
,
|
|||||||
|
2016
|
2015
|
||||||
Comprehensive (loss) income:
|
||||||||
Net (loss) income
|
$
|
(8,265,172
|
)
|
$
|
2,366,552
|
|||
Foreign currency translation adjustment
|
(414,183
|
)
|
31,732
|
|||||
Comprehensive income (loss)
|
(8,679,355
|
)
|
2,398,284
|
|||||
Comprehensive income attributable to noncontrolling interests
|
2,873,992
|
-
|
||||||
Comprehensive (loss) income attributable to common stockholders
|
$
|
(11,553,347
|
)
|
$
|
2,398,284
|
Common
Stock
|
Additional
Paid-in
Capital
|
Retained
Earnings
(Deficit)
|
Other
Comprehensive
(loss)
|
Statutory
Reserve
Fund
|
Non-
controlling
Interests
|
Total
|
||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Balance, March 31, 2014 |
$
|
49,990
|
$
|
810,495
|
$
|
(999,933
|
) |
$
|
(12
|
) | $ | - |
$
|
3,546
|
$
|
(135,914
|
) | |||||||||||
Additional capital contribution from principal stockholders
|
-
|
1,859,029
|
-
|
-
|
-
|
-
|
1,859,029
|
|||||||||||||||||||||
Net income
|
-
|
-
|
2,114,499
|
-
|
252,053
|
-
|
2,366,552
|
|||||||||||||||||||||
Purchase of non-
controlling interests
|
-
|
(2,942
|
)
|
-
|
-
|
-
|
(3,546
|
)
|
(6,488
|
)
|
||||||||||||||||||
Foreign currency translation adjustment
|
-
|
-
|
-
|
31,732
|
-
|
-
|
31,732
|
|||||||||||||||||||||
Balance,
March 31
, 201
5
|
$
|
49,990
|
$
|
2,666,582
|
$
|
1,114,566
|
$
|
31,720
|
$
|
252,053
|
$ | - |
$
|
4,114,911
|
Additional capital contribution from principal stockholder
|
-
|
816,001
|
-
|
-
|
-
|
-
|
816,001
|
|||||||||||||||||||||
Acquisition of VIE noncontrolling interest
|
-
|
(1,550
|
)
|
-
|
-
|
-
|
-
|
(1,550
|
)
|
|||||||||||||||||||
Subsidiary stock issued for compensation
|
-
|
21,882
,
816
|
-
|
-
|
-
|
-
|
21,882
,
816
|
|||||||||||||||||||||
Reclassification for issuance of subsidiary stock for compensation
|
-
|
(3,737,074
|
)
|
(559,656
|
)
|
(14,077
|
)
|
(100,821
|
)
|
4,411,628
|
-
|
|||||||||||||||||
Net (loss) income
|
-
|
-
|
(11,305,120
|
)
|
-
|
-
|
3,039,948
|
(8,265,172
|
)
|
|||||||||||||||||||
Appropriation of statutory reserve
|
-
|
-
|
(346,211
|
)
|
-
|
346,211
|
-
|
-
|
||||||||||||||||||||
Other comprehensive (loss)
|
-
|
-
|
-
|
(248,227
|
)
|
-
|
(165,956
|
)
|
(414,183
|
)
|
||||||||||||||||||
Balance, March 31, 2016
|
$
|
49,990
|
$
|
21,626,775
|
$
|
(11,096,421
|
)
|
$
|
(230,584
|
)
|
$
|
497,443
|
$
|
7,285,620
|
$
|
18,132,823
|
Years Ended
March 31
,
|
||||||||
2016
|
2015
|
|||||||
Cash flows from operating activities:
|
||||||||
Net (loss) income
|
$
|
(8,265,172
|
)
|
$
|
2,366,552
|
|||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
||||||||
Depreciation and amortization
|
203,564
|
80,385
|
||||||
Stock
Compensation
|
21,882,816
|
-
|
||||||
Changes in operating assets and liabilities:
|
||||||||
(Increase) in accounts receivable
|
(171,660
|
)
|
(1,040,596
|
)
|
||||
Decrease (increase) in inventory
|
1,097,696
|
(2,580,401
|
)
|
|||||
Decrease (increase) in advances to suppliers
|
72,799
|
(224,029
|
)
|
|||||
(Increase) in prepaid expenses
|
(28,486
|
)
|
(145,186
|
)
|
||||
(Increase) in deferred tax assets
|
(32,810
|
)
|
-
|
|||||
(Decrease) increase in accounts payable
|
(96,679
|
)
|
303,074
|
|||||
(Increase) in deferred revenue
|
-
|
(6,264
|
)
|
|||||
Increase in advances from customers
|
37,602
|
298,929
|
||||||
Increase in taxes payable
|
1,203,370
|
481,106
|
||||||
Increase (decrease) in accrued expenses
|
180,360
|
(115,082
|
)
|
|||||
Net cash provided by (used in) operating activities
|
16,083,400
|
(581,512
|
)
|
|||||
Cash flows from investing activities:
|
||||||||
Acquisition of subsidiary
|
(1,550
|
)
|
-
|
|||||
Payments for website expansion
|
(10,234
|
)
|
(32,290
|
)
|
||||
Purchase of
fixed assets
|
(1,705,551
|
)
|
(416,766
|
)
|
||||
Net cash (used in) investing activities
|
(1,717,335
|
)
|
(449,056
|
)
|
Years Ended
March 31
,
|
||||||||
2016
|
2015
|
|||||||
Cash flows from financing activities:
|
||||||||
Proceeds from convertible debt
|
5,537,359
|
-
|
||||||
Purchase of non-controlling interest
|
-
|
(6,488
|
)
|
|||||
Additional capital contribution
|
816,001
|
1,859,029
|
||||||
Proceeds from
stockholder loan-net
|
404,971
|
72,228
|
||||||
Deferred registration costs
|
(212,312
|
)
|
-
|
|||||
Net cash provided by financing activities
|
6,546,019
|
1,924,769
|
||||||
Effect of exchange rate changes on cash
|
(467,180
|
)
|
54,365
|
|||||
Net change in cash
|
20,444,904
|
948,566
|
||||||
Cash, beginning of year
|
1,103,726
|
155,160
|
Cash, end of year
|
$
|
21,548,630
|
$
|
1,103,726
|
||||
Supplemental disclosure of cash flow information:
|
||||||||
Cash paid for:
|
||||||||
Interest
|
$ | - |
$
|
-
|
||||
Income taxes
|
$
|
3,568,799
|
$
|
395,723
|
Noncash financing activities:
|
||||||||
Payment of accrued expenses and other payables by shareholder
in the form of a loan
|
$
|
41,328
|
$
|
41,619
|
Shares Sold
|
||||
Huizhen Li
|
720,000
|
|||
Jianxin Cen
|
72
0,000
|
|||
Zongxun Zhang
|
72
0,000
|
|||
Xinxi Zhong
.
|
72
0,000
|
|||
Yixiang Qu
|
72
0,000
|
|||
Qianxin Chen
|
72
0,000
|
|||
Senhong He
|
72
0,000
|
|||
Zidong Chen
|
72
0,000
|
|||
Haolin Zhou
|
72
0,000
|
|||
Weicheng Zheng
|
72
0,000
|
|||
Ruicheng Li
|
72
0,000
|
|||
Total
|
7,920,000
|
March 31,
2016
|
March 31,
2015
|
|||||||
Balance sheet items, except for stockholders' equity, as of period end
|
$
|
0.1550
|
$
|
0.1630
|
||||
Year Ended
March 31,
2016
|
Year Ended
March 31,
2015
|
|||||||
Amounts included in the statements of operations, statements of changes in stockholders' equity and statements of cash flows
|
$
|
0.1579
|
$
|
0.1624
|
March 31,
2016
|
||||
Balance sheet items, except for stockholders' equity, as of period end
|
$
|
0.7668
|
||
Year Ended
March 31,
2016
|
||||
Amounts included in the statements of operations, statements of changes in stockholders' equity and statements of cash flows
|
$
|
0.7361
|
1.
|
Initial stage (planning), whereby the related costs are expensed.
|
2.
|
Development stage (web application, infrastructure, graphics), whereby the related costs are capitalized and amortized once the website is ready for use. Costs for development content of the website may be expensed or capitalized depending on the circumstances of the expenditures.
|
3.
|
Operating stage, whereby the related costs are expensed as incurred. Upgrades are usually expensed, unless they add additional functionality.
|
a)
|
Retail stores - The Company recognizes sales revenue from its seven retail stores, net of sales taxes and estimated sales returns at the time it sells merchandise to the customer. Customer purchases of shopping cards are not recognized as revenue until the card is redeemed when the customer purchases merchandise by using the shopping card.
|
b)
|
Custom-made sales - The Company started "Custom-made" sales in August 2014. The target customers are commercial customers who can order online or in the Company's local stores and make full payment on site. All orders are forwarded to Zhongshan Winha immediately, which arranges the delivery. Revenue from the sale of products is recognized upon delivery to customers provided that there are no uncertainties regarding customer acceptance, there is persuasive evidence of an arrangement, and the sales price is fixed and determinable. Revenue generated from custom-made sales was $29,943,950 and $8,215,064, respectively, for years ended March 31, 2016 and 2015, respectively
|
c)
|
Franchise and management fees - During the quarter ended September 30, 2015, the Company commenced franchising the use of the Company's trademark, name identification and other business resources. The franchisee is required to pay franchise fees and management fees to Zhongshan Winha. Franchise fee revenue from franchise sales is recognized only when all material services or conditions relating to the sale have been substantially performed or satisfied by the Company. The franchise and management fees recognized by the Company were $3,055,692 for the year ended March 31, 2016 and are included in revenue.
|
Furniture, fixtures and equipment
|
3 to 5 years
|
|
Leasehold improvements
|
Over the shorter of the remaining lease term or estimated useful life of the improvements.
|
|
Motor vehicles
|
5 years
|
March 31,
2016
|
March 31,
2015
|
|||||||
Furniture, fixtures and equipment
|
$
|
1,131,124
|
$
|
380,979
|
||||
Leasehold improvements
|
629,536
|
18,908
|
||||||
Motor vehicles
|
361,967
|
71,658
|
||||||
2,122,627
|
471,545
|
|||||||
Less: accumulated depreciation
|
(274,650
|
)
|
(80,232
|
)
|
||||
$
|
1,847,977
|
$
|
391,313
|
Year Ending March 31,
|
Amount
|
|||
2017
|
$
|
381,148
|
||
2018
|
333,814
|
|||
2019
|
314,510
|
|||
2020
|
253,860
|
|||
Thereafter
|
489,558
|
|||
Total
|
$
|
1,772
,
889
|
2016
|
2015
|
|||||||
Current
|
$
|
4,575,137
|
$
|
739,528
|
||||
Deferred
|
(32,810
|
)
|
-
|
|||||
$
|
4,542
,
327
|
$
|
739,528
|
2016
|
2015
|
|||||||
Statutory rate - PRC
|
(25.0
|
)%
|
25.0
|
%
|
||||
Change in valuation allowance
|
-
|
(2.9
|
)
|
|||||
Non-deductible stock compensation
|
146.9
|
-
|
||||||
Benefit of carryforward losses
|
(0.9
|
)
|
-
|
|||||
Other
|
1.0
|
1.7
|
||||||
Effective income tax rate
|
122
.0
|
%
|
23.8
|
%
|
March 31,
2016
|
March 31,
2015
|
|||||||
Net operating loss carryforwards
|
$
|
6,333,864
|
$
|
40,168
|
||||
Inventory intercompany profit
|
2,596
|
20,760
|
||||||
Less: valuation allowance
|
(6,303,650
|
) |
(60,928
|
)
|
||||
Net deferred tax asset
|
32,810
|
$ | - |
ASSETS
|
March 31,
2016
|
|||
Investment in subsidiaries
|
$
|
11,050,554
|
||
TOTAL ASSETS
|
$
|
11,050,554
|
||
LIABILITIES AND
STOCKHOLDERS
'
EQUITY
|
March 31,
2016
|
|||
Accrued Expenses
|
45,000
|
|||
Stockholder loans
|
$
|
158,351
|
||
Stockholders' equity
|
||||
Common stock, $0.0001 par value; 200,000,000 shares authorized; 49,989,500 shares issued and outstanding as of March 31, 2016
|
49,990
|
|||
Additional paid-in capital
|
21,626,775
|
|||
Statutory reserve
|
497,443
|
|||
(Deficit)
|
(11,096,421
|
)
|
Other comprehensive income (loss)
|
(230,584
|
)
|
||
Total stockholders' equity
|
10,847,203
|
|||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
11
,
050
,
554
|
Year Ended
|
||||
March 31,
2016
|
||||
Revenues
|
||||
Share of earnings from investment in subsidiaries
|
$
|
7,761,602
|
||
Operating expenses
|
||||
Stock compensation
|
(15,865,042
|
)
|
||
General and administrative
|
(161,732
|
)
|
||
Net (loss)
|
$
|
(8,265,172
|
)
|
Year Ended
March 31,
2016
|
||||
Cash flows from operating activities
|
||||
Net (loss)
|
$
|
(8,265,172
|
)
|
|
Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities
|
||||
Share of earnings from investment in subsidiaries
|
(7,761,602
|
)
|
||
Stock compensation
|
15,865,042
|
|||
Increase in accrued expenses and other payables
|
161,732
|
|||
Net cash provided by (used in) operating activities
|
-
|
|||
Net change in cash
|
-
|
|||
Cash, beginning of period
|
-
|
|||
Cash, end of period
|
$
|
-
|
||
Noncash financing activities:
|
||||
Payment of accrued expenses and other payables by shareholder
|
$
|
116,732
|
·
|
We have not achieved the desired level of corporate governance with regard to identifying and measuring the risk of material misstatement. Because of our limited internal resources, we lack key monitoring mechanisms such as independent directors and audit committee to oversee and monitor the Company's risk management, business strategies and financial reporting procedures.
|
·
|
We have not designed and implemented controls to maintain appropriate segregation of duties in our manual and computer-based business processes which could affect the Company's purchasing controls, the limits on the delegation of authority for expenditures, and the proper review of manual journal entries.
|
·
|
Our accounting department personnel have limited knowledge and experience in US GAAP and reports with the Securities and Exchange Commission (the "SEC"). To remediate the material weakness, the management has hired an external consultant with extensive experience in US GAAP and reports to the SEC, who is responsible for assisting the Company with (i) the preparation of its financial statements in accordance with US GAAP and (ii) its periodic reports with the SEC.
|
Name
|
|
Age
|
|
Position
|
Chung Yan Winnie Lam
|
|
39
|
|
President, Secretary, Treasurer & Director
|
Name
|
|
Age
|
|
Position
|
Zhuowei Zhong
|
|
43
|
|
Chairman of the Board
|
Zhifei Huang
|
39
|
Chief Executive Officer
|
||
Huiwen Huang
|
50
|
Director of Legal Affairs
|
Fiscal
Year
|
Salary
|
Bonus
|
Stock
Awards
|
Option
Awards
|
Other
Compensation
|
||||||||||||||||
Chung Yan Winnie Lam
|
2016 |
--
|
--
|
--
|
--
|
--
|
|||||||||||||||
2015 |
--
|
--
|
--
|
--
|
--
|
||||||||||||||||
2014 |
--
|
--
|
--
|
--
|
--
|
Beneficial Owner
|
Amount
and Nature
of Beneficial
Ownership
(1)
|
Percentage
of Class
|
||||||
Chung Yan Winnie Lam
|
0
|
--
|
||||||
All officers and directors As a group (1 person)
|
0
|
--
|
||||||
Zening Lai
|
35,181,893
|
(2)
|
70.4
|
%
|
·
|
Zhouwei Zhong (Chairman of Zhongshan Winha), who received 7% of Australian Winha,
|
·
|
Xinxi Zhong(daughter of Zhuowei Zhong), who received 5%,
|
·
|
Zhifei Huang (CEO of Zhongshan Winha), who received 4%, and
|
·
|
Chung Yan Winnie Lam (CEO of Winha International), who received 3%.
|
3.1
|
Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 of the Company filed September 9, 2013 by the Company with the SEC)
|
3.2
|
By-laws (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 of the Company filed September 9, 2013 by the Company with the SEC)
|
10.1
|
Form of Joint Cooperation Agreement executed by Zhongshan Winha and its franchisees.
|
31.1
|
Certification of the President of the Company, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
Certification of the President of the Company, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101 INS
|
XBRL Instance Document*
|
101 SCH
|
XBRL Schema Document*
|
101 CAL
|
XBRL Calculation Linkbase Document*
|
101 DEF
|
XBRL Definition Linkbase Document*
|
101 LAB
|
XBRL Labels Linkbase Document*
|
101 PRE
|
XBRL Presentation Linkbase Document*
|
Dated: July 14, 2016
|
Winha International Group Limited
|
|
|
|
|
|
By:
|
/s/ Chung Yan Winnie Lam
|
|
|
Chung Yan Winnie Lam
|
|
|
(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Chung Yan Winnie Lam
|
|
President and Sole Director
|
|
July 14, 2016
|
Chung Yan Winnie Lam
|
|
(Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)
|
|
|
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