As used in this
annual report, the terms “we,” “us,” “our,” and words of like import, and the “Company”
refers to China Teletech Holding, Inc. and its subsidiaries unless the context indicates otherwise.
This annual report
of China Teletech Holding, Inc. (the “Company”) covers periods after December 31, 2014. This report covers the fiscal
years ended December 31, 2016 and 2015, in lieu of filing separate reports for each of those years. Included in this Form 10-K
are our audited financial statements for the fiscal years ended December 31, 2016 and 2015, none of which have been filed with
the Securities and Exchange Commission (the “SEC”). Because of the amount of time that has passed since our last periodic
report was filed with the SEC, the information relating to our business and related matters is focused on our more recent periods.
We do not intend to file the Quarterly Reports on Form 10-Q for any of the quarters ended March 31, 2015 through September 30,
2016. We believe that the filing of this expanded annual report enables us to provide information to investors in a
more efficient manner than separately filing each of the quarterly reports described above. This annual report should be read together
and in connection with the other reports which have been or will be filed by us with the SEC, for a comprehensive description of
our current financial condition and operating results. In the interest of complete and accurate disclosure, we have included current
information in this annual report for all material events and developments that have taken place through the date of filing of
this annual report with the SEC.
This report contains forward-looking
statements and information that are based on the beliefs of our management as well as assumptions made by and information currently
available to us. Such statements should not be unduly relied upon. Forward-looking statements include statements about our expectations,
beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts or that are not present
facts or conditions. Forward-looking statements and information can generally be identified by the use of forward-looking terminology
or words, such as “anticipate,” “approximately,” “believe,” “continue,” “estimate,”
“expect,” “forecast,” “intend,” “may,” “ongoing,” “pending,”
“perceive,” “plan,” “potential,” “predict,” “project,” “seeks,”
“should,” “views” or similar words or phrases or variations thereon, or the negatives of those words or
phrases, or statements that events, conditions or results “can,” “will,” “may,” “must,”
“would,” “could” or “should” occur or be achieved and similar expressions in connection with
any discussion, expectation or projection of future operating or financial performance, costs, regulations, events or trends. The
absence of these words does not necessarily mean that a statement is not forward-looking.
Forward-looking statements and information
are based on management’s current expectations and assumptions, which are inherently subject to uncertainties, risks and
changes in circumstances that are difficult to predict. These statements reflect our current view concerning future events and
are subject to risks, uncertainties and assumptions. There are important factors that could cause actual results to vary materially
from those described in this report as anticipated, estimated or expected, including, but not limited to, general conditions in
the economy and capital markets, the “SEC” regulations which affect trading in the securities of “penny stocks,”
and other risks and uncertainties. Except as required by law, we assume no obligation to update any forward-looking statements
publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements,
even if new information becomes available in the future. Depending on the market for our stock and other conditional tests, a specific
safe harbor under the Private Securities Litigation Reform Act of 1995 may be available. Notwithstanding the above, Section 27A
of the Securities Act of 1933, as amended (the “
Securities Act
”), and Section 21E of the Securities Exchange
Act of 1934, as amended (the “
Exchange Act
”), expressly state that the safe harbor for forward-looking statements
does not apply to companies that issue penny stock. Because we may from time to time be considered to be an issuer of penny stock,
the safe harbor for forward-looking statements may not apply to us at certain times.
PART
I
Item
1. Business.
Following
the execution of Mutual Rescission Agreement with Shenzhen Jinke Energy Development Co., Ltd. on November 15, 2016, the Company has become an investment holding company without significant assets
or operations.
CORPORATE
HISTORY AND STRUCTURE
We
were incorporated as Avalon Development Enterprises, Inc. on March 29, 1999, under the laws of the State of Florida. From
inception until January 2007, we engaged in the business of acquiring commercial property and expanding into building cleaning,
maintenance services, and equipment leasing as supporting ancillary services and sources of revenue. On January 10, 2007,
the Company, Global Telecom Holdings, Ltd., a British Virgin Islands company ("GTHL"), and the shareholders of GTHL,
entered into a share exchange agreement, pursuant to which the Company issued 39,817,500 shares of its restricted common stock
to the shareholders of GTHL in exchange for all of the issued and outstanding capital stock of GTHL. Following
the transaction on March 27, 2007, GTHL became our wholly-owned subsidiary and we changed our name to Guangzhou Global Telecom
Holdings, Inc. and succeeded to the business of GTHL.
In 2007, we established four subsidiaries;
namely, Zhengzhou Global Telecom Equipment Limited ("ZGTE"), Macau Global Telecom Company Limited ("MGT"),
Huantong Telecom Hongkong Holding Limited ("HTHKH"), and Huantong Telecom Singapore Company PTE Limited ("HTS")
with capital of RMB 500,000, Macau Dollar 300,000, Hong Kong Dollar 100 and Singapore Dollar 200,000, respectively. Simultaneously,
we established a subsidiary; namely, Guangzhou Huantong Telecom Technology and Consultant Services, Ltd ("GHTTCS") with
capital of RMB 8,155,730. Pursuant to a Stock Purchase Agreement dated April 9, 2008 and July 29, 2008, respectively, the Company
acquired 50% of the issued and outstanding shares of Beijing Lihe Jiahua Technology and Trading Company Ltd ("BLJ") for
a consideration of US$300,000 and 51% of the issued and outstanding shares in Guangzhou Renwoxing Telecom Co., Ltd. ("GRT"),
a limited liability company incorporated in China for a consideration of US$291,833.
In 2009 and 2010, the Company disposed
of its subsidiaries CHTTCS, ZGTE, MGT and BLJ due to their loss in operations. HTHKH and HTS were not able to commence operations
since its inception, so the Company deregistered them in 2010.
Acquisition of China Teletech Limited
On March 30, 2012, the Company completed a share exchange
transaction with China Teletech Limited, a British Virgin Islands corporation ("CTL") and the former shareholders of
CTL.
CTL
is a British Virgin Islands Company, incorporated on January 30, 2008 under the British Virgin Islands Business Act 2004. Its
primary business operations were concluded through two wholly owned subsidiaries located in China, namely, (a) Shenzhen Rongxin
Investment Co., Ltd. ("Shenzhen Rongxin") and (b) Guangzhou Rongxin Science and Technology Limited ("Guangzhou
Rongxin").
Pursuant to a share exchange agreement dated March 20, 2012 among CTL, its former shareholders and
us, we acquired all the outstanding capital stock of CTL from its former shareholders of CTL in exchange for 40,000,000 shares
of our common stock. The shares issued to the former shareholders of CTL constituted approximately 68.34% of our issued and outstanding
shares of common stock immediately after the commutation of the share exchange transaction. As a result of the share exchange,
CTL became our wholly owned subsidiary and Dong Liu and Yuan Zhao, the former shareholders of CTL, became our principal shareholders.
In
connection with the share exchange, Yankuan Li resigned as our Chief Financial Officer, Secretary and Chairman of the Board of
Directors, effective on March 30, 2012. On the same day, Dong Liu, Yuan Zhao, Yau Kwong Lee and Kwok Ming Wai Andrew were appointed
as our directors, effective immediately. Ms. Yankuan Li remained
President,
Chief Executive Officer and a member of the board of directors of the Company. As of result of the merger, the Company believed
that it could enjoy a greater management and capital resources and have a greater network and business opportunities. The Company expected
to be able to expand its telecommunications business in Guangzhou and Shenzhen cities in China.
Sale of the Company's Wholly-Owned Subsidiary, Guangzhou
Global Telecommunication Company Limited
On June 30, 2012, we entered into a
Sales and Purchase Agreement with Mr. Zhu Sui Hui ("Mr. Hui") pursuant to which we sold all the capital stock of Guangzhou
Global Telecommunication Company Limited ("GGT"), our wholly-owned subsidiary, to Mr. Hui for RMB 5,000, or approximately
$800. Both parties agreed unconditionally to waive the current accounts payable or receivable balances between the Company (and
its subsidiaries) and GGT. GGT was engaged in the trading and distribution of cellular phones and accessories, prepaid calling
cards, and rechargeable store-value cards before the sale.
Disposition
of the Company’s variable interest entity, Shenzhen Rongxin Investment Co., Ltd.
On
September 30, 2012, China Teletech, Limited entered into an agreement with a related party, Liu Yong, brother of Mr. Liu Dong,
the Company’s former Chairman, to dispose of the variable interest entity Shenzhen Rongxin for a cash consideration of US$1,579.
Sale
of the Company's Subsidiary, Global Telecom Holdings Limited
On
June 30, 2013, the Company’s subsidiary, Global Telecom Holdings Limited, entered into an agreement with an independent
third party to dispose of its 51% owned subsidiary Guangzhou Renwoxing Telecom Co., Limited for a cash consideration of US$3,232.
Deregistration
of the Company’s Wholly-Owned Subsidiaries, Guangzhou Rongxin Science and Technology Limited
On
December 30, 2013, the Company had its subsidiary, Guangzhou Rongxin, deregistered due to ceased operations.
Following
the deregistration of the Company’s subsidiary, Guangzhou Rongxin, the Company was a shell company with no operations until
the Company entered into the Share Exchange Agreement with Jinke on January 28, 2015.
Sale
of the Company’s Wholly-Owned Subsidiaries Global Telecom Holdings Limited and China Teletech Limited
On
January 1, 2015, the Company entered into an agreement with an independent third party to dispose of its wholly-owned subsidiaries,
Global Telecom Holdings, Ltd. and China Teletech Limited for a cash consideration of US$2,000.
Share
Exchange with Jinke
On January 28, 2015, the Company entered into a Share Exchange Agreement (the “Share Exchange
Agreement”) with Shenzhen Jinke Energy Development Co., Ltd., a company organized under the laws of the People’s Republic
of China (“Jinke”), and Guangyuan Liu, the holder of 97% of the equity interest of Jinke, pursuant to which we acquired
51% of the issued and outstanding equity securities of Jinke (the “Share Exchange”). Both the Company and Jinke believed
that the acquisition transaction is in the best interest of their respective shareholders. The Company believed that the acquisition
would enhance the value of the Company through the acquisition of a majority equity interest in Jinke’s viable business,
and Jinke believes that such transaction will afford Jinke access to the U.S. capital market and other possible financial resources.
Prior to the execution of the Cooperation Agreement, there was no material relationship between the company and its affiliates
and JinKe and its affiliates=. Jinke was introduced to the Company by Ms. Chen Xiaoqiao, a PRC resident, who is a mutual business
contact of Ms. Li Yankuan, the Company’s CEO and Mr. Liu Guangyuan, Jinke’s former owner. For her role in this, Ms.
Chen received 1,000,000 shares of the Company’s common stock subsequent to the closing of the acquisition. Other than the
foregoing, no third party played a material role in arranging or facilitating the acquisition.
The
Company and Jinke had previously entered into a certain cooperation agreement
on
June 30, 2014. The Cooperation Agreement was superseded and replaced by the Share Exchange Agreement by and between the Company
and Jinke, dated as of January 28, 2015. The parties decided to change from an asset purchase to a share purchase primarily due
to the difficulty in ascertaining Jinke’s assets to be acquired based on the percentages as set forth in the previous cooperation
agreement. In connection with the Share Exchange, the cooperation agreement dated June 30, 2014 into which Jinke and the Company
previously entered, and which was first disclosed on the Company’s current report on Form 8-K filed August 8, 2014, was
terminated and superseded in its entirety by the Share Exchange Agreement.
Pursuant
to the Share Exchange Agreement, the Company agreed to issue an aggregate of 20,000,000 shares of its common stock, $0.001 par
value per share (the “Common
Stock”) to the Jinke
Shareholder in exchange for 51% of the issued and outstanding securities of Jinke. Of the 20,000,000 shares to be issued by the
Company, 16,000,000 were issued on October 6, 2014 and delivered to the Jinke Shareholder and his designee prior to closing and
4,000,000 were to be issued and delivered at closing. The Share Exchange closed on January 28, 2015.
In connection with the Share Exchange,
Mr. Guangyuan Liu was appointed a director of the Company, and Ms. Yankuan Li was appointed a director of Jinke. Immediately following
the Share Exchange, Mr. Liu beneficially owned 10.87% of the issued and outstanding common stock of the Company, which included
shares held by Mr. Liu’s son, Jiexun Liu.
Incorporation of Strategic Services
Group Limited
On November 8, 2016, Strategic Services
Group Limited (“SSGL”) was incorporated in the British Virgin Islands and became a wholly owned subsidiary of the Company.
SSGL is an investment holding company with no business operation since its incorporation.
Rescission Agreement with Jinke
On
November 15, 2016, the Company, Jinke and Guangyuan Liu entered into a certain Mutual Rescission Agreement (the “Rescission
Agreement
”), whereby the parties agreed to rescind
the Jinke Exchange Agreement and unwind the Jinke Reverse Merger as if they never occurred, for a consideration of 10,000,000 restricted
shares (the “Rescission Shares”) of the Company’s common stock to be issued to Guangyuan Liu upon closing of
the transactions contemplated in the Rescission Agreement.
Share Exchange with Liaoning Kuncheng
Education Investment Co. Ltd.
On November 15, 2016, the Company, Liaoning
Kuncheng Education Investment Co. Ltd., a company organized under the laws of the People’s Republic of China (the “Kuncheng”),
and Kunyuan Yang, the sole shareholder of Kuncheng (the “Kuncheng Shareholder”), entered into a certain share exchange
agreement (the “Kuncheng Exchange Agreement”) pursuant to which the Company agreed to purchase 51% of the equity ownership
in Kuncheng, with the purchase price as an aggregate of 30 million shares of Common Stock issued to the Kuncheng Shareholder (the
“Kuncheng Share Exchange”). The Kuncheng Share Exchange is subject to the closing conditions as set forth in the Kuncheng
Exchange Agreement, filed as an exhibit and incorporated by reference to the Form 8-K/A filed on November 15, 2016.
The
corporate structure of the Company subsequent to the execution of the Rescission Agreement and as the
date
hereof is illustrated as follows:
The
address of our principal executive offices and corporate offices is Liwan District, No.145 Enzhou Big Lane, B2 Fuli Square, 8th
Zhongshan Road, Unit 505, 5/F, Guangzhou, Guangdong, China. Our telephone number is 00852-6873-3117.
BUSINESS
After
the execution of the Rescission Agreement, we became a shell company with no operations. Additionally, there was no
operation at the Company’s wholly-owned subsidiaries, Strategic Services Group Limited.
Strategy
We
are an investment holding company with no operations, but we are actively exploring opportunities to acquire business in both
China and the rest of the world.
Employees
As of March 24, 2017, we have one full-time employee
and one part-time employee.
Item
1A. Risk Factors.
Not
applicable because we are a smaller reporting company.
Item
1B. Unresolved Staff Comments.
Not
applicable because we are a smaller reporting company.
Item
2. Properties.
Our corporate office is located at Liwan District, No.145 Enzhou Big Lane, B2 Fuli Square, 8th Zhongshan
Road, Unit 505, 5/F, Guangzhou, Guangdong, China. This office is free of charge as provided by Ms. Yankuan Li, our President and
Chief Executive Officer.
We believe that our current facilities are adequate and
suitable for our operations.
Item
3. Legal Proceedings.
We
have not been involved in any material legal proceedings, other than the ordinary litigation incidental to our business; except
for the following:
Dong Liu, the former Chairman of the Board of Directors of the Company, individually and on behalf of
the Company, commenced the action on October 9, 2014 against Yankuan Li, the Company’s President, Chief Executive Officer
and director, Jiewen Li, Yuan Zhao, a director of the Company, and Jane Yu, the Company’s Chief Financial Officer and Secretary,
asserting claims sounding in fraud, civil conspiracy to commit fraud, breach of fiduciary duty and unjust enrichment. Dong Liu
never served the complaint on the individual defendants. Instead, he moved by order to show cause on November 3, 2014, for
a temporary restraining order and preliminary injunction to enjoin the Company from proceeding with a merger with Jinke, granting
Dong Liu unfettered access to the Company’s books and records and permitting him to serve the individual defendants by a
method other than those permitted by the New York State Civil Practice and Laws or the Hague Convention on Service Abroad of Judicial
and Extrajudicial Documents in Civil and Commercial Matters. On November 6, 2014, the New York Supreme Court denied the
temporary restraining order and set up a briefing schedule to determine the preliminary injunction. On February 18, 2015,
the court issued a decision denying Dong Liu’s motion for a preliminary injunction and granting the defendants’ motion
by dismissing the complaint without prejudice. Since that time, Dong Liu, the plaintiff has made no effort to re-plead the case
or challenge the ruling. Under New York court rules, Dong Liu, the plaintiff’s time to re-argue the motion or serve notice
to appeal has expired.
Other
than as disclosed above, there are no proceedings in which any of our directors, officers or any of their respective affiliates,
or any beneficial stockholder of more than five percent of our voting securities, is an adverse party or has a material interest
adverse to our interest.
Item
4. Mine Safety Disclosures.
Not
applicable.
PART
II
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market
Information
Our
common stock trades on the OTC Pink Markets under the symbol "CNCT". The OTC Pink is a quotation service that
displays real-time quotes, last-sale prices, and volume information in over-the-counter ("OTC") equity securities.
An OTC equity security generally is any equity that is not listed or traded on a national securities exchange.
Price
Range of Common Stock
The
following table shows, for the periods indicated, the high and low bid prices per share of our common stock as reported
by the OTC Pink quotation service. These bid prices represent prices quoted by broker-dealers on the OTC Pink quotation
service. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not represent
actual transactions.
|
|
|
High
|
|
|
Low
|
|
|
Fiscal Year 2015
|
|
|
|
|
|
|
|
First quarter ended March 31, 2015
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
|
Second quarter ended June 30, 2015
|
|
$
|
0.03
|
|
|
$
|
0.01
|
|
|
Third quarter ended September 30, 2015
|
|
$
|
0.03
|
|
|
$
|
0.01
|
|
|
Fourth quarter ended December 31, 2015
|
|
$
|
0.03
|
|
|
$
|
0.01
|
|
|
Fiscal Year 2016
|
|
|
|
|
|
|
|
|
|
First quarter ended March 31, 2016
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
Second quarter ended June 30, 2016
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
Third quarter ended September 30, 2016
|
|
$
|
0.00
|
|
|
$
|
0.00
|
|
|
Fourth quarter ended December 31, 2016
|
|
$
|
0.01
|
|
|
$
|
0.01
|
|
Approximate
Number of Equity Security Holders
As
of March 20, 2017, there were approximately 98 stockholders of record.
Dividends
Holders
of our common stock are entitled to receive dividends if, as and when declared by the Board of Directors out of funds legally
available therefore. We have never declared or paid any dividends on our common stock. We intend to retain any future earnings
for use in the operation and expansion of our business. Consequently, we do not anticipate paying any cash dividends on our common
stock to our stockholders for the foreseeable future.
Securities
Authorized for Issuance under Equity Compensation Plans
We
do not have in effect any compensation plans under which our equity securities are authorized for issuance.
Recent
sales of unregistered securities
The
Company's common stocks issued in 2016 and 2015 are summarized as follows
|
|
|
|
|
|
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Per
|
|
|
|
|
Name of Shareholder
|
|
Date
|
|
|
Shares
|
|
|
Share
|
|
|
Reason for Issuance
|
|
Kunyuan Yang
|
|
|
December 30, 2016
|
|
|
|
10,000,000
|
|
|
|
|
|
|
Share Exchange
|
|
Wei Yuan
|
|
|
December 30, 2016
|
|
|
|
2,500,000
|
|
|
|
|
|
|
Salary compensation
|
|
Jianhang Li
|
|
|
December 30, 2016
|
|
|
|
1,000,000
|
|
|
|
|
|
|
Salary compensation
|
|
Jiewei Li
|
|
|
December 30, 2016
|
|
|
|
2,220,000
|
|
|
|
|
|
|
Salary compensation
|
|
Zefeng Sun
|
|
|
December 30, 2016
|
|
|
|
1,500,000
|
|
|
|
|
|
|
Bonus compensation
|
|
Wei Wang
|
|
|
December 30,2016
|
|
|
|
2,500,000
|
|
|
|
|
|
|
Commission
|
|
Francis San Chuan Wee
|
|
|
December 30, 2016
|
|
|
|
2,500,000
|
|
|
|
|
|
|
Salary compensation
|
|
Wanping Ye
|
|
|
December 30,2016
|
|
|
|
1,000,000
|
|
|
|
|
|
|
Salary compensation
|
|
Di Sun
|
|
|
February 03, 2017
|
|
|
|
500,000
|
|
|
|
|
|
|
Bonus compensation
|
|
Shaojuan Yang
|
|
|
February 03, 2017
|
|
|
|
500,000
|
|
|
|
|
|
|
Bonus compensation
|
|
Jiaoyang Zhao
|
|
|
February 03, 2017
|
|
|
|
490,000
|
|
|
|
|
|
|
Bonus compensation
|
|
Sicheng Wang
|
|
|
February 08, 2017
|
|
|
|
50,000
|
|
|
|
|
|
|
Bonus compensation
|
|
Wenying Li
|
|
|
February 08,2017
|
|
|
|
1,000,000
|
|
|
|
|
|
|
Bonus compensation
|
|
Hong Wang
|
|
|
February 08,2017
|
|
|
|
315,000
|
|
|
|
|
|
|
Bonus compensation
|
|
Xuanming Tao
|
|
|
February 08, 2017
|
|
|
|
95,000
|
|
|
|
|
|
|
Bonus compensation
|
|
Total
|
|
|
|
|
|
|
26,150,000
|
|
|
|
|
|
|
|
Recent purchase of unregistered securities
Except as otherwise disclosed in this report, there has
no recent purchase of unregistered securities by us.
Item
6. Selected Financial Data.
Not
applicable because we are a smaller reporting company.
Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of
the results of operations and financial condition of the Company for the years December 31, 2016 and 2015 shall be read in conjunction
with its financial statements and notes. Our discussion includes forward-looking statements based upon current expectations that
involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results of the timing of events
could differ materially from those projected in these forward-looking statements as a result of a number of factors, including
those set forth under Special Note Regarding Forward-Looking Statements and Business sections in our Form 10-K for the year ended
December 31, 2016 and 2015.
Company
Overview
The
Company is currently an investment holding company with no business operation.
Sale
of the Company’s Wholly-Owned Subsidiaries Global Telecom Holdings Limited and China Teletech Limited
On
January 1, 2015, the Company entered into the share exchange agreement with a third-party, pursuant to which the Company transferred
100% equity interest in both China Teletech Co., Ltd. and Global Telecom Co., Ltd. to an unrelated third-party, for a cash consideration
of $2,000.
Share
Exchange with Jinke
On
January 28, 2015, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Shenzhen
Jinke Energy Development Co., Ltd., a company organized under the laws of the People’s Republic of China (“Jinke”),
and Guangyuan Liu, the holder of 97% of the equity interest of Jinke (the “Jinke Shareholder”), pursuant to which
China Teletech acquired 51% of the issued and outstanding equity securities of Jinke (the “Share Exchange”). Both
the Company and Jinke believed that the acquisition transaction is in the best interest of their respective shareholders. The
Company believed that the acquisition would enhance the value of the Company through the acquisition of a majority equity interest
in Jinke’s viable business, and Jinke believes that such transaction will afford Jinke access to the U.S. capital market
and other possible financial resources. Prior to the execution of the Cooperation Agreement, no material relationship between
the company and its affiliates, on the one hand, and Shenzhen Jinke Energy Development Co. Ltd and their affiliates, on the other,.
Jinke was introduced to the Company by Ms. Chen Xiaoqiao, a PRC resident, who is a mutual business contact of Ms. Li Yankuan,
the Company’s CEO and Mr. Liu Guangyuan, Jinke’s former owner. For her role in this, Ms. Chen received 1,000,000 shares
of the Company’s common stock subsequent to the closing of the acquisition. Other than the foregoing, no third party played
a material role in arranging or facilitating the acquisition.
The
Company and Jinke had previously entered into a certain Cooperation Agreement on June 30, 2014. The Cooperation Agreement was
superseded and replaced by the Share Exchange Agreement by and between the Company and Jinke, dated as of January 28, 2015. The
parties decided to change from an asset purchase to a share purchase primarily due to the difficulty in ascertaining Jinke’s
assets to be acquired based on the percentages as set forth in the previous Cooperation Agreement. In connection with the Share
Exchange, the cooperation agreement dated June 30, 2014 into which Jinke and the Company previously entered, and which was first
disclosed on the Company’s current report on Form 8-K filed August 8, 2014, was terminated and superseded in its entirety
by the Share Exchange Agreement.
Pursuant to the Share Exchange Agreement, the Company agreed to issue an aggregate of 20,000,000 shares of its Common Stock, to
the Jinke Shareholder in exchange for 51% of the issued and outstanding securities of Jinke. Of the 20,000,000 shares to be issued
by the Company, 16,000,000 were issued on October 6, 2014 and delivered to the Jinke Shareholder and his designee prior to closing
and 4,000,000 were to be issued and delivered at closing. The Share Exchange closed on January 28, 2015.
In
connection with the Share Exchange, Mr. Guangyuan Liu was appointed a director of the Company, and Ms. Yankuan Li was appointed
a director of Jinke. Immediately following the Share Exchange, Mr. Liu beneficially owns 10.87% of the issued and outstanding
common stock of the Company, which includes shares held by Mr. Liu’s son, Liu Jiexun.
Incorporation
of Strategic Services Group Limited
On
November 8, 2016, Strategic Services Group Limited (“SSGL”) was incorporated in the British Virgin Islands and became
a wholly owned subsidiary of the Company. SSGL is an investment holding company with no business operation since its incorporation.
Rescission
Agreement with Jinke
On November 15, 2016, the Company, Jinke and the Jinke Shareholder entered into a certain Mutual
Rescission Agreement (the “Rescission Agreement”), whereby the parties agreed to rescind the Jinke Exchange Agreement
and unwind the Jinke Reverse Merger as if they never occurred, for a consideration of 10,000,000 newly issued restricted shares
(the “Rescission Shares”) of the Company’s common stock to be issued to the Jinke Shareholder upon closing of
the transactions contemplated in the Rescission Agreement.
Share Exchange with Kuncheng
On November 15, 2016, the Company,
Kuncheng, and Kuncheng Shareholder, entered into the Kuncheng Exchange Agreement pursuant to which the Company agreed to purchase
51% of the equity ownership in Kuncheng, with the purchase price as an aggregate of 30 million shares of Common Stock issued to
the Kuncheng Shareholder.
Going
Concern
The
annual 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, 2016, the Company has an accumulated
loss of
approximately $7.6 million due to the fact that the Company incurred losses over
the past several years. These losses have affected our ability to pay PRC government tax and outstanding loans. Currently, no VAT,
surcharges and corporate income tax payment is in arrears.
The balance of related party loans as of December
31, 2016 and 2015 was approximately $0.4 million and $0.4 million
,
respectively, which accounted for approximately 206.6% and approximately 201.3% of total assets as of December 31, 2016 and 2015
respectively, since the Company has significantly relied on related party loans to meet its liquidity and capital resource requirements.
Results of
Operations
Results
of Operation for the year ended December 31, 2016 compared with the year ended December 31, 2015
Total Revenue
The revenue was
nil for the year ended December 31, 2016, as compared to nil during the year ended December 31, 2015, since we were an investment
holding company without business activities.
Expenses
Our general and administrative expenses ("G&A
Expenses") were $52,588
for
the year ended December 31, 2016, mainly for attorneys and accounting service expenses, as compared to $66,020 for the year ended
December 31, 2015, representing a decrease of $13,432, or 20.3%.
The
decrease in G&A Expenses was mainly due to the lack of business operations during the year ended December 31, 2016 and
the decrease in the attorneys’ fee.
Net Income
We recorded a net loss of $52,588 during the year
ended December 31, 2016 as compared to net loss of $78,418 during the year ended December 31, 2015.
The
decrease of net loss was mainly due to the decrease of G&A Expenses and the decrease of loss on disposal of subsidiaries
during
the year ended December 31,
2015.
Liquidity
and Capital Resources
As of
December 31, 2016 and December 31, 2015, our capital deficiency amount to $267,152 and $214,564, respectively. The increase of
capital deficiency is due to the increase of accrued liabilities and other payable
s
.
Our current liabilities primarily consist of amounts due to related parties and accrued liabilities and other payables. Our current
assets primarily consist of prepaid expenses.
We believe
that, because of our financial condition, our historical losses over the past several year and negative cash flow from operations,
our low stock price and the absence of SEC disclosure relating to us since January 1, 2015 make it difficult for us to raise funds
in the debt or equity markets.
The continuation of the Company as a going concern and to have working capital that is sufficient
to support our operation for the next 12 months is dependent upon improving the profitability and the continuing financial support
from its stockholders or other capital sources. Management believes that the continuing financial support from the existing shareholders
or external debt financing will provide the additional cash to meet the Company’s obligations as they become due.
Cash provided
by operating activities was $nil during the year ended December 31, 2016, as compared to cash provided by operating activities
of $28,294 for the year ended December 31, 2015. Cash provided by operating activities for the year ended December 31, 2016 resulted
from net loss attributable to the Company of $52,588, which was mitigated by increase in current liabilities and other payable
of $42,000 and increase in
amount due to related parties of
$10,588.
Cash provided
by operating activities for the year ended December 31, 2015 resulted from net loss attributable to the Company $78,418, as adjusted
by loss on disposal of subsidiaries of $ 12,398 and was mitigated by increase in accrued liabilities and other payables $2,000
and increase in amount due to related parties $92,314.
Cash provided
by investing activities was nil for the year ended December 31, 2016 as compared to cash flows used in investing activities was
$9,704 for the year ended December 31, 2015. Cash used in investing activities in the year 2015 resulted from net cash outflow
from disposal of subsidiaries.
Critical
Accounting Policies
Our significant
accounting policies are summarized in Notes 2 of our financial statements included in this annual report on Form 10-K for the year
ended December 31, 2016. Our financial statements and related public financial information are based on the application of accounting
principles generally accepted in the United States ("GAAP"). GAAP requires the use of estimates; assumptions, judgments
and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts
reported. These estimates can also affect supplemental information contained in our external disclosures including information
regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere
to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions
that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different
assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
Recent Accounting Pronouncements
Please refer to Note 2(v) to Consolidated
Financial Statements for the years ended December 31, 2016 and 2015.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet
arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as "special
purpose entities" (SPEs).
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable because we are a smaller reporting company.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure.
Item 9A. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 ("Exchange Act"), the Company carried out an evaluation,
with the participation of the Company's management, including the Company's Chief Executive Officer ("CEO") and Chief
Financial Officer ("CFO") (the Company's principal financial and accounting officer), of the effectiveness of the Company's
disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered
by this report. Based upon that evaluation, the Company's CEO and CFO concluded that the Company's disclosure controls and procedures
are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits
under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and
forms, and that such information is accumulated and communicated to the Company's management, including the Company's CEO and CFO,
as appropriate, to allow timely decisions regarding required disclosure.
Management's
Annual Report on Internal Control over Financial Reporting.
The
management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for
the Company. Our internal control system was designed to, in general, provide reasonable assurance to the Company's
management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our
management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2016. The
framework used by management in making that assessment was the criteria set forth in the document entitled " Internal Control
- Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission. Although our CFO is
a part-time employee, and we do not have audit committee, our CFO has appropriate knowledge and experience. Our management have
evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e) as of December 31, 2016, and based on this evaluation, our management concluded the Company's
disclosure controls and procedures were effective to ensure that material information is recorded, processed, summarized and reported
by management of the Company on a timely basis in order to comply with the Company's disclosure obligations under the Exchange
Act and the rules and regulations promulgated thereunder.
This
annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report
in this annual report.
Changes
in Internal Control over Financial Reporting
No
change in our system of internal control over financial reporting occurred during the period covered by this report and the fourth
quarter of the fiscal year ended December 31, 2016 that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.
Item 9B. Other Information.
Issuance of Securities
Incorporate by reference the details in Item 5, Recent sales of unregistered
securities.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Our executive officers and directors and their ages of the date of this
report are as follows:
|
Name
|
|
Age
|
|
Position
|
|
Position Since
|
|
|
|
|
|
|
|
|
|
Yankuan Li
|
|
57
|
|
President, Chief Executive Officer and Director
|
|
January 2007
|
|
Yuan Zhao
|
|
35
|
|
Director
|
|
March 2012
|
|
Jane Yu
|
|
44
|
|
Chief Financial Officer and Secretary
|
|
March 2013
|
Yankuan Li
was appointed as our President,
Chief Executive Officer and Director since January 2007. She was appointed as our chief financial officer on April 15, 2010 and
then subsequently resigned on March 30, 2012. She
has been the Chairman of GGT since 2005. From 2004-2005,
she was the General Manager of Guangzhou YueShen TaiYang Technology Ltd., a subsidiary of Pacificnet Inc. (Nasdaq: PACT). From
2003-2004, she was Managing Director of the phone card division of Guangzhou Trading Center of Renwoxing, responsible for phone
cards. From 2000-2003, she was Department Manager of the Industrial and Commercial Bank of China Guangzhou Branch. Ms. Li holds
a bachelor degree in Business Management of Beijing United University in 1998.
Yuan Zhao
was appointed as our Director
on March 30, 2012. Mr. Zhao was the Director of Guangzhou Rongxin Science and Technology Limited, a company mainly engaged in distribution
of rechargeable phone cards and prepaid subway tickets in Guangzhou City, China since 2010. Previously, Mr. Zhao studied
BBA in Singapore. He was a business consultant for a Singapore investment company, Huantong Singapore Co. Ltd.
Jane Yu
, a/k/a Qing Yu, was appointed our Chief
Financial Officer and Secretary as of March 5, 2013. She has been a manager in the auditing department of Shanghai KRC Business
Consulting Co., Ltd. and Shanghai KRC Certified Public Accountant Co., Ltd. since December 2007. From December 2004 to November
2007, Ms. Yu worked as the Project Manager at Wanlong Certified Public Accountants Co., Ltd. From October 1999 to October 2004,
Ms. Yu was an accountant at Rheinland (Shanghai) Co., Ltd. Prior to 1999, Ms. Yu worked for Bartech Data Information Co., Ltd,
CITIC Bank and Hong Kong Dao Heng Bank Group Ltd. as an executive assistant, bank teller, and accountant, respectively. Ms. Yu
is a Certified Public Accountant and is familiar with U.S. GAAP, IFRS, and PRC GAAP.
Committees and Meetings
We do not have a standing audit committee of the Board
of Directors. We do not have a financial expert serving on the Board of Directors or employed as an officer based on management's
belief that the cost of obtaining the services of a person who meets the criteria for a financial expert under Item 407(d) of Regulation
S-K is beyond its limited financial resources and the financial skills of such an expert are simply not required or necessary for
us to maintain effective internal controls and procedures for financial reporting in light of the limited scope and simplicity
of accounting issues raised in its financial statements at this stage of its development.
Family Relationships
Mr. Yuan Zhao is the son-in-law of Ms. Yankuan Li,
our president and chief executive officer.
Involvement in Certain Legal Proceedings
To the best of our knowledge, none of our directors or executive officers
has, during the past ten years:
|
●
|
been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
|
|
|
|
●
|
had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;
|
|
●
|
been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;
|
|
|
|
|
●
|
been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;
|
|
|
|
|
●
|
been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
|
|
|
|
|
●
|
been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
|
Dong Liu, the former Chairman of the Board of
Directors of the Company, individually and on behalf of the Company, commenced the action on October 9, 2014 against Yankuan Li,
the Company’s President, Chief Executive Officer and director, Jiewen Li, Yuan Zhao, a director of the Company, and Jane
Yu, the Company’s Chief Financial Officer and Secretary, asserting claims sounding in fraud, civil conspiracy to commit
fraud, breach of fiduciary duty and unjust enrichment. Dong Liu never served the complaint on the individual defendants.
Instead, he moved by order to show cause on November 3, 2014, for a temporary restraining order and preliminary injunction to
enjoin the Company from proceeding with a merger with Jinke, granting Dong Liu unfettered access to the Company’s books
and records and permitting him to serve the individual defendants by a method other than those permitted by the New York State
Civil Practice and Laws or the Hague Convention on Service Abroad of Judicial and Extrajudicial Documents in Civil and Commercial
Matters. On November 6, 2014, the New York Supreme Court denied the temporary restraining order and set up a briefing schedule
to determine the preliminary injunction. On February 18, 2015, the court issued a decision denying Dong Liu’s motion
for a preliminary injunction and granting the defendants’ motion by dismissing the complaint without prejudice. Since that
time, Dong Liu, the plaintiff has made no effort to re-plead the case or challenge the ruling. Under New York court rules, Dong
Liu, the plaintiff’s time to re-argue the motion or serve notice to appeal has expired.
Other than as disclosed above, the Company is not
aware of any legal proceedings in which any director, nominee, officer or affiliate of the Company, any owner of record or beneficially
of more than five percent of any class of voting securities of the Company, or any associate of any such director, nominee, officer,
affiliate of the Company, or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest
adverse to the Company or any of its subsidiaries.
Term of Office
Our directors are appointed for a one-year term to
hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws.
Our officers are appointed by our board of directors and hold office until removed by the board.
Code of Ethics
We do not have a code of ethics that applies to our officers, employees
and directors.
Corporate Governance
The business and affairs of the company are managed
under the direction of our board. In addition to the contact information in this annual report, each stockholder will be given
specific information on how he/she can direct communications to the officers and directors of the corporation at our annual stockholders
meetings. All communications from stockholders are relayed to the members of the board of directors.
Role in Risk Oversight
Our board of directors is primarily responsible for
overseeing our risk management processes. The board of directors receives and reviews periodic reports from management, auditors,
legal counsel, and others, as considered appropriate regarding our company's assessment of risks. The board of directors focuses
on the most significant risks facing our company and our company's general risk management strategy, and also ensures that risks
undertaken by our company are consistent with the board's appetite for risk. While the board oversees our company's risk management,
management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective
approach for addressing the risks facing our company and that our board leadership structure supports this approach.
Section 16(a) Beneficial Ownership Reporting Compliance
The Company does not have a class of securities registered
under the Exchange Act and therefore its directors, executive officers, and any persons holding more than ten percent of the Company's
common stock are not required to comply with Section 16 of the Exchange Act.
Item 11. Executive Compensation.
The following executives of the Company received compensation
in the amounts set forth in the chart below for the fiscal years ended December 31, 2016 and 2015. No other item of compensation
was paid to any officer or director of the Company other than reimbursement of expenses.
Summary
Compensation
Table Name
and
Principal
Position
|
|
Year
|
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
Awards
($)
|
|
|
Option
Awards
($)
|
|
|
Non-Equity Incentive Plan Compensation ($)
|
|
|
Non-Qualified Deferred Compensation Earnings
($)
|
|
|
All Other Compensation ($)
|
|
|
Totals
($)
|
|
|
Yankuan Li CEO
|
|
|
2016
|
|
|
$
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0
|
|
|
and Director
|
|
|
2015
|
|
|
$
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jane Yu
CFO
|
|
|
2016
|
|
|
$
|
10,588
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
10,588
|
|
|
|
|
|
2015
|
|
|
$
|
6,556
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
6,556
|
|
Outstanding Equity Awards at Fiscal Year-End Table
There were no outstanding equity awards for the year ended December 31,
2016.
Compensation of Directors
The Company has not compensated any of its directors
for service on the Board of Directors. Management directors are not compensated for their service as directors; however they may
receive compensation for their services as employees of the Company. The compensation received by our management directors is shown
in the "Summary Compensation Table" above.
Employment Agreements
In connection with Ms. Jane Yu's appointment as Chief
Financial Officer and Secretary, we entered into an employment agreement (the "Agreement") with Ms. Yu to serve in those
positions for a period of one year, on a part-time basis. Ms. Yu's Agreement expires on September 30, 2018 and calls for a monthly
salary of RMB 6,000, or approximately $960. Additionally, the Company agreed to issue Ms. Yu 2,000,000 shares of the Company's
common stock after the Company finish the share exchange with Liaoning Kuncheng.
Item 12. Security Ownership of Certain
Beneficial Owners and Management
and Related Stockholder Matters.
The following table sets forth certain information
regarding the ownership of our capital stock, as of March 20, 2017, for: by (i) each person known by us to be the beneficial owner
of 5% or more of the outstanding common stock, (ii) each executive officer and director of the Company, and (iii) all of our executive
officers and directors as a group.
Beneficial ownership is determined in accordance with SEC rules and generally includes voting
or investment power with respect to securities. For purposes of this table, a person or group of persons is deemed to have “beneficial
ownership” of any shares of Common Stock that such person has the right to acquire within 60 days of March 20, 2017. For
purposes of computing the percentage of outstanding shares of our Common Stock held by each person or group of persons named below,
any shares that such person or persons has the right to acquire within 60 days of March 20, 2017 is deemed to be outstanding for
such person, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The
inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.
Unless otherwise indicated, the Company believes that
all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned
by them.
Unless otherwise specified, the address of each of
the persons set forth below is in care of the Company, Room 03/04, 16/F, Jinke Building, No.17-19, Guangwei Road, Guangzhou, China
510030.
|
Title
of Class
|
|
Name
and Address
|
|
Number
of
Common Shares
Beneficially
Owned
|
|
|
Percent
of
Class (1)
|
|
|
|
|
Directors
and Officers
|
|
|
|
|
|
|
|
Common
Stock
|
|
Yankuan
Li, Chief Executive Officer and Director
|
|
|
11,419,394
|
|
|
|
6.576
|
%
|
|
Common
Stock
|
|
Yuan
Zhao, Director
|
|
|
23,600,000
|
(2)
|
|
|
13.589
|
%
|
|
Common
Stock
|
|
Jane
Yu, Chief Financial Officer
|
|
|
2,000,000
|
|
|
|
1.152
|
%
|
|
Common
Stock
|
|
All
directors and executive officers as a group (3 persons)
|
|
|
37,019,394
|
|
|
|
21.317
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5%
Holders
|
|
|
|
|
|
|
|
|
|
Common
Stock
|
|
Liu
Dong
Flat R 10/F
Block D, Wylie Court
19 Wylie Path, Yaumatei
Kowloon
Hong Kong
|
|
|
12,500,000
|
|
|
|
7.198
|
%
|
|
Common
Stock
|
|
CEDE
& CO P.O. Box 20 Bowling Green Station New York, NY 10014
|
|
|
28,343,210
|
|
|
|
16,321
|
%
|
|
Common
Stock
|
|
PAMRIA
LLC
Pacific Asset Management
Two Union Square
601 Union Street
Sute #4200
Seattle, WA98101
|
|
|
10,000,000
|
|
|
|
5.758
|
%
|
|
Common
Stock
|
|
Guangyuan
Liu
|
|
|
16,000,000
|
(3)
|
|
|
9.21
|
%
|
|
Common
Stock
|
|
Yang
Kunyuan
|
|
|
10,000,000
|
(4)
|
|
|
5.758
|
%
|
|
*
|
less than 1%.
|
|
(1)
|
Based on 173,663,776 shares of common stock issued and outstanding as of March 20, 2017.
|
|
(2)
|
Includes 3,500,000 shares held by Mr. Zhao’s wife .
|
|
(3)
|
Includes
6,000,000 shares held by Mr. Liu’s son, Jiexun Liu, and 10,000,000 shares held by Mr. Liu. Mr. Liu is obligated
to send back 4,000,000 shares to the Company for cancellation pursuant to the Rescission Agreement, and is expected to do so upon closing of the Kuncheng Share Exchange.
|
|
(4)
|
Yang Kunyuan is subject to receiving an additional 20,000,000 shares pursuant to the Kuncheng Share Exchange Agreement, and upon closing of the Kuncheng Share Exchange.
|
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
The following table presents the balances the Company due to and from related
parties.
|
|
|
As
of 12/31/2016
|
|
|
As
of 12/31/2015
|
|
|
Due
from related parties
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Due
to related parties
|
|
|
(413,152
|
)
|
|
|
(402,564
|
)
|
|
Net
due from (due to)
|
|
|
(413,152
|
)
|
|
|
(402,564
|
)
|
Amounts owing to Ms. Yankuan Li, the Company’s CEO and director, by the Company are non-interest-bearing and payable on demand. The Company did not make any repayment of the loans due in the fiscal year ended December 31, 2016 and the fiscal year ended December 31, 2015,
Director Independence
We do not have any independent directors. Because our
common stock is not currently listed on a national securities exchange, we have used the definition of "independence"
of The NASDAQ Stock Market to make this determination.
We do not currently have a separately designated audit,
nominating or compensation committee.
Item 14. Principal Accounting Fees and
Services.
Audit Fees
For the two year ended December 31, 2016 and
2015, the audit fees were approximately $12,000 and $12,000 for the audit of our financial statements, respectively.
Audit Related Fees
For the two year ended December 31, 2016 and
2015, the audit related services fees were nil and nil, respectively.
Tax Fees
For the two year ended December 31, 2016 and 2015, there were no
fee for professional services rendered for tax compliance, tax advice, and tax planning.
All Other Fees
The Company did not incur any other fees related to services rendered by our principal accountant
for
the two year ended December 31, 2016 and 2015.
Effective May 6, 2003, the Securities and Exchange
Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related
service, the engagement be:
|
●
|
approved by our audit committee; or
|
|
|
|
|
●
|
entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.
|
We do not have an audit committee. Our entire
board of directors pre-approves all services provided by our independent auditors. The pre-approval process has just been implemented
in response to the new rules. Therefore, our board of directors does not have records of what percentage of
the above fees was pre- approved. However, all of the above services and fees were reviewed and approved by the entire
board of directors either before or after the respective services were rendered.
Notes
to Consolidated Financial Statements
As
of December 31, 2016 and 2015
|
1.
|
ORGANIZATION
AND PRINCIPAL ACTIVITIES
|
China
Teletech Holding, Inc. (the “Company”) formerly known as Avalon Development Enterprise, Inc. was incorporated in the
State of Florida, United States (an OTCBB Company) on March 29, 1999.
On
June 30, 2014, the Company entered into a cooperation agreement (the “Agreement”) with Shenzhen Jinke Energy Development
Co., Ltd. (“SJD”). Pursuant to the Agreement, the Company will purchase, in an aggregate, 51% of all the outstanding
capital of SJD in exchange for 20 million newly issued shares of the Company’s common stock. The Company filed Form 8-K
with the U.S Securities and Exchange Commission on August 8, 2014 detailing the transaction; the Agreement was filed as an exhibit
to the Form 8-K. As of December 31, 2014, 16 million shares of the 20 million shares have been issued, and 4 million shares are
pending issuance.
The
Company has accounted for the transaction with SJD as reverse takeover and recapitalization of the Company; accordingly, the legal
acquirer is the accounting acquiree and the legal acquirer is the accounting acquirer. As a result of this transaction, the Company
is deemed to be a continuation of the business of SJD. Accordingly, the financial data included in the accompanying consolidated
financial statements for all periods prior to June 30, 2014 is that of the accounting acquirer (SJD). The historical stockholders’
equity of the accounting acquirer prior to the share exchange has been retroactively restated as if the share exchange transaction
occurred as of the beginning of the first period presented.
On
November 15, 2016, the Company, SJD and Guangyuan Liu, the holder of 97% of the equity interest of SJD, entered into a certain
Mutual Rescission Agreement (the “Rescission Agreement”), whereby the parties agreed to rescind the Jinke Exchange
Agreement and unwind the Jinke Reverse Merger as if they never occurred, for a consideration of 10,000,000 newly issued restricted
shares (the “Rescission Shares”) of the Company’s common stock to be issued to the Guangyuan Liu, the holder
of 97% of the equity interest of SJD upon closing of the transactions contemplated in the Rescission Agreement. Upon closing of
the Rescission Agreement on November 15, 2016, the Guangyuan Liu, the holder of 97% of the equity interest of SJD, returned and
surrendered 20 million of the Company share and the Company returned and surrendered the 51% of the issued and outstanding securities
of SJD and issued the Rescission Shares to Guangyuan Liu, the holder of 97% of the equity interest of SJD. The Company filed Form
8-K with the U.S Securities and Exchange Commission on November 15, 2016 detailing the transaction; the Rescission Agreement was
filed as an exhibit to the Form 8-K.
The
difference between the beginning balance of 2014 and the ending balance of 2013 is due to the change of organization structure.
According to Rescission Agreement, whereby the parties agreed to rescind the Jinke Exchange Agreement and unwind the Jinke Reverse
Merger as if they never occurred, for a consideration of 10,000,000 newly issued restricted shares (the “Rescission Shares”)
of the Company’s common stock to be issued to the Guangyuan Liu, the holder of 97% of the equity interest of SJD upon closing
of the transactions contemplated in the Rescission Agreement.
China Teletech Holding, Inc.
Notes to Consolidated Financial Statements
As of December 31, 2016 and 2015
On
November 8, 2016, the Company registered a wholly-owned subsidiary, namely Strategic Service Group Limited, which was incorporated
in British Virgin Islands.
The
principal activity of the Company is investment holding company .
|
2.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
The
Company maintains its general ledger and journals with the accrual method of accounting for financial reporting purposes. The
financial statements and notes are representations of management. Accounting policies adopted by the Company conform to generally
accepted accounting principles in the United States of America and have been consistently applied in the presentation of financial
statements.
The
consolidated financial statements include the accounts of China Teletech Holdings, Inc. and a wholly owned subsidiary. The consolidated
financial statements were compiled in accordance with generally accepted accounting principles of the United States of America.
All significant inter-company accounts and transactions have been eliminated in consolidation.
The
company owned the following subsidiaries since the reserve-merger and soon thereafter.
As
of December 31, 2016, detailed identities of the consolidating subsidiaries are as follows:-
|
|
Name of Company
|
|
Place of Incorporation
|
|
|
Attributable Equity Interest %
|
|
|
Registered Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Strategic Services Group Limited
|
|
|
BVI
|
|
|
|
100
|
%
|
|
USD 100
|
|
|
(c)
|
Economic
and Political Risks
|
The
Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with
companies in North America and Western Europe. These include risks associated with, among others, the political, economic, legal
environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and
social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary
measures, currency conversion, restriction on international remittances, and rates and methods of taxation, among other things.
China
Teletech Holding, Inc.
Notes
to Consolidated Financial Statements
As
of December 31, 2016 and 2015
Our
discussion and analysis is based upon our consolidated financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States. In preparing financial statements in conformity with accounting principles
generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well
as the reported amounts of revenues and expenses during the reporting years. These accounts and estimates include, but are not
limited to, the estimation on useful lives of property, plant and equipment. Actual results could differ from those estimates.
|
|
(e)
|
Cash
and Cash Equivalents
|
The
Company considers all cash and other highly liquid investments with initial maturities of three months or less to be cash equivalents.
Accounts
receivable are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An allowance
for doubtful accounts is made when recovery of the full amount is doubtful.
Inventories
are stated at the lower of cost or market value. Cost is computed using the first-in, first-out method and includes all costs
of purchase and other costs incurred in bringing the inventories to their present location and condition. Market value is determined
by reference to the sales proceeds of items sold in the ordinary course of business or estimates based on prevailing market conditions.
The inventories are telecommunication products such as mobile phone, rechargeable phone cards, smart chips, and interactive voice
response cards.
|
|
(h)
|
Accounting
for Impairment of Long-Lived Assets
|
The
Company adopted FASB ASC Topic 360-10-05 “Impairment or Disposal of Long-Lived Assets”, which addresses financial
accounting and reporting for the impairment or disposal of long-lived assets. The Company periodically evaluates the carrying
value of long-lived assets to be held and used in accordance with ASC 360. ASC 360 requires impairment losses to be recorded on
long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be
generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount
by which the carrying amount exceeds the fair market value of the long-lived assets.
China
Teletech Holding, Inc.
Notes
to Consolidated Financial Statements
As
of December 31, 2016 and 2015
The
long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as
a result of technology or other industry changes. Recoverability of assets to be held and used is determined by comparing the
carrying amount of an asset to future net undiscounted cash flows to be generated by the assets.
If
such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount
of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount
or fair value less costs to sell. During the reporting periods, there was no impairment loss.
Revenue
is measured at the fair value of the consideration received and receivable. Provided it is probable that the economic benefits
will flow to the Company and the revenue and costs incurred or to be incurred, if applicable, can be measure reliably, revenue
is recognized in profit or loss.
The
Company’s cost of sales is comprised mainly of cost of goods sold.
Selling
expenses are comprised of salaries for the sales force, client entertainment, commissions, advertising, and travel and lodging
expenses.
|
|
(l)
|
General
& Administrative Expenses
|
General
and administrative expenses include executive compensation, general overhead such as the finance department and administrative
staff, depreciation, office rental and utilities.
The
Company expensed all advertising costs as incurred.
|
|
(n)
|
Foreign
Currency Translation
|
The
Company maintains its financial statements in the functional currency, which is the Renminbi (RMB). Monetary assets and liabilities
denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange
prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated
into the functional currency at the exchanges rates prevailing at the dates of the transaction. Exchange gains or losses arising
from foreign currency transactions are included in the determination of net income for the respective periods.
China
Teletech Holding, Inc.
Notes
to Consolidated Financial Statements
As
of December 31, 2016 and 2015
For
financial reporting purposes, the financial statements of the Company, which are prepared using the functional currency, have
been translated into United States dollars. Assets and liabilities are translated at the exchange rates at the balance sheet dates
and revenue and expenses are translated at the average exchange rates and stockholders’ equity is translated at historical
exchange rates. Translation adjustments are not included in determining net income but are included in foreign exchange adjustment
to other comprehensive income, a component of stockholders’ equity.
|
|
Exchange Rates
|
|
12/31/2016
|
|
|
12/31/2015
|
|
|
|
Year end RMB : US$ exchange rate
|
|
|
6.9448
|
|
|
|
6.4907
|
|
|
|
Average year RMB : US$ exchange rate
|
|
|
6.6435
|
|
|
|
6.2175
|
|
RMB
is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions.
No representation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in translation.
The
Company uses the accrual method of accounting to determine and report its taxable reduction of income taxes for the year in which
they are available. The Company has implemented FASB ASC Topic 740 “Income Taxes”. Income tax liabilities computed
according to the United States, People’s Republic of China (PRC), and British Virgin Islands (BVI) tax laws are provided
for the tax effects of transactions reported in the financial statements and consists of taxes currently due plus deferred taxes
related primarily to differences between the basis of fixed assets and intangible assets for financial and tax reporting. The
deferred tax assets and liabilities represent the future tax return consequences of those differences, which will be either taxable
or deductible when the assets and liabilities are recovered or settled. Deferred taxes also are recognized for operating losses
that are available to offset future income taxes. A valuation allowance is created to evaluate deferred tax assets if it is more
likely than not that these items will either expire before the Company is able to realize that tax benefit, or that future realization
is uncertain.
In
respect of the Company’s subsidiaries domiciled and operated in China, the taxation of these entities are summarized below:
|
|
Subsidiary
|
|
Country of Domicile
|
|
Income Tax Rate
|
|
|
|
Strategic Services Group Limited
|
|
British Virgin Islands
|
|
|
0.00
|
%
|
|
|
●
|
Effective January 1, 2008, PRC government implements
a new 25% tax rate for all enterprises regardless of whether domestic or foreign enterprise thereby eliminating any tax holiday
which is defined as “two-year exemption followed by three-year half exemption” hitherto enjoyed by tax payers. As a
result of the new tax law of a standard 25% tax rate, tax holidays terminated as of December 31, 2007. However, PRC government
has established a set of transition rules to allow enterprises already started tax holidays before January 1, 2008, to continue
enjoying the tax holidays until being fully utilized.
|
China
Teletech Holding, Inc.
Notes
to Consolidated Financial Statements
As
of December 31, 2016 and 2015
|
|
●
|
Since China Teletech Holding, Inc. is primarily a holding
company without any business activities in the United States. The Company does not have taxable income to be reported in the United
States income tax for the year ended December 31, 2016 and 2015.
|
Statutory
reserve refers to the amount appropriated from the net income in accordance with PRC laws or regulations, which can be used to
recover losses and increase capital, as approved, and, are to be used to expand production or operations. PRC laws prescribe that
an enterprise operating at a profit, must appropriate, on an annual basis, from its earnings, an amount to the statutory reserve
to be used for future company development. Such an appropriation is made until the reserve reaches a maximum equalling 50% of
the enterprise’s registered capital.
|
|
(r)
|
Fair Value of Financial Instruments
|
For
certain of the Company’s financial instruments, including cash and equivalents, accounts and other receivables, accounts
and other payables, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short
maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial
instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level
valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The
carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial
instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of
such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy
are defined as follows:
|
|
●
|
Level 1 inputs to the valuation methodology are quoted prices
for identical assets or liabilities in active markets.
|
|
|
|
|
|
|
●
|
Level 2 inputs to the valuation methodology include quoted prices
for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly
or indirectly, for substantially the full term of the financial instrument.
|
|
|
|
|
|
|
●
|
Level 3 inputs to the valuation methodology are unobservable
and significant to the fair value measurement.
|
China
Teletech Holding, Inc.
Notes
to Consolidated Financial Statements
As
of December 31, 2016 and 2015
The
Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities
from Equity,” and ASC 815.
As
of December 31, 2016 and 2015, the Company did not identify any assets and liabilities that were required to be presented on the
balance sheet at fair value.
|
|
(s)
|
Other Comprehensive Income (Loss)
|
The
Company’s functional currency is the Renminbi (“RMB”). For financial reporting purposes, RMB were translated
into United States Dollars (“USD” or “$”) as the reporting currency. Assets and liabilities are translated
at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange
prevailing during the reporting period. Translation adjustments arising from the use of different exchange rates from period to
period are included as a component of stockholders’ equity as “Accumulated other comprehensive income”.
Gains
and losses resulting from foreign currency transactions are included in income. There has been no significant fluctuation in exchange
rate for the conversion of RMB to USD after the balance sheet date.
The
Company uses FASB ASC Topic 220, “Reporting Comprehensive Income”. Comprehensive income is comprised of net income
and all changes to the statements of stockholders’ equity, except the changes in paid-in capital and distributions to stockholders
due to investments by stockholders. Comprehensive income for the years ended December 31, 2016 and 2015 included net income and
foreign currency translation adjustments.
Goodwill
represents the excess of the purchase price over the fair value of the net tangible and identifiable assets acquired in a business
combination. In accordance with FASB ASC Topic 350 “Intangibles and Other”, goodwill is no longer subject to amortization.
Rather, goodwill is subject to at least an annual assessment for impairment, applying a fair-value based test. Fair value is generally
determined using a discounted cash flow analysis.
FASB
ASC Topic 280, “Disclosures about Segments of an Enterprise and Related Information” requires use of the “management
approach” model for segment reporting. The management approach model is based on the way a company’s management organizes
segments within the company for making operating decisions and assessing performance. Reportable segments are based on products
and services, geography, legal structure, management structure, or any other manners in which management disaggregates a company.
China
Teletech Holding, Inc.
Notes
to Consolidated Financial Statements
As
of December 31, 2016 and 2015
|
|
(v)
|
Recent
Accounting Pronouncements
|
In
February 2015, the FASB issued ASU 2015-02 “Consolidation (Topic 810): Amendments to the Consolidation Analysis.” ASU
2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of
legal entities. It is effective for annual reporting periods, and interim periods within those years, beginning after December
15, 2015. Early adoption is permitted, including adoption in an interim period. We are currently in the process of evaluating
the impact of the adoption of ASU 2015-02 on our consolidated financial statements.
In
September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period
Adjustments. To simplify the accounting for adjustments made to provisional amounts recognized in a business combination, the
amendments eliminate the requirement to retrospectively account for those adjustments. For public business entities, the amendments
are effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. For all
other entities, the amendments in this update are effective for fiscal years beginning after December 15, 2016, and interim periods
within fiscal years beginning after December 15, 2017. The amendments should be applied prospectively to adjustments to provisional
amounts that occur after the effective date with earlier application permitted for financial statements that have not been issued.
We do not expect the adoption of ASU 2015-16 to have a material impact on our consolidated financial statements.
In
November 2015, the FASB issued ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes”.
To simplify the presentation of deferred income taxes, the amendments in this update require that deferred income tax liabilities
and assets be classified as noncurrent in a classified statement of financial position. The amendments in ASU 2015-17 are effective
for public business entities for financial statements issued for annual periods beginning after December 15, 2016, and interim
periods within those annual periods. The amendments may be applied prospectively to all deferred tax liabilities and assets or
retrospectively to all periods presented. We do not expect that the adoption will have a material impact on our consolidated financial
statements.
In
March 2016, the FASB issued ASU No. 2016-07, Simplifying the Transition to the Equity Method of Accounting, which eliminates the
requirement to apply the equity method of accounting retrospectively when a reporting entity obtains significant influence over
a previously held investment. The amendments in ASU 2016-07 are effective for public companies for fiscal years beginning after
December 15, 2016 including interim periods therein. Early adoption is permitted. The new standard should be applied prospectively
for investments that qualify for the equity method of accounting after the effective date. We do not expect that the adoption
will have a material impact on our consolidated financial statements.
China
Teletech Holding, Inc.
Notes
to Consolidated Financial Statements
As
of December 31, 2016 and 2015
In
March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which includes amendments
to accounting for income taxes at settlement, forfeitures, and net settlements to cover withholding taxes. The amendments in ASU
2016-09 are effective for public companies for fiscal years beginning after December 15, 2016, and interim periods within those
annual periods. Early adoption is permitted but requires all elements of the amendments to be adopted at once rather than individually.
We are evaluating the effect that ASU No. 2016-09 will have on our consolidated financial statements and related disclosures.
In
August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 clarifies
the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. This ASU is effective
for public business entities for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early
adoption is permitted. We are currently assessing the potential impact of ASU 2016-15 on our financial statements and related
disclosures.
In
October 2016, the FASB issued ASU No. 2016-16—Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory.
This ASU improves the accounting for the income tax consequences of intra-entity transfers of assets other than inventory. This
ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2017. Early adoption is
permitted. We do not anticipate that the adoption of this ASU to have a significant impact on our consolidated financial statements.
In
October 2016, the FASB issued ASU No. 2016-17, Consolidation (Topic 810): Interests Held through Related Parties That Are Under
Common Control. The amendments in this ASU change how a reporting entity that is the single decision maker of a variable interest
entity should treat indirect interests in the entity held through related parties that are under common control with the reporting
entity when determining whether it is the primary beneficiary of that variable interest entity. The ASU is effective for fiscal
years and interim periods within those years beginning after December 15, 2016. We do not expect the adoption of this ASU to have
a material impact on our consolidated financial statements.
In
November 2016, the FASB issued Accounting Standards Update 2016-18 (ASU 2016-18), Statement of Cash Flows: Restricted Cash. This
ASU provides guidance on the classification of restricted cash in the statement of cash flows. The amendments in this ASU are
effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted. The amendments in the
ASU should be adopted on a retrospective basis. We do not expect that adoption of this ASU to have a material effect on our consolidated
financial statements.
Other
accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption
until a future date are not expected to have a material impact on our consolidated financial statements upon adoption.
China
Teletech Holding, Inc.
Notes
to Consolidated Financial Statements
As
of December 31, 2016 and 2015
|
|
|
|
As of 12/31/2016
|
|
|
As of 12/31/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
Other receivables
|
|
|
800,000
|
|
|
|
800,000
|
|
|
|
Less: provision of impairment
|
|
|
(800,000
|
)
|
|
|
(800,000
|
)
|
|
|
|
|
$
|
-
|
|
|
$
|
-
|
|
The
Company issued 1,000,000 shares, 5,000,000 shares, 6,000,000 shares and 6,000,000 shares of common stock to Appinero LLC, Chunling
Au, IT Appraiser Corp. and Surf Financial Group LLC in March 2013 respectively for the cancellation and purchase of debt. Since
the Company has not received payment for these issuances, the Company recorded them as subscription receivables. The Company authorized
Mr. Hinman Au to collect on behalf of the Company the subscription proceeds and he entered into a Letter of Commitment with
the Company assuring the collection of such proceeds. In the third quarter of 2013, the Company determined that the subscription
receivable was impaired, and accordingly, has written off the amount from its accounts; however, should the Company deem further
action is necessary, the Company reserves the right to pursue Mr. Hinman Au in the future for the delinquent subscription proceeds.
The
payment date of stock subscription receivables cannot be determined as there is no payment received prior to the publication of
financial statements.
|
4.
|
DUE
TO RELATED PARTIES
|
|
|
|
|
As of 12/31/2016
|
|
|
As of 12/31/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
Ms. Li, Yankuan
|
|
|
413,152
|
|
|
|
402,564
|
|
|
|
|
|
$
|
413,152
|
|
|
$
|
402,564
|
|
Ms.
Yankuan Li, Chief Executive Officer and Director of the Company, made advances to the Company to help fund the Company’s
prior operations. These advances are unsecured and interest free. There is no due date for repayment.
China
Teletech Holding, Inc.
Notes
to Consolidated Financial Statements
As
of December 31, 2016 and 2015
|
|
|
|
2016
|
|
|
2015
|
|
|
|
Basic and diluted loss per share numerator
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(52,588
|
)
|
|
$
|
(78,418
|
)
|
|
|
Loss attributable to non-controlling interest
|
|
|
-
|
|
|
|
-
|
|
|
|
Loss attributable to common stockholders
|
|
$
|
(52,588
|
)
|
|
$
|
(78,418
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Original Shares:
|
|
|
147,513,776
|
|
|
|
147,513,776
|
|
|
|
Additions from Actual Events
|
|
|
|
|
|
|
|
|
|
|
- Issuance of shares
|
|
|
-
|
|
|
|
-
|
|
|
|
Basic weighted average shares outstanding
|
|
|
147,513,776
|
|
|
|
147,513,776
|
|
|
|
Loss Per Share
|
|
|
|
|
|
|
|
|
|
|
- Basic
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
- Diluted
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Shares Outstanding
|
|
|
|
|
|
|
|
|
|
|
- Basic
|
|
|
147,513,776
|
|
|
|
147,513,776
|
|
|
|
- Diluted
|
|
|
147,513,776
|
|
|
|
147,513,776
|
|
|
6.
|
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.
For
the year ended December 31, 2016, the Company reported a net loss of $52,588 and working capital deficit of $267,152. The
Company had an accumulated deficit of $7,630,025 as of December 31, 2016 due to the fact that the Company continued to incur
losses over the past several years.
The
continuation of the Company as a going concern is dependent upon improving the profitability and the continuing financial support
from its stockholders or other capital sources. Management believes that the continuing financial support from the existing shareholders
or external debt financing will provide the additional cash to meet the Company’s obligations as they become due.
These
consolidation 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 from the outcome of the Company’s
ability to continue as a going concern.
China
Teletech Holding, Inc.
Notes
to Consolidated Financial Statements
As
of December 31, 2016 and 2015
|
7.
|
DISPOSAL
OF SUBSIDIARIES
|
On
January 1, 2015, the Company entered into an agreement with an independent third party to dispose of its wholly-owned subsidiaries,
Global Telecom Holdings, Ltd. and China Teletech Limited.
The
Company sold its interests in Global Telecom Holdings, Ltd. and China Teletech Limited for an aggregate of $2,000 consideration.
The carrying amount of the net assets of Global Telecom Holdings, Ltd. and China Teletech Limited was $14,398 as of disposal date
and the Company recognized a loss of $ 12,398 on the disposal accordingly.
The
company has evaluated the period after the balance sheet date through the day that the financial statements were issued, and determined
that there were no subsequent events or transactions that required recognition or disclosure in the financial statements except
the following:
On
November 15, 2016, the Company, Liaoning Kuncheng Education Investment Co. Ltd., a company organized under the laws of the People’s
Republic of China (the “Kuncheng”), and Kunyuan Yang, the sole shareholder of Kuncheng (the “Kuncheng Shareholder”),
entered into a certain share exchange agreement (the “Kuncheng Exchange Agreement”) pursuant to which the Company
agreed to purchase 51% of the equity ownership in Kuncheng, with the purchase price as an aggregate of 30 million shares of Common
Stock issued to the Kuncheng Shareholder (the “Kuncheng Share Exchange”). The Company filed Form 8-K with the U.S
Securities and Exchange Commission on November 15, 2016 detailing the transaction; the Agreement was filed as an exhibit to the
Form 8-K. As of December 31, 2016, 20 million shares are pending issuance.
F-18