Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act. (Check one):
The aggregate market value of the registrant’s
voting and non-voting common stock held by non-affiliates of the registrant on May 31, 2016, the last business day of the registrant’s
most recently completed fiscal quarter, computed by reference to the last sale price of the registrant’s common stock as
reported by The NASDAQ Global Select Market on such date, was approximately $1,971,273. This computation assumes that all executive
officers, directors and persons known to the registrant to be the beneficial owners of more than ten percent of the registrant’s
common stock are affiliates of the registrant. Such assumption should not be deemed conclusive for any other purpose.
As of August 31, 2016, there were outstanding
7,661,805 shares of the issuer’s common stock, par value $0.001 per share and 905,000 shares of the issuer’s Class
“A” preferred stock, par value $0.001 per share and 2,535,000 shares of the issuer’s Class “B” preferred
stock, par value $0.001.
Part I
NOTE: When we use the term(s) “we,” “us,”
“our” and “the Company,” we mean ChineseInvestors.com, an Indiana corporation.
Item 1. Business.
1.a.) General Development of Business.
ChineseInvestors.com was incorporated on January 6, 1997 in the
State of Indiana under the corporate name “MAS Acquisition LII Corp.” Prior to June 12, 2000, the Company was a ‘blank
check’ company seeking a business combination with an unidentified business.
On June 12, 2000, we acquired 8,200,000 shares of common stock,
representing 100% of the outstanding shares of Chineseinvestors.com, Inc., which was incorporated in the State of California on
June 15, 1999. In connection with this acquisition, Aaron Tsai, our former sole officer and director, was replaced by Chineseinvestors.com,
Inc.’s officers and directors.
The stockholders of Chineseinvestors.com, Inc. were issued 8,200,000
shares of our common stock, or approximately 96% of our total outstanding common shares. After giving effect to the acquisition,
Chineseinvestors.com, Inc. became a wholly owned subsidiary and we changed our name to Chineseinvestors.com, Inc. Immediately prior
to the acquisition of Chineseinvestors.com, Inc., MAS Capital Inc. returned 8,200,000 shares of common stock for cancellation without
any consideration.
Chineseinvestors.com, Inc. was established as an ‘in language’
(Chinese) financial information web portal, offering various levels of information relative to the US Equity and Financial Markets,
as well as certain other specific financial markets (including China A Shares, FOREX, etc.). Over the years, various informational
components have been added and the general content improved as the Company continues to derive a material portion of its income
from various subscription services it offers to its customers. We offer subscription services to provide education about investing
and news and analysis on the stock market as well as news about particular stocks that we are following. Nevertheless, we do not
provide our subscribers with individualized investment advice and never have investment discretion over any subscribers’
or site visitors’ funds. As described below, providing investor relations services for other companies, especially those
requiring Mandarin language support, now account for our most significant revenue sources.
The registrant’s investor relations agreements typically obligate
the registrant to provide translations of the client’s releases into English from Mandarin or from English into Mandarin,
to feature advertisements about the client on the www.chinesefn.com website, and otherwise to assist the client in achieving its
goals, which may be increasing the client’s stock price, increasing awareness of the clients and its stock or helping the
client to move from pink sheets to an established public securities market. Not all of those goals are shared by every client.
Promotions geared to the Chinese American market is the underlying common thread, generally in the form of advertisements on the
chinesefn.com website. The registrant provides other services intended to increase awareness and knowledge of its clients’
businesses and stock within the Chinese American community.
The registrant generally receives a fee consisting
of cash and the client’s securities for its services. The securities clearly offer success incentives and align the interests
of the registrant and the client.
Chineseinvestors.COM, Inc. has been in continuous operation since
July 1999 using the web domains (uniform resource locators) of www.chineseinvestors.com and www.chinesefn.com.
We established a Representative Office business presence in leased
office space in Shanghai, China in late 2000 from which we fulfill most of our support types of service and also have a leased
office presence in Arcadia, California.
In 2010, the Company filed a Form 10 registration statement for
us to become a public reporting company under the Exchange Act of 1934 in order to facilitate the Company’s’ ability
to raise capital on the public market. In particular, we have retained the firm of B F Borgers CPA PC to be our independent auditor.
We selected Glendale Securities having offices in Sherman Oaks,
California as the market maker for our common stock, the price of which is quoted on the OTC:QB marketplace.
As of May 2016, the Company employed 26 (2015-38) persons in its
Shanghai Office in a variety of administrative and operational capacities. All but five (2015 - 7) are employed full time. The
Company also has eight full time employees and two contract officers employed in the US.
1.b.) Shareholder, Company, and Material Events Recap
In November 2009, the Company completed a private placement of stock
that started in December 2008. We raised a total of $1 million in that private placement. In addition, the Company initiated work
to compile the financial statements and data that would eventually be used in the generation of its audited financial statements.
In December 2009, the Company purchased a note held by Hollingsworth
LLC, a past majority shareholder for $112,500. The note was related to a purchase of Hollingsworth LLC’s interests in the
Company by Mr. L. J. Sabean (hereafter referred to as Sabean), a shareholder in October 2005 (as noted in our prior disclosures).
In January 2010, the Company repurchased 13,451,461 shares from
Sabean in consideration of a payment of $150,000, forgiveness of the note receivable owed by Sabean (via the Hollingsworth LLC
interests as purchased in October 2005), and through the issuance of 2,500,000 stock options. The Company then retired these shares
to treasury reducing the total number of shares outstanding accordingly.
In April 2010 and with Mr. Myers earlier resignation in March 2009,
the Board of Directors had been seeking a new independent member for the Board of Directors, as it anticipated filing a Form 10
registration statement in an effort to become a public reporting company later in the year. On April 30, 2010, James S. Toreson
was appointed to the Board of Directors. The Board of Directors felt that Mr. Toreson’s general corporate experience and
past service with the Company (Interim CEO from March 2002 through March 2003) qualified him as an excellent choice for its first
independent director. Mr. Toreson was originally nominated by Hollingsworth LLC as a condition of their participation and purchase
of stock as noted but Mr. Toreson has not been affiliated with the Hollingsworth or its principals since March 2003.
On June 26, 2010, the Company held an annual meeting of its shareholders
in Arcadia, California. Mr. Wang, Mr. Roper, and Mr. Toreson were elected to full terms as directors at the meeting.
The Company conducted a private placement of our shares of common
stock under a Regulation D offering in January 2012. The proceeds of the private placement have been applied to continuing our
growth. As of May 2012 we had raised $525,000 through the sale of 4,375,002 shares of common stock at $0.12 per share, adding 17
new shareholders resulting in a total of 352 shareholders of record. We did not use a broker-dealer to sell our shares in that
private placement.
In June 2011 the Company elected to increase the target amount raised
within the Regulation D private placement from $1 million to $1.5 million.
As of August 29, 2011 the Company had raised $1,069,000 through
the sale of 8,908,335 shares of its common stock to 27 accredited investors.
In August 2011, the Company repurchased 5,170,106 shares and retired
2,500,000 options belonging to Sabean in consideration of a payment of $250,000 that included certain repayment terms and conditions.
As of August 3, 2012 Sabean has no longer been a shareholder in the Company.
In December 2011, the Company entered into an agreement for services
with KrisWorld Development Limited of Hong Kong in support of their Binary Options business.
In March 2012, the Company completed an offering of its convertible
preferred stock raising $2,003,776 through the sale of 2,003,776 shares of its convertible preferred stock. The terms of the preferred
stock allow the holder to convert each share of preferred stock into 1.25 shares of common stock at any time after six months from
the date of issuance of February 29, 2012. The holders of shares of preferred stock are also entitled to receive cumulative dividends
in preference to any declaration or payment of any dividend at the rate of $.06 per share per annum when, and if declared by the
Board of Directors. In a related action, in March 2012, the Company retired the remaining balance of the note related to the repurchase
of shares as noted above with Sabean at a substantial discount as reflected in our financial statements.
In May 2012, the Company began to offer various corporate consulting
services as well as public company consulting for smaller private businesses considering various public options and as noted in
various news releases at that time.
In July 2012, the Company modified its services agreement with KrisWorld
Development Limited of Hong Kong in consideration of deploying a client service center related to supporting service offerings
with KrisWorld in Shanghai, China. This client service center accommodated up to 80 employees and began operations in early August
2012. This endeavor was ‘shuttered’ in November 2012 due to a lack of support (financial and management) from Krisworld
as they had primary operating responsibility for the management of this operation.
In March 2013, the Company noted the default of KrisWorld Development
Limited of Hong Kong in making payments due for services that the Company had performed. During this interim period (through the
filing of this annual report on Form 10-K), the Company has received complaints from, and expects to continue to receive comments
from, clients of Krisworld Limited of Hong Kong related to their binary options platform performance as well as an inability to
withdraw funds from their Krisworld accounts.
In April 2013, the Company entered into an agreement with Medicine
Man Production Company, a Colorado S Corporation, to develop and extensive intellectual property base that would reflect its past
as well as current experience as a Cannabis Cultivation and Dispensary Operator in Denver, Colorado for the express purpose of
deployment of such into manuals that could then be used to create a new business entity that could market such experience to those
wishing to enter into the Cannabis industry space in other states or countries.
In April 2014, the Company, in conjunction with Medicine Man Production
Corporation established a new corporate entity in Nevada (C Corporation), Medicine Man Technologies, Inc. for the express purpose
of marketing and promoting the new business as an advisor in the Cannabis industry space. In exchange for its support over the
past year plus, the Company received 2,800,000 shares of common stock of Medicine Man Technologies. Those shares had a value of
41¢ per share as of May 31, 2015, based on an appraisal that we obtained. This new enterprise is also expected to pursue a
public company strategy in the next year. Medicine Man Technologies itself is not engaged in the cultivation or marketing of marijuana.
However, its likely market is the independent grower in states that have just legalized the cultivation and sale of marijuana,
either for medical use or on an unrestricted basis. At this time only a few states have fully legalized marijuana cultivation and
sale and those activities remain illegal under federal law. If other states fail to legalize marijuana cultivation, sale and use,
Medicine Man Technologies’ potential market will be very limited and it will face competition from other similarly situated
advisory companies.
As of May 31, 2015 the Company had raised $1,885,000 through the
sale of 1,885,000 shares of its Class “B” preferred stock to accredited investors and a limited number of non-accredited
investors.
In the year end May 31, 2016 the Company raised an additional $650,000
through the sale of 650,000 shares of its Class “B” preferred stock to accredited investors and a limited number of
non-accredited investors.
1.c.) General Company Information.
Market and Market Prospects
A significant market focus of the Company is on the segment of the
Chinese population (both in the US and abroad) that does not have English language reading and or speaking skills but who wish
to participate in the various financial markets that typically do not offer real time Chinese language information from an investment
and or general information perspective. With the emergence of a Chinese middle class as well as those who have had wealth transferred
to them, there appears to be a continuing expansion of interest by the Chinese public in the general financial and securities marketplace
as a whole.
More recently the Company has begun to focus on the development
of various additional service initiatives including 1) offering consulting services, 2) establishing and operating a client service
center for one of its business partners, 3) offering various investor and public relation services, 4) reworking its content services
division to deliver a higher quality of information as well as building up its current client base, and 5) offering additional
services within its current business channel.
The Company
General Corporate Support Services
In June 2012 the Company initiated its first corporate support service
(hybrid IR) support effort for Nova Lifestyle, Inc. (Nova) a company whose shares of common stock are quoted on the OTCQB marketplace.
We have provided Nova’s global operations with interim general share and shareholder support via messaging and information
delivery to our Company’s subscribers. The initial period (beginning June 15, 2012) was so successful that Nova engaged the
Company for a twenty-four month services contract in exchange for 100,000 shares of Nova’s (Symbol “STVS”) common
stock.
We provide corporate awareness and general stock support though
our relationships with our subscribers. The Company provides a number of services for its corporate support clients. The Company
provides foreign companies practical advice on US capital markets, the US legal system, the US Securities markets among other practical
issues. In addition, the Company will send information about the client to our subscribers, with appropriate disclaimer of our
relationship with the support client. Our typical clients are generally corporations whose shares are listed on the OTC and other
public securities exchanges such as NASDAQ and NYSE. As of the date of this filing we have provided some level of investor relations
services to over 40 different companies, generating over $3,000,000 in stock related revenue in the annual period ending May 31,
2015.
In the fiscal year ending May 31, 2015, we experienced substantial
losses in value we reported in prior periods due to market volatility of the stock we have taken in compensation for our services.
All such stock is accepted as restricted and not liquidated at any point during which we actively provide support or advertising
services to a client. The majority of our corporate support services clients are not in a financial position to fully compensate
us for the value of our services in cash. By agreeing to part of our compensation in clients’ securities, we are effectively
investing their potential growth and their potential losses.
As an example, we currently hold 130,000 shares of an OTCQB listed
company earned in a prior period ending March 2014 when the stock was trading in the $3 plus range. Although the stock was restricted
as well as illiquid to our company at that time, we nonetheless had to account for a value in accordance with GAAP which required
us to record the compensation at that value even though we were restricted from disposition until March of 2015 by agreement. Our
services ended in early March 2015 at a time when the stock was only valued at $0.09 per share. The issuer had entered into a PIPE
agreement in October 2014 that had a disastrous impact on the issuer’s stock value not due to any fault of ourselves as a
service provider.
As another example, we currently hold 41,365 shares of another OTCQB
listed company earned in February 2014 when the stock was trading in the $3 plus range. Although the stock was restricted as well
as illiquid to our company at that time, we nonetheless had to account for a value in accordance with GAAP which required us to
record the compensation at that higher value even though we were restricted by agreement from disposition until late February 2015.
Our services ended in early January 2014 when the stock was only valued at $0.62 per share (after a 3.5:1 reverse split). The issuer
still has not been able to deliver us free trading shares for our services for various technical reasons as of the date of this
filing. As of June 1, 2015 that stock was trading at $0.33 per share, down (post reverse split) from the time we supported it by
over 95%.
Medicine Man Technologies Inc. Support Services
The Company is participating in the startup as well as initial operations
of Medicine Man Technologies in consideration of receiving 2,800,000 shares of common stock of the business. The Company was valued
at $0.41 per share on a private basis in the period ending May 31, 2015. Since being listed on the OTC marketplace under ticker
MCDL, as a fully reporting OTC:QB listed enterprise it has traded primarily in the $1.50 to $2.50 price range with limited trading.
At the last trading day before May 31, 2016 the closing price on the public markets was $1.80 with limited trading. The Company
has liquidated approximately 1.2 million shares of its position in the stock through private sales ranging from $.90 to $1.20 receiving
proceeds of approximately $1,250,000 with all proceeds being received in the fiscal year ended May 31, 2016.
SUBSCRIPTION SERVICES
ChineseInvestors.com, Inc. endeavors to be an innovative company,
specializing in providing real-time market commentary and analysis in the Chinese language. Our services are mainly offered to
Chinese speaking individuals that are resident here in the US and Canada, offering several types of subscription-based services
and serve various types of investors and traders as depicted in our Subscriber Services offerings shown herein. Market coverage
includes the general range of US financial markets, Chinese Shares, and the other global markets as we may elect to provide coverage
for.
The Company has worked toward establishing its web presence but
due to the lack of site use information in competitor companies and based upon our website access metrics, the Company must acknowledge
that while it has a substantial public audience potential, it is difficult to ascertain exactly where any specific leadership position
lies and therefore can make no definitive statement as to an overall position of our website and presence within our specific marketplace.
Recently (January 2015 Web Trends Report) the Company experienced over 89,000 unique visitors represented approximately 745,000
visitor sessions, noting the average site visit lasted just over 21 minutes.
With our screen layout and menu options, we display our research
tools in a manner designed for ease of use. The content and technology comprising our integrated information platform is also designed
to be adaptable so that as we develop new research tools and adopt new content and features, these new research tools, content
and features can be easily integrated with our existing platform.
Our service offerings permit users to subscribe to several of our
service packages and as of May 1, 2015 we had over 1,400 active paying subscribers and approximately 22,000 free subscribers. Our
registered users are Internet users who maintain a registered account with either www.chinesefn.com or www.chineseinvestors.com.
Our website presents analysis, commentary, and computer generated
quantitative analysis to provide our subscribers and users with a broad view of the world financial markets. We do not attempt
to convince our users to buy or sell any securities or to invest in any specific investments. We believe our subscribers and users
view us as an unbiased provider of financial information. A substantial portion of our revenue is derived from the annual and monthly
subscription fees charged for our service offerings. We receive subscription fees at the beginning of the subscribers’ subscription
periods noting that the related revenue is deferred over the specific subscription period(s).
It should be noted that ChineseInvestors.com is not a Registered
Investment Advisor or a Broker/Dealer. All website users acknowledge on the website that they understand that we provide information
and not investment advice. ChineseInvestors.com advises all readers and subscribers to seek advice from a registered professional
securities representative before deciding to trade in the securities of any companies featured by ChineseInvestors.com or anyone.
All statements and expressions are the opinion of the companies featured and are not meant to be a solicitation or recommendation
to buy, sell, or hold securities.
The accuracy or completeness of the information on our website is
only as reliable as the sources they were obtained from. All of our sources of information are public sources. ChineseInvestors.com,
its officers, directors, employees or any affiliated parties make no representation or warranty as to the accuracy of the information
provided. Users are advised that all information concerning the companies featured on our website should be verified independently
with the featured company. Factual statements are made as of the date stated and are subject to change without notice. On our website
we disclaim responsibility for any claims made by any company we feature.
Investments in all stocks are generally deemed to be highly speculative
and do involve substantial high risk, making it appropriate for readers to consult with professional investment advisors and to
make independent investigations before acting on information published by ChineseInvestors.com.
ChineseInvestors.com and our affiliates may increase or decrease
its ownership interest in any featured companies at any time before, during or after distribution of information. We may profit
in the event the shares of the company featured by us increase in value. These positions may be liquidated from time to time even
after we have made positive comments regarding the company. The receipt of this information constitutes your acceptance of these
terms and conditions.
To facilitate the offering of our services the Company has several
full time editorial staff members. Each staff member is a graduate of a college or university in China and is fluent in English.
These staff members monitor CNBC, Bloomberg and other sources of financial news for developments on the stocks being tracked. They
listen to conference calls conducted by the management of the tracked stocks, but do not ask questions. The staff members translate
the news, developments and their notes and provide that information to the subscribers. The stocks tracked are generally large
capitalization stocks traded on the NYSE or NASDAQ-NMS. Companies are selected based on industry and market segment. The Company
periodically selects and or drops the companies being tracked.
More recently the Company has begun to provide corporate support
to a variety of public companies in the form of an Investor Awareness service whereby the Company provides information about these
companies to our client base.
Our Subscription Services
A substantial portion of our revenue is derived from the annual
and monthly subscription fees charged for our service offerings. We receive subscription fees at the beginning of the subscribers’
subscription periods and defer recognition of these fees for revenue recognition purposes over the period over which the revenue
is earned. Membership Services include, but are not limited to, the following:
VIP Golden Membership Subscription Services
Our registered VIP Golden Members enjoy the following services;
1) timely and important information about US-listed companies; 2) real-time analysis and tracking of the US stock market quotations;
3) trend analysis of the overall market and individual sectors; and 4) access to a sample investment portfolio selected by the
Company for educational simulation relative to individual stock research as well as real-time trading demonstrations of various
trading techniques. We typically follow and provide analyses for large capitalization companies listed on the New York Stock Exchange
(NYSE) and the NASDAQ® National Market System (NASDAQ-NMS). This service also includes access to various other services including
our Market Hotspot Report (this report provides current as well as historical performance information on active issues as well
as sectors within the US Marketplace), Intraday Market Analysis (after close), Weekly Market Commentary, etc.
Our VIP service offers educational demonstrations through which
our editors illustrate basic rules and skills to our subscribers as a group on how to evaluate various investments through fundamental
and technical analysis. We do not provide this service to individual subscribers to help them make personal investment decisions.
This service is intended to teach subscribers how to use technical analyses to invest in and trade stocks.
In our VIP Golden Membership Subscription Services, subscribers
can input the market news, their own views, or other information, and share the results with other subscribers in an open forum
format. However, we do not offer a function that allows members to input specifics such as their current net worth, risk sensitivity,
investment objectives and time frame that would then generate investment suggestions.
At the time of publication, our editors may or may not hold the
securities that are identified for use as part of an example portfolio. This portfolio can change its holdings at any time and
the results of the analysis of the individual components of the portfolio are reflected in our updates. Under no circumstances
does the information in our services represent a recommendation to buy or sell stocks.
Education Materials (Video Training), Stock Investment
These training materials are offered in a CD/DVD format and include
1) fundamentals critical to a consistent investment strategy, 2) what to look for in creating a fundamental analysis, 3) how to
spot various trading opportunities, 4) how to find swing trading opportunities for individual stocks, and 5) what is position trading
and holding time analysis. In addition we also provide evaluations as well as analyze all the sample shareholdings and volatile
stocks in our sample portfolio. In this way we strive to help you understand why you may be making certain moves so that you can
learn various rationales and strategies, thus becoming a better investor. These educational materials are based upon historic performance
information and do not provide advice on current potential investments, but rather provide an educational point of reference only.
Option Investment & Trading Subscription Services
This program includes 1) instructional analysis for Market Index
Option Trading, 2) instructional analysis for Stock Option Trading, 3) instruction and analysis for long term Stock Option Trading,
4) introductory articles for Options, 5) real-time market education and analysis, and 6) pre-market analysis of three stock indexes
daily chart analysis of the Dow-Jones Industrial average, the NASDAQ index and the Standard & Poor’s index with our views
and outlook for the three index options including a sample daily
tracking of option portfolio.
Dark Horse Subscription Services
The Dark Horse column focuses on the US-listed small-cap stocks
(with trading caps below 100 million shares over the twelve month calendar year); it is intended as a place where investors from
novices to professionals come to for ideas on which companies demonstrate certain characteristics indicating growth even in a challenged
economy. This is a subscription based service that analyzes individual stocks and provides an experienced investor’s opinion
to all members of the service on various companies. This analysis does not provide individual investment advice but rather provides
an outlook as to the company’s current and potential performance to the entire group. The Dark Horse research staff spends
time daily researching small-cap stocks (virtually all of which are listed for trading on the NYSE or NASDAQ-NMS) to identify those
issues with advancement potential based upon various commonly used measurement metrics every week from more than 9,000 US-listed
stocks for the service's model portfolio.
Research reports on Dark Horse Stocks include a detailed analysis
for those stocks where/when the price reaches a potential entering point, key business backdrop, market potential of the subordinated
sector, fund statement of top-10 shareholders, ratings by boutique firms as well as the earnings per share, P/E ratio and P/B ratio
(price to earnings and price to book value) of any of those stocks would be included in the reports. The Company selects four to
ten stocks periodically for inclusion on the watch list. Our staff monitors news, analysts’ calls, reported trades by material
shareholders and other persons required to publicly report trades, press releases and provides analysis and alerts to subscribers.
Tracking of Dark Horse Model Portfolio Stocks subscribers are alerted to the release of reports on traded stocks from broker-dealers
and important news releases and our analyses of the material developments for the tracked Dark Horse stocks are provided as well.
All the news related to the model portfolio stocks is provided in timely manner while the potential influences price fluctuation
of the stock is also analyzed. Dark Horse Model Portfolio Performances (Profit and loss conditions of the portfolio) are shown
in a table, price movements of model portfolio updated daily, and the yield conditions of the model portfolio is therefore clearly
displayed.
General Advertising Services
The Company provides website based advertising.
Free Analysis and Research Tools
We also provide a free stocks and research tool to our subscriber
customers including the following services:
|
|
1.
|
Price charts of relevant stocks as well as the price and volume changes of the day.
|
After the ticker of a specific stock is searched on the chinesefn.com
website, the price chart of a certain period (today, 5d, 1m, etc.) will be displayed with clear information of price movement,
volume change as well as the highest and lowest points of 52 weeks. Dividend payment information will also be provided.
|
|
2.
|
News updates for relevant stocks.
|
News updates including the latest boutique firm ratings, company
earnings, conference calls, merger and acquisition activity, as well as other information that may influence the price movements
of relevant stocks are also provided for free.
Planned Additional Education Services
We plan to continue to expand our presence in China through the
establishment of additional related services that will likely be provided by third party vendor(s) working directly with us. The
Company has not as of yet identified such potential relationships, but is working on updating its formal business strategy and
plans to identify such potential third party or other partners prior to publishing its curricula.
We plan to substantially increase our presence in the US as well
as China, expanding our educational training and seminar products substantially.
We believe that we have the requisite blend of experience and technical
skills related to financial market awareness and content publication to develop a series of courses devoted to investor education
and offered in the Mandarin language. Based on the demands of individuals in China and outside China, as well as on the structure
and features of the financial markets, we anticipate we will be able to substantially increase our presence and revenues once we
are able to offer services within China (Peoples Republic of China).
These courses will range in content providing basic knowledge and
practical trading skills. They will be coupled with training in the use of digitalized, randomized, and quantified analyses for
stock trading analysis and trading; helping the participants to be more skillful in practical trading as they progress through
the course work.
Courses will also provide a number of actual cases and samples focusing
on formal trading practice as well as the practical trading practices of experts that can be shared. The course will also provide
valuable real world experience from which to develop the participants’ own style of trading.
News
Our news feature allows users to search and view breaking economic
and financial news and information from around the world. Through our website content, our subscribers can access timely and customized
financial information and reports, categorized and integrated into topics and sub-topics that they select, based on their investment
and analysis needs.
Our Websites
Our website content and our research tools are the key components
of our information platform. Our websites have two primary functions:
|
|
·
|
To attract visitors and market our subscription based service offerings; and
|
|
|
·
|
To store content and serve as an integral part of our information platform.
|
In order to attract visitors to our websites, we offer a significant
portion of our website content free of charge. This free content includes stock quotes, trading volumes and pricing indicators
for listed companies in the United States. Our websites also have an important marketing function for our subscription based service
offerings. We provide examples to our visitors on our websites of the enhanced content and features they can access by becoming
a subscriber to one of our service offerings.
Our premium content and features are accessible through our web-based
research tools. Subscribers to our web-based research tools are required to register and maintain personal accounts with our websites.
We believe our websites are designed for ease of use and accommodate
low bandwidth access to the Internet. In addition, we have also historically derived some revenue from online advertising. We plan
to attract more advertising revenue as our subscriber base increases.
We currently offer different service packages incorporating some
or all of our research tools to our users. Our service packages provide research tools focused around three main areas: securities
market data, technical analysis, and fundamental analysis. We view the migration of existing subscribers and the attraction of
new subscribers to our service offerings with more comprehensive research tools as one of our most important growth strategies.
We may, from time to time, offer discounts or promotions, depending
on our perceived need in accordance with our pricing policy. Any of such discounts or promotions could apply to new or repeat subscribers
as we may determine.
We have taken steps to protect our customer and proprietary information
through deployment of additional security contracted for through our web hosting service provider, IT Software Design. To our knowledge
no such dissemination of Company information has occurred as of the date of this documents submittal. We are unsure of what material
adverse effect such an event would cause. We are in the process of securing service and trade mark protection for our Chineseinvestors.com
and Chinesefn.com names.
Customer Support
Our customer support center provides our subscribers real-time and
personal support. Our customer support personnel, in addition to their sales and marketing functions, help our existing and prospective
subscribers to resolve any technical problems they may have. We have an in-house training program for our customer support personnel,
which include training courses on world financial markets, our service features and functionalities, technical problem solving
skills in respect of our research tools and general customer service guidelines.
The Company maintains a customer service center that is open twenty
four hours a day, seven days a week (24/7) in Shanghai China. The center is staffed with individuals having both Chinese and English
Language skills who are available by both telephone (1-800-808-8760) as well as email (info@chinesefn.com). Once an inquiry call
or email is initiated, follow up provided by an individual best suited to answering the specific question is undertaken often times
resulting in a new email address point of contact as it relates to the specific Customer Service Representative responding to the
inquiry. The Company also provides various levels of translation support for its advertisers as may be contracted for.
Typical Customer Service or Technical Support Calls include:
|
|
·
|
What's the website address of chinesefn.com;
|
|
|
·
|
How do I access the website or how do I register online;
|
|
|
·
|
What products are free and which ones are offered at a cost;
|
|
|
·
|
What is the cost of a particular product;
|
|
|
·
|
Where to login our membership section;
|
|
|
·
|
Company intro and what content they can get access to our website;
|
|
|
·
|
When and where they can find the updated news;
|
|
|
·
|
Where are the archives, etc.;
|
|
|
·
|
Customer can't login to the website; (technical support)
|
|
|
·
|
The computer can't refresh the webpage; (technical support)
|
|
|
·
|
The computer can't submit user's message; (technical support)
|
|
|
·
|
The computer can't show the web content in traditional Chinese (technical support)
|
Sales and Marketing
We market our service offerings through our websites, as well as
through customer support personnel at our telemarketing and customer service center in Shanghai, China. Our websites provide detailed
descriptions of our service offerings while our customer support personnel are available to explain to callers the various features
of our offerings and to resolve our subscribers’ technical problems. We charge our subscribers a subscription fee for the
use of our service packages over an agreed upon service period, typically three months to one year. Our subscribers either pay
us by cash, by online bank transfer, or by direct wiring of cash. Upon receipt of payment, we promptly activate our subscribers’
accounts with us.
The Company currently utilizes several advertising relationships
in a continuing effort to build its brand awareness including SVC Media Services, AM1300 Radio, Phoenix Satellite Television, SINA,
etc. The Company plans to continue to use these resources as well as add new media providers based upon need, performance, and
cost. The Company plans to continue with other advertising efforts in the form of seminars, referrals, and the planned offering
of educational services.
While the Company does not currently have a formal budget for advertising,
it plans to develop a more substantial plan and outlook in the near future as a part of its business planning and strategy development
efforts and as it achieves revenues and or funding that will allow it to continue to expand its business.
The market potentials for our Portal, IR and PR marketing and Conference
and Online Platform businesses are extremely competitive and rapidly changing. We note that at this time we have not as yet developed
offerings for these particular online services and may fail to do so in a manner that might affect our businesses ability to remain
competitive. Please note that while we are aware our Company may develop service offerings as noted we have not as of yet explored
the potential products related to the offerings as noted above and therefore cannot describe these businesses and planned offerings
as we currently have none.
We are working on identifying other possible products that could
be deployed as well as produce income for the Company as they relate to "Portal, IR and PR marketing and Conference and
Online Platform businesses" that could include those designed to 1) integrate with our portal such as various hybrid advertising
services (word specific, etc.), 2) investor and or public relations promotional material dissemination (on behalf of various businesses
and or advertisers) via website delivery mechanisms, and 3) sponsoring as well as hosting related online (interactive) educational
programs and conference events, etc.
We do offer various educational conferences (both free and fee based)
in both China and the US on a regular basis as well as the services and information available to our subscribers and visitors on
our website. These educational conferences typically include various segments dedicated to the various sectors our subscribers
and guests may be interested including US Equities, Foreign Currency Exchange, China Stocks, etc. These events generally include
other speakers that have specific education and experience skills within these various sectors. These events generally last between
two and three hours and are held at public venues such as conference centers, hotels, etc.
Database Technology
We have developed database technology to address the specific requirements
of our information services. Our database design and search techniques allow for efficient data retrieval within the unique operating
parameters of the Internet.
Item 1A. Risk Factors
We are a smaller reporting company as defined by Rule 12b-2 of the
Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
The Company currently maintains leased space in Shanghai, China
(as described in the Financials) as well as an office presence in Arcadia, California. It also maintains a correspondence address
in Arcadia, California on a month to month basis as well as an executive office suite in Aurora, Colorado.
|
Shanghai Offices
|
333 Huai Hai Zhong Road, 12/F Shui On Plaza, Shanghai, China, 200021 (lease expires September 2016)
|
|
|
|
|
Corporate Offices
|
4880 Havana Street, Suite 102 Denver, CO 80239 (a lease is in place through May 2017)
|
|
|
|
|
Support Office 1
|
14 Wall Street, 20th Floor, New York, NY 10009
|
|
|
|
|
Support Office 2
|
3810 Durbin Street, Irwindale, CA
91706
|
The Company has no other real property holdings or leases other
than those as disclosed above.
Item 3. Legal Proceedings
The Company is a party to various any legal proceeding, none of
which, in the opinion of management are more likely than not to have a material adverse effect upon its business or financial position.
Item 4. Mine Safety Disclosure
Not applicable.
Part II
Item 5. Market for Registrant’s Common Equity, Related
Stockholder Matters, and Issuer Purchases of Equity Securities
Series A Convertible Preferred Stock:
During the third quarter, effective February 29, 2012, the Company
issued 2,003,776 shares of preferred stock as Series A convertible preferred stock for total proceeds of $2,003,776. The terms
of the preferred stock allow the holder to convert each share of preferred stock into 1.25 shares of common stock at any time after
nine months from the date of issuance. The holders of shares of preferred stock were entitled to receive a dividend of $0.06 per
share per annum for the first two years from the issuance of the instruments. The Company maintained the right to suspend the dividend
at its discretion if it is deemed necessary.
Upon issuance of preferred stock convertible in shares of common
stock at a price lower than the fair market value of common stock on the date of issuance, in accordance with the guidance provided
in ASC 505-10-50 and Emerging Issues Task Force (“EITF”) No. 00-27, we will record the intrinsic value of this beneficial
conversion feature which we calculated to be $520,982 ($1.06 common stock price February 29th, 2012 compared to $0.80 effective
conversion rate of $0.26 per share. $0.26 times 2,003,776 = $520,982), as a deemed dividend recognizable in the current year. This
deemed dividend was calculated based upon a closing price on February 29, 2012 (the date the shares were formally accepted by the
Company) of $1.06 per share and an effective sale price (with conversion) per the preferred share agreement of $0.80 per share
of common stock.
Series B Convertible Preferred Stock
The Company issued 2,535,000 shares of preferred stock as Series
B convertible preferred stock for total proceeds of $2,5355,000. The terms of the preferred stock allow the holder to convert each
share of preferred stock into 2.5 shares of common stock at any time after six months from the date of issuance. The holders of
shares of preferred stock shall have the right to one vote for each share of common stock into which such preferred stock could
convert. The holders of shares of preferred stock are entitled to receive a dividend of $0.06 per share per annum for the first
two years from the issuance of the instruments, the unpaid portion of which has been recorded as an accrued dividend on the liabilities
section of the balance sheet. The Company maintained the right to suspend the dividend at its discretion if it is deemed necessary.
Upon issuance of preferred stock convertible in shares of common
stock at a price lower than the fair market value of common stock on the date of issuance, in accordance with the guidance provided
in ASC 505-10-50 and Emerging Issues Task Force (“EITF”) No. 00-27, we will record the intrinsic value of this beneficial
conversion feature which we calculated to be $1,526,950 as a deemed dividend on the Company’s income statement. This deemed
dividend was calculated based upon a trading price ranging from $0.35 to $0.76 per share closing price of trading on the OTCBB
exchange where are stock is traded and effective sale price (with conversion) of $0.88 to $1.90 per share of common stock. The
company has paid all preferred stock dividends associated with this dividend of 6% through May 31, 2016.
During March 2014 the Company granted 300,000 shares of common stock
for compensation. Half the shares were valued at $0.90 per share and the remaining 150,000 shares were valued at $0.77 per share.
The Company also issued 18,750 shares for services valued at $0.89 per share. The compensation and consulting expense was recorded
as general and administrative expenses for the year ended May 31, 2014.
During the year ended May 31, 2015, the Company converted 380,000
shares of preferred stock for 475,000 shares at a conversion rate of $1.25 per share of preferred stock.
In both cases net proceeds of the private placement
of the convertible preferred stock were applied to general business purposes of the registrant and not to specific projects. The
private placements of the Series A and Series B convertible preferred stock were conducted under the exemption afforded under Rule506(b).
The registrant has not used an underwriter
to conduct the private placements or to sell its securities. The purchasers were accredited investors known to or familiar with
Warren Wang, the registrant’s CEO.
The Company’s common stock is listed for quotation on the
OTC:QB marketplace. The Company’s preferred stock and debt obligations are not publicly traded. The high quote for the Company’s
common stock was 50¢ per share and the low was 29¢ during the 2016 fiscal year. The Company has issued 7,661,805 shares
of its common stock, 905,000 shares of the issuer’s Class “A” preferred stock, par value $0.001 per share and
1,885,000 shares of the issuer’s Class “B” preferred stock, par value $0.001. The Company has never declared
or paid a dividend distribution on its preferred or common shares. The Company did not issue its officers or employees any stock
or derivatives such as options to purchase stock as compensation for services during the 2016 fiscal year, but, Brett Roper, our
chief operating officer, did sell back 62,500 shares of stock that he had received in prior periods for services directly to the
Company at $.10 per share in a transaction totaling $6,250.
Item 6. Selected Financial Data
Financial Tables and Explanations
(years ending May 31st
)
|
Description
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
|
|
(audited)
|
|
(audited)
|
|
(audited)
|
|
(audited)
|
|
(audited)
|
|
Total Revenues
|
|
$
|
903,185
|
|
|
$
|
2,441,672
|
|
|
$
|
3,902,403
|
|
|
$
|
1,639,373
|
|
|
$
|
897,105
|
|
|
Less: Cost of Goods Sold
|
|
$
|
(964,223
|
)
|
|
$
|
(1,011,349
|
)
|
|
$
|
(821,248
|
)
|
|
$
|
(974,966
|
)
|
|
$
|
(686,865
|
)
|
|
Gross Profit
|
|
$
|
(61,038
|
)
|
|
$
|
1,430,323
|
|
|
$
|
3,081,155
|
|
|
$
|
664,407
|
|
|
$
|
210,240
|
|
|
Expenses, General & Administration
|
|
$
|
(2,861,718
|
)
|
|
$
|
(1,913,474
|
)
|
|
$
|
(1,592,600
|
)
|
|
$
|
(1,662,220
|
)
|
|
$
|
(1,995,918
|
)
|
|
Income (Loss), Continuing Operations
|
|
$
|
(2,026,206
|
)
|
|
$
|
(2,326,869
|
)
|
|
$
|
1,149,590
|
)
|
|
$
|
(1,118,041
|
)
|
|
$
|
(2,206,158
|
)
|
|
Income (Loss), Per Share (Continuing Operations)
|
|
$
|
(0.29
|
)
|
|
$
|
(0.51
|
)
|
|
$
|
(0.16
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
(0.44
|
)
|
|
Total Common Shares Outstanding (includes Options)
|
|
$
|
9,410,446
|
|
|
$
|
9,472,946
|
|
|
$
|
8,561,886
|
|
|
$
|
6,358,620
|
|
|
$
|
4,992,454
|
|
|
Long Term Obligations
|
|
$
|
37,642
|
|
|
$
|
48,767
|
|
|
$
|
80,777
|
|
|
$
|
6,584
|
|
|
$
|
3,871
|
|
|
Cash Dividends Declared per Common Share
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
Total Assets
|
|
$
|
2,881,550
|
|
|
$
|
2,263,824
|
|
|
$
|
2,998,013
|
|
|
$
|
1,000,575
|
|
|
$
|
1,248,967
|
|
Total Revenues
describes all income from all Company
related activities including subscription sales, advertising sales, FOREX support service fees, consulting fees, investor awareness
campaigning, and education/training sales.
Cost of Goods Sold
refers to all operating expense
related to the cost of delivery of content services including direct expenses related to binary option revenues and all of the
general Shanghai office expenses.
Expenses, General & Administration
refers to the
expense related to general advertising, US operational overhead, salaries and related expenses of US Citizens, the costs of note
and share repurchases, the costs of options granted, US based web hosting services, etc.
Income (Loss),
refers to the value remaining when
subtracting Expenses
, General & Administration
from the
Operating Revenues
value
.
Income (Loss), Per Share
refers to any income or loss
per share value when dividing the
Income (Loss),
value by the number of common shares outstanding.
Weighted Averages Shares Outstanding
refers to the
total number of shares outstanding at any given year end period.
Long Term Obligations
, refer to those specific values
associated with defined
Long Term Obligations
as shown in our Financial Statements.
Cash Dividends Declared per Common Share
refers to
any dividends that may have paid out on behalf of the common stock shareholder; noting the Company has never paid any such dividend.
Total Assets
refers to the total assets as may be
reflected in the Financial Statements.
Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of
Operations
Fiscal Year Ending May 31, 2016
Revenues
Overall revenues declined in the fiscal year
ending May 31, 2016, from $2,441,672 in the period ending May 31, 2015 to $903,185 for the period ending May 31, 2016. The Company
experienced a decrease investor relations revenues ($1,838,550 in fiscal year 2015 decreased to $306,415 in fiscal year 2016).
The primary reason for this decline was the management determined that for the long-term performance of the company it would focus
on developing other areas of its business.
Expenses
Cost of Services Sold: These related costs
decreased from $1,011,349 in fiscal year 2015 to $964,223 in fiscal year 2016.
General & Administrative Expense: These expenses increased by
approximately $870,000 from $1,553,936 in fiscal year 2015 to $2,423,045 in fiscal year 2016.
Advertising Expenses: Advertising related expenses
increased from $359,538 in fiscal year 2015 to $438,673 in fiscal year 2016. These expenses are generally related to outside advertising
costs and various other related expenses.
Other Income, Expenses
During the year ended May 31, 2015 the company determined that it
no longer had a legal obligation to pay a subcontractor a commission for revenue he had generated for the company as payment was
never delivered. Therefore, the company wrote off the liability of $99,702 and recorded a gain on extinguishment of debt on the
income statement. A similar transaction resulted in the Company writing off $10,490 and recognizing a similar gain in the year
ended May 31, 2016 and are presented as debt forgiveness on income statement.
Interest expense increased from $59,316 in
the fiscal year ended May 31, 2015 to $63,554 in the fiscal year ended May 31, 2016.
The Company recognized a realized gain on marketable
securities of $949,614 in the current period as compared to a realized loss in the prior year of $1,884,104. This gain was caused
by the partial liquidation of the Companies holdings in Medicine Man Technologies, Inc. stock that increased in value from $0.41
per share to over $1.00 per share.
Officer/Director compensation expense increased
in this annual period primarily due to the support of a business start-up by our COO, Mr. Brett Roper as noted in the compensation
tables. In the past, the Company's policy has always included an incentive to any officer or director that generates new business
and resultant income outside of their normal day to day duties. In this case, Mr. Roper generated new business in the form a start-up
(Medicine Man Technologies) that is expected to generate approximately $3M in revenues as the result of the private sales of shares
in that newly formed business.
Liquidity
The Company is currently addressing its liquidity concerns by building
upon its revenue generating subscription service products, increasing its advertising based revenues, and by increasing its offerings
of other consulting services. Since inception in 1997, the Company has at times relied primarily upon proceeds from private placements
and sales of shares of its equity securities to fund its operations. In the last two years the Company has raised $2,535,000 through
the issuance of its class “B” preferred stock, in an offering that is still ongoing. We anticipate continuing to rely
on sales of our securities as well as increasing our general revenues in order to continue to fund our business operations. In
addition, the Company has liquidated a portion of its holdings in Medicine Man Technologies (MDCL) stock generating approximately
$1,250,000 cash. At May 31, 2016 the Company still held 1,350,000 shares of MDCL stock representing $2,430,000 of value based upon
the closing market price of $1.80. However, of these shares 660,000 shares are restricted as collateral for the short term debt
the company is currently holding. There can be no assurance that the Company currently has sufficient capital or access to capital
needed for operations for the next annual period.
Off-Balance Sheet Arrangements
We have not entered into any other financial guarantees or other
commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are
indexed to our shares and classified as stockholder’s equity. Furthermore, we do not have any retained or contingent interest
in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do
not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk, or credit support
to us or engages in leasing, hedging, or research and development services with us.
Contractual Obligations
We have contractual obligations related to month to month
leases as they relate to technical services (web hosting, Bloomberg services, etc.) and as they relate to a specific office
space lease in Shanghai, China (located at 333 Huai Hai Zhong Road, 12/F Shui On Plaza, Shanghai, China, 200021) and an
office space lease in 4880 Havana Street, Suite 102, Denver, CO 80239. In addition, the Company has the contractual
obligation to hold 660,000 share of Medicine Man Technologies stock in escrow to satisfy $660,000 of debt due to be repaid in
February of 2017. As of the date of this filing the Company has not place those shares into an escrow account as they are
holding them directly.
Item 7A. Quantitative and Qualitative Disclosures About Market
Risk
We are a smaller reporting company as defined by Rule 12b-2 of the
Securities Exchange Act of 1934 and are not required to provide the information under this item.
Item 8. Financial Statements and Supplementary Data
Reference is made to the Financial Statements, the Notes thereto,
and the Report of Independent Public Accountants thereon commencing at page F-1 of this Report, which Financial Statements, Notes,
and report are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
None.
Item 9.A. Controls and Procedures
Management’s Annual Report on Internal Control Over
Financial Reporting
Our management is responsible for establishing and maintaining adequate
control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Exchange Act. Our management assessed the
effectiveness of our internal control over financial reporting as of May 31, 2015. In making this assessment, our management used
the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated
Framework. Our management has concluded that, as of May 31, 2015, our internal control over financial reporting is not effective
primarily based on these criteria, due to material weaknesses resulting from our failure to 1) implement and monitor specific cutoff
procedures, 2) properly review and approve bank reconciliations or provide correct responsibilities to adequately segregate activity
in the area of cash receipts and cash disbursements, 3) effectively implement comprehensive entity level internal controls, 4)
adequately segregate duties within the accounting department due to an insufficient number of staff, and 5) implement appropriate
information technology controls. In consideration of our smaller size, the burden of elimination of these material weaknesses would
create an undue financial burden on the Company.
Evaluation of Disclosure Controls and Procedures
Our principal executive officer and principal financial officer,
after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
as of the end of the period covered by this Annual Report on Form 10-K, have concluded that, based on such evaluation, our
disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in the reports
that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified
in the SEC’s rules and forms, and is accumulated and communicated to our management, including our principal executive and
principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required
disclosure.
Changes in Controls and Procedures
In the current year the Company continued to implement a new accounting
information system that had started to be implemented in the preceding year to address several of our internal controls issues.
There were no other significant changes in our internal controls over financial reporting or in other factors identified in connection
with the evaluation required by Exchange Act Rules 13a-15(d) or 15d-15(d) that occurred during the year ended May 31, 2015 that
have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
Management’s Report on Internal Control Over Financial
Reporting
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal controls
over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods
are subject to 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 our internal controls
over financial reporting as of May 31, 2014 based on the framework in
Internal Control-Integrated Framework
, published by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment, we have concluded that our
internal controls over financial reporting were not effective as of May 31, 2014. Once again, implementation of such controls would
have a devastating effect on the Company, likely causing its demise. As we continue to grow our revenues to a point where such
controls and requirements can be affordably implemented, we will continue to remain aware of these weaknesses. Management continues
to work to improve its disclosure controls and procedures over financial reporting and to resolve deficiencies.
This Annual Report on Form 10-K does not include an attestation
report by our registered public accounting firm regarding internal control over financial reporting. Management's report was not
subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide
only our management’s report in this Annual Report on Form 10-K.
Item 9.B. Other Information
None.
NOTES TO THE FINANCIAL STATEMENTS
(AUDITED)
RESTATED
Organization and Nature of Operations
:
Business Description
– Chinseinvestors.com,
Inc. (the “Company”) was incorporated on June 15, 1999 in the State of California. The Company is a provider of Chinese
language web-based real-time financial information. The Company’s operations had been located in California until September
2002 at which time the operations were relocated to Shanghai, in the People’s Republic of China (PRC).
During May, 2000, the Company entered into an agreement with MAS
Financial Corp. (“MASF”) whereby MASF agreed to transfer control of a public shell corporation to the Company and perform
certain consulting services for a fee of $30,000.
During June, 2000, the Company completed reorganization with MAS
Acquisition LII Corp. (“MASA”) with no operations or significant assets. Pursuant to the terms of the agreement, the
Company acquired approximately 96% of the issued and outstanding common shares of MASA in exchange for all of its issued and outstanding
common stock. MASA issued 8,200,000 shares of its restricted common stock for all of the issued and outstanding common shares of
the Company. This reorganization was accounted for as though it were a recapitalization of the Company and sale by the Company
of 319,900 shares of common stock in exchange for the net assets of MASA. In conjunction with the reorganization MASA changed its
name to Chineseinvestors.com, Inc.
The Company is now incorporated as a C corporation in the State
of Indiana as of June 1, 1997.
|
1.
|
Liquidity and Capital Resources:
|
Cash Flows
– During the year ending May 31,
2016, the Company primarily utilized cash and cash equivalents and proceeds from issuances of its common and preferred stock to
fund its operations. The Company received $650,000 and $1,885,000 of proceeds from the sale of Class “B” preferred
stock during the years ended May 31, 2016 and May 31, 2015, respectively.
Cash flows used in operations for the years ended May 31, 2016
and 2015 were ($1,584,151) and ($1,379,558), respectively. The increase of cash used in operations was primarily caused by the
net loss offset by increase in cash raised through financing activities.
Capital Resources
– As of May 31, 2016, the
Company had cash and cash equivalents of $197,231 as compared to cash and cash equivalents of $498,189 as of May 31, 2015.
Going Concern
- The financial statements were prepared
on a going concern basis. The going concern basis assumes that the company will continue in operation for the foreseeable future
and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Since inception
in 1997, the Company has primarily relied upon proceeds from private placements of its equity securities to fund its operations.
The Company anticipates continuing to rely on sales of our securities in order to continue to fund business operations. Issuances
of additional shares will result in dilution to its existing stockholders. There is no assurance that the Company will be able
to complete any additional sales of our equity securities or that it will be able arrange for other financing to fund our planned
business activities.
|
2.
|
Critical Accounting Policies and Estimates:
|
Basis of Presentation
– These accompanying financial
statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”)
and pursuant to the rules and regulations of the Securities and Exchange Commission for annual financial statements.
Investment in Affiliate
–
The Company invested
in an affiliate during April 2014, implementing the equity method of accounting. The Company received its ownership in return
for supporting the company during its formational stage and no cash, as such the stock received had a value of zero and the affiliate
generated a loss through May 31, 2014. The Company has no further commitment to fund losses, therefore management has deemed it
proper to discontinue applying the equity method for the investment as defined by Accounting Standards Codification (“ASC”)
323-10-35-20 for the year ended May 31, 2014. In 2015 the affiliate company issued additional stock, diluting the Company’s
position and restructured the management of the entity causing the Company to determine that it no longer had “significant
influence” over its operations. The Company then started accounting for the stock owned as an available for sale security.
The Company’s basis in the stock was $0. The fair value of the Company’s holdings was determined by an independent
valuation report as of May 31, 2015 to be $1,148,000 ($0.41*2,800,000 = $1,148,000 ), the Company held 1,347,616 shares
of the affiliates stock at May 31, 2016 with a fair value of $1.80 per share totaling $2,425,79 at that time . This value is presented
on the balance sheet as an asset and an unrealized gain for this amount is included in Unrealized gain/(loss) on trading securities
in the equity section of the balance sheet. The Company determined that this asset should be consider a level three fair value
instrument at May 31, 2015 because at that time there was no public market for the stock.
However, As of May 31,
2016 the company has sold 1,248,013 shares of the stock in this company at $.90 or $1.20 per share for total proceeds of $1,250,512
in additional the company has paid a liability with 204,371 shares of the MDCL stock when it was valued at $0.41 in a transaction
valued at $83,792. The remaining shares held were valued at the current public market value resulting in a current asset of $2,425,709
as of May 31, 2016. As there was a public market for MDCL stock at May 31, 2016 the Company recognized the stock as a Level 1
financial instrument.
Foreign Currency
– The Company
has operations in the PRC, however the functional and reporting currency is in US dollars. To come to this conclusion the Company
considered the direction of ASC section 830-10-55.
Selling Price and Market
– As a representative office
is located in the PRC, the Company is not allowed to sell directly to PRC based customers. Over 90% of its customers are in the
United States and 100% of all sales are paid in US dollars. This indicates the functional currency is US dollars.
Financing
– The Company’s financing has been
generated exclusively in US dollars from the United States. This indicates the functional currency is US dollars.
Expenses
– The majority of expense are paid in US dollars.
The expenses generated in PRC are paid by a monthly or weekly cash transfer from the US when the expenses are due, resulting in
very little foreign currency exposure. This indicates the functional currency is US dollars.
Numerous Intercompany Transactions
– The Company has
multiple transactions each month between the US and Chinese representative office. This indicates the functional currency is US
dollars
Due to the functional and reporting currency both being in US dollars,
ASC 830-10-45-17 states that a currency translation is not necessary.
Revenue recognition
— Revenue was derived from
six different sources:
The Company recognizes revenue pursuant to revenue recognition principles
presented in SAB Topic 13. First, persuasive evidence of an arrangement. Second, deliver has occurred or services have been rendered,
thirdly the seller’s price to the buyer is fixed or determinable and lastly collectability is reasonably assured.
The Company recognizes revenue pursuant to revenue recognition principles
presented in SAB Topic 13. First, persuasive evidence of an arrangement. Second, delivery has occurred or services have been rendered,
thirdly the seller’s price to the buyer is fixed or determinable and lastly collectability is reasonably assured.
1. Fees from banner advertisement, webpage hosting and maintenance,
on-line promotion and translation services, advertising and promotion fees for customers in the Company’s Chinese Investment
Guides, sponsorship fees from investment seminars, road shows, and forums. The sales prices of these services are fixed and determinable
at the time the contracts are signed and there are no provisions for refunds contained in the contracts. These revenues are recognized
when all significant contractual obligations have been satisfied and collection of the resulting receivable is reasonably assured.
2. Fees from membership subscriptions: these revenues are recognized
over the term of the subscription. Subscription terms are generally between 3 and 12 months but can occasionally be as short as
1 month or as long as 24 months. Long term deferred revenues are recognized from subscriptions over 12 months.
3. Fees related to setting up and providing ongoing administrative
and translation support for currency trading accounts are in association with Forex. These fees are recognized when earned.
4. Investor relations income is earned by the Company in return
for delivering current, publicly available information related to our client companies. These revenues are prepaid by the client
company and as such are initially recorded as an asset with an offsetting unearned revenue liability. This revenue is recognized
over the term of the services period while the services are being provided. The value of the revenue earned is recognized every
quarter based upon the client company’s stock closing price multiplied by the numbers of shares earned within that specific
accounting period. By recognizing the revenue incrementally we are following the guidelines of SAB Topic 13, in that we are only
recognizing revenue once the value of the revenue received is fixed and determinable. In addition we are applying the definition
of readily determinable fair value presented at Accounting Standards Codification 820-10-15-5 in assessing the amount to recognize
in each accounting period. The number of shares earned is a function of the time period for which services are provided over the
contract period in relation to the price of the shares at the time of the services being delivered, added to the value of cash
received if any, then recognized as revenue in the period the services were delivered.
Costs of Services Sold
– Costs of services sold
are the total direct cost of the Company’s operations in Shanghai.
Website Development Costs
– The Company accounts
for its Development Costs in accordance with ASC 350-50, “Accounting for Website Development Costs.” The Company’s
website comprises multiple features and offerings that are currently developed with ongoing refinements. In connection with the
development of its products, the Company has incurred external costs for hardware, software, and consulting services, and internal
costs for payroll and related expenses of its technology employees directly involved in the development. All hardware costs are
capitalized as fixed assets. Purchased software costs are capitalized in accordance with ASC codification 350-50-25 related to
accounting for the costs of computer software developed or obtained for internal use. All other costs are reviewed to determine
whether they should be capitalized or expensed.
Cash and Cash Equivalents
– The Company considers
all highly liquid instruments with an original maturity of three months or less to be cash equivalents. At certain times, cash
in bank may exceed the amount covered by FDIC insurance. At May 31, 2016 and 2015 there were deposit balances in a United States
bank of $195,669 and $496,828 respectively. In addition, the Company maintains cash balance in The Bank of China, which is a government
owned bank. The full balance of the deposits in China is secured by the Chinese government. At May 31, 2016 and 2015 there were
deposits of $1,562 and $1,361, respectively, in The Bank of China.
Accounts Receivable and Concentration of Credit Risk
– The Company extends unsecured credit to its customers in the ordinary course of business. Accounts receivable related to
subscription revenue is recorded at the time the credit card transaction is completed, and is completed when the merchant bank
deposits the cash to the Company bank account. Revenues related to advertising and Forex are regularly collected within 30 days
of the time of services being rendered. However, since these are ongoing contracts, there has been no instance of failure to pay.
As of May 31, 2016 and May 31, 2015, the Company had accounts receivable of $1,899 and $101,918, respectively. Of the total accounts
receivable balance, values due in stock were $0 and $93,750 in May 31, 2016 and 2015 respectively.
The Company evaluates the need for an allowance for doubtful accounts
on a regular basis. As of May 31, 2016 and 2015, the Company determined that an allowance was not needed as all write-offs that
have occurred were not of the recurring nature.
The operations of the Company are located in the People’s
Republic of China (“PRC”). Accordingly, the Company’s business, financial condition, and results of operations
may be influenced by the political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy.
Investments, available for sale, in affiliate
–
The Company invested in an affiliate during April 2014, implementing the equity method of accounting. The Company received its
ownership in return for supporting the company during its formational stage and no cash, as such the stock received had a value
of zero and the affiliate generated a loss through May 31, 2014. The Company has no further commitment to fund losses, therefore
management has deemed it proper to discontinue applying the equity method for the investment as defined by Accounting Standards
Codification (“ASC”) 323-10-35-20 for the year ended May 31, 2014. In 2015 the affiliate company issued additional
stock, diluting the Company’s position and restructured the management of the entity causing the Company to determine that
it no longer had “significant influence” over its operations. The Company then started accounting for the stock owned
as an available for sale security. The Company’s basis in the stock was $0. The fair value of the Company’s holdings
was determined by an independent valuation report on the overall entity as of May 31, 2015 to be ($0.41*2,800,000) $1,148,000.
This value is presented on the balance sheet as an asset and an unrealized gain for this amount is included in unrealized gain/(loss)
on trading securities in the equity section of the balance sheet. The Company determined that this asset should be consider
a level three fair value instrument at May 31, 2015 but as the stock became publicly traded in the current year, with the symbol
of MDCL, it was classified as a level one fair value instrument at May 31, 2016. At that time the Company held 1,347,616 shares
of stock valued at $2,425,709. Of the amount held at May 31, 2016, 660,000 shares were restricted as collateral for short term
debt representing $1,188,000 of that balance.
Investments available for sale
– Investments
available for sale is comprised of publicly traded stock received in return for providing investor relations services to client
companies. The investor relations services range from one month to a year, from the inception of the contract. The Company considers
the securities to be liquid and convertible to cash in under a year. The Company has the ability and intent to liquidate any security
that the Company holds to fund operations over the next twelve months, if necessary, and as such has classified all of its marketable
securities as short-term.
The Company followed the guidance of ASC 320-10-30 to determine
the initial measure of value based on the quoted price of an otherwise identical unrestricted security of the same issuer, adjusted
for the effect of the restriction, in accordance with the provisions of topic 820-10-15-5, which states that an equity security
has a readily determinable fair value if it meets the condition of having a “sales prices or bid-and-asked quotations which
are currently available on a securities exchange registered with the U.S. Securities and Exchange Commission (SEC) or in the over-the-counter
market, provided that those prices or quotations for the over-the-counter market are publicly reported by the National Association
of Securities Dealers Automated Quotation systems or by the OTC Markets Group Ins. Restricted stock meets that definition if the
restriction terminates within one year.” These shares were classified as available for sale securities in accordance with
ASC 948-310-40-1 as the Companies intention is to sell them in the near-term (less than one year). In compliance with ASC 320-10-35-1,
equity securities that have readily determinable fair values that are classified as available-for-sale shall be measured subsequently
at fair value in the statement of financial position. Unrealized holding gains and losses for Available-for-sale securities
(including those classified as current assets) shall be excluded from earnings and reported in other comprehensive income until
realized."
As these shares will be earned over the term of the contracts, the
Company will defer the recognition of the earnings of the revenue over the period the services are performed. The value recorded
will be determined by multiplying the average of the closing price on the last day of the month for the period being reported based
on closing market price per share.
Upon receipt, these shares were recorded as an asset on the Companies
financials as "Investments, available for sale". The Company will also record a corresponding contra-asset account titled
"Unearned Revenue paid in stock".
Prepaid taxes
–A percentage of the Company’s
aggregate gross amount of reportable payment transactions settled through one of the Company’s merchant banks were withheld
and remitted to the Internal Revenue Service (IRS) under IRS regulation Section 6050W. The Company has filed the tax returns to
request a refund the withholdings as management does not believe the Company’s revenue transactions fall within the rules
of Section 605W. Management expected to receive a full refund of the entire $33,165 as of May 31, 2015 however, due to difficulty
and expected cost of securing the refunds the Company wrote off the balance receivable in the period ended May 31, 2016.
Other Current Assets
– Other current assets
consist of deposits in Chinese Renminbi on building space under an operating lease and are stated at the current exchange rate
at year end.
Other current assets were $55,780 and $91,634 for the years ended
May 31, 2016 and May 31, 2015, respectively.
Property and Equipment
– Property and equipment
are stated at cost. Depreciation and amortization of property and equipment is provided using the straight-line method over estimated
useful lives ranging from three to five years. Leasehold improvements are amortized over the life of the lease. Depreciation and
amortization expense was $20,069 and $24,264 for the years ended May 31, 2016 and 2015, respectively.
Expenditures for major renewals and betterments that extend the
useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred.
Gains and losses from retirement or replacement are included in operations.
Impairment of Long-life Assets
– In accordance
with ASC Topic 360, the Company reviews its long-lived assets, including property and equipment, for impairment whenever events
or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable. If the total of the
expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference
between the fair value and carrying amount of the asset. There was no impairment as of May 31, 2016 and May 31, 2015
.
Commissions
payable
– In the 2014
year the Company agreed to pay one of its sales consultants a percentage of the total value of stock received, as measured when
the revenue transaction took place, as compensation for IR work, the balance May 31, 2014 was $99,702. During the year ended May
31, 2015 the Company determined that it no longer had a legal obligation to pay this commission due to a breach of contract by
him. Therefore, the company wrote off the liability of $99,702 and recorded a gain on extinguishment of debt on the income statement.
A similar transaction occurred in 2016 resulting in a gain of $10,490 on extinguishment of debt on the income statement in that
period.
In 2015 the Company agreed to pay one of its executive a commission
based upon his work related to Medicine Man Technologies, of 10% of the value of the stock the Company received in the affiliate.
The Company received 2,800,000 shares of stock during the transaction and agreed to pay the executive a value equal to 10% of the
share price received as of May 31, 2015. The Company determined the value of the investment in affiliate (Medicine Man Technologies,
Inc.) and the related accounts payable was $.41 per share according to the independent valuation at May 31, 2015. Based upon
this valuation the Company recorded a liability of commissions payable of $114,800 (2,800,000 X 10% = 280,000 X $.41 = 114,800)
on its May 31, 2015 balance sheet. This liability was fully liquidated during the year ended May 31, 2016 through the delivery
of 174,371 shares of MDCL stock and payment of $43,308 cash.
Unearned revenue, revenue paid in stock
– During
fiscal year 2014, the Company received shares of stock and warrants as payment for investor relations work that the Company will
be providing through May 2016. The stock that had not been earned was valued at $90,278 based on active market prices at
the time of service contract being completed, at May 31, 2016 and $173,611 at May 31, 2015. As the Company earns the fee
for this work, this balance will be reduced to reflect the portion still to be earned.
Accrued interest
– The accrued interest balance
represents interest payable for short term debt outstanding. Accrued interest was $23,554 and $34,947 for the period ending May
31, 2016 and May 31, 2015.
Accrued Liabilities
– Accrued liabilities are
comprised of the following:
|
|
|
May 31,
|
|
|
May 31,
|
|
|
|
|
2016
|
|
|
2015
|
|
|
China Employee Salaries and Commissions Accrual
|
|
$
|
30,331
|
|
|
$
|
50,779
|
|
|
Representative Office Tax Accrual
|
|
|
2,879
|
|
|
|
3,835
|
|
|
Other Accruals
|
|
|
5,943
|
|
|
|
11,230
|
|
|
|
|
$
|
39,153
|
|
|
$
|
65,844
|
|
Short-term Debt
- During 2016, the Company obtained
short term debt of $660,000 from various individuals, secured by 660,000 shares of the Company owned stock in Medicine Man Technologies,
Inc. These notes are due to be repaid during the quarter ending February 28, 2017. The lender received an incentive of 30% appreciation
of the stock value for MDCL at the maturity of the short-term notes, 15 months after inception.
We may issue debt that is collateralized by common stock we own
in a third party. Additionally, this debt is intended to be settled using the proceeds when that common stock is sold. If the proceeds
from the sale of the common stock are more than the estimated value of the common stock when we entered into the debt agreements,
the debt holder receives 30% of the deemed increase in value of the common stock (“Incentive Feature”). We estimate
the value of the Incentive Feature using the expected liquidation value of the common stock collateralizing the debt based on recent
sales of the common stock. We record the estimated value of the Incentive Feature as an increase to the debt liability and as interest
expense. We recorded a liability and interest expense as of May 31, 2016, for the Incentive Feature of $39,600. We estimated the
expected liquidation value of the underlying common stock at $1.20 per share, based on recent sales of shares.
Use of Estimates
– The preparation of financial
statements in conformity with accounting principles generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from those estimates.
The financial statements include some amounts that are based on
management's best estimates and judgments. The most significant estimates relate to depreciation and useful lives, and contingencies.
These estimates may be adjusted as more current information becomes available, and any adjustment could be significant.
Fair Value of Financial Instruments
– The Company
has adopted the provisions of ASC Topic 820, Fair Value Measurements, which defines fair value, establishes a framework for measuring
fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 does not require any new fair value measurements,
but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information.
The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions
(unobservable inputs). The hierarchy consists of three levels:
|
|
·
|
Level one – Quoted market prices in active markets for identical assets or liabilities;
|
|
|
·
|
Level two – Inputs other than level one inputs that are either directly or indirectly observable; and
|
|
|
·
|
Level three – Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.
|
Much of the Company’s financial instruments are level one
and are carried at market value, requiring no adjustment to book value. The financial instruments classified as level one were
deemed to qualify as that classification because their value was determined by the price of identical instruments traded on an
active exchange. It should be noted that 60,000 shares of the stock earned for consulting work, currently being held qualifies
as a Level two instrument and has a book value of $67,500. The Company determined that the instrument was Level two because the
market for this instrument was less active, as it was currently being distributed through a private placement memorandum, and was
not a freely trading public stock. The value of the stock has been monitored on an ongoing basis and verified to be consistent
with the carrying value and, therefore, not requiring an adjustment.
Level one instruments were based upon stated balance of financial
institution or calculated based upon stock trading in the public market. Level two instruments were calculated based upon the sale
of stock through a private placement at arms-length where our shares were an insignificant amount of the total volume of stock
sold in the issuer. Level three financial instruments were valued by a professional independent appraiser hired by the Company
to determine the valuation. The level three valuation calculation included discounted cash flow models and market based models
as appropriately utilized by a professional valuation firm. The inputs they used included the entities past financial performance,
projected budgets, prior private stock sale history and comparable company valuations.
The following table summarizes the assets we are carrying and the
fair value category in which they are currently classified:
|
|
|
May 31, 2016
|
|
|
May 31, 2015
|
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Cash
|
|
|
197,231
|
|
|
|
–
|
|
|
|
–
|
|
|
|
498,189
|
|
|
|
–
|
|
|
|
–
|
|
|
Investments
|
|
|
2,358,209
|
|
|
|
67,500
|
|
|
|
–
|
|
|
|
233,991
|
|
|
|
67,500
|
|
|
|
1,148,000
|
|
|
Total Financial Instruments
|
|
|
2,555,440
|
|
|
|
67,500
|
|
|
|
–
|
|
|
|
732,180
|
|
|
|
67,500
|
|
|
|
1,148,000
|
|
Income Taxes
– Income taxes are accounted for
under the asset and liability method of ASC 740. Deferred tax assets and liabilities are recognized for net operating loss and
other credit carry forwards and the future tax consequences attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which the tax effect of transactions are expected to be realized.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the
year that includes the enactment date.
Deferred tax assets are reduced by a full valuation allowance since
it is more likely than not that the amount will not be realized. Deferred tax assets and liabilities are classified as current
or noncurrent based on the classification of the underlying asset or liability giving rise to the temporary difference or the expected
date of utilization of the carry forwards.
Other Revenue
– Other revenue is comprised of
revenue related to Forex service fees and rent generated through office space sublease revenue which is recognized over the period
the term of the lease. Other revenue was $62,805 and $13,025 in the years ended May 31, 2016 and 2015, respectively.
Uncollectable
– Uncollectable
account write-off was comprised of an expense recognized due to recognizing that a receivable would not be collected. This was
determined to be a nonrecurring incident and not something that required an ongoing allowance for doubtful account. Uncollectable
account write-off was $126,915 and $0 in the years ended May 31, 2016 and 2015.
Advertising Costs
– Advertising costs are expensed
when incurred. Advertising costs totaled $438,673 and $359,538 in the years ended May 31, 2016 and 2015, respectively.
Earnings (Loss) Per Share
– Earnings (loss)
per share is computed using the weighted average number of common shares outstanding during the period. The Company has adopted
ASC 260 (formerly SFAS128), “Earnings Per Share”.
Stock Based Compensation
– The Company accounts
for share-based payments pursuant to ASC 718, “Stock Compensation” and, accordingly, the Company records compensation
expense for share-based awards based upon an assessment of the grant date fair value for stock options and restricted stock awards
using the Black-Scholes option pricing model.
Stock compensation expense for stock options is recognized over
the vesting period of the award or expensed immediately under ASC 718 and EITF 96-18 when stock or options are awarded for previous
or current service without further recourse. The Company issued stock options to contractors and external companies that had been
providing services to the Company upon their termination of services. Under ASC 718 and EITF 96-18 these options were recognized
as expense in the period issued because they were given as a form of payment for services already rendered with no recourse.
Share based expense paid to through direct stock grants is expensed
as occurred. Since the Company’s stock is publicly traded, the value is determined based on the number of shares issued and
the trading value of the stock on the date of the transaction. The company recognized $25,000 in expenses in the year ended May
31, 2015 for stock based compensation to the Company Chief Financial Officer through direct stock grants of 50,000 shares.
Stock option activity was as follows (converted post reverse split):
|
|
|
Number of
Shares
|
|
|
Weighted
Average
Exercise
Price ($)
|
|
|
Balance at May 31, 2014
|
|
|
389,039
|
|
|
$
|
0.48
|
|
|
Granted
|
|
|
–
|
|
|
|
|
|
|
Exercised
|
|
|
|
|
|
|
|
|
|
Forfeited or expired
|
|
|
–
|
|
|
|
–
|
|
|
Balance at May 31, 2015
|
|
|
389,035
|
|
|
$
|
0.48
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
–
|
|
|
|
–
|
|
|
Forfeited or expired
|
|
|
–
|
|
|
|
–
|
|
|
Balance at May 31, 2016
|
|
|
389,035
|
|
|
$
|
0.48
|
|
The following table presents information regarding options outstanding
and exercisable as of May 31, 2016:
|
Weighted average contractual remaining term – options outstanding
|
|
|
0 years
|
|
|
Aggregate intrinsic value – options outstanding
|
|
$
|
155,614
|
|
|
Options exercisable
|
|
|
389,035
|
|
|
Weighted average exercise price – options exercisable
|
|
$
|
.48
|
|
|
Aggregate intrinsic value – options exercisable
|
|
$
|
7,781
|
|
|
Weighted average contractual remaining term – options exercisable
|
|
|
0 years
|
|
As of May 31, 2016, future compensation costs related to options
issued was $0.
The fair value of each option granted is estimated on the date of
the grant using the Black-Scholes option pricing model with weighted average assumptions for grants as follows:
|
Risk-free interest rate
|
|
|
1.44%
|
|
|
Expected life of options
|
|
|
4-5 years
|
|
|
Annualized volatility
|
|
|
90.6%
|
|
|
Dividend rate
|
|
|
0%
|
|
New Accounting Pronouncements
– Upon issuance
of final pronouncements, we review the new accounting literature to determine its relevance, if any, to our business. The following
final pronouncements will impact our financial statements.
ASU 2015-01 “Income Statement – Extraordinary and Unusual
Items” (ASU 2015-01)
In January 2015, the FASB issued ASU 2015-01 eliminating the concept
of extraordinary items for presentation on the face of the income statement. Under the new standard, a material event or transaction
that is unusual in nature, infrequent or both shall be reported as a separate component of income from continuing operations. Alternatively,
it may be disclosed in the notes to financial statements.
The new accounting guidance is required for interim and annual periods
beginning after December 15, 2015. Early adoption is permitted if applied from the beginning of a fiscal year. As applicable, this
standard may change the presentation of amounts in the income statements. We elected to adopt ASU 2015-01 effective January 1,
2016. Adopting this policy as of June 1, 2014 affected the Company recognizing $99,702 as a gain from debt forgiveness in the year
ending May 31, 2015 as the Company determined that the amount was no longer legally due to a contractor. The Company recognized
the $99,702 as income in the other incomes section of the income statement.
As of May 31, 2016 and 2015, the Company was authorized to issue
80,000,000 shares of common stock, $0.001 par value per share. In addition, 20,000,000 shares of $.001 par value preferred stock
were authorized. All common stock shares have full dividend rights. However, it is not anticipated that the Company will be declaring
distributions in the foreseeable future.
During the year ended May 31, 2015, the Company converted 380,000
shares of preferred stock for 475,000 of common stock shares at a conversion rate of 1.25 per share of preferred stock.
During the year ended May 31, 2015, the Company granted 50,000 shares
of common stock for compensation. The stock was valued at $0.50 per share. The compensation and consulting expense was recorded
as general and administrative expenses for the year ended May 31, 2015.
During the year ended May 31, 2014, the Company converted 728,776
shares of preferred stock for 910,970 shares at a conversion rate of 1.25 shares of common stock per share of preferred stock.
During March 2014, the Company granted 300,000 shares of common
stock for compensation. Half the shares were valued at $0.90 per share and the remaining 150,000 shares were valued at $0.77 per
share. The Company also issued 18,750 shares for services valued at $0.89 per share. The compensation and consulting expense was
recorded as general and administrative expenses for the year ended May 31, 2014.
Series A Convertible Preferred Stock:
During the third quarter, effective February 29, 2012, the Company
issued 2,003,776 shares of preferred stock as Series A convertible preferred stock for total proceeds of $2,003,776. The terms
of the preferred stock allow the holder to convert each share of preferred stock into 1.25 shares of common stock at any time after
nine months from the date of issuance. The holders of shares of preferred stock were entitled to receive a dividend of $0.06 per
share per annum for the first two years from the issuance of the instruments. The Company maintained the right to suspend the dividend
at its discretion if it is deemed necessary.
Upon issuance of preferred stock convertible in shares of common
stock at a price lower than the fair market value of common stock on the date of issuance, in accordance with the guidance provided
in ASC 505-10-50 and Emerging Issues Task Force (“EITF”) No. 00-27, we will record the intrinsic value of this beneficial
conversion feature which we calculated to be $520,982 ($1.06 common stock price February 29th, 2012 compared to $0.80 effective
conversion rate of $0.26 per share. $0.26 times 2,003,776 = $520,982), as a deemed dividend recognizable in the current year. This
deemed dividend was calculated based upon a closing price on February 29, 2012 (the date the shares were formally accepted by the
Company) of $1.06 per share and an effective sale price (with conversion) per the preferred share agreement of $0.80 per share
of common stock
.
Series B Convertible Preferred Stock
In the years ended May 31, 2016 and 2015 the Company issued 650,000
and 1,885,000 shares of preferred stock as Series B convertible preferred stock for total proceeds of $2,535,000. The terms of
the preferred stock allow the holder to convert each share of preferred stock into 2.5 shares of common stock at any time after
six months from the date of issuance. The holders of shares of preferred stock shall have the right to one vote for each share
of common stock into which such preferred stock could convert. The holders of shares of preferred stock are entitled to receive
a dividend of $0.06 per share per annum for the first two years from the issuance of the instruments, which has been recorded as
an accrued dividend on the liabilities section of the balance sheet. The Company maintained the right to suspend the dividend at
its discretion if it is deemed necessary.
Upon issuance of preferred stock convertible in shares of common
stock at a price lower than the fair market value of common stock on the date of issuance, in accordance with the guidance provided
in ASC 505-10-50 and Emerging Issues Task Force (“EITF”) No. 00-27, we will record the intrinsic value of this beneficial
conversion feature which we calculated to be $1,475,700 as a deemed dividend on the Company’s income statement in 2015 and
$51,250 in the period ending May 31, 2016. This deemed dividend was calculated based upon a trading price ranging from $0.35 to
$0.76 per share closing price of trading on the OTCBB exchange where are stock is traded and effective sale price (with conversion)
of $0.88 to $1.90 per share of common stock.
|
4.
|
Property and Equipment:
|
Property and equipment are recorded at cost, net of accumulated
depreciation and are comprised of the following:
|
|
|
May 31, 2016
|
|
|
May 31, 2015
|
|
|
Furniture & Fixtures
|
|
$
|
87,413
|
|
|
$
|
75,527
|
|
|
Leasehold Improvements
|
|
|
23,417
|
|
|
|
23,416
|
|
|
|
|
$
|
110,830
|
|
|
$
|
98,943
|
|
|
Less: Accumulated Depreciation
|
|
|
(99,062
|
)
|
|
|
(89,160
|
)
|
|
|
|
$
|
11,768
|
|
|
$
|
9,783
|
|
Depreciation on equipment is provided on a straight line basis over
its expected useful lives at the following annual rates.
|
Computer equipment
|
3 years
|
|
Furniture & fixtures
|
3 years
|
|
Leasehold improvements
|
Term of the lease
|
Depreciation expense for the years ended May 31, 2015 and 2014 was
$9,903 and $16,174, respectively.
Intangible assets are comprised of the following:
|
|
|
May 31, 2016
|
|
|
May 31, 2015
|
|
|
Website development
|
|
|
174,046
|
|
|
|
165,374
|
|
|
Less: Accumulated Depreciation
|
|
|
(95,899
|
)
|
|
|
(85,730
|
)
|
|
|
|
$
|
78,147
|
|
|
$
|
79,644
|
|
Amortization is calculated over a straight-line basis using the
economic life of the asset. Amortization expense for the twelve months ended May 31, 2014 and 2013 was $10,166 and $8,090 respectively.
|
6.
|
Commitments and Concentrations:
|
Office Lease – Shanghai
– The Company
entered into a lease for new office space in Shanghai, China. The lease period started October 1, 2013 and will terminate September
31, 2016, resulting in the following future commitments, based on the exchange rate at May 31, 2016 of the following:
Office Lease – Denver, Colorado
– The
Company entered into a lease for office space in Denver, Colorado. The lease period started June 1, 2015 and will terminate May
31, 2018, resulting in the following future commitments:
|
2017 fiscal year
|
|
|
$ 18,687
|
|
|
2018 fiscal year
|
|
|
19,355
|
|
The company had a lease for executive office space in Denver, Colorado
that was prepaid for six months in the third quarter of 2015 and expired July 31, 2015. However, the company moved into new office
space June 1, 2015 and abandoned that location at May 31, 2015. The company expensed the remaining outstanding prepaid rent of
$3,308 at that time.
Office Lease – New York
– The Company entered
into a lease for executive office space in New York, NY. The Lease period started April 21, 2015 and terminated July 31, 2016 and
is currently on a month to month basis.
Office Lease – Irwindale, California
– The Company
entered into a lease for executive office space in San Gabriel, California. The Lease is currently on a month to month basis.
Concentrations
– During the periods ending May
31, 2016 and 2015, the majority of the Company’s revenue was derived from its operations in PRC from individuals, primarily
in the United States and Canada. Due to nature of individuals sales being fairly small there was no concentration of revenue on
an individual level.
Litigation
– The Company is involved in legal
proceedings from time to time in the ordinary course of its business. As of the date of this filing, the Company is a party to
an investigation which, in the opinion of management, upon consideration of corporate counsel advice, it believes it is reasonably
likely to not have an adverse effect on the financial condition, results of operation or cash flow of the Company in the future.
The Company recorded no income tax provision or benefit for the
years ended May 31, 2016 and 2015, because the Company believes it is more likely than not that these will not be utilized in the
near future due to net losses. The Company generated no taxable income. The income tax provision (benefit) differs from the amount
computed by applying the U.S. Federal income tax rate of 34% plus applicable state rates to the loss before income taxes due to
the unrecognized benefit resulting from the Company’s valuation allowance, as well as due to nondeductible expenses.
For income tax reporting purposes, the Company has
approximately
$8
million of net operating loss carry forwards as of May 31,
2016. The Tax Reform Act of 1986 contains provisions that may limit the net operating loss carry forwards and tax credits
available to be used in any given year if certain events occur, including significant changes in ownership interests.
Realization of net operating loss and tax credit carry forwards is dependent on generating sufficient taxable income prior
to their expiration dates.
As of May 31, 2016 and 2015, the Company had approximately $2.7
million and $1.7 million, respectively, of net deferred tax assets, comprised primarily of the potential future tax benefits from
net operating loss carry forwards. Based upon the level of historical taxable income and projections for future taxable income
over the period in which the deferred tax assets are deductible, management could not conclude that realization of the deferred
tax assets as of May 31, 2016 and 2015, was more likely than not, and therefore, the Company has recorded a valuation allowance
to reduce the net deferred tax assets to zero. The valuation allowance increased approximately $1,100,000 during the year ended
May 31, 2016 and increased approximately $902,000 during the year ended May 31, 2015, respectively. The amount of deferred tax
assets considered realizable could be adjusted in the near term if future taxable income is generated.
The Company’s effective tax rate differs from the statutory
rate due to the following (expressed as a percentage of pre-tax income):
|
Description
|
|
2016
|
|
|
2015
|
|
|
Federal Statutory Rate
|
|
|
35%
|
|
|
|
35%
|
|
|
State Statutory Rate
|
|
|
6%
|
|
|
|
5%
|
|
|
Change in Rate / Other
|
|
|
4%
|
|
|
|
2%
|
|
|
Permanent Tax Differences
|
|
|
(6%
|
)
|
|
|
(1%
|
)
|
|
Calculated Rate
|
|
|
39%
|
|
|
|
41%
|
|
|
Actual Calculated Rate
|
|
|
(39%
|
)
|
|
|
(41%
|
)
|
|
Difference
|
|
|
0%
|
|
|
|
0%
|
|
Management has evaluated all events subsequent to year end through
the date of this filing, noting that none materially impacted the financial statements or require further disclosure.