NOTES TO FINANCIAL STATEMENTS
March 31, 2017
NOTE
1. GENERAL ORGANIZATION AND BUSINESS
Jade Global Holdings, Inc. (formerly Media
Analytics Corporation) (the "Company") was incorporated as FanSport Inc., on March 16, 2011, to develop and provide social
gaming mobile applications for fantasy sports enthusiasts. In September 3, 2013, the Company changed its name from FanSport, Inc.
to Media Analytics Corporation. The Company was focused on developing or acquiring software that helps companies track their social
data. On December 15, 2016, Media Analytics Corporation the majority shareholders of the Company (the “Sellers”)
and certain buyers (the “Purchasers”) entered into a stock purchase agreement (the “Stock Purchase Agreement”),
whereby the Purchasers purchased from the Sellers 7,600,000 shares of common stock, par value $0.0001 per share, of the Company
(the “Shares”), representing approximately 75.99% of the issued and outstanding shares of the Company. On December
27, 2016, the Company changed its name to Jade Global Holdings, Inc. The Company intends to engage in the wholesale and retail
trade of jade and jade products through retail stores and online web site. In connection therewith, Michael Johnson, the Company’s
sole officer and Director, resigned from his positions and named Guoqiang Qian, Scott Silverman and Min Shi as directors, and Guoqiang
Qian, Scott Silverman and Min Shi to the positions of President and CEO, Treasurer and CFO and Secretary, respectively.
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting
Basis
These
financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted
in the United States of America. The Company’s fiscal year end is March 31.
Cash
and Cash Equivalents
Cash
and cash equivalents are reported in the balance sheet at cost, which approximates fair value. For the purpose of the financial
statements, cash equivalents include all highly liquid investments with an original maturity of three months or less when purchased.
Dividends
Our company has not adopted any policy
regarding payment of dividends. On October 3, 2014, our board of directors approved a forward stock split by way of a stock dividend
of two (2) authorized but unissued shares of our common stock on each one (1) issued and outstanding share of its common stock
held by shareholders of record as of November 10, 2014. The payment date for the stock dividend was November 10, 2014, as determined
by the Financial Industry Regulatory Authority (“FINRA”). Upon the payment of the stock dividend, our company had 300,000,000
issued and outstanding shares of common stock, which represents an increase of 200,000,000 shares over its prior total of 100,000,000
issued and outstanding shares of common stock. The split is reflected retrospectively in the accompanying financial statements.
Earnings
(Loss) per Share
The Company adopted FASB ASC 260,
Earnings
per Share
. Basic earnings (loss) per share is calculated by dividing the Company's net income available to common shareholders
by the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share is calculated by
dividing the Company's net loss available to common shareholders by the diluted weighted average number of shares outstanding during
the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the
first of the year for any potentially dilutive debt or equity. There were no diluted or potentially diluted shares outstanding
for all periods presented.
Reverse
Stock Split
On
December 27, 2016, the Company's board of directors approved a reverse stock split whereby each twenty (20) shares of our Common
Stock were converted automatically into one (1) share of Common Stock. To avoid the issuance of fractional shares of Common Stock,
the Company issued 984 additional shares to all holders of a fractional share. The effective date of the reverse stock split was
January 30, 2017. Upon the completion of the reverse stock split, the Company had 501,016 issued and outstanding shares of common
stock, which represented a decrease of 9,4989,613 shares over its prior total of 10,000,629 issued and outstanding shares of common
stock. The reverse split is reflected retrospectively in the accompanying financial statements.
JADE GLOBAL HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 2017
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Income
Taxes
The
Company adopted FASB ASC 740,
Income Taxes
, at its inception. Under FASB ASC 740, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities
are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period
in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually
classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance
when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be
realized. No deferred tax assets or liabilities were recognized as of March 31, 2017 or March 31, 2016, respectively.
Fair
Value of Financial Investments
The
fair value of cash and cash equivalents, accounts payable, accrued liabilities, and notes payable approximates the carrying amount
of these financial instruments due to their short term maturity.
Advertising
The
Company will expense advertising as incurred. Advertising expense was $0 for years ended March 31, 2017 and 2016, respectively.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses
during the reporting period. Actual results could differ from those estimates.
Revenue
and Cost Recognition
The
Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue
or cost.
Related
Parties
Related
parties, which can be a corporation, individual, investor or another entity are considered to be related if the party has the
ability, directly or indirectly, to control the other party or exercise significant influence over the Company in making financial
and operating decisions. Companies are also considered to be related if they are subject to common control or common significant
influence. The Company has these relationships.
Recent
Authoritative Accounting Pronouncements
The
Company has reviewed the Accounting Standards Updates through ASU No. 2016-17 and these updates have no current applicability
to the Company or their effect on the financial statements would not have been significant.
JADE GLOBAL HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 2017
NOTE
3. INCOME TAXES
The Financial Accounting Standards Board
(FASB) has issued FASB ASC 740-10. This standard requires a company to determine whether it is more likely than not that a tax
position will be sustained will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-
not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.
As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance
with recognition and measurement standards established by FASB ASC 740-10, and did not have any material unrecognized tax benefits
as of March 31, 2017 and March, 31, 2016, respectively.
The Company files tax returns in the U.S.
federal jurisdiction and the state of Florida. Our policy is to recognize interest and penalties related to uncertain tax positions
in income tax expense. During the twelve months ended March 31, 2017, the Company did not recognize expense for interest or penalties
related to income tax, and does not have any amounts accrued at March 31, 2017, as the Company does not believe it has taken any
uncertain tax positions.
Deferred
taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating
loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences
are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced
by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates
on the date of enactment.
At
March 31, 2017, the Company had net operating loss carryforwards of approximately $703,911, which may be offset against future
taxable income through 2037. No tax benefit has been reported in the financial statements because the potential tax benefits of
the net operating loss carryforwards of approximately $246,369 are offset by a valuation allowance of the same amount.
Due
to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting
purposes are subject to annual limitations. As a result of the change in majority ownership, net operating loss carryforwards
may be limited as to future use.
NOTE
4. STOCKHOLDERS' DEFICIT
Preferred
Stock
There
are 10,000,000 Preferred Shares at $0.0001 par value authorized with none issued and outstanding at March 31, 2017 and March 31,
2016.
Common
Stock
There are 25,000,000 Common shares
at $0.0001 par value authorized with 12,000383 and 500,032 shares issued and outstanding at March 31, 2017 and March 31, 2016,
respectively.
JADE GLOBAL HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 2017
NOTE
4. STOCKHOLDERS’ DEFICIT –
Continued
On October 3, 2014, the Company's
board of directors approved a forward stock split by way of a stock dividend of two (2) authorized but unissued shares of its
common stock on each one (1) issued and outstanding share of its common
stock
held by shareholders of record as of November 10, 2014. The payment date for the stock dividend was November 10, 2014, as
determined by the Financial Industry Regulatory Authority (FINRA). Upon the payment of the stock dividend, the Company had
300,000,000 issued and outstanding shares of common stock, which represents an increase of 200,000,000 shares over its prior
total of 100,000,000 issued and outstanding shares of common stock.
On
February 26, 2016, the Board of Directors of the Company approved Articles of Amendment to our Articles of Incorporation which
affected a reverse stock split of our issued and outstanding common stock on a thirty (30) old for one (1) new basis. No cash
was paid or distributed as a result of the forward stock split and no fractional shares were issued. All fractional shares, which
would otherwise be required to be issued as a result of the stock split, were rounded up to the nearest whole share. There was
no change in the par value of our common stock.
On December 27, 2016, the Board of Directors
of the Company approved Articles of Amendment to our Articles of Incorporation which increased the Company’s authorized common
shares from 16,666,667 shares, par value $0.0001 to 25,000,000 common shares, par value $0.0001 and affected a reverse stock split
of our issued and outstanding common stock on a twenty (20) old for one (1) new basis. No cash was paid or distributed as a result
of the reverse stock split and no fractional shares were issued. All fractional shares, which would otherwise be required to be
issued as a result of the stock split, were rounded up to the nearest whole share, resulting in an additional 984 shares being
issued. There was no change in the par value of our common stock. The split is reflected retrospectively in the accompanying financial
statements.
On March 13, 2017, the Company sold 9,764,009
common shares at US$0.0922 per share.
On March 13, 2017, our CEO converted a
loan in the amount of $160,000 into 1,735,358 shares of common stock at a price of $0.0922 per share.
There
are 25,000,000 common shares at $0.0001 par value authorized with 12,000,383 shares issued and outstanding at March 31, 2017.
NOTE 5. RELATED PARTY TRANSACTIONS AND
DUE TO RELATED PARTY
The
officers and directors of the Company are involved in business activities outside of the Company and may, in the future, become
involved in other business opportunities that become available. They may face a conflict in selecting between the Company and
other business interests. The Company has not formulated a policy for the resolution of such conflicts.
Effective
December 27, 2016, the former CEO of the Company resigned and a new director was appointed for the position.
In connection with a certain Stock Purchase
Agreement between the Company, the CEO and several purchasers, the previous CEO of the company forgave $139,881 of advances to
the Company. The Company classified the $139,881 as a capital contribution. Also in connection with the Stock Purchase Agreement,
the sole officer and director of the Company resigned and new officers and directors were appointed to the positions of President
and CEO, Treasurer and CFO, and Secretary.
On December 27, 2016, the Company’s
CEO loaned the Company $160,000 to fund operations. The loan was due on demand and bore no interest. On March 17, 2017, the loan
was converted into 1,735,358 shares of common stock at a price of $0.0922 per share.
During the year ended March 31, 2017, $30,000
in consulting fees were paid to EverAsia Financial Group, Inc, a company beneficially owned or controlled by Scott Silverman, our
Chief Financial Officer and Director.
During the year ended March 31, 2017, $39,000
in consulting fees were paid to Forbstco International, LLC, a company beneficially owned or controlled by Min Shi, our Secretary
and Director.
The Company owed $2,636 and $123,001 to
Related Parties at March 31, 2017 and March 31, 2016 respectively.
JADE GLOBAL HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS
March 31, 2017
NOTE
6. CONCENTRATIONS OF RISKS
Cash
Balances
The Company maintains its cash in institutions
insured by the Federal Deposit Insurance Corporation (FDIC). All other deposit accounts at FDIC-insured institutions were insured
up to at least $250,000 per depositor until December 31, 2009. On April 1, 2010, FDIC deposit insurance for all deposit accounts,
except for certain retirement accounts, returned to $250,000 per depositor. Insurance coverage for certain retirement accounts,
which include all IRA deposit accounts, will remain at $250,000 per depositor. Our cash balance at March 31, 2017 was in excess
of the FDIC insurance threshold.
NOTE
7. COMMITMENT
On
September 11, 2013, the Company entered into a licensing agreement with Social Media Broadcasts (SMB) Limited wherein the Company
will have the right to the sales and marketing of the Klarity Analytic Dashboard in Canada, the United States and the United Kingdom
(including the Republic of Ireland) for an initial period of two years and for successive periods of one year each upon mutual
agreement. Pursuant to the terms of the licensing agreement the Company shall pay to Social Media Broadcasts the following license
fees:
|
(a)
|
an initial
nonrefundable fixed fee of US$300,000 payable in installments over 3 years;
|
|
|
|
|
(b)
|
an annual technical
support fee of US$60,000; and
|
|
|
|
|
(c)
|
a 20% royalty payment
on all sales of Klarity.
|
The
Company's social media tools and solutions will enable advertisers, publishers and agencies in the U.S. and U.K. markets to gather
deep social intelligence, generate true engagement and simplify promotional management. The Company's current offering as a result
of the license agreement, Klarity, is a comprehensive and robust social analytics dashboard available. Klarity provides detailed
comparative metrics from the widest range of social platforms, and provides the added uniqueness for Western marketers to gain
insights into the social behavior of Asian consumers.
The
Company's former CEO is also the CEO of Social Media Broadcasts (SMB) Limited.
The
Company suspended the business venture relating to the SMB licensing agreement.
The
Company was unable to make any of the SMB licensing agreement payments as required under the agreement. As a result, effective
October 28, 2015 the Company and SMB consented to a cancellation and termination of the licensing agreement.
NOTE
8. SUBSEQUENT EVENTS
Management
has evaluated subsequent events through the date these financial statements were issued. Based on our evaluation no events have
occurred that require disclosure.