UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10
GENERAL
FORM FOR REGISTRATION OF SECURITIES
Pursuant
to Section 12(b) or (g) of The Securities Exchange Act of 1934
GUSHEN
INC.
(Exact
name of Registrant as specified in its charter)
|
Nevada
|
|
47-3413138
|
(State
of
Incorporation)
|
|
(I.R.S.
Employer
Identification
No.)
|
|
The
Troika, Lot 202 Level 2, Tower B, 19 Persiaran KLCC,
The
Troika, 50450, Kuala Lumpur, Malaysia
|
|
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Securities
to be registered pursuant to Section 12(b) of the Act:
None.
Securities
to be registered pursuant to Section 12(g) of the Act:
Title
of Each Class to be Registered
Common
Stock, par value $0.0001 per share
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.
|
Large
accelerated filer
|
[ ]
|
|
Accelerated
filer
|
[ ]
|
|
|
|
|
|
|
|
Non-accelerated
filer
|
[ ]
|
|
Smaller
reporting company
|
[X]
|
EXPLANATORY
NOTE
We
are filing this General Form for Registration of Securities on Form 10 to register our common stock, par value $0.0001 per share
(the “Common Stock”), pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
Once
this registration statement is deemed effective, we will be subject to the requirements of Regulation 13A under the Exchange Act,
which will require us to file annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, and
we will be required to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements
pursuant to Section 12(g) of the Exchange Act.
Unless
otherwise noted, references in this registration statement to the “Registrant,” the “Company,” “we,”
“our” or “us” means Gushen, Inc.
FORWARD
LOOKING STATEMENTS
There
are statements in this registration statement that are not historical facts. These “forward-looking statements” can
be identified by use of terminology such as “believe,” “hope,” “may,” “anticipate,”
“should,” “intend,” “plan,” “will,” “expect,” “estimate,”
“project,” “positioned,” “strategy” and similar expressions. You should be aware that these
forward-looking statements are subject to risks and uncertainties that are beyond our control. For a discussion of these risks,
you should read this entire Registration Statement carefully, especially the risks discussed under the section entitled “Risk
Factors.” Although management believes that the assumptions underlying the forward looking statements included in this Registration
Statement are reasonable, they do not guarantee our future performance, and actual results could differ from those contemplated
by these forward looking statements. The assumptions used for purposes of the forward-looking statements specified in the following
information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative,
industry, and other circumstances. As a result, the identification and interpretation of data and other information and their
use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent
that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly,
no opinion is expressed on the achievability of those forward-looking statements. In light of these risks and uncertainties, there
can be no assurance that the results and events contemplated by the forward-looking statements contained in this Registration
Statement will in fact transpire. You are cautioned to not place undue reliance on these forward-looking statements, which speak
only as of their dates. We do not undertake any obligation to update or revise any forward-looking statements.
TABLE
OF CONTENTS
Item
1.
Business
.
Business
Overview
Gushen,
Inc., a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on March 9, 2015.
Gushen, Inc. is a holding Company operating through its wholly owned
subsidiary, Gushen Holding Limited.
Gushen
Holding Limited was incorporated in Seychelles, however at this time any and all physical operations take place in Hong Kong initially
and now in Malaysia.
On
August 5, 2016, the Company acquired a Hong Kong company, namely Gushen Credit Limited, with a money lender license registered
according to Cap163 Money Lenders Ordinance of Hong Kong. Due to the keen competition and high rental expense in Hong Kong, on
April 27, 2017, the Company decided to dispose the asset for a consideration of $105,000 and ceased the business in Hong Kong.
On
April 28, 2017, the Company, through its subsidiary Gushen Holding Limited, sold two (2) ordinary shares of Gushen Credit Limited
to a third party, representing 100% of ownership for a consideration of $0.26. The Company
with
effect from April 28, 2017, ceased to carry on money lending business in Hong Kong.
Gushen
is a developmental stage company that intends to provide managerial and IT support to start-ups as well as SME (small and medium
enterprises) to assist them in their early stages of operations as they expand and grow their own company. The Company attempts
to assist the SMEs which are recently established and at an early stage of operations, but will not participate in board of the
SMEs or making business decision.
Gushen
will attempt to assist companies that are just getting off the ground and that are at an early stage of operations, but will not
rule out business that are a little further along. The primary purpose behind focusing on companies at this early stage of development
will be for Gushen to establish and nurture long-term lasting relationships with our clients as they grow and develop. Gushen
will target companies located in Malaysia.
For
business activities, the Company offers the following IT and managerial services to clients:
|
|
●
|
Information
systems planning and design
|
|
|
|
|
|
|
●
|
Computer
hardware and software evaluation
|
|
|
|
|
|
|
●
|
Selection
and implementation of various technologies
|
|
|
|
|
|
|
●
|
Internet
and web site strategy
|
|
|
|
|
|
|
●
|
Alternative
to hiring full-time IT professionals
|
|
|
|
|
|
|
●
|
Guidance
and counsel related to management and business operations
|
|
|
|
|
|
|
●
|
Assistance
related to effective cost control
|
|
|
|
|
|
|
●
|
Handling
of minor business dilemmas
|
|
|
|
|
|
|
●
|
Provision
of education and training to clients’ staff
|
|
|
|
|
|
|
●
|
Advisory
to clients’ existing human resources department
|
Business
plan
One
of the largest hurdles for a new company to overcome on their path to profitability is inexperienced management. Many business
owners have excellent ideas and a certain area of expertise, but that does not mean that they have the business experience to
properly operate and head towards long term success without assistance. Gushen intends to provide that assistance in terms of
the human capital necessary to cultivate the business and operations of clients so that they may reach a higher level of success
and profitability.
Gushen
intends to provide business and technology services and solutions to capital and commodity market participants, intermediaries
and regulators. Our offerings will help our clients to grow and enhance their organizations, create robust and transparent infrastructures,
manage operating costs, and foster innovation.
In
order to achieve these goals Gushen intends to hire select candidates from a pool of highly qualified individuals with the experience
and competency needed to succeed in a constantly changing business environment. In particular, the Company will focus upon individuals
who are bilingual in order to allow us to conduct operations both domestically and internationally. We believe that focusing upon
a single nation is a mistake as business continue their push towards globalization. Gushen, Inc. intends to retain relevance by
offering services to businesses of as many foreign countries as possible. In the interest of attracting and maintaining this diverse
personnel Gushen intends to use job seeker websites and various other internet job search engines to fill the vacant positions
within the company.
Business
activities
IT
support services
“A
lower-level, in-house IT salary ranges from $50,000 to $80,000 with salaries considerably higher for specialized techs,”
said Jason Kelly, director of customer success at security firm KnowBe4. “The break point for a company to hire an in-house
IT person usually kicks in between 25 and 50 staff.”
We
believe one of our most important services will be our small business IT support program. While it would be ideal to have IT professionals
in-house to help with day-to-day computer support issues, it would also be prohibitively costly for many smaller companies. Gushen
offers an affordable alternative to hiring full-time IT professionals. Whether you need an IT support tech to diagnose a problem,
or want expert IT management to develop a technology path forward for the company, Gushen intends to hire highly skilled information
technology professionals who can serve as your business’ IT team without the prohibitive costs associated with a full-time
employee. We plan to provide top-tier, certified small business tech support without the high costs and hassle of managing things
in-house. Our IT consulting services may include, but will not be limited to, information systems planning and design, computer
hardware and software evaluation, selection and implementation of various technologies, and internet and web site strategy.
Managerial
support
Our
primary area of assistance will almost invariably be providing managerial assistance to our clients. There will likely be other
areas of assistance included in every agreement but this is the one area around which all of our other services will revolve.
Managerial assistance in these instances means, among other things, that through our directors, officers and employees we will
provide significant guidance and counsel regarding the management, operations, business objectives, and policies of our client
companies. That can include the preparation and implementation of business and marketing plans if desired. We will also place
a heavy emphasis upon the operations process and workflow analysis. Oftentimes with a bit of direction from an experienced source
a new company will skip the awkward learning stage commonly associated with an owner new to the business environment figuring
out how to conduct operations. With Gushen such worries will be alleviated by our planned skillful and professional team of individuals
who can provide assistance to companies in virtually every field of business.
Gushen
intends to assist any future clients through various methods beyond just capital support, although that may be included. The Company
believes that through offering exemplary service and professional assistance that we will be able to reduce the costs incurred
by our clients and accelerate their progress towards bringing their business to the public marketplace. This will be done primarily
through managerial assistance, marketing resources, and technological collaboration. In addition, Gushen intends to teach clients
how to explore cost effective manners of achieving their goals and thereby increase profitability and save capital that could
best be used to suit their other business purposes.
Many
smaller companies face the largely unanticipated hurdle of dealing with minor business dilemmas not associated with their core
business operations. This can include providing services like receipt of letters and envelops, mailing, scheduling, accounting
and payroll, preparation of minutes or resolutions, etc. Of course it is not limited to these examples, but overall the minor
everyday details that can go into operating a small business are often completely unanticipated and business owners are not prepared
to deal with them. Gushen intends to provide the support for these clients and assist them in these everyday processes, or if
desirable may even opt to handle these minor details for our clients.
Sometimes
just educating a managerial staff is not adequate to meet the high level of requirements many businesses in particularly competitive
environments demand. In these cases, and upon request by other smaller business entities, we will assist with the education and
training of various members of our clients’ staff so that they may achieve the level of competence required to perform their
tasks optimally. This will most likely be accomplished through connecting the employee with a third party educational institution,
assisting with the selection of coursework and tailoring the program to the needs of the individual and company as a whole.
For
our more mid-sized clients we anticipate it will be necessary to shift our focus from broad managerial training to more specialized
services. To this end we will have a unique offering in place to advise, and improve upon, the company’s existing human
resources department. Unfortunately, so many companies fail because of lawsuits, human rights violations, harassment of various
nature, and any number of offenses that could be prevented by a well informed and prepared human resources department. Through
providing the tools necessary for human resources to educate their employees, and the knowledge base our future staff will provide
to help human resource departments handle emerging problems in the most effective and expedient manner for their parent company
we hope to minimize work related incidents and help our clients focus upon what should be most important: their business.
In
some cases, all that’s stopping a company from achieving the next level of profitability is the simple fact that they are
struggling to raise the funds needed to progress their business. We know it can be intimidating to use a crowd funding source
where shares of a company are sold to investors, but here at Gushen we aim to educate our clients and help them see why this may
be the ideal solution to address all of their capital requirements. Our director’s know how to get a business on a crowd
funding intermediary, how to ensure that management retains control of the company no matter how much common stock is sold, and
how to maximize the profits of any equity offering. Our staff will be able to simplify the process significantly, and help any
company make a strong attempt at meeting their capital requirements. At present, however, we do not have a formalized process
through which we will take our clients on a crowdfunding platform and our assistance will be limited to an advisory capacity.
It
should be noted we are not engaging in any crowdfunding business and will not be profiting off of any monies raised through our
future clients’ potential crowdfunding campaigns. We may, however, in an advisor capacity, assist future clients with listing
their companies on such platforms in order to raise funds. The knowledge our current officers and directors have of crowdfunding
is very limited and limited only to the research that they have conducted through online search engines as to how crowdfunding
works on varying platforms. Our involvement as advisors to our future clients relating to crowdfunding is aspirational in nature.
In
short, Gushen is essentially going to be a one stop shop for all the needs of a growing or emerging business. We intend to assist
by providing managerial training, IT support, education and training of staff, and so much more. In the ever evolving global marketplace
it’s important to take any advantage you can to get your company’s name out there. While many competitors are struggling
to find their footing and develop their path to success, here at Gushen we’ve done all the heavy lifting already and can
give any existing business a leg up above the competition with the assistance of our skilled, highly educated, and professional
staff of business experts.
Marketing
In
order to be successful and acquire clients, Gushen intends to use various online marketing platforms to spread awareness of our
services and find interested customers. In addition, we may use more traditional methods by placing advertisements in print and
paper magazines and newspapers. Once a sizeable client base has been acquired it is important that every single one feel that
they are a priority to our Company and to that end we intend to increase our staff as our workload increases in order to ensure
that every customer is receiving exemplary service and sufficient attention for their varying needs.
Competition
The
industry in which Gushen competes is highly competitive. Many Companies offer similar services to assist with management and IT
support. We may be at a substantial disadvantage to our competitors who have more capital than we do to carry out operations and
marketing efforts. We hope to maintain our competitive advantage by utilizing the experience, knowledge, and expertise of our
current staff as well as offering exemplary our customer service.
Seasonality
Our
business is not subject to seasonality.
Customers
For
the year ended April 30, 2017, the Company has not generated any revenue.
Employees
As
of April 30, 2017 we have three employees, who are our directors of the Company.
Currently,
our Officers and Directors each have the flexibility to work on our business up to 25 to 30 hours per week.
We
do not presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we
may adopt plans in the future. There are presently no personal benefits available to our officers or director.
During
the initial implementation of our business plan, we intend to hire independent consultants to assist in the development and execution
of our business operations.
Government
regulation
We
are subject to the laws and regulations of the jurisdictions in which we operate, which may include business licensing requirements,
income taxes and payroll taxes. In general, the development and operation of our business is not subject to special regulatory
and/or supervisory requirements.
Item
1A.
Risk Factors
.
Please
consider the following risk factors and other information in this prospectus relating to our business before deciding to invest
in our common stock.
This
offering and any investment in our common stock involves a high degree of risk. You should carefully consider the risks described
below and all of the information contained in this prospectus before deciding whether to purchase our common stock. If any of
the following risks actually occur, our business, financial condition and results of operations could be harmed. The trading price
of our common stock could decline due to any of these risks, and you may lose all or part of your investment.
We
consider the following to be the material risks for an investor regarding this offering. Our company should be viewed as a high-risk
investment and speculative in nature. An investment in our common stock may result in a complete loss of the invested amount.
An
investment in our common stock is highly speculative, and should only be made by persons who can afford to lose their entire investment
in us. You should carefully consider the following risk factors and other information in this report before deciding to become
a holder of our common stock. If any of the following risks actually occur, our business and financial results could be negatively
affected to a significant extent.
Risks
Relating to Our Company and Our Industry
We
will require additional funds in the future to achieve our current business strategy and our inability to obtain funding will
cause our business to fail.
We
will need to raise additional funds through public or private debt or equity sales in order to fund our future operations and
fulfill contractual obligations in the future. These financings may not be available when needed. Even if these financings are
available, it may be on terms that we deem unacceptable or are materially adverse to your interests with respect to dilution of
book value, dividend preferences, liquidation preferences, or other terms. Our inability to obtain financing would have an adverse
effect on our ability to implement our current business plan and develop our products, and as a result, could require us to diminish
or suspend our operations and possibly cease our existence.
Even
if we are successful in raising capital in the future, we will likely need to raise additional capital to continue and/or expand
our operations. If we do not raise the additional capital, the value of any investment in our Company may become worthless. In
the event we do not raise additional capital from conventional sources, it is likely that we may need to scale back or curtail
implementing our business plan.
Technology
is constantly undergoing significant changes and evolutions and it is imperative that we keep up with an ever changing technological
landscape in order to ensure the continued viability of our IT support services.
Our
industry is categorized by rapid technological progression and ever increasing innovation. While we believe ourselves to have
the competency to aid our clients in all aspects of IT support we will need to constantly work on improving our current assets
in order to keep up with technological advances that will almost certainly occur. Should we fail to do so our business may be
adversely affected and in the worst possible scenario we may have to cease operations altogether if we do not adapt to the constant
changes that occur in the way business is conducted.
We
currently operate exclusively through are wholly owned subsidiary, Gushen Holding, Limited, a Company incorporated in Seychelles,
which at this time operates in Hong Kong. Because the rights of shareholders under Seychelles and Hong Kong law differ from those
under U.S. law, you may have difficulty protecting your shareholder rights.
We
conduct all of our business operations through our wholly owned subsidiary Gushen Holding Limited, a Seychelles Company that operates
in Hong Kong. The rights of shareholders and the responsibilities of management and the members of the board of directors under
both Seychelles and Hong Kong law are different from those applicable to a corporation incorporated in the United States. As a
shareholder you may have difficulty protecting your shareholder rights since our wholly owned subsidiary, which we operate through
exclusively through at this time, is not a U.S. Company.
U.S.
investors may experience difficulties in attempting to effect service of process and to enforce judgments based upon U.S. federal
securities laws against the company and its non-U.S. resident directors and senior officers.
All
of our directors and senior officers are non-residents of the United States. Our Director Cheung Yat Kit, as well as our Chief
Executive Officer, Chief Financial Officer, and Director Huang Pin Lung, reside in Hong Kong .Consequently, it may be difficult
for investors to effect service of process on any of them in the United States and to enforce judgments obtained in United States
courts against them based on the civil liability provisions of the United States securities laws. Since all our assets are located
in Hong Kong it may be difficult or impossible for U.S. investors to collect a judgment against us. As well, any judgment obtained
in the United States against us may not be enforceable in the United States.
If
we fail to attract and retain highly skilled IT professionals, we may not have the necessary resources to properly staff projects,
and failure to successfully compete for such IT professionals could materially adversely affect our ability to provide high quality
services to our clients.
Our
success depends largely on the contributions of our IT professionals and our ability to attract and retain qualified IT professionals.
Competition for IT professionals in the markets in which we operate can be intense and, accordingly, we may not be able to retain
or hire all of the IT professionals necessary to meet our ongoing and future business needs. Any reductions in headcount for economic
or business reasons, however temporary, could negatively affect our reputation as an employer and our ability to hire IT professionals
to meet our business requirements.
A
significant increase in the attrition rate among IT professionals with specialized skills could decrease our operating efficiency
and productivity and could lead to a decline in demand for our services. The competition for highly-skilled IT professionals may
require us to increase salaries, and we may be unable to pass on these increased costs to our clients.
In
addition, our ability to obtain and maintain future business will depend, in large part, on our ability to attract, train and
retain skilled IT professionals, including experienced management IT professionals, which enables us to keep pace with growing
demands for outsourcing, evolving industry standards and changing client preferences. If we are unable to attract and retain the
highly-skilled IT professionals we need, we may have to forgo future projects for lack of resources or be unable to staff projects
optimally. Our failure to attract, train and retain IT professionals with the qualifications necessary to fulfill the needs of
our future clients or to assimilate new IT professionals successfully could materially adversely affect our ability to provide
high quality services to our clients.
Our
success depends substantially on the continuing efforts of our senior executives and other key personnel, and our business may
be severely disrupted if we lose their services.
Our
future success heavily depends upon the continued services of our senior executives and other key employees. We currently do not
maintain key man life insurance for any of the senior members of our management team or other key personnel. If one or more of
our senior executives or key employees are unable or unwilling to continue in their present positions, it could disrupt our business
operations, and we may not be able to replace them easily or at all. In addition, competition for senior executives and key personnel
in our industry is intense, and we may be unable to retain our senior executives and key personnel or attract and retain new senior
executives and key personnel in the future, in which case our business may be severely disrupted.
If
any of our senior executives or key personnel joins a competitor or forms a competing company, we may lose clients, suppliers,
know-how and key IT professionals and staff members to them. Also, if any of our business development managers, who generally
keep a close relationship with our clients, joins a competitor or forms a competing company, we may lose clients, and our revenues
may be materially adversely affected. Additionally, there could be unauthorized disclosure or use of our technical knowledge,
practices or procedures by such personnel. If any dispute arises between our senior executives or key personnel and us, any non-competition,
non-solicitation and non-disclosure agreements we have with our senior executives or key personnel might not provide effective
protection to us.
We
operate in a competitive environment, and if we are unable to compete with our competitors, our business, financial condition,
results of operations, cash flows and prospects could be materially adversely affected.
IT
and managerial support is a highly competitive industry, and we face competition from numerous companies that offer similar services
to our own. If we are not able to compete effectively with our competitors, we may not be able to attract new business or retain
any business we do acquire in the future. It is imperative that we make every attempt to remain at the forefront of our industry
and offer high quality service to ensure that we remain viable going into the future. A competitive environment could materially
adversely affect our business, financial condition, results of operations, cash flows and prospects.
Because
we are a small company and do not have much capital, our marketing campaign may not be enough to attract sufficient clients to
operate profitably. If we do not make a profit, we will suspend or cease operations.
Due
to the fact we are small and do not have much capital, we must limit our marketing activities and may not be able to make our
product known to potential customers. Because we will be limiting our marketing activities, we may not be able to attract enough
customers to operate profitably. If we cannot operate profitably, we may have to suspend or cease operations.
We
expect our quarterly financial results to fluctuate.
We
expect our net sales and operating results to vary significantly from quarter to quarter due to a number of factors, including
changes in:
●
Demand for managerial and IT support services;
●
Our ability to retain existing customers or encourage repeat purchases;
●
General economic conditions;
●
Advertising and other marketing costs;
As
a result of the variability of these and other factors, our operating results in future quarters may be below the expectations
of public market analysts and investors
Our
future success is dependent, in part, on the performance and continued service of Huang Pin Lung, our President CEO, CFO and Director.
Without his continued service, we may be forced to interrupt or eventually cease our operations.
We
are presently dependent to a great extent upon the experience, abilities and continued services of Huang Pin Lung, our President,
CEO, CFO and Director. We currently do not have an employment agreement with Mr. Huang. The loss of his services would delay our
business operations substantially.
Our
future success is dependent on our implementation of our business plan. We have many significant steps still to take.
Our
success will depend in large part in our success in achieving several important steps in the implementation of our business plan,
including the following: development of clients, marketing our managerial and IT support services, implementing order processing
and customer service capabilities, and management of the business processes. If we are not successful, we will not be able to
fully implement or expand our business plan.
If
we cannot effectively increase and enhance our sales and marketing capabilities, we may not be able to increase our revenues.
We
need to develop our sales and marketing capabilities to support our commercialization efforts. If we fail to develop our marketing
and sales force, we may not be able to enter new or existing markets. Failure to recruit, train and retain new sales personnel,
or the inability of our new sales personnel to effectively market and sell our products, could impair our ability to gain market
acceptance of our products.
The
recently enacted JOBS Act will allow the Company to postpone the date by which it must comply with certain laws and regulations
intended to protect investors and to reduce the amount of information provided in reports filed with the SEC.
The
recently enacted JOBS Act is intended to reduce the regulatory burden on “emerging growth companies”. The Company
meets the definition of an “emerging growth company” and so long as it qualifies as an “emerging growth company,”
it will, among other things:
-be
exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting
firm provide an attestation report on the effectiveness of its internal control over financial reporting;
-be
exempt from the “say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain
executive officers) and the “say on golden parachute” provisions (requiring a non-binding shareholder vote to approve
golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations)
of The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and certain disclosure requirements
of the Dodd-Frank Act relating to compensation of Chief Executive Officers;
-be
permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”) and instead provide a reduced level of disclosure concerning
executive compensation; and
-be
exempt from any rules that may be adopted by the Public Company Accounting Oversight Board (the “PCAOB”) requiring
mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements.
Although
the Company is still evaluating the JOBS Act, it currently intends to take advantage of all of the reduced regulatory and reporting
requirements that will be available to it so long as it qualifies as an “emerging growth company”. The Company has
elected not to opt out of the extension of time to comply with new or revised financial accounting standards available under Section
102(b)(1) of the JOBS Act. Among other things, this means that the Company’s independent registered public accounting firm
will not be required to provide an attestation report on the effectiveness of the Company’s internal control over financial
reporting so long as it qualifies as an “emerging growth company”, which may increase the risk that weaknesses or
deficiencies in the internal control over financial reporting go undetected. Likewise, so long as it qualifies as an “emerging
growth company”, the Company may elect not to provide certain information, including certain financial information and certain
information regarding compensation of executive officers, which would otherwise have been required to provide in filings with
the SEC, which may make it more difficult for investors and securities analysts to evaluate the Company. As a result, investor
confidence in the Company and the market price of its common stock may be adversely affected.
Notwithstanding
the above, we are also currently a “smaller reporting company”, meaning that we are not an investment company, an
asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public
float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. In
the event that we are still considered a “smaller reporting company”, at such time are we cease being an “emerging
growth company”, the disclosure we will be required to provide in our SEC filings will increase, but will still be less
than it would be if we were not considered either an “emerging growth company” or a “smaller reporting company”.
Specifically, similar to “emerging growth companies”, “smaller reporting companies” are able to provide
simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley
Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal
control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among
other things, being required to provide only two years of audited financial statements in annual reports. Decreased disclosures
in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may
make it harder for investors to analyze the Company’s results of operations and financial prospects.
We
are an “emerging growth company” under the JOBS Act of 2012, and we cannot be certain if the reduced disclosure requirements
applicable to emerging growth companies will make our common stock less attractive to investors.
We
are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from
various reporting requirements that are applicable to other public companies that are not “emerging growth companies”
including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions
from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute
payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely
on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market
for our common stock and our stock price may be more volatile.
In
addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards
would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying
with new or revised accounting standards. As a result, our financial statements may not be comparable to those of companies that
comply with public company effective dates.
We
will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues
exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of
our common stock that is held by non-affiliates exceeds $700 million.
As
we are a publicly reporting company, we will continue to incur significant costs in staying current with reporting requirements.
Our management will be required to devote substantial time to compliance initiatives. Additionally, the lack of an internal audit
group may result in material misstatements to our financial statements and ability to provide accurate financial information to
our shareholders.
Our
management and other personnel will need to devote a substantial amount of time to compliance initiatives to maintain reporting
status. Moreover, these rules and regulations, which are necessary to remain as an SEC reporting Company, will be costly as an
external third party consultant(s), attorney, or firm, may have to assist in some regard to following the applicable rules and
regulations for each filing on behalf of the company.
We
currently do not have an internal audit group, and we will eventually need to hire additional accounting and financial staff with
appropriate public company experience and technical accounting knowledge to have effective internal controls for financial reporting.
Additionally, due to the fact that our officer and directors have limited experience as an officer or director of a reporting
company, such lack of experience may impair our ability to maintain effective internal controls over financial reporting and disclosure
controls and procedures, which may result in material misstatements to our financial statements and an inability to provide accurate
financial information to our stockholders.
Moreover,
if we are not able to comply with the requirements or regulations as an SEC reporting company, in any regard, we could be subject
to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management
resources.
Our
Officer and Directors lack experience in and with the reporting and disclosure obligations of publicly-traded companies.
Our
President, CEO, CFO and Director Huang Pin Lung and Members of the Board of Directors Cheung Yat Kit and Yap Cheng Wah lack experience
in and with the reporting and disclosure obligations of publicly-traded companies and with serving as an Officer and or Director
of a publicly-traded company. Such lack of experience may impair our ability to maintain effective internal controls over financial
reporting and disclosure controls and procedures, which may result in material misstatements to our financial statements and an
inability to provide accurate financial information to our stockholders. Consequently, our operations, future earnings and ultimate
financial success could suffer irreparable harm due to our Officer’s and Directors’ ultimate lack of experience with
publicly-traded companies and their reporting requirements in general.
Risks
Relating to the Company’s Securities
We
may never have a public market for our common stock or may never trade on a recognized exchange. Therefore, you may be unable
to liquidate your investment in our stock.
There
is no established public trading market for our securities. Our shares are not and have not been listed or quoted on any exchange
or quotation system.
In
order for our shares to be quoted, a market maker must agree to file the necessary documents with the National Association of
Securities Dealers, which operates the OTCQB. In addition, it is possible that such application for quotation may not be approved
and even if approved it is possible that a regular trading market will not develop or that if it did develop, will be sustained.
In the absence of a trading market, an investor may be unable to liquidate their investment.
We
may, in the future, issue additional shares of our common stock, which may have a dilutive effect on our current stockholders.
Our
Certificate of Incorporation authorizes the issuance of 600,000,000 shares of common stock, of which 29,018,750 shares are issued
and outstanding as of August 15, 2017. The future issuance of our common shares may result in substantial dilution in the percentage
of our common shares held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary
basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting
the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.
We
may issue shares of preferred stock in the future that may adversely impact your rights as holders of our common stock.
Our
Certificate of Incorporation authorizes us to issue up to 200,000,000 shares of preferred stock. Accordingly, our board of directors
will have the authority to fix and determine the relative rights and preferences of preferred shares, as well as the authority
to issue such shares, without further stockholder approval.
Our
preferred Stock will not have any dividend, conversion, liquidation, or other rights or preferences, including redemption or sinking
fund provisions. However, our board of directors could authorize the issuance of a series of preferred stock that would grant
to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders
of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption
of the common stock. To the extent that we do issue such additional shares of preferred stock, your rights as holders of common
stock could be impaired thereby, including, without limitation, dilution of your ownership interests in us. In addition, shares
of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removal of management
more difficult, which may not be in your interest as holders of common stock.
We
do not currently intend to pay dividends on our common stock and consequently, your ability to achieve a return on your investment
will depend on appreciation in the price of our common stock.
We
have never declared or paid any cash dividends on our common stock and do not currently intend to do so for the foreseeable future.
We currently intend to invest our future earnings, if any, to fund our growth. Therefore, you are not likely to receive any dividends
on your common stock for the foreseeable future and the success of an investment in shares of our common stock will depend upon
any future appreciation in its value. There is no guarantee that shares of our common stock will appreciate in value or even maintain
the price at which our stockholders have purchased their shares.
We
may be exposed to potential risks resulting from requirements under Section 404 of the Sarbanes-Oxley Act of 2002.
As
a reporting company we are required, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, to include in our annual report
our assessment of the effectiveness of our internal control over financial reporting. We do not have a sufficient number of employees
to segregate responsibilities and may be unable to afford increasing our staff or engaging outside consultants or professionals
to overcome our lack of employees.
We
do not currently have independent audit or compensation committees. As a result, our directors have the ability, among other things,
to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such
compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against
interested director transactions, conflicts of interest and similar matters and investors may be reluctant to provide us with
funds necessary to expand our operations.
State
Securities Laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell Shares.
Secondary
trading in our common stock may not be possible in any state until the common stock is qualified for sale under the applicable
securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals,
is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the
secondary trading of, the common stock in any particular state, the common stock cannot be offered or sold to, or purchased by,
a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock,
the liquidity for the common stock could be significantly impacted.
Our
shareholders can only resell securities through reliance on Rule 144 (i), should it be available, or registration under Section
5 of the Securities Act of 1933, Section 4(1).
The
securities sold in this offering can only be resold through registration under Section 5 of the Securities Act of 1933, through
the exemption from registration under Section 4(1) for non-affiliates (if available) or by meeting the conditions of Rule 144(i).
Pursuant
to Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), a “shell company” is defined as a
company that has no or nominal operations; and, either no or nominal assets; assets consisting solely of cash and cash equivalents;
or assets consisting of any amount of cash and cash equivalents and nominal other assets. As such, because we have nominal assets,
we are still considered a “shell company” pursuant to Rule 144 and as such, sales of our securities pursuant to Rule
144 are not able to be made until we have ceased to be a “shell company” and we are subject to Section 13 or 15(d)
of the Securities Exchange Act of 1934, as amended, and have filed all of our required periodic reports for at least the previous
one year period prior to any sale pursuant to Rule 144; and a period of at least twelve months has elapsed from the date “Form
10 information” (i.e., information similar to that which would be found in a Form 10 Registration Statement filing with
the SEC has been filed with the Commission reflecting the Company’s status as a non-”shell company.” Because
none of our non-registered securities can be sold pursuant to Rule 144, until one year after filing Form 10 like information with
the SEC any non-registered securities we sell in the future or issue to consultants or employees, in consideration for services
rendered or for any other purpose will have no liquidity until and unless such securities are registered with the Commission and/or
until 12 months after we cease to be a “shell company” and have complied with the other requirements of Rule 144,
as described above.
Alternatively
to reliance on Rule 144, our shares can only be sold by non-affiliates should they be registered per Section 5 of the Securities
Act of 1933, Section 4(1).
As
a result of the above restrictions when reselling our shares, it may be harder for us to fund our operations and pay our consultants
with our securities instead of cash. Furthermore, it will be harder for us to raise funding through the sale of debt or equity
securities unless we agree to register such securities with the Commission, which could cause us to expend additional resources
in the future. Our status as a “shell company” could prevent us from raising additional funds, engaging consultants,
and using our securities to pay for any acquisitions (although none are currently planned), which could cause the value of our
securities, if any, to decline in value or become worthless.
Item
2.
Financial Information
.
The
following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated
financial statements and the notes to those financial statements appearing elsewhere in this Form 10.
Certain
statements in this Form 10 constitute forward-looking statements. These forward-looking statements include statements, which involve
risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth
strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of,
working capital. They are generally identifiable by use of the words “may,” “will,” “should,”
“anticipate,” “estimate,” “plan,” “potential,” “project,” “continuing,”
“ongoing,” “expects,” “management believes,” “we believe,” “we intend,”
or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties,
there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place
undue reliance on these forward-looking statements.
The
forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities
laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on
which the statements are made or to reflect the occurrence of unanticipated events.
Overview
Gushen,
Inc. (the “Company”) was incorporated on March 9, 2015 in the state of Nevada. The Company is a development stage
company with nominal operations. The principal activities of the Company is the provision of managerial assistance services including
administrative and IT support services for small and medium enterprises (“SMEs”) in their early stage of operations
through its subsidiary, Gushen Holding Limited, which is incorporated in the Republic of Seychelles. The Company attempts to assist
the SMEs which are recently established and at an early stage of operations, but will not participate in board of the SMEs or
making business decision. The primary purpose behind focusing on providing services to companies at this early stage of development
will be for the Company to establish and nurture long-term relationships with clients during their growth and development.
As
of April 30, 2017 and April 30, 2016, our accumulated deficits were $68,245 and $34,505 respectively. Our stockholders’
equity were $48,605 and $82,345 respectively. We have not generated any revenue this year. Our losses were principally attributed
to general and administrative expenses such as audit and review fees, filing fees.
Results
of Operations
For
the year ended April 30, 2017 compared with the year ended April 30, 2016
Revenues
The
Company has not generated any revenue of $NIL for the year ended April 30, 2017 as compared to revenue of $3,800 for the year
ended April 30, 2016. The revenue in 2016 mainly represented the provision of IT consulting and support service based upon the
customer’s specifications.
General
and Administrative Expenses
General
and administrative expenses for the year ended April 30, 2017 amounted to $33,740 as compared to $34,304 for the year ended April
30, 2016, a slight decrease of $564. The expenses for the year ended April 30, 2017 and 2016 were primarily consisted of audit
and review fees, filing fees, and professional fees.
Net
Loss
The
net loss for the year was $33,740 for the year ended April 30, 2017 as compared to $32,304 for the year ended April 30, 2016.
The net loss mainly derived from the general and administrative expenses incurred. Furthermore, the reason for the loss was due
to no revenue being generated.
Liquidity
and Capital Resources
As
of April 30, 2017 we had working capital surplus of $48,605 consisting of cash and cash equivalents of $3,212 as compared to working
capital of $82,345 with cash and cash equivalents of $1,500,410 respectively as of April 30, 2016.
Net
cash used in operating activities for the year ended April 30, 2017 was $31,240 as compared to net cash used in operating activities
of $22,504 for the year ended April 30, 2016. The net cash used in operating activities for the year ended April 30, 2017 and
2016 were mainly for audit and review fees, filing fees, professional fees, and general expenses.
There
were no investing activities for the year ended April 30, 2017 and 2016 and hence net cash of investing activities for the year
ended April 30, 2017 and 2016 were $NIL.
Net
cash used in financing activities for the year ended April 30, 2017 was $1,465,958 as compared to net cash provided by financing
activities $1,463,265 for the year ended April 30, 2016. The net cash used in financing activities for the year ended April 30,
2017 were mainly attributed from advances to a director. The net cash provided by financing activities for the year ended April
30, 2016 were mainly attributed from advances from a director and proceeds from initial public offering.
The
revenues, if any, generated from our current business operations alone may not be sufficient to fund our operations or planned
growth. We will likely require additional capital to continue to operate our business, and to further expand our business. Sources
of additional capital through various financing transactions or arrangements with third parties may include equity or debt financing,
bank loans or revolving credit facilities. We may not be successful in locating suitable financing transactions in the time period
required or at all, and we may not obtain the capital we require by other means. Our inability to raise additional funds when
required may have a negative impact on our operations, business development and financial results.
Critical
Accounting Policies and Estimates
Use
of estimates
In
preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts
of assets and liabilities in the balance sheets, and revenues and expenses during the periods reported. Actual results may differ
from these estimates.
Cash
and cash equivalents
Cash
and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions
and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
Revenue
recognition
In
accordance with the Accounting Standard Codification Topic 605 “Revenue Recognition” (“ASC 605”), the
Company recognizes revenue when the following four criteria are met: (1) delivery has occurred or services rendered; (2) persuasive
evidence of an arrangement exists; (3) there are no continuing obligations to the customer; and (4) the collection of related
accounts receivable is probable.
Revenue
is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue.
The
Company derives its revenue from provision of IT consulting and support service based upon the customer’s specifications.
The services are billed either on a fixed-fee basis or on a time-and-material basis. Generally, the Company recognizes revenue
when services are performed and accepted by the customers.
Cost
of revenues
Cost
of revenues represented the purchase costs of computer hardware for re-sale to customer.
Income
taxes
The
provision of income taxes is determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC
740”). Under this method, 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 basis.
Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods
in which those temporary differences are expected to be recovered or settled. Any 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.
ASC
740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements
uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized
in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.
Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50%
likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant
facts.
The
Company did not have any unrecognized tax positions or benefits and there was no effect on the financial conditions or results
of operations for the year ended April 30, 2017 and 2016. The Company and its subsidiary are subject to local and various foreign
tax jurisdictions. The Company’s tax returns remain open subject to examination by major tax jurisdictions.
Net
loss per share
The
Company calculates net loss per share in accordance with ASC Topic 260 “Earnings per share”. Basic loss per share
is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss
per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional
common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional
common shares were dilutive.
Foreign
currencies translation
Transactions
denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates
prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional
currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting
exchange differences are recorded in the statements of operations.
The
reporting currency of the Company is United States Dollars (“US$”). The Company’s subsidiary in Seychelles maintains
its books and record in Hong Kong Dollars (“HK$”), which is functional currency as being the primary currency of the
economic environment in which the entity operates.
In
general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not the US$ are translated
into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the
balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting
from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive
income within the statement of stockholders’ equity.
Translation
of amounts from HK$ into US$1 has been made at the following exchange rates for the respective periods:
|
|
|
As
of and for
the year
ended
April 30, 2017
|
|
|
As
of and for the year ended
April 30, 2016
|
|
|
|
|
|
|
|
|
|
|
Year-end
/ average HK$ : US$1 exchange rate
|
|
|
7.75
|
|
|
|
7.75
|
|
Related
parties
Parties,
which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly,
to control the other party or exercise significant influence over the other party in making financial and operating decisions.
Companies are also considered to be related if they are subject to common control or common significant influence.
Fair
value of financial instruments
The
carrying value of the Company’s financial instruments: cash and cash equivalents, accounts payable and accrued liabilities,
and amount due to a director approximate at their fair values because of the short-term nature of these financial instruments.
The
Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”),
with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value
hierarchy that prioritizes the inputs used in measuring fair value as follows:
|
|
Level
1: Observable inputs such as quoted prices in active markets;
|
|
|
|
|
|
Level
2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
|
|
|
|
|
|
Level
3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
|
Fair
value estimates are made at a specific point in time based on relevant market information about the financial instrument. These
estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined
with precision. Changes in assumptions could significantly affect the estimates.
Recent
accounting pronouncements
The
Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption
of such any pronouncements may be expected to cause a material impact on its financial condition or the results of its operations,
as follow:
In
May 2014, the FASB issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (“ASU
2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”,
and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount that reflects
the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 is effective
for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early
adoption is not permitted. In August 2016, the FASB issued an Accounting Standards Update to defer by one year the effective dates
of its new revenue recognition standard until annual reporting periods beginning after December 15, 2017 (2018 for calendar-year
public entities) and interim periods therein. Management is currently assessing the impact of the adoption of ASU 2014-09 and
has not determined the effect of the standard on our ongoing financial reporting.
The
Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption
of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations
Off
Balance Sheet Arrangements
As
of April 30, 2017, we have no significant off balance sheet arrangements that have or are reasonably likely to have a current
or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to our stockholders.
Item
3.
Properties.
Our
principal executive office is located at The Troika, Lot 202 Level 2, Tower B, 19 Persiaran KLCC, The Troika, 50450 Kuala Lumpur,
Malaysia.
Item
4.
Security Ownership
of Certain Beneficial Owners and Management.
The
following table sets forth, as of April 30, 2017 certain information with regard to the record and beneficial ownership of the
Company’s common stock by (i) each person known to the Company to be the record or beneficial owner of more than 5% of the
Company’s common stock, (ii) each director of the Company, (iii) each of the named executive officers, and (iv) all executive
officers and directors of the Company as a group:
|
Title
of Class
|
|
Name
and Address of Shareholders
|
|
Amount
and Nature of Shareholders Ownership
|
|
|
Percent
of Class
|
|
|
|
|
Common Stock
|
|
Cheung
Yat Kit (i), (ii)
The Troika, Lot 202 Level 2, Tower B,
19 Persiaran KLCC, The Troika, 50450 Kuala Lumpur, Malaysia
|
|
|
10,500,000
|
|
|
|
36.18
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Huang Pin Lung
(i), (ii), (iii)
The Troika, Lot 202 Level 2, Tower B,
19 Persiaran KLCC, The Troika, 50450 Kuala Lumpur, Malaysia
|
|
|
9,000,000
|
|
|
|
31.01
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Yap Cheng Wah (ii),
(iii)
The Troika, Lot 202 Level 2, Tower B, 19 Persiaran
KLCC, The Troika, 50450 Kuala Lumpur, Malaysia
|
|
|
0
|
|
|
|
0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
All of the officers
and directors as a group (iv)
|
|
|
19,500,000
|
|
|
|
67.19
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
Cheung Ying Kit
(i)
The Troika, Lot 202 Level 2, Tower B, 19 Persiaran
KLCC, The Troika, 50450 Kuala Lumpur, Malaysia
|
|
|
9,000,000
|
|
|
|
31.01
|
%
|
|
(1)
|
Beneficial
ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting
or investment power with respect to securities. Beneficial ownership also includes shares of stock subject to options and
warrants currently exercisable or exercisable within 60 days of the date of this table. In determining the percent of common
stock owned by a person or entity as of the date of this Report, (a) the numerator is the number of shares of the class beneficially
owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and
conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock outstanding
on as of the date of this Form 10 (29,018,750 shares), and (ii) the total number of shares that the beneficial owner may acquire
upon exercise of the derivative securities. Unless otherwise stated, each beneficial owner has sole power to vote and dispose
of its shares.
|
|
|
|
|
(2)
|
Based
on the total issued and outstanding shares of 29,018,750 as of the date of this Annual Report.
|
Item
5.
Directors and
Executive Officers.
Our
executive officer’s and director’s and their respective ages as of the date hereof are as follows:
|
NAME
|
|
AGE
|
|
POSITION
|
|
Huang Pin Lung
|
|
41
|
|
President, Chief Executive
Officer, Chief Financial Officer, Director
|
|
Cheung Yat Kit
|
|
32
|
|
Director
|
|
Yap Cheng Wah
|
|
42
|
|
Chief Operating Officer, Director
|
Set
forth below is a brief description of the background and business experience of our executive officers and directors for the past
five years.
Huang
Pin Lung, President, Chief Executive Officer, Chief Financial Officer, Director
Mr.
Huang Pin Lung graduated from Taiwan Yung Ta Institute of Technology & Commerce with a major in Electronic Study. After his
graduation in 1994, Mr. Huang worked at QiSheng Enterprise Company, a small firm in Taiwan trading in stationary and toy products,
for 6 years. Mr. Huang was responsible for offering the company’s products at wholesale to school and colleges. During the
period spanning from 2002 to 2013, Mr. Huang served as president at Di Wei International Business Limited, a Taiwan firm focusing
on wholesale businesses and internet marketing. These businesses specialized in household products, cosmetics, groceries, etc.
During his tenure at Di Wei, Mr. Huang and his teams developed and promoted a new brand marketing concept- MT&GO, which combined
the concepts of marketing and capitalization. This concept allows franchisees to access all sales channels of the Franchiser Company,
using minimal franchising costs to maximize their return and minimize their risk. Starting from 2013 to present, Mr. Huang has
been serving as director of Gushen Investment Management Limited, a Hong Kong based limited liability company which focuses on
investment and consultancy services. The firm is cooperating with MIG Bank Asset Manager and overseas brokers on their investment
side, while assisting corporations with marketing planning and asset allocation. Since April 17, 2015, Mr. Huang has been serving
in Gushen Inc. as a member of the Board of Directors, President, Chief Executive Officer, and also Chief Financial Officer.
Cheung
Yat Kit, Director
Mr.
Cheung Yat Kit graduated from Hong Kong Institute of Vocation Education with a diploma in Construction. Mr. Cheung started his
career in a trading firm. From 2005 to 2008, he worked at Standard International (HK) Limited, which is an international trade
company operating in Hong Kong. Mr. Cheung entered as a project coordinator and got promoted to project manager before his exit.
Starting in 2009 Mr. Cheung served as project manager at First Asia Land Investment Limited. First Asia Land Investment Limited
is a Land Acquisition Agency with deep roots embedded in the construction industry within the New Territories area, one of the
regions in Hong Kong. Mr. Cheung was involved in the property related businesses including acquisition, development, management,
consulting, and investing. From 2013 to the present, Mr. Cheung has been serving as director and district manager of Gushen Investment
Management Limited, a Hong Kong based limited liability company which focuses on investment and consultancy services. Mr. Cheung
is responsible for the operations in Hong Kong. Since March 9, 2015, Cheung Yat Kit has been serving in Gushen Inc. as a member
of the Board of Directors.
Yap
Cheng Wah, Chief Operating Officer, Director
Mr.
Yap Cheng Wah has 20 years of experience in Property Industry, not only in Malaysia, also exposure to foreign countries like China,
Hong Kong, Taiwan, and others. Mr. Yap was graduated from Bradford University of United Kingdom, major in Business Administration,
and Yap’s family is running their own family business in Property Development & Construction line, Fock Wah Development.
This is the reason why Mr. Yap is so enthusiast about Property Market, and with his knowledge and experience learn in the University,
he always involve himself in the family business projects, contributing ideas and aspects. But because of family business has
had running more than 40 years in his hometown, Kuantan, and others siblings are running the operation, Mr Yap decided to explore
to the City, Kuala Lumpur. Mr. Yap started his first career job, beyond his family business after 6 years, in Goldmine Properties,
a Malaysia company specialized in real estate and properties development. Mr. Yap acted as a Manager and responsible for marketing
in Malaysia and Oversea property. After gaining experiences & exploration in this company for almost 4 years, Mr. Yap has
formed up his own business, Bildan Marketing Management, which specializes in his favourite industry, property real estate, property
development consultancy, oversea property marketing, property investment, and some other trading business. Mr. Yap served as Director
of Bildan Marketing Management. And in year 2012, he has formed another new company, Urban 21, which specializes in the same industry
as with Bildan Marketing Management. Urban 21 is expansion of Bildan Marketing Management. Until now, Mr. Yap is serving as Director
of Urban 21.
Since February 17, 2017 Yap Cheng
Wah has been serving in Gushen Inc. as a member of the Board of Directors.
Item
6.
Executive Compensation
.
The
following table sets forth information concerning the compensation of our Chief Executive Officer, and the executive officers
who served at the end of the year April 30, 2017, for services rendered in all capacities to us.
|
Summary
Compensation Table
|
|
|
Name
and Principle Position
|
|
|
Period
|
|
|
|
Salary
($)
|
|
|
|
Bonus
($)
|
|
|
|
Stock
Awards
($)
|
|
|
|
Option
Awards
($)
|
|
|
|
Non-
Equity Incentive Plan Compensation
($)
|
|
|
|
Non-qualified
Deferred Compensation Earnings
($)
|
|
|
|
All
Other Compensation ($)
|
|
|
|
Total
($)
|
|
|
Cheung Yat Kit, Director of the Company (1)
|
|
|
For
the year ended April 30, 2017
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
For
the year ended April 30, 2016
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huang Pin Lung,
President,
CEO, and Director of the Company(2)
|
|
|
For
the year ended April 30, 2017
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
For
the year ended April 30, 2016
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yap Cheng Wah,
COO
and Director of the Company(3)
|
|
|
For
the year ended April 30, 2017
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
For
the year ended April 30, 2016
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
(1)
|
Mr.
Cheung Yat Kit has been our director since Inception.
|
|
|
|
|
(2)
|
Mr.
Huang Pin Lung has been our president, chief executive officer, chief financial officer and a director since April 17, 2015
|
|
|
|
|
(3)
|
Mr.
Yap Cheng Wah has been our chief operating officer and a director since February 17, 2017
|
Narrative
Disclosure to Summary Compensation Table
There
are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.
Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do
not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors
or executive officers, except that stock options may be granted at the discretion of our board of directors from time to time.
We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate
such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change
of responsibilities following a change of control.
Stock
Option Grants
We
have not granted any stock options to our executive officers since our incorporation.
Compensation
of Directors
The
table below summarizes all compensation of our directors as of April 30, 2017.
|
Compensation
of Directors
|
|
Name
and Principle Position
|
|
|
Period
|
|
|
|
Salary
($)
|
|
|
|
Bonus
($)
|
|
|
|
Stock
Awards
($)
|
|
|
|
Option
Awards
($)
|
|
|
|
Non-
Equity Incentive Plan Compensation
($)
|
|
|
|
Non-qualified
Deferred Compensation Earnings
($)
|
|
|
|
All
Other Compensation ($)
|
|
|
|
Total
($)
|
|
|
Cheung Yat Kit, Director of the Company (1)
|
|
|
For
the year ended April 30, 2017
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
For
the year ended April 30, 2016
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Huang Pin Lung
President,
CEO, and Director of the Company (2)
|
|
|
For
the year ended April 30, 2017
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
For
the year ended April 30, 2016
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yap Cheng Wah,
COO
and Director of the Company(3)
|
|
|
For
the year ended April 30, 2017
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
For
the year ended April 30, 2016
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
(1)
|
Mr.
Cheung Yat Kit has been our director since Inception.
|
|
|
|
|
(2)
|
Mr.
Huang Pin Lung has been our president, chief executive officer, chief financial officer and a director since April 17, 2015
|
|
|
|
|
(3)
|
Mr.
Yap Cheng Wah has been our chief operating officer and a director since February 17, 2017
|
We
do not pay our directors any fees or other compensation for acting as directors. We have not paid any fees or other compensation
to any of our directors for acting as directors to date.
Employment
Agreements
We
do not have an employment or consulting agreement with any officers or Directors.
Compensation
Discussion and Analysis
Director
Compensation
Our
Board of Directors does not currently receive any consideration for their services as members of the Board of Directors. The Board
of Directors reserves the right in the future to award the members of the Board of Directors cash or stock based consideration
for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.
Executive
Compensation Philosophy
Our
Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors
reserves the right to pay our executive or any future executives a salary, and/or issue them shares of common stock in consideration
for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive
officer’s performance. This package may also include long-term stock based compensation to certain executives, which is
intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors
has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in
the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.
Incentive
Bonus
The
Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion,
if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business
objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result
of the actions and ability of such executives.
Long-term,
Stock Based Compensation
In
order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we
may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion
of our Board of Directors, which we do not currently have any immediate plans to award.
Item
7.
Certain Relationships
and Related Transactions, and Director Independence.
Other
than as described below, there have been no other transactions since March 9, 2015 (inception), or any currently proposed transaction,
or series of similar transactions, to which the Company was or is to be a party, in which the amount involved exceeds $120,000
and in which any current or former director of officer of the Company, any 5% or greater shareholder of the Company or any member
of the immediate family of any such persons had, or will have, a direct or indirect material interest other than as disclosed
below
Mr
Cheung Yat Kit, our Director, is the brother of Mr Cheung Ying Kit, one of our shareholders.
On
March 9, 2015 Cheung Yat Kit was appointed as a member of our Board of Directors. Also on March 9, 2015 Mr. Cheung purchased 100,000
shares of restricted common stock, each with a par value of $.0001 per share, from the Company. The $10.00 proceeds went directly
to the Company.
On
April 17, 2015 Huang Pin Lung was appointed as a member of our Board of Directors, Chief Executive Officer, and also Chief Financial
Officer. Also on April 17, 2015 Mr. Huang purchased 9,000,000 shares of restricted common stock, each with a par value of $.0001
per share, from the Company. The $900.00 in proceeds went directly to the Company.
On
April 27, 2015 we “Gushen, Inc.” purchased 100% of the common stock of what is now our wholly owned subsidiary, Gushen
Holding, Limited. The consideration that we paid was in the amount of $1.00. Gushen Holding, Limited is now our wholly owned subsidiary
which shares our exact business plan of which we operate through exclusively at this time.
On
April 28, 2015 Cheung Yat Kit purchased an additional 1,400,000 shares of restricted common stock each with a par value of $.0001
per share, from the Company. The $140.00 in proceeds went directly to the Company.
On
April 28, 2015 Hsu Shih Chien and Cheung Ying Kit each purchased 9,000,000 shares of restricted common stock, each with a par
value of $.0001 per share, from the Company. The $1,800 in proceeds went directly to the Company.
We
claim an exemption from registration afforded by Section 4(a)(2) and/or Regulation S of the Securities Act of 1933, as amended
(“Regulation S”) for the above sales of the stock since the sales of the stock were made to non-U.S. persons (as defined
under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made
in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of
the foregoing.
Review,
Approval and Ratification of Related Party Transactions
Given
our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or
ratification of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders.
We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional
Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an
appropriate committee thereof. On a moving forward basis, our Directors will continue to approve any related party transaction.
Director
Independence
Our
board of directors is currently composed of two members, neither of whom qualifies as an independent director in accordance with
the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective
tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the
director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors
has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of
directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though
such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board
of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s
business and personal activities and relationships as they may relate to us and our management.
Item
8.
Legal Proceedings.
From
time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.
Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that
may harm our business. There are currently no pending legal proceedings or claims that we believe will have a material adverse
effect on our business, financial condition or operating results. None of our directors, officers or affiliates is involved in
a proceeding adverse to our business or has a material interest adverse to our business.
Item
9.
Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.
Our
common stock is currently quoted on the OTC Pink under the trading symbol “GSHN”. Our common stock did not trade prior
to January 19, 2017.
Trading
in stocks quoted on the OTCQB is often thin and is characterized by wide fluctuations in trading prices due to many factors that
may have little to do with a company’s operations or business prospects. We cannot assure you that there will be a market
for our common stock in the future.
For
the periods indicated, the following table sets forth the high and low bid prices per share of common stock based on inter-dealer
prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
|
Fiscal
Year 2017
|
|
High
Bid
|
|
|
Low
Bid
|
|
|
First Quarter
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
Second Quarter
|
|
$
|
N/A
|
|
|
$
|
N/A
|
|
|
Third Quarter
|
|
$
|
1.00
|
|
|
$
|
0.01
|
|
|
Fourth Quarter
|
|
$
|
1.75
|
|
|
$
|
1.00
|
|
Holders
As
of April 30, 2017, we had 29,018,750 shares of our Common Stock par value, $.0001 issued and outstanding. There were 48 beneficial
owners of our Common Stock.
Transfer
Agent and Registrar
The
transfer agent for our capital stock is Globex Transfer, LLC, with an address at 780 Deltona Blvd., Suite 202 Deltona, FL 32725
and telephone number is +1 (813) 344-4490.
Penny
Stock Regulations
The
Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be an equity security
that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within
the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who
sell such securities to persons other than established customers and accredited investors (generally those with assets in excess
of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).
For
transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such
securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction,
other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure
document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose
the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and,
if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed
control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held
in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict
the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the
secondary market.
In
addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry
Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a
broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending
speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain
information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for
at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy
our Common Stock, which may limit the investors’ ability to buy and sell our stock.
Dividend
Policy
Any
future determination as to the declaration and payment of dividends on shares of our Common Stock will be made at the discretion
of our board of directors out of funds legally available for such purpose. We are under no contractual obligations or restrictions
to declare or pay dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our
board of directors currently intends to retain all earnings for use in the business for the foreseeable future.
Equity
Compensation Plan Information
Currently,
there is no equity compensation plan in place.
Unregistered
Sales of Equity Securities
There
are no unregistered sales of equity securities during the fiscal year ended April 30, 2017.
Purchases
of Equity Securities by the Registrant and Affiliated Purchasers
We
have not repurchased any shares of our common stock during the fiscal year ended April 30, 2017.
Item
10.
Recent Sales
of Unregistered Securities.
None.
Item
11.
Description
of Registrant’s Securities to Be Registered.
We
have authorized capital stock consisting of 600,000,000 shares of common stock, $0.0001 par value per share (“Common Stock”)
and 200,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). As of the date of this
filing we have 29,018,750 shares of Common Stock and no shares of Preferred Stock issued and outstanding.
Voting
Rights
Each
share of stock shall entitle the holder thereof to one vote. At each meeting of the stockholders, each stockholder entitled to
vote thereat may vote in person or by proxy duly appointed by an instrument in writing subscribed by such stockholder. Directors
shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled
to vote on the election of directors. Any other action shall be authorized by a majority of the votes cast except where the Nevada
Revised Statutes prescribes a different percentage of votes and/or a different exercise of voting power, and except as may be
otherwise prescribed by the provisions of the articles of incorporation and these Bylaws. In the election of directors, and for
any other action, voting need not be by ballot.
Common
Stock
As
of the date of this report we have 29,018,750 shares of common stock issued and outstanding.
Preferred
Stock
None
issued and outstanding.
Options
and Warrants
None.
Convertible
Notes
None.
Item
12.
Indemnification
of Directors and Officers.
Under
our Bylaws of the corporation, every person who was or is a party to, or is threatened to be made a party to, or is involved in
any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he, or
a person of whom he is the legal representative, is or was a Director or Officer of the Corporation, or is or was serving at the
request of the Corporation as a Director or Officer of another Corporation, or as its representative in a partnership, joint venture,
trust, or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of
the State of Nevada from time to time against all expenses, liability, and loss (including attorneys’ fees judgments, fines,
and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. Such right of indemnification
shall be a contract right, which may be enforced in any manner desired by such person. The expenses of Officers and Directors
incurred in defending a civil or criminal action, suit, or proceeding must be paid by the Corporation as they are incurred and
in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the
Director or Officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled
to be indemnified by the Corporation. Such right of indemnification shall not be exclusive of any other right which such Directors,
Officers, or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall
be entitled to their respective rights of indemnification under any bylaw, agreement, vote of Stockholders, provision of law,
or otherwise, as well as their rights under this Article.
Without
limiting the application of the foregoing, the Board of Directors may adopt bylaws from time to time with respect to indemnification,
to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the Corporation
to purchase and maintain insurance on behalf of any person who is or was a Director or Officer of the Corporation, or is or was
serving at the request of the Corporation as a Director or Officer of another Corporation, or as its representative in a partnership,
joint venture, trust, or other enterprise against any liability asserted against such person and incurred in any such capacity
or arising out of such status, whether or not the Corporation would have the power to indemnify such person. The indemnification
provided in this Article shall continue as to a person who has ceased to be a Director, Officer, Employee, or Agent, and shall
inure to the benefit of the heirs, executors and administrators of such person.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons
controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item
13.
Financial Statements
and Supplementary Data.
Our
financial statements, notes thereto and the related independent registered accounting firm’s report are set forth immediately
following the signature page to this registration statement beginning at page F-1 and are incorporated herein by reference.
Item
14.
Changes in
and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item
15.
Financial Statements
and Exhibits.
(a)
Financial Statements
See
“Index to Financial Statements” set forth on page F-1.
(b)
Exhibits
The
following exhibits are filed herewith unless otherwise indicated:
The
following exhibits are filed or “furnished” herewith:
|
|
|
3.1
|
Articles
of Incorporation**
|
|
|
|
|
3.2
|
Bylaws**
|
|
|
|
|
10.1
|
Asset
Purchase Agreement, dated as of April 27, 2017, between Gushen Credit Limited and Greenpro Resources Limited***
|
*
Previously filed as an exhibit to the Company’s Form S-1 Amendment No. 2registration statement filed with the SEC on July
23, 2015
**
Previously filed as an exhibit to the Company’s Form 8-K/A filed with the SEC on July 25, 2017
SIGNATURES
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
GUSHEN
INC.
|
|
|
(Registrant)
|
|
|
|
|
|
Date:
August 15, 2017
|
By:
|
/s/
Huang Pin Lung
|
|
|
Name:
|
Huang
Pin Lung
|
|
|
Title:
|
Chief
Executive Officer, President, Secretary, Treasurer, Director
(Principal
Executive Officer, Principal Financial Officer, Principal Accounting Officer)
|
|
Date:
August 15, 2017
|
By:
|
/s/
Cheung Yat Kit
|
|
|
Name:
|
Cheung
Yat Kit
|
|
|
Title:
|
Director
|
|
Date:
August 15, 2017
|
By:
|
/s/
Yap Cheng Wah
|
|
|
Name:
|
Yap
Cheng Wah
|
|
|
Title:
|
Chief
Operating Officer, Director
|
FINANCIAL
STATEMENTS
|
|
WELD
ASIA ASSOCIATES
(AF2026)
(Registered
with US PCAOB and Malaysia MIA)
Block
C-3-2, Megan Avenue 1,
189,
off Jalan Tun Razak, 50400 Kuala Lumpur, Malaysia.
T :
(603) 2171 2928; (603) 2181 8258
E :
info@weldaudit.com
W :
www.weldaudit.com
|
Report
of Independent Registered Public Accounting Firm
To
the Board of Directors and Stockholders of
GUSHEN,
INC.
We
have audited the accompanying consolidated balance sheets of GUSHEN, INC. and its subsidiary (the “Company”) as of
April 30, 2017 and 2016, and the related consolidated statements of operations, stockholders’ equity, and cash flows
for
the years ended April 30, 2017 and 2016
. These consolidated financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audits include consideration of internal control over financial reporting as a basis for designing
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing
the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial
statements presentation. We believe that our audits provide a reasonable basis for our opinion.
In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of the Company as of April 30, 2017 and 2016, and the result of its operations and cash flows
for
the years ended April 30, 2017 and 2016, in conformity with accounting principles generally accepted in the United States of America
.
The
financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to
the financial statements, the Company’s losses from operations and no operation raise substantial doubt about its ability
to continue as a going concern. Management’s plans regarding those matters also are described in Note 1. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.
As
per disclosed in Note 3 to the consolidated financial statements, there is an amount due from a Director amounting to $57,693,
the advances have contravened the Section 402 (A) of the Sarbanes-Oxley Act of 2002, Prohibition On Personal Loans to Executives.
|
/s/
WELD ASIA ASSOCIATES
|
|
|
WELD
ASIA ASSOCIATES
|
|
|
|
|
|
Date:
August 14, 2017
Kuala
Lumpur, Malaysia
|
|
GUSHEN,
INC.
CONSOLIDATED
BALANCE SHEETS
AS
OF APRIL 30, 2017 AND 2016
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
|
|
|
As
of April 30,
|
|
|
|
|
2017
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
3,212
|
|
|
$
|
1,500,410
|
|
|
Amount
due from a director
|
|
|
57,693
|
|
|
|
-
|
|
|
TOTAL
ASSETS
|
|
$
|
60,905
|
|
|
$
|
1,500,410
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
Accounts payable
and accrued liabilities
|
|
$
|
12,300
|
|
|
|
9,800
|
|
|
Amount
due to a director
|
|
|
-
|
|
|
|
1,408,265
|
|
|
TOTAL LIABILITIES
|
|
|
12,300
|
|
|
|
1,418,065
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and
contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
Preferred stock
, $0.0001 par value; 200,000,000 shares authorized; None issued and outstanding
|
|
|
|
|
|
|
|
|
|
Common stock , $
0.0001 par value; 600,000,000 shares authorized; 29,018,750 and 28,930,000 shares issued and outstanding as of April 30, 2017
and 2016, respectively
|
|
|
2,902
|
|
|
|
2,902
|
|
|
Additional paid-in
capital
|
|
|
113,948
|
|
|
|
113,948
|
|
|
Accumulated
deficit
|
|
|
(68,245
|
)
|
|
|
(34,505
|
)
|
|
TOTAL
STOCKHOLDERS’ EQUITY
|
|
$
|
48,605
|
|
|
$
|
82,345
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
60,905
|
|
|
$
|
1,500,410
|
|
See
accompanying notes to consolidated financial statements.
GUSHEN,
INC.
CONSOLIDATED
STATEMENTS OF OPERATIONS
FOR
THE YEAR ENDED APRIL 30, 2017 AND 2016
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
|
|
|
For
the
year ended
April
30, 2017
|
|
|
For
the year
ended
April 30, 2016
|
|
|
|
|
|
|
|
|
|
|
REVENUE
|
|
$
|
-
|
|
|
$
|
3,800
|
|
|
|
|
|
|
|
|
|
|
|
|
COST OF REVENUE
|
|
|
-
|
|
|
|
(1,800
|
)
|
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT
|
|
|
-
|
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
General
and administrative
|
|
|
(33,740
|
)
|
|
|
(34,304
|
)
|
|
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE INCOME TAX
|
|
|
(33,740
|
)
|
|
|
(32,304
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Income tax
expense
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
|
|
(33,740
|
)
|
|
|
(32,304
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per
share - Basic and diluted:
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
common shares outstanding - Basic and diluted
|
|
|
29,018,750
|
|
|
|
28,959,888
|
|
See
accompanying notes to consolidated financial statements.
GUSHEN,
INC.
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR
THE YEAR ENDED APRIL 30, 2017 AND 2016
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
|
|
|
COMMON
STOCK
|
|
|
ADDITIONAL
PAID-IN CAPITAL
|
|
|
ACCUMULATED
DEFICIT
|
|
|
TOTAL
EQUITY
|
|
|
|
|
No.
of shares
|
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of March 9, 2015 (date of
inception)
|
|
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Shares issued to founder
members
|
|
|
28,500,000
|
|
|
|
2,850
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,850
|
|
|
Shares issued in private placement at
$0.10 per share
|
|
|
430,000
|
|
|
|
43
|
|
|
|
42,957
|
|
|
|
-
|
|
|
|
43,000
|
|
|
Net loss for
the period
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,201
|
)
|
|
|
(2,201
|
)
|
|
Balance as of April 30, 2015
|
|
|
28,930,000
|
|
|
$
|
2,893
|
|
|
$
|
42,957
|
|
|
$
|
(2,201
|
)
|
|
$
|
43,649
|
|
|
Shares issued in IPO at $0.80 per share
|
|
|
88,750
|
|
|
|
9
|
|
|
|
70,991
|
|
|
|
-
|
|
|
|
71,000
|
|
|
Net loss for
the year
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(32,304
|
)
|
|
|
(32,304
|
)
|
|
Balance as of April 30, 2016
|
|
|
29,018,750
|
|
|
|
2,902
|
|
|
|
113,948
|
|
|
|
(34,505
|
)
|
|
|
82,345
|
|
|
Net loss for
the year
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(33,740
|
)
|
|
|
(33,740
|
)
|
|
Balance as of
April 30, 2017
|
|
|
29,018,750
|
|
|
|
2,902
|
|
|
|
113,948
|
|
|
|
(68,245
|
)
|
|
|
48,605
|
|
See
accompanying notes to consolidated financial statements.
GUSHEN,
INC.
CONSOLIDATED
STATEMENTS OF CASH FLOWS
FOR
THE YEAR ENDED APRIL 30, 2017 AND 2016
(Currency
expressed in United States Dollars (“US$”))
|
|
|
For
the
year ended
April
30, 2017
|
|
|
For
the period ended
April 30, 2016
|
|
|
CASH FLOWS FROM
OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(33,740
|
)
|
|
$
|
(32,304
|
)
|
|
Adjustments to reconcile net loss
to net cash used in operating activities
|
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Accounts payable
and accrued liabilities
|
|
|
2,500
|
|
|
|
9,800
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used
in operating activities
|
|
|
(31,240
|
)
|
|
|
(22,504
|
)
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM
FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
Advances (to)/from a director
|
|
|
(1,465,958
|
)
|
|
|
1,392,265
|
|
|
Proceeds from
initial public offering
|
|
|
-
|
|
|
|
71,000
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used
in)/provided by financing activities
|
|
|
(1,465,958
|
)
|
|
|
1,463,265
|
|
|
|
|
|
|
|
|
|
|
|
|
Net changes in cash and cash equivalents
|
|
|
(1,497,198
|
)
|
|
|
1,440,761
|
|
|
Cash and cash
equivalents, beginning of year
|
|
|
1,500,410
|
|
|
|
59,649
|
|
|
CASH
AND CASH EQUIVALENTS, END OF YEAR
|
|
$
|
3,212
|
|
|
$
|
1,500,410
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH
FLOWS INFORMATION
|
|
|
|
|
|
|
|
|
|
Cash paid
for income taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
|
Cash paid
for interest
|
|
$
|
-
|
|
|
$
|
-
|
|
See
accompanying notes to consolidated financial statements.
GUSHEN,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED APRIL 30, 2017 AND 2016
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
|
1.
|
ORGANIZATION
AND BUSINESS BACKGROUND
|
Gushen,
Inc. (the “Company”) was incorporated on March 9, 2015 in the state of Nevada. The Company is a development stage
company with nominal operations. The principal activity of the Company is the provision of managerial assistance services including
administrative and IT support services for small and medium enterprises (“SMEs”) in their early stage of operations
through its subsidiary, Gushen Holding Limited, which incorporated in the Republic of Seychelles. The Company attempts to assist
the SMEs which are recently established and at an early stage of operations, but will not participate in the board of the SMEs
or making business decision. The primary purpose behind focusing on providing services to companies at this early stage of development
will be for the Company to establish and nurture long-term relationships with clients during their growth and development.
Gushen,
Inc. and its subsidiary are hereinafter referred to as the “Company”.
Going
Concern
These
financial statements have been prepared on a going concern basis. The Company has incurred accumulated losses amounting of $68,245
at April 30, 2017 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s
ability to continues as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company
to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its
liabilities arising from normal business operations when they come due. Management has plans to seek additional capital through
a private placement of its Common Stock or further director loans as needed. These financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that
might be necessary in the event the Company cannot continue.
|
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
Basis
of presentation
These
accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles
in the United States of America (“US GAAP”).
Basis
of consolidation
The
consolidated financial statements include the financial statements of Gushen, Inc. and its subsidiary. All significant inter-company
balances and transactions within the Company have been eliminated upon consolidation.
Use
of estimates
In
preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts
of assets and liabilities in the balance sheets, and revenues and expenses during the periods reported. Actual results may differ
from these estimates.
Cash
and cash equivalents
Cash
and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions
and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
Revenue
recognition
In
accordance with the Accounting Standard Codification Topic 605
“Revenue Recognition”
(“ASC 605”),
the Company recognizes revenue when the following four criteria are met: (1) delivery has occurred or services rendered; (2) persuasive
evidence of an arrangement exists; (3) there are no continuing obligations to the customer; and (4) the collection of related
accounts receivable is probable.
Revenue
is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue.
The
Company derives its revenue from provision of IT consulting and support service based upon the customer’s specifications.
The services are billed either on a fixed-fee basis or on a time-and-material basis. Generally, the Company recognizes revenue
when services are performed and accepted by the customers.
GUSHEN,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED APRIL 30, 2017 AND 2016
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
Cost
of revenues
Cost
of revenues represented the purchase costs of computer hardware for re-sale to customer.
Income
taxes
The
provision of income taxes is determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC
740”). Under this method, 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 basis.
Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods
in which those temporary differences are expected to be recovered or settled. Any 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.
ASC
740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements
uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized
in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.
Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50%
likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant
facts.
The
Company did not have any unrecognized tax positions or benefits and there was no effect on the financial conditions or results
of operations for the year ended April 30, 2017 and 2016. The Company and its subsidiary are subject to local and various foreign
tax jurisdictions. The Company’s tax returns remain open subject to examination by major tax jurisdictions.
Net
loss per share
The
Company calculates net loss per share in accordance with ASC Topic 260 “
Earnings per share
”. Basic loss per
share is computed by dividing the net loss by the weighted average number of common shares
outstanding
during the period. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased
to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had
been issued and if the additional common shares were dilutive.
Foreign
currencies translation
Transactions
denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates
prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional
currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting
exchange differences are recorded in the statements of operations.
The
reporting currency of the Company is United States Dollars (“US$”). The Company’s subsidiary in Seychelles maintains
its books and record in Hong Kong Dollars (“HK$”), which is functional currency as being the primary currency of the
economic environment in which the entity operates.
In
general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not the US$ are translated
into US$, in accordance with ASC Topic 830-30, “
Translation of Financial Statement
”, using the exchange rate
on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses
resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other
comprehensive income within the statement of stockholders’ equity.
GUSHEN,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED APRIL 30, 2017 AND 2016
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
Translation
of amounts from HK$ into US$1 has been made at the following exchange rates for the respective periods:
|
|
|
As
of and for the year ended
April 30, 2017
|
|
|
As
of and for the year ended
April 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
Year-end
/ average HK$ : US$1 exchange rate
|
|
|
7.75
|
|
|
|
7.75
|
|
Related
parties
Parties,
which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly,
to control the other party or exercise significant influence over the other party in making financial and operating decisions.
Companies are also considered to be related if they are subject to common control or common significant influence.
Fair
value of financial instruments
The
carrying value of the Company’s financial instruments: cash and cash equivalents, accounts payable and accrued liabilities,
and amount due to a director approximate at their fair values because of the short-term nature of these financial instruments.
The
Company also follows the guidance of the ASC Topic 820-10, “
Fair Value Measurements and Disclosures
” (“ASC
820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier
fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
|
|
Level
1: Observable inputs such as quoted prices in active markets;
|
|
|
|
|
|
Level
2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
|
|
|
|
|
|
Level
3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
|
Fair
value estimates are made at a specific point in time based on relevant market information about the financial instrument. These
estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined
with precision. Changes in assumptions could significantly affect the estimates.
Recent
accounting pronouncements
The
Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption
of such any pronouncements may be expected to cause a material impact on its financial condition or the results of its operations,
as follow:
In
May 2014, the FASB issued Accounting Standards Update No. 2014-09, “
Revenue from Contracts with Customers
”
(“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic
605)”, and requires entities to recognize revenue when it transfers promised goods or services to customers in an amount
that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09
is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period.
Early adoption is not permitted. In August 2016, the FASB issued an Accounting Standards Update to defer by one year the effective
dates of its new revenue recognition standard until annual reporting periods beginning after December 15, 2017 (2018 for calendar-year
public entities) and interim periods therein. Management is currently assessing the impact of the adoption of ASU 2014-09 and
has not determined the effect of the standard on our ongoing financial reporting.
GUSHEN,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED APRIL 30, 2017 AND 2016
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
The
Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption
of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations
|
3.
|
AMOUNT
DUE FROM A DIRECTOR
|
As
of April 30, 2017, the Company advanced to a director of the Company $57,693, which is unsecured, interest-free with no fixed
repayment term. The director expected to repay the amount by the end of Second quarter.
|
4.
|
AMOUNT
DUE TO A DIRECTOR
|
As
of April 30, 2016, a director of the Company advanced $1,408,265 to the Company, which is unsecured, interest-free with no fixed
repayment term, for working capital purpose. Imputed interest is considered insignificant.
For
year ended April 30, 2017 and 2016, the local (United States) and foreign components of (loss) income before income taxes were
comprised of the following:
|
|
|
For
the year ended
April 30, 2017
|
|
|
For
the
year ended
April
30, 2016
|
|
|
|
|
|
|
|
|
|
|
Tax jurisdictions from:
|
|
|
|
|
|
|
|
|
|
-
Local
|
|
$
|
(33,340
|
)
|
|
$
|
(32,996
|
)
|
|
- Foreign, representing
|
|
|
|
|
|
|
|
|
|
Seychelles
|
|
|
(400
|
)
|
|
|
692
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before
income tax
|
|
$
|
(33,740
|
)
|
|
$
|
(32,304
|
)
|
The
provision for income taxes consisted of the following:
|
|
|
|
For
the
year
ended
April
30, 2017
|
|
|
|
For
the year ended
April 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
Current:
|
|
|
|
|
|
|
|
|
|
-
Local
|
|
$
|
-
|
|
|
$
|
-
|
|
|
- Foreign
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
|
|
|
- Local
|
|
|
-
|
|
|
|
-
|
|
|
-
Foreign
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax
expense
|
|
$
|
-
|
|
|
$
|
-
|
|
GUSHEN,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED APRIL 30, 2017 AND 2016
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
The
effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply
a broad range of income tax rates. The Company and its subsidiary that operate in various countries: United States and Seychelles
that are subject to taxes in the jurisdictions in which they operate, as follows:
United
States of America
Gushen,
Inc. is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of April 30, 2017,
the operations in the United States of America incurred $67,115 of cumulative net operating losses which can be carried forward
to offset future taxable income. The net operating loss carryforwards begin to expire in 2037, if unutilized. The Company has
provided for a full valuation allowance of $23,490 against the deferred tax assets on the expected future tax benefits from the
net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized
in the future.
Seychelles
Under
the current laws of the Republic of Seychelles (“Seychelles”), Gushen Holding Limited is registered as an international
business company which governs by the International Business Companies Act of Seychelles. A company is subject to Seychelles income
tax if it does business in Seychelles. A company that incorporated in Seychelles, but does not do business in Seychelles, is not
subject to income tax there. Gushen Holding Limited did not do business in Seychelles for the year ended April 30, 2017, and it
does not intend to do business in Seychelles in the future. For the year ended April 30, 2017 and 2016, Gushen Holding Limited
had a net operating loss of $400 and a net operating income of $692, respectively.
Management
believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly,
the Company provided for a full valuation allowance against its deferred tax assets of $23,490 as of April 30, 2017. During the
year ended April 30, 2017, the valuation allowance increased by $11,669, primarily relating to net operating loss carryforwards
from the various tax regime.
For
the year ended April 30, 2016, the Company issued an aggregate of 88,750 shares of its Common Stock at $0.80 per share, for aggregate
gross proceeds of $71,000, for initial public offering.
As
of April 30, 2017 and 2016, the Company had a total of 29,018,750 and 28,930,000 shares of its common stock issued and outstanding.
There are no shares of preferred stock issued and outstanding.
|
7.
|
CONCENTRATIONS
OF RISKS
|
(a)
Major customers
For
the year ended April 30, 2017, there was no customer who accounted for 10% or more of the Company’s revenues with no accounts
receivable balance at year-end.
For
the year ended April 30, 2016, there was one customer who accounted for 100% of the Company’s revenues with no accounts
receivable balance at year-end.
GUSHEN,
INC.
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEAR ENDED APRIL 30, 2017 AND 2016
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
(b)
Major vendors
For
the year ended April 30, 2017, there was no vendor who accounted for 10% or more of the Company’s cost of revenues with
no accounts payable balance at year-end.
For
the year ended April 30, 2016, there was one vendor who accounted for 100% of the Company’s cost of revenues with accounts
payable balance of $1,800 at year-end.
|
8.
|
COMMITMENTS
AND CONTINGENCIES
|
For
the year ended April 30, 2017 and 2016, the Company utilized office space of a director and stockholder at no charge. Such costs
are immaterial to the financial statements and accordingly are not reflected herein.
|
9.
|
INVESTMENT
AND DIVESTMENT
|
On
August 5, 2016, the Company acquired a Hong Kong company, namely Gushen Credit Limited, with a money lender license registered
according to Cap163 Money Lenders Ordinance of Hong Kong. Due to the keen competition and high rental expense in Hong Kong, on
April 27, 2017, the Company decided to dispose the asset for a consideration of $105,000 and ceased the business in Hong Kong.
On
April 28, 2017, the Company, through its subsidiary Gushen Holding Limited, sold two (2) ordinary shares of Gushen Credit Limited
to a third party, representing 100% of ownership. The Company, with effect from April 28, 2017, ceased to carry on money lending
business in Hong Kong.
In
accordance with ASC Topic 855, “
Subsequent Events
”, which establishes general standards of accounting for and
disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated
all events or transactions that occurred after April 30, 2017 up through the date the Company issued the audited consolidated
financial statements. During the period, there was no subsequent event that required recognition or disclosure.
Gushen (CE) (USOTC:GSHN)
Historical Stock Chart
From Mar 2024 to Apr 2024
Gushen (CE) (USOTC:GSHN)
Historical Stock Chart
From Apr 2023 to Apr 2024
