During the three month ended August 31,
2017, the company received various stocks valued (FMV) at $359,375 for investor relations (“IR”) services which
will be performed over one year.
During the three month ended August 31,
2016, the company received various stock valued (FMV) at $96,000 for investor relations (“IR”) services performed
from August to December 2016. $50,000 of such stock received in July 2016 from ACUG was returned in November 2016 due to
cancellation of contract.
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
Organization and Nature of Operations
:
Business Description
Chineseinvestors.com
, Inc. (the “Company”)
was incorporated on June 15, 1999 in the State of California. The Company is a provider of Chinese language web-based real-time
financial information. The Company’s operations had been located in California until September 2002 at which time the operations
were relocated to Shanghai, in the People’s Republic of China (PRC). The Company relocated part of the operations in California
starting fiscal year 2017.
During May 2000, the Company entered into an
agreement with MAS Financial Corp. (“MASF”) whereby MASF agreed to transfer control of a public shell corporation to
the Company and perform certain consulting services for a fee of $30,000.
During June 2000, the Company completed reorganization
with MAS Acquisition LII Corp. (“MASA”) with no operations or significant assets. Pursuant to the terms of the agreement,
the Company acquired approximately 96% of the issued and outstanding common shares of MASA in exchange for all of its issued and
outstanding common stock. MASA issued 8,200,000 shares of its restricted common stock for all of the issued and outstanding common
shares of the Company. This reorganization was accounted for as though it were a recapitalization of the Company and sale by the
Company of 319,900 shares of common stock in exchange for the net assets of MASA. In conjunction with the reorganization MASA changed
its name to Chineseinvestors.com, Inc.
The Company is now incorporated as a C corporation
in the State of Indiana as of June 1, 1997.
In March 2017, the Company established and
registered XiBiDi Biotechnology Co., Ltd. (“CBD Biotechnology Co., Ltd”) in the Pudong Free-Trade Area in Shanghai,
established as a wholly owned foreign enterprise. In April, CIIX appointed XiangYang Yun as chief executive officer (CEO) of this
wholly owned foreign enterprise. XiBiDi Biotechnology Co. Ltd.’s primary focus is online, retail and direct sales of hemp-based
health products in China. Yun’s initial focus is the launch of the XiBiDi Magic Hemp Series (“CBD Magic Hemp Series”)
cosmetics line which includes three initial products, namely, the CBDBIO TECH Brightening and Refreshing Moisturizer, the CBDBIO
TECH Perfecting Shield Primer, and the CBDBIO TECH Peptide Collagen Solution. As noted above, the Chinese character “XiBiDi”
is homophonic to “CBD” in English.
In April 2017, the Company established ChineseHempOil.com,
Inc. dba “Chinese Wellness Center” a Delaware corporation, as a subsidiary of the Company. ChineseHempOil.com, Inc.
responsible for the development and operation of the online and retail sales of non-industrial hemp-based health products in the
United States. Chinese Wellness Center is the retail store located in the predominantly Chinese community of San Gabriel, California,
located next to the Company’s headquarters. In addition, ChineseInvestors.com, Inc. announced the release of its first hemp
oil product line, OptHemp, a premium, private label oil, made from full-spectrum, Colorado grown, GMO-Free, non-industrial hemp,
manufactured using a CO 2 Extraction process.
1. Liquidity and Capital Resources:
Cash Flows
– During
the three months ending August 31, 2017, the Company primarily generated cash and cash equivalents, from issuances of its common
and preferred stock to fund its operations. The Company received $1,914,900 of proceeds from the sale of Class “D-2017”
preferred stock during the three months ended August 31, 2017.
Cash flows provided by (used in) operations
for the three months ending August 31, 2017 and 2016 were $(1,444,879) and $(758,003), respectively. The decreased cash used in
operations were due to increased deferred revenue from membership subscriptions and revenue related to investor relations.
Capital Resources
–
As of August 31, 2017, the Company had cash and cash equivalents of $2,084,827 as compared to cash and cash equivalents of $1,770,729
as of May 31, 2017.
Since inception in 1997, the Company has primarily
relied upon proceeds from private placements of its equity securities to fund its operations. The Company anticipates continuing
to rely on sales of our securities in order to continue to fund business operations. Issuances of additional shares will result
in dilution to its existing stockholders. There is no assurance that the Company will be able to complete any additional sales
of our equity securities or that it will be able arrange for other financing to fund our planned business activities.
Going Concern
– The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. There is potential
that the Company will not continue as a going concern. The recoverability of recorded property and equipment, intangible assets,
and other asset amounts shown in the accompanying financial statements is dependent upon the Company’s ability to continue
as a going concern and to achieve a level of profitability. The Company intends on financing its future activities and its working
capital needs largely from the sale of equity securities until such time that funds provided by operations are sufficient to fund
working capital requirements. However, there can be no assurance that the Company will be successful in its efforts. The financial
statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets,
or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
2. Critical Accounting Policies and Estimates
:
Basis of Presentation
–
These accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United
States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission for
annual financial statements.
Principles of
Consolidation
- The accompanying consolidated financial statements are prepared in accordance with generally accepted
accounting principles in the United States of America.
The consolidated financial
statements include the accounts of Chineseinvestors.com Inc and its subsidiaries (collectively the “Company”). The
Company’s subsidiaries include 100% of ChineseHempOil.com Inc, XiBiDi Biotechnology Co, Ltd, Hemp Logic and CIIX Online.
Intercompany accounts
and transactions have been eliminated upon consolidation.
Foreign Currency
– The
Company has operations in the People’s Republic of China (“PRC”), however the functional and reporting currency
is in U.S. dollars. To come to this conclusion, the Company considered the direction of ASC section 830-10-55.
Selling Price and Market
–
As a representative office is located in the PRC, the Company is not allowed to sell directly to PRC based customers. Over 90%
of its customers are in the United States and 100% of all sales are paid in U.S. dollars. This indicates the functional currency
is U.S. dollars.
Financing
– The Company’s
financing has been generated exclusively in U.S. dollars from the United States. This indicates the functional currency is U.S.
dollars.
Expenses
– The majority
of expenses are paid in U.S. dollars. The expenses generated in PRC are paid by a monthly or weekly cash transfer from the U.S.
when the expenses are due, resulting in very little foreign currency exposure. This indicates the functional currency is U.S. dollars.
Numerous Intercompany Transactions
– The Company has multiple transactions each month between the U.S. and Chinese representative office. This indicates the
functional currency is U.S. dollars.
Beside the above,
one subsidiary XiBiDi Biotechnoly Co Ltd's functional currency is the Chinese Renminbi (RMB). The reporting currency is that of
the US Dollar. Assets and liabilities are translated at the exchange rates as of the balance sheet date. Owners’ contribution
is translated at historical rate. Income and expenditures are translated at the average exchange rate of the period. The RMB is
not freely convertible into foreign currency and all foreign currency exchange transactions must take place through authorized
institutions. No representation is made that the RMB amounts could have been, or could be, converted into US dollar at the rates
used in translation.
XiBiDi Biotechnoly
Co Ltd was not established until March 2017, therefore there is no translation for statement of comprehensive (loss) and income
for the three-month period end August 31, 2017. The exchange rates used to translate amounts in RMB into USD for the purposes
of preparing the financial statements were as follows:
August 31, 2017
|
|
Balance sheet
|
RMB 6.57 to US $1.00
|
Statement of comprehensive (loss) and income-three-month period
|
RMB 6.65 to US $1.00
|
May 31, 2017
|
|
Balance sheet
|
RMB 6.80 to US $1.00
|
August 31, 2016
|
|
Revenue
recognition
— Revenue was derived from five different sources:
The Company recognizes
revenue pursuant to revenue recognition principles presented in SAB Topic 13. First, persuasive evidence of an arrangement. Second,
delivery has occurred or services have been rendered. Thirdly the seller’s price to the buyer is fixed or determinable and
lastly collectability is reasonably assured.
1. Fees from banner
advertisements, webpage hosting and maintenance, on-line promotion and translation services, advertising and promotion fees for
customers in the Company’s Chinese Investment Guides, sponsorship fees from investment seminars, road shows, and forums.
The sales prices of these services are fixed and determinable at the time the contracts are signed and there are no provisions
for refunds contained in the contracts. These revenues are recognized when all significant contractual obligations have been satisfied
and collection of the resulting receivable is reasonably assured.
2. Fees from membership
subscriptions: these revenues are recognized over the term of the subscription. Subscription terms are generally between 3 and
12 months but can occasionally be as short as 1 month or as long as 60 months. Long term deferred revenues are recognized from
subscriptions over 12 months.
3. Fees related to
setting up and providing ongoing administrative and translation support for currency trading accounts are in association with Forex.
These fees are recognized when earned.
4. Investor relations
income is earned by the Company in return for delivering current, publicly available information related to our client companies.
These revenues are prepaid by the client company and as such are initially recorded as an asset with an offsetting unearned revenue
liability. This revenue is recognized over the term of the services period while the services are being provided. The value of
the revenue earned is recognized every quarter based upon the client company’s stock closing price multiplied by the numbers
of shares earned within that specific accounting period. By recognizing the revenue incrementally, we are following the guidelines
of SAB Topic 13, in that we are only recognizing revenue once the value of the revenue received is fixed and determinable. In addition,
we are applying the definition of readily determinable fair value presented at Accounting Standards Codification 820-10-15-5 in
assessing the amount to recognize in each accounting period. The number of shares earned is a function of the time period for which
services are provided over the contract period in relation to the price of the shares at the time of the services being delivered,
added to the value of cash received if any, then recognized as revenue in the period the services were delivered.
5. The Company recognizes
revenue for product sales upon transfer of title to the customer. Customer purchase orders and/or contracts are generally used
to determine the existence of an arrangement. Shipping documents and terms and the completion of any customer acceptance requirements,
when applicable, are used to verify product delivery. The Company assesses whether a price is fixed or determinable based upon
the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. The Company has
no product returns or sales discounts and allowances because goods delivered and accepted by customers are normally not returnable.
Costs of Services/Products
Sold
– Costs of services provided are the total direct cost of the Company’s operations in Shanghai.
Cost of goods sold includes cost of inventory sold during the period, net of discounts and inventory allowances, freight and shipping
costs, warranty and rework costs.
Website Development Costs
–
The Company accounts for its Development Costs in accordance with ASC 350-50, “Accounting for Website Development Costs.”
The Company’s website comprises multiple features and offerings that are currently developed with ongoing refinements. In
connection with the development of its products, the Company has incurred external costs for hardware, software, and consulting
services, and internal costs for payroll and related expenses of its technology employees directly involved in the development.
All hardware costs are capitalized as fixed assets. Purchased software costs are capitalized in accordance with ASC codification
350-50-25 related to accounting for the costs of computer software developed or obtained for internal use. All other costs are
reviewed to determine whether they should be capitalized or expensed.
Cash and Cash Equivalents
–
The Company considers all highly liquid instruments with an original maturity of three months or less to be cash equivalents. At
certain times, cash in bank may exceed the amount covered by FDIC insurance. At August 31, 2017 and May 31, 2017 there were deposit
balances in a United States bank of $2,013,512 and $1,716,138 respectively. In addition, the Company maintains cash balance in
The Bank of China, which is a government owned bank. The full balance of the deposits in China is secured by the Chinese government.
Accounts Receivable and Concentration
of Credit Risk
– The Company extends unsecured credit to its customers in the ordinary course of business. Accounts
receivable related to subscription revenue is recorded at the time the credit card transaction is completed, and is completed when
the merchant bank deposits the cash to the Company bank account. Revenues related to advertising and Forex are regularly collected
within 30 days of the time of services being rendered. However, since these are ongoing contracts, there has been no instance of
failure to pay.
The Company evaluates the need for an allowance
for doubtful accounts on a regular basis. As of August 31, 2017 and May 31, 2017, the Company determined that an allowance was
not needed.
The operations of the Company are located in
the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by the political,
economic, and legal environments in the PRC, as well as by the general state of the PRC economy.
Investments, available for sale, in affiliate
–
The Company invested in an affiliate, Medicine Man Technologies, Inc. (“MDCL”), in April 2014, implemented the equity
method of accounting. The Company received its ownership in return for supporting the company during its formational stage and
no cash, as such the stock received had a value of zero and the affiliate generated a loss through May 31, 2014. The Company has
no further commitment to fund losses; therefore, management has deemed it proper to discontinue applying the equity method for
the investment as defined by Accounting Standards Codification (“ASC”) 323-10-35-20 for the year ended May 31, 2014.
In 2015 the affiliate company issued additional stock, diluting the Company’s position and restructured the management of
the entity causing the Company to determine that it no longer had “significant influence” over its operations. The
Company then started accounting for the stock owned as an available for sale security. As there was a public market for MDCL stock
at May 31, 2017 and 2016, the Company recognized the stock as a Level 1 financial instrument. The Company has liquidated most of
its holdings in MDCL stock generating approximately $0 and $856,080 cash during the three months period ended August 31, 2017 and
2016, respectively. At August 31, 2017, the Company still held 41,238 shares of MDCL stock representing $47,835 of value based
upon the closing market price of $1.16. At May 31, 2017, the Company held 41,238 shares of MDCL stock representing $72,166 of value
based upon the closing market price of $1.75.
Investments available for
sale
– Investments available for sale is comprised of publicly traded stock received in return for providing
investor relations services to client companies. The investor relations services range from one month to a year, from the
inception of the contract. The Company considers the securities to be liquid and convertible to cash in under a year. The
Company has the ability and intent to liquidate any security that the Company holds to fund operations over the next twelve
months, if necessary, and as such has classified all of its marketable securities as short-term.
The Company followed the guidance of ASC 320-10-30
to determine the initial measure of value based on the quoted price of an otherwise identical unrestricted security of the same
issuer, adjusted for the effect of the restriction, in accordance with the provisions of topic 820-10-15-5, which states that an
equity security has a readily determinable fair value if it meets the condition of having a “sales prices or bid-and-asked
quotations which are currently available on a securities exchange registered with the U.S. Securities and Exchange Commission (SEC)
or in the over-the-counter market, provided that those prices or quotations for the over-the-counter market are publicly reported
by the National Association of Securities Dealers Automated Quotation systems or by the OTC Markets Group Ins. Restricted stock
meets that definition if the restriction terminates within one year.” These shares were classified as available for sale
securities in accordance with ASC 948-310-40-1 as the Companies intention is to sell them in the near-term (less than one year).
In compliance with ASC 320-10-35-1, equity securities that have readily determinable fair values that are classified as available-for-sale
shall be measured subsequently at fair value in the statement of financial position. Unrealized holding gains and losses
for Available-for-sale securities (including those classified as current assets) shall be excluded from earnings and reported in
other comprehensive income until realized."
As these shares will be earned over the term
of the contracts, the Company will defer the recognition of the earnings of the revenue over the period the services are performed.
The value recorded will be determined by multiplying the average of the closing price on the last day of the month for the period
being reported based on closing market price per share.
Upon receipt, these shares were recorded
as an asset on the Company’s financials as "Investments, available for sale". The Company will also record a corresponding
contra-asset account titled "Unearned Revenue paid in stock".
Inventories
- Inventory
is valued at the lower of cost or net realizable value. Cost is determined using weighted average cost method.
Other Current Assets
–
Other current assets consist of deposits in Chinese Renminbi on building space under an operating lease and are stated at the current
exchange rate at year end. Security deposits of office rent in United States, purchase deposits to vendors for the Hemp oil purchase,
prepaid expenses in both United States and Shanghai, details as below:
|
|
August 31,
|
|
|
May 31,
|
|
|
|
2017
|
|
|
2017
|
|
Purchase deposit
|
|
$
|
–
|
|
|
$
|
66,125
|
|
Prepaid expense
|
|
|
121,805
|
|
|
|
151,238
|
|
Security deposit-rent
|
|
|
40,583
|
|
|
|
43,909
|
|
Other current assets
|
|
|
9,157
|
|
|
|
10,084
|
|
|
|
$
|
171,545
|
|
|
$
|
271,401
|
|
Investment-affiliate
- The
Company made an investment of $250,000 to Breakwater MB LLC in March 2017, a cannabis-focused investment and consulting company,
formed by the Company’s board member and CFO, Paul Dickman, as a means to invest capital in and provide consulting services
to private, cannabis-focused companies as they transition into the public market. The Company’s equity position in Breakwater
MB, LLC will be approximately 12.5%. The Company has adopt cost method for this investment.
Property and Equipment
–
Property and equipment are stated at cost. Depreciation and amortization of property and equipment is provided using the straight-line
method over estimated useful lives ranging from three to five years. Leasehold improvements are amortized over the life of the
lease. Depreciation and amortization expense was $6,465 and $3,370 for the three months ended August 31, 2017 and 2016, respectively.
Expenditures for major renewals and betterments
that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to
expense as incurred. Gains and losses from retirement or replacement are included in operations.
Impairment of Long-life
Assets
– In accordance with ASC Topic 360, the Company reviews its long-lived assets, including property and
equipment, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may
not be fully recoverable. If the total of the expected undiscounted future net cash flows is less than the carrying amount of
the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset. There was no
impairment for the periods ended August 31, 2017 and 2016
.
Accrued dividend & interest
–
The accrued dividend balance represents dividend payable related to the Series B-2014 preferred stock and Series C-2016 preferred
stock. Accrued dividend was $74,256 and $150,831 for the period ended August 31, 2017 and May 31, 2017 respectively. The accrued
interest balance represents interest payable for short term debt outstanding. Accrued interest was $23,057 and $16,857 for the
period ended August 31, 2017 and May 31, 2017 respectively.
Accrued Liabilities
– Accrued liabilities are
comprised of the following:
|
|
August 31, 2017
|
|
|
May 31, 2017
|
|
China Employees' Salaries and Commissions Accrual
|
|
$
|
6,799
|
|
|
$
|
6,799
|
|
Other Accruals
|
|
|
79,006
|
|
|
|
60,983
|
|
|
|
$
|
85,805
|
|
|
$
|
67,782
|
|
Unearned revenue, revenue paid in
stock
– For the three months ended August 31, 2017 and during fiscal year ended May 31, 2016, the Company
received shares of stock and warrants, as payment for investor relations work that the Company will be providing through July
2018. As the Company earns the fee for this work, this balance will be reduced to reflect the portion still to be earned.
Deferred revenue
– The
Company receives payment for subscription revenues in advance before the subscription service is granted. The Company recognizes
the revenue as being earned as the services are deliver. The amount paid for which services have not yet been delivered related
to subscription revenues is recorded as a liability in the current or long-term portion of the liabilities section of the balance
sheet.
Short-term debt,
secured by stock
– In September 2016, the Company obtained short-term debt of $410,000 from various individuals.
Based on the original lending agreements, the loan is secured by shares of the stocks in the following companies.
Company name
|
Shares Secured for Loan
|
Sino-Global Shipping America LTD (SINO)
|
80,000.00
|
Recon Technology LTD (RCON)
|
60,000.00
|
Nengfa Weiye Energy (NFEC)
|
185,000.00
|
SGOCO Group LTD (SGOC)
|
28,333.33
|
When
entering the loan agreement, the Company believed that the contract would be executed and SINO shares would be delivered upon
signing the contract. However, such IR service agreement was not executed due to the disagreement among SINO’s
management, as a result, the Company did not obtain the SINO shares as of August 31, 2017. For NFEC, the Company obtained
100,000 shares at the time of entering the contract, and the remaining shares were fully received by the end of year 2016.
For RCON, the Company obtained 50,000 shares at the time entering the contract, but the agreement called for collateral of
60,000 RCON shares, the collateral is now short by 10,000 shares of RCON common stock. The loan agreements are still valid
after renegotiating the terms with the private lenders. These notes are due on September 2017. The lenders received a 20% of
the deemed increase in value of these secured shares (“Incentive Feature”) at the maturity of the short-term
note. We estimate the value of the Incentive Feature of the common stock collateralizing the debt using the fair market value
as of August 31, 2017. We recorded the estimated value of the Incentive Feature as and increase to the debt liability and
interest expense. The liability from the Incentive Feature was recorded as Embedded incentive interest on the balance
sheet, $24,160 was recorded as of August 31, 2017.
It has recently been
determined that these notes were not properly collateralized as the ownership did not transfer from the Company to the collateral
agent. This issue has been addressed in the current period and all subsequent notes were properly collateralized. All notes that
were not properly collateralized have been repaid or renegotiated into new notes.
Use of Estimates
– The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures
of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
The financial statements include some amounts
that are based on management's best estimates and judgments. The most significant estimates relate to depreciation and useful lives,
and contingencies. These estimates may be adjusted as more current information becomes available, and any adjustment could be significant.
Fair Value of Financial Instruments
– The Company has adopted the provisions of ASC Topic 820, Fair Value Measurements, which defines fair value, establishes
a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 does not require any
new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify
the source of the information. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs)
and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:
•
|
|
Level one – Quoted market prices in active markets for identical assets or liabilities;
|
•
|
|
Level two – Inputs other than level one inputs that are either directly or indirectly observable; and
|
•
|
|
Level three – Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.
|
Much of the Company’s financial instruments
are level one and are carried at market value, requiring no adjustment to book value. The financial instruments classified as level
one were deemed to qualify as that classification because their value was determined by the price of identical instruments traded
on an active exchange.
Level one instruments were based upon stated
balance of financial institution or calculated based upon stock trading in the public market. Level two instruments were calculated
based upon the sale of stock through a private placement at arms-length where our shares were an insignificant amount of the total
volume of stock sold in the issuer. Level three financial instruments were valued by a professional independent appraiser hired
by the Company to determine the valuation. The level three valuation calculation included discounted cash flow models and market
based models as appropriately utilized by a professional valuation firm. The inputs they used included the entities past financial
performance, projected budgets, prior private stock sale history and comparable company valuations.
The following table summarizes the assets we are carrying and the
fair value category in which they are currently classified:
|
|
August 31, 2017
|
|
|
May 31, 2017
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
Cash
|
|
|
2,084,827
|
|
|
|
–
|
|
|
|
–
|
|
|
|
1,770,729
|
|
|
|
–
|
|
|
|
–
|
|
Investments
|
|
|
999,367
|
|
|
|
250,000
|
|
|
|
–
|
|
|
|
729,075
|
|
|
|
250,000
|
|
|
|
–
|
|
Total Financial Instruments
|
|
|
3,084,194
|
|
|
|
250,000
|
|
|
|
–
|
|
|
|
2,499,804
|
|
|
|
250,000
|
|
|
|
–
|
|
Income Taxes
– Income taxes
are accounted for under the asset and liability method of ASC 740. Deferred tax assets and liabilities are recognized for net operating
loss and other credit carry forwards and the future tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in which the tax effect of transactions are expected to
be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations
in the year that includes the enactment date.
Deferred tax assets are reduced by a full valuation
allowance since it is more likely than not that the amount will not be realized. Deferred tax assets and liabilities are classified
as current or noncurrent based on the classification of the underlying asset or liability giving rise to the temporary difference
or the expected date of utilization of the carry forwards.
Other Revenue
– Other revenue
is comprised of revenue related to Forex service fees, rent generated through office space sublease revenue and other miscellaneous
service revenues generated which is recognized over the period the term of the lease for the period ended August 31, 2017 and 2016.
Advertising Costs
– Advertising
costs are expensed when incurred.
Earnings (Loss) Per Share
–
Earnings (loss) per share is computed using the weighted average number of common shares outstanding during the period. The Company
has adopted ASC 260 “Earnings Per Share”. Fully diluted loss per share are not calculated and presented on the financial
statements as the calculation would be antidilutive.
Stock Based Compensation
–
The Company accounts for share-based payments pursuant to ASC 718, “Stock Compensation” and, accordingly, the Company
records compensation expense for share-based awards based upon an assessment of the grant date fair value for stock options and
restricted stock awards using the Black-Scholes option pricing model.
Stock compensation expense for stock options
is recognized over the vesting period of the award or expensed immediately under ASC 718 and EITF 96-18 when stock or options are
awarded for previous or current service without further recourse. The Company issued stock options to contractors and external
companies that had been providing services to the Company upon their termination of services. Under ASC 718 and EITF 96-18 these
options were recognized as expense in the period issued because they were given as a form of payment for services already rendered
with no recourse.
On July 14, 2017, the Company awarded and issued
restricted stock award to a service provider 30,000 shares in total, and the fair market value at the grant date was $0.80 per
share. All these shares were fully vested at grant date, total stock compensation expense totaling $24,120 were recorded.
Reclassifications
– Certain prior period amounts in the accompanying consolidated financial statements have been reclassified to conform
to the current year presentation. These reclassifications had no effect on previously reported net income or
shareholders’ equity.
New Accounting
Pronouncements
– Upon issuance of final pronouncements, we review the new accounting literature to determine its
relevance, if any, to our business. The Company is in the progress of evaluating the following accounting updates:
In March 2016, the
FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment
Accounting (“ASU 2016-09”), which modifies certain aspects of the accounting for share-based payment transactions,
including income taxes, classification of awards, and classification in the statement of cash flows. The Company will adopt ASU
2016-09 in its first quarter of 2018. Currently, excess tax benefits or deficiencies from the Company's equity awards are recorded
as additional paid-in capital in its Consolidated Balance Sheets. Upon adoption, the Company will record any excess tax benefits
or deficiencies from its equity awards in its Consolidated Statements of Operations in the reporting periods in which vesting occurs.
As a result, subsequent to adoption the Company's income tax expense and associated effective tax rate will be impacted by fluctuations
in stock price between the grant dates and vesting dates of equity awards. The Company is still in progress of evaluating future
impact of adopting this standard. In May 2017, the FASB issued ASU NO. 2017-09 Compensation—Stock Compensation (Topic 718):
Scope of Modification Accounting, Effective for all entities for annual periods, and interim periods within those annual periods,
beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business
entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting
periods for which financial statements have not yet been made available for issuance.
In April 2016, the
FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing”.
The amendments add further guidance on identifying performance obligations and also to improve the operability and understandability
of the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606. The effective
date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606.
The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial statements. In May
2016, the FASB issued ASU 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical
Expedients”. The amendments, among other things: (1) clarify the objective of the collectability criterion for applying paragraph
606-10-25-7; (2) permit an entity to exclude amounts collected from customers for all sales (and other similar) taxes from the
transaction price; (3) specify that the measurement date for noncash consideration is contract inception; (4) provide a practical
expedient that permits an entity to reflect the aggregate effect of all modifications that occur before the beginning of the earliest
period presented when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and
allocating the transaction price to the satisfied and unsatisfied performance obligations; (5) clarify that a completed contract
for purposes of transition is a contract for which all (or substantially all) of the revenue was recognized under legacy GAAP before
the date of initial application, and (6) clarify that an entity that retrospectively applies the guidance in Topic 606 to each
prior reporting period is not required to disclose the effect of the accounting change for the period of adoption. The effective
date of these amendments is at the same date that Topic 606 is effective. The Company is currently in the process of evaluating
the impact of the adoption on its consolidated financial statements. In December 2016, the FASB issued ASU 2016-20,
“Technical
Corrections and Improvements to Topic 606, Revenue from Contracts with Customers”.
The amendments in ASU 2016-20
affect narrow aspects of the guidance issued in ASU 2014-09 including Loan Guarantee Fees, Contract Costs, Provisions for Losses
on Construction-Type and Production-Type Contracts, Disclosure of Remaining Performance Obligations, Disclosure of Prior Period
Performance Obligations, Contract Modifications, Contract Asset vs. Receivable, Refund Liabilities, Advertising Costs, Fixed Odds
Wagering Contracts in the Casino Industry, and Costs Capitalized for Advisors to Private Funds and Public Funds. The effective
date of these amendments are at the same date that Topic 606 is effective. Topic 606 is effective for public entities for annual
reporting periods beginning after December 15, 2017, including interim reporting periods therein (i.e., January 1, 2018, for a
calendar year entity). The Company is currently in the process of evaluating the impact of the adoption on its consolidated financial
statements.
The Company has considered
all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results
of operations, financial condition, or cash flows, based on current information.
3. Stockholders’ Equity:
As of August 31, 2017 and May 31, 2017,
the Company was authorized to issue 80,000,000 shares of common stock, $0.001 par value per share. In addition, 20,000,000 shares
of $.001 par value preferred stock were authorized. All common stock shares have full dividend rights. However, it is not anticipated
that the Company will be declaring distributions in the foreseeable future.
During the year ended May 31, 2016, the
Company bought back 62,500 shares of company stock former COO Brett Roper, but those shares have not been returned as of August
31, 2017. The Company has communicated with Mr. Brett Roper, who has confirmed shares will be returned soon and recorded with transfer
agent.
During the three months period
ended August 31, 2017, the shareholders of preferred stock Series 2012 converted 50,000 shares of preferred stock for 62,500
shares of common stock shares at a conversion rate of 1 preferred stock A for 1.25 shares of common stock.
During the three months period ended August
31, 2017 the shareholders of preferred stock Series A 2014 converted 690,000 shares of preferred stock for 1,725,000 of common
stock shares at a conversion rate of 1 preferred stock B for 2.50 shares of common stock.
During the three months period ended August
31, 2017, the shareholders of preferred stock C-2016 converted 1,857,085 shares of preferred stock for 5,571,255 of common stock shares
at a conversion rate of 1 Series C-2016 share of preferred stock for 3.00 shares of common stock.
During the three months period ended August
31, 2017, the Company granted 30,000 shares of restricted common stock for compensation. The stock was valued from $0.80 per share.
The compensation and consulting expense was recorded as general and administrative expenses for the period ended August 31, 2017.
Series A Convertible Preferred Stock
During the third quarter, effective February
29, 2012, the Company issued 2,003,776 shares of preferred stock as Series A convertible preferred stock for total proceeds of
$2,003,776. The terms of the preferred stock allow the holder to convert each share of preferred stock into 1.25 shares of common
stock at any time after nine months from the date of issuance. The holders of shares of preferred stock were entitled to receive
a dividend of $0.06 per share per annum for the first two years from the issuance of the instruments. The Company maintained the
right to suspend the dividend at its discretion if it is deemed necessary.
Series
A-2014 Convertible Preferred Stock
In the years ended May 31, 2016 and 2015 the
Company issued 720,000 and 1,885,000 shares of preferred stock as Series B convertible preferred stock for total proceeds of $2,605,000.
The terms of the preferred stock allow the holder to convert each share of preferred stock into 2.5 shares of common stock at any
time after six months from the date of issuance. The holders of shares of preferred stock shall have the right to one vote for
each share of common stock into which such preferred stock could convert. The holders of shares of preferred stock are entitled
to receive a dividend of $0.06 per share per annum for the first two years from the issuance of the instruments, which has been
recorded as an accrued dividend on the liabilities section of the balance sheet. The Company maintained the right to suspend the
dividend at its discretion if it is deemed necessary.
Series C-2016
Convertible Preferred Stock
In December 2016,
the Company issued 5,000,043 shares of its Series C-2016 Preferred Stock at a price of $1.00 per share for total proceeds of $5,000,043.
The terms of the preferred stock allow the holder to convert each share of preferred stock into 3 shares of common stock at any
time after six months from the date of issuance. The holders of shares of preferred stock are entitled to receive a dividend of
$0.06 per share per annum for the first year from the issuance of the instruments, which has been recorded as an accrued dividend
on the liabilities section of the balance sheet. The Company maintained the right to suspend the dividend at its discretion if
it is deemed necessary.
Upon
issuance of preferred stock convertible into shares of common stock at a price lower than the fair market value of common stock on
the date of issuance, in accordance with the guidance provided in ASC 505-10-50 and Emerging Issues Task Force (“EITF”)
No. 00-27, we have recorded the intrinsic value of this beneficial conversion feature(“BCF”)
.
In according
to ASC 470-20-30-6 Intrinsic value shall be calculated at the commitment date as the differences between the conversion price and
the fair value of the common stock or other securities into which the security is convertible, multiplied by the number of shares
into which the security is convertible. In according to ASC 470-20-30-8, if the intrinsic value of the beneficial conversion feature
is greater than the proceeds allocated to the convertible instrument, the amount of the discount assigned to the beneficial conversion
feature shall be limited to the amount of the proceeds allocated to the convertible instrument. Since all the preferred stocks
are issued on different date, we calculate the intrinsic value for each individual preferred stock issuance based on stock issuance
date. If the intrinsic value exceeds actual proceeds we received, actual proceeds will be BCF, otherwise, the intrinsic value is
the BCF. Therefore, we calculated the BCF of the preferred shares as $4,930,143. The BCF would be recorded as paid-in capital with
an offsetting debit to convertible preferred stock. The discount attributable to the BCF, however, is amortized as a
deemed dividend over the period from issuance to the date the convertible preferred stock becomes convertible. In our case, preferred
stock-series C-2016 is convertible after six months from the date of issuance. We then amortize the BCF over six months period,
we recorded $3,685,520 as deemed dividend that reduce accumulated deficit as of May 31, 2017, and we recorded the remaining $1,244,622
as deemed dividend that reduce accumulated deficit for the period ending August 31, 2017.
4. Property and Equipment
:
Property and equipment are recorded at cost, net of accumulated
depreciation and are comprised of the following:
|
|
August 31, 2017
|
|
|
May 31, 2017
|
|
Furniture & Fixtures
|
|
$
|
126,486
|
|
|
$
|
126,486
|
|
Leasehold Improvements
|
|
|
32,061
|
|
|
|
32,061
|
|
|
|
$
|
158,547
|
|
|
$
|
158,547
|
|
Less: Accumulated Depreciation
|
|
|
(109,413
|
)
|
|
|
(105,515
|
)
|
|
|
$
|
49,134
|
|
|
$
|
53,032
|
|
Depreciation on equipment is provided on a straight-line basis over
their expected useful lives at the following annual rates.
Computer equipment
|
|
3 years
|
Furniture & fixtures
|
|
3 years
|
Leasehold improvements
|
|
Term of the lease
|
Depreciation expense for the three months ending August 31, 2017
and 2016 was $3,898 and $889, respectively.
5. Intangible Assets
:
Intangible assets are comprised of the following:
|
|
August 31, 2017
|
|
|
May 31, 2017
|
|
Website development
|
|
$
|
192,537
|
|
|
$
|
187,544
|
|
Less: Accumulated Amortization
|
|
|
(108,424
|
)
|
|
|
(105,857
|
)
|
|
|
$
|
84,113
|
|
|
$
|
81,687
|
|
Amortization is calculated over a straight-line
basis using the economic life of the asset. Amortization expense for the three months ended August 31, 2017 and 2016 was $2,567
and $2,481 respectively.
6. Commitments and Concentrations:
Office Lease – Shanghai
– The Company entered into a lease for new office space in Shanghai, China. The lease period started October 1, 2013 and
the initial term ended on September 30, 2016. In August 2016, the Company renewed this lease at $5,400 per month to September 30,
2019, resulting in the following future commitments:
2018 fiscal year
|
|
$
|
48,600
|
|
2019 fiscal year
|
|
$
|
64,800
|
|
2020 fiscal year
|
|
$
|
21,600
|
|
Office
Lease – San Gabriel, California
– The Company entered a lease for executive office space in San Gabriel, California.
The Lease period started April 30, 2015 and was terminated on August 1, 2016. On June 2016, the Company renewed the contract for
another 3 years to July 31, 2019, the current monthly rent is $5,432
,
resulting in the following future commitments:
2018 fiscal year
|
|
$
|
50,141
|
|
2019 fiscal year
|
|
$
|
67,064
|
|
2020 fiscal year
|
|
$
|
11,177
|
|
The Company entered another lease for retail
store in San Gabriel, California. The lease period started February 1, 2017 to July 31, 2019, the current monthly rent is $3,243,
resulting in the following future commitments:
2018 fiscal year
|
|
$
|
29,193
|
|
2019 fiscal year
|
|
$
|
38,924
|
|
2020 fiscal year
|
|
$
|
6,487
|
|
Concentrations
– During
the periods ending August 31, 2017 and 2016, the majority of the Company’s revenue was derived from its operations in PRC
from individual subscribers, primarily in the United States and Canada.
Litigation
– The Company
is involved in legal proceedings from time to time in the ordinary course of its business. As of the date of this filing, the Company
is not involved in any legal proceedings.
7. Subsequent event
:
The Company is currently in the process
of offering up to 10,000,000 shares at $1 per share total $10,000,000 of its Series D-2017 Convertible Preferred Stock. Each share
of Series D-2017 Preferred Stock is convertible into 2 shares of the Company’s common stock. The Series D-2017 Convertible
Preferred Stock will pay two years of dividends at the rate of 6% per year on the original investment of $1 per share of Series
D-2017 Convertible Preferred Stock. As of August 31, 2017, the company received $2,125,000 deposit from investors, those deposits
have not been recorded with our stock transfer agent yet.
The Company repaid $310,000 of loans in the aggregate amount of $410,000
in the beginning of October 2017 along interest. There are $100,000 in loans that remain unpaid and outstanding. It is anticipated
that the principal, interest and any other fees outstanding on these loans will be rolled into new loans, in full or in part,
with any remaining unpaid amounts to be repaid. These new loan agreements are currently being negotiated.