NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
NOTE 1. GENERAL ORGANIZATION AND BUSINESS
Jade Global Holdings, Inc. (formerly Media
Analytics Corporation) (the “Company”) was incorporated as FanSport Inc., on March 16, 2011, to develop and provide
social gaming mobile applications for fantasy sports enthusiasts. In September 3, 2013, the Company changed its name from FanSport,
Inc. to Media Analytics Corporation. The Company was focused on developing or acquiring software that helps companies track their
social data.
On December 15, 2016, Media Analytics Corporation
the majority shareholders of the Company (the “Sellers”) and certain buyers (the “Purchasers”) entered
into a stock purchase agreement (the “Stock Purchase Agreement”), whereby the Purchasers purchased from the Sellers
380,000 (7,600,000 pre-split) shares of common stock, par value $0.0001 per share, of the Company (the “Shares”), representing
approximately 75.99% of the issued and outstanding shares of the Company. On December 27, 2016, the Company changed its name to
Jade Global Holdings, Inc. The Company intends to engage in the wholesale and retail trade of jade and jade products through retail
stores and online web site. In connection therewith, Michael Johnson, the Company’s sole officer and Director, resigned from
his positions and named Guoqiang Qian, Scott Silverman and Min Shi as directors, and Guoqiang Qian, Scott Silverman and Min Shi
to the positions of President and CEO, Treasurer and CFO and Secretary, respectively.
On July 20, 2017, Jade Global Holdings
received Chinese government approval to form a new wholly-owned foreign enterprise operating subsidiary in Shanghai, P.R.China,
Shanghai Jaedo Jewelry Co., Ltd. (“Jaedo”). Shanghai Jaedo Jewelry Co., Ltd. will seek opportunities to either enter
into joint venture to open or to open wholly-owned jade trading clubs in the People’s Republic of China. As of December 31,
2017, Jaedo had not begun operations.
In January, 2018, the Company elected to
change its year end from March 31 to December 31.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of Consolidation
The accompanying consolidated financial
statements have been prepared on the accrual basis and include Shanghai Jaedo Jewelry Co., Ltd. (“Jaedo”). All significant
inter-organizational accounts have been eliminated.
Accounting Basis
These financial statements are prepared
on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.
The Company’s fiscal year end is December 31.
Cash and Cash Equivalents
Cash and cash equivalents are reported
in the balance sheet at cost, which approximates fair value. For the purpose of the financial statements, cash equivalents include
all highly liquid investments with an original maturity of three months or less when purchased.
Earnings (Loss) per Share
The Company adopted FASB ASC 260,
Earnings
per Share
. Basic earnings (loss) per share is calculated by dividing the Company's net income available to common shareholders
by the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share is calculated by
dividing the Company's net loss available to common shareholders by the diluted weighted average number of shares outstanding during
the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the
first of the year for any potentially dilutive debt or equity. There were no diluted or potentially diluted shares outstanding
for all periods presented.
JADE GLOBAL HOLDINGS, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES – Continued
Reverse Stock Split
On December 27, 2016, the Company's board
of directors approved a reverse stock split whereby each twenty (20) shares of our Common Stock were converted automatically into
one (1) share of Common Stock. To avoid the issuance of fractional shares of Common Stock, the Company issued 984 additional shares
to all holders of a fractional share. The effective date of the reverse stock split was January 30, 2017. Upon the completion of
the reverse stock split, the Company had 501,016 issued and outstanding shares of common stock, which represented a decrease of
9,499,613 shares over its prior total of 10,000,629 issued and outstanding shares of common stock. The reverse split is reflected
retrospectively in the accompanying financial statements.
Income Taxes
The Company adopted FASB ASC 740,
Income
Taxes
, at its inception. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective
tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes
the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred
tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current
based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it
is more likely than not that some portion or all of the deferred tax assets will not be realized. No deferred tax assets or liabilities
were recognized as of March 31, 2017 or December 31, 2017, respectively.
Fair Value of Financial Investments
The fair value of cash and cash equivalents,
accounts payable, accrued liabilities, and notes payable approximates the carrying amount of these financial instruments due to
their short term maturity.
Advertising
The Company will expense advertising as
incurred. Advertising expense was $0 for the nine months ended December 31, 2017 and year ended March 31, 2017, respectively.
Use of Estimates
The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results
could differ from those estimates.
Related Parties
Related parties, which can be a corporation,
individual, investor or another entity are considered to be related if the party has the ability, directly or indirectly, to control
the other party or exercise significant influence over the Company in making financial and operating decisions. Companies are also
considered to be related if they are subject to common control or common significant influence. The Company has these relationships.
JADE GLOBAL HOLDINGS, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES – Continued
Recent Authoritative Accounting Pronouncements
The Company has reviewed the Accounting
Standards Updates through ASU No. 2017-15 and these updates have no current applicability to the Company or their effect on the
financial statements would not have been significant.
NOTE 3. GOING CONCERN
As reflected in the
accompanying financial statements, the Company has a net loss of $475,027 and net cash used in operations of $473,423 for the
nine months ended December 31, 2017 transition period. In addition, the Company has not had any revenues and the only prospect for
positive cash flow is through the issuance of common stock or debt. If the Company does not begin to generate sufficient
revenue or raise additional funds through a financing, the Company may need to incur additional liabilities with certain
related parties to sustain the Company’s existence. There are currently no plans or agreements in place to provide such
funding. The Company will require additional funding to finance the growth of its future operations as well as to achieve its
strategic objectives. This raises substantial doubt about its ability to continue as a going concern. The ability of the
Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and generate
revenue. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue
as a going concern.
NOTE 4. INCOME TAXES
The Financial Accounting Standards Board
(FASB) has issued FASB ASC 740-10. This standard requires a company to determine whether it is more likely than not that a tax
position will be sustained will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-
not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.
As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance
with recognition and measurement standards established by FASB ASC 740-10, and did not have any material unrecognized tax benefits
as of December 31, 2017 and March, 31, 2017, respectively.
The Company files tax returns in the U.S.
federal jurisdiction and the state of Florida. Our policy is to recognize interest and penalties related to uncertain tax positions
in income tax expense. During the nine months ended December 31, 2017, the Company did not recognize expense for interest or penalties
related to income tax, and does not have any amounts accrued at December 31, 2017, as the Company does not believe it has taken
any uncertain tax positions. Tax returns for the years ended March 31, 2015, March 31, 2016 and March 31, 2017 have been filed
and remain open for examination by the taxing authorities.
Deferred taxes are provided on a liability
method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards
and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between
the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
On December 22, 2017, the 2017 Tax
Cuts and Jobs Act (the Tax Act) was enacted into law including a one-time mandatory transition tax on accumulated foreign
earnings and a reduction of the corporate income tax rate to 21% effective January 1, 2018, among others. We are required to
recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, remeasuring
our U.S. deferred tax assets and liabilities as well as reassessing the net realizability of our deferred tax assets and
liabilities. The Company does not have any foreign earnings and therefore, we do not anticipate the impact of a transition
tax. Since the Tax Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation are
expected over the next 12 months, we consider the accounting of any transition tax, deferred tax re-measurements, and other
items to be incomplete due to the forthcoming guidance and our ongoing analysis of final year-end data and tax positions. We
expect to complete our analysis within the measurement period in accordance with SAB 118, and no later than fiscal year end
December 31, 2018.
At December 31, 2017, the Company had net
operating loss carryforwards of approximately $1,178,939, which may be offset against future taxable income through 2037. No tax
benefit has been reported in the financial statements because the potential tax benefits of the net operating loss carryforwards
of approximately $247,577 are offset by a valuation allowance of the same amount. Prior to the enactment of the Tax Act, the Company
recognized potential tax benefits of the net operating loss carryforwards of approximately $412,639, offset by a valuation allowance
of the same amount. The reduction in the potential tax benefit from $412,639 to $247,577 is a result of the change of the federal
income tax rate from 35% to 21% due to the provisions of the Tax Act and due to an increase in additional net operating losses
during the period.
Due to the change in ownership provisions
of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual
limitations. As a result of the change in majority ownership, net operating loss carryforwards may be limited as to future use.
NOTE 5. STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock
There are 10,000,000 Preferred Shares at
$0.0001 par value authorized with none issued and outstanding at December 31, 2017 and March 31, 2017.
Common Stock
There are 25,000,000 Common shares at $0.0001
par value authorized with 12,000,383 and 12,000,383 shares issued and outstanding at December 31, 2017 and March 31, 2017, respectively.
JADE GLOBAL HOLDINGS, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
NOTE 5. STOCKHOLDERS’ DEFICIT
– Continued
On February 26, 2016, the Board of Directors
of the Company approved Articles of Amendment to our Articles of Incorporation which affected a reverse stock split of our issued
and outstanding common stock on a thirty (30) old for one (1) new basis. No cash was paid or distributed as a result of the forward
stock split and no fractional shares were issued. All fractional shares, which would otherwise be required to be issued as a result
of the stock split, were rounded up to the nearest whole share. There was no change in the par value of our common stock.
On December 27, 2016, the Board of Directors
of the Company approved Articles of Amendment to our Articles of Incorporation which increased the Company’s authorized common
shares from 16,666,667 shares, par value $0.0001 to 25,000,000 common shares, par value $0.0001 and affected a reverse stock split
of our issued and outstanding common stock on a twenty (20) old for one (1) new basis. No cash was paid or distributed as a result
of the reverse stock split and no fractional shares were issued. All fractional shares, which would otherwise be required to be
issued as a result of the stock split, were rounded up to the nearest whole share, resulting in an additional 984 shares being
issued. There was no change in the par value of our common stock. The split is reflected retrospectively in the accompanying financial
statements.
On March 13, 2017, the Company sold 9,764,009
common shares at US$0.0922 per share.
On March 13, 2017, our CEO converted a
loan in the amount of $160,000 into 1,735,358 shares of common stock at a price of $0.0922 per share.
There are 25,000,000 common shares at $0.0001
par value authorized with 12,000,383 shares issued and outstanding at December 31, 2017.
NOTE 6. RELATED PARTY TRANSACTIONS AND
DUE TO RELATED PARTY
The officers and directors of the Company
are involved in business activities outside of the Company and may, in the future, become involved in other business opportunities
that become available. They may face a conflict in selecting between the Company and other business interests. The Company has
not formulated a policy for the resolution of such conflicts.
Effective December 27, 2016, the former
CEO of the Company resigned and a new director was appointed for the position.
In connection with a certain Stock Purchase
Agreement between the Company, the CEO and several purchasers, the previous CEO of the Company forgave $139,881 of advances to
the Company. The Company classified the $139,881 as a capital contribution. Also in connection with the Stock Purchase Agreement,
the sole officer and director of the Company resigned and new officers and directors were appointed to the positions of President
and CEO, Treasurer and CFO, and Secretary.
On December 27, 2016, the Company’s
CEO loaned the Company $160,000 to fund operations. The loan was due on demand and bore no interest. On March 17, 2017, the loan
was converted into 1,735,358 shares of common stock at a price of $0.0922 per share.
On August 7, 2017, the Company’s
CEO loaned the Company $1,135 to fund operations. The loan is due on demand and bears no interest.
During the nine months December 31, 2017
and year ended March 31, 2017, $90,000 and $30,000 in consulting fees were paid, respectively, to EverAsia Financial Group, Inc,
a company beneficially owned or controlled by Scott Silverman, our Chief Financial Officer and Director. At December 31. 2017 and
March, 31, 2017, $0 and $1,249 in accounts payable were due to EverAsia Financial Group, respectively.
JADE GLOBAL HOLDINGS, INC.
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2017
NOTE 6. RELATED PARTY TRANSACTIONS AND
DUE TO RELATED PARTY – Continued
During the nine months ended December 31,
2017 and year ended March 31, 2017, $109,858 and $40,387 in consulting fees were paid, respectively, to Forbstco International,
LLC, a company beneficially owned or controlled by Min Shi, our Secretary and Director. At December 31. 2017 and March, 31, 2017,
$0 and $1,387 in accounts payable were due Forbstco International, respectively.
The Company owed $1,135 and $2,636 to Related
Parties at December 31, 2017 and March 31, 2017 respectively.
NOTE 7. CONCENTRATIONS OF RISKS
Cash Balances
The Company maintains its cash in institutions
insured by the Federal Deposit Insurance Corporation (FDIC). All other deposit accounts at FDIC-insured institutions were insured
up to at least $250,000 per depositor until December 31, 2009. On April 1, 2010, FDIC deposit insurance for all deposit accounts,
except for certain retirement accounts, returned to $250,000 per depositor. Insurance coverage for certain retirement accounts,
which include all IRA deposit accounts, will remain at $250,000 per depositor. Our cash balance at December 31, 2017 and March
31, 2017 were in excess of the FDIC insurance threshold.
NOTE 8. SUBSEQUENT EVENTS
Management has evaluated subsequent events
through the date these financial statements were issued. Based on our evaluation no events have occurred that require disclosure.