REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Future International Group Corp.
(Formerly known as Pacman Media Inc.)
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Future International Group Corp. as of October 31, 2018 (restated) and 2017 and the related restated statements of operations, changes in stockholders deficit and cash flows for the years then ended, and the related notes (collectively referred to as financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2018 (restated) and 2017 and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by
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management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #2 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Managements plan in regard to these matters is also described in Note #2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/S/ MICHAEL GILLESPIE & ASSOCIATES, PLLC
We have served as the Companys auditor since 2016.
Seattle, Washington
December 5, 2018
August 27, 2019 as to Note 6 and Note 10.
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Notes to the Audited Financial Statements
October 31, 2018 and October 31, 2017
Notes to the Financial Statements
Note 1: Organization and Basis of Presentation
Pacman Media, Inc. (the Company) is a for profit corporation established under the corporation laws in the State of Nevada, United States of America on September 25, 2013. Our offices are located at Unit 8954, 483 Green Lanes, London N13 4BS, England, United Kingdom.
The Company intends to commence operations as a developer of mobile apps to be used on smartphones, tablet computes, and other mobile devices.
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. The Financial Statements and related disclosures as of October 31, 2017 are audited pursuant to the rules and regulations of the United States Securities and Exchange Commission (SEC). Unless the context otherwise requires, all references to Pacman Media, Inc., we, us, our or the company are to Pacman Media, Inc.
Note 2: Going Concern
The accompanying financial statements and notes have been prepared assuming that the Company will continue as a going concern.
For the period ended October 31, 2018, the Companys net loss from inception is $42,397. The Companys ability to continue as a going concern is dependent upon the Companys ability to generate sufficient revenues to operate profitably or raise additional capital through debt financing and/or through sales of common stock.
Note 3: Significant Accounting Policies and Recent Accounting Pronouncements
Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted accounting principles 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 revenues and expenses during the period. Actual results could differ from those estimates.
Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.
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Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.
Disclosures as of July 31, 2018 and 2017
ASC 825, Disclosures about Fair Value of Financial Instruments, requires disclosure of fair value information about financial instruments. ASC 820, Fair Value Measurements defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of October 31, 2018.
The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accrued liabilities and notes payable.
Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.
Basic and Diluted Loss Per Share
The Company computes earnings (loss) per share in accordance with ASC 260-10-45 Earnings per Share, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.
Revenue Recognition
The Company will recognize revenue in accordance with Accounting Standards Codification No. 605, Revenue Recognition ("ASC-605"). ASC-605 requires that four basic criteria must be met before revenue can be recognized:
1. Persuasive evidence of an arrangement exists
2. Delivery has occurred
3. The selling price is fixed and determinable
4. Collectability is reasonably assured.
Determination of criteria (3) and (4) are based on management's judgment regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, or other adjustments are provided for in the same period the related sales are recorded. The Company will defer any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.
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Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Companys results of operations, financial position or cash flow.
Note 4: Legal Matters
The Company is not aware of any legal issues pending.
Note 5: Debt
From September 25, 2013 through October 31, 2018, Dave Evans, the sole director and President of the Company, provided loans to the Company totaling $1,680, which is being carried as a note payable. The loan is non-interest bearing, unsecured and due upon demand.
Note 6: Federal Tax Liability
The IRS has assessed a penalty for the year ended 10/31/15 on November 13, 2017 for the amount $10,740 for the failure to timely file Form 5472.
Note 7: Capital Stock
On September 25, 2013 the Company authorized 75,000,000 shares of commons stock with a par value of $0.001 per share.
During the years of October 2014 and 2015 the Company issued 4,000,000 common shares for cash proceeds of $4,000.
During the year of October 31, 2016 the Company issued 400,000 common shares at $0.01 for cash proceeds of $4,000.
During the year of October 31 2017, the Company issued 1,720,000 common shares at $0.01 per share for cash proceeds of $17,200.
During the year of October 31, 2018, the Company issued 140,000 common shares at $0.01 per share for cash proceeds of $1,400.
As of October 31, 2018 there were 6,260,000 shares of common stock issued and outstanding.
As of October 31, 2018 there were no outstanding stock options or warrants.
Note 8: Income Taxes
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As of October 31, 2018, the Company had net operating loss carry forwards of approximately $42,397 that may be available to reduce future years taxable income in varying amounts through 2032. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
The provision for Federal income tax consists of the following:
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October 31, 2018
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October 31, 2017
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Federal income tax benefit attributable to:
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|
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Current Operations
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$ 4,725
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$ 2,123
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Less: valuation allowance
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(4,725)
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(2,123)
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Net provision for Federal income taxes
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0
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0
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The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:
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October 31, 2018
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October 31, 2017
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Deferred tax asset attributable to:
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Net operating loss carryover
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$ 8,903
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$ 4,178
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Less: valuation allowance
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(8,903)
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(4,178)
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Net deferred tax asset
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0
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0
|
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $42,397 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.
Note 9: Related Party Transactions
The Company neither owns nor leases any real or personal property. The director of the Company provides office space and services free of charge. The Company's sole officer and director is involved in other business activities and may in the future, become involved in other business opportunities as they become available.
The Company has a related party transaction involving the sole director and officer. The nature and details of the transaction are described in Note 5.
Note 10: Subsequent Events
In accordance with ASC 855-10, the Company has evaluated events subsequent through the date these financial statements have been issued to assess the need for potential recognition or disclosure in this report. Such events were evaluated through August 27, 2019 and the date these financial statements were available to be issued.
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Effective March 29, 2019, a change of control/acquisition occurred with respect to Pacman Media Inc. (see the Form 8-K report filed on April 4, 2019).
On April 24, 2019, Pacman Media, Inc., changed its name to Future International Group Corp. Furthermore, on April 24, 2019, Mr. David Mark Evans resigned in all capacities as an officer of the Company, including as the Company's Chief (Principal) Executive Officer and Chief (Principal) Financial Officer. On that same date, Mr. Guobin Su was appointed the Company's new Chief (Principal) Executive Officer, Chief (Principal) Financial Officer, Secretary and Treasurer.
As of November 26, 2018, the IRS assessed a penalty on the Company in the amount of $10,236.44 for failing to timely file Form 5472.
On August 12, 2019, the Board of Directors of Future International Group Corp. (Company) appointed Mr. Lingbo Shi as the new Chief (Principal) Executive Officer of the Company and Mr. Goubin Su resigned in such capacity. Mr. Su remains as the Companys Chief Financial Officer and sole Director.
Item 9A(T).
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Controls and Procedures
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DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to our directors, officers or persons controlling us, we have been advised that it is the Securities and Exchange Commissions opinion that such indemnification is against public policy as expressed in such act and is, therefore, unenforceable.
MANAGEMENTS DISCUSSION AND ANALYSIS
You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should review the Risk Factors section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
To meet our need for cash we are attempting to raise money from this offering. We believe that we will be able to raise enough money through this offering to start our proposed operations but we cannot guarantee that once we start operations we will stay in business after doing so. If we are unable to successfully attract customers to buy our Web Services we may quickly use up the proceeds from this offering and will need to find alternative sources. At the present time, we have not made any arrangements to raise additional cash, other than through this offering.
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 an annual non-binding advisory vote on executive compensation and nonbinding stockholder approval of any golden parachute payments not previously approved. 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
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standards until those standards would otherwise apply to private companies. However, we are choosing to opt out of such extended transition period, and as a result, we will comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards is irrevocable.
System of Internal Control over Financial Reporting
Although our Company is unable to meet the standards under COSO because of the limited funds available to a company of our size and stage of development, we are committed to improving our financial organization. As funds become available, we will undertake to: (1) create a position to segregate duties consistent with control objectives, (2) increase our personnel resources and technical accounting expertise within the accounting function (3) appoint one or more outside directors to our board of directors who shall be appointed to the audit committee of our Company resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and (4) prepare and implement sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.
We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. However, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting identified in connection with our evaluation we conducted of the effectiveness of our internal control over financial reporting as of October 31, 2018, that occurred during our fiscal year that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
This annual report does not include an attestation report of the Companys registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only managements report in this annual report.
PART III
Item 10
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Directors, Executive Officers, Promoters and Control Persons of the Company.
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The following table sets forth as of October 31, 2018, the names, positions and ages of our current executive officers and directors
Our executive officer and our treasurer their age as of the date of this prospectus is as follows:
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|
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Name
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Age
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Position
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Guobin Su
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42
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President, Secretary, Treasurer, Chief Executive Officer and member of the Board of Directors.
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The person named above has held his offices/positions since the inception of our company and is expected to hold his offices/positions until the next annual meeting of our stockholders.
Biographical Information
Lingbo Shi (Age: 42) is a senior advertising executives with over 20 years of experience having served many established brands such as Dongfeng Nissan, China Mobile, COFCO, Huawei, Ping An Insurance, Microsoft and SONY, among others.
In 2014, Mr. Shi founded Beijing ARhieason Technology Co., Ltd and remains the sole principal of the company. From 2009 to 2016, he was Senior Vice President of Beijing Jiali Hengyuan Public Relations Consulting Co., Ltd, and from 2008 to 2014, he was Chief Executive Officer of Beijing Netcrowd Interactive Advertising Co., Ltd.
Board Composition
Our Bylaws provide that the Board of Directors shall consist of at least one member, and that our shareholders shall determine the number of directors from time to time. Each director serves for a term that expires until the next annual meeting of shareholders and until his successor shall have been elected and qualified, or until his earlier resignation, removal from office, or death.
Committees of the Board of Directors
We do not presently have a separately constituted audit committee, compensation committee, nominating committee, executive committee or any other committees of our Board of Directors. Nor do we have an audit committee financial expert. As such, our entire Board of Directors acts as our audit committee and handles matters related to compensation and nominations of directors.
Potential Conflicts of Interest
Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our sole director, who is also our sole executive officer. Thus, there is an inherent conflict of interest.
Significant Employees
We have no significant employees other than the executive officers described above.
Item 11.
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Executive Compensation.
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Since our incorporation on September 25th, 2013, we have not compensated and have no arrangements to compensate our president and director Mr. Evans for his services to us as an officer. However, we anticipate that Mr. Evans will receive compensation from the Company once cash flow that we generate from operations significantly exceeds our total expenses. We have not granted any stock options to Mr. Evans; there are no stock option, retirement, pension, or profit
28
sharing plans for the benefit of Mr. Evans; and, we have not entered into any employment or consulting agreements with Mr. Evans. However, as president and director of the company Mr. Evans has the power to set his own compensation.
The following table sets forth the compensation paid by us for the period from inception until the fiscal year ending October 31, 2018, and subsequent thereto, for our sole officer and director. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any. The compensation addresses all compensation awarded to, earned by, or paid to our named executive officers.
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|
|
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Name and
Principal
Position
Guobin Su
Chief Executive Officer
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Year
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Salary($)
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Bonus($)
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Stock Awards
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Option Awards
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Non-Equity Incentive Plan Compensation
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Non-Qualified Deferred Compensation Earnings
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All Other Compensation
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Total
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2013/2014
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0
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0
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0
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0
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0
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0
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0
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0
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2015/2016
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0
|
0
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0
|
0
|
0
|
0
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0
|
0
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2017
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0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
2018
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
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Outstanding Equity Awards at 2018 Fiscal Year-End
We do not currently have a stock option plan nor did any long-term incentive plans that provide compensation intend to serve as an incentive for performance. No individual grants of stock options or other equity incentive awards have been made to our president and director since our inception; accordingly, none were outstanding at October 31, 2018.
Employment Contracts, Termination of Employment, Change-in-Control Arrangements.
There are currently no employments or other contracts or arrangements with our executive officer. There are no compensation plans or arrangements, including payments to be made by us, with respect to our sole officer or director that would result from the resignation, retirement or any other termination of such person from us. There are no arrangements for our director or officer that would result from a change-in-control.
Long-Term Incentive Plan Awards
We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.
Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
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The following table sets forth information regarding the beneficial ownership of our common stock as of October 31, 2018 for our director. There is no other person or group or affiliated persons, known by us to beneficially own more than 5% of our common stock.
We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Unless otherwise indicated, the person identified in this table has sole voting and investment power with respect to all shares shown as beneficially owned by him, subject to applicable community property laws, and the address for each person listed in the table is FUTURE INTERNATIONAL GROUP CORP., Unit 8954
483 Green Lanes, London,
N13 4BS England, U.K.
The percentage ownership information shown in the table below is calculated based on 6,260,000 shares of our common stock issued and outstanding as of October 31, 2018. We do not have any outstanding options, warrants or other securities exercisable for or convertible into shares of our common stock.
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Name and Address of Beneficial Owner
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No. of Common Stock
Before Offering
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No. of Common Stock
After Offering
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Percentage of Ownership
Before Offering
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David Evans
Unit 8954
483 Green Lanes,London,
N13 4BS England, U.K.
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4,000,000
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4,000,000
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90,96%
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Officers and directors (1 persons)
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4,000,000
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4,000,000
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90,96%
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Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than ten percent of our common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of our common stock. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
Item 13.
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Certain Relationships and Related Transactions, and Director Independence.
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Company shares bought by our director
On January 16, 2014, we issued an aggregate of 4,000,000 shares of our common stock to our director David Evans, for aggregate consideration of $4,000.
Loan from our director
On October 10, 2014 our director loaned $1,680 to the Company. The loan is unsecured, non-interest bearing and due on demand. The balance due to the director is $1,680 as of October 31, 2018.
Director Independence
As of the date of this Registration Statement filed on Form 10K, we have no independent directors.
Involvement in Certain Legal Proceedings
No director, person nominated to become a director, executive officer, promoter or control person of our company has, during the last ten years: (i) been convicted in or is currently subject to a pending a criminal proceeding (excluding traffic violations and other minor offenses); (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any federal or state securities or banking or commodities laws including, without limitation, in any way limiting involvement in any business activity, or finding any violation with respect to such law, nor (iii) any bankruptcy petition been filed by or against the business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two years prior thereto.
Stockholder Communications with the Board
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We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board of Directors. Nevertheless, every effort will be made to ensure that the views of stockholders are heard by the Board of Directors, and that appropriate responses are provided to stockholders in a timely manner. During the upcoming year, our Board will continue to monitor whether it would be appropriate to adopt such a process.
Item 14.
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Principal Accounting Fees and Services.
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During fiscal year ended October 31, 2018, we incurred approximately $6,950 in fees to our principal independent accountants for professional services rendered.
During fiscal year ended October 31, 2017, we incurred approximately $4,500 in fees to our principal independent accountants for professional services rendered.