UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
The Fiscal Year Ended November 30, 2020
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from __________ to __________
Commission
File Number 333-223712
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LEADER
HILL CORPORATION
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(Exact
name of registrant issuer as specified in its charter)
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Nevada
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37-1867536
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(State
or other jurisdiction of
incorporation or organization)
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(I.R.S.
Employer
Identification
No.)
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Flat
1204 Block B, Mei Li Yuan, Hong Ling Middle Road, Luohu,
Shenzhen
518000 China.
(Address
of principal executive offices, including zip code)
Registrant’s
phone number, including area code
(+86)
18665342668
Securities
registered pursuant to Section 12(b) of the Securities Exchange Act: None
Securities
registered pursuant to Section 12(g) of the Securities Exchange Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
[ ] No [X]
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
[ ] No [X]
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
YES
[X] NO [ ]
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files).
YES
[ ] NO [X]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer [ ]
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Accelerated
filer [ ]
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Non-accelerated
filer [X]
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Smaller
reporting company [X]
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|
|
|
Emerging
growth company [X]
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
[ ] No [X]
State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day
of the registrant’s most recently completed second fiscal quarter.
Class
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Number of Shares
Held by Non-affiliates
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|
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Average Bid Price as
of May 31, 2020
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|
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Aggregate
Market Value
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Voting Common Stock
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825,000
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|
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$
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0.10
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|
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$
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82,500
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APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
N/A
APPLICABLE
ONLY TO CORPORATE REGISTRANTS
Indicate
the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
Class
|
|
Outstanding
at December 14, 2020
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Common
Stock, $0.001 par value
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4,825,000
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DOCUMENTS
INCORPORATED BY REFERENCE
N/A
Leader
Hill Corporation
FORM
10-K
For
the Fiscal Year Ended November 30, 2020
Index
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements are not historical facts but
rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,”
“intend,” “plan,” “believe,” “foresee,” “estimate” and variations
of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance
and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict
and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include
the following:
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The
availability and adequacy of our cash flow to meet our requirements;
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Economic,
competitive, demographic, business and other conditions in our local and regional markets;
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Changes
or developments in laws, regulations or taxes in our industry;
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Actions
taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory,
judicial and other governmental authorities;
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Competition
in our industry;
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The
loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;
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Changes
in our business strategy, capital improvements or development plans;
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The
availability of additional capital to support capital improvements and development; and
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Other
risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.
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This
report should be read completely and with the understanding that actual future results may be materially different from what we
expect. The forward looking statements included in this report are made as of the date of this report and should be evaluated
with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even
though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as
a result of new information, future events or otherwise.
Use
of Defined Terms
Except
as otherwise indicated by the context, references in this report to:
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●
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The
“Company,” “we,” “us,” or “our,” “Leader Hill” are references
to Leader Hill Corporation., a Nevada corporation.
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“Common
Stock” refers to the common stock, par value $0.001, of the Company;
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“U.S.
dollar,” “$” and “US$” refer to the legal currency of the United States;
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“Securities
Act” refers to the Securities Act of 1933, as amended; and
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“Exchange
Act” refers to the Securities Exchange Act of 1934, as amended.
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PART
I
ITEM
1. BUSINESS
Corporate
History
Leader
Hill Corporation., a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on
August 21, 2017.
On
August 21, 2017 Seah Chia Yee was appointed President, Secretary, and Treasurer, and Director to the Company. He presently is
our sole officer and director.
On
August 21, 2017 our sole officer and director, Seah Chia Yee, purchased 4,000,000 shares of restricted common stock at a purchase
price of $0.001 (par value) per share. Payment for the shares was made on March 14, 2018 and March 15, 2018. The proceeds from
the sale will go directly to the Company to be used for working capital.
On
August 23, 2018, the Company consummated public offering pursuant to Form S-1/A declared effective by Securities and Exchange
Commission on June 26, 2018, 825,000 shares of common stock were issued at $0.04 per share for a total consideration of $33,000.
In
regards to all of the above transaction, other than aforementioned public offering we claim an exemption from registration afforded
by Regulation S of the Securities Act of 1933, as amended (“Regulation S”) for the above sale of the stock since the
sale of the stock were made to non-U.S. person (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore
transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective
affiliates, or any person acting on behalf of any of the foregoing.
Overview
Leader
Hill Corporation is headquartered in Shenzhen, China and primarily operates in the industry of business consulting. We believe
that we have the capacity to offer any of the below services immediately upon securing an agreement with a client. We assist,
and plan to continue to assist, start-up to mid-size companies in the East Asia region, with a focus on mainland China and Hong
Kong. Our core services are divided into four categories: company formation, corporate secretarial and administration, accounting
and bookkeeping, and general business consulting services.
Company
Formation
Leader
Hill Corporation assist clients with company incorporation and domestication services globally through the expertise of our current
management. The Company assist clients with identifying the optimum corporate jurisdiction, in the Company’s opinion, for
the client’s incorporation by identifying what, per the Company’s belief, is the optimum corporate structure to legally
protect their assets and gain access to worldwide markets, while also legally minimizing local and international taxation. The
process of incorporating a company on behalf of a client depends on the jurisdiction in which the company intends to operate in
as well as a variety of other factors. Leader Hill’s team will discuss, with each client the tax and legal implications
per select jurisdictions along with the process involved in incorporating their company. Leader Hill will spend time to ensure
client’s onshore or offshore structure provides the following benefits:
a.
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Company
incorporation in a politically stable jurisdiction;
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b.
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Minimization
of international tax liabilities;
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c.
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Minimal
statutory filling obligations;
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d.
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Registration
of a company offshore offers unrestricted flow of capital and transfer of assets globally;
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e.
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Limited
liability for company directors;
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f.
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A
corporate bank account with an international retail or private bank;
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g.
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Low
share capital requirement;
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h.
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Company
formation in jurisdiction with professional reputation such as Singapore and Hong Kong (since they are not considered tax
havens);
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i.
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To
hold directors/shareholders meetings anywhere in the world;
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j.
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Efficient
requirements for audit and maintaining accounting records.
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Corporate
Secretarial Services
We
provide corporate secretarial services to our new and existing clients. Clients may need to appoint a Company Secretary to maintain
organization and ensure that the Company is following appropriate procedures. We offer assistance with general corporate filings,
managing corporate changes, and retrieval of any official corporate documents. Our secretarial services may include, but are not
strictly limited to:
a.
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Managing
board meetings and circulating briefing documents;
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b.
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Preparing
and managing data rooms for due diligence purposes;
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c.
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Ensuring
all statutory returns and fees are submitted;
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d.
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Drafting
corporate documents and agreements;
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e.
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Managing
the changes in the management such as resignation(s), removal and appointment of directors;
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f.
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Managing
share transfers and new share issuances by the Company.
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Accounting
and Bookkeeping
We
provide accounting and bookkeeping services to update and maintain accounting records, including those which calculate expenditures,
receipts, accounts payable and receivable, and profit and loss. We plan to utilize single-entry and double-entry bookkeeping (two
common bookkeeping methods) and will ask each client for their preference in regard to which method they prefer. We will make
sure that all business and financial transactions are recorded in the correct book, from journal entries, general ledger up to
the trial balance stage. From these, we will then prepare a balance sheet, profit and loss statement, changes in equity and other
miscellaneous figures based on the specifications provided by each client. We will also provide monthly or quarterly financial
reports to make sure our clients understand the financial status of their business. Service included:
a.
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Computerized
bookkeeping;
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b.
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Reconciling
the bank balance monthly with the bank statements;
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c.
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Periodic
financial statements and reports for all purposes;
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d.
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Preparing
budgets and producing reports monitoring actual performance against budget;
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e.
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Compliance
with statutory filing deadlines;
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f.
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Logistical
support on bank and cash, sales and debtors, purchases, and creditors functions.
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General
Business Consulting
We
also provide general business consulting services. These services include, but are not limited to, assistance with the preparation
of written business plans and advisory services relating to mergers and acquisitions (M&A) of future clients. We will also
assist with the creation of personalized strategies for business development, and we will also provide due diligence with strategic
and operational analysis to help our clients make a more informed business decision. Alongside the M&A process, we will assist
our clients with developing financial models, overseeing the valuation process and will ensure that the financials of the potential
acquisition target are prepared to be audited.
Our
current revenues generated thus far have solely been attributed to a feasibility report we have provided to a client. The feasibility
reports we offer are an opinionated report whereas we discuss the particulars of a client’s company as well as their goals.
We then provide an analysis, based upon our own research, as to the industry in which the client operates, an operational model
that can help the client company achieve its goals, assist with the valuation of the entity, and provide analysis of prevailing
market trends that are pertinent to the client company’s operations, amongst other criteria that can vary on a case by case
basis. Our feasibility report can assist a client with multileveled strategies to progress their business(es), which may also
include general information about the process of going public. We base our opinions off of industry research and factual sources,
although we stipulate that all of our clients should supplement our report with their own research and analysis.
Need
for Our Services
Leader
Hill provides corporate support services, on a cost-effective, outsource basis, to start-up companies in the East Asia region,
with a focus on mainland China and Hong Kong. We will help our clients remain competitive in their industries and ease their corporate
burdens through our multi-faceted business consulting services. We anticipate a growing need of our business in East Asia because
of the cost-effectiveness of our services. In today’s complex corporate landscape there is an increasing need for enterprises,
in all industries, to maximize their performance and profitability through means that are as cost effective as possible. We believe
that our sole officer and director’s business experience and our competitive fees will provide us with a competitive advantage.
Marketing
Plan
We
expect to increase our marketing efforts through our President’s personal networks and industry association channels which
have not, at this point in time, been fully identified. Additionally, we intend to bolster our professional reputation and image
by showcasing our knowledge and industry expertise via marketing campaigns through various forms of media. We have undefined plans
to initially market our services through webinars, the creation of a wide variety of white papers, newsletters, books, and other
information offerings. Furthermore, we plan to begin a social media campaign utilizing blogs, twitter, Facebook, and LinkedIn.
A targeted campaign is intended to be made to focus on start-ups and small to mid-size businesses in various industries.
Competition
The
business consulting industry is very competitive and fragmented in the market niche in which our Company operates. There are limited
barriers to entry and new competitors frequently enter the market. A significant number of our competitors possess substantially
greater resources than we possess. Additionally, we face substantial competition for potential clients and for technical and professional
personnel from providers of similar specialties, which range from giant national companies headquartered on Hong Kong and Shenzhen,
China to affiliates of some of the largest accounting firms, business consulting firms in East Asia.
We
believe that existing and new competitors will continue to improve their services and introduce new services with competitive
pricing and performance characteristics. In periods of reduced demand for our services, we can either choose to maintain market
share by reducing our prices to meet competition or maintain prices, which would likely sacrifice market share. Sales and overall
profitability could be reduced in either case.
Future
Plans
Our
future plans include expanding the appeal of our services to the East Asia market, although we do not have any distinct timeline
in which we will begin conducting these plans save for the fact that we plan to hire more employees to support our operations.
To achieve this we will continue to progress our marketing campaign through social media and we plan to hire new employees to
support increased online interaction with potential customers. We also plan to advertise online through advertisements that a
user may be able to click on to learn more about us and/or our products. We believe we will need to hire an additional 4-5 employees
to implement the aforementioned plan to increase our marketing presence. In the future we will continuously evaluate the possibility
of expanding our service offerings to meet the needs of potential new clients and offer an expanded range of services to any potential
clients we may consummate agreements with in the future.
For
the remainder of the fiscal year the Company has plans to promote its services through existing contacts and via in person conferences
where the Company may be able to interact with and meet with potential new clients. The Company is actively, and for the remainder
of the fiscal year, will be researching upcoming business conferences that it may be able to attend to promote its services.
In
addition to the above the Company is also actively, and will continue the rest of the year, to focus on the creation of a Company
website to detail the services the Company offers. The Company believes this will increase exposure to potential new clients.
Currently, the website is in development, and may undergo further changes, but can be found at the web address: www.leaderhill.com.
Employees
As
of November 30, 2020, we have one employee, our President, Seah Chia Yee. Currently, Mr. Seah has the flexibility to work on our
business up to 30 hours per week, but is prepared to devote more time if necessary. The Company intends to employ 10 employees
in 2021, with 3 employees designated to management and administration, 1 employee to marketing, and 6 professionals to providing
corporate consulting and support services. It is the intention of the Company to focus on hiring employees who hold relevant professional
degrees and above average Mandarin proficiency.
We
do not presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we
may adopt plans in the future. There are presently no personal benefits available to our employee, Officer and/or Director.
Government
Regulation
Leader
Hill solely provides business consulting services. There are no requirements for us to obtain any licenses that we are aware of
except possibly business registration licenses in jurisdictions we may intend to operate in.
ITEM
1A. RISK FACTORS
We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide
the information under this item.
ITEM
1B. UNRESOLVED STAFF COMMENTS
We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide
the information under this item.
ITEM
2. PROPERTIES
Our
principal executive office is located at Flat 1204 Block B, Mei Li Yuan, Hong Ling Middle Road, Luo Hu, Shenzhen 518000 China.
ITEM
3. LEGAL PROCEEDINGS
As
of the date hereof, we know of no material pending legal proceedings against to which we or any of our subsidiaries is a party
or of which any of our property is the subject. There are no proceedings in which any of our directors, executive officers or
affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
From time to time, we may be subject to various claims, legal actions and regulatory proceedings arising in the ordinary course
of business.
ITEM
4. MINE SAFETY DISCLOSURES
Not
applicable.
PART
II
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The
Company sole class of common equity do not have an established public trading market however it is currently tradable in OTC Markets
under symbol LHIL with biding price of $0.10 and no asking price since we acquire the symbol on January 2019. We cannot assure
you that there will be any liquidity for our common stock in the future.
Holders
As
of November 30, 2020, we had 4,825,000 shares of our Common Stock par value, $0.001 issued and outstanding. There were 34 beneficial
owners of our Common Stock.
Transfer
Agent and Registrar
The
transfer agent for our capital stock is Transhare Corporation, with an address at 15500 Roosevelt Blvd, Suite 301, Clearwater,
FL 33760.
Penny
Stock Regulations
The
Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be an equity security
that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within
the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who
sell such securities to persons other than established customers and accredited investors (generally those with assets in excess
of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).
For
transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such
securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction,
other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure
document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose
the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and,
if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed
control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held
in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict
the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the
secondary market.
In
addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry
Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a
broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending
speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain
information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for
at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy
our common stock, which may limit the investors’ ability to buy and sell our stock.
Dividend
Policy
Any
future determination as to the declaration and payment of dividends on shares of our Common Stock will be made at the discretion
of our board of directors out of funds legally available for such purpose. We are under no contractual obligations or restrictions
to declare or pay dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our
board of directors currently intends to retain all earnings for use in the business for the foreseeable future.
Equity
Compensation Plan Information
Currently,
there is no equity compensation plan in place.
ITEM
6. SELECTED FINANCIAL DATA
We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide
the information under this item.
ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following discussion of our financial condition and results of operations should be read in conjunction with our audited
financial statements and the notes to those financial statements appearing elsewhere in this Report.
Certain
statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve
risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth
strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of,
working capital. They are generally identifiable by use of the words “may,” “will,” “should,”
“anticipate,” “estimate,” “plan,” “potential,” “project,” “continuing,”
“ongoing,” “expects,” “management believes,” “we believe,” “we intend,”
or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties,
there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place
undue reliance on these forward-looking statements.
The
forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities
laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on
which the statements are made or to reflect the occurrence of unanticipated events.
Overview
Leader
Hill Corporation is headquartered in Shenzhen, China and primarily operates in the industry of business consulting. At present,
the only service that has been provided by the Company thus far, has been the research and creation of a ‘feasibility report’.
All other additional services are prospective, and have not, as of this point in time, been performed for any clients yet. We
believe that we have the capacity to offer any of the below services immediately upon securing an agreement with a client. We
assist, and plan to continue to assist, start-up to mid-size companies in the East Asia region, with a focus on mainland China
and Hong Kong. Our core services are divided into four categories: company formation, corporate secretarial and administration,
accounting and bookkeeping, and general business consulting services.
As
of November 30, 2020, and 2019, our accumulated deficits were $109,014 and $69,005 respectively. Our stockholders’ deficit
was $6,804 and $33,498 as of November 30, 2020 and 2019 respectively.
Results
of Operations
Revenue
For
the year ended November 30, 2020, the Company did not generate any revenue.
For
the year ended November 30, 2019, the Company has generated a revenue of $46,600, from two customers each for $41,000 pertaining
to business and financial advisory services provided and $5,600 of company incorporation services and accounting services respectively.
The
management of the Company believe there is significant concentration on customer for the year ended November 30, 2019.
General
and Administrative Expenses
For
the year ended November 30, 2020, the Company has incurred a general and administrative expenses of $40,009. Of which primarily
consist of legal and professional fees, transfer agent fees, audit and audit related fees and filing agent fees.
For
the year ended November 30, 2019, the Company has incurred a general and administrative expenses of $68,523. Of which primarily
consist of legal and professional fees, transfer agent fees, audit and audit related fees, filing agent fees and accrual of prepaid
expenses related to website development.
Net
Loss
The
Company has incurred net loss of $40,009 and $21,923 for the year ended November 30, 2020 and 2019 respectively. The net loss
mainly derived from the general and administrative expenses incurred.
Liquidity
and Capital Resources
Cash
Used in/(Provided by) Operating Activities
For
the year ended November 30, 2020, the Company has used $21 in operating activities caused by net loss from operating, increase
in other payables and accrued liabilities contra by depreciation expenses, decrease in prepayment, deposits and other receivables
and waiver of advances from director.
For
the year ended November 30, 2019, the Company has used $24,372 in operating activities primarily caused by net loss from operating,
accrual of prepaid website development fee, realization of deferred revenue and recognition of revenue previously categorized
as customer deposit contra by the advances from director for working capital purpose.
Cash
Used In investing activities
The
Company has not used nor received any cash from investing activity for the year ended November 30, 2020 and 2019.
Cash
Provided by Financing Activities
For
the year ended November 30, 2020 and 2019, the Company has not used nor being provided with cash from financing activity.
ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide
the information under this item.
ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The
financial statements required by this item are in PART IV of this Annual Report.
ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM
9A. CONTROLS AND PROCEDURES
Disclosure
Controls and Procedures
Disclosures
Control and Procedures
We
maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934
(the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that
we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in
the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our
management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate,
to allow timely decisions regarding required disclosure.
We
carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer,
of the effectiveness of our disclosure controls and procedures as of November 30, 2019. Based on the evaluation of these disclosure
controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our
chief executive officer concluded that our disclosure controls and procedures were not effective.
The
matters involving internal controls and procedures that our management considered to be material weaknesses under the standards
of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of
independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties and effective
risk assessment; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements
and application of both US GAAP and SEC guidelines; and (4) lack of internal audit function due to the fact that the Company lacks
qualified resources to perform the internal audit functions properly and that the scope and effectiveness of the internal audit
function are yet to be developed. The aforementioned material weaknesses were identified by our chief executive officer in connection
with the review of our financial statements as of November 30, 2020.
Management’s
Report on Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. The internal controls for the Company are provided by executive management’s
review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures
that:
|
●
|
Pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of
the assets of the company;
|
|
|
|
|
●
|
Provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company
are being made only in accordance with authorizations of management and directors of the company; and
|
|
|
|
|
●
|
Provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s
assets that could have a material effect on the financial statements.
|
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management
assessed the effectiveness of the Company’s internal control over financial reporting as of November 30, 2020. In making
this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
in Internal Control-Integrated Framework. Management’s assessment included an evaluation of the design of our internal control
over financial reporting and testing of the operational effectiveness of these controls.
As
of November 30, 2020, management assessed the effectiveness of our internal control over financial reporting based on the criteria
for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 and SEC guidance on conducting such
assessments. Based on such evaluation, the Company’s management concluded that, during the period covered by this Report,
our internal control over financial reporting were not effective.
Identified
Material Weaknesses
A
material weakness in internal control over financial reporting is a control deficiency, or combination of control deficiencies,
that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or
detected.
Management
identified the following material weaknesses during its assessment of internal controls over financial reporting as of November
30, 2020.
1.
|
We
do not have an Audit Committee – While not being legally obligated to have an audit committee, it is the management’s
view that such a committee, including a financial expert member, is an utmost important entity level control over the Company’s
financial statement. Currently the Chief Executive Officer and Director act in the capacity of the Audit Committee and does
not include a member that is considered to be independent of management to provide the necessary oversight over management’s
activities.
|
|
|
2.
|
We
do not have Written Policies & Procedures – Due to lack of written policies and procedures for accounting and
financial reporting, the Company did not establish a formal process to close our books monthly and account for all transactions
and thus failed to properly record the Private Placement or disclose such transactions in its SEC filings in a timely manner.
|
|
|
3.
|
We
did not implement appropriate information technology controls – As at November 30, 2020, the Company retains copies
of all financial data and material agreements; however, there is no formal procedure or evidence of normal backup of the Company’s
data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.
|
Accordingly,
the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the
annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
As
a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal
control over financial reporting as of November 30, 2020 based on criteria established in Internal Control—Integrated Framework
issued by COSO in 2013 and SEC guidance on conducting such assessments
Management’s
Remediation Initiatives
In
an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated,
or plan to initiate, the following series of measures:
1.
|
We
plan to create a position to segregate duties consistent with control objectives and will increase our personnel resources
and technical accounting expertise within the accounting function when funds are available to us. The accounting personnel
is responsible for reviewing the financing activities, facilitate the approval of the financing, record the information regarding
the financing, and submit SEC filing related documents to our legal counsel in order to comply with the filing requirements
of SEC.
|
|
|
2.
|
We
plan to prepare written policies and procedures for accounting and financial reporting to establish a formal process to close
our books monthly on an accrual basis and account for all transactions, including equity and debt transactions.
|
|
|
3.
|
We
intend to add staff members to our management team for making sure that information required to be disclosed in our reports
filed and submitted under the Exchange Act is recorded, processed, summarized and reported as and when required and the staff
members will have segregated responsibilities with regard to these responsibilities.
|
We
anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2021.
Changes
in internal controls over financial reporting
There
was no change in our internal controls over financial reporting that occurred during the period covered by this Report, which
has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting:
This
annual report does not include an attestation report of the Company’s registered independent public accounting firm regarding
internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered
independent public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide
only management’s report in this Annual Report on Form 10-K.
ITEM
9B. OTHER INFORMATION
None.
PART
III
ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Biographical
information regarding the officers and directors of the Company, who will continue to serve as officers and directors of the Company
are provided below:
NAME
|
|
AGE
|
|
POSITION
|
Chia Yee Seah
|
|
30
|
|
President, Secretary,
Treasurer, Director
|
Chia
Yee Seah - President, Secretary, Treasurer, Director
In
2013, Mr. Seah graduated from the University Malaysia Sabah with a Bachelors degree in Mathematics and Economics. In January 2014,
he started his career as a Senior Executive Officer at the Frontline department of Public Bank Berhad, a Malaysia-based commercial
bank. He was responsible for the branch’s daily operations which included, but were not limited to, servicing automated
teller machines (ATM’s), and assisting customers with general banking services such as deposits, withdrawals, wire transfers
etc. Mr. Seah left this position in June 2014 and joined RHB Investment Bank Berhad, a Malaysia-based investment bank where he
served as an equity dealer. His major responsibilities were to manage clients’ portfolios and maintain customer relationships
while simultaneously holding responsibilities for creating trading strategies, processing option purchases, and discussing market
conditions with other traders.
In
July 2015, Mr. Seah joined Wealth-X, a New York-headquartered research firm. He was responsible for evaluating Ultra High Net
Worth Individuals in various markets. His other substantial duties included financial reporting analyses, valuing businesses,
and furthering positive client relationships. Since January 2016, he has worked as a General Manager at Falcon Financial Consulting
Limited, a Shenzhen-based business consulting company. He primarily deals with corporate structuring, execution of capital investments,
corporate finance and IPO related work.
In
August 2017, Mr. Seah founded Leader Hill Corporation, and serves as our President, Secretary, Treasurer, and Director.
Corporate
Governance
The
Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely
and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the
“SEC”) and in other public communications made by the Company; and strives to be compliant with applicable governmental
laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the
Company’s employees, officers and Directors as the Company is not required to do so.
In
lieu of an Audit Committee, the Company’s Board of Directors, is responsible for reviewing and making recommendations concerning
the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial
statements and other services provided by the Company’s independent public accountants. The Board of Directors, the Chief
Executive Officer and the Chief Financial Officer of the Company review the Company’s internal accounting controls, practices
and policies.
Committees
of the Board
Our
Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does
our Company have a written nominating, compensation or audit committee charter. Our Directors believes that it is not necessary
to have such committees, at this time, because the Directors can adequately perform the functions of such committees.
Audit
Committee Financial Expert
Our
Board of Directors has determined that we do not have a board member that qualifies as an “audit committee financial expert”
as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the
term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule
4200(a)(14) of the FINRA Rules.
We
believe that our Director(s) are capable of analyzing and evaluating our financial statements and understanding internal controls
and procedures for financial reporting. The Director(s) of our Company does not believe that it is necessary to have an audit
committee because management believes that the Board of Directors can adequately perform the functions of an audit committee.
In addition, we believe that retaining an independent Director who would qualify as an “audit committee financial expert”
would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact
that we have not generated any positive cash flows from operations to date.
Involvement
in Certain Legal Proceedings
Our
Directors and our Executive officers have not been involved in any of the following events during the past ten years:
1.
|
bankruptcy petition
filed by or against any business of which such person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time;
|
2.
|
any conviction in
a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
3.
|
being subject to
any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities
or banking activities; or
|
4.
|
being found by a
court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated
a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
|
5.
|
Such person was
found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities
law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or
vacated;
|
6.
|
Such person was
found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated
any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission
has not been subsequently reversed, suspended or vacated;
|
7.
|
Such person was
the subject of, or a party to, any Federal or State judicial or administrative order, judgment,decree, or finding, not subsequently
reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law
or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited
to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent
cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud
in connection with any business entity; or
|
8.
|
Such person was
the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory
organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined
in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or
organization that has disciplinary authority over its members or persons associated with a member.
|
Independence
of Directors
We
are not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until
such time as we are required to do so.
Code
of Ethics
We
have not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees
and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and
state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or
Directors expand in the future, we may take actions to adopt a formal Code of Ethics.
Shareholder
Proposals
Our
Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations
for Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be
premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently
have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process
or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management
or shareholders, and make recommendations for election or appointment.
A
shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President,
at the address appearing on the first page of this Information Statement.
SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common
stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission
and to provide us with copies of those filings. Based solely on our review of the copies of such forms furnished to us and written
representations by our officers and directors regarding their compliance with applicable reporting requirements under Section
16(a) of the Exchange Act, we believe that all Section 16(a) filing requirements for our executive officers, directors and 10%
stockholders were met during the year ended November 30, 2020.
ITEM
11. EXECUTIVE COMPENSATION
*The
below figures are in relation to our most recent fiscal year end.
Summary Compensation Table
|
|
Name
and principal position
(a)
|
|
|
Year ended November 30
(b)
|
|
|
|
Salary ($)
(c)
|
|
|
|
Bonus ($)
(d)
|
|
|
|
Stock Compensation ($)
(e)
|
|
|
|
Option Awards ($)
(f)
|
|
|
|
Non-Equity Incentive Plan Compensation ($)
(g)
|
|
|
|
Nonqualified Deferred Compensation Earnings ($)
(h)
|
|
|
|
All Other Compensation ($)
(i)
|
|
|
|
Total ($)
(j)
|
|
Chia Yee Seah
Chief Executive Officer, President, Secretary, Treasurer, Director
|
|
|
2020
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
|
2019
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
On
August 2017, Mr. Chia Yee Seah was appointed as President, Secretary, Treasurer, and Director.
Summary
of Compensation
Stock
Option Grants
We
have not granted any stock options to our executive officers since our incorporation.
Employment
Agreements
We
do not have an employment or consulting agreement with any officers or Directors.
Compensation
Discussion and Analysis
Director
Compensation
Our
Board of Directors does not currently receive any consideration for their services as members of the Board of Directors. The Board
of Directors reserves the right in the future to award the members of the Board of Directors cash or stock-based consideration
for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.
Executive
Compensation Philosophy
Our
Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors
reserves the right to pay our executive or any future executives a salary, and/or issue them shares of common stock in consideration
for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive
officer’s performance. This package may also include long-term stock-based compensation to certain executives, which is
intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors
has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in
the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.
Incentive
Bonus
The
Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion,
if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business
objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result
of the actions and ability of such executives.
Long-term,
Stock Based Compensation
In
order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we
may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion
of our Board of Directors, which we do not currently have any immediate plans to award.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
As
of November 30, 2020, the Company has 4,825,000 shares of common stock issued and outstanding, which number of issued and outstanding
shares of common stock have been used throughout this report.
Name and Address of
Beneficial Owner
|
|
Shares of Common Stock Beneficially Owned
|
|
|
Common Stock Voting Percentage Beneficially Owned
|
|
|
Voting Shares of Preferred Stock
|
|
|
Preferred Stock Voting Percentage Beneficially Owned
|
|
|
Total Voting Percentage Beneficially Owned
|
|
Executive Officers and Directors
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chia Yee Seah, President, Chief Executive Officer, Secretary, Treasurer and Director.
|
|
|
4,000,000
|
|
|
|
82.90
|
%
|
|
|
none
|
|
|
|
n/a
|
|
|
|
82.90
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5% Shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
*
Seah Chia Yee is our sole officer and director.
Beneficial
ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed
to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of
the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares
(for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing
the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such
person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following
table does not necessarily reflect the person’s actual voting power at any particular date.
ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE
On
August 21, 2017 Seah Chia Yee was appointed President, Secretary, and Treasurer, and Director to the Company. He presently is
our sole officer and director.
On
August 21, 2017 our sole officer and director, Seah Chia Yee, purchased 4,000,000 shares of restricted common stock at a purchase
price of $0.001 (par value) per share. Payment for the shares was made on March 14, 2018 and March 15, 2018. The proceeds from
the sale will go directly to the Company to be used for working capital.
From
June 1, 2018 to August 31, 2018, the Company sold a total of 825,000 initial public offering shares to 33 shareholders, all of
which reside in China, Hong Kong and Malaysia, at a price of $0.04 per share. The total proceeds to the Company amounted to a
total of $33,000. The proceeds will be used as working capital.
As
of November 30, 2020, we have authorized capital stock consisting of 75,000,000 shares of common stock, $0.001 par value per share
(“Common Stock”). We have 4,825,000 shares of Common Stock issued and outstanding on the November 30, 2020.
In
regards to all of the above transaction we claim an exemption from registration afforded by Regulation S of the Securities Act
of 1933, as amended (“Regulation S”) for the above sale of the stock since the sale of the stock were made to non-U.S.
person (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling
efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting
on behalf of any of the foregoing.
Review,
Approval and Ratification of Related Party Transactions
Given
our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or
ratification of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders.
We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional
Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an
appropriate committee thereof. On a moving forward basis, our Directors will continue to approve any related party transaction.
ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Audit
Fees
The
following table sets forth the aggregate fees billed to the Company by its independent registered public accounting firms for
the fiscal years ended November 30, 2020 and 2019. We have engaged JP Centurion & Partners PLT as our principal accountant
since the quarter ended August 31, 2020 and before that was Total Asia Associates since May 2019 and before that was TAAD since
2017.
ACCOUNTING FEES AND SERVICES
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
Audit fees
|
|
$
|
18,500
|
|
|
$
|
18,200
|
|
Audit-related fees
|
|
|
-
|
|
|
|
-
|
|
Tax fees
|
|
|
-
|
|
|
|
-
|
|
All other fees
|
|
|
-
|
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
18,500
|
|
|
$
|
21,700
|
|
The
category of “Audit fees” includes fees for our annual audit, quarterly reviews and services rendered in connection
with regulatory filings with the SEC, such as the issuance of comfort letters and consents.
The
category of “Audit-related fees” includes employee benefit plan audits, internal control reviews and accounting consultation.
The
category of “All other fees” includes reissuance of audit opinion from previous auditor TAAD.
All
of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally
provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved
by our board of directors.
PART
IV
ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
Financial Statements
The
following are filed as part of this report:
Financial
Statements
The
following financial statements of LEADER HILL COROPORATION and Report of Independent Registered Public Accounting Firm are presented
in the “F” pages of this Report:
(b)
Exhibits
The
following exhibits are filed herewith:
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
|
LEADER HILL CORPORATION
|
|
(Name of Registrant)
|
|
|
|
Date: December 14, 2020
|
By:
|
/s/
Seah Chia Yee
|
|
Title:
|
President, Secretary, Treasurer, Director
|
INDEX
TO FINANCIAL STATEMENTS
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The
Board of Directors and Stockholders of Leader Hill Corporation
Flat
1204 Block B, Mei Li Yuan
Hong
Ling Middle Road, Luohu
Shenzhen
518000 China
Opinion
on the Financial Statements
We
have audited the accompanying balance sheet of Leader Hill Corporation (“the Company”) as of November 30, 2020, and
the related statement of operations and comprehensive loss, stockholders’ equity, and cash flows for the year ended of November
30, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of November 30, 2020, and the results
of its operations and its cash flows for the year ended of November 30, 2020, in conformity with accounting principles generally
accepted in the United States of America.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. 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 audits 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 Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our
audits 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 audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe
that our audit provides a reasonable basis for our opinion.
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 3 to the financial statements, for the year ended November 30, 2020 the Company incurred a net loss and has net capital
and working capital deficit. These conditions raise substantial doubt about the Company’s ability to continue as a going
concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/s/
JP CENTURION & PARTNERS PLT
|
|
JP
CENTURION & PARTNERS PLT
|
|
|
|
We
have served as the Company’s auditor since 2020.
|
|
|
|
Kuala
Lumpur, Malaysia
|
|
|
|
Date:
December 14, 2020
|
|
|
TOTAL
ASIA ASSOCIATES PLT (AF002128 & LLP0016837-LCA)
A
Firm registered with US PCAOB and Malaysian MIA
Block
C-3-1, Megan Avenue 1, 189, Off Jalan Tun Razak,
50400,
Kuala Lumpur.
Tel:
(603) 2733 9989
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
The
Board of Directors and Stockholders of Leader Hill Corporation
Flat
1204 Block B, Mei Li Yuan
Hong
Ling Middle Road, Luohu
Shenzhen
518000 China
Opinion
on the Financial Statements
We
have audited the accompanying balance sheet of Leader Hill Corporation (“the Company”) as of November 30, 2019, and
the related statement of operations and comprehensive loss, stockholders’ equity, and cash flows for the year ended of
November 30, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion,
the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2019,
and the results of its operations and its cash flows for the year ended of November 30, 2019, in conformity with accounting principles
generally accepted in the United States of America.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. 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 audits 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 Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our
audits 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 audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial statements presentation.
We believe that our audit provides a reasonable basis for our opinion.
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 3 to the financial statements, for the year ended November 30, 2019 the Company incurred a net loss and has net capital
and working capital deficit. These conditions raise substantial doubt about the Company’s ability to continue as a going
concern. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/s/
TOTAL ASIA ASSOCIATE PLT
|
|
TOTAL
ASIA ASSOCIATES PLT
|
|
|
|
We
have served as the Company’s auditor since 2019.
|
|
|
|
Kuala
Lumpur, Malaysia
|
|
|
|
Date:
January 13, 2020
|
|
Item
1. Financial statements
LEADER
HILL CORPORATION
CONDENSED
BALANCE SHEETS
AS
OF NOVEMBER 30, 2020 AND 2019
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
|
|
As of November 30
|
|
|
|
2020
|
|
|
2019
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
512
|
|
|
|
525
|
|
Prepayment
|
|
|
1,101
|
|
|
|
2,268
|
|
Total current assets
|
|
|
1,613
|
|
|
|
2,793
|
|
|
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
|
|
Office equipment, net
|
|
$
|
1,182
|
|
|
$
|
1,724
|
|
Total non-current assets
|
|
|
1,182
|
|
|
|
1,724
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
2,795
|
|
|
$
|
4,517
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
Amount due to a director
|
|
$
|
-
|
|
|
$
|
25,065
|
|
Accrued expenses and other payables
|
|
|
9,599
|
|
|
|
12,950
|
|
Total current liabilities
|
|
$
|
9,599
|
|
|
$
|
38,015
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
$
|
9,599
|
|
|
$
|
38,015
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
Preferred stock, $0.001 par value; 0 shares authorized; None issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
Common stock, $ 0.001 par value; 75,000,000 shares authorized; 4,825,000 shares issued and outstanding as of November 30, 2020 and November 30, 2019, respectively
|
|
$
|
4,825
|
|
|
$
|
4,825
|
|
Additional paid-in capital
|
|
|
98,870
|
|
|
|
32,175
|
|
Accumulated other comprehensive loss
|
|
|
(1,485
|
)
|
|
|
(1,493
|
)
|
Accumulated deficit
|
|
|
(109,014
|
)
|
|
|
(69,005
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL STOCKHOLDERS’ DEFICIT
|
|
$
|
(6,804
|
)
|
|
$
|
(33,498
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
$
|
2,795
|
|
|
$
|
4,517
|
|
See
accompanying notes to financial statements.
LEADER
HILL CORPORATION
CONDENSED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR
THE YEAR ENDED NOVEMBER 30, 2020 AND 2019
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
|
|
Year Ended November 30
|
|
|
|
2020
|
|
|
2019
|
|
REVENUE
|
|
$
|
-
|
|
|
$
|
46,600
|
|
|
|
|
|
|
|
|
|
|
COST OF REVENUE
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT
|
|
|
-
|
|
|
|
46,600
|
|
|
|
|
|
|
|
|
|
|
OTHER INCOME
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
GENERAL AND ADMINISTRATIVE EXPENSES
|
|
|
(40,009
|
)
|
|
|
(68,523
|
)
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE INCOME TAX
|
|
|
(40,009
|
)
|
|
|
(21,923
|
)
|
|
|
|
|
|
|
|
|
|
INCOME TAX PROVISION
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
|
$
|
(40,009
|
)
|
|
|
(21,923
|
)
|
|
|
|
|
|
|
|
|
|
Other comprehensive income/(loss):
|
|
|
|
|
|
|
|
|
- Foreign currency translation adjustment
|
|
|
8
|
|
|
|
136
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss
|
|
|
(40,001
|
)
|
|
|
(22,287
|
)
|
|
|
|
|
|
|
|
|
|
Net income/(loss) per share- Basic and diluted
|
|
|
(0.01
|
)
|
|
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding – Basic and diluted
|
|
|
4,825,000
|
|
|
|
4,825,000
|
|
See
accompanying notes to financial statements.
LEADER
HILL CORPORATION
CONDENSED
STATEMENTS OF SHAREHOLDERS’ EQUITY
AS
AT NOVEMBER 30, 2020
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NUMBER OF Shares
|
|
|
Amount
|
|
|
Additional Paid-in Capital
|
|
|
Accumulated DEFICIT
|
|
|
Accumulated comprehensive loss
|
|
|
Total
STOCKHOLDERS’ EQUITY
|
|
Balance as of November 30, 2018
|
|
|
4,825,000
|
|
|
|
4,825
|
|
|
|
32,175
|
|
|
|
(47,082
|
)
|
|
|
(1,629
|
)
|
|
|
(11,711
|
)
|
Net loss for the period
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(21,923
|
)
|
|
|
-
|
|
|
|
(21,923
|
)
|
Foreign currency translation
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
136
|
|
|
|
136
|
|
Balance as of November 30, 2019
|
|
|
4,825,000
|
|
|
|
4,825
|
|
|
|
32,175
|
|
|
|
(69,005
|
)
|
|
|
(1,493
|
)
|
|
|
(33,498
|
)
|
Waiver of amount due to director
|
|
|
-
|
|
|
|
-
|
|
|
|
66,695
|
|
|
|
-
|
|
|
|
-
|
|
|
|
66,695
|
|
Net loss for the period
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(40,009
|
)
|
|
|
-
|
|
|
|
(40,009
|
)
|
Foreign currency translation
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
8
|
|
|
|
8
|
|
Balance as of November 30, 2020
|
|
|
4,825,000
|
|
|
|
4,825
|
|
|
|
98,870
|
|
|
|
(109,014
|
)
|
|
|
(1,485
|
)
|
|
|
(6,804
|
)
|
See
accompanying notes to financial statements
LEADER
HILL CORPORATION
CONDENSED
STATEMENTS OF CASH FLOWS
FOR
THE YEAR ENDED NOVEMBER 30, 2020 AND 2019
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
|
|
Year Ended November 30
|
|
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(40,009
|
)
|
|
$
|
(21,923
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
542
|
|
|
|
542
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivables
|
|
|
1,167
|
|
|
|
-
|
|
Prepayment, deposits and other receivables
|
|
|
-
|
|
|
|
37,832
|
|
Amount due to director
|
|
|
41,630
|
|
|
|
1,327
|
|
Other payables and accrued liabilities
|
|
|
(3,351
|
)
|
|
|
(36,550
|
)
|
Deferred revenue
|
|
|
-
|
|
|
|
(5,600
|
)
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
$
|
(21
|
)
|
|
$
|
(24,372
|
)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
Purchase of office equipment
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Proceed from share issuance
|
|
|
-
|
|
|
|
-
|
|
Subscription receivable
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
$
|
8
|
|
|
$
|
136
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents
|
|
$
|
(13
|
)
|
|
$
|
(24,236
|
)
|
Cash and cash equivalents, beginning of year
|
|
|
525
|
|
|
|
24,761
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, END OF YEAR
|
|
$
|
512
|
|
|
$
|
525
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL CASH FLOWS INFORMATION
|
|
|
|
|
|
|
|
|
Cash paid for income taxes
|
|
$
|
-
|
|
|
$
|
-
|
|
Cash paid for interest paid
|
|
$
|
-
|
|
|
$
|
-
|
|
See
accompanying notes to financial statements.
LEADER
HILL CORPORATION
NOTES
TO FINANCIAL STATEMENTS
1.
ORGANIZATION AND BUSINESS BACKGROUND
Leader
Hill Corporation, a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on August
21, 2017.
We,
Leader Hill Corporation (“the Company”), are an early stage business consulting company that intends to assist start-up
to mid size companies in the East Asia region, with a focus on mainland China and Hong Kong, to operate their businesses more
cost effectively through our multifaceted consulting services.
The
Company’s executive office is located at Flat 1204 Block B, Mei Li Yuan, Hong Ling Middle Road, Luohu, Shenzhen 518000 China.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of presentation
The
financial statements for Leader Hill Corporation for the year ended November 30, 2020 are prepared in accordance with accounting
principles generally accepted in the United States of America (“US GAAP”) The Company has adopted November 30 as its
fiscal year end.
Use
of estimates
Management
uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions
affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets,
and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.
Revenue
recognition
The
Company adopted Accounting Standards Codification (“ASC”) 606. ASC 606, Revenue from Contracts with Customers, establishes
principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the
entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue
to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled
to receive in exchange for those goods or services recognized as performance obligations are satisfied.
The
Company has assessed the impact of the guidance by performing the following five steps analysis:
Step
1: Identify the contract
Step
2: Identify the performance obligations
Step
3: Determine the transaction price
Step
4: Allocate the transaction price
Step
5: Recognize revenue
Based
on the assessment, the Company concluded that there was no change to the timing and pattern of revenue recognition for its current
revenue streams in scope of Topic 606 and therefore there were no material changes to the Company’s financial
statements upon adoption of ASC 606.
Revenue
is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue.
Revenue
from supplies of consulting services is recognized when title and risk of loss are transferred and there are no continuing obligations
to the customer. Title and the risks and rewards of ownership transfer to and accepted by the customer when the services are collected
by the customer at the Company’s office. Revenue is recorded net of sales discounts, returns, allowances, and other adjustments
that are based upon management’s best estimates and historical experience and are provided for in the same period as the
related revenues are recorded. Based on limited operating history, management estimates that there was no sales return for the
period reported.
The
Company derives its revenue from direct sales to individuals and business companies. Generally, the Company recognizes revenue
when services are sold and accepted by the customers and there are no continuing obligations to the customer.
General
and Administrative Expenses
For
the year ended November 30, 2020, the Company has incurred a general and administrative expenses of $40,009. Of which primarily
consist of legal and professional fees, transfer agent fees, audit and audit related fees and filing agent fees.
For
the year ended November 30, 2019, the Company has incurred a general and administrative expenses of $68,523. Of which primarily
consist of legal and professional fees, transfer agent fees, audit and audit related fees, filing agent fees and accrual of prepaid
expenses related to website development.
Cash
and cash equivalents
Cash
and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions
and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
Our cash and cash equivalents are $512 and $525 as of November 30, 2020 and 2019, respectively.
Accounts
receivable
Accounts
receivable are recorded at the invoiced amount less an allowance for any uncollectible accounts and do not bear interest, which
are due on demand. Management reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical
collection trends and aging of receivables. Management also periodically evaluates individual customer’s financial condition,
credit history, and the current economic conditions to adjust in the allowance when it is considered necessary.
Account
balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery
is considered remote.
Plant
and equipment
Plant
and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated
on the straight-line basis over the following expected useful lives from the date on which they become fully operational:
Categories
|
|
Estimated
useful life
|
Office equipment
|
|
5 years
|
Expenditures
for maintenance and repairs are expensed as incurred. The gain or loss on the disposal of plant and equipment is the difference
between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the statement of operations.
Depreciation
and amortization expense, classified as operating expenses, was $542 for both the year ended November 30, 2020 and 2019, respectively.
Income
taxes
Income
taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under
this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets
and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those
temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment date.
ASC
740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements
uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized
in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.
Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50%
likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant
facts.
As
of November 30, 2020 and 2019, there were no deferred taxes due to the uncertainty of the realization of net operating loss or
carry forward prior to expiration.
Net
income/ (loss) per share
The
Company calculates net income/ (loss) per share in accordance with ASC Topic 260 “Earnings per share”. Basic income/
(loss) per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period.
Diluted loss per share is computed similar to basic income/ (loss) per share except that the denominator is increased to include
the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued
and if the additional common shares were dilutive.
Related
parties
Parties,
which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly,
to control the other party or exercise significant influence over the other party in making financial and operating decisions.
Companies are also considered to be related if they are subject to common control or common significant influence.
Fair
value of financial instruments:
The
carrying value of the Company’s financial instruments: cash and cash equivalents, receivables, accounts payable and amount
due to a director approximate at their fair values because of the short-term nature of these financial instruments.
The
Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”),
with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value
hierarchy that prioritizes the inputs used in measuring fair value as follows:
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Level 1: Observable
inputs such as quoted prices in active markets;
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Level 2: Inputs,
other than the quoted prices in active markets, that are observable either directly or indirectly; and
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Level 3: Unobservable
inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
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The
Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption
of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.
3.
GOING CONCERN UNCERTAINTIES
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company having
accumulated deficit of $109,014 and $69,005 as of November 30, 2020 and 2019 respectively. For the year ended November 30, 2020
and 2019, the Company has net loss of $40,009 and $21,923 respectively.
The
Company’s cash position may not be significant enough to support the Company’s daily operations. While the Company
believes in the viability of its strategy and in its ability to raise additional funds, there can be no assurances to that effect.
The Company’s ability to continue as a going concern is dependent upon its ability to improve profitability and the ability
to acquire financial support from its shareholder.
These
and other factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after
the date that financial statements are issued. These financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result
in the Company not being able to continue as a going concern.
4.
AMOUNT DUE TO A DIRECTOR
As
of November 30, 2019, the company has an outstanding payable to director of $25,065, which is unsecured and non-interest bearing
with no fixed terms of repayment.
For
the year ended November 30, 2020, our director has further advance $40,009 to the Company for working capital purpose which was
subsequently written off as waiver of amount due to director for a total $65,074, recorded as additional paid-in capital.
Currently,
our office is provided by our director, Seah Chia Yee, without charge.
Our
director, Seah Chia Yee, has not been compensated for the services.
5.
PREPAYMENT
As
of November 30, 2020, the Company has a prepayment of $1,101, of which included prepaid Edgar filing fee and company renewal agent
fee.
As
of November 30, 2019, the Company has a prepayment of $2,268, of which included prepaid Edgar filing fee and company renewal agent
fee.
6.
PROPERTY AND EQUIPMENT, NET
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As of
November 30, 2020
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As of
November 30, 2019
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Office equipment
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$
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2,709
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|
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$
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2,709
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|
|
|
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2,709
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2,709
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Less: Accumulated depreciation
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(1,527
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)
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(985
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)
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Office equipment, net
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$
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1,182
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$
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1,724
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Depreciation,
classified as operating expenses, was $542 respectively for year ended November 30, 2020 and 2019.
7.
ACCRUED EXPENSES
As
at November 30, 2020 and 2019, the company has an outstanding accrued expense as following:
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As of
November 30, 2020
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As of
November 30, 2019
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Accrued audit fee
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9,500
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9,800
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Accrued reissuance audit opinion
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-
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3,000
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Accrued transfer agent fee
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99
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|
|
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150
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Total
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$
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9,599
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$
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12,950
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8.
INCOME TAXES
The
income (loss) before income taxes of the Company for the years ended November 30, 2020 and 2019 were comprised of the following:
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For the year ended
November 30
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2020
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2019
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Loss before income taxes
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$
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(40,009
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)
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$
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(21,923
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)
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Provision
for income taxes consisted of the following:
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For the year ended
November 30
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2020
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2019
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Current:
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$
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-
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$
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-
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Deferred:
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$
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-
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$
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-
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The
effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply
a broad range of income tax rates. During the periods presented, the Company has a number of subsidiaries that operates in different
countries and is subject to tax in the jurisdictions in which its subsidiaries operate, as follows:
United
States of America
The
Tax Act reduces the U.S. statutory corporate tax rate from 35% to 21% for our tax years beginning in 2018, which resulted in the
re-measurement of the federal portion of our deferred tax assets as of November 30, 2018 from the 35% to 21% tax rate. The Company
is registered in the State of Nevada and is subject to United States of America tax law. As of November, 2019, the operations
in the United States of America incurred $109,014 of cumulative net operating losses (NOL’s) which can be carried forward
to offset future taxable income. The NOL carryforwards begin to expire in 2040, if unutilized. The Company has provided for a
full valuation allowance of approximately $22,893 against the deferred tax assets on the expected future tax benefits from the
net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized
in the future.
The
following table sets forth the significant components of the aggregate deferred tax assets of the Company as of November 30, 2020
and 2019:
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As of
November 30, 2020
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As of
November 30, 2019
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Deferred tax assets:
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Net operating loss carryforwards
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$
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22,893
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$
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14,491
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Less: valuation allowance
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(22,893
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)
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(14,491
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)
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Deferred tax assets
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$
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-
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$
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-
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Management
believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly,
the Company provided for a full valuation allowance against its deferred tax assets of $22,893 as of November 30, 2020.
9.
COMMON STOCK
On
August 21, 2017, the Company issued 4,000,000 shares of restricted common stock, each with a par value of $0.001 per share, to
Mr. Seah for initial working capital of $4,000.
From
June 1, 2018 to August 31, 2018, the Company sold a total of 825,000 initial public offering shares to 33 shareholders, all of
which reside in China, Hong Kong and Malaysia, at a price of $0.04 per share. The total proceeds to the Company amounted to a
total of $33,000. The proceeds will be used as working capital.
As
of November 30, 2020, we have authorized capital stock consisting of 75,000,000 shares of common stock, $0.001 par value per share
of which 4,825,000 shares of common stock were issued and outstanding.
10.
SUBSEQUENT EVENTS
In
accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure
of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events
or transactions that occurred after November 30, 2020 up through the date the Company issued the financial statements.
11.
SIGNIFICANT EVENT
Imposition
of lockdown and other restrictive measures
On
23 January 2020, the Chinese government imposed a lockdown in Wuhan and other cities in the province of Hubei in an effort to
quarantine the center of an outbreak of COVID-19. The lockdown in the city of Wuhan has set a precedent to other cities, where
other cities within the country has implemented respective restrictive measures, including outdoor restrictions and closed management
of communities. Shanghai, where the Company primarily operates the business in, was put under closed managed communities on 10
February 2020. The Chinese economy did fully restart until April 2020.
Before
the financial statements were made out, the Board of Directors had considered the impact of COVID-19 outbreak in China, which
would have affected the financial position, performance and cash flow of the Company as ended on the reporting date thereon.
The
Management concluded that the impact of non-adjusting events from the COVID-19 outbreak has not significantly affected the fair
value of the financial assets or liabilities and non-financial assets of the Company, including the classification of current
and non-current items that were presented on the reporting date.