U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-Q
| ☒ | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the quarterly period ended September 30, 2016 | ||
| ☐ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the transition period from _____ to _____ |
Commission File No. 0-52072
| USA ZHIMINGDE INTERNATIONAL GROUP CORPORATION |
| (Exact Name of Registrant in its Charter) |
| Nevada | 62-1299374 |
| (State or Other Jurisdiction of incorporation or organization) |
(I.R.S. Employer I.D. No.) |
| 225 Broadway, Suite 910, New York, NY 10007 |
| (Address of Principal Executive Offices) |
Issuer’s Telephone Number: 212-608-8858
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 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 ☐ No ☒
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files.) Yes ☐ No ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☒ No ☐
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. (Check One)
Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☒
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date:
November 14, 2016
Common Voting Stock: 1,853,207
USA ZHIMINGDE INTERNATIONAL GROUP CORPORATION
QUARTERLY report on Form 10-Q
for the fiscal QUARTER ended SEPTEMBER 30, 2016
Table of Contents
USA Zhimingde International Group Corporation
| ASSETS | September 30, 2016 |
December 31, 2015 | ||||
| (Unaudited) | ||||||
| Current assets: | ||||||
| Cash | $ | — | $ | — | ||
| Total current assets | — | — | ||||
| TOTAL ASSETS | $ | — | $ | — | ||
| LIABILITIES AND stockholders’ (DEFICIT) | ||||||
| Current liabilities: | ||||||
| Accrued expenses | $ | 122,134 | $ | 104,540 | ||
| Total current liabilities | 122,134 | 104,540 | ||||
| Stockholders’ (deficit): | ||||||
| Preferred stock, $0.001 par value per share, 50,000,000 shares authorized, none issued and outstanding at September 30, 2016 and December 31, 2015 | — | — | ||||
| Common stock, $0.001 par value per share, 100,000,000 shares authorized, 1,853,207 shares issued and outstanding at September 30, 2016 and December 31, 2015 | 1,853 | 1,853 | ||||
| Additional paid-in capital | 688,779 | 675,779 | ||||
| Deficit | (812,766 | ) | (782,172 | ) | ||
| Total stockholders’ (deficit) | (122,134 | ) | (104,540 | ) | ||
| TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) | $ | — | $ | — | ||
See accompanying notes to financial statements.
| 2 |
USA Zhimingde International Group Corporation
STATEMENTS OF OPERATIONS (UNAUDITED) (IN U.S. $)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015
| Three Months Ended September 30,
| Nine Months Ended September 30, | |||||||||||||||
| 2016 | 2015 | 2016 | 2015 | |||||||||||||
| Operating expenses: | ||||||||||||||||
| Professional fees | $ | (10,198 | ) | $ | (11,039 | ) | $ | (30,594 | ) | $ | (39,907 | ) | ||||
| General and administrative | — | — | — | — | ||||||||||||
| Total operating expenses | (10,198 | ) | (11,039 | ) | (30,594 | ) | (39,907 | ) | ||||||||
| Net (loss) | $ | (10,198 | ) | $ | (11,039 | ) | $ | (30,594 | ) | $ | (39,907 | ) | ||||
| (Loss) per common share, basic and diluted | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.01 | ) | $ | (0.02 | ) | ||||
Weighted average shares outstanding, Basic and diluted | 1,853,207 | 1,853,207 | 1,853,207 | 1,853,207 | ||||||||||||
See accompanying notes to financial statements.
| 3 |
USA Zhimingde International Group Corporation
Statements of Changes in Stockholders’ (Deficit) (Unaudited) (IN U.S. $)
FOR THE nine MONTHS ENDED september 30, 2016
| Preferred Stock |
Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total | ||||||||||||
| Balance, December 31, 2015 | $ | — | $ | 1,853 | 675,779 | $ | (782,172 | ) | $(104,540) | |||||||
| Capital contribution | — | — | 13,000 | — | 13,000 | |||||||||||
| Net loss | — | — | — | (30,594 | ) | (30,594) | ||||||||||
| Balance, September 30, 2016- unaudited | $ | — | $ | 1,853 | 688,779 | $ | (812,766 | ) | $(122,134) | |||||||
See accompanying notes to financial statements.
| 4 |
USA Zhimingde International Group Corporation
STATEMENTS OF CASH FLOWS (UNAUDITED) (IN U.S. $)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015
| 2016 | 2015 | |||||
| Cash flows from operating activities: | ||||||
| Net (loss) | $ | (30,594 | ) | $ | (39,907 | ) |
| Adjustment to reconcile net loss to net cash | ||||||
| (used in) operating activities: | ||||||
| Increase in accrued expenses | 17,594 | 25,434 | ||||
| Net cash (used in) operating activities | (13,000 | ) | (14,473 | ) | ||
| Cash flows from financing activities: | ||||||
| Capital contributed by stockholder | 13,000 | 14,473 | ||||
| Net cash provided by financing activities | 13,000 | 14,473 | ||||
| Net increase in cash | — | — | ||||
| Cash, beginning of period | — | — | ||||
| Cash, end of period | $ | — | $ | — | ||
| Supplemental disclosure of cash flow information: | ||||||
| Cash paid for income taxes | $ | — | $ | — | ||
| Cash paid for interest | $ | — | $ | — | ||
See accompanying notes to financial statements.
| 5 |
USA Zhimingde International Group Corporation
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (IN U.S. $)
For The Three AND NINE months ended SEPTEMBER 30, 2016 and 2015
| 1. | GENERAL |
Organization and Business Nature
USA Zhimingde International Group Corporation (formerly, Marketing Acquisition Corporation) (the “Company”) was incorporated on July 26, 1990 in accordance with the laws of the State of Florida as Marketing Educational Corp. On June 13, 2006, the Company was reincorporated by merger in the State of Nevada.
The Company was originally formed for the purpose of direct marketing of certain educational materials and photography packages. During 1991, the Company completed a public offering of 150,000 units of common stock, through a Registration Statement on Form S-18 (Registration No.33-37039-A).
The Company has had no operations since 1992 and is currently a “shell company” as defined in Rule 405 under the Securities Act of 1933 (“Securities Act”) and Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”). The Company is defined as a shell company because it has no operations or assets.
On December 7, 2012, USA Zhimingde International Group Inc., a New Jersey corporation (“Zhimingde Inc.”) purchased 1,687,502 shares of the Company’s common stock from Halter Financial Investments, L.P., Glenn A. Little and The Halter Group, Inc. pursuant to a Securities Purchase Agreement (the “Purchase”). Following the Purchase, Zhimingde Inc. owned approximately 91% of the voting securities of the Company. The Purchase resulted in a change in control of the Company. Subsequently, the Company changed its name to USA Zhimingde International Group Corporation effective on February 4, 2013.
| 2. | ACCOUNTING POLICIES |
Basis of Accounting and Presentation
The accompanying financial statements have been prepared on the accrual basis of accounting.
The unaudited interim financial statements of the Company as of September 30, 2016 and for the three and nine months ended September 30, 2016 and 2015, have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the SEC which apply to interim financial statements.
| 6 |
USA Zhimingde International Group Corporation
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (IN U.S. $)
For The Three AND nine months ended september 30, 2016 and 2015
| 2. | ACCOUNTING POLICIES (CONTINUED) |
Basis of Accounting and Presentation (Continued)
Accordingly, they do not include all of the information and footnotes normally required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for the periods presented. The interim financial information should be read in conjunction with the financial statements and the notes thereto, included in the Company’s Form 10-K filed with the SEC. The results of operations for the three and nine months ended September 30, 2016 and 2015 are not necessarily indicative of the results to be expected for future quarters or for the year ending December 31, 2016.
All financial statements and notes to the financial statements are presented in United States dollars (“US Dollar” or “US$” or “$”).
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2016 and December 31, 2015, the Company does not have any cash equivalents.
Income Taxes
The Company accounts for income taxes in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Section 740, “Income Taxes” (“ASC 740”), which requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes. Deferred tax assets and liabilities represent the future tax consequences for those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets are also recognized for operating losses that are available to offset future taxable income. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.
The Company accounts for uncertain tax positions in accordance with ASC Section 740-10, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance also prescribes direction on de-recognition, classification, interest and payables accounting in financial statements and related disclosures. The Company classifies interest expense and any related penalties related to income tax uncertainties as a component of income tax expense. No interest or penalties have been recognized as of September 30, 2016.
| 7 |
USA Zhimingde International Group Corporation
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (IN U.S. $)
For The Three AND nine months ended september 30, 2016 and 2015
| 2. | ACCOUNTING POLICIES (CONTINUED) |
Income Taxes (Continued)
Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s financial statements as of September 30, 2016. The Company does not expect any significant changes in unrecognized tax benefits within twelve months of the reporting date.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from these estimates.
Fair Value of Financial Instruments
The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:
| • | Level 1 - | quoted prices in active markets for identical assets or liabilities |
| • | Level 2 - | inputs other than quoted prices in active markets that are observable either directly or indirectly. |
| • | Level 3 - | inputs based on prices or valuation techniques that are both unobservable and significant to the fair value markets. |
The carrying amounts of the Company’s liabilities approximate fair value due to the short-term nature of these instruments.
| 8 |
USA Zhimingde International Group Corporation
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (IN U.S. $)
For The Three AND nine months ended september 30, 2016 and 2015
2.
ACCOUNTING POLICIES (CONTINUED)
Net Earnings (Loss) Per Share
Basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is computed by dividing net earnings by the weighted average number of common shares outstanding, plus common stock equivalents, if dilutive, resulting from convertible preferred stock, stock options and warrants. As of September 30, 2016 and December 31, 2015, there were no common stock equivalents outstanding.
| 3. | RECENTLY ISSUED ACCOUNTING STANDARDS |
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU addresses the classification of certain specific cash flow issues including debt prepayment or extinguishment costs, settlement of certain debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of certain insurance claims and distributions received from equity method investees. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. An entity that elects early adoption must adopt all of the amendments in the same period. The Company is currently evaluating the effect this ASU will have on its consolidated statement of cash flows.
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The new standard requires financial assets measured at amortized cost be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The standard will be effective for the Company beginning January 1, 2020, with early application permitted. The Company is evaluating the impact of adopting this new accounting guidance on its consolidated financial statements.
In May, 2016, the FASB issued ASU No. 2016-10, Revenue with Contracts with Customers: Narrow-scope Improvements and Practical Expedients, which is an amendment to ASU No. 2014-09 that clarifies the objective of the collectability criterion, to allow entities to exclude amounts collected from customers from all sales taxes from the transaction price, to specify the measurement date for noncash consideration is contract inception, variable consideration guidance applies only to variability resulting from reasons other than the form of the consideration, and clarification on contract modifications at transition. The implementation guidelines follow ASU No. 2014-09.
| 9 |
USA Zhimingde International Group Corporation
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (IN U.S. $)
For The Three AND nine months ended september 30, 2016 and 2015
3.
RECENTLY ISSUED ACCOUNTING STANDARDS (CONTINUED)
In April, 2016, the FASB issued ASU No. 2016-10, Revenue with Contracts with Customers: Identifying Performance Obligations and Licensing, which is an amendment to ASU No. 2014-09 that clarifies the aspects of identifying performance obligations and the licensing implementing guidance, while retaining the related principles within those areas. The implementation guidelines follow ASU No. 2014-09.
In March, 2016, the FASB issued ASU No. 2016-08, Revenue with Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus net), which is an amendment to ASU No. 2014-09 that improved the operability and understandability of implementation guidance versus agent considerations by clarifying the determination of principal versus agent. The implementation guidelines follow ASU No. 2014-09.
In March 2016, the FASB issued ASU No. 2016-06, Contingent Put and Call Options in Debt Instruments, Derivatives and Hedging (Topic 815). ASU 2016-06 clarifies that determining whether the economic characteristics of a put or call are clearly and closely related to its debt host requires only an assessment of the four-step decision sequence outlined in FASB ASC paragraph 815-15-25-24. Additionally, entities are not required to separately assess whether the contingency itself is clearly and closely related. The standard is effective for public business entities in interim and annual periods in fiscal years beginning after December 15, 2016. Early adoption is permitted in any interim period for which the entity’s financial statements have not been issued, but would be retroactively applied to the beginning of the year that includes the interim period. The standard requires a modified retrospective transition approach, with a cumulative catch-up adjustment to opening retained earnings in the period of adoption. For instruments that are eligible for the fair value option, an entity has a one-time option to irrevocably elect to measure the debt instrument affected by the standard in its entirety at fair value with changes in fair value recognized in earnings. The Company does not expect the application of this guidance to have a material impact on the Company’s Consolidated Statements of Operations or Consolidated Statements of Condition.
| 10 |
USA Zhimingde International Group Corporation
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (IN U.S. $)
For The Three AND nine months ended september 30, 2016 and 2015
3.
RECENTLY ISSUED ACCOUNTING STANDARDS (CONTINUED)
In March 2016, the FASB issued ASU 2016-07, Investments—Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting. This new guidance effectively removes the retroactive application imposed in current guidance when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. The new standard becomes effective for the Company on January 1, 2017. Early adoption is permissible. The Company does not anticipate the adoption of ASU 2015-11 to have a material impact on the consolidated financial statements and related disclosures.
In March 2016, the FASB Issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The updated guidance changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The standard will be effective for the Company beginning January 1, 2017, with early application permitted. The Company is evaluating the impact of adopting this new accounting guidance on its consolidated financial statements.
In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. This accounting standard update is not expected to have a material impact on the Company’s financial statements.
In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The updated guidance enhances the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation and disclosure. The update to the standard is effective for the Company beginning June 1, 2018. The Company is currently evaluating the effect the guidance will have on the Consolidated Financial Statements.
| 11 |
USA Zhimingde International Group Corporation
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (IN U.S. $)
For The Three AND nine months ended september 30, 2016 and 2015
4.
RELATED PARTY TRANSACTIONS
During the nine months ended September 30, 2016, the Company received an additional capital contribution to support its operations from its major stockholder or its affiliates of $13,000.
5.
INCOME TAXES
The provision (benefit) for income taxes consisted of the following:
| For the three months ended September 30, | For
the nine months ended September 30, | |||||||||||||||
| 2016 | 2015 | 2016 | 2015 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| Current | — | $ | — | $ | — | $ | — | |||||||||
| Deferred | (4,283 | ) | (4,636 | ) | (12,849 | ) | (16,761 | ) | ||||||||
| Change in valuation allowance | 4,283 | 4,636 | 12,849 | 16,761 | ||||||||||||
| — | $ | — | $ | — | $ | — | ||||||||||
The following table reconciles the effective income tax rates with the statutory rates:
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||
| 2016 | 2015 | 2016 | 2015 | |||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
| U.S. federal statutory rate | 42.0 | % | 42.0 | % | 42.0 | % | 42.0 | % | ||||||||
| Change in valuation allowance | 42.0 | 42.0 | 42.0 | 42.0 | ||||||||||||
| Effective income tax rate | — | % | — | % | — | % | — | % | ||||||||
| 12 |
USA Zhimingde International Group Corporation
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (IN U.S. $)
For The Three AND nine months ended september 30, 2016 and 2015
5.
INCOME TAXES (CONTINUED)
Deferred tax assets (liabilities) are comprised of the following:
| September 30, 2016 | December 31, 2015 | |||||||
| (Unaudited) | ||||||||
| Net operating loss carryforwards | $ | 146,445 | $ | 133,596 | ||||
| Valuation allowance | (146,445 | ) | (133,596 | ) | ||||
| Net deferred tax assets | $ | — | $ | — | ||||
At September 30, 2016, the Company had approximately $348,000 of Federal net operating losses that may be available to offset future taxable income. The Federal net operating loss carryover, if not utilized, will expire beginning in 2026. The amount and availability of any future net operating loss carry-forwards may be subject to limitations set forth by the Internal Revenue Code. Based upon an analysis of the Company’s stock ownership activity through December 31, 2012, a change of ownership was deemed to have occurred in 2012. This change of ownership created an annual limitation of substantially all of the Company’s net operating losses which are available through 2031.
The Company assesses the likelihood that deferred tax assets will be realized. To the extent that realization is not likely, a valuation allowance is established. Based upon the Company’s losses since inception, management believes that it is more likely than not that future benefits of deferred tax assets will not be realized principally due to the change of ownership limitations and has therefore established a full valuation allowance. The valuation allowance were $4,283 and $4,636 for the three months ended September 30, 2016 and 2015, respectively, and $12,849 and $16,761 for the nine months ended September 30 2016 and 2015.
No provision for income taxes in the United States has been made as the Company had no U.S. taxable income for the three and nine months ended September 30, 2016 and 2015.
| 13 |
USA Zhimingde International Group Corporation
NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (IN U.S. $)
For The Three AND nine months ended september 30, 2016 and 2015
| 6. | Going concern |
The Company has not generated any revenue, and has had no significant operations during the nine months ended September 30, 2016 and 2015. The Company does not have any assets as of September 30, 2016. As of September 30, 2016, the Company had a working capital deficiency and stockholders’ deficiency of $122,134. The Company continues to incur losses from operations and has incurred a net loss of $10,198 and $11,039 during the three months ended September 30, 2016 and 2015, respectively, and $30,594 and $39,907 during the nine months ended September 30, 2016 and 2015. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
The Company’s current business plan is to seek an acquisition or merger with a private operating company. However, there is no assurance that the Company will be able to successfully consummate an acquisition or merger with a private operating company or, that the Company will identify any debt or equity financing sources to finance a potential acquisition or merger. If unable to obtain financing, the Company may be unable to complete its business plan, and would, instead, delay all cash intensive activities. The Company will continue to be dependent on additional capital contributions from its major stockholder for cash flow, which may not be available. Without necessary cash flow, the Company may become dormant during the next twelve months, or until such time as necessary funds could be raised.
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.
| 14 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
We currently have no assets and no operations. During the three and nine months ended September 30, 2016, we realized no revenue and incurred $10,198 and $30,594, respectively, in operating expenses, resulting in losses from operations and net losses in those amounts. During the three and nine months ended September 30, 2015, we realized no revenue and incurred $11,039 and $39,907, respectively, in operating expenses, resulting in losses from operations and net losses in those amounts. The greater expenses in the nine months ended September 30, 2015 occurred because, during the first quarter of 2015, we filed with the SEC our annual and quarterly reports for all periods from the second quarter of 2013 through the third quarter of 2014, and incurred the expenses related to those filings. We now plan to stay current in our filing obligations, and do not expect to replicate the level of those expenses until we acquire an operating business.
Our major expenses consisted of fees to lawyers and auditors necessary to maintain our standing as a fully-reporting public company and other administrative expenses attendant to the trading of our common stock. We do not expect the level of our operating expenses to change in the future until we undertake to effect an acquisition.
Liquidity and Capital Resources
At September 30, 2016 we had a working capital deficit of $122,134, as we had no assets and had $122,134 in accrued expenses. Our accrued liabilities consist of amounts payable to our professional advisors for services, which increased by $17,594 during the nine months ended September 30, 2016. The remainder of our operating expenses during that nine month period were paid with funds contributed by USA Zhimingde International Group Inc., which is our majority shareholder, or by affiliates of that entity. We expect our working capital deficit to continue indefinitely, until we initiate or obtain an operating company capable of funding our overhead expenses.
Our operations used $13,000 in cash during the nine months ended September 30, 2016, as we increased our accrued expenses by $17,594 during that period and received the remainder of our cash requirements as a capital contribution from our majority shareholder. Our operations used $14,473 in cash during the nine months ended September 30, 2015, as we increased our accrued expenses by $25,434 and received the remainder of our operating expenses as a capital contribution. In the future, unless we achieve the financial and/or operational wherewithal to sustain our operations, it is likely that we will continue to rely on loans and capital contributions to sustain our operations.
In December 2012, control of USA Zhimingde International Group Corporation was transferred to USA Zhimingde International Group, Inc., which is controlled by Zhongquan Zou, our Chief Executive Officer. The majority shareholder, or other entities that Mr. Zou controls, have financed our operations by making capital contributions to cover our expenses. We expect that Mr. Zou’s controlled affiliates will continue to fund our operations until we have completed an acquisition of an operating company, and that we will continue to require additional capital contributions or financing to maintain our existence as a shell company for the next twelve months, if necessary. Our management is not required to fund our operations by any contract or other obligation.
| 15 |
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule13a-15(e) promulgated by the Securities and Exchange Commission) as of September 30, 2016. The evaluation revealed that there are material weaknesses in our disclosure controls, specifically:
| • | There are no management controls, as a single person functions as sole officer and sole member of the Board of Directors. |
| • | Having only one individual responsible for accounting functions prevents us from segregating duties within our internal control system. |
| • | Most of our accounting functions are outsourced, which limits our ability to assure that our accounting policies are applied consistently. |
Based on his evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s system of disclosure controls and procedures was not effective as of September 30, 2016.
Changes in Internal Controls. There was no change in internal controls over financial reporting (as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934) identified in connection with the evaluation described in the preceding paragraph that occurred during the Company’s third fiscal quarter that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.
| 16 |
PART II - OTHER INFORMATION
The Company did not repurchase any of its equity securities that were registered under Section 12 of the Securities Exchange Act during the 3rd quarter of fiscal 2016.
| Item 3. | Defaults Upon Senior Securities. | |
| None. | ||
| Item 4. | Mine Safety Disclosures | |
| None. | ||
| Item 5. | Other Information. | |
| None. | ||
| Item 6. | Exhibits | |
| 31 | Rule 13a-14(a) Certification | |
| 32 | Rule 13a-14(b) Certification | |
| 101.INS | XBRL Instance | |
| 101.SCH | XBRL Schema | |
| 101.CAL | XBRL Calculation | |
| 101.DEF | XBRL Definition | |
| 101.LAB | XBRL Label | |
| 101.PRE | XBRL Presentation | |
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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.
| USA ZHIMINGDE INTERNATIONAL GROUP CORPORATION | ||
| Date: November 14, 2016 | By: | /s/ Zhongquan Zou |
| Zhongquan Zou, Chief Executive Officer and Chief Financial Officer | ||
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