UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal period ended March 31, 2016
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: 000-54748
EBULLION, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 46-2323674 | |
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
eBullion, Inc.
80 Broad Street, 5th Floor
New York, New York 10004
(Address of principal executive offices) (Zip Code)
(212) 837-7858
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
| Securities
registered pursuant to Section 12(b) of the Act: |
Name of each exchange on which registered | |
| (Title of Class) | ||
| None |
Securities registered pursuant to Section 12 (g) of the Act: Common Stock, $0.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
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 ☒
Indicate by check mark whether the issuer: (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 ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of issuer’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every interactive data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 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 large accelerated filer, an accelerated file, a non-accelerated file, 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 | ☒ | |
| (Do not check if a smaller reporting company) | ||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the registrant’s common stock presently held by non-affiliates as of September 30, 2015, the last business day of the Registrant’s recently completed second quarter was approximately $9,587,152, based on 239,678,800 shares held by non-affiliates. These shares were valued at the last trade of the Registrant’s common stock on the OTCBB on September 30, 2015, of $0.04 per share.
As of June 29, 2016, the issuer had 512,600,000 shares of common stock outstanding.
Documents incorporated by reference: None
FORM 10-K
TABLE OF CONTENTS
Forward-Looking Statements
Many of the matters discussed within this report include forward-looking statements on our current expectations and projections about future events. In some cases you can identify forward-looking statements by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions. These statements are based on our current beliefs, expectations, and assumptions and are subject to a number of risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results to differ materially from those expressed, projected or implied in or by the forward-looking statements. Such risks and uncertainties include the risks noted under “Item 1A Risk Factors.” We do not undertake any obligation to update any forward-looking statements. Unless the context requires otherwise, references to “we,” “us,” “our,” and “eBullion,” refer to eBullion, Inc. and its subsidiaries.
| Item 1. | Business |
Overview
Since April 3, 2013, through our subsidiary Man Loong Bullion Company Limited, a Hong Kong limited liability company (“Man Loong”), we have been an electronic trading member of the Chinese Gold and Silver Exchange Society (“CGSE”), a self-regulatory organization registered in Hong Kong which acts as an exchange for the trading of gold and silver. Man Loong holds a Type AA License with the CGSE, which it uses to provide an electronic trading platform which customers of its agents can use to place trades in a CGSE price contract for Kilo Gold and Loco London Gold and Silver via the electronic trading platform or a telephonic transaction system. The agents’ customers can access their account to check their gain/loss on their trading position 24 hours a day 7 days a week through Man Loong’s electronic trading platform. Man Loong contracts with independent agents, each with their own customers that seek to place trades for gold and silver price contracts with the CGSE using Man Loong’s electronic trading platform, which is linked to the CGSE’s electronic trading platform by reason of Man Loong’s membership in the CGSE. All transactions and technologies used to execute trades are consummated and located at Man Loong’s principal offices in Hong Kong. The various independent sales agents who use Man Loong’s services, together with the agents’ customer base, are located in Hong Kong and in the People’s Republic of China. Neither we, nor Man Loong, conducts business in the United States or has agents, or any agreements with agents, or facilitate trades with any customers of agents that reside in the United States.
The electronic trading platform, which is located in Hong Kong, is licensed by Man Loong from True Technology Company Limited (“True Technology”), a company organized under the laws of Hong Kong, and owned by Mr. Kee Yuen Choi, our Chief Executive Officer and 49.5% stockholder and Mr. Hak Yim Wong, one of our directors and stockholders. The electronic trading platform provides the various independent sales agents and their customers with CGSE price quotations on gold and silver price contracts, on a Loco London basis, as well as information updates on the gold and silver market, based on an evaluation of third-party market pricing sources such as Reuters or Bloomberg. The electronic trading platform also provides an agent’s customers with up-to-date market data, trade reports and gain/ loss reports to assist them in evaluating their portfolio and effecting trades. In addition, the electronic trading platform communicates and confirms all of the trades that are placed by Man Loong agents and their customers with the CGSE and provides the agents and their customers with confirmation codes which confirm execution of the trades.
Man Loong’s membership in the CGSE allows it to provide its electronic trading platform to facilitate trades on behalf of the agents’ customers and/or the agents themselves, who can purchase trading positions in gold and/or silver on the CGSE, without Man Loong being required to become a counterparty to the trade or having to purchase or sell, as principal, any of the gold or silver subject to the price contract being traded. Man Loong merely operates an electronic trading platform which it licenses from True Technology that allows agents’ customers to directly place trades and become the actual counterparty to the trade for a price contract, which is a product created by the CGSE for electronic trading that does not involve the physical transfer or delivery of any actual gold or silver.
All of Man Loong’s revenue is derived from the commissions it receives on each trade for which it processes through the electronic trading platform it licenses from True Technology. For our fiscal years ended March 31, 2016 and 2015, Man Loong’s revenue was approximately $1.8 million and $3.0 million, respectively, and its net income (loss) was approximately $(0.51) million and $0.54 million, respectively.
Man Loong has 3 agents in Hong Kong which cover three main geographic areas, including Hong Kong Island, Kowloon and the New Territories. In mainland China, we have 10 agents located in Shanghai and Guangdong and Fujian provinces. Each of our agents in Hong Kong have between 100 – 150 customers and our agents in China each have between 100 and 600 customers.
The process for effectuating trades on Man Loong’s platform are as follows: (i) orders are placed by the agents’ customers on the trading platform; (ii) the platform, which has a direct connection with the GCSE, communicates the order to the CGSE; (iii) the GCSE matches the trade with a counterparty in the market, which counterparty is unknown to Man Loong, its agents’ and their customers; (iv) the CGSE then confirms the trade and returns an official confirmation number to the customer through Man Loong’s trading platform. The customer can use the confirmation code to verify on the CGSE website the completion of its trade. The trading position represented by the gold or silver price contract remains open until the customer places a trade order using the same procedures set forth in the preceding sentence, to close the open position. Man Loong, through its platform helps facilitate the trade as an official member of the CGSE and earns a commission for its services. Moreover, the gold or silver price contracts do not involve the physical transfer or delivery of any actual gold or silver as there is no physical asset securing the price contract.
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Man Loong enters into an agency agreement with each agent for which it processes trades pursuant to which the agent agrees to pay a commission to Man Loong for each trade that Man Loong processes and the agent acknowledges that Man Loong has no responsibility for any trading losses suffered by it or its customers for the trades executed on their behalf. Man Loong does not accept customers directly without an agent representative and does not enter into agreements directly with customers for the placement of trades. Although the agent remains directly responsible to Man Loong for any trading losses, to help ensure that the respective agent’s customers understand: (i) their assumption of trading risk; (ii) their obligations to their respective agents and (iii) that Man Loong does not have any responsibility for any of their trading losses, Man Loong requires that each agent representative’s client for whom Man Loong is requested to process a trade to complete and sign a form acknowledging these risks and obligations prior to commencing trading activity. Any customer that seeks to open a trading account directly with Man Loong is assigned to an agent and is required to execute an agreement with an agent prior to placing a trade. Man Loong receives a commission from the agents ranging from $20 to $40 per trade processed by it regardless of the purchase price paid or received for the gold or silver contract and the agent assumes the sole responsibility to Man Loong and the CGSE for payment of the purchase price of the gold or silver contract traded by it or its customers and for any loss recognized on those trades.
Man Loong’s agents require that all of its customers maintain accounts with the agent or Man Loong with a deposit a minimum of $1,289 USD in such bank account, which ensures that agents can fund their customer’s trading losses, if any, on contracts that are executed on Man Loong’s trading platform. Each of the agent’s customers enter into an agreement with the agent that directs the agent to either deposit funds into an account maintained by the agent or Man Loong’s segregated bank account and authorizes the agent to withdraw money from such accounts as needed to cover losses and pay associated fees. Often the customers of the agents prefer to maintain accounts with Man Loong due to its independent nature and affiliation with the CGSE and Man Loong will maintain and monitor such bank accounts in a segregated bank account as an accommodation to its agents. If a customer does not maintain an initial margin deposit with Man Loong, the customer will make their initial margin deposit payment directly to their agent’s account and prior to processing any trades on behalf of such customer, Man Loong requires confirmation of such deposit from the agent. For those customers that maintain initial margin deposits with their agent’s, trade processing fees are billed by Man Loong to the agent at the end of the month.
As an accommodation to its agents, Man Loong also monitors the customer’s total net trading position regardless of whether or not the deposit is placed with its bank. At any time that a price contract is open, and the agent’s customer’s unrealized trading losses are 80% or more of the deposit balance, Man Loong’s system alerts Man Loong to request an increase in the customer’s deposit balance. Typically, the agent’s customer’s trading account is frozen until the deposit balance is increased. In the event the unrealized trading losses equals the deposit balance, the agent’s customer’s trading account is immediately frozen and closed, the system then closes the trading positions with the CGSE and the deposit balance is paid to the agent so that the agent can fund the trading losses with the CGSE. With respect to bank accounts held by the agent’s bank as opposed to the bank accounts which Man Loong’s maintains, the agent provides Man Loong with the customer’s deposit balance so that Man Loong can alert the agent and customer when unrealized trading losses are 80% of the customer’s account balance; and Man Loong freezes the customer’s trading account until the agent confirms that the deposit balance has been increased. Although Man Loong monitors customer accounts, Man Loong’s agreements with its agents provide that the agent is responsible for all losses of customers and therefore, the agent and not Man Loong bears the risk that the customer’s net trading position is closed when losses exceed the customer’s deposit balance.
The agents often use Man Loong’s offices and conference rooms as a physical place to meet with existing and potential customers, and Man Loong provides a dedicated investment center where agents and their customers can access the electronic trading platform to place and process price contract orders for gold, and silver and obtain up-to-date market data, trade reports and gain/ loss reports to assist them in evaluating their portfolio and effecting trades.
The CGSE acts as a central clearing agency for all gold and silver price contracts traded in Hong Kong. The CGSE locates matching counterparties for all trades in precious metals submitted to it and then confirms the trades through a member firm, like Man Loong, with the actual parties to the price contract. Man Loong is registered with and licensed by the CGSE, a registered self-regulatory society in Hong Kong which also acts as an exchange for gold and silver. The CGSE has been in existence since 1910 and as of June 1, 2016 has 171 licensed members, 72 of the licensed members are engaged in electronic trading transactions.
CGSE members must conduct themselves in accordance with a code of conduct which is regulated by the CGSE. Applicants to the CGSE must apply for and/or purchase membership and licensing from the CGSE or from existing members, and the CGSE has the power to suspend and/or revoke membership for breach of its rules and regulations. The CGSE’s constitution limits CGSE membership to 192 members, all of whom must have a minimum required working capital, defined as cash plus precious metals, of approximately $193,000 and minimum required assets of $643,000. The CGSE requires its members to submit a quarterly liquidity capital report, in order to ensure that the bank balances exceed or equal the balance of customer deposits. Man Loong was in compliance with these requirements as of March 31, 2016 and 2015.
As of March 31, 2016 and 2015, Man Loong had $1.1 million and $2.5 million, respectively, in cash and $2.7 million and 3.2 million, respectively, in total assets.
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Recent Developments
In April 2016, Man Loong received a license from the CGSE to trade gold and silver contracts in the new Qian Hai trade zone in Shenzhen, PRC. The new license allows Man Loong to trade gold and silver contracts with its existing and new customers who are citizens of the PRC. Man Loong intends to operate its electronic trading platform for the processing of trades placed in Qian Hai through the CGSE on behalf of its agents’ customers in China, and such operations are expected to commence in approximately the fourth quarter of 2016. No assurance can be given however, that Man Loong will be successful in deriving revenue from operations in Qian Hai.
Our Growth Strategy
We believe that the precious metals market creates a significant growth opportunity on which we intend to capitalize by utilizing the following strategies:
| ● | Customer service and trading platform capabilities. We believe that in order to compete effectively in our product market, we must constantly improve the quality of our customer service and our electronic trading platform capabilities as demanded by agents and their customers and as driven by technological change. Man Loong has established a strong team of IT specialists to help ensure that the trading platform functions without disruption and error. Man Loong has entered into licensing agreements with an affiliated company engaged in hosting its servers and the development and enhancement of its trading platform which allows Man Loong to continually improve the functionality of the trading platform in response to customer demands. In Man Loong’s offices in Hong Kong, Man Loong provides a 115 workstation trading floor where agents and their customers can access our trading platform to execute trades and obtain research information on precious metals prices and price trends. Beginning in 2016, Man Loong’s trading platform allows its agents’ customers to place trades on the trading platform directly from their Android or IPhone mobile devices. |
| ● | Brand Recognition. We also plan on developing our brand recognition. In addition to providing high quality products and effective access to the bullion market through Man Loong’s electronic trading platform. Customers can access their account to check their gain/ loss position 24 hours a day 7 days a week through Man Loong’s electronic trading platform. We believe that in order to promote our brand recognition, strengthen the management of our distribution network and improve our sales revenue and market share, we will also need to continue expanding our sales channels in Hong Kong, China, Singapore and India. With adequate funding, we plan to acquire a number of local and overseas foreign exchange providers as well as precious metals and commodities brokers that can complement our strengths in services, integration, and implementation. We expect that this strategy will result in expanding our services to a wider customer base. In April 2015, Man Loong loaned $773,793 (HKD $6,000,000) to Global Long Inc. Limited (“Global Long”), a company engaged in trading silver contracts as an electronic trading member of the Guangdong Precious Metals Exchange through its subsidiary in the PRC, eBullion Trade Company Limited. The purpose of the loan was to establish a relationship with Global Long with the intent of becoming their first choice for Global Long’s customers who wish to trade gold trading positions through the CGSE. In April 2016, Man Loong received a license from the CGSE to trade gold contracts in the new Qian Hai trade zone in Shenzhen, China. Concurrent with receiving the license, Man Loong registered a new subsidiary, Shenzhen Qian Hai Man Loong Bullion Company Ltd. (“Shenzhen Qian Hai”) organized as a Wholly Foreign Owned Enterprise under PRC law. The new license will allow Man Loong to provide its trading platform and trading services to its existing and new customers who are citizens of the PRC to trade gold contracts through Shenzhen Qian Hai. Man Loong is in the process of defining its business and marketing strategies and processes for trades placed through Shenzhen Qian Hai. Man Loong intends to charge a fee to facilitate such trades placed in Qian Hai, and such operations are expected to begin in approximately the fourth quarter of 2016. No assurance can be given however, that Man Loong will be successful in deriving revenue from operations in Qian Hai. |
Sales and Marketing
Man Loong’s website is its main sales and marketing tool. In addition to its expertise in technology, Man Loong has employed a team of seasoned marketing staff to update and maintain its website, which is readily available to access from major search engines. Man Loong’s marketing team also designs online promotions that are intended to increase the volume of trade and frequency of visits by targeted groups of customers.
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Man Loong uses its independent agents, instead of salaried employees, as its representatives to promote its product and services and provide customer support at Man Loong’s trading center located in its offices in Hong Kong. These agents are engaged on an “at will” basis and are compensated commensurate with their performance. These arrangements are not in writing, but are based on oral agreements and on-going business relationships. The compensation to the agents is recorded as a marketing expense.
Man Loong maintains a Q&A section on its website, which serves as a platform for agents and their customers to communicate with it. The forum administrators gather the customer comments and suggestions for its consideration when preparing its annual business plan. Additionally, Man Loong uses this feedback to determine which enhancements to the trading platform would be of greatest service to its agents and their customers.
Man Loong now has one investment center open in Hong Kong, where its current and potential agents and their customers may access Man Loong’s online trading platform and market research tools or meet its customer service representatives and other professional staff to discuss issues and answer questions.
Man Loong intends to expand the market for its principal operations beyond its investment center in Hong Kong by exploring the opening of additional investment centers in major cities or other localities in China, such as Qian Hai, and by promoting the Man Loong brand. Man Loong believes that interest in the electronic trading of gold and silver contracts is increasing in Asia’s emerging markets both in and outside of China as income and living standards increase, and that these emerging markets could provide Man Loong with significant new market opportunities to build its customer base and its brand.
Competition
The retail market for facilitating trades in gold and silver contracts is fragmented and highly competitive. Our competitors in the retail market can be grouped into several broad categories based on size, business model, product offerings, target customers and geographic scope of operations. These include international retail precious metals brokers, international multi-product trading firms, other electronic trading firms and international banks and other financial institutions with significant precious metals operations. We expect competition to continue to remain competitive and strong for the foreseeable future.
Our Competitive Strengths
We attribute our success to date and potential for future growth to a combination of strengths, including the following:
| ● | Man Loong’s Trading Platform Technology is Regularly Updated to Meet Evolving Customer Needs. Man Loong continuously carries out research and gathers data on customer behavior and trends so that it may seek to provide the best technology to meet the evolving requirements of its agents and their customers. Man Loong views itself primarily as an e-commerce trading platform provider enabling its customers to acquire and/or dispose of precious metals and precious metals contracts, at their own market risk. |
| ● | Experienced Management Team. Man Loong’s key employees have significant experience and expertise in the application of technology and automation systems and, as significant equity owners of our Company, are heavily committed to our success. Its senior management team, in particular, has substantial experience of operating electronic trading platform an average of 10 years’ experience in the gold and silver industry between them. |
| ● | Low Cost Structure through Automation. Man Loong's focus on automation and expense management practices enables it to operate with a low cost structure. |
| ● | Provide 24 Hour Customer Service. We view ourselves not only as a product provider but also as a company that competes as a service provider. As such, we strive to provide first-class customer service, with a 24-hour online customer service desk to respond to customer inquiries. In addition, Man Loong’s technical response team is on standby 24 hours a day, 7 days a week to provide technology assistance to agents and their customers, if and as needed. |
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Research and Development
Man Loong has a dedicated marketing team devoted to determining its agents’ and their customers’ demands for capability enhancements of our electronic trading platform and working with True Technology, an affiliated IT services provider owned by Mr. Choi, our Chief Executive Officer and a 49.5% stockholder and Mr. Wong, a director and a stockholder, for the development and implementation of improvements. During the years ended March 31, 2016 and 2015, Man Loong did not incur any research and development expenses as very few software enhancements were made to the electronic platform during those years other than basic software enhancements services, for which Man Loong was not charged any fee other than its monthly license fee to True Technology. For the years ended March 31, 2016 and 2015, Man Loong paid True Technology $46,412 and $46,430, respectively for the use of the platform.
Intellectual Property
We believe our intellectual property is important to our success. The intellectual property rights of an owner are not automatically protected by the laws of Hong Kong if the trademark or proprietary technology is not registered with the Trade Marks Registry of Hong Kong. Man Loong relies on Hong Kong’s intellectual property laws, where applicable, and on contractual restrictions to protect its trademark or proprietary technology from parties who infringe on its trademarks and its affiliate’s proprietary technology. In September 2012, Man Loong registered its trademark with the Intellectual Property Department of Hong Kong for marketing and brand recognition.
Man Loong does not own the software that is used for the operation of its electronic trading platform, but rather Man Loong licenses it from True Technology. The license agreement, with True Technology provides that True Technology will not license the customized software that Man Loong licenses to any third parties. In April 2013, Man Loong entered into a Software Development License and Maintenance Agreement with True Technology (the “License Agreement”). In April, 2015, the trading platform lease with True Technology was renewed for 2 years with monthly payment of approximately $3,868 until March 31, 2017. The License Agreement provides that True Technology grants a non-exclusive license to use the software developed by True Technology that we currently use in our business and the provision of hosting services. True Technology has agreed not to license or sublicense the software to third parties without Man Loong’s prior consent. True Technology has modified the licensed technology at the request of Man Loong to fit Man Loong’s specifications. The License Agreement provides that all enhancements or modifications to the software requested by us and developed by True Technology shall be the proprietary property of Man Loong and Man Loong is required to pay an additional hourly fee for the development of such enhancements and modifications; however, the basic technology upon which the enhancements are made is owned by True Technology. In addition, True Technology may license or sublicense the underlying software, without Man Loong’s enhancements or modifications that are used for the operation of the electronic trading platform, to third parties without the consent of Man Loong.
Employees
As of June 1, 2016, Man Loong employed a total of 18 full time employees. The following table sets forth the number of our full time employees by function.
| Number of | ||||
| Function | Employees | |||
| Senior Management | 2 | |||
| Operations | 7 | |||
| Sales and Marketing | 2 | |||
| Finance | 3 | |||
| Technology, Research and Development | 2 | |||
| Human Resource & Administration | 2 | |||
| Total | 18 | |||
| 5 |
Regulations
Because our primary operating subsidiary is located in Hong Kong, we are regulated by Hong Kong law. We believe that we are in material compliance with all registrations and requirements for the issuance and maintenance of all licenses required by the governing bodies, and that all license fees and filings are current. The Hong Kong government and other regulatory agencies may block or suspend our internet transmission capabilities if we are deemed to be in violation of the following content regulations for online services:
| ● | Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) – Man Loong is subject to the laws, rules and regulations regarding trading. The Securities and Futures Commission is responsible for: maintaining and promoting the fairness, efficiency, competitiveness, transparency and orderliness of the securities and futures industry. The Commission may suppress illegal, dishonorable and improper practices in the securities and futures industry; to take appropriate steps in relation to the securities and futures industry. Regardless of the communication or delivery medium used, the Commission will continue to apply the general anti-fraud and anti-manipulation provisions of the relevant Ordinances in its enforcement actions. If any person responsible for activities over the Internet is found to have acted in contravention of the provisions of the Ordinances or appears to have been involved in any misconduct whether in Hong Kong or elsewhere, the Commission may exercise its regulatory powers (including prosecution or taking other disciplinary actions as may be required); and when necessary, the Commission may consider other regulatory means available to it including seeking cooperation from foreign regulators and law enforcement agencies to take joint enforcement action, if necessary. We are prohibited from carrying on any regulated activity, as defined under the Securities and Futures Ordinance, such as dealing in securities and/or futures contracts, unless we have been granted the appropriate license(s) from the Commission. |
| ● | Personal Data (Privacy) Ordinance (Cap. 486 of the Laws of Hong Kong) – Man Loong is subject to data privacy laws, rules and regulations that regulate the use of customer data. In Hong Kong we are governed by the Personal Data (Privacy) Ordinance and as a data user we are prohibited from doing or engaging in any practice that contravenes the data protection principles set out therein. |
| ● | Telecommunications Ordinance (Cap. 106 of the Laws of Hong Kong), Crimes Ordinance (Cap. 200 of the Laws of Hong Kong) and Theft Ordinance (Cap. 210 of the Laws of Hong Kong) – Provisions under the Telecommunications Ordinance, Crimes Ordinance and Theft Ordinance make it an offense for unauthorized access to computers by telecommunication, to access a computer with criminal or dishonest intent, and extend the meaning of criminal damage to include misuse of computer programs or data, and burglary to include unlawfully causing a computer to function other than as it has been established and altering, erasing or adding any computer program or data. In this respect, any of the above mentioned computer related crimes committed by any staff, employees or agents, will subject us to possible criminal charges and/or investigations. |
These rules and regulations are administered by the three branches of Hong Kong’s Commerce and Economic Development Bureau: (i) the Commerce, Industry and Tourism Branch (responsible for policy matters on Hong Kong’s external commercial relations, inward investment promotion, intellectual property protection, industry and business support, tourism, consumer protection and competition), (ii) the Communications and Technology Branch (responsible for policy matters on broadcasting, film-related issues, overall view of creative (including film) industry, development of telecommunications, innovation and technology, and control of obscene and indecent articles); and (iii) the Office of the Government Chief Information Officer (responsible for policy, strategy and execution of information technology programs and initiatives).
Our Corporate History and Background
We were incorporated under the laws of the State of Delaware on January 28, 2013. We were initially formed to develop software for use in on-line trading of gold and silver contracts. Since the acquisition of Man Loong, our business development focus has been, and we expect will continue to be, solely on increasing Man Loong’s market share for the on-line trading of gold and silver contracts within the Hong Kong market while developing a business model for the on-line trading of gold and silver contracts by Man Loong in the PRC.
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In April 2016, Man Loong received a license from the CGSE to trade gold contracts in the new Qian Hai trade zone in Shenzhen, China. Concurrent with receiving the license, Man Loong registered a new subsidiary, Shenzhen Qian Hai Man Loong Bullion Company Ltd. (“Shenzhen Qian Hai”) organized as a Wholly Foreign Owned Enterprise under PRC law. The new license will allow Man Loong to provide its trading platform and trading services to its existing and new customers who are citizens of the PRC to trade gold contracts through Shenzhen Qian Hai. Man Loong is in the process of defining its business and marketing strategies and processes for trades placed through Shenzhen Qian Hai. Man Loong intends to charge a fee to facilitate such trades placed in Qian Hai, and such operations are expected to begin in approximately the fourth quarter of 2016. No assurance can be given however, that Man Loong will be successful in deriving revenue from operations in Qian Hai.
Acquisition of Man Loong
On April 3, 2013, we entered into a Contribution Agreement with the shareholders of Man Loong, whereby we acquired 100% of the issued and outstanding capital stock of Man Loong from its stockholders, in exchange for 507,600,000 newly issued shares of our common stock, par value $0.0001. After the transaction, Man Loong became our wholly owned subsidiary.
In March 2015, we increased the number of our authorized shares from 500,000,000 to 1,000,000,000. The par value of our shares remained unchanged at $.0001. We also effected a 10 for 1 stock split, whereby we exchanged 10 of our shares for every 1 share issued at outstanding before the split. Following the share split, we have 512,600,000 shares issued and outstanding.
As a result of the acquisition, we have assumed the business and operations of Man Loong. Man Loong, which was incorporated in 1974 in Hong Kong and was re-registered in 2007 under Hong Kong law as a limited liability company, was organized to facilitate the trading of precious metals contracts. Man Loong initially provided an electronic trading platform that offered one-stop electronic trading in Hong Kong, and in 2010, expanded its services to include the trading for its agent’s customers and not as principal, of gold and silver contracts in mainland China. Man Loong currently has one office in Hong Kong and 10 independent agents in mainland China located in Shanghai, Guangdong and Fujian provinces.
The acquisition of Man Loong was treated for accounting purposes as a reverse merger with eBullion acquiring 100% of the outstanding common stock of Man Loong in exchange for 507,600,000 newly issued shares of our common stock, par value $.0001. Unless the context suggests otherwise, when we refer in this prospectus to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of Man Loong. For accounting purposes, the reverse merger of eBullion, Inc. with Man Loong has been treated as a recapitalization with no adjustment to the historical book and tax basis of either companies’ assets or liabilities.
Our Corporate Structure Our primary business operations are conducted through our Hong Kong operating subsidiary, Man Loong. For ease of reference, below is a chart that presents our current corporate structure.
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Our principal executive offices are located at 80 Broad Street, New York, New York 10004 and Man Loong’s principal offices are located at 18/F, Tower 6, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Hong Kong. The telephone number at our principal executive offices is (212) 837-7858 and Man Loong’s principal executive office is +852-2155-3999. All of our transactions and the technologies, including the servers that carry out these transactions, are all executed and located in Hong Kong.
Our website address is http://www.ebulliongroup.com. The information contained in, and that can be accessed through, our website is not incorporated into and is not part of this annual report. Our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to those reports are filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. and are available free of charge through the investor relations page of our internet relations page of our internet website as soon as practicable after those reports are electronically filed or furnished with the SEC.
| Item 1A. | Risk Factors |
Investing in our common stock involves a high degree of risk. In addition to the risks related to our business set forth in this Form 10-K and the other information included and incorporated by reference in this Form 10-K, you should carefully consider the risks described below before purchasing our common stock. Additional risks, uncertainties and other factors not presently known to us or that we currently deem immaterial may also impair our business operations.
RISKS RELATED TO OUR BUSINESS
Restricted access to Man Loong’s website, could lead to significant operating disruptions, a negative customer experience or the loss of agents and their customers.
If any enterprises or professional organizations, including governmental agencies, blocked access to Man Loong’s website or the Internet generally for a number of reasons including due to security or confidentiality concerns or regulatory reasons, or if any government of any jurisdiction in which we or Man Loong are considered to be carrying on business in may block or suspend internet transmission capabilities, Man Loong’s business would experience significant operating disruptions because our revenues are generated through the commissions Man Loong receives for the trades placed through the electronic trading platform it licenses from True Technology which requires internet transmission capabilities to operate. If these entities were to block or limit access to Man Loong’s website or adopt policies restricting its ability to provide its agents’ customers accurate and up-to-date information, the functionality of Man Loong’s electronic trading platform could be negatively impacted, which could adversely affect its ability to retain and attract commission business from agents and their customers.
All of our revenue is based upon Man Loong’s trade commissions which are themselves influenced by trading volume and volatility and economic conditions that are beyond our control.
Any volatility in the global financial markets has an impact on Man Loong’s commissions and therefore its revenue. Our revenue is influenced by the general level of trading activity in the gold and silver market because all of our revenue is derived from the commission Man Loong receives on each trade that it facilitates, which is a fixed commission of $20-40 per trade. Our revenue and operating results may vary significantly from period to period primarily due to movements and trends in the world’s currency markets, volatility in the market price of gold and silver and fluctuations in trading levels. Man Loong has generally experienced greater trading volume in periods of volatile markets as during such periods there tends to be increased trading. Recently, Man Loong experienced lower levels of trading volume due to a reduction in the short term volatility of gold and silver prices, and its commission revenues were negatively affected. Like other financial services firms, our business and profitability and Man Loong’s are directly affected by elements that are beyond our and its control, such as economic and political conditions, broad trends in business and finance, changes in the volume of transactions, changes in supply and demand for precious metals, movements in currency exchange rates, changes in the financial strength of market participants, legislative and regulatory changes, changes in the markets in which such transactions occur, changes in how such transactions are processed and disruptions due to terrorism, war or extreme weather events. Any one or more of these factors, or other factors, may adversely affect our business and results of operations and cash flows. As a result, period-to-period comparisons of our operating results may not be meaningful and our future operating results may be subject to significant fluctuations or declines.
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Competitive trading systems could force Man Loong to reduce its commissions and negatively impact revenue.
Any increased competition to Man Loong’s platform through the development of faster or more capable execution programs could reduce the volume of trades or force Man Loong to reduce its commission on each trade to continue to attract commission business from the various sales agents seeking to use Man Loong to process their customers' trades on the CGSE. In addition, new and enhanced alternative trading systems have emerged as an option for individual and institutional investors to carry out proprietary trades, which also could result in reduced commissions.
All of our revenue and operating profits are derived from Man Loong’s role as a service provider. In its role as a service provider, Man Loong derives a fixed amount of commission from each trade that it facilitates.
Man Loong may also experience reduced trade volumes from competition from computer-generated buy and sell programs and other technological advances and regulatory changes in the precious metals market that may continue to tighten spreads on precious metals transactions. In addition, new and enhanced alternative trading systems have emerged as an option for individual and institutional investors to avoid directing their trades through retail trade facilitators, which could result in reduced revenue derived from our precious metal trade facilitation business. Man Loong may also face price competition from its competitors.
Man Loong may be exposed to unidentified or unexpected risks if its risk management policies and procedures are not effective.
Man Loong relies on a combination of technical and human controls and supervision to protect it against certain risks. Man Loong’s policies, procedures and practices are used to identify, monitor and control a variety of risks, including risks related to human error, hardware and software errors, market movements, fraud and money-laundering, are established and reviewed by its management. Man Loong’s approach is discretionary by nature and applied on a case by case basis and developed internally by Man Loong based on historical market behavior and standard industry practices. These risk management methods may not adequately prevent losses and may not protect Man Loong against all risks or less than anticipated, in which case our business, financial condition and results of operations and cash flows may be materially adversely affected.
These methods may also be subject to error and failure and therefore may not adequately prevent losses due to technical errors or if testing and quality control practices are not effective in preventing software or hardware failures. Additionally, although Man Loong has risk-management policies, control systems and compliance manuals set in place, there can be no guarantee given that such policies, systems, and manuals will be effectively applied in every circumstance by our staff. These methods include the installation of technology that rejects trades from the customers of agents unless they maintain a minimum amount of cash on deposit with the agent or Man Loong in their bank accounts in order to ensure settlement of the purchase price of gold or silver price contracts and the payment of their trading losses, if any, to the customer’s agent who is counterparty to the trade. For example, employees could override the system and either reduce minimum account balances to an insufficient amount or theoretically waive such requirement, thereby exposing our agents to the risk of nonpayment of the purchase price of gold or silver price contracts and their customers trading losses, if any, and exposing us to a claim by the agent based on our failure to follow our own risk management guidelines. Under certain circumstances Man Loong may elect, in consultation with the affected agents, to adjust its risk-management policies to allow for an increase in risk tolerance such as reduction of minimum account balances, especially with long term customers, which could expose its agents to the risk of greater losses. The agents typically require that all of their customers maintain a minimum balance of USD$1,289 in the agents’ or Man Loong’s segregated bank account and, as an accommodation to its agents, Man Loong monitors the customer’s total net trading position. Each of the agents’ customers enter into an agreement with their agent that directs the agent to either deposit funds into an account maintained by the agent or Man Loong’s segregated bank account and authorizes the agent to withdraw money from such accounts as needed to cover losses and pay associated fees. If at any time the agent’s customer’s unrealized trading losses are 80% or more of the deposit balance in the customer’s account, Man Loong’s system alerts Man Loong to request an increase in the agent’s customer’s deposit balance. Typically, the agent’s customer’s trading account is frozen until the deposit balance is increased. In the event the unrealized trading losses equal the deposit balance, the agent’s customer’s trading account is immediately frozen and closed, the system closes the trading positions with the CGSE and the deposit balance maintained in Man Loong’s account is paid to the agent so that the agent can fund any trading losses with the CGSE. If the agent does not cover its customer’s trading losses with the CGSE, Man Loong will still not be responsible for any trading losses and the agent will likely lose its right to engage in future trading through the CGSE pending funding of the open loss position. Deviations from such policies could subject Man Loong’s agents to risk.
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We do not own the trading platform upon which our business operates and if the license was terminated our business would experience significant operating disruptions.
Man Loong licenses the software that is utilized to run its electronic trading platform from True Technology, an entity owned by our Chief Executive Officer and one of our directors and shareholders pursuant to the terms of a license agreement that can be terminated by True Technology at any time. Although Man Loong’s agreement with True Technology prohibits True Technology from licensing the technology that it develops for Man Loong to any other third party and we believe that we could take the customized version of the technology and migrate it to another platform or that alternative software programs are available or could be developed by other third parties or eventually by Man Loong in house, such migration or the development of any such programs would be costly and may not be available in a timely manner. In addition, True Technology can license or sublicense the underlying software, without the enhancements or modifications to third parties without the consent of Man Loong. The termination of the license agreement would likely result in suspension of Man Loong’s internet transmission capabilities and its business would experience significant operating disruptions if the license agreement were terminated.
Man Loong also relies on True Technology’s computer systems or third-party service and software providers, including trading platforms, back-office systems, internet service providers and communications facilities. Deterioration in the performance or quality of work from third party service providers, could adversely affect Man Loong’s business. If Man Loong’s arrangement with any third party is terminated, it may not be able to find an alternative systems or a services provider on a timely basis or on commercially reasonable terms. This could have a material adverse effect on our business, financial condition and results of operations and cash flows.
Our business is substantially dependent upon our licensed trading platform. Any disruption or corruption of the trading platform or our inability to maintain technological superiority in our industry could have a material adverse effect on our business, financial condition and results of operations and cash flows.
Our business is substantially dependent upon Man Loong’s licensed electronic trading platform, which Man Loong relies upon to accurately and timely receive and process internal and external data. If the trading platform were to fail to function properly for any reason, Man Loong could suffer from trade errors and therefore it would be forced to suspend operations until such time as the disruptions were fixed. Man Loong’s ability to facilitate transactions successfully and provide high quality customer service depends on the efficient and uninterrupted operation of its computer and communications hardware and software systems. Computer systems are vulnerable to damage or interruption from human error, natural disasters, power loss, telecommunication failures, break-ins, sabotage, computer viruses, intentional acts of vandalism, computer denial-of-service attacks and other similar events. If Man Loong’s systems fail to perform, it could experience periodic interruptions and disruptions in operations, slower response times or decreased customer satisfaction.
In order to remain competitive, Man Loong’s electronic trading platform is under continuous development and redesign. However, with any newly developed technology Man Loong runs the ongoing risk that failures may occur and result in service interruptions or other negative consequences such as slower quote aggregation, slower trade execution, erroneous trades, or mistaken risk-management information.
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We believe Man Loong’s technology has provided Man Loong with a competitive advantage relative to many of its competitors. If its competitors develop more advanced technologies, it may be required to devote substantial resources to the development of more advanced technology to remain competitive. The gold and silver market is characterized by rapidly changing technology, evolving industry standards and changing trading systems, practices and techniques. Man Loong may not be able to keep up with these rapid changes in the future, develop new technology, realize a return on amounts invested in developing new technologies or remain competitive in the future.
Man Loong’s systems have in the past experienced disruptions in operations, which it believes will continue to occur from time to time. As of the date hereof, we have not been notified of any claim against Man Loong alleging harm caused to third parties by this disruption and customers of its agents have continued to actively place precious metals trading orders through their respective trading accounts. However, we can provide no assurance that we will not receive any claims in the future in connection with this disruption.
To mitigate the risk of trading disruptions, Man Loong has a mirror server setup in a secured server room in its headquarters office in Hong Kong. The mirror server has the same trading software installed as the production server. If there are any network problems with the production server, the network connection will be switched to the mirror server to minimize, if not avoid entirely any downtime of the trading systems. In addition, Man Loong has two IT specialists and one operations manager to continuously monitor the server status and ensure the resumption of operations should it ever become necessary.
Man Loong’s IT department is working with IT security consultants to strengthen and protect its network from intentional attacks. Man Loong has also established a separate department to monitor its networks and to identify and minimize human errors, such as clerical mistakes and incorrectly placed trades, as well as intentional misconduct, such as unauthorized trading, mischief and fraud. Despite any precautions it may take, any systems failure that causes an interruption in its services or decreases the responsiveness of its services could, among other consequences, impair its reputation, damage its brand name and materially adversely affect its and our business, financial condition and results of operations and cash flows.
Due to the fact that Man Loong’s cost structure is largely fixed, it may not be able to respond to changes in revenue.
A substantial portion of Man Loong’s expenses are fixed expenses for which it has payment commitments regardless of its revenue. These expenses include office lease costs, trade platform rent, hosting facilities and security and staffing costs. If demand for Man Loong’s services declines and, as a result, its revenues decline, it may not be able to adjust its cost structure on a timely basis and its profitability and cash flows may be materially adversely affected.
Our revenue is dependent upon Man Loong’s ability to attract and retain the agents with whom its customers have accounts.
Our revenue is dependent upon Man Loong’s ability to retain and attract agents. Man Loong’s customer base is primarily comprised of agents who have been retained by individual customers who trade in gold and silver price contracts. Although Man Loong offers products and tailored services designed to educate, support and retain its agents, its efforts to attract new agents, and those agents’ ability to attract new customers or reduce the attrition rate of its existing agents and their customers may not be successful. If Man Loong is unable to maintain or increase its agent retention rates or generate a substantial number of new agents in a cost-effective manner, its business, financial condition and results of operations and cash flows would likely be adversely affected. The number of agents and their customers remained substantially unchanged during the years ended March 31, 2016 and 2015. The number of agent customers decreased by 2 during 2016 however those 2 customers historically accounted for more than 10% of commission revenue. Although Man Loong has spent significant financial resources on support services for agents and their customers, marketing expenses and related expenses and plans to continue to do so, these efforts may not be cost-effective at attracting new agents. In particular, we believe that costs for customer support services and rates for desirable advertising and marketing placements, including online, search engine, print and television advertising, are likely to increase in the foreseeable future, and Man Loong may be disadvantaged relative to its larger competitors in its ability to expand or maintain its customer support capabilities, and advertising and marketing commitments.
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Man Loong currently has 3 agents in Hong Kong which cover three main geographic areas, including Hong Kong Island, Kowloon and the New Territories. In mainland China, Man Loong has 10 agents located in Shanghai and Guangdong and Fujian provinces. Each of Man Loong’s agents in Hong Kong have between 100 – 150 customers and its agents in China each have between 100 and 600 customers.
Any future expansion or acquisitions may result in significant transaction expenses, integration and consolidation risks and risks associated with entering new markets, and we may be unable to profitably operate our consolidated company.
Our growth strategy includes the penetration of new markets in the future. Any future markets that we enter may result in significant transaction expenses and present new risks associated with entering additional markets or offering new products and integrating the acquired companies. We may not have sufficient management, financial and other resources to integrate our operations in the new markets with our current operations and we may be unable to profitably operate our expanded company. Additionally, any new businesses that we may acquire, once integrated with our existing operations, may not produce expected or intended results.
Some of the new markets may be in emerging growth countries. To compete successfully in these emerging markets, we must continue to design, develop, and sell new and enhanced precious metals electronic trading programs and services that are culturally acceptable to these emerging markets. Any emerging market that we attempt to penetrate will have risks of potential entrenched local competition, higher credit risks, cultural differences, less developed and established local financial and banking infrastructure, reduced protection of intellectual rights, inability to enforce contracts in some jurisdictions, difficulties and costs associated with staffing and managing foreign operations, including reliance on newly hired local personnel, currency and tax laws that may prevent or restrict the transfer of capital and profits among our various operations around the world; and time zone, language and cultural differences among personnel in different areas of the world. We may also have difficulty in complying with the diverse regulatory requirements of multiple jurisdictions, which may be more burdensome, not clearly defined, and subject to unexpected changes, potentially exposing us to significant compliance costs and regulatory penalties
Our Hong Kong operating subsidiary, Man Loong, facilitates the trading of gold and silver price contracts in Hong Kong and China. Price contracts in gold and silver are not and may not be offered in the U.S. by us, including by our non-U.S. subsidiary, and are not eligible for resale to U.S. residents. Neither we, nor Man Loong, conducts business in the United States or has agents, or any agreements with agents, or facilitate trades with customers of agents that reside in the United States.
In April 2016, Man Loong received a license from the CGSE to trade gold contracts in the new Qian Hai trade zone in Shenzhen, China. Concurrent with receiving the license, Man Loong registered a new subsidiary, Shenzhen Qian Hai Man Loong Bullion Company Ltd. (“Shenzhen Qian Hai”) organized as a Wholly Foreign Owned Enterprise under PRC law. The new license will allow Man Loong to provide its trading platform and trading services to its existing and new customers who are citizens of the PRC to trade gold contracts through Shenzhen Qian Hai. Man Loong is in the process of defining its business and marketing strategies and processes for trades placed through Shenzhen Qian Hai. Man Loong intends to charge a fee to facilitate such trades placed in Qian Hai, and such operations are expected to begin in approximately the fourth quarter of 2016. We have little experience with the regulatory and compliance requirements of operating a company in the PRC. These risks may expose us to regulatory penalties and significant compliance costs.
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Man Loong may be unable to respond to agents and their customers’ demands for new services and products and our business, financial condition and results of operations and cash flows may be materially adversely affected.
Man Loong’s agents and their customers may demand new services provided by Man Loong’s electronic trading platform. If Man Loong fails to identify these demands from agents and their customers or update its services accordingly, any new services and products provided by its competitors may render its existing services and products less competitive. Man Loong is currently dependent upon a third party for the development of enhancements to its trading platform. The software developer is not our employee and we cannot control the timing or amount of resources they devote to our programs. Our future success will depend, in part, on Man Loong’s ability to respond to agents’ and their customers’ demands for new services and products on a timely and cost-effective basis and to adapt to address the increasingly sophisticated requirements and varied needs of our agents’ customers and prospective customers. We may not be successful in developing, introducing or marketing new services and products. In addition, Man Loong’s new service and product enhancements may not achieve market acceptance. Any failure on our part or Man Loong’s to anticipate or respond adequately to customer requirements, or any significant delays in the development, introduction or availability of new services, products or service or product enhancements could have a material adverse effect on our business, financial condition and results of operations and cash flows.
We depend on our key personnel, the loss of whom would impair our ability to compete.
We and Man Loong are highly dependent on the employment services of Kee Yuen Choi, our and Man Loong’s Chief Executive Officer. The loss of Mr. Choi’s services could adversely affect us. We and Man Loong are also dependent on the other members of our management. The loss of the service of any of these persons could seriously harm our product development and commercialization efforts. In addition, research, product development and commercialization will require additional skilled personnel in areas such as software and electronic technical support, customer support and marketing and retention of personnel, particularly for employees with technical expertise, is uncertain. If we are unable to hire, train and retain a sufficient number of qualified employees, our ability to conduct and expand our business could be seriously reduced. The inability to retain and hire qualified personnel could also hinder the planned expansion of our business and may result in us relocating some or all of our operations.
We have identified material weaknesses in our internal controls, and we cannot provide assurances that these weaknesses will be effectively remediated or that additional material weaknesses will not occur in the future.
If our internal control over financial reporting or our disclosure controls and procedures are not effective, we may not be able to accurately report our financial results, prevent fraud, or file our periodic reports in a timely manner, which may cause investors to lose confidence in our reported financial information and may lead to a decline in our stock price. Our most recent evaluation of our internal controls resulted in our conclusion that our disclosure controls and procedures and that our internal controls over financial reporting were not effective. Effective internal controls are necessary for us to provide reliable financial reports. All internal control systems, no matter how well designed, have inherent limitations. Even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. In our case, our failure to achieve and maintain an effective internal control environment could cause us to be unable to produce reliable financial reports or prevent fraud. This may cause investors to lose confidence in our reported financial information, which could in turn have a material adverse effect on our stock price.
Our Chief Executive Officer beneficially owns and controls a substantial portion of our outstanding common stock, which may limit your ability and the ability of our other stockholders, whether acting alone or together, to propose or direct the management or overall direction of our Company.
Mr. Choi, acts as our Chief Executive Officer and Chairman of our Board of Directors, and through his control of approximately 49.5% of our outstanding common stock, controls the Company and important matters relating to us. As a result of his positions and his control of our common stock, Mr. Choi controls the outcome of all matters submitted to our shareholders for approval, including the election of our directors, our business strategy and our day-to-day operations. In addition, Mr. Choi’s ownership of our common stock and control of the Company could discourage the acquisition of our common stock by potential investors and could have an anti-takeover effect, preventing a change in control of the Company and possibly depressing the trading price of our common stock. There can be no assurance that conflicts of interest will not arise with respect to Mr. Choi’s ownership and control of the Company or that any conflicts will be resolved in a manner favorable to the other shareholders of the Company.
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Man Loong’s operations will be dependent upon its ability to protect our intellectual property, which could be costly.
Our success will depend in part upon protecting any technology we or Man Loong uses or may develop from infringement, misappropriation, duplication and discovery, and avoiding infringement and misappropriation of third party rights. Man Loong’s intellectual property is essential to its business, and its ability to compete effectively with other companies depends on the proprietary nature of its technologies. Man Loong does not have patent protection for its electronic trading platform. Man Loong relies upon trade secrets, know-how, continuing technological innovations and licensing opportunities to develop, maintain and strengthen its competitive position. Although Man Loong has confidentiality provisions in the agreements with our employees and independent contractors, there can be no assurance that that such agreements can fully protect its intellectual property, be enforced in a timely manner or that any such employees or consultants will not violate their agreements with Man Loong.
Furthermore, Man Loong may have to take legal action in the future to protect its trade secrets or know-how, or to defend them against claimed infringement of the rights of others. Any legal action of that type could be costly and time-consuming to Man Loong, and there can be no assure that such actions will be successful. The invalidation of key proprietary rights which we or Man Loong own or unsuccessful outcomes in lawsuits to protect our of Man Loong’s intellectual property may have a material adverse effect on our or Man Loong’s business, financial condition and results of operations.
If we or Man Loong cannot adequately protect our or its intellectual property rights, our or its competitors may be able to compete more directly with us or Man Loong, which could adversely affect our or Man Loong’s competitive position and, as a result, our and Man Loong’s business, financial condition and results of operations.
We may incur substantial liabilities and may be required to limit commercialization of our electronic trading platform in response to product liability lawsuits.
We or Man Loong could be the subject of complaints or litigation from agents or their customers alleging product quality or operational concerns. Litigation or adverse publicity resulting from these allegations could materially and adversely affect our business, regardless of whether the allegations are valid or whether we are liable. Neither we nor Man Loong currently have product liability insurance coverage, and even if there was such coverage, there would be no assurance that such coverage would be sufficient to properly protect us. Further, claims of this type, whether substantiated or not, may divert our financial and management resources from revenue generating activities and the business operation.
We are an “emerging growth company,” and any decision on our part to comply with certain reduced disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act enacted in April 2012, and, for as long as we continue to be an emerging growth company, we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We could remain an emerging growth company until the earliest of : (i) the last day of the fiscal year in which we have total annual gross revenues of $1 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of our first sale of common equity securities pursuant to an effective registration statement; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer. We cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and our stock price may be more volatile.
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Under Section 107(b) of the Jumpstart Our Business Startups Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.
As a result of us becoming a public company, we are subject to additional reporting and corporate governance requirements that will require additional management time, resources and expense.
We are obligated to file with the U.S. Securities and Exchange Commission annual and quarterly information and other reports that are specified in the U.S. Securities Exchange Act of 1934. We are also subject to other reporting and corporate governance requirements under the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder, all of which will impose significant compliance and reporting obligations upon us.
Our internal controls over financial reporting may not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.
As a newly public reporting company, we will be in a continuing process of developing, establishing, and maintaining internal controls and procedures that will allow our management to report on, and our independent registered public accounting firm to attest to, our internal controls over financial reporting if and when required to do so under Section 404 of the Sarbanes-Oxley Act of 2002. Our independent registered public accounting firm is not required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an emerging growth company. If we fail to achieve and maintain the adequacy of our internal controls, we would not be able to conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating. Moreover, our testing, or the subsequent testing by our independent registered public accounting firm, that must be performed may reveal other material weaknesses or that the material weaknesses described above have not been fully remediated. If we do not remediate the material weaknesses described above, or if other material weaknesses are identified or we are not able to comply with the requirements of Section 404 in a timely manner, our reported financial results could be materially misstated or could subsequently require restatement, we could receive an adverse opinion regarding our internal controls over financial reporting from our independent registered public accounting firm and we could be subject to investigations or sanctions by regulatory authorities, which would require additional financial and management resources, and the market price of our stock could decline.
Future sales of our common stock by our existing shareholders could cause our stock price to decline.
All of our outstanding shares of common stock are eligible for resale under Rule 144, subject to certain restrictions. If our shareholders sell substantial amounts of our common stock in the public market at the same time, the market price of our common stock could decrease significantly due to an imbalance in the supply and demand of our common stock. Even if they do not actually sell the stock, the perception in the public market that our shareholders might sell significant shares of our common stock could also depress the market price of our common stock.
A decline in the price of shares of our common stock might impede our ability to raise capital through the issuance of additional shares of our common stock or other equity securities, and may cause you to lose part or all of your investment in our shares of common stock.
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Shareholders do not have pre-emptive rights, which will cause them to experience dilution if we issue additional securities.
We may issue and sell additional shares of our authorized but previously unissued shares of common stock, preferred stock, or common stock warrants on such terms and conditions as our Board of Directors, in its sole discretion, may determine without consent of our shareholders. Our shareholders do not have pre-emptive rights to acquire additional shares should we in the future issue or sell additional securities. Thus, we are not required to offer any existing shareholder the right to purchase his or her pro rata portion of any future issuance of securities and, therefore, upon the issuance of any additional securities by us hereafter, our shareholders will not be able to maintain their then existing pro rata ownership in our outstanding shares of common stock, preferred stock, or common stock warrants without additional purchases of securities at the price then set internally by us.
In March 2015, we increased the number of our authorized shares from 500,000,000 to 1,000,000,000. The par value of our shares remained unchanged at $.0001. We also effected a 10 for 1 stock split, whereby we exchanged 10 of our shares for every 1 share issued at outstanding before the split. Following the share split, we have 512,600,000 shares issued and outstanding.
Effecting a forward stock split and an increase in our authorized number of shares of common stock may not result in increased liquidity in the trading of our stock and could have certain anti-takeover effects.
There is no guarantee that the liquidity in the trading of our common stock after our forward stock split will increase. In addition, any additional issuance of common stock could, under certain circumstances, have the effect of delaying or preventing a change in control by increasing the number of outstanding shares entitled to vote and by increasing the number of votes required to approve a change in control. The issuance of the additional authorized shares recently approved by our board of directors and shareholders could render more difficult or discourage an attempt to obtain control of eBullion by means of a tender offer, proxy contest, merger or otherwise. The ability of the board of the directors to issue such additional shares of common stock could discourage an attempt by a party to acquire control of our company by tender offer or other means. Such issuances could therefore deprive stockholders of benefits that could result from such an attempt, such as the realization of a premium over the market price that such an attempt could cause.
In the event of a breach of law by us or a breach of a contractual obligation our shareholders will have little or no recourse because all of our assets, as well as our officers and directors, are located in Hong Kong.
Investors in our company will have little recourse in the event of a breach of law or contractual obligation that has an adverse effect upon our operations because of the inherent difficulties in enforcing their rights since all of our assets are located in Hong Kong. Inasmuch as our officers and directors reside outside of the United States, investors located in the United States may have difficulty enforcing their rights against such person if he were to breach his duties. In addition, it may not be possible to effect service of process in Hong Kong and uncertainty exists as to whether the courts in Hong Kong would recognize or enforce judgments of U.S. courts obtained against our officers and directors predicated on the civil liability provisions of the securities laws of the U.S. or any state thereof, or to be competent to hear original actions brought in Hong Kong against us or such person predicated upon the securities laws of the United States or any state thereof.
We do not expect to pay dividends on our common stock in the foreseeable future.
Although Man Loong has paid dividends to its private stockholders in the past, we do not expect to pay dividends on common stock for the foreseeable future, and we may never pay dividends. Consequently, the only opportunity for investors to achieve a return on their investment may be if an active trading market develops and investors are able to sell their shares for a profit or if our business is sold at a price that enables investors to recognize a profit. We currently intend to retain any future earnings to support the development and expansion of our business and do not anticipate paying cash dividends for the foreseeable future. Our payment of any future dividends will be at the discretion of our Board of Directors after taking into account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. In addition, our ability to pay dividends on our common stock may be limited by state law. Accordingly, we cannot assure investors any return on their investment, other than in connection with a sale of their shares or a sale of our business. At the present time there is a limited trading market for our shares. Therefore, holders of our securities may be unable to sell them. We cannot assure investors that an active trading market will develop or that any third party will offer to purchase our business on acceptable terms and at a price that would enable our investors to recognize a profit.
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Our lack of an independent audit committee and audit committee financial expert at this time may hinder our board of directors’ effectiveness in fulfilling the functions of the audit committee without undue influence from management and until we establish such committee will prevent us from obtaining a listing on a national securities exchange.
Although our common stock is not listed on any national securities exchange, for purposes of independence we use the definition of independence applied by NASDAQ. Currently, we have no independent audit committee. Our full board of directors functions as our audit committee and is comprised of four directors, one of whom are considered to be "independent" in accordance with the requirements set forth in NASDAQ Listing Rule 5605(a)(2). An independent audit committee plays a crucial role in the corporate governance process, assessing our company's processes relating to our risks and control environment, overseeing financial reporting, and evaluating internal and independent audit processes. The lack of an independent audit committee may prevent the board of directors from being independent from management in its judgments and decisions and its ability to pursue the responsibilities of an audit committee without undue influence. We may have difficulty attracting and retaining directors with the requisite qualifications. If we are unable to attract and retain qualified, independent directors, the management of our business could be compromised. An independent audit committee is required for listing on any national securities exchange, therefore until such time as we meet the audit committee independence requirements of a national securities exchange we will be ineligible for listing on any national securities exchange.
Our board of directors acts as our compensation committee, which presents the risk that compensation and benefits paid to those executive officers who are board members and other officers may not be commensurate with our financial performance.
A compensation committee consisting of independent directors is a safeguard against self-dealing by company executives. Our board of directors acts as the compensation committee and determines the compensation and benefits of our executive officers, administers our employee stock and benefit plans, and reviews policies relating to the compensation and benefits of our employees. Our lack of an independent compensation committee presents the risk that our executive officer on the board may have influence over his personal compensation and benefits levels that may not be commensurate with our financial performance.
Limitations on director and officer liability and indemnification of our company’s officers and directors by us may discourage stockholders from bringing suit against an officer or director.
Our company’s certificate of incorporation and bylaws provide, with certain exceptions as permitted by governing state law, that a director or officer shall not be personally liable to us or our stockholders for breach of fiduciary duty as a director or officer, except for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or unlawful payments of dividends. These provisions may discourage stockholders from bringing suit against a director or officer for breach of fiduciary duty and may reduce the likelihood of derivative litigation brought by stockholders on our behalf against a director or officer.
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We are responsible for the indemnification of our officers and directors.
Should our officers and/or directors require us to contribute to their defense, we may be required to spend significant amounts of our capital. Our certificate of incorporation and bylaws also provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney's fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on behalf of our Company. This indemnification policy could result in substantial expenditures, which we may be unable to recoup. If these expenditures are significant, or involve issues which result in significant liability for our key personnel, we may be unable to continue operating as a going concern.
Our common stock may be thinly traded, so you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.
Currently, there is a limited trading market for our common stock, which is traded on the OTCBB. We cannot predict the extent to which investors’ interests will lead to an active trading market for our common stock or whether the market price of our common stock will be volatile. If an active trading market does not develop, investors may have difficulty selling any of our common stock that they buy. There may be limited market activity in our stock and we are likely to be too small to attract the interest of many brokerage firms and analysts. We cannot give you any assurance that an active public trading market for our common stock will develop or be sustained. Our trading volume is limited by the fact that many major institutional investment funds, including mutual funds as well as individual investors, follow a policy of not investing in OTCBB stocks and certain major brokerage firms restrict their brokers from recommending OTCBB stocks because they are considered speculative, volatile, thinly traded and the market price of the common stock may not accurately reflect the underlying value of our Company. The market price of our common stock could be subject to wide fluctuations in response to quarterly variations in our revenues and operating expenses, announcements of new products or services by us, significant sales of our common stock, including “short” sales, the operating and stock price performance of other companies that investors may deem comparable to us, and news reports relating to trends in our markets or general economic conditions.
The application of the “penny stock” rules to our common stock could limit the trading and liquidity of the common stock, adversely affect the market price of our common stock and increase your transaction costs to sell those shares.
As long as the trading price of our common stock is below $5 per share, the open-market trading of our common stock will be subject to the “penny stock” rules, unless we otherwise qualify for an exemption from the “penny stock” definition. The “penny stock” rules impose additional sales practice requirements on certain broker-dealers who sell securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse). These regulations, if they apply, require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the associated risks. Under these regulations, certain brokers who recommend such securities to persons other than established customers or certain accredited investors must make a special written suitability determination regarding such a purchaser and receive such purchaser’s written agreement to a transaction prior to sale. These regulations may have the effect of limiting the trading activity of our common stock, reducing the liquidity of an investment in our common stock and increasing the transaction costs for sales and purchases of our common stock as compared to other securities. The stock market in general and the market prices for penny stock companies in particular, have experienced volatility that often has been unrelated to the operating performance of such companies. These broad market and industry fluctuations may adversely affect the price of our stock, regardless of our operating performance. Stockholders should be aware that, according to Securities and Exchange Commission (“SEC”) Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include: (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. The occurrence of these patterns or practices could increase the volatility of our share price.
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We may not be able to attract the attention of major brokerage firms, which could have a material adverse impact on the market value of our common stock.
The trading market for our common stock will rely in part on the research and reports that equity research analysts publish about us and our business. We do not control these analysts. However, security analysts of major brokerage firms may not provide coverage of our common stock since there is no incentive to brokerage firms to recommend the purchase of our common stock, which may adversely affect the market price of our common stock. If equity research analysts do provide research coverage of our common stock, the price of our common stock could decline if one or more of these analysts downgrade our common stock or if they issue other unfavorable commentary about us or our business. If one or more of these analysts ceases coverage of our company, we could lose visibility in the market, which in turn could cause our stock price to decline.
Our management has limited experience managing a public company.
At the present time, none of our management has experience in managing a public company. This may hinder our ability to establish effective controls and systems and comply with all applicable requirements attendant to being a public company. If compliance problems result, these problems could have a material adverse effect on our business, financial condition or results of operations.
As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley Act, and the Dodd-Frank Act of 2010, as well as rules subsequently implemented by the SEC, have imposed various new requirements on public companies, including requiring changes in corporate governance practices. Our management and other personnel devote a substantial amount of time to our new compliance requirements. Moreover, these requirements have increased our legal, accounting and financial compliance costs and make some activities more time-consuming and costly. For example, it is difficult and more expensive for us to obtain director and officer liability insurance. These requirements also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.
RISKS RELATED TO REGULATION
Litigation and regulatory investigations may result in significant financial losses and harm to our reputation.
We face significant risk of litigation, regulatory investigations and similar actions in the ordinary course of our business, including the risk of lawsuits and other legal actions relating to unauthorized transactions, error transactions, breach of data privacy laws, breach of fiduciary or other duties. Any such action may include claims for substantial or unspecified compensatory damages, as well as civil, regulatory or criminal proceedings against our directors, officers or employees, and the probability and amount of liability, if any, any remain unknown for significant periods of time. We may be also subject to various regulatory inquiries, such as information requests and book and records examinations, from regulators and other authorities in the geographical markets in which we operate.
A substantial liability arising from a law suit judgment or a significant regulatory action against us or a disruption in our business arising from adverse adjudications in proceedings against our directors, officers or employees could have a material adverse effect on our business, financial condition and results or operations. Moreover, even if we ultimately prevail in the litigation, regulatory action or investigation, we could suffer significant harm to our reputation, which could materially affect our prospects and future growth, including our ability to attract new agents as customers, retain current agents and their customers, and recruit and retain employees and agents.
Compliance with rules and regulations in our geographical markets could have a material adverse effect on our business, financial condition and results of operation.
As a data user we and Man Loong are prohibited from doing or engaging in any practice that contravenes the data privacy laws, rules and regulations that regulate the use of customer data in the markets in which we or Man Loong are engaged. In Hong Kong, Man Loong is governed by the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) Compliance with these laws, rules and regulations may restrict Man Loong’s business activities, require us to incur increased expenses and devote considerable time to compliance efforts.
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In addition, we or Man Loong may also be required to qualify to do business in certain foreign countries where we have agents and where their customers are residing. We and Man Loong are required to comply with the laws and regulations of each country in which we conduct business, including laws and regulations currently in place or which may be enacted related to Internet services available to their citizens from service providers located elsewhere. Although we have systems in place to block trades initiated from countries in North America, there can be no guarantee that such systems will be free from failure. Any failure to develop effective compliance and reporting systems could result in regulatory penalties in the applicable jurisdiction, which could have a material adverse effect on our business, financial condition and results of operations and cash flows.
Presently all transactions for price contracts on gold and silver are executed and completed over Man Loong’s electronic trading platform or telephone transaction system located in Hong Kong although its agents and their customers may not reside in Hong Kong. Agents and their customers may access Man Loong’s electronic trading platform via the Internet from anywhere in the world to monitor their account and throughout most of Asia to execute trades, but all instructions are first communicated to Man Loong for approval and then the resulting trade is executed in Hong Kong. The acceptance of a customer order by internet in a jurisdiction other than Hong Kong may require Man Loong to comply with the laws of that jurisdiction and failure to comply may have a material negative impact on our financial condition and business results.
Without local PRC registration, licensing or authorization, we may be subject to possible enforcement action and sanction for our operations in the PRC if our operations are deemed to have violated PRC regulations.
When permitted, we promote our services to agents outside of Hong Kong, including to agents in mainland China where our industry is separately regulated. The regulatory rules and procedures for engaging in our business in China are complex and are not as clear as those in many other jurisdictions and so we have not sought licensing from PRC government authorities to conduct business operations in China. We do work with third party agents to promote and introduce our services to individuals and businesses in China. Our PRC legal counsel has advised us that our activities in China are in compliance with PRC law because such activities are purely promotional and never involve the conduct of any business transactions in China. We cannot assure you that PRC rules and regulations will not change such that we can no longer engage in such promotional activities or offer our precious metals trading services to PRC residents online. In such case, we may be subject to fines, penalties, or sanctions or may be required to cease such offerings to PRC residents all together. These restrictions may limit our ability to increase revenues and would have a material adverse effect on our results of operations.
If Man Loong were to fail to comply with the requirements of the CGSE, Man Loong could lose its ability to process client trades, which would have an adverse material effect on our revenues, financial condition and cash flows.
Man Loong must comply with the minimum working capital and other requirements of the CGSE to continue our present business operations as an officially designated electronics trading member of the CGSE, a self-regulatory organization registered in Hong Kong. If we were to fall out of compliance with the CGSE’s requirements for its members, Man Loong could lose its ability to facilitate any trades of gold or silver for customers of its agents, and potentially lose its membership in the CGSE, all of which would have an adverse material effect on our revenues, financial condition and cash flows. The constitution of the CGSE requires its members to have a minimum working capital, defined as cash plus precious metals, of approximately $193,000 and minimum assets of $643,000. The CGSE also requires its members to submit a quarterly liquidity capital report, in order to ensure that the bank balances exceed or equal the balance of customer deposits, as well as comply with a code of conduct which is established by CGSE. As of March 31, 2016 and 2015, Man Loong had $1.1 million and $2.5 million in cash, respectively, and $2.6 million and $3.2 million, respectively, in total assets. We were in compliance with these requirements as of March 31, 2016 and 2015.
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Our growth may be limited by various restrictions and we remain at risk that we may be required to cease operations if we become subject to regulation by local government bodies.
We currently have only a limited presence in a number of significant markets and may not be able to gain a significant presence there unless and until regulatory barriers to international firms in certain of those markets are modified. Consequently, we cannot assure you that our international expansion will continue and that we will be able to develop our business in emerging markets as we currently plan. Furthermore, we may be subject to possible enforcement action and sanction if we are determined to have previously offered, or currently offer, our services in violation of local government’s regulations. In these circumstances, we are exposed to sanction by local enforcement agencies and our contracts with agents may be unenforceable. We may also be required to cease the conduct of our business with agents in the relevant jurisdiction and/or we may determine that compliance with the regulatory requirements for continuance of the business is too onerous to justify making the necessary changes to continue that business.
Procedures and requirements of the Patriot Act may expose us to significant costs or penalties.
As participants in the financial services industry, we are, and our subsidiaries are, subject to laws and regulations, including the Patriot Act of 2001, that require that we know our agents’ customers and monitor transactions for suspicious financial activities. The cost of complying with the Patriot Act and related laws and regulations is significant. We face the risk that our policies, procedures, technology and personnel directed toward complying with the Patriot Act are insufficient and that we could be subject to significant criminal and civil penalties due to noncompliance. Such penalties could have a material adverse effect on our business, financial condition and results of operations and cash flows. In addition, as an online financial services provider worldwide, we may face particular difficulties in identifying our agents’ customers and monitoring their activities.
| Item 1B. | Unresolved Staff Comments |
None.
| Item 2. | Properties |
Man Loong leases approximately 5,500 square feet at 18/F, Tower 6, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Hong Kong, where Man Loong’s corporate head office is located. In September 2015, Man Loong entered into a lease for the office space which expires on October 31, 2018. The monthly lease payments for this facility are approximately $27,209. We believe the facility is in good condition and adequate to meet our current and anticipated requirements. We lease offices space at 80 Broad Street, New York, New York 10004 on a month-to-month basis for a monthly fee of $219.
| Item 3. | Legal Proceedings |
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.
| Item 4. | Mine Safety Disclosures |
Not applicable.
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| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities |
| Price Range of Common Stock |
Our common stock trades on the OTC Bulletin board since October 9, 2014 under the symbol EBML. Prior to that date, there was no active market for our common stock. The following table sets forth the high and low sale prices for our common stock for the periods indicated.
| High | Low | |||||||
| Fiscal Year 2016 | ||||||||
| First Quarter | $ | 0.17 | 0.06 | |||||
| Second Quarter | $ | 0.10 | 0.04 | |||||
| Third Quarter | $ | 0.07 | 0.03 | |||||
| Fourth Quarter | $ | 0.06 | 0.01 | |||||
| Fiscal Year 2015 | ||||||||
| Third Quarter | $ | 0.13 | 0.05 | |||||
| Fourth Quarter | $ | 0.16 | 0.07 | |||||
The last reported sale price of our common stock on the OTC Bulletin Board on June 28, 2016 was $0.03 per share. As of March 31, 2016, there were approximately 50 holders of record of our common stock.
Dividend Policy
We have never paid any cash dividends on our common stock to date, and do not anticipate paying such cash dividends in the foreseeable future. Whether we declare and pay dividends is determined by our Board of Directors at their discretion, subject to certain limitations imposed under Delaware corporate law. The timing, amount and form of dividends, if any, will depend on, among other things, our results of operations, financial condition, cash requirements and other factors deemed relevant by our Board of Directors. In the past, Man Loong has paid dividends to its members. For the years ended March 31, 2016 and 2015 Man Loong paid no dividends.
Equity Compensation Plan Information
We do not have any equity compensation plans.
Recent Sales of Unregistered Securities
None.
Issuer Purchases of Equity Securities
There were no issuer purchases of equity securities during the fiscal year ended March 31, 2016.
| Item 6. | Selected Financial Data |
Not applicable because we are a smaller reporting company.
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| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
The following discussion and analysis is intended as a review of significant factors affecting our financial condition and results of operations for the periods indicated. The discussion should be read in conjunction with our consolidated financial statements and the notes presented herein. In addition to historical information, the following Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from those anticipated in these forward-looking statements as a result of certain factors discussed herein and any other periodic reports filed and to be filed with the Securities and Exchange Commission.
Overview
On April 3, 2013, we entered into a Contribution Agreement with the shareholders of Man Loong, whereby we acquired 100% of the issued and outstanding capital stock of Man Loong from its stockholders, in exchange for 507,600,000 newly issued shares of our common stock, with a par value of $0.0001. After the transaction, Man Loong became our wholly owned subsidiary.
This share exchange transaction (the “Merger”) was accounted for as a recapitalization whereby Man Loong was the acquirer for financial reporting purposes and eBullion was the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the Merger will be those of Man Loong and will be recorded at the historical cost basis. The consolidated financial statements after completion of the Merger include the assets and liabilities of eBullion and Man Loong, historical operations of Man Loong and operations of eBullion from the closing date of the Merger. Common stock and the corresponding capital amounts of the Company pre-merger have been retroactively restated as capital stock shares reflecting the exchange ratio in the Merger. In conjunction with the Merger, Man Loong received no cash and assumed no liabilities of eBullion.
In March 2015, we increased the number of our authorized shares from 500,000,000 to 1,000,000,000. The par value of our shares remained unchanged at $.0001. We also effected a 10 for 1 stock split, whereby we exchanged 10 of our shares for every 1 share issued at outstanding before the split. Following the share split, we have 512,600,000 shares issued and outstanding.
Since April 3, 2013, through our subsidiary, Man Loong, we have been engaged in the precious metals trading business, facilitating the execution of gold and silver price contracts for customers of its agents via an electronic trading platform which we license from an affiliated company, True Technology. In facilitating trades of these price contracts, Man Loong acts in its capacity as an officially designated electronics trading member of the Chinese Gold and Silver Exchange Society, or the “CGSE”, in Hong Kong. Man Loong holds a Type AA License which it uses to engage in the electronic trading of Kilo Gold and Loco London Gold and Silver. The electronic trading platform that Man Loong licenses from True Technology provides its agents’ customers with CGSE price quotations on gold and silver price contracts, on a Loco London basis, as well as information updates on the gold and silver market, based on an evaluation of third-party market pricing sources such as Reuters or Bloomberg. Man Loong’s agents’ customer base is located primarily in China where it works through independent agents, and in Hong Kong where it has one office and maintains its trading platforms. Man Loong has 3 agents in Hong Kong which cover three main geographic areas, including Hong Kong Island, Kowloon and the New Territories. In mainland China, Man Loong has 10 agents located in Shanghai and Guangdong and Fujian provinces. Each of our agents in Hong Kong have between 100 and 150 customers and our agents in China each have between 100 and 600 customers.
Man Loong’s membership in the CGSE allows it to facilitate trades on behalf of nonmembers who execute trades to buy and/or sell gold and/or silver price contracts without it being required to become a counterparty to the trade or to purchase or sell any gold or silver being traded as a principal. Man Loong facilitates the trades that are placed using its electronic trading platform. Man Loong provides agents and their customers with access to its electronic trading platform which has a direct connection to the CGSE. Man Loong enters into an agency agreement with each agent for which it facilitates trades pursuant to which the agent agrees to pay a commission to Man Loong for each trade that Man Loong facilitates and the agent agrees to take all responsibility for trade losses. The agents often use Man Loong’s offices and conference rooms as a physical place to meet with customers and Man Loong provides a dedicated investment center where agents and their customers can access the electronic trading platform to place and process contract orders for gold, and silver and obtain up-to-date market data, trade reports and gain/ loss reports to assist them in evaluating their portfolio and effecting contract trades.
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Man Loong provides its agents and their customers, with access to its electronic trading platform to place and process price contract orders for gold and silver, which price contracts do not involve the physical transfer or delivery of any actual gold, silver or other precious metals. The electronic trading platform also provides an agent’s customers with up-to-date market data, trade reports and gain/ loss reports to assist them in evaluating their portfolio and effecting price contract trades. Man Loong’s agents assume all of the portfolio trading risk of their price contract orders. Man Loong merely supplies the trading platform that processes the trade as a member of the CGSE and receives a commission. The electronic trading platform communicates and confirms all of the trades that are placed by Man Loong to the CGSE and the CGSE, through the electronic trading platform, provides both the customers of the agents and the agents with confirmation codes which confirm execution of the trades placed through the electronic platform.
Man Loong receives a brokerage commission per trade ranging from $20 to $40 regardless of the purchase price paid or received for the gold or silver traded and the agent assumes the sole responsibility for settlement of the purchase price of the gold or silver traded and for any resulting gain or loss recognized on those trades.
All of our revenue has been derived by Man Loong from the commission it receives on each trade executed through its electronic trade platform or telephone transaction system. Man Loong calculates and charges the agents account a flat fee of between $20 - $40 when each trade is closed and invoices those agents for their commission at the end of each month. Payment terms for commissions are net 30 days. The typical fee is $40 per trade; however, for agents whose customers execute a large number of trades, Man Loong will discount the fee to as low as $20 per trade. Man Loong evaluates its commission fee on an annual basis and adjusts it accordingly based upon its operational costs, which include the fees to run its electronic trading platform, the fees associated with the maintenance of its office, the fees that are charged by the CGSE and its employee costs.
Man Loong is not a counterparty in the trades executed by our agents’ customers on our trading platforms, instead it charges a commission which ranges from $20 to $40 for each completed trade. Man Loong’s revenue is dependent upon the amount of commission it generates which in turn is dependent upon the number of agents it has and trade volume as opposed to the price of the commodities. Man Loong’s revenues increase as it adds new contracted agents and as those agents increase the number of their customers. If Man Loong has fewer agents, its revenue will suffer. In addition, past trends indicate that at times of price volatility, in the prices of gold and silver, Man Loong’s agents’ customers tend to increase the number of trades that they execute across Man Loong’s trading platforms. The number of agents and their customers remained unchanged during the years ended March 31, 2016 and 2015 however, the number of agent customers decreased by 2 during the second quarter of 2016 and those 2 customers historically accounted for more than 10% of commission revenue. During the years ended March 31, 2016 and 2015 the price of gold remained in its current trading range of approximately $1,200 per ounce. The price of silver remained in its current trading range of approximately $15 per ounce. The recent lack of volatility of gold and silver prices could result in less trade revenue as it has in the past.
Results of Operations for the Years Ended March 31, 2016 and March 31, 2015
Man Loong’s revenue was $1,809,331 and $3,060,058 for the years ended March 31, 2016 and 2015, respectively, a decrease of $1,250,727 or 40.9%. All of our revenue was derived from commissions on trades placed through our trading platform and telephone transaction system. During the years ended March 31, 2016 and 2015, the number of agents and their customers remained unchanged, however, the number of agent customers decreased by 2 during the second quarter of 2016 and those 2 customers historically accounted for more than 10% of commission revenue. Further, the market prices of gold and silver remained in their current trading ranges of approximately $1,200 and $15 per ounce respectively. These factors resulted in a decrease in revenue for the year ended March 31, 2016.
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Total expenses were $2,459,507 for the year ended March 31, 2016 as compared to $2,505,540 for the year ended March 31, 2015, a decrease of $46,033 or 1.8%. Approximately 64% of our total expenses for the year ended March 31, 2016 were attributed to general and administrative expenses compared to 66% for the year ended March 31, 2015. Although Man Loong’s largest general and administrative expense during the years ended March 31, 2016 and 2015 was occupancy, historically, marketing, which includes payment made to agents for their provision of sales, marketing and customer support services has been our largest expense. Marketing expense was $334,848 or 14% of Man Loong’s total expenses for the year ended March 31, 2016 and $296,072 or 12% of Man Loong’s total expenses for the year ended March 31, 2015. The increase in marketing expenses for the year ended March 31, 2016 as compared to the prior year was the result of Man Loong increasing headcount and other marketing and customer support services. Man Loong’s three other large expenses were (i) its occupancy costs for the rent and management fees paid for its offices which was $567,050 or 23% of Man Loong’s total expenses for the year ended March 31, 2016 and $591,452 or 24% of its total expenses for the year ended March 31, 2015; (ii) its legal and professional fees which were $214,780 or 9% of its total expenses for the year ended March 31, 2016 compared to $210,362 or 8% of its total expenses for the year ended March 31, 2015, and (iii) its trading platform hosting and rent which was $162,882 or 7% of its total expenses for the year ended March 31, 2016 and $188,357 or 8% of its total expenses for the year ended March 31, 2015. For the years ended March 31, 2016 and 2016, employee compensation and benefits was $669,230 and $773,132, respectively, a decrease of 103,902 or 13%. Employee compensation and benefits expense was 27% and 31% of Man Loong’s total expenses for the years ended March 31, 2016 and 2015, respectively. For the years ended March 31, 2016 and 2015, loss on disposal of equipment was $124,757 and $0 or 5% and 0% of Man Loong’s total expenses, respectively. This loss on disposal of equipment was incurred when Man Loong moved its offices in Hong Kong to its current location.
Man Loong’s other income was $53,623 for the year ended March 31, 2016 compared to $118,305 for the year ended March 31, 2015, a decrease of $64,682 or 55%. The decrease in other income for the year ended March 31, 2016 was due to a decrease in rental income charged for a portion of Man Loong’s office facility which was leased on a short term lease arrangement which expired in June 2015, offset by an increase in interest income principally from the note receivable from Global Long.
Man Loong’s net loss was $509,750 for the year ended March 31, 2016, compared to net income of $537,299 for the year ended March 31, 2015 a decrease of $1,047,049 or 195%. The decrease was primarily the result of Man Loong’s decrease in commissions received on trades placed through our trading platform and telephone transaction system, a decrease in other income and an increase in marketing expense and legal and professional expense, offset in part by a decrease in trade platform expense and occupancy expense for the year ended March 31, 2016 as compared to the prior year.
Liquidity
During the year ended March 31, 2014, eBullion completed a private placement by selling 5,000,000 common shares for net proceeds of $240,044. However, substantially all of Man Loong’s operations and growth have been funded from cash flows from operations. Cash flows generated by Man Loong are used to 1) attract new agents and their customers by improving the capabilities of our electronic trading platforms as well as expand capabilities to allow trading on customers’ smart phones, 2) expand our business by opening an investment center in China’s new Qian Hai trade zone for gold and silver price contract trading, and 3) expand our operations into emerging markets throughout Asia.
In July 2013, Man Loong loaned eBullion Trade Company Limited (“eBullion Trade”) $997,500 (RMB 6,100,000). eBullion Trade was a development stage entity pursuing a license in the Peoples’ Republic of China for the purpose of engaging in trading silver contracts as an electronic trading member of the Guangdong Precious Metal Exchange (“GPME”).
We determined that the loan to eBullion Trade gave us a variable interest in eBullion Trade and that eBullion Trade was a variable interest entity (“VIE”) because the equity investor of eBullion Trade on the date of the loan lacked sufficient equity at risk to finance its activities without the loan. However, we determined that we were not the primary beneficiary of the VIE, because Man Loong did not have the power to direct the activities of the VIE that significantly impacted its economic performance. Accordingly, we did not consolidate eBullion Trade into our consolidated financial statements for the year ended March 31, 2015. The loan was unsecured, bore no interest and was repaid in full on May 2, 2014.
On April 3, 2015, Man Loong loaned Global Long Inc. Limited (“Global Long”) $773,793 (HKD$6,000,000). Global Long is registered in Hong Kong and through eBullion Trade, its subsidiary in the Peoples Republic of China, is engaged in trading silver contracts as an electronic trading member of the GPME. The loan bears interest at a 6% annual rate, matures on its 5th anniversary and is secured by a first right of claim on a bank deposit held by a subsidiary of Global Long. Under terms of the loan, interest is payable to Man Loong quarterly and Global Long has the right to repay the loan at any time before the maturity date. Until all principal and accrued interest are repaid on the loan, Global Long may not enter into additional borrowings without Man Loong’s written permission, and upon certain events of default, the loan becomes due on demand. The purpose of the loan was to establish a relationship with Global Long with the intent of becoming their first choice for Global Long’s customers who wish to trade in gold trading positions through the CGSE.
We determined that the loan to Global Long does not give us a variable interest in Global Long and that Global Long is not a variable interest entity because Man Loong does not have the power to direct any of the activities of Global Long or eBullion Trade that significantly impact their economic performance. Accordingly, we have not consolidated Global Long into our consolidated financial statements.
| 25 |
To date, eBullion has funded its operations from cash flows generated from operations. As of March 31, 2016 eBullion had cash totaling $1,109,465, total assets of $2,657,977, total liabilities of $256,883 and working capital of $1,135,967. Net cash used in operations for the year ended March 31, 2016 was $426,394 as compared to net cash provided by operations of $707,833 for the year ended March 31, 2015. The increase in net cash used in operating activities for the year ended March 31, 2016 included a net loss of $509,750, an increase in prepaid income taxes of $106,123, a decrease in income taxes payable of $145,838, an increase in deferred income taxes of $85,893 and a decrease in accounts payable and accrued liabilities of $1,709, offset by a decrease in commissions receivable of $17,803, a decrease in deposits and prepaid expenses of $104,992 and an increase in customer deposits of $94,389.
Net cash provided by (used in) investing activities was $(1,007,805) and $997,500 for the years ended March 31, 2016 and 2015, respectively. The increase in net cash used in investing activities for the year ended March 31, 2016 was primarily due to the Man Loong’s loan of $773,530 to Global Long as compared to the repayment of the eBullion note receivable during 2015. Additionally, during 2016 equipment and leasehold improvements were purchased for the new office space occupied during the year.
Net cash provided by financing activities was $30,634 and $0 for the years ended March 31, 2016 and 2015, respectively. The increase in net cash provided by financing activities resulted primarily from an increase in bank overdraft of $30,634.
As of March 31, 2016 Man Loong’s customer deposits increased from $92,613 at March 31, 2015 to $187,037 at March 31, 2016 an increase of $94,424 or 102%. Customer deposits arise when customers of Man Loong’s agents request that Man Loong hold the minimum deposit required to secure the customer’s account from trading losses instead of the agent. Man Loong intends to continue to offer this service to customers who request it, and expects the number of customers who hold minimum deposit funds in its accounts to increase in the future.
Man Loong’s commissions receivable decreased from $118,298 at March 31, 2015 to $100,493 at March 31, 2016 a decrease of $17,805 or 15%. Man Loong has been working with its agents to improve the payment times of commissions accrued but unpaid at the end of each month. Commissions receivable represent commissions to be collected from agents for their customers’ trades executed across Man Loong’s electronic trade platform and telephone transaction system. Commissions receivable are typically remitted to Man Loong within 30 days of trade execution. We have not historically incurred credit losses on commissions receivable. As of March 31, 2016 and 2015, we had no reserve for credit losses nor have we incurred any bad debts for the years then ended.
No dividends were declared or paid in the years ended March 31, 2016 and 2015 and none are expected to be paid for the foreseeable future.
| 26 |
Commitments
eBullion was committed to paying a monthly fee of approximately $3,868 until March 31, 2015 to True Technology, a company owned by Messrs. Choi and Wong, for the hosting services and use of the trading platform that is the cornerstone of its business. Subsequent to year end, the trading platform lease with True Technology was renewed for two years with monthly payment of approximately $3,868 until March 31, 2017.
In December 2012, Man Loong entered into a lease for its office space, which expired in December 2015 and provided for monthly payments of approximately $47,236. In September 2015, Man Loong entered into a new lease agreement on approximately 5,500 square feet of office space which replaced its previous office facilities. Man Loong occupied the space in December 2015. Under terms of the lease, Man Loong paid approximately $147,397 in lease deposits and is committed to lease and management fee payments of approximately $27,209 per month. The new lease expires in October 2018.
At the exchange rate in effect at March 31, 2016, future annual minimum lease payments, including maintenance and management fees, for non-cancellable operating leases and trading platform rental and hosting fees, are as follows:
| Year ending March 31: | ||||
| 2016 | $ | 372,636 | ||
| 326,224 | ||||
| 176,705 | ||||
| $ | 875,565 | |||
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk |
Not applicable because we are a smaller reporting company.
| 27 |
| Item 8. | Financial Statements and Supplemental Data |
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of eBullion, Inc.:
We have audited the accompanying consolidated balance sheets of eBullion, Inc. (the “Company”) as of March 31, 2016 and 2015, and the related consolidated statements of comprehensive income (loss), changes in shareholders’ equity and cash flows for each of the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at March 31, 2016 and 2015, and the consolidated results of its operations and its cash flows for each of the two years in the period ended March 31, 2016, in conformity with accounting principles generally accepted in the United States of America.
/s/ Anton & Chia LLP
June 29, 2016
Newport Beach, California
| F-2 |
eBullion, Inc.
March 31, 2016 and 2015
(Expressed in US dollars)
| 2016 | 2015 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | 1,109,465 | $ | 2,513,423 | ||||
| Commissions receivable | 100,493 | 118,298 | ||||||
| Deposits and prepaid expenses | 29,819 | 52,452 | ||||||
| Prepaid income taxes | 147,556 | 41,396 | ||||||
| Total current assets | 1,387,333 | 2,725,569 | ||||||
| Noncurrent Assets | ||||||||
| Deposits and prepaid expenses | 141,084 | 223,470 | ||||||
| Equipment, net | 253,807 | 225,131 | ||||||
| Loan receivable from Global Long | 773,793 | - | ||||||
| Deferred income taxes | 101,960 | 10,522 | ||||||
| Total noncurrent assets | 1,270,644 | 459,123 | ||||||
| Total assets | $ | 2,657,977 | $ | 3,184,692 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Bank overdraft | $ | 30,645 | - | |||||
| Accounts payable and accrued liabilities | 33,684 | 35,048 | ||||||
| Customer deposits | 187,037 | 92,613 | ||||||
| Income taxes | - | 145,883 | ||||||
| Total current liabilities | 251,366 | 273,544 | ||||||
| Noncurrent Liabilities: | ||||||||
| Deferred income taxes | 5,517 | - | ||||||
| Total noncurrent assets | 5,517 | - | ||||||
| Total liabilities | 256,883 | 273,544 | ||||||
| Commitments | ||||||||
| Shareholders’ Equity | ||||||||
| Common stock, $0.0001 par value, 1,000,000,000 shares authorized, 512,600,000 shares issued and outstanding | 51,260 | 51,260 | ||||||
| Additional paid in capital | 1,477,404 | 1,477,404 | ||||||
| Retained earnings | 873,954 | 1,383,704 | ||||||
| Accumulated other comprehensive loss | (1,524 | ) | (1,220 | ) | ||||
| Total shareholders’ equity | 2,401,094 | 2,911,148 | ||||||
| Total liabilities and shareholders’ equity | $ | 2,657,977 | $ | 3,184,692 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
eBullion, Inc.
Consolidated Statements of Comprehensive Income (Loss)
For the Years Ended March 31, 2016 and 2015
(Expressed in US dollars)
| 2016 | 2015 | |||||||
| REVENUES | ||||||||
| Commission revenue | $ | 1,809,331 | $ | 3,060,058 | ||||
| EXPENSES | ||||||||
| General and administrative | 1,584,544 | 1,651,742 | ||||||
| Employee compensation and benefits | 669,230 | 773,132 | ||||||
| Loss on disposal of property and equipment | 124,757 | - | ||||||
| Depreciation and amortization | 80,976 | 80,666 | ||||||
| Total expenses | 2,459,507 | 2,505,540 | ||||||
| INCOME (LOSS) FROM OPERATIONS | (650,176 | ) | 554,518 | |||||
| OTHER INCOME | ||||||||
| Rental income | 9,025 | 115,689 | ||||||
| Interest income, net | 44,598 | 2,616 | ||||||
| Total other income | 53,623 | 118,305 | ||||||
| INCOME (LOSS) BEFORE INCOME TAXES | (596,553 | ) | 672,823 | |||||
| INCOME TAX PROVISION (BENEFIT) | ||||||||
| Current | (102,836 | ) | 145,896 | |||||
| Deferred | 16,033 | (10,372 | ) | |||||
| Total income tax provision (benefit) | (86,803 | ) | 135,524 | |||||
| NET INCOME (LOSS) | (509,750 | ) | 537,299 | |||||
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||||||
| Foreign currency translation | (304 | ) | (203 | ) | ||||
| COMPREHENSIVE INCOME (LOSS) | $ | (510,054 | ) | $ | 537,096 | |||
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | ||||||||
| Basic and diluted | 512,600,000 | 512,600,000 | ||||||
| BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE | ||||||||
| Basic and diluted earnings (loss) per common share | $ | (0.00 | ) | $ | 0.00 | |||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
eBullion, Inc.
Consolidated Statements of Shareholders’ Equity
For the Years Ended March 31, 2016 and 2015
(Expressed in US dollars)
| Accumulated | ||||||||||||||||||||||||
| Common Stock | Additional | Other | Total | |||||||||||||||||||||
| Number of | Paid in | Retained | Comprehensive | Shareholders’ | ||||||||||||||||||||
| Shares | Par Value | Capital | Earnings | Income (Loss) | Equity | |||||||||||||||||||
| BALANCE, March 31, 2014 | 512,600,000 | $ | 51,260 | $ | 1,477,404 | $ | 846,405 | $ | (1,017 | ) | $ | 2,374,052 | ||||||||||||
| Net income | - | - | - | 537,299 | - | 537,299 | ||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | (203 | ) | (203 | ) | ||||||||||||||||
| BALANCE, March 31, 2015 | 512,600,000 | $ | 51,260 | $ | 1,477,404 | $ | 1,383,704 | $ | (1,220 | ) | $ | 2,911,148 | ||||||||||||
| Net loss | - | - | - | (509,750 | ) | - | (509,750 | ) | ||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | (304 | ) | (304 | ) | ||||||||||||||||
| BALANCE, March 31, 2015 | 512,600,000 | $ | 51,260 | $ | 1,477,404 | $ | 873,954 | $ | (1,524 | ) | $ | 2,401,094 | ||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
eBullion, Inc.
Consolidated Statements of Cash Flows
For the Years Ended March 31, 2016 and 2015
(Expressed in US dollars)
| 2016 | 2015 | |||||||
| OPERATING ACTIVITIES: | ||||||||
| Net income (loss) | $ | (509,750 | ) | $ | 537,299 | |||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities | ||||||||
| Depreciation and amortization | 80,978 | 80,666 | ||||||
| Loss on disposal of equipment | 124,757 | - | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Commissions receivable | 17,803 | (84,170 | ) | |||||
| Deposits and prepaid expenses | 104,992 | 2,459 | ||||||
| Accounts payable and accrued liabilities | (1,709 | ) | (32,399 | ) | ||||
| Customer deposits | 94,389 | 53,613 | ||||||
| Prepaid income taxes | (106,123 | ) | 54,950 | |||||
| Income taxes payable | (145,838 | ) | 105,787 | |||||
| Deferred income taxes | (85,893 | ) | (10,372 | ) | ||||
| Net cash provided by (used in) operating activities | (426,394 | ) | 707,833 | |||||
| INVESTING ACTIVITIES: | ||||||||
| Purchase of equipment | (234,275 | ) | - | |||||
| Loan receivable from eBullion Trade | - | 997,500 | ||||||
| Loan receivable from Global Long | (773,530 | ) | - | |||||
| Net cash provided by (used in) investing activities | (1,007,805 | ) | 997,500 | |||||
| FINANCING ACTIVITIES: | ||||||||
| Bank overdraft | 30,634 | - | ||||||
| Net cash used by financing activities | 30,634 | - | ||||||
| NET INCREASE (DECREASE) IN CASH | (1,403,565 | ) | 1,705,333 | |||||
| EFFECT OF EXCHANGE RATE CHANGES ON CASH | (393 | ) | 51 | |||||
| Cash, beginning of year | 2,513,423 | 808,039 | ||||||
| Cash, end of year | $ | 1,109,465 | $ | 2,513,423 | ||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||
| Cash paid during the year for income taxes | $ | 251,050 | $ | 241,054 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
| eBullion, Inc. |
| Notes to Consolidated Financial Statements |
| For the Years Ended March 31, 2016 and 2015 |
| (Expressed in US Dollars) |
| 1. | Nature of Operations and Basis of Presentation |
eBullion, Inc. (“eBullion” or “the Company”) was incorporated in Delaware on January 28, 2013. On April 3, 2013, the Company’s shareholders exchanged 100% of their shares for 100% of the shares of Man Loong Bullion Company Limited (“Man Loong”) a company which was incorporated in Hong Kong in 1974, and in 2007, was re-registered under Hong Kong law as a limited liability company. Upon completion of this transaction, Man Loong became a 100% owned subsidiary of eBullion. This transaction was accounted for as a reverse take-over.
The Company provides trading services for gold and silver trading positions on Man Loong’s proprietary, 24-hour electronic trading platform, and its telephone transaction system located in Hong Kong. The Company is licensed through the Chinese Gold and Silver Exchange Society (“CGSE”) a self-regulatory organization located in Hong Kong which acts as an exchange for the trading of Kilo gold and Loco London gold and silver price indices quoted on the London Metals Exchange.
The Company is not a counter party for trades entered through its trading platform and telephone transaction system, and instead, contracts with agents who pay Man Loong a fixed commission on each trade that the Company executes for its agents and their customers.
Basis of Presentation
The Company’s consolidated financial statements are expressed in U.S. Dollars and are presented in accordance with U.S. GAAP and the rules and regulations of the Securities and Exchange Commission (“SEC”). The Company’s and Man Loong’s fiscal year end is March 31.
Principles of Consolidation
The consolidated financial statements as of March 31, 2016 and 2015, include the accounts of eBullion and its wholly owned subsidiary, Man Loong. All significant intercompany transactions have been eliminated.
| 2. | Summary of Significant Accounting Policies |
Use of Estimates
The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the year. Changes in these estimates are recorded when known. Significant estimates made by management include:
| ● | Valuation of assets and liabilities | |
| ● | Useful lives of equipment | |
| ● | Accounting for transactions with variable interest entities | |
| ● | Other matters that affect the reported amounts and disclosures of contingencies in the consolidated financial statements. |
Actual results could differ from those estimates.
Reclassifications
Certain reclassifications have been made to amounts reported in the previous years to conform to the current presentation. Such reclassifications had no effect on net income (loss).
| F-7 |
| eBullion, Inc. |
| Notes to Consolidated Financial Statements |
| For the Years Ended March 31, 2016 and 2015 |
| (Expressed in US Dollars) |
| 2. | Summary of Significant Accounting Policies - continued |
Revenue Recognition
The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 605, Revenue Recognition, which requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence that an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed and determinable; and (4) collectability is reasonably assured. The Company is not a counter party for trades executed through its trading platform and telephone transaction system and, instead, recognizes revenue to the extent of the flat-fee commission it receives on each trade processed for its agents and their customers.
Advertising
Advertising costs are incurred for the production and communication of advertising, as well as other marketing activities. The Company expenses the cost of advertising as incurred. The Company did not capitalize any production costs associated with advertising for the years ended March 31, 2016 and 2015. The total amount charged to advertising expense was $29,381 and $65,213 for the years ended March 31, 2016 and 2015, respectively.
Cash and cash equivalents
Cash and cash equivalents consist primarily of cash on deposit, certificates of deposits, money market accounts, and investment grade commercial paper that are readily convertible to cash and purchased with original maturities of six months or less. As of March 31, 2016 and 2015, the Company had no cash equivalents. The Company reclassifies cash overdrafts to accounts payable.
Fair Value of Financial Instruments
ASC 820, “Fair Value Measurements”, defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for cash, commissions receivable, loan receivable from Global Long, accounts payable and accrued liabilities and customer deposits qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.
The standard establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy defined by the standard are as follows:
Level 1 - Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, listed equities and U.S. government treasury securities.
Level 2 - Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category include non-exchange-traded derivatives such as over the counter forwards, options and repurchase agreements.
Level 3 - Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value from the perspective of a market participant. Level 3 instruments include those that may be more structured or otherwise tailored to customers’ needs.
| F-8 |
| eBullion, Inc. |
| Notes to Consolidated Financial Statements |
| For the Years Ended March 31, 2016 and 2015 |
| (Expressed in US Dollars) |
| 2. | Summary of Significant Accounting Policies - continued |
Commissions Receivable
Commissions receivable represent commissions to be collected from agents for their customers’ trades executed across Man Loong’s electronic trade platform and telephone transaction system through the balance sheet date. Commissions receivable are typically remitted to the Company within 30 days of trade execution. The Company has not historically incurred credit losses on these commissions receivable. As of March 31, 2016 and 2015, the Company had no reserve for credit losses nor had it incurred any bad debts for the years ended March 31, 2016 and 2015.
Deposits and Prepaid Expenses
The Company records goods and services paid for but not received until a future date as deposits and prepaid expenses. These primarily include deposits and prepayments for occupancy related expenses. Deposit or prepaid expenses which will be realized more than 12 months past the balance sheet date are classified as non-current assets in the accompanying consolidated balance sheets.
Equipment
Equipment is stated at cost. The cost of an asset consists of its purchase price and any directly attributable costs of bringing the asset to its present working condition and location for its intended use.
Equipment is depreciated using the straight-line method over the estimated useful lives of the assets as follows:
| Office equipment | 5 years | ||||
| Furniture and fixtures | 5 years | ||||
| Computer equipment | 5 years |
Expenditures for maintenance and repairs are charged to expense as incurred. Additions, renewals and betterments are capitalized.
Gain or loss on disposal of equipment is the difference between net sales proceeds and the carrying amount of the relevant assets, if any, and is recognized as income or loss in the accompanying consolidated statements of comprehensive income (loss).
Variable Interest Entity
A variable interest entity (“VIE”) is a legal entity, other than an individual, used for business purposes that either (a) has equity investors that do not provide sufficient financial resources for the entity to support its activities, or (b) the equity investors lack any one of the following three criteria:
| ● | The power to direct activities that most significantly impact the entity’s economic performance | |
| ● | The obligation to absorb the expected losses of the entity | |
| ● | The right to receive the expected residual returns. |
A VIE is required to be consolidated by a reporting entity if it has a controlling financial interest in the VIE. A reporting entity is deemed to have a controlling financial interest in a VIE if it both has the power to direct the activities that most significantly impact the VIE’s economic performance and the obligation to absorb the losses or the right to receive economic benefits from the VIE that could potentially be significant to the VIE. The Company did not have a VIE for the years ended March 31, 2016 and 2015.
| F-9 |
| eBullion, Inc. |
| Notes to Consolidated Financial Statements |
| For the Years Ended March 31, 2016 and 2015 |
| (Expressed in US Dollars) |
| 2. | Summary of Significant Accounting Policies - continued |
Reporting Currency and Foreign Currency Translation
As of and for the years ended March 31, 2016 and 2015, the accounts of the Company were maintained in their functional currencies, which is the U.S. dollar for eBullion and the Hong Kong dollar ("HK dollar") for Man Loong. The financial statements of Man Loong have been translated into U.S. dollars which is its reporting currency. All assets and liabilities of Man Loong are translated at the exchange rate on the balance sheet date, shareholders’ equity is translated at historical rates and the statements of comprehensive income, and statements of cash flows are translated at the weighted average exchange rate for the periods. The resulting translation adjustments for the period are reported under other comprehensive income (loss) and accumulated translation adjustments are reported as a separate component of shareholders’ equity.
Foreign exchange rates used:
| 2016 | 2015 | ||||||||
Year-end USD/HKD exchange rate | 7.7540 | 7.7542 | |||||||
| Average USD/HKD exchange rate: | 7.7567 | 7.7535 | |||||||
Long-Lived Assets
The Company periodically evaluates the carrying value of long-lived assets when events and circumstances warrant such review. The carrying value of a long-lived assets is considered impaired when the anticipated undiscounted cash flow from such an asset is less than its carrying value. In that event, a loss is recognized in the amount by which the carrying value exceeds the fair market value of the long-lived asset. The Company has identified no such impairment losses.
Accounts payable and accrued liabilities
Accounts payable and accrued liabilities at March 31, 2016 and 2015 primarily consist of accrued statutory bonus payable to employees in Hong Kong, audit fees payable to the Company’s auditors and accountants and legal fees payable to the Company’s legal counsel.
Customer Deposits
Customer deposits at March 31, 2016 and 2015 were accepted pursuant to the Company’s agreements with certain of its independent agents. Under terms of those agreements, the Company accepts margin deposits for certain of the agents’ customers who prefer that the Company hold those deposits. If an agent’s customer suffers a trading loss equaling 80% or more of the customers’ deposit balance, the customer is required to increase the balance of his deposit or the customer’s trading position is closed and the remaining deposit balance is remitted to the agent in order to fund the customer’s trading losses.
Accordingly, the Company had no risk of loss related to customer deposits at March 31, 2016 and 2015.
Accumulated Other Comprehensive Income (Loss)
The Company’s accumulated other comprehensive income (loss) at March 31, 2016 and 2015 consists of adjustments resulting from translating Man Loong’s functional currency, the HK dollar, to its reporting currency, the U.S. dollar.
| F-10 |
| eBullion, Inc. |
| Notes to Consolidated Financial Statements |
| For the Years Ended March 31, 2016 and 2015 |
| (Expressed in US Dollars) |
| 2. | Summary of Significant Accounting Policies - continued |
Rental Income
Rental income consists of rent charged for a portion of Man Loong’s office facility which was leased on a short term lease arrangement. Agreed rental payments were $11,350 per month from April 1, 2014 until January 1, 2015, when the rent was reduced to $4,514 per month. The lease arrangement expired on March 31, 2015. Though not subject to a formal lease agreement, in April 2015, Man Loong extended the lease arrangement for a further 2 months, with agreed rental payments of $4,514 per month. For the years ended March 31, 2016 and 2015, Man Loong recognized rental income of $9,025 and $115,689, respectively, in the accompanying consolidated statements of comprehensive income (loss).
Income Taxes
The Company utilizes ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
The Company has adopted the provisions of the interpretation, of ASC 740, Accounting for Uncertainty in Income Taxes. The Company did not have any material unrecognized tax benefits and there was no effect on its financial condition or results of operations as a result of implementing the interpretation. The Company files income tax returns in the United States and the Company is subject to federal income tax examinations for the fiscal years ended March 31, 2014 through 2016. Man Loong files income tax returns in Hong Kong and is no longer subject to tax examinations by tax authorities for years before 2008. At March 31, 2016, Man Loong had no uncertain tax positions.
Historically, we have not provided for U.S. income and foreign withholding taxes on Man Loong’s undistributed earnings, because such earnings have been retained and reinvested by Man Loong. The Company does not intend to require Man Loong to pay dividends for the foreseeable future and so additional income taxes and applicable withholding taxes that would result from the repatriation of such earnings are not practicably determinable.
Earnings (Loss) per Share
The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260, Earnings Per Share. ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding during the period.
Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of contracts to issue ordinary common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. The computation of diluted EPS includes the estimated impact of the exercise of contracts to purchase common stocks using the treasury stock method and the potential shares of converted common stock associated with the convertible debt using the if-converted method.
Potential common shares that have an anti-dilutive effect (i.e., those that increase earnings per share or decrease loss per share) are excluded from the calculation of diluted EPS.
The Company does not have any securities that may potentially dilute its basic earnings (loss) per share.
| F-11 |
| eBullion, Inc. |
| Notes to Consolidated Financial Statements |
| For the Years Ended March 31, 2016 and 2015 |
| (Expressed in US Dollars) |
| 2. | Summary of Significant Accounting Policies - continued |
Comprehensive Income (Loss)
Comprehensive income (loss) is comprised of net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) includes unrealized gains and losses resulting from translating Man Loong’s functional currency, the HK dollar, to its reporting currency, the U.S. dollar.
Recent Accounting Pronouncements
In February 2016, the FASB issued ASU 2016-02 Leases (Topic 842). ASU 2016-02 establishes new guidance for the recording and disclosure of assets and liabilities that arise from leasing activity. ASU 2016-02 will require most lessees to record lease assets and lease liabilities that arise from leases on the statement of financial condition and disclose qualitative and quantitative information related to lease transactions such as variable lease payments and options to renew and terminate leases. ASU 2016-02 is effective for years beginning after December 18, 2018 and early adoption is permitted. The Company is evaluating ASU 2016-02 to determine its impact, if any, on the consolidated financial statements.
In January 2016, the FASB issued ASU 2016-01 Financial Instruments Overall (Subtopic 825-10) Recognition and Measurement of Financial Assets and Liabilities. ASU 2016-01 amends the guidance in US GAAP on classification, measurement and disclosure of financial instruments. It revises an entity’s accounting related to: 1) classification and measurement of investments in equity securities; 2) presentation of certain fair value changes for financial liabilities measured at fair value; and, 3) amends disclosure requirements associated with the fair value of financial instruments. ASU 2016-01 is effective for years beginning after December 15, 2017 and early adoption is permitted. The adoption of ASU 2016-01 is not expected to have a material effect on the Company’s consolidated financial statements.
In August 2015, the FASB issued ASU 2015-14 Revenue From Contracts With Customers (Topic 606) Deferral of the Effective Date. ASU 2015-14 defers the effective date of ASU 2014-09, Revenue from Contracts With Customers (Topic 606) which clarifies the principles for revenue recognition and develops common revenue recognition standards for US GAAP and International Financial Reporting Standards (IFRS). ASU 2015-14 defers the effective date of ASU 2014-09 to years beginning after December 31, 2018 and early adoption is permitted. The adoption of ASU 2015-14 and ASU 2014-09 is not expected to have a material effect on the Company’s consolidated financial statements.
In November 2015, the FASB issued ASU 2015-17 Income Taxes (Topic 740) Balance Sheet Classification of Deferred Taxes. ASU 2015-17 simplifies the presentation of deferred tax assets and liabilities by allowing both balances to be presented as non-current on the balance sheet. ASU 2015-17 is effective for years beginning after December 15, 2017 and early adoption is permitted. The adoption of ASU 2015-17 is not expected to have a material effect on the Company’s consolidated financial statements.
Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.
| F-12 |
| eBullion, Inc. |
| Notes to Consolidated Financial Statements |
| For the Years Ended March 31, 2016 and 2015 |
| (Expressed in US Dollars) |
| 3. | Deposits and Prepaid Expenses |
| Deposits and prepaid expenses consisted of the following as of March 31, 2016 and 2015: |
| 2016 | 2015 | ||||||||
| Current | |||||||||
| Prepaid rent and occupancy expenses | $ | 29,819 | $ | 52,452 | |||||
| Noncurrent | |||||||||
| Rent and occupancy deposits | 141,084 | 223,470 | |||||||
| Total deposits and prepaid expenses | $ | 170,903 | $ | 275,922 | |||||
| 4. | Loan receivable from Global Long |
On April 3, 2015, Man Loong loaned Global Long Inc. Limited (“Global Long”) $774,164 (HKD$6,000,000). Global Long is registered in Hong Kong and through its subsidiary in the Peoples Republic of China, eBullion Trade Company Limited (“eBullion Trade”), is engaged in trading silver contracts as an electronic trading member of the Guangdong Precious Metal Exchange (“GPME”). The loan bears interest at a 6% annual rate, matures on its 5th anniversary and is secured by a first right of claim on a bank deposit held by a subsidiary of Global Long. Under terms of the loan, interest is payable to Man Loong quarterly and Global Long has the right to repay the loan at any time before the maturity date. Until all principal and accrued interest are repaid on the loan, Global Long may not enter into additional borrowings without Man Loong’s written permission, and upon certain events of default, the Loan becomes due on demand. The purpose of the loan was to establish a relationship with Global Long with the intent of becoming their first choice for Global Long’s customers who wish to trade in gold trading positions through the CGSE.
The Company determined that the loan to Global Long does not give the Company a variable interest in Global Long and that Global Long is not a variable interest entity (“VIE”) because Man Loong does not have the power to direct any of the activities of Global Long or eBullion Trade that significantly impact their economic performance. Accordingly, the Company has not consolidated Global Long into its consolidated financial statements.
| 5. | Loan receivable from eBullion Trade |
In July 2013, Man Loong, loaned eBullion Trade $997,572 (RMB 6,100,000). eBullion Trade was a development stage entity pursuing a license in the Peoples’ Republic of China for the purpose of engaging in trading silver contracts as an electronic trading member of the GPME.
The Company determined that the loan to eBullion Trade gave the Company a variable interest in eBullion Trade and that eBullion Trade was a variable interest entity (“VIE”) because the equity investor of eBullion Trade on the date of the loan lacked sufficient equity at risk to finance its activities without the loan. However, the Company determined that it was not the primary beneficiary of the VIE, because Man Loong did not have the power to direct the activities of the VIE that significantly impacted its economic performance. Accordingly, the Company did not consolidate eBullion Trade into its consolidated financial statements.
The loan was unsecured, bore no interest and was repaid in full on May 2, 2014.
| F-13 |
| eBullion, Inc. |
| Notes to Consolidated Financial Statements |
| For the Years Ended March 31, 2016 and 2015 |
| (Expressed in US Dollars) |
| 6. | Equipment |
Equipment, including leasehold improvements, consisted of the following as of March 31, 2016 and 2015:
| 2016 | 2015 | ||||||||
| Office equipment | $ | 206,345 | $ | 305,557 | |||||
| Computer equipment | 59,919 | 41,546 | |||||||
| Furniture and fixtures | 65,774 | 56,117 | |||||||
| 322,038 | 403,220 | ||||||||
| Less: Accumulated depreciation | (78,231 | ) | (178,089 | ) | |||||
| Equipment, net | $ | 253,807 | $ | 225,131 | |||||
Depreciation expense was $80,976 and $80,666 for the years ended March 31, 2016 and 2015, respectively, and was recorded as depreciation expense in the accompanying consolidated statements of comprehensive income (loss).
The Company incurred a loss on disposal of equipment of $124,757 for the year ended March 31, 2016 which arose when the Company relocated to new office facilities.
| 7. | Customer Deposits |
Customer deposits were $187,037 and $92,613 at March 31, 2016 and 2015, respectively, and were recorded as a current liability in the accompanying consolidated statements of financial condition.
| 8. | General and Administrative Expenses |
General and administrative expenses consist of the following for the years ended March 31, 2016 and 2015.
| 2016 | 2015 | ||||||||
| Marketing expenses | $ | 334,848 | $ | 296,072 | |||||
| Trading platform rent | 162,882 | 188,357 | |||||||
| Transportation | 25,243 | 68,302 | |||||||
| Internet | 20,457 | 24,186 | |||||||
| Travel and entertainment | 19,633 | 34,159 | |||||||
| Computers and software | 42,972 | 36,786 | |||||||
| Legal and professional | 214,780 | 210,362 | |||||||
| Licenses | 28,842 | 3,165 | |||||||
| Occupancy | 567,050 | 591,452 | |||||||
| Advertising | 29,381 | 69,668 | |||||||
| Other taxes | - | 1,050 | |||||||
| Other | 138,456 | 128,183 | |||||||
| Total general and administrative expense | $ | 1,584,544 | $ | 1,651,742 | |||||
| F-14 |
| eBullion, Inc. |
| Notes to Consolidated Financial Statements |
| For the Years Ended March 31, 2016 and 2015 |
| (Expressed in US Dollars) |
| 9. | Income Taxes |
Income (loss) before income taxes as shown in the accompanying consolidated statements of comprehensive income (loss) is summarized below for the years ended March 31, 2016 and 2015.
| 2016 | 2015 | ||||||||
| United States | $ | (72,251 | ) | (158,746 | ) | ||||
| Hong Kong | (521,302 | ) | 831,569 | ||||||
| Income (loss) before income taxes | $ | (596,553 | ) | 672,823 | |||||
The provision (benefit) for income taxes consists of the following for the years ended March 31, 2016 and 2015:
| 2016 | 2015 | ||||||||
| Current: | |||||||||
| United States | $ | - | $ | - | |||||
| Hong Kong | (102,836 | ) | 145,896 | ||||||
| Total current provision | (102,836 | ) | 145,896 | ||||||
| Deferred: | |||||||||
| United States | - | - | |||||||
| Hong Kong | 16,033 | (10,372 | ) | ||||||
| Total deferred benefit | 16,033 | (10,372 | ) | ||||||
| Total income tax provision | $ | (86,803 | ) | $ | 135,524 | ||||
The reconciliation of the income tax provision to the amount computed by applying the U.S. statutory federal income tax rate to income (loss) before income taxes is as follows:
| 2016 | 2015 | ||||||||
| Income tax provision (benefit) at the U.S. statutory tax rate | $ | (202,829 | ) | $ | 228,759 | ||||
| Valuation allowance on U.S. net operating loss carryforwards | 25,585 | 53,974 | |||||||
| Impact of foreign operations | 91,228 | (145,525 | ) | ||||||
| Other | (787 | ) | (1,684 | ) | |||||
| Income tax provision (benefit) | $ | (86,803 | ) | $ | 135,524 | ||||
At March 31, 2016, the Company had U.S. net operating loss carryforwards of approximately $374,700 which expire in 2035. Based on the available evidence, it is uncertain whether future U.S. taxable income will be sufficient to offset the estimated net loss carryforwards, accordingly, the Company has recorded a valuation allowance of approximately $127,000 as of March 31 2016.
| F-15 |
| eBullion, Inc. |
| Notes to Consolidated Financial Statements |
| For the Years Ended March 31, 2016 and 2015 |
| (Expressed in US Dollars) |
| 9. | Income Taxes - continued |
At March 31, 2016 and 2015, the Company’s and Man Loong’s differences between the book and tax basis of equipment gave rise to deferred income tax liability of $16,033 and a deferred income tax asset of $10,372 respectively which are recorded as noncurrent in the accompanying consolidated statements of financial condition. The Company had no other differences between the book and tax basis of assets and liabilities as March 31, 2016 and 2015.
As a result of the implementation of ASC 740, Accounting for Income Taxes, the Company recognized no material adjustment to unrecognized tax benefits. The Company will continue to classify income tax penalties and interest, if any, as part of interest and other expenses in the accompanying consolidated statements of comprehensive income (loss). The Company has incurred no interest or penalties during the years ended March 31, 2016 and 2015.
| 10. | Earnings (Loss) Per Share |
Earnings (loss) per share (“EPS”) information for the years ended March 31, 2016 and 2015 was determined by dividing net income (loss) for the period by the weighted average number of both basic and diluted shares of common stock and common stock equivalents outstanding.
As of and for the years ending March 31, 2016 and 2015, the Company did not have any securities that may potentially dilute the basic earnings (loss) per share. Therefore basic and diluted earnings (loss) per share for the respective years are the same.
| 2016 | 2015 | ||||||||
| Numerator | |||||||||
| Net income (loss) attributable to common shareholders | $ | (509,750 | ) | $ | 537,299 | ||||
| Denominator | |||||||||
| Weighted average shares of common stock (basic and diluted) | 512,600,000 | 512,600,000 | |||||||
| Basic and diluted earnings (loss) per share | $ | (0.00 | ) | $ | 0.00 | ||||
| 11. | Related Party Transactions and Balances |
The Company engaged in related party transactions with certain shareholders, and a company under common control as described below.
On May 27, 2011, the Company entered into an agreement with a company under common control, True Technology Company Limited (“True Technology”), under which True Technology hosts the Company’s servers and provides a connection between the customer’s servers and the internet using True Technology’s public network connections. The fee for these services was $12,894 per month through April 2013 when the fee was reduced to $3,868 per month and is recorded as trading platform rent expense as a component of general and administrative expenses. Included in general and administrative expenses in the accompanying consolidated statements of comprehensive income (loss) for the years ended March 31, 2016 and 2015, are rental fees which were paid to True Technology of $46,412 and $46,430 respectively.
Included in employee compensation and benefits in the accompanying consolidated statements of comprehensive income (loss) for the years ending March 31, 2016 and 2015, are salaries and director compensation of $30,941 and $46,430 respectively, which were paid to two of the Company’s directors and shareholders.
| F-16 |
| eBullion, Inc. |
| Notes to Consolidated Financial Statements |
| For the Years Ended March 31, 2016 and 2015 |
| (Expressed in US Dollars) |
| 12. | Subsequent Event |
In April 2016, Man Loong received a license from the CGSE to trade gold contracts in the new Qian Hai trade zone in Shenzhen, China. Concurrent with receiving the license, Man Loong registered a new subsidiary, Shenzhen Qian Hai Man Loong Bullion Company Ltd. (“Shenzhen Qian Hai”) organized as a Wholly Foreign Owned Enterprise under PRC law. The new license will allow Man Loong to provide its trading platform and trading services to its existing and new customers who are citizens of the PRC to trade gold contracts through Shenzhen Qian Hai. Man Loong is in the process of defining its business and marketing strategies and processes for trades placed through Shenzhen Qian Hai. Man Loong intends to charge a fee to facilitate such trades placed in Qian Hai, and such operations are expected to begin in approximately the fourth quarter of 2016.
| 13. | Commitments |
The Company leases office space under non-cancellable operating lease agreements that expire on various dates through 2019.
In December 2012, the Company entered into a lease agreement on approximately 10,000 square feet of office space which replaced its previous office facilities. The Company occupied the space in January 2013. Under terms of the lease, the Company paid approximately $192,000 in lease deposits and was committed to lease and management fee payments of approximately $46,647 per month for 29 months.
In September 2015, the Company entered into a new lease agreement on approximately 5,500 square feet of office space which will replace its previous office facilities. The Company will occupy the space in December 2015. Under terms of the lease, the Company paid approximately $147,397 in lease deposits and is committed to lease and management fee payments of approximately $27,209 per month for 35 months.
In May 27, 2011, the Company entered into an agreement with True Technology, a company under common control under which True Technology hosts the Company’s servers and provides a connection between the customer’s servers and the internet using True Technology’s public network connections. The fees paid to True Technology are approximately $12,894 per month for 12 months after which the fees were reduced to $3,868 per month for 24 months. In April 2015, the trading platform lease with True Technology was renewed for 2 years with monthly payment of approximately $3,868 until March 31, 2017.
Future annual minimum lease payments, including maintenance and management fees, for non-cancellable operating leases and trading platform fees, are as follows:
| Years ending March 31, | |||||
| 2017 | $ | 372,636 | |||
| 2018 | 326,224 | ||||
| 2019 | 176,705 | ||||
| $ | 875,565 | ||||
| F-17 |
| Item 9. | Changes In and Discussions with Accountants on Accounting and Financial Disclosures |
None.
| Item 9A. | Controls and Procedures |
Disclosure Controls and Procedures
The Company has adopted and maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports filed under the Exchange Act, such as this Form 10-K, is collected, recorded, processed, summarized and reported within the time periods specified in the rules of the SEC. The Company’s disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure. As required under Exchange Act Rule 13a-15, the Company’s management, including the Chief Executive Officer and the Company’s Chief Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that due to a lack of segregation of duties that the Company’s disclosure controls and procedures are ineffective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Subject to receipt of additional financing or revenue generated from operations, the Company intends to retain additional individuals to remedy the ineffective controls.
Management’s Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15. The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements. Management conducted an assessment of the Company’s internal control over financial reporting based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (“COSO”). The COSO framework requires rigid adherence to control principles that require sufficient and adequately trained personnel to operate the control system. The Company has insufficient accounting personnel for it to be able to segregate duties as required by COSO or to maintain all reference material required to ensure Company personnel are properly advised or trained to operate the control system. Based on the assessment, management concluded that, as of March 31, 2016, the Company’s internal control over financial reporting is ineffective based on those criteria.
The Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures and its internal control processes will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of error or fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that the breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
Changes in Internal Control
There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during our year ended March 31, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.
| Item 9B. | Other Information |
None.
| 28 |
| Item 10. | Directors, Executive Officers and Corporate Governance |
The following table sets forth the name, age and position held by each of our executive officers and directors.
| Name | Age | Office(s) Held | ||
| Kee Yuen Choi | 62 | President, Chief Executive Officer and Director | ||
| Chui Chui Li | 33 | Chief Financial Officer, Treasurer, Secretary and Director | ||
| Hak Yim Wong | 66 | Director | ||
| Joseph Havlin | 61 | Director |
Kee Yuen Choi, President, Chief Executive Officer and Director
Mr. Choi has served as the Company’s President, Chief Executive Officer and Director since April 3, 2013 and has served in the same positions at Man Loong since 2007. Mr. Choi was also one of the founders of the predecessor of Man Loong 35 years ago with over 35 years of experience in Gold and Silver trading business. Mr. Choi is well-recognized in The Chinese Gold and Silver Trading Exchange Society in Hong Kong. Mr. Choi specialized in Gold and Silver trading clearing services and foreign exchange clearing services. Mr. Choi is also the owner of True Technology. With over 35 years of experience, Mr. Choi helps the company to monitor potential market risk and to lead the company’s future business development and growth.
Mr. Choi has been associated with the Company’s operating subsidiary since inception and brings to the Board extensive knowledge of the Gold and Silver trading business. He has a vast knowledge of the industry and brings to the Board significant executive leadership and operational experience.
Chui Chui Li, Chief Financial Officer, Treasurer, Secretary and Director
Ms. Li has served as the Company’s Chief Financial Officer, Treasurer, Secretary and Director since April 3, 2013.Ms. Li is an accountant and has also served as the Accounting Manager for Man Loong since June 2007. As Accounting Manager, Ms. Li has been responsible for preparation of financial reports, maintaining accounting records and supervising the accounting staff.
Ms. Li’s accounting knowledge adds significant financial experience to the Company’s board. Her knowledge of the specific financial position of the Company’s operating subsidiary aids the board in its financial decision making.
Hak Yim Wong, Director
Mr. Wong has been a director of the Company since April 3, 2013. Mr. Wong was one of the founders of Man Loong 35 years ago with over 36 years of experience in Gold and Silver trading business. For the past six years, Mr. Wong has been semi-retired and worked for Man Loong on a part time basis as a liaison with the CGSE. Mr. Wong was one of the first group of professionals to receive the membership of The Chinese Gold and Silver Trading Exchange Society in Hong Kong. Mr. Wong experienced the up and down of Gold and Silver trading market in the past 36 years and brought his professional experience to help Man Loong survive in the business for 36 years. Mr. Wong is also the owner of True Technology, the entity from which the Company licenses its trading platform.
Mr. Wong has been associated with the Company’s operating subsidiary since inception and brings to the Board extensive knowledge of the Gold and Silver trading business. He has a vast knowledge of the industry and brings to the Board significant executive leadership and operational experience.
Joseph Havlin, Director
Mr. Havlin has been a director of the Company since April 3, 2013 and has served the Company as a financial advisor since December 2012. Mr. Havlin is a certified public accountant with over 30 years’ experience serving companies in the mining, manufacturing, retail, high-technology, entertainment, hospitality, newspapers and distribution industries. Mr. Havlin has been a director of Azarga Uranium Corp. a uranium exploration company listed on the TSX since October 2014 and was previously a director of Azarga Resources from 2012. Previously, Mr. Havlin was Director and CFO of Alpha Prime Investment Limited, a coal exploration, development and mining company from 2008 to 2010. From March 2004 until December 2005 and then from January 2008 until October 2008 he was a partner at Baker Tilly Hong Kong, a company that provided US GAAP and SEC reporting advice to companies in Hong Kong and China. Prior thereto, Mr. Havlin held various positions with several national accounting firms and served as Chief Financial Officer for several companies located in China and the United States.
| 29 |
Mr. Havlin brings a strong start-up and finance background to the Company, and adds significant strategic, business and financial experience. His experience as a certified public accountant and his knowledge of US GAAP and SEC rules provide him with a broad understanding of issues faced by public companies and of the financial markets and the financing opportunities available to us.
Term of Office
Our directors hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
| Item 11. | Executive Compensation |
The following table sets forth all compensation awarded, earned or paid for services rendered to Man Loong’s principal executive officer and principal financial officer during each of the fiscal years ended March 31, 2016 and 2015. No executive officer of Man Loong was awarded or earned compensation in excess of $100,000.
Summary Compensation Table
| Name and Principal Position | Year | Salary
($) | Bonus
($) | Option
Awards ($) | Non-Equity
Incentive Plan Compensation ($) | Nonqualified
Deferred Compensation Earnings ($) | All
Other Compensation ($) | Total
($) | ||||||||||||||||||||||
| Kee Yuen Choi President, | 2016 | 15,471 | - | - | - | - | - | 15,471 | ||||||||||||||||||||||
| Chief Executive Officer | 2015 | 30,954 | - | - | - | - | - | 30,954 | ||||||||||||||||||||||
| Chui Chui Li | ||||||||||||||||||||||||||||||
| Chief Financial Officer, | 2016 | 56,771 | 1,733 | - | - | - | - | 58,504 | ||||||||||||||||||||||
| Treasurer, Secretary | 2015 | 55,330 | 1,435 | - | - | - | - | 56,765 | ||||||||||||||||||||||
On April 1, 2013, we acquired Man Loong in a transaction that was structured as a share exchange and in connection with that transaction Mr. Choi became our Chairman, President and Chief Executive Officer and Ms. Li became our Chief Financial Officer and Secretary. Prior to the effective date of the exchange transaction Mr. Choi and Ms. Li served in the same capacity at Man Loong. The compensation in this table includes the amount Mr. Choi and Ms. Li received from Man Loong. All of the compensation received by Mr. Choi was for services performed in his role as Chief Executive Officer and President of Man Loong. We have not paid any of our executive officers any compensation in addition to the compensation they receive from Man Loong.
Employment Agreements
Man Loong enters into a standard agreement with each of its employees. The agreement specifies the employees’ position, working hours and salary. The agreement also requires 14 days’ notice for termination after the initial month of employment or payment by the terminating party of an equivalent amount of wages in lieu of notice. The agreement also contains confidentiality provisions and non-compete and non-solicitation provision for six months after termination.
On June 1, 2007, Man Loong entered into an employment agreement with Mr. Choi to serve as its Chief Executive Officer for an annual salary of HK$120,000. In January 2014, Mr. Choi entered into a new employment agreement with Man Loong to continue to serve as its Chief Executive Officer for an annual salary of HK$240,000 (US$30,940). In April 2015, Mr. Choi entered into a new employment agreement with Man Loong reducing his annual salary to HKD$120,000 (US$15,471). Mr. Choi is entitled to an extra month’s salary after completion of one year. The agreement also requires 14 days’ notice for termination after the initial month of employment or payment by the terminating party of an equivalent amount of wages in lieu of notice. The agreement also contains confidentiality provisions and non-compete and non-solicitation provision for six months after termination.
| 30 |
On June 1, 2007, Man Loong entered into an employment agreement with Ms. Li to serve as its Chief Financial Officer, Treasurer and Secretary for an annual salary of HK$338,000 (US$43,557). Ms. Li is entitled to an extra month’s salary after completion of one year. The agreement also requires 14 days’ notice for termination after the initial month of employment or payment by the terminating party of an equivalent amount of wages in lieu of notice. The agreement also contains confidentiality provisions and non-compete and non-solicitation provision for six months after termination.
Outstanding Equity Awards at Fiscal Year End
For the years ended March 31, 2016 and 2015, no director or executive officer has received compensation from us pursuant to any compensatory or benefit plan.
Director Compensation
The following table sets forth information for the fiscal year ended March 31, 2015 and 2014 regarding the compensation of Man Loong’s directors.
| Fees
Earned Paid in | Option | Other | ||||||||||||||
| Name | Cash | Awards | Compensation | Total | ||||||||||||
| Hak Yim Wong | ||||||||||||||||
| 2015 | $ | 15,471 | $ | - | $ | - | $ | 15,471 | ||||||||
| 2014 | 15,477 | - | - | 15,477 | ||||||||||||
Other than as set forth above no member of our Board of Directors received any compensation for his services as a director. However, during the years ended March 31, 2016 and 2015, Mr. Havlin has received $9,330 and $11,009 respectively for financial consulting services and for advising us on the preparation of US GAAP financial statements, the preparation of SEC related filings and assisting with completing the audits of our financial statements and those of Man Loong pursuant to the terms of a financial advisory agreement that Man Loong entered into with Mr. Havlin in December 2012 that provides for the payment of an hourly fee for the performance of such services. Mr. Wong receives an annual payment from Man Loong for services as a director of Man Loong of HK120,000 (US$15,471 and $15,477 for 2016 and 2015, respectively) per year, which is payable quarterly.
Corporate Governance
Leadership Structure
Our Chief Executive Officer also serves as our Chairman of the Board. Our Board of Directors does not have a lead independent director. Our Board of Directors has determined its leadership structure was appropriate and effective for us given our stage of development.
Board Committees
We presently do not have an audit committee, compensation committee or nominating committee or committee performing similar functions, as our management believes that until this point it has been premature at the early stage of our management and business development to form an audit, compensation or nominating committee.
Director Independence
Although our common stock is not listed on any national securities exchange, for purposes of independence we use the definition of independence applied by The NASDAQ Stock Market. The Board has determined that Mr. Wong is “independent” in accordance with such definition.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers, directors and persons who beneficially own more than 10 percent of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock. Such officers, directors and persons are required by SEC regulation to furnish us with copies of all Section 16(a) forms that they file with the SEC.
Based solely on a review of the copies of such forms that were received by us, or written representations from certain reporting persons that no Form 5s were required for those persons, other than the failure to timely file a Form 4 by Chan Lai Keung for three transactions involving the sale and gifting of securities, we are not aware of any failures to file reports or report transactions in a timely manner during the year ended March 31, 2016.
| 31 |
Code of Ethics
We have long maintained a Code of Conduct which is applicable to all of our directors, officers and employees. We undertake to provide a printed copy of these codes free of charge to any person who requests. Any such request should be sent to our principal executive offices attention: Corporate Secretary.
Outstanding Equity Awards at Fiscal Year End
The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of March 31, 2016.
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (1) | ||||||||||||||||||||||||||||||||||||
| OPTION AWARDS | STOCK AWARDS | |||||||||||||||||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) | |||||||||||||||||||||||||||
| Kee Yuen Choi | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
| Chui Chui Li | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of June 29, 2016, information with respect to the securities holdings of: (i) our officers and directors; and (ii) all persons which, pursuant to filings with the SEC and our stock transfer records, we have reason to believe may be deemed the beneficial owner of more than five percent (5%) of our common stock. The securities "beneficially owned" by an individual are determined in accordance with the definition of "beneficial ownership" set forth in the regulations promulgated under the Exchange Act and, accordingly, may include securities owned by or for, among others, the spouse and/or minor children of an individual and any other relative who resides in the same home as such individual, as well as other securities as to which the individual has or shares voting or investment power or which each person has the right to acquire within 60 days through the exercise of options or otherwise. Beneficial ownership may be disclaimed as to certain of the securities. This table has been prepared based on the number of shares outstanding totaling 512,600,000, adjusted individually as shown below.
| Name and Address of Beneficial Owner (2) | Amount and Nature of Beneficial Ownership | Percentage of Class Beneficially Owned (1) | ||||||
| Kee Yuen Choi(3) | 253,840,000 | 49.5 | % | |||||
| Hak Yim Wong | 18,781,200 | 3.7 | % | |||||
| Chui Chui Li(4) | 200,000 | * | ||||||
| Joseph Havlin | 100,000 | * | ||||||
| All directors and executive officers as a group (5 persons) | 272,921,200 | 53.2 | % | |||||
| Name and Address of Beneficial Owner (2) | Amount and Nature of Beneficial Ownership | Percentage of Class Beneficially Owned (1) | ||||||
| Man Hap Dennis Yim | 59,389,200 | 11.6 | % | |||||
| Yuen Fay Tse | 25,158,530 | 4.9 | % | |||||
| Lai Keung Chan | 140,097,600 | 27.3 | % | |||||
| All other shareholders with over 5% ownership as a group (2 persons) | 224,645,330 | 43.8 | % | |||||
* Less than 1%
| (1) | Percentage of class beneficially owned is calculated by dividing the amount and nature of beneficial ownership by the total shares of common stock outstanding plus the shares subject to warrants and options that are currently exercisable or exercisable within 60 days of March 31, 2016. |
| (2) | Unless otherwise set forth herein, the address of each beneficial owner is 80 Broad Street, 5th Floor, New York, New York 10004 |
| (3) | Includes 40,000 shares of common stock owned by Mr . Choi’s wife, Sin Yin Cheung. |
| (4) | Includes 100,000 shares of common stock owned by Ms. Li’s husband Ka Ming Lau. |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence |
| ● | Man Loong’s electronic precious metals trading platform was developed for its use by True Technology Company Limited, an IT services provider owned by Mr. Choi, our Chief Executive Officer and a 49.5% stockholder and Mr. Wong, a director and a 3.7% stockholder. Man Loong pays True Technology, a monthly flat fee for the license of the trading platform which has been customized to our specifications and hosting services. On May 27, 2011, Man Loong entered into an agreement with True Technology Company Limited for the license of the trading platform it uses and the provision of hosting services by True Technology Company Limited for an aggregate monthly fee of $12,894. On April 1, 2013, Man Loong entered into a new agreement with True Technology Company Limited for the license of the technology as well as the provision of hosting services until March 31, 2015 for a monthly fee of approximately $3,868. In April, 2015, the trading platform lease with True Technology was renewed for 2 years with monthly payments of approximately $3,868 until March 31, 2017. The hosting services include physical space to house a computer system owned by True Technology Company Limited and a connection of Man Loong’s server to the internet using True Technology Company Limited’s public network connections. The agreement is subject to termination by True Technology Company Limited at any time upon provision of written notice. For the years ended March 31, 2016 and 2015, Man Loong paid True Technology $46,412 and $46,430, respectively for the use of the platform and hosting services |
| ● | Included in Man Loong’s financial statements line item “employee compensation and benefits” for the years ended March 31, 2016 and 2015 are salaries paid to Mr. Choi of $15,471 and $30,954, respectively and directors’ compensation paid to Mr. Wong of $15,471 and $15,477, respectively. In January 2014, Mr. Choi entered into a new employment contract pursuant to which his annual salary was increased to HK$240,000 (US$30,940) and to provide an annual bonus of HK$20,000 (US$2,578). In April 2015, Mr. Choi entered into a new employment agreement with Man Loong reducing his annual salary to HKD$120,000 (US$15,471). |
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| ● | In December 2012, Man Loong entered into a consulting agreement with Mr. Havlin for the provision by Mr. Havlin of financial advisory services for an hourly fee of $120 per hour to be increased to $150 per hour on mutual agreement. The agreement can be terminated by Man Loong with 7 days’ notice prior to the end of any month and the agreement can be terminated by Mr. Havlin upon 30 days’ notice. During the years ended March 31, 2016 and 2015, Man Loong paid Mr. Havlin $9,330 and $11,009, respectively for financial consulting services advising us on the preparation of US GAAP financial statements, the preparation of SEC related filings and assisting with completing the audits of our financial statements and those of Man Loong. |
| Item 14. | Principal Accountant Fees and Services |
Anton & Chia, LLP serves as our independent registered public accounting firm.
Independent Registered Public Accounting Firm Fees and Services
The following table sets forth the aggregate fees including expenses billed to us for the years ended March 31, 2015 and 2014 by our auditors.
March 31, 2016 | March 31, 2015 | |||||||
| Audit fees and expenses (1) | $ | 37,800 | $ | 36,635 | ||||
| Taxation preparation fees (2) | - | - | ||||||
| Audit related fees (3) | - | - | ||||||
| Other fees (4) | - | - | ||||||
| $ | 37,800 | $ | 36,635 | |||||
| (1) | Audit fees and expenses were for professional services rendered for the audit and reviews of the consolidated financial statements of the Company, professional services rendered for issuance of consents and assistance with review of documents filed with the SEC. The 2015 balance includes a provision for the 2015 audit as well as the expense incurred for the 2014 audit. |
| (2) | Taxation preparation fees were fees for professional services rendered to file our federal and state tax returns |
| (3) | We incurred fees to our independent auditors of $-0- for audit related fees during the fiscal years ended March 31, 2016 and 2015. |
| (4) | We incurred fees to our independent auditors of $-0- for other fees during the fiscal years ended March 31, 2016 and 2015. |
Audit Committee’s Pre-Approval Practice.
Prior to our engagement of our independent auditor, such engagement was approved by our board of directors. The services provided under this engagement may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Pursuant our requirements, the independent auditors and management are required to report to our board of directors at least quarterly regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. Our board of directors may also pre-approve particular services on a case-by-case basis. All audit-related fees, tax fees and other fees incurred by us for the year ended March 31, 2016, were approved by our board of directors.
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| Item 15. | Exhibits and Financial Statement Schedules and Reports on Form 8-K |
| (a)(1) | The following financial statements are included in this Annual Report on Form 10-K for the fiscal year ended March 31, 2016. |
| 1. | Independent Auditor’s Report | |
| 2. | Consolidated Balance Sheets as of March 31, 2016 and 2015 | |
| 3. | Consolidated Statements of Comprehensive Income (Loss) for the years ended March 31, 2016 and 2015 | |
| 4. | Consolidated Statements of Shareholders’ Equity for the years ended March 31, 2016 and 2015 | |
| 5. | Consolidated Statements of Cash Flows for the years ended March 31, 2016 and 2015 | |
| 6. | Notes to Consolidated Financial Statements |
| (a)(2) | All financial statement schedules have been omitted as the required information is either inapplicable or included in the Consolidated Financial Statements or related notes. |
| (a)(3) | The following exhibits are either filed as part of this report or are incorporated herein by reference: |
| 3.1 | Certificate of Incorporation dated January 28, 2013 (Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 (File No. 333-188003) filed with the Securities and Exchange Commission on April 19, 2013) |
| 3.2 | By-Laws(Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 (File No. 333-188003) filed with the Securities and Exchange Commission on April 19, 2013) |
| 10.1 | Contribution Agreement dated April 3, 2013 (Incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-188003) filed with the Securities and Exchange Commission on April 19, 2013) |
| 10.2 | Lease Agreement (Incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-188003) filed with the Securities and Exchange Commission on April 19, 2013) |
| 10.3 | Software Development License and Maintenance Agreement dated April 1, 2013 between True Technology Company and Man Loong Bullion Company Limited (Incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (File No. 333-188003) filed with the Securities and Exchange Commission on April 19, 2013) |
| 10.4 | Standard Form of Customer Agency Agreement (Incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (File No. 333-188003) filed with the Securities and Exchange Commission on April 19, 2013) |
| 10.5 | Agency Agreement dated January 1, 2010, between Man Loong Bullion Company Limited and Mr. Wong Hak Yim (Incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (File No. 333-188003) filed with the Securities and Exchange Commission on April 19, 2013) |
| 10.6 | Schedule to Form of Agency Agreement (Incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (File No. 333-188003) filed with the Securities and Exchange Commission on November 1, 2013) |
| 10.7 | Form of Employment Agreement (Incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (File No. 333-188003) filed with the Securities and Exchange Commission on October 2, 2013) |
| 10.8 | Employment Agreement between Man Loong and Mr. Choi (Incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (File No. 333-188003) filed with the Securities and Exchange Commission on October 2, 2013) |
| 10.9 | Employment Agreement between Man Loong and Ms. Li (Incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 (File No. 333-188003) filed with the Securities and Exchange Commission on October 2, 2013) |
| 10.10 | Agreement between Man Loong and Joseph Havlin (Incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (File No. 333-188003) filed with the Securities and Exchange Commission on August 28, 2013) |
| 10.11 | Trading Account Form (Incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1 (File No. 333-188003) filed with the Securities and Exchange Commission on December 23, 2013) |
| 10.12 | Loan Agreement between Man Loong Bullion Company and eBullion Trade Company Limited (Incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (File No. 333-188003) filed with the Securities and Exchange Commission on December 23, 2013) |
10.13
|
Employment Agreement between Man Loong and Mr. Choi dated January 31, 2014(Incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1 (File No. 333-188003) filed with the Securities and Exchange Commission on June 6, 2014)* |
| 10.14 | Loan Agreement effective April 3, 2015 between Man Loong and Global Long Limited. Incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K (File No. 000-55231) filed with the Securities and Exchange Commission on June 26, 2015. |
| 10.15 | Servers and Network Lease entered into April 1, 2015 between True Technology Company Limited and Man Loong. Incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K (File No. 000-55231) filed with the Securities and Exchange Commission on June 26, 2015. |
10.16 |
Employment Agreement between Man Loong and Mr. Choi dated April 1, 2015.(1)* |
| 10.17 | License to trade gold contracts in the Qian Hai free trade zone and registration of Shenzhen Qian Hai Man Loong Bullion Company, Ltd. a wholly owned subsidiary of Man Loong dated April 9 2015. (1) |
| 14 | Code of Ethics. Incorporated by reference to Exhibit 14 to the Company’s Annual Report on Form 10-K (File No. 000-55231) filed with the Securities and Exchange Commission on June 26, 2015. |
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| 31.1 | Certification of Kee Yuen Choi, Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a) (1) |
| 31.2 | Certification of Chui Chui Li, Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) (1) |
| 32.1 | Certification of Kee Yuen Choi, Chief Executive Officer pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002(1) |
| 32.2 | Certification Chui Chui Li, Chief Financial Officer pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002(1) |
| 101. | INS XBRL Instance Document(1) |
| 101. | SCH XBRL Taxonomy Extension Schema Document(1) |
| 101. | CAL XBRL Taxonomy Extension Calculation Linkbase Document(1) |
| 101. | DEF XBRL Taxonomy Extension Definition Linkbase Document(1) |
| 101. | LAB XBRL Taxonomy Extension Label Linkbase Document(1) |
| 101. | PRE XBRL Taxonomy Extension Presentation Linkbase Document(1) |
| (1) | Filed herewith |
| * | Management contract or compensatory plan or arrangement required to be identified pursuant to Item 15(a) (3) of this report. |
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned.
| EBULLION, INC. |
| Signature | Title | Date | ||
| /s/ Kee Yuen Choi | Chief Executive Officer | June 29, 2016 | ||
| Kee Yuen Choi | (Principal Executive Officer) | |||
| /s/ Chui Chui Li | Chief Financial Officer | June 29, 2016 | ||
| Chui Chui Li |
Pursuant to the requirements of the Securities Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Date: June 29, 2016 | By: | /s/ Kee Yuen Choi |
| Chief Executive Officer and Director | ||
| Date: June 29, 2016 | By: | /s/ Chui Chui Li |
| Chief Financial Officer and Director | ||
| Date: June 29, 2016 | By: | /s/ Hak Yim Wong |
| Hak Yim Wong | ||
| Director | ||
| Date: June 29, 2016 | By: | /s/ Joseph Havlin |
| Joseph Havlin | ||
| Director |
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