10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

x    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal period ended March 31, 2017

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.)

Room 1805-06, Tower 6

33 Canton Road, Tsim Sha Tsui

Hong Kong

 (Address of principal executive offices) (Zip Code)

+852 3187-4300 (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:

None

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

Common Stock, $.0001 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 x 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  ¨  No x 

Indicate by check mark whether the 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 x   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 x   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	x
(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  x 

The aggregate market value of the registrant’s common stock presently held by non-affiliates as of September 30, 2016, the last business day of the Registrant’s recently completed second quarter was approximately $8,388,758, 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 $0.035 per share.

As of June 27, 2017, the issuer had 512,600,000 shares of common stock outstanding.

Documents incorporated by reference: None

FORM 10-K

TABLE OF CONTENTS

		Page
	PART I.
Item 1.	Business	3
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	10
Item 2.	Properties	10
Item 3.	Legal Proceedings	10
Item 4.	Mine Safety Disclosures	10
	PART II.
Item 5.	Market for Registrant’s Common Equity Related Stockholder Matters and Issuer Purchases of Equity Securities	11
Item 6.	Selected Financial Data	12
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 8.	Financial Statements and Supplementary Data	17
Item 9.	Changes in and Discussions with Accountants on Accounting and Financial Disclosure	18
Item 9A.	Controls and Procedures	18
Item 9B.	Other Information	18
	PART III.
Item 10.	Directors, Executive Officers and Corporate Governance	19
Item 11.	Executive Compensation	20
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	22
Item 13.	Certain Relationships and Related Transactions, and Director Independence	23
Item 14.	Principal Accountant Fees and Services	23
	PART IV.
Item 15.	Exhibits and Financial Statement Schedules	24
	Signatures	26

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PART I

Forward-Looking Statements

This Annual Report on Form 10-K of eBullion, Inc., a Delaware corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: (i) the demand, market, and customer acceptance of the Company’s services and products, (ii) the volatility of minerals prices, (iii) the Company’s ability to obtain financing to expand our operations, (iv) the Company’s ability to attract qualified sales representatives, (v) competition, pricing and development difficulties, (vi) the exercise of the approximately 53.2% control the Company’s officers and directors collectively hold of the Company’s voting securities, (vii) other factors over which we have little or no control; and (viii) other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

Our management has included projections and estimates in this Form 10-K, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

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.

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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, 2017 and 2016, Man Loong’s revenue was approximately $2.0 million and $1.8 million, respectively, and its net loss was approximately $0.06 million and $0.51 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.

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 a 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.

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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, 2017 and 2016.

As of March 31, 2017 and 2016, Man Loong had $1 million and $1.1 million, respectively, in cash and $2.9 million and $2.7 million, respectively, in total assets.

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 endeavor to 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 allowed 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.

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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.

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.

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● 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.

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, 2017 and 2016, 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, 2017 and 2016, Man Loong paid True Technology $46,401 and $46,411, 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 March 31, 2017 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

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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 HongKong) 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.

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 had completed and tested the trading systems located in Shenzhen Qian Hai in January, 2017.  Now, Man Loong’s customers from China can choose to execute their trades through trading systems in Shenzhen Qian Hai or Hong Kong head office.

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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.

Our principal executive offices are located at Man Loong’s principal offices, 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 +852-3187-4300. 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.

Research and Development Expenditures

For the years ended March 31, 2017 and March 31, 2016, our research expenditures were $0 and $0, respectively.

Bankruptcy or Similar Proceedings

We have never been subject to bankruptcy, receivership or any similar proceeding.

9

Item 1A. Risk Factors

As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

Item 1B. Unresolved Staff Comments

None.

Item 2.  Properties

We currently do not own any physical or real property. 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.  

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.

10

PART II

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 has traded on the OTC Pink tier of the OTC Markets Group Inc. 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 closing bid prices for our common stock for the periods indicated, as reported by the OTC Markets Group, Inc. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.  

	High		Low
Fiscal Year 2017
First Quarter	$	0.02		0.02
Second Quarter	$	0.04		0.04
Third Quarter	$	0.11		0.11
Fourth Quarter	$	0.02		0.02
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

The last reported sale price of our common stock on the OTC Bulletin Board on June 2, 2017 was $0.0277 per share. As of March 31, 2017, there were approximately 50 holders of record of our common stock.

Transfer Agent

Our transfer agent is Nevada Agency Transfer of Reno, Nevada. Their address is 50 West Liberty St., Suite 880, Henderson, Nevada 89014, and their telephone number is (775) 322-0626.

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, 2017 and 2016 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, 2017.

11

Item 6. Selected Financial Data

As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item. 

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.

12

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. 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 supporting services to its existing and new customers who are citizens of the PRC to trade gold contracts through Shenzhen Qian Hai. The Shenzhen Qian Hai office is located in CGSE office center in Shenzhen, China. The CGSE office center in Shenzhen provides office space and accounting book keeping services to Shenzhen Qian Hai Man Loong Bullion Company Ltd.

As of Mar 31, 2017, Shenzhen Qian Hai is still at development stage, its role is acting as a representative office of Man Loong to provide customer support services to customers within China.

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.

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, the number of customers its agents have, 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 may 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 and in times of low gold and silver price volatility Man Loong’s agents’ customers decrease the number of trades. Volatility in the price of gold increased during the year ended March 31, 2017 compared to the prior year, trading in a range of approximately $1,050 to $1,300 per ounce compared to a relatively steady trading range of $1,060 to $1,350 per ounce for the year ended March 31, 2017 and . Volatility in the price of silver also increased during the year ended March 31, 2017 compared to the prior year, trading in a range of approximately $15 to $20 per ounce compared to a relatively steady trading range of $15 to $17 per ounce year ended March 31, 2017. For the year ended March 31, 2017, Revenues increased by $143,635, or 8% as compared to year ended March 31, 2016. We believe that revenues increased primarily because of the increase in volatility in gold and silver prices. A decrease in the volatility in gold prices in the future or further decreases in the number of agents and their customers could result in declines in trade revenue compared to past results.

Our principal offices are located at  Man Loong’s principal executive offices, located at 18/F, Tower 6, China Hong Kong City, 33 Canton Road, Tsim Sha Tsui, Hong Kong. The telephone number at Man Loong’s principal executive office is +852-3187-4300. All of Man Loong’s transactions and the technologies, including the servers that carry out these transactions, are all processed and located in Hong Kong.

13

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 People’s Republic of China.

Results of Operations for the Years Ended March 31, 2017and March 31, 2016

Man Loong’s revenue was $1,952,966 and $1,809,331 for the years ended March 31, 2017 and 2016, respectively, an increase of $143,635 or 8%. All of our revenue was derived from commissions on trades placed through our trading platform and telephone transaction system. During the year ended March 31, 2017, the number of agents remained constant, however the number of agent customers decreased by 2, and those 2 customers historically accounted for more than 10% of commission revenue. The number of agent customers remained unchanged during the year ended March 31, 2017. We believe that revenues increased as compared to the prior year primarily because of the increase in volatility in gold and silver prices. A lack of volatility in gold and silver prices in the future or further decreases in the number of agents and their customers could result in declines in commission revenues as it has in the past.

Total expenses were $2,031,762 for the year ended March 31, 2017 as compared to $2,459,507 for the year ended March 31, 2016, a decrease of $427,745 or 17%.   Approximately 62% of our total expenses for the year ended March 31, 2017 were attributed to general and administrative expenses compared to 64% for the year ended March 31, 2016.   Historically, marketing, which includes payment made to agents for their provision of sales, marketing and customer support services has been one of our largest general and administrative expenses.  Marketing expense was $281,639 or 14% of Man Loong’s total expenses for the year ended March 31, 2017 and $334,848 or 14% of Man Loong’s total expenses for the year ended March 31, 2016. The decrease in marketing expenses in the year ended March 31, 2017 as compared to the prior year was the result of Man Loong decreasing headcount.  Man Loong’s other large expenses were (i) its trading platform hosting and rent which was $92,139 or 5% of its total expenses for the year ended March 31, 2017 and $162,882 or 7% of its total expenses for the year ended March 31, 2016, (ii) its legal and professional expense which was $169,843 or 8% of its total expenses for the year ended March 31, 2017 and $214,780 or 9% of its total expenses for the year ended March 31, 2016 and (iii) its occupancy costs for the rent and management fee paid for its offices which was $ 469,391 or 23% of Man Loong’s total expenses for the year ended March 31, 2017 and $567,050 or 23% of its total expenses for the year ended March 31, 2016. For the year ended March 31, 2017 and 2016, employee compensation and benefits was $694,806 and $669,230 or 34% and 27% of Man Loong’s total expenses for the year ended March 31, 2017 and 2016, respectively.

Man Loong’s other income was $49,379 for the year ended March 31, 2017 compared to $53,623 for the year ended March 31, 2016, a decrease of $4,244 or 8%. The decrease in other income for the year ended March 31, 2017 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.

Net loss was $55,105 for the year ended March 31, 2017, compared to a loss of $509,750 for the year ended March 31, 2016, an increase of $454,645 or 89%.  The decrease in net loss was primarily the result of Man Loong’s increase in revenue while its ,marketing, platform rent, legal and professional, and occupancy expenses decreased, offset in part by an increase in employee compensation and benefits expenses, as a percentage of revenue for the year ended March 31, 2017 as compared to the year ended March 31, 2016.

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.

14

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 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. 

To date, eBullion has funded its operations from cash flows generated from operations. As of March 31, 2017 eBullion had cash totaling $1,061,609, total assets of $2,905,799, total liabilities of $582,097 and working capital of $1,067,964. Net cash generated from operations for the year ended March 31, 2017 was $49,590 as compared to net cash used by operations of $426,396 for the year ended March 31, 2016. The decrease in net cash used in operating activities for the year ended March 31, 2017 included a net loss before income taxes of $29,417, an increase in commissions receivable of $446,722, an increase in deposits and prepaid expenses of $59,703, an decrease in accounts payable and accrued expenses of $22,539, an increase in customer deposits of $26,285, offset by a increase in deferred income taxes of $25,688 and a decrease in prepaid income taxes of $147,472.

Net cash used in investing activities was $46,142 and $1,007,805 for the years ended March 31, 2017 and 2016, respectively. The decrease in net cash used in investing activities for the year ended March 31, 2017 was primarily due to the Man Loong’s loan of $773,530 to Global Long. The total amount of $46,142 for equipment was purchased during the year

Net cash used in financing activities was $30,627 for the years ended March 31, 2017 as compared to cash provided by financing activities was $30,634 for the years ended March 31, 2016. The decrease in net cash provided by financing activities resulted primarily from repayment of bank overdraft of $30,645.

As of March 31, 2017 Man Loong’s customer deposits increased from $187,037 at March 31, 2016 to $212,886, an increase of $25,849 or 14%. 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 increased from $100,493 at March 31, 2016 to $546,310 at March 31, 2017, an increase of $445,817 or 444%. 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 180 days of trade execution. We have not historically incurred credit losses on commission receivable. As of March 31, 2017 and 2016, 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, 2017 and 2016 and none are expected to be paid for the foreseeable future.

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.

15

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 $3,866 per month for 24 months. In April 2017, the trading platform lease with True Technology was renewed for 2 years with monthly payment of approximately $3,866 until March 31, 2019.

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,
2018	$	500,328
2019		292,278
	$	792,606

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

Not applicable because we are a smaller reporting company.

16

Item 8.  Financial Statements and Supplemental Data

	Page
Report of HKCMCPA Company Limited	F-1
Report of Anton & Chia LLP	F-2
Consolidated Balance Sheets	F-3
Consolidated Statements of Comprehensive (Loss)	F-4
Consolidated Statements of Shareholders’ Equity	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7

17

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders

eBullion, Inc.

We have audited the accompanying consolidated balance sheets of eBullion, Inc. and its subsidiaries (“the Company”) as of March 31, 2017, and the related consolidated statements of operations and comprehensive loss, cash flows and changes in stockholders’ equity for the year ended March 31, 2017. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit 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. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit includes 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 financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March 31, 2017, and the results of its operations and cash flows for the year ended March 31, 2017 in conformity with accounting principles generally accepted in the United States of America.

/s/ HKCMCPA Company Limited

HKCMCPA Company Limited

Certified Public Accountants

July 5, 2017

Hong Kong, China

15th Floor, Aubin House, 171-172 Gloucester Road, Wan Chai, Hong Kong
Tel: (852) 2573 2296	Fax: (852) 3015 3860	http://www.hkcmcpa.us

 

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 the related consolidated statements of comprehensive 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 audit.

We conducted our audit 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 audit 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 audit provides 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 year 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.

Consolidated Balance Sheets

March 31, 2017 and 2016

(Expressed in US dollars)

	2017			2016
ASSETS
Current Assets
Cash and cash equivalents	$	1,061,609		$	1,109,465
Commissions receivable		546,310			100,493
Deposits and prepaid expenses		42,142			29,819
Prepaid income taxes		-			147,556
Total current assets		1,650,061			1,387,333
Noncurrent Assets
Deposits and prepaid expenses		188,010			141,084
Equipment, net		224,350			253,807
Loan receivable from Global Long		772,157			773,793
Deferred tax assets		71,221			101,960
Total noncurrent assets		1,255,738			1,270,644
Total assets	$	2,905,799		$	2,657,977
LIABILITIES AND STAOCKHOLDERS’ EQUITY
Current Liabilities
Bank overdraft	$	-			30,645
Accounts payable and accrued liabilities		56,161			33,684
Customer deposits		212,886			187,037
Amounts due to directors		313,050			-
Total current liabilities		582,097			251,366
Noncurrent Liabilities:
Deferred tax liabilities		466			5,517
Total noncurrent liabilities		466			5,517
Total liabilities		582,563			256,883
Commitments and Contingencies
Stockholders’ 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		818,849			873,954
Accumulated other comprehensive loss		(24,277	)		(1,524	)
Total stockholders’ equity		2,323,236			2,401,094
Total liabilities and stockholders’ equity	$	2,905,799		$	2,657,977

The accompanying notes are an integral part of these consolidated financial statements.

F-3

eBulllion, Inc.

Consolidated Statements of Comprehensive (Loss)

For the Years Ended March 31, 2017 and 2016

(Expressed in US dollars)

	2017			2016
REVENUES
Commission revenue	$	1,952,966		$	1,809,331
EXPENSES
General and administrative		1,261,357			1,584,544
Employee compensation and benefits		694,806			669,230
Loss on disposal of property and equipment		-			124,757
Depreciation and amortization		75,599			80,976
Total expenses		2,031,762			2,459,507
LOSS FROM OPERATIONS		(78,796	)		(650,176	)
OTHER INCOME
Rental income		-			9,025
Interest income, net		49,379			44,598
Total other income		49,379			53,623
LOSS BEFORE INCOME TAXES		(29,417	)		(596,553	)
INCOME TAX (EXPENSE) BENEFIT		(25,688	)		86,803
NET LOSS		(55,105	)		(509,750	)
OTHER COMPREHENSIVE LOSS
Foreign currency translation		(22,753	)		(304	)
COMPREHENSIVE LOSS	$	(77,858	)	$	(510,054	)
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 Stockholders’ Equity

For the Years Ended March 31, 2017 and 2016 

(Expressed in US dollars)

										Accumulated
	Common Stock				Additional					Other			Total
	Number of				Paid in		Retained			Comprehensive			Stockholders’
	Shares		Par Value		Capital		Earnings			Loss			Equity
BALANCE, March 31, 2015		512,600,000	$	51,260	$	1,477,404	$	1,383,704		$	(1,220	)	$	2,911,148
Net loss for the year		-		-		-		(509,750	)		-			(509,750	)
Foreign currency translation adjustment		-		-		-		-			(304	)		(304	)
BALANCE, March 31, 2016		512,600,000	$	51,260	$	1,477,404	$	873,954		$	(1,524	)	$	2,401,094
Net income for the year		-		-		-		(55,105	)		-			(55,105	)
Foreign currency translation adjustment		-		-		-		-			(22,753	)		(22,753	)
BALANCE, March 31, 2017		512,600,000	$	51,260	$	1,477,404	$	818,849		$	(24,277	)	$	2,323,236

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, 2017 and 2016

(Expressed in US dollars)

	2017			2016
OPERATING ACTIVITIES:
Net loss	$	(55,105	)	$	(509,750	)
Adjustments to reconcile net loss to net
cash generated from (used in) operating activities
Depreciation and amortization		75,599			80,976
Loss on disposal of equipment		-			124,757
Changes in operating assets and liabilities:
Commissions receivable		(446,722	)		17,803
Deposits and prepaid expenses		(59,703	)		104,992
Accounts payable and accrued liabilities		22,539			(1,709	)
Customer deposits		26,285			94,389
Amounts due to directors		313,537			-
Prepaid income taxes		147,472			(106,123	)
Income taxes payable		-			(145,838	)
Deferred tax assets		30,739			(101,926	)
Deferred tax liabilities		(5,051	)		16,033
Net cash generated from (used in) operating activities		49,590			(426,396	)
INVESTING ACTIVITIES:
Purchase of equipment		(46,142	)		(234,275	)
Loan receivable from Global Long		-			(773,530	)
Net cash used in investing activities		(46,142	)		(1,007,805	)
FINANCING ACTIVITIES:
Bank overdraft		(30,627	)		30,634
Net cash (used in) generated from financing activities		(30,627	)		30,634
NET DECREASE IN CASH		(27,179	)		(1,403,567	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH		(20,677	)		(391	)
Cash, beginning of year		1,109,465			2,513,423
Cash, end of year	$	1,061,609		$	1,109,465
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest	$	-		$	-
Cash (received from) paid for income taxes	$	(147,472	)	$	251,050

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, 2017 and 2016  

(Expressed in US Dollars)

1. Nature of Operations

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.

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. 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 supporting services to its existing and new customers who are citizens of the PRC to trade gold contracts through Shenzhen Qian Hai. The Shenzhen Qian Hai office is located in CGSE office center in Shenzhen, China. The CGSE office center in Shenzhen provides office space and accounting book keeping services to Shenzhen Qian Hai Man Loong Bullion Company Ltd. As of March 31, 2017, Shenzhen Qian Hai is still at development stage, its role is acting as a representative office of Man Loong to provide customer support services to customers within China.

Description of subsidiaries

Name	Place of incorporation and kind of legal entity	Principal activities and place of operation	Particulars paid-up capital	Effective interest held
Man Loong Bullion Company Limited (“Man Loong”)	Hong Kong, a limited liability company	Provision of sub-agency service in London gold dealing	HK$10,152,000	100%
Shenzhen Qianhai Man Loong Bullion Company Limited (“SQML”)	The PRC, a limited liability company	Provision of gold trading service in the PRC	RMB2,000,000	100%

eBullion and its subsidiaries are hereinafter referred to as (the “Company”).

2. Summary of Significant Accounting Policies

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 fiscal year end is March 31.

Principles of Consolidation

The consolidated financial statements as of March 31, 2017 and 2016, include the accounts of eBullion and its subsidiaries. All significant intercompany transactions have been eliminated.

F-7

eBullion, Inc. 

Notes to Consolidated Financial Statements 

For the Years Ended March 31, 2017 and 2016  

(Expressed in US Dollars)

2. Summary of Significant Accounting Policies - continued

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).

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, 2017 and 2016  

(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.

Cash and cash equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

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 180 days of trade execution. The Company has not historically incurred credit losses on these commissions receivable. As of March 31, 2017 and 2016, the Company had no reserve for credit losses nor had it incurred any bad debts for the years ended March 31, 2017 and 2016.

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).

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, 2017 and 2016. The total amount charged to advertising expense was $53,266 and $29,381 for the years ended March 31, 2017 and 2016, respectively.

F-9

eBullion, Inc. 

Notes to Consolidated Financial Statements 

For the Years Ended March 31, 2017 and 2016  

(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, 2017 and 2016, 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:

	2017		2016
Year end USD/HKD exchange rate		7.7704		7.7540
Average USD/HKD exchange rate:		7.7584		7.7567
Year end RMB/HKD exchange rate		1.1275		1.2021
Average RMB/HKD exchange rate:		1.1533		1.2247

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 these 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, 2017 and 2016 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, 2017 and 2016 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, 2017 and 2016.

Accumulated Other Comprehensive Income (Loss)

The Company’s accumulated other comprehensive income (loss) at March 31, 2017 and 2016 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, 2017 and 2016  

(Expressed in US Dollars)

2. Summary of Significant Accounting Policies - continued

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. At March 31, 2017, 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.

 Retirement plan costs

Contributions to retirement schemes (which are defined contribution plans) are charged to general and administrative expenses in the statements of operation and comprehensive loss as and when the related employee service is provided.

F-11

eBullion, Inc. 

Notes to Consolidated Financial Statements 

For the Years Ended March 31, 2017 and 2016  

(Expressed in US Dollars)

2. Summary of Significant Accounting Policies - continued

Related parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Segment reporting

ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. During the years ended March 31, 2017 and 2016, the Company operates in one reportable operating segment in Hong Kong.

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 January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment" ("ASU 2017-04"). Under the amendments in ASU 2017-04, Step 2 of the goodwill impairment test is eliminated. An entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. Also eliminated is the requirement for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. Therefore, the same impairment assessment applies to all reporting units. An entity is required to disclose the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets. This standard is effective for the Company for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The new guidance is required to be applied on a prospective basis. The Company is currently evaluating the impact of ASU 2017-04, but anticipates early adoption of the accounting standard for its next annual goodwill impairment test during fiscal 2018, and does not expect that it will have a material impact on its consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, "Clarifying the Definition of a Business" ("ASU 2017-01"). This new guidance clarifies the definition of a business in order to assist with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 is effective for fiscal years beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted for transactions not reported in financial statements that have been issued or made available for issuance. The new guidance must be applied prospectively on or after the effective date, and no disclosures for a change in accounting principle are required at transition. The Company does not anticipate that this guidance will have a material impact on its consolidated financial statements.

F-12

eBullion, Inc. 

Notes to Consolidated Financial Statements 

For the Years Ended March 31, 2017 and 2016  

(Expressed in US Dollars)

2. Summary of Significant Accounting Policies - continued

In October 2016, the FASB issued ASU 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory" ("ASU 2016-16") which amends the accounting for income taxes. ASU 2016-16 requires the recognition of the income tax consequences of an intra-entity asset transfer, other than transfers of inventory, when the transaction occurs. For intra-entity transfers of inventory, the income tax effects will continue to be deferred until the inventory has been sold to a third party. The standard is effective in annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The new guidance is required to be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The Company intends to adopt the guidance when it becomes effective in the first quarter of fiscal 2019 and does not anticipate that this guidance will have a material impact on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments" ("ASU 2016-15"). ASU 2016-15 clarifies and provides guidance on eight cash flow classification issues and is intended to reduce existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company early adopted ASU 2016-15 as of the beginning of its third quarter of fiscal 2017 and there was no impact of adopting this standard.

In March 2016, the FASB issued ASU 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" ("ASU 2016-09"). ASU 2016-09 simplifies several aspects of accounting for share-based payment award transactions, including income tax consequences, classification of awards as either liability or equity, and classification on the statement of cash flows. The standard is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted but requires all elements of the amendments to be adopted at once rather than individually. The Company is evaluating the effect that ASU No. 2016-09 will have on the Company’s consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)" ("ASU 2016-02"). ASU 2016-02 requires lessees to record a right-of-use asset and lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The standard also requires certain quantitative and qualitative disclosures. While we are continuing to assess all potential aspects of ASU 2016-02, including taking an inventory of outstanding leases, the Company currently believes the most significant impact relates to our accounting for manufacturing, distribution, warehouse and office space operating leases. The Company expects this standard to have a material impact on its consolidated balance sheet, but does not believe that it will have a material impact on its consolidated statements of operations.

In September 2015, the FASB issued ASU 2015-16, "Simplifying the Accounting for Measurement-Period Adjustments" ("ASU 2015-16"). ASU 2015-16 eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. This guidance was effective for the Company beginning April 1, 2016 and will be applied prospectively to adjustments arising after that date. There was no impact of adopting this standard at the date of adoption.

In July 2015, the FASB issued ASU 2015-11, "Simplifying the Measurement of Inventory" ("ASU 2015-11"). ASU 2015-11 amends the guidelines for the measurement of inventory from lower of cost or market to the lower of cost and net realizable value ("NRV"). NRV is defined as the estimated selling prices in the ordinary course of business less reasonably predictable costs of completion, disposal, and transportation. Under existing standards, inventory is measured at lower of cost or market, which requires the consideration of replacement cost, NRV and NRV less an amount that approximates a normal profit margin. This ASU eliminates the requirement to determine and consider replacement cost or NRV less a normal profit margin for inventory measurement. The new standard is effective prospectively for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company intends to adopt the guidance when it becomes effective in the first quarter of fiscal 2018 and does not anticipate that this guidance will have a material impact on its consolidated financial statements.

F-13

eBullion, Inc. 

Notes to Consolidated Financial Statements 

For the Years Ended March 31, 2017 and 2016  

(Expressed in US Dollars)

2. Summary of Significant Accounting Policies - continued

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09"). ASU 2014-09 provides a single model for entities to use in accounting for revenue arising from contracts with customers and will supersede most current revenue recognition guidance. The new standard also requires expanded disclosures regarding the qualitative and quantitative information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is permitted for fiscal years beginning after December 15, 2016. The standard permits the use of either a full retrospective or a modified retrospective approach.

The Company intends to adopt the new guidance on April 1, 2018, with a cumulative-effect adjustment, if any, to opening retained earnings under the modified retrospective approach. The Company’s implementation of this ASU includes the evaluation of its customer agreements to identify terms or conditions that could be considered a performance obligation such that, if material to the terms of the contract, consideration would be allocated to the performance obligation and could accelerate or defer the timing of recognizing revenue. The Company’s evaluation of the new guidance is not yet complete; however, based on the nature of the Company’s primary revenue sources and current policies, excluding McCall, the Company does not expect a significant change in the timing and presentation of recognizing its revenue, but does expect there to be a material impact on disclosures. The Company is currently evaluating the impact of adoption of ASU 2014-09 will have on its consolidated financial statements in respect to revenue related to its recent McCall acquisition.

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-14

eBullion, Inc. 

Notes to Consolidated Financial Statements 

For the Years Ended March 31, 2017 and 2016  

(Expressed in US Dollars)

3. Deposits and Prepaid Expenses

Deposits and prepaid expenses consisted of the following as of March 31, 2017 and 2016

	2017		2016
Current
Prepaid rent and occupancy expenses	$	42,142	$	29,819
Noncurrent
Rent and occupancy deposits		188,010		141,084
Total deposits and prepaid expenses	$	230,152	$	170,903

4. Loan receivable from Global Long

On April 3, 2015, Man Loong loaned Global Long Inc. Limited (“Global Long”) $772,157 (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 eBullion Trade. 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.

5. Equipment

Equipment, including leasehold improvements, consisted of the following as of March 31, 2017and 2016

	2017			2016
Office equipment	$	206,345		$	206,345
Computer equipment		59,919			59,919
Furniture and fixtures		111,916			65,774
		378,180			332,038
Less: Accumulated depreciation		(153,830	)		(78,231	)
Equipment, net	$	224,350		$	253,807

Depreciation expense was $75,599 and $80,976 for the years ended March 31, 2017 and 2016, respectively, and was recorded as depreciation expense in the accompanying consolidated statements of comprehensive income (loss).

F-15

eBullion, Inc. 

Notes to Consolidated Financial Statements 

For the Years Ended March 31, 2017 and 2016  

(Expressed in US Dollars)

6. Customer Deposits

Customer deposits were $212,886 and $187,037 at March 31, 2017 and 2016, respectively, and were recorded as a current liability in the accompanying consolidated statements of financial condition.

7. Amounts due to Directors

The balances represent the temporary advances by the directors of the Company, which are unsecured, interest-free and repayable on demand. Imputed interest is considered insignificant.

8. General and Administrative Expenses

 General and administrative expenses consist of the following for the years ended March 31, 2017 and 2016.

	2017		2016
Marketing expenses	$	281,639	$	334,848
Trading platform rent		92,139		162,882
Transportation		5,095		25,243
Internet		22,226		20,457
Travel and entertainment		11,690		19,633
Computers and software		38,710		42,972
Legal and professional		169,843		214,780
Licenses		16,778		28,842
Occupancy		469,391		567,050
Advertising		53,266		29,381
Other		100,580		138,456
Total general and administrative expense	$	1,261,357	$	1,584,544

9. Pension Plan

The Company is required to make contribution on behalf of its employees under a government-mandated defined contribution pension scheme for its eligible full-times employees in Hong Kong. The Company is required to contribute a specified percentage of the participants’ relevant income based on their ages and wages level. The total contributions made by the Company were $30,290 and $53,107 for the years ended March 31, 2017 and 2016, respectively.

F-16

eBullion, Inc. 

Notes to Consolidated Financial Statements 

For the Years Ended March 31, 2017 and 2016  

(Expressed in US Dollars)

10. 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, 2017 and 2016.  

	2017			2016
Tax jurisdictions from:
Local	$	(85,605	)		(75,251	)
Foreign, representing:
Hong Kong		147,073			(521,302	)
The People’s Republic of China		(90,885	)		-
Income (loss) before income taxes	$	(29,417	)		(596,553	)

The provision (benefit) for income taxes consists of the following for the years ended March 31, 2017 and 2016:

	2017		2016
Current:
Local	$	-	$	-
Foreign, representing:
Hong Kong		-		(102,836	)
The People’s Republic of China		-		-
Total current tax		-		(102,836	)
Deferred:
Local		-		-
Foreign, representing:
Hong Kong		25,688		16,033
The People’s Republic of China		-		-
Total deferred tax		25,688		16,033
Total income tax expenses (benefit)	$	25,688	$	(86,803	)

The reconciliation of the income tax expense to the amount computed by applying the U.S. statutory federal income tax rate to income (loss) before income taxes is as follows:

	2017			2016
Income tax expense (benefit) at the U.S. statutory tax rate	$	(10,002	)	$	(202,829	)
Valuation allowance on U.S. and PRC net operating loss carryforwards		51,826			25,585
Impact of foreign operations		(17,558	)		91,228
Other		1,422			(787	)
Income tax expense (benefit)	$	25,688		$	(86,803	)

Man Loong is subject to Hong Kong Profits Tax, which is charged at the statutory income rate of 16.5% on its assessable income.

SQML is subject to the Corporate Income Tax Law of the People’s Republic of China at a unified income tax rate of 25%.

F-17

eBullion, Inc. 

Notes to Consolidated Financial Statements 

For the Years Ended March 31, 2017 and 2016  

(Expressed in US Dollars)

10. Income Taxes, Continued

The following table sets forth the significant components of the aggregate deferred tax assets and liabilities of the Company as of March 31, 2017 and 2016:

	2017			2016
Deferred tax assets:
Net operating loss carryforwards:
-United States of America	$	156,503		$	127,398
-Hong Kong		71,221			101,960
-The People’s Republic of China		22,721			-
Total deferred tax assets		250,445			229,358
Less: valuation allowance		(179,224	)		(127,398	)
Deferred tax assets	$	71,221		$	101,960

	2017		2016
Deferred tax liabilities, non-current
Property, plant and equipment	$	466	$	5,517

At March 31, 2017, the Company had U.S. net operating loss carryforwards of approximately $460,305 which expire in 2036. 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 $157,000 as of March 31 2017.

At March 31, 2017 and 2016, the Company’s and Man Loong’s differences between the book and tax basis of equipment gave rise to deferred income tax liability of $466 and $5,517, 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 liabilities as of March 31, 2017 and 2016.

F-18

eBullion, Inc. 

Notes to Consolidated Financial Statements 

For the Years Ended March 31, 2017 and 2016  

(Expressed in US Dollars)

11. Earnings (Loss) Per Share

Earnings (loss) per share (“EPS”) information for the years ended March 31, 2017 and 2016 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, 2017 and 2016, 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. 

	2017			2016
Numerator
Net income (loss) attributable to common stakeholders	$	(55,105	)	$	(509,750	)
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	)

*Less than $0.001

12. 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 unaudited condensed consolidated statements of comprehensive income (loss) for the years ended March 31, 2017 and 2016, are rental fees which were paid to True Technology of $46,401 and $46,412 respectively.

Included in employee compensation and benefits in the accompanying consolidated statements of comprehensive income (loss) for the years ending March 31, 2017 and 2016, are salaries and director compensation of $43,023 and $30,941 respectively, which were paid to two of the Company’s directors and shareholders.

F-19

 

eBullion, Inc. 

Notes to Consolidated Financial Statements 

For the Years Ended March 31, 2017 and 2016  

(Expressed in US Dollars)

13. Commitments and contingencies

(a)Operating lease 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 $3,866 per month for 24 months. In April 2017, the trading platform lease with True Technology was renewed for 2 years with monthly payment of approximately $3,866 until March 31, 2019.

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,
2018	$	500,328
2019		292,278
	$	792,606

(b)Contingencies

As of March 31, 2017, there were no contingencies involved.

14. Subsequent Event

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2017 up through the date was the Company issued the audited consolidated financial statements. During the period, the Company did not have any material subsequent events that would require disclosure or adjustment to the financial statements.

F-20

Item 9. Changes in and Disagreements with Accountants on Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the fiscal year ended March 31, 2017, we carried out an evaluation, under the supervision and with the participation of members of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) of the Exchange Act. Our Chief Executive Officer and our Chief Financial Officer have concluded, based on their evaluation, that as of March 31, 2017, our disclosure controls and procedures were not effective at the end of the fiscal year to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit with the SEC under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Internal control over financial reporting is a process, including policies and procedures, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Our management assessed our internal control over financial reporting based on the 2013 version of the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the results of this assessment, our management concluded that our internal control over financial reporting was not effective as of March 31, 2017 based on such criteria. Deficiencies existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a majority of independent members and a lack of a majority of outside directors on our Board, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and (ii) inadequate segregation of duties consistent with control objectives. Management believes that the lack of a majority of outside directors on our Board results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

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 under all potential conditions, regardless of how remote, and may not prevent or detect all errors and all fraud. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been prevented or detected. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Auditor’s Report on Internal Control over Financial Reporting

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Annual Report.

Changes in Internal Controls over Financial Reporting

In connection with our continued monitoring and maintenance of our controls procedures as part of the implementation of Section 404 of the Sarbanes-Oxley Act, we continue to review, test, and improve the effectiveness of our internal controls. There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter and since the year ended March 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None. 

18

PART III

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	64	President, Chief Executive Officer and Director
Chui Chui Li	35	Chief Financial Officer, Treasurer, Secretary and Director
Hak Yim Wong	68	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.

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.

Significant Employees and Consultants

As of March 31, 2017, Kee Yuen Choi and Chui Chui Li are our sole significant employees. We currently have no significant independent contractors or consultants.

Family Relationships

There are no other family relationships among any of our directors or executive officers and any other directors or executive officers.

19

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, 2017 and 2016. 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,	2017		28,356		-		-		-		-		-		28,356
Chief Executive Officer	2016		15,471		-		-		-		-		-		15,471
Chui Chui Li
Chief Financial Officer,	2017		60,348		1,698		-		-		-		-		62,046
Treasurer, Secretary	2016		56,771		1,733		-		-		-		-		58,504

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). In August 2017 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$30,934), 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.

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$468,000 (US$60,320). 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, 2017 and 2016, no director or executive officer has received compensation from us pursuant to any compensatory or benefit plan.

20

Director Compensation

The following table sets forth information for the fiscal year ended March 31, 2017 and 2016 regarding the compensation of Man Loong’s directors.

	Fees Earned Paid in		Option		Other
Name	Cash		Awards		Compensation		Total
Hak Yim Wong
2017	$	15,467	$	-	$	-	$	15,467
2016		15,471		-		-		15,471

Mr. Wong receives an annual payment from Man Loong for services as a director of Man Loong of HKD120,000 (US$15,467 and US$15,471 for 2017 and 2016, 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, 2017.

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.

21

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, 2017.

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

-

-

-

-

-

-

-

-

-

Item 12. Security Ownership of Certain Beneficial Owners and Mangement and Related Stockholder Matters

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of June 27, 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)		253,800,000		49.5	%
Hak Yim Wong		18,781,200		3.7	%
Joseph Havlin		100,000	*
All directors and executive officers as a group (5 persons)		272,681,200		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.

22

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, 2017 and 2016, Man Loong paid True Technology $46,401 and $46,412, 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, 2017 and 2016 are salaries paid to Mr. Choi of $25,779 and $15,471, respectively and directors’ compensation paid to Mr. Wong of $15,467 and $15,471, respectively. In April 2015, Mr. Choi entered into a new employment contract pursuant to which his annual salary was reduce to HK$120,000 (US$15,471).  In August 2016, Mr. Choi entered into a new employment agreement with Man Loong increase his annual salary to HKD$240,000 (US$30,934).

Item 14. Principal Accountant Fees and Services

HKCMCPA 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, 2017 and 2016 by our auditors.

	March 31, 2017		March 31, 2016
Audit fees and expenses (1)	$	38,660	$	37,800
Taxation preparation fees (2)		-		-
Audit related fees (3)		-		-
Other fees (4)		-		-
	$	38,660	$	37,800

_______ 

(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, 2017 and 2016.
(4)	We incurred fees to our independent auditors of $-0- for other fees during the fiscal years ended March 31, 2017 and 2016.

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, 2017, were approved by our board of directors.

23

PART IV

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, 2017.

1.	Independent Auditor’s Report
2.	Consolidated Balance Sheets as of March 31, 2017 and 2016
3.	Consolidated Statements of Comprehensive Income (Loss) for the years ended March 31, 2017 and 2016
4.	Consolidated Statements of Shareholders’ Equity for the years ended March 31, 2017 and 2016
5.	Consolidated Statements of Cash Flows for the years ended March 31, 2017 and 2016
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)

24

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 March 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 March 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 (Incorporated by reference to Exhibit 10.16 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)*
10.17	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.
21	Subsidiaries of Registrant.
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. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

*    Management contract or compensatory plan or arrangement required to be identified pursuant to Item 15(a) (3) of this report.

25

SIGNATURES 

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	July 5, 2017
Kee Yuen Choi	(principal executive officer)
/s/ Chui Chui Li	Chief Financial Officer	July 5, 2017
Chui Chui Li	(principal financial officer and principal accounting officer)

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: July 5, 2017	By:	/s/ Kee Yuen Choi
		Chief Executive Officer and Director (principal executive officer)
Date: July 5, 2017	By:	/s/ Chui Chui Li
		Chief Financial Officer and Director (principal financial officer and principal accounting officer)
Date: July 5, 2017	By:	/s/ Hak Yim Wong
		Hak Yim Wong
		Director

26

EX-21.1

EXHIBIT 21.1

SUBSIDIARIES OF THE REGISTRANT

1.	ManLoong Bullion Company Limited
2.	Shenzhen Qian Hai Man Loong Bullion Company

EX-31.1

EXHIBIT 31.1

SECTION 302 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER OF LOOP INDUSTRIES, INC.

I, Kee Yuen Choi, certify that:

1.	I have reviewed this annual report on Form 10-K of eBullion, Inc.;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  July 5, 2017	/s/ Kee Yuen Choi
	Kee Yuen Choi
	Chief Executive Officer (principal executive officer)

EX-31.2

EXHIBIT 31.2

SECTION 302 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER OF EBULLION, INC.

I, Chui Chui Li , certify that:

1.	I have reviewed this annual report on Form 10-K of eBullion, Inc.;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
3.	Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  July 5, 2017	/s/ Chui Chui Li
	Chui Chui Li
	Chief Financial Officer (principal financial officer and principal accounting officer)

EX-32.1

EXHIBIT 32.1

SECTION 906 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER OF EBULLION, INC.

In connection with the accompanying Annual Report on Form 10-K of eBullion, Inc. for the year ended March 31, 2017, the undersigned, Kee Yuen Choi, President and Chief Executive Officer of EBullion, Inc., does hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	such Annual Report on Form 10-K for the quarter ended March 31, 2017, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	the information contained in such Annual Report on Form 10-K for the quarter ended March 31, 2017, fairly presents, in all material respects, the financial condition and results of operations of EBullion, Inc.

Date:  July 5, 2017	/s/ Kee Yuen Choi
	Kee Yuen Choi
	Chief Executive Officer (principal executive officer)

EX-32.2

EXHIBIT 32.2

SECTION 906 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER OF EBULLION, INC.

In connection with the accompanying Annual Report on Form 10-K of eBullion, Inc. for the quarter ended March 31, 2017, the undersigned, Chui Chui Li , Chief Financial Officer of EBullion, Inc., does hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	such Annual Report on Form 10-K for the quarter ended March 31, 2017, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	the information contained in such Annual Report on Form 10-K for the quarter ended March 31, 2017, fairly presents, in all material respects, the financial condition and results of operations of EBullion, Inc.

Date:  July 5, 2017	/s/ Chui Chui Li
	Chui Chui Li
	Chief Financial Officer (principal financial officer and principal accounting officer)

XML

Document and Entity Information - USD ($)	12 Months Ended
	Mar. 31, 2017	Jun. 27, 2017	Sep. 30, 2016
Document and Entity Information [Abstract]
Entity Registrant Name	eBullion, Inc.
Entity Central Index Key	0001573766
Trading Symbol	ebml
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Current Fiscal Year End Date	--03-31
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Entity Common Stock, Shares Outstanding		512,600,000
Entity Public Float			$ 8,388,758
Document Type	10-K
Document Period End Date	Mar. 31, 2017
Amendment Flag	false
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	FY

XML

Consolidated Balance Sheets - USD ($)	Mar. 31, 2017	Mar. 31, 2016
Current Assets
Cash and cash equivalents	$ 1,061,609	$ 1,109,465
Commissions receivable	546,310	100,493
Deposits and prepaid expenses	42,142	29,819
Prepaid income taxes		147,556
Total current assets	1,650,061	1,387,333
Noncurrent Assets
Deposits and prepaid expenses	188,010	141,084
Equipment, net	224,350	253,807
Loan receivable from Global Long	772,157	773,793
Deferred tax assets	71,221	101,960
Total noncurrent assets	1,255,738	1,270,644
Total assets	2,905,799	2,657,977
Current Liabilities
Bank overdraft		30,645
Accounts payable and accrued liabilities	56,161	33,684
Customer deposits	212,886	187,037
Amounts due to directors	313,050
Total current liabilities	582,097	251,366
Noncurrent Liabilities:
Deferred tax liabilities	466	5,517
Total noncurrent liabilities	466	5,517
Total liabilities	582,563	256,883
Commitments and Contingencies
Stockholders' 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	818,849	873,954
Accumulated other comprehensive loss	(24,277)	(1,524)
Total stockholders' equity	2,323,236	2,401,094
Total liabilities and stockholders' equity	$ 2,905,799	$ 2,657,977

XML

Consolidated Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2017	Mar. 31, 2016
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	512,600,000	512,600,000
Common stock, shares outstanding	512,600,000	512,600,000

XML

Consolidated Statements of Comprehensive (Loss) - USD ($)		12 Months Ended
		Mar. 31, 2017	Mar. 31, 2016
REVENUES
Commission revenue		$ 1,952,966	$ 1,809,331
EXPENSES
General and administrative		1,261,357	1,584,544
Employee compensation and benefits		694,806	669,230
Loss on disposal of property and equipment			124,757
Depreciation and amortization		75,599	80,976
Total expenses		2,031,762	2,459,507
LOSS FROM OPERATIONS		(78,796)	(650,176)
OTHER INCOME
Rental income			9,025
Interest income, net		49,379	44,598
Total other income		49,379	53,623
LOSS BEFORE INCOME TAXES		(29,417)	(596,553)
INCOME TAX (EXPENSE) BENEFIT		(25,688)	86,803
NET LOSS		(55,105)	(509,750)
OTHER COMPREHENSIVE LOSS
Foreign currency translation		(22,753)	(304)
COMPREHENSIVE LOSS		$ (77,858)	$ (510,054)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic and diluted (in shares)		512,600,000	512,600,000
BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE
Basic and diluted earnings (loss) per common share (in dollars per share)	[1]	$ (0.00)	$ (0.00)

[1] Less than $0.001

XML

Consolidated Statements of Stockholders' Equity - USD ($)	Common Stock	Additional Paid in Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Total
BALANCE at Mar. 31, 2015	$ 51,260	$ 1,477,404	$ 1,383,704	$ (1,220)	$ 2,911,148
BALANCE (in shares) at Mar. 31, 2015	512,600,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss			(509,750)		(509,750)
Foreign currency translation adjustment				(304)	(304)
BALANCE at Mar. 31, 2016	$ 51,260	1,477,404	873,954	(1,524)	2,401,094
BALANCE (in shares) at Mar. 31, 2016	512,600,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss			(55,105)		(55,105)
Foreign currency translation adjustment				(22,753)	(22,753)
BALANCE at Mar. 31, 2017	$ 51,260	$ 1,477,404	$ 818,849	$ (24,277)	$ 2,323,236
BALANCE (in shares) at Mar. 31, 2017	512,600,000

XML

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
OPERATING ACTIVITIES:
Net loss	$ (55,105)	$ (509,750)
Adjustments to reconcile net loss to net cash generated from (used in) operating activities
Depreciation and amortization	75,599	80,976
Loss on disposal of equipment		124,757
Changes in operating assets and liabilities:
Commissions receivable	(446,722)	17,803
Deposits and prepaid expenses	(59,703)	104,992
Accounts payable and accrued liabilities	22,539	(1,709)
Customer deposits	26,285	94,389
Amounts due to directors	313,537
Prepaid income taxes	147,472	(106,123)
Income taxes payable		(145,838)
Deferred tax assets	30,739	(101,926)
Deferred tax liabilities	(5,051)	16,033
Net cash generated from (used in) operating activities	49,590	(426,396)
INVESTING ACTIVITIES:
Purchase of equipment	(46,142)	(234,275)
Loan receivable from Global Long		(773,530)
Net cash used in investing activities	(46,142)	(1,007,805)
FINANCING ACTIVITIES:
Bank overdraft	(30,627)	30,634
Net cash (used in) generated from financing activities	(30,627)	30,634
NET DECREASE IN CASH	(27,179)	(1,403,567)
EFFECT OF EXCHANGE RATE CHANGES ON CASH	(20,677)	(391)
Cash, beginning of year	1,109,465	2,513,423
Cash, end of year	1,061,609	1,109,465
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest
Cash (received from) paid for income taxes	$ (147,472)	$ 251,050

XML

Nature of Operations

12 Months Ended

Mar. 31, 2017

Nature of Operations and Basis of Presentation [Abstract]

Nature of Operations and Basis of Presentation

1. Nature of Operations

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.

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. 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 supporting services to its existing and new customers who are citizens of the PRC to trade gold contracts through Shenzhen Qian Hai. The Shenzhen Qian Hai office is located in CGSE office center in Shenzhen, China. The CGSE office center in Shenzhen provides office space and accounting book keeping services to Shenzhen Qian Hai Man Loong Bullion Company Ltd. As of March 31, 2017, Shenzhen Qian Hai is still at development stage, its role is acting as a representative office of Man Loong to provide customer support services to customers within China.

Description of subsidiaries

Name	Place of incorporation and kind of legal entity	Principal activities and place of operation	Particulars paid-up capital	Effective interest held
Man Loong Bullion Company Limited (“Man Loong”)	Hong Kong, a limited liability company	Provision of sub-agency service in London gold dealing	HK$10,152,000	100%
Shenzhen Qianhai Man Loong Bullion Company Limited (“SQML”)	The PRC, a limited liability company	Provision of gold trading service in the PRC	RMB2,000,000	100%

eBullion and its subsidiaries are hereinafter referred to as (the “Company”).

XML

Summary of Significant Accounting Policies

12 Months Ended

Mar. 31, 2017

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

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 fiscal year end is March 31.

Principles of Consolidation

The consolidated financial statements as of March 31, 2017 and 2016, include the accounts of eBullion and its subsidiaries. All significant intercompany transactions have been eliminated.

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).

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.

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.

Cash and cash equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

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 180 days of trade execution. The Company has not historically incurred credit losses on these commissions receivable. As of March 31, 2017 and 2016, the Company had no reserve for credit losses nor had it incurred any bad debts for the years ended March 31, 2017 and 2016.

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).

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, 2017 and 2016. The total amount charged to advertising expense was $53,266 and $29,381 for the years ended March 31, 2017 and 2016, respectively.

Reporting Currency and Foreign Currency Translation

As of and for the years ended March 31, 2017 and 2016, 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:

	2017		2016
Year end USD/HKD exchange rate		7.7704		7.7540
Average USD/HKD exchange rate:		7.7584		7.7567
Year end RMB/HKD exchange rate		1.1275		1.2021
Average RMB/HKD exchange rate:		1.1533		1.2247

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 these 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, 2017 and 2016 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, 2017 and 2016 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, 2017 and 2016.

Accumulated Other Comprehensive Income (Loss)

The Company’s accumulated other comprehensive income (loss) at March 31, 2017 and 2016 consists of adjustments resulting from translating Man Loong’s functional currency, the HK dollar, to its reporting currency, the U.S. dollar.

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. At March 31, 2017, 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.

 Retirement plan costs

Contributions to retirement schemes (which are defined contribution plans) are charged to general and administrative expenses in the statements of operation and comprehensive loss as and when the related employee service is provided.

Related parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Segment reporting

ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. During the years ended March 31, 2017 and 2016, the Company operates in one reportable operating segment in Hong Kong.

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 January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment" ("ASU 2017-04"). Under the amendments in ASU 2017-04, Step 2 of the goodwill impairment test is eliminated. An entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. Also eliminated is the requirement for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. Therefore, the same impairment assessment applies to all reporting units. An entity is required to disclose the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets. This standard is effective for the Company for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The new guidance is required to be applied on a prospective basis. The Company is currently evaluating the impact of ASU 2017-04, but anticipates early adoption of the accounting standard for its next annual goodwill impairment test during fiscal 2018, and does not expect that it will have a material impact on its consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, "Clarifying the Definition of a Business" ("ASU 2017-01"). This new guidance clarifies the definition of a business in order to assist with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 is effective for fiscal years beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted for transactions not reported in financial statements that have been issued or made available for issuance. The new guidance must be applied prospectively on or after the effective date, and no disclosures for a change in accounting principle are required at transition. The Company does not anticipate that this guidance will have a material impact on its consolidated financial statements.

In October 2016, the FASB issued ASU 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory" ("ASU 2016-16") which amends the accounting for income taxes. ASU 2016-16 requires the recognition of the income tax consequences of an intra-entity asset transfer, other than transfers of inventory, when the transaction occurs. For intra-entity transfers of inventory, the income tax effects will continue to be deferred until the inventory has been sold to a third party. The standard is effective in annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The new guidance is required to be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The Company intends to adopt the guidance when it becomes effective in the first quarter of fiscal 2019 and does not anticipate that this guidance will have a material impact on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments" ("ASU 2016-15"). ASU 2016-15 clarifies and provides guidance on eight cash flow classification issues and is intended to reduce existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company early adopted ASU 2016-15 as of the beginning of its third quarter of fiscal 2017 and there was no impact of adopting this standard.

In March 2016, the FASB issued ASU 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" ("ASU 2016-09"). ASU 2016-09 simplifies several aspects of accounting for share-based payment award transactions, including income tax consequences, classification of awards as either liability or equity, and classification on the statement of cash flows. The standard is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted but requires all elements of the amendments to be adopted at once rather than individually. The Company is evaluating the effect that ASU No. 2016-09 will have on the Company’s consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)" ("ASU 2016-02"). ASU 2016-02 requires lessees to record a right-of-use asset and lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The standard also requires certain quantitative and qualitative disclosures. While we are continuing to assess all potential aspects of ASU 2016-02, including taking an inventory of outstanding leases, the Company currently believes the most significant impact relates to our accounting for manufacturing, distribution, warehouse and office space operating leases. The Company expects this standard to have a material impact on its consolidated balance sheet, but does not believe that it will have a material impact on its consolidated statements of operations.

In September 2015, the FASB issued ASU 2015-16, "Simplifying the Accounting for Measurement-Period Adjustments" ("ASU 2015-16"). ASU 2015-16 eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. This guidance was effective for the Company beginning April 1, 2016 and will be applied prospectively to adjustments arising after that date. There was no impact of adopting this standard at the date of adoption.

In July 2015, the FASB issued ASU 2015-11, "Simplifying the Measurement of Inventory" ("ASU 2015-11"). ASU 2015-11 amends the guidelines for the measurement of inventory from lower of cost or market to the lower of cost and net realizable value ("NRV"). NRV is defined as the estimated selling prices in the ordinary course of business less reasonably predictable costs of completion, disposal, and transportation. Under existing standards, inventory is measured at lower of cost or market, which requires the consideration of replacement cost, NRV and NRV less an amount that approximates a normal profit margin. This ASU eliminates the requirement to determine and consider replacement cost or NRV less a normal profit margin for inventory measurement. The new standard is effective prospectively for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company intends to adopt the guidance when it becomes effective in the first quarter of fiscal 2018 and does not anticipate that this guidance will have a material impact on its consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09"). ASU 2014-09 provides a single model for entities to use in accounting for revenue arising from contracts with customers and will supersede most current revenue recognition guidance. The new standard also requires expanded disclosures regarding the qualitative and quantitative information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is permitted for fiscal years beginning after December 15, 2016. The standard permits the use of either a full retrospective or a modified retrospective approach.

The Company intends to adopt the new guidance on April 1, 2018, with a cumulative-effect adjustment, if any, to opening retained earnings under the modified retrospective approach. The Company’s implementation of this ASU includes the evaluation of its customer agreements to identify terms or conditions that could be considered a performance obligation such that, if material to the terms of the contract, consideration would be allocated to the performance obligation and could accelerate or defer the timing of recognizing revenue. The Company’s evaluation of the new guidance is not yet complete; however, based on the nature of the Company’s primary revenue sources and current policies, excluding McCall, the Company does not expect a significant change in the timing and presentation of recognizing its revenue, but does expect there to be a material impact on disclosures. The Company is currently evaluating the impact of adoption of ASU 2014-09 will have on its consolidated financial statements in respect to revenue related to its recent McCall acquisition.

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.

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Deposits and Prepaid Expenses

12 Months Ended

Mar. 31, 2017

Deposits and Prepaid Expenses [Abstract]

Deposits and Prepaid Expenses

3.	Deposits and Prepaid Expenses
	Deposits and prepaid expenses consisted of the following as of March 31, 2017 and 2016

	2017		2016
Current
Prepaid rent and occupancy expenses	$	42,142	$	29,819
Noncurrent
Rent and occupancy deposits		188,010		141,084
Total deposits and prepaid expenses	$	230,152	$	170,903

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Loan receivable from Global Long

12 Months Ended

Mar. 31, 2017

Loan Receivable from Global Long [Abstract]

Loan receivable from Global Long

4. Loan receivable from Global Long

On April 3, 2015, Man Loong loaned Global Long Inc. Limited (“Global Long”) $772,157 (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 eBullion Trade. 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.

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Equipment

12 Months Ended

Mar. 31, 2017

Property and Equipment [Abstract]

Property and Equipment

5. Equipment

Equipment, including leasehold improvements, consisted of the following as of March 31, 2017and 2016

	2017			2016
Office equipment	$	206,345		$	206,345
Computer equipment		59,919			59,919
Furniture and fixtures		111,916			65,774
		378,180			332,038
Less: Accumulated depreciation		(153,830	)		(78,231	)
Equipment, net	$	224,350		$	253,807

Depreciation expense was $75,599 and $80,976 for the years ended March 31, 2017 and 2016, respectively, and was recorded as depreciation expense in the accompanying consolidated statements of comprehensive income (loss).

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Customer Deposits

12 Months Ended

Mar. 31, 2017

Customer Deposits Disclosure [Abstract]

Customer Deposits

6. Customer Deposits

Customer deposits were $212,886 and $187,037 at March 31, 2017 and 2016, respectively, and were recorded as a current liability in the accompanying consolidated statements of financial condition.

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Amounts due to Directors

12 Months Ended

Mar. 31, 2017

Amounts Due To Directors [Abstract]

Amounts due to Directors

7. Amounts due to Directors

The balances represent the temporary advances by the directors of the Company, which are unsecured, interest-free and repayable on demand. Imputed interest is considered insignificant.

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General and Administrative Expenses

12 Months Ended

Mar. 31, 2017

General and Administrative Expense [Abstract]

General and Administrative Expenses

8. General and Administrative Expenses

 General and administrative expenses consist of the following for the years ended March 31, 2017 and 2016.

	2017		2016
Marketing expenses	$	281,639	$	334,848
Trading platform rent		92,139		162,882
Transportation		5,095		25,243
Internet		22,226		20,457
Travel and entertainment		11,690		19,633
Computers and software		38,710		42,972
Legal and professional		169,843		214,780
Licenses		16,778		28,842
Occupancy		469,391		567,050
Advertising		53,266		29,381
Other		100,580		138,456
Total general and administrative expense	$	1,261,357	$	1,584,544

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Pension Plan

12 Months Ended

Mar. 31, 2017

Compensation and Retirement Disclosure [Abstract]

Pension Plan

9. Pension Plan

The Company is required to make contribution on behalf of its employees under a government-mandated defined contribution pension scheme for its eligible full-times employees in Hong Kong. The Company is required to contribute a specified percentage of the participants’ relevant income based on their ages and wages level. The total contributions made by the Company were $30,290 and $53,107 for the years ended March 31, 2017 and 2016, respectively.

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Income Taxes

12 Months Ended

Mar. 31, 2017

Income Taxes [Abstract]

Income Taxes

10. 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, 2017 and 2016.  

	2017			2016
Tax jurisdictions from:
Local	$	(85,605	)		(75,251	)
Foreign, representing:
Hong Kong		147,073			(521,302	)
The People’s Republic of China		(90,885	)		-
Income (loss) before income taxes	$	(29,417	)		(596,553	)

The provision (benefit) for income taxes consists of the following for the years ended March 31, 2017 and 2016:

	2017		2016
Current:
Local	$	-	$	-
Foreign, representing:
Hong Kong		-		(102,836	)
The People’s Republic of China		-		-
Total current tax		-		(102,836	)
Deferred:
Local		-		-
Foreign, representing:
Hong Kong		25,688		16,033
The People’s Republic of China		-		-
Total deferred tax		25,688		16,033
Total income tax expenses (benefit)	$	25,688	$	(86,803	)

The reconciliation of the income tax expense to the amount computed by applying the U.S. statutory federal income tax rate to income (loss) before income taxes is as follows:

	2017			2016
Income tax expense (benefit) at the U.S. statutory tax rate	$	(10,002	)	$	(202,829	)
Valuation allowance on U.S. and PRC net operating loss carryforwards		51,826			25,585
Impact of foreign operations		(17,558	)		91,228
Other		1,422			(787	)
Income tax expense (benefit)	$	25,688		$	(86,803	)

Man Loong is subject to Hong Kong Profits Tax, which is charged at the statutory income rate of 16.5% on its assessable income.

SQML is subject to the Corporate Income Tax Law of the People’s Republic of China at a unified income tax rate of 25%.

The following table sets forth the significant components of the aggregate deferred tax assets and liabilities of the Company as of March 31, 2017 and 2016:

	2017			2016
Deferred tax assets:
Net operating loss carryforwards:
-United States of America	$	156,503		$	127,398
-Hong Kong		71,221			101,960
-The People’s Republic of China		22,721			-
Total deferred tax assets		250,445			229,358
Less: valuation allowance		(179,224	)		(127,398	)
Deferred tax assets	$	71,221		$	101,960

	2017		2016
Deferred tax liabilities, non-current
Property, plant and equipment	$	466	$	5,517

At March 31, 2017, the Company had U.S. net operating loss carryforwards of approximately $460,305 which expire in 2036. 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 $157,000 as of March 31 2017.

At March 31, 2017 and 2016, the Company’s and Man Loong’s differences between the book and tax basis of equipment gave rise to deferred income tax liability of $466 and $5,517, 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 liabilities as of March 31, 2017 and 2016.

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Earnings (Loss) Per Share

12 Months Ended

Mar. 31, 2017

Earnings (Loss) Per Share [Abstract]

Earnings (Loss) Per Share

11. Earnings (Loss) Per Share

Earnings (loss) per share (“EPS”) information for the years ended March 31, 2017 and 2016 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, 2017 and 2016, 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. 

	2017			2016
Numerator
Net income (loss) attributable to common stakeholders	$	(55,105	)	$	(509,750	)
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	)

*Less than $0.001

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Related Party Transactions and Balances

12 Months Ended

Mar. 31, 2017

Related Party Transactions and Balances [Abstract]

Related Party Transactions and Balances

12. 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 unaudited condensed consolidated statements of comprehensive income (loss) for the years ended March 31, 2017 and 2016, are rental fees which were paid to True Technology of $46,401 and $46,412 respectively.

Included in employee compensation and benefits in the accompanying consolidated statements of comprehensive income (loss) for the years ending March 31, 2017 and 2016, are salaries and director compensation of $43,023 and $30,941 respectively, which were paid to two of the Company’s directors and shareholders.

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Commitments and contingencies

12 Months Ended

Mar. 31, 2017

Commitments and contingencies [Abstract]

Commitments and contingencies

13. Commitments and contingencies

(a)Operating lease 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 $3,866 per month for 24 months. In April 2017, the trading platform lease with True Technology was renewed for 2 years with monthly payment of approximately $3,866 until March 31, 2019.

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,
2018	$	500,328
2019		292,278
	$	792,606

(b)Contingencies

As of March 31, 2017, there were no contingencies involved.

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Subsequent events

12 Months Ended

Mar. 31, 2017

Subsequent Events [Abstract]

Subsequent events

14. Subsequent Event

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2017 up through the date was the Company issued the audited consolidated financial statements. During the period, the Company did not have any material subsequent events that would require disclosure or adjustment to the financial statements.

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Mar. 31, 2017

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

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 fiscal year end is March 31.

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements as of March 31, 2017 and 2016, include the accounts of eBullion and its subsidiaries. All significant intercompany transactions have been eliminated.

Use of Estimates

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

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).

Fair Value of Financial Instruments

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.

Revenue Recognition

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.

Cash and cash equivalents

Cash and cash equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

Commissions Receivable

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 180 days of trade execution. The Company has not historically incurred credit losses on these commissions receivable. As of March 31, 2017 and 2016, the Company had no reserve for credit losses nor had it incurred any bad debts for the years ended March 31, 2017 and 2016.

Deposits and Prepaid Expenses

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

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).

Advertising

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, 2017 and 2016. The total amount charged to advertising expense was $53,266 and $29,381 for the years ended March 31, 2017 and 2016, respectively.

Reporting Currency and Foreign Currency Translation

Reporting Currency and Foreign Currency Translation

As of and for the years ended March 31, 2017 and 2016, 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:

	2017		2016
Year end USD/HKD exchange rate		7.7704		7.7540
Average USD/HKD exchange rate:		7.7584		7.7567
Year end RMB/HKD exchange rate		1.1275		1.2021
Average RMB/HKD exchange rate:		1.1533		1.2247

Long-Lived Assets

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 these 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

Accounts payable and accrued liabilities at March 31, 2017 and 2016 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

Customer deposits at March 31, 2017 and 2016 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, 2017 and 2016.

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)

The Company’s accumulated other comprehensive income (loss) at March 31, 2017 and 2016 consists of adjustments resulting from translating Man Loong’s functional currency, the HK dollar, to its reporting currency, the U.S. dollar.

Income Taxes

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. At March 31, 2017, 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

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.

Retirement plan costs

Retirement plan costs

Contributions to retirement schemes (which are defined contribution plans) are charged to general and administrative expenses in the statements of operation and comprehensive loss as and when the related employee service is provided.

Related parties

Related parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Segment reporting

Segment reporting

ASC Topic 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. During the years ended March 31, 2017 and 2016, the Company operates in one reportable operating segment in Hong Kong.

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

Recent Accounting Pronouncements

In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-04, "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment" ("ASU 2017-04"). Under the amendments in ASU 2017-04, Step 2 of the goodwill impairment test is eliminated. An entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. Also eliminated is the requirement for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. Therefore, the same impairment assessment applies to all reporting units. An entity is required to disclose the amount of goodwill allocated to each reporting unit with a zero or negative carrying amount of net assets. This standard is effective for the Company for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The new guidance is required to be applied on a prospective basis. The Company is currently evaluating the impact of ASU 2017-04, but anticipates early adoption of the accounting standard for its next annual goodwill impairment test during fiscal 2018, and does not expect that it will have a material impact on its consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, "Clarifying the Definition of a Business" ("ASU 2017-01"). This new guidance clarifies the definition of a business in order to assist with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 is effective for fiscal years beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted for transactions not reported in financial statements that have been issued or made available for issuance. The new guidance must be applied prospectively on or after the effective date, and no disclosures for a change in accounting principle are required at transition. The Company does not anticipate that this guidance will have a material impact on its consolidated financial statements.

In October 2016, the FASB issued ASU 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory" ("ASU 2016-16") which amends the accounting for income taxes. ASU 2016-16 requires the recognition of the income tax consequences of an intra-entity asset transfer, other than transfers of inventory, when the transaction occurs. For intra-entity transfers of inventory, the income tax effects will continue to be deferred until the inventory has been sold to a third party. The standard is effective in annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The new guidance is required to be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The Company intends to adopt the guidance when it becomes effective in the first quarter of fiscal 2019 and does not anticipate that this guidance will have a material impact on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments" ("ASU 2016-15"). ASU 2016-15 clarifies and provides guidance on eight cash flow classification issues and is intended to reduce existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for annual periods beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company early adopted ASU 2016-15 as of the beginning of its third quarter of fiscal 2017 and there was no impact of adopting this standard.

In March 2016, the FASB issued ASU 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting" ("ASU 2016-09"). ASU 2016-09 simplifies several aspects of accounting for share-based payment award transactions, including income tax consequences, classification of awards as either liability or equity, and classification on the statement of cash flows. The standard is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted but requires all elements of the amendments to be adopted at once rather than individually. The Company is evaluating the effect that ASU No. 2016-09 will have on the Company’s consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)" ("ASU 2016-02"). ASU 2016-02 requires lessees to record a right-of-use asset and lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The standard also requires certain quantitative and qualitative disclosures. While we are continuing to assess all potential aspects of ASU 2016-02, including taking an inventory of outstanding leases, the Company currently believes the most significant impact relates to our accounting for manufacturing, distribution, warehouse and office space operating leases. The Company expects this standard to have a material impact on its consolidated balance sheet, but does not believe that it will have a material impact on its consolidated statements of operations.

In September 2015, the FASB issued ASU 2015-16, "Simplifying the Accounting for Measurement-Period Adjustments" ("ASU 2015-16"). ASU 2015-16 eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. This guidance was effective for the Company beginning April 1, 2016 and will be applied prospectively to adjustments arising after that date. There was no impact of adopting this standard at the date of adoption.

In July 2015, the FASB issued ASU 2015-11, "Simplifying the Measurement of Inventory" ("ASU 2015-11"). ASU 2015-11 amends the guidelines for the measurement of inventory from lower of cost or market to the lower of cost and net realizable value ("NRV"). NRV is defined as the estimated selling prices in the ordinary course of business less reasonably predictable costs of completion, disposal, and transportation. Under existing standards, inventory is measured at lower of cost or market, which requires the consideration of replacement cost, NRV and NRV less an amount that approximates a normal profit margin. This ASU eliminates the requirement to determine and consider replacement cost or NRV less a normal profit margin for inventory measurement. The new standard is effective prospectively for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company intends to adopt the guidance when it becomes effective in the first quarter of fiscal 2018 and does not anticipate that this guidance will have a material impact on its consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09"). ASU 2014-09 provides a single model for entities to use in accounting for revenue arising from contracts with customers and will supersede most current revenue recognition guidance. The new standard also requires expanded disclosures regarding the qualitative and quantitative information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. Early application is permitted for fiscal years beginning after December 15, 2016. The standard permits the use of either a full retrospective or a modified retrospective approach.

The Company intends to adopt the new guidance on April 1, 2018, with a cumulative-effect adjustment, if any, to opening retained earnings under the modified retrospective approach. The Company’s implementation of this ASU includes the evaluation of its customer agreements to identify terms or conditions that could be considered a performance obligation such that, if material to the terms of the contract, consideration would be allocated to the performance obligation and could accelerate or defer the timing of recognizing revenue. The Company’s evaluation of the new guidance is not yet complete; however, based on the nature of the Company’s primary revenue sources and current policies, excluding McCall, the Company does not expect a significant change in the timing and presentation of recognizing its revenue, but does expect there to be a material impact on disclosures. The Company is currently evaluating the impact of adoption of ASU 2014-09 will have on its consolidated financial statements in respect to revenue related to its recent McCall acquisition.

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.

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Nature of Operations (Tables)

12 Months Ended

Mar. 31, 2017

Nature of Operations and Basis of Presentation [Abstract]

Schedule of description of subsidiaries

Name	Place of incorporation and kind of legal entity	Principal activities and place of operation	Particulars paid-up capital	Effective interest held
Man Loong Bullion Company Limited (“Man Loong”)	Hong Kong, a limited liability company	Provision of sub-agency service in London gold dealing	HK$10,152,000	100%
Shenzhen Qianhai Man Loong Bullion Company Limited (“SQML”)	The PRC, a limited liability company	Provision of gold trading service in the PRC	RMB2,000,000	100%

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Mar. 31, 2017

Summary of Significant Accounting Policies [Abstract]

Schedule of estimated useful lives of the assets

Office equipment	5 years
Furniture and fixtures	5 years
Computer equipment	5 years

Schedule of foreign exchange rates translation

	2017		2016
Year end USD/HKD exchange rate		7.7704		7.7540
Average USD/HKD exchange rate:		7.7584		7.7567
Year end RMB/HKD exchange rate		1.1275		1.2021
Average RMB/HKD exchange rate:		1.1533		1.2247

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Deposits and Prepaid Expenses (Tables)

12 Months Ended

Mar. 31, 2017

Deposits and Prepaid Expenses [Abstract]

Schedule of deposits and prepaid expenses

	2017			2016
Current
Prepaid rent and occupancy expenses		$	42,142		$	29,819
Noncurrent
Rent and occupancy deposits			188,010			141,084
Total deposits and prepaid expenses		$	230,152		$	170,903

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Equipment (Tables)

12 Months Ended

Mar. 31, 2017

Property and Equipment [Abstract]

Schedule of property and equipment, including leasehold improvements

	2017			2016
Office equipment	$	206,345		$	206,345
Computer equipment		59,919			59,919
Furniture and fixtures		111,916			65,774
		378,180			332,038
Less: Accumulated depreciation		(153,830	)		(78,231	)
Equipment, net	$	224,350		$	253,807

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General and Administrative Expenses (Tables)

12 Months Ended

Mar. 31, 2017

General and Administrative Expense [Abstract]

Schedule of general and administrative expenses

	2017		2016
Marketing expenses	$	281,639	$	334,848
Trading platform rent		92,139		162,882
Transportation		5,095		25,243
Internet		22,226		20,457
Travel and entertainment		11,690		19,633
Computers and software		38,710		42,972
Legal and professional		169,843		214,780
Licenses		16,778		28,842
Occupancy		469,391		567,050
Advertising		53,266		29,381
Other		100,580		138,456
Total general and administrative expense	$	1,261,357	$	1,584,544

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Income Taxes (Tables)

12 Months Ended

Mar. 31, 2017

Income Taxes [Abstract]

Summary of income (loss) before income taxes

	2017			2016
Tax jurisdictions from:
Local	$	(85,605	)		(75,251	)
Foreign, representing:
Hong Kong		147,073			(521,302	)
The People’s Republic of China		(90,885	)		-
Income (loss) before income taxes	$	(29,417	)		(596,553	)

Schedule of income tax provision (benefit)

	2017		2016
Current:
Local	$	-	$	-
Foreign, representing:
Hong Kong		-		(102,836	)
The People’s Republic of China		-		-
Total current tax		-		(102,836	)
Deferred:
Local		-		-
Foreign, representing:
Hong Kong		25,688		16,033
The People’s Republic of China		-		-
Total deferred tax		25,688		16,033
Total income tax expenses (benefit)	$	25,688	$	(86,803	)

Schedule of reconciliation of the income tax provision (benefit)

	2017			2016
Income tax expense (benefit) at the U.S. statutory tax rate	$	(10,002	)	$	(202,829	)
Valuation allowance on U.S. and PRC net operating loss carryforwards		51,826			25,585
Impact of foreign operations		(17,558	)		91,228
Other		1,422			(787	)
Income tax expense (benefit)	$	25,688		$	(86,803	)

Schedule of Deferred Tax Assets and Liabilities

	2017			2016
Deferred tax assets:
Net operating loss carryforwards:
-United States of America	$	156,503		$	127,398
-Hong Kong		71,221			101,960
-The People’s Republic of China		22,721			-
Total deferred tax assets		250,445			229,358
Less: valuation allowance		(179,224	)		(127,398	)
Deferred tax assets	$	71,221		$	101,960

	2017		2016
Deferred tax liabilities, non-current
Property, plant and equipment	$	466	$	5,517

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Earnings (Loss) Per Share (Tables)

12 Months Ended

Mar. 31, 2017

Earnings (Loss) Per Share [Abstract]

Schedule of basic and diluted earnings (loss) per share

	2017			2016
Numerator
Net income (loss) attributable to common stakeholders	$	(55,105	)	$	(509,750	)
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	)

*Less than $0.001

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Commitments and contingencies (Tables)

12 Months Ended

Mar. 31, 2017

Commitments and contingencies [Abstract]

Schedule of future annual minimum lease payments

Years ending March 31,
2018	$	500,328
2019		292,278
	$	792,606

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Nature of Operations (Details) - 12 months ended Mar. 31, 2017 - Limited liability company	HKD	CNY (¥)
Man Loong Bullion Company Limited ("Man Loong") | Hong Kong
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Principal activities and place of operation	Provision of sub-agency service in London gold dealing
Particulars paid-up capital | HKD	HKD 10,152,000
Effective interest held	100.00%
Shenzhen Qianhai Man Loong Bullion Company Limited ("SQML") | PRC
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Principal activities and place of operation	Provision of gold trading service in the PRC
Particulars paid-up capital | ¥		¥ 2,000,000
Effective interest held	100.00%

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Nature of Operations (Detail Textuals) - Man Loong Bullion Company Limited ("Man Loong") - Limited liability company - HONG KONG	Apr. 03, 2013
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Ownership description	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.
Ownership percentage by Man Loong	100.00%

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Summary of Significant Accounting Policies (Details)	12 Months Ended
	Mar. 31, 2017
Office equipment
Property, Plant and Equipment [Line Items]
Equipment estimated useful lives	5 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Equipment estimated useful lives	5 years
Computer equipment
Property, Plant and Equipment [Line Items]
Equipment estimated useful lives	5 years

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Summary of Significant Accounting Policies (Details 1)	12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Year end USD/HKD exchange rate
Accounting Policy [Line Items]
Average foreign exchange rate	7.7704	7.754
Year end RMB/HKD exchange rate
Accounting Policy [Line Items]
Average foreign exchange rate	1.1275	1.2021
Average RMB/HKD exchange rate:
Accounting Policy [Line Items]
Average foreign exchange rate	1.1533	1.2247
Average USD/HKD exchange rate:
Accounting Policy [Line Items]
Average foreign exchange rate	7.7584	7.7567

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Summary of Significant Accounting Policies (Detail Textuals) - USD ($)	12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Summary of Significant Accounting Policies [Abstract]
Advertising expense	$ 53,266	$ 29,381
Customer deposits description	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.

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Deposits and Prepaid Expenses (Details) - USD ($)	Mar. 31, 2017	Mar. 31, 2016
Current
Prepaid rent and occupancy expenses	$ 42,142	$ 29,819
Noncurrent
Rent and occupancy deposits	188,010	141,084
Total deposits and prepaid expenses	$ 230,152	$ 170,903

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Loan receivable from Global Long (Detail Textuals)	Apr. 03, 2015 USD ($)	Mar. 31, 2017 USD ($)	Mar. 31, 2016 USD ($)	Apr. 03, 2015 HKD
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loan receivable from Global Long		$ 772,157	$ 773,793
Global Long
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loan receivable from Global Long	$ 773,332			HKD 6,000,000
Interest rate on loan	6.00%

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Equipment (Details) - USD ($)	Mar. 31, 2017	Mar. 31, 2016
Property, Plant and Equipment [Line Items]
Equipment, gross	$ 378,180	$ 332,038
Less: Accumulated depreciation	(153,830)	(78,231)
Equipment, net	224,350	253,807
Office equipment
Property, Plant and Equipment [Line Items]
Equipment, gross	206,345	206,345
Computer equipment
Property, Plant and Equipment [Line Items]
Equipment, gross	59,919	59,919
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Equipment, gross	$ 111,916	$ 65,774

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Equipment (Detail Textuals) - USD ($)	12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Property and Equipment [Abstract]
Depreciation expense	$ 75,599	$ 80,976

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Customer Deposits (Detail Textuals) - USD ($)	Mar. 31, 2017	Mar. 31, 2016
Customer Deposits Disclosure [Abstract]
Customer deposits	$ 212,886	$ 187,037

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General and Administrative Expenses (Details) - USD ($)	12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
General and Administrative Expense [Abstract]
Marketing expenses	$ 281,639	$ 334,848
Trading platform rent	92,139	162,882
Transportation	5,095	25,243
Internet	22,226	20,457
Travel and entertainment	11,690	19,633
Computers and software	38,710	42,972
Legal and professional	169,843	214,780
Licenses	16,778	28,842
Occupancy	469,391	567,050
Advertising	53,266	29,381
Other	100,580	138,456
Total general and administrative expense	$ 1,261,357	$ 1,584,544

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Pension Plan (Detail Textuals) - USD ($)	12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Compensation and Retirement Disclosure [Abstract]
Total contributions made by the Company	$ 30,290	$ 53,107

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Income Taxes (Details) - USD ($)	12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Tax jurisdictions from:
Local	$ (85,605)	$ (75,251)
Income (loss) before income taxes	(29,417)	(596,553)
HONG KONG
Tax jurisdictions from:
Foreign	147,073	(521,302)
The People's Republic of China
Tax jurisdictions from:
Foreign	$ (90,885)

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Income Taxes (Details 1) - USD ($)	12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Current:
Local
Total current tax		(102,836)
Deferred:
Local
Total deferred tax	25,688	16,033
Total income tax expenses (benefit)	25,688	(86,803)
Hong Kong
Current:
Foreign		(102,836)
Deferred:
Foreign	25,688	16,033
The People's Republic of China
Current:
Foreign
Deferred:
Foreign

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Income Taxes (Details 2) - USD ($)	12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Income Taxes [Abstract]
Income tax expense (benefit) at the U.S. statutory tax rate	$ (10,002)	$ (202,829)
Valuation allowance on U.S. and PRC net operating loss carryforwards	51,826	25,585
Impact of foreign operations	(17,558)	91,228
Other	1,422	(787)
Income tax expense (benefit)	$ 25,688	$ (86,803)

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Income Taxes (Details 3) - USD ($)	Mar. 31, 2017	Mar. 31, 2016
Deferred tax assets:
Total deferred tax assets	$ 250,445	$ 229,358
Less: valuation allowance	(179,224)	(127,398)
Deferred tax assets	71,221	101,960
Deferred tax liabilities, non-current
Property, plant and equipment	466	5,517
United States of America
Deferred tax assets:
Total deferred tax assets	156,503	127,398
Hong Kong
Deferred tax assets:
Total deferred tax assets	71,221	101,960
The People's Republic of China
Deferred tax assets:
Total deferred tax assets	$ 22,721

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Income Taxes (Detail Textuals) - USD ($)	12 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Tax Credit Carryforward [Line Items]
Operating loss carryforwards	$ 460,305
Operating loss valuation allowance	157,000
Deferred tax assets	$ 71,221	$ 101,960
Operating loss carryforwards, expiration date	Mar. 31, 2036
Deferred tax liabilities	$ 466	$ 5,517
Hong Kong | Man Loong Bullion Company Limited ("Man Loong")
Tax Credit Carryforward [Line Items]
Statutory income tax rate	16.50%
The People's Republic of China | Shenzhen Qianhai Man Loong Bullion Company Limited ("SQML")
Tax Credit Carryforward [Line Items]
Statutory income tax rate	25.00%

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Earnings (Loss) Per Share (Details) - USD ($)		12 Months Ended
		Mar. 31, 2017	Mar. 31, 2016
Numerator
Net income (loss) attributable to common stakeholders		$ (55,105)	$ (509,750)
Denominator
Weighted average shares of common stock (basic and diluted) (in shares)		512,600,000	512,600,000
Basic and diluted earnings (loss) per common share (in dollars per share)	[1]	$ (0.00)	$ (0.00)

[1] Less than $0.001

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Related Party Transactions and Balances (Detail Textuals) - USD ($)	1 Months Ended		12 Months Ended
	Apr. 30, 2013	May 27, 2011	Mar. 31, 2017	Mar. 31, 2016
Related Party Transaction [Line Items]
Salaries and director compensation			$ 43,023	$ 30,941
True Technology Company Limited ("True Technology")
Related Party Transaction [Line Items]
Related party internet service fees	$ 3,868	$ 12,894
Rental fees			$ 46,401	$ 46,412

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Commitments and contingencies (Details)	Mar. 31, 2017 USD ($)
Years ending March 31,
2018	$ 500,328
2019	292,278
Future annual minimum lease payments	$ 792,606

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Commitments and contingencies (Detail Textuals)	1 Months Ended
	Sep. 30, 2015 USD ($) ft²	Dec. 31, 2012 USD ($) ft²	May 27, 2011 USD ($)
Commitments And Contingencies [Line Items]
Area of office space | ft²	5,500	10,000
Lease deposits	$ 147,397	$ 192,000
Management fee payments	$ 27,209	$ 46,647
Leasing payments term	35 months	29 months
True Technology Company Limited ("True Technology")
Commitments And Contingencies [Line Items]
Fees paid			$ 12,894
Renewal term			2 years
Monthly payment			$ 3,866
Lease expiration date			Mar. 31, 2019