UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
| x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2015
or
| o 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 000-55421
Worlds Mall, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 81-1877558 | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
102 Qingnian Road Luogang District, Guangzhou Guangdong Province, People’s Republic of China |
N/A | |
| (Address of principal executive offices) | (Zip Code) |
(214) 566 8233
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class: | Name of each exchange on which registered: | |
| None | None |
Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, $0.001 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o 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 o No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o |
| Non-accelerated filer | o | 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 Act). Yes x No o
State the aggregate market value of the voting and non-voting common equity held by non-affiliates: none.
As of April 13, 2016, the number of shares of common stock of the registrant outstanding is 21,900,000, par value $0.001 per share.
TABLE OF CONTENTS
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CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This Annual Report on Form 10-K contains “forward-looking statements”. Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.
We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Annual Report on Form 10-K and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.
These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Annual Report on Form 10-K. All subsequent written and oral forward-looking statements concerning other matters addressed in this Annual Report on Form 10-K and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Annual Report on Form 10-K.
Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.
Overview
Worlds Mall, Inc. (the “Company”) was incorporated on March 10, 2011 under the laws of the State of Nevada. The Company plans to develop an e-commerce website that will connect retail stores with customers around the world. The Company was formed to develop an e-commerce website that will connect retail stores with customers around the world. We believe that companies tend to market their e-commerce websites within the country or region that they are from and only to customers that speak the language of their country. Our goal is to globalize the retail market by eliminating language barriers along and providing better exposure to such companies. Worlds Mall wants to be a portal for retail sellers to connect to the world.
We are a development stage company, and to date, we have limited operating history for investors to evaluate the potential of our business development. As such, we have not built our customer base or our brand name. In addition, our sources of cash are only adequate to maintain operations for the next 18 months. If we are unable to raise additional cash, we will either have to suspend or cease our expansion plans entirely.
Recent Change of Control
On December 15, 2015, Thomas Wikstrom, our former President and CEO and Min Huang, our current President and CEO, entered into a stock purchase agreement (the “Stock Purchase Agreement”), whereby Mr. Huang purchased from the Mr. Wikstrom 18,000,000 shares of common stock, par value $0.001 per share, of the Company, representing approximately 82.19% of the issued and outstanding shares of the Company, for an aggregate purchase price of $330,000 (the “Change of Control”).
3
As a result of the Change of Control, Mr. Huang has obtained majority interest of the Company. In connection with the Change of Control, Mr. Huang was appointed an officer and director of the Company. In addition to Company’s current business plan, the Company plans to acquire an E-commerce marketplace based in China that would connect retail consumers and small to midsize businesses. There is no assurance at this point, however, that such plan will be executed or the acquisition will be completed.
Our Business
Worlds Mall Inc. is a development stage company that has no revenue. The Company has no track record and may never have any revenues. An investment in Worlds Mall Inc. should be considered extremely risky as an investor could lose all of their investment if the Company fails to meet their goals and projections.
Despite our acquisition plan, we still plan on designing and building a virtual 3D website that will allow customers to navigate through a virtual mall of a country of their choice. For instance, if a customer in the United States chooses to visit a mall in Italy they will click on or do a search for Italy which will take them to a virtual mall that will display stores based in Italy. The site will translate the language based on the customer’s country of origin. We will help the smaller retailers with e-commerce sites reach a much larger customer base.
We plan to purchase a license to use language translation software from a software company that has already developed it and that is ready to use. Many companies offer translation software at an annual cost of $5,000 per language. Technical support by the development company is included in the price. We plan to initially translate nine different languages (English, French, Spanish, Italian, Mandarin, Cantonese, Hindi, German and Japanese).
We plan to create a website that a customer will navigate a virtual person through a 3D mall. This type of technology has already been used by many gaming companies for use in 3D video games. Therefore, the Company will not have to pay to have a programmer invent this technology as it already exists and is used in many different applications by many companies. We plan to purchase a license to use 3D gaming software from a gaming software company that has already been developed and in use. The cost to license this software on an annual basis is $$65,000. Technical support by the development company is included in the price.
Worlds Mall's website will be designed to be user friendly to a person who speaks any of the nine languages that the company will translate. Each store that advertises on our website will be responsible for the e-commerce transaction and shipping the product(s) between them and their customer. Worlds Mall Inc. will only charge retailers a small monthly fee of US$29.00 to have a link on their site but estimates that it will generate the majority of its revenue from 'pay per click' advertising.
Competition
When running 'Google' searches for phrases such as “e-commerce language translation websites”, “retail language translation websites”, “shopping on e-commerce websites”, “shopping on e-commerce websites in Italy”, etc., we are only able to find a handful of retail stores that provide an e-commerce website of their own offering language translation. Similar services are available on the website of larger stores, which typically have a large marketing budget. We plan to focus on attracting smaller retailers that would not normally market their website to the rest of the world in different languages.
Marketing Strategy
We plan to market our retail e-commerce website (www.shopworldsmall.com) on most search engines. We plan to use “pay per click” on search engines initially until its website can get a good ranking generically. We also plan to use “pay per click” advertising on other websites that we feels will reach the appropriate customers.
We plan to search for and contact retailers to advertise on our website. We plan to use many means to acquire customers such as doing web searches and visiting retailers in person. We will initially offer retailers to advertise their company on its website free of charge so that they can establish a base of retailers on our site. We believe that this will make our website appear more viable to retailers that might be willing to pay to advertise in the future.
On May 4, 2012, we purchased the www.shopworldsmall.com through godaddy.com for a term of nine years for $119.
Government Regulation
We do not expect any governmental regulations to have an impact on any of our planned business operations.
4
We are aware of and will be responsible for its corporate taxes, payroll taxes, SEC filings, and business licenses.
New laws or regulations may impact our ability to market our website in the future. However, we are not aware of any pending laws or regulations that would presently have an impact on our business.
Employees
We currently have 2 part-time employees, consisting of our President and CEO, Min Huang, and our Treasurer, Secretary and CFO, Yimin Sun.
Smaller reporting companies are not required to provide the information required by this item.
Item 1B. Unresolved Staff Comments
Smaller reporting companies are not required to provide the information required by this item.
As of the Change of Control described above, our principal executive office has been moved to 102 Qingnian Road, Luogang District, Guangzhou, Guangdong Province, People’s Republic of China, and our telephone number is (214) 566 8233. The Company has been provided office space by Min Huang, an officer and Director of the Company, at no cost.
To the best of our knowledge, there are no material pending legal proceedings to which we are a party or of which any of our property is the subject. 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.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our common stock is currently quoted on OTC Markets under the symbol “WMAL.” There has been no established public trading market for our common stock. We can provide no assurance that the public market of our shares of common stock will materialize.
Holders of Capital Stock
As of the date of this annual report, we had 40 holders of our common stock.
Stock Option Grants
We do not have a stock option plan in place and have not granted any stock options at this time.
Dividends
To date, we have not declared or paid any dividends on our common stock. We currently do not anticipate paying any cash dividends in the foreseeable future on our common stock. Although we intend to retain our earnings, if any, to finance the exploration and growth of our business, our Board of Directors has the discretion to declare and pay dividends in the future.
5
Payment of dividends in the future will depend upon our earnings, capital requirements, and any other factors that our Board of Directors deems relevant.
Recent Sales of Unregistered Securities
None.
Item 6. Selected Financial Data.
Smaller reporting companies are not required to provide the information required by this item.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation.
You should read the following discussion together with our financial statements and the related notes included elsewhere in this annual report on Form 10-K.. This discussion contains forward-looking statements that are based on our current expectations, estimates and projections about our business and operations. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements.
Business Overview
Worlds Mall, Inc. (the “Company”) is a development stage company that was incorporated on March 10, 2011 under the laws of the State of Nevada. The Company plans to develop an e-commerce website that will connect retail stores with customers around the world. The Company was formed to develop an e-commerce website that will connect retail stores with customers around the world. We believe that companies tend to market their e-commerce websites within the country or region that they are from and only to customers that speak the language of their country. Our goal is to globalize the retail market by eliminating language barriers along and providing better exposure to such companies. Worlds Mall wants to be a portal for retail sellers to connect to the world. . In addition to Company’s current business plan, the Company plans to acquire an E-commerce marketplace based in China that would connect retail consumers and small to midsize businesses. There is no assurance at this point, however, that such plan will be executed or the acquisition will be completed.
We are a development stage company, and to date, we have limited operating history for investors to evaluate the potential of our business development. As such, we have not built our customer base or our brand name. We believe we will need to raise additional capital to sustain our operations. If we are unable to raise additional cash, we will either have to suspend or cease our expansion plans entirely.
Recent Change of Control
On December 15, 2015, Thomas Wikstrom, our former President and CEO and Min Huang, our current President and CEO, entered into a stock purchase agreement (the “Stock Purchase Agreement”), whereby Mr. Huang purchased from the Mr. Wikstrom 18,000,000 shares of common stock, par value $0.001 per share, of the Company, representing approximately 82.19% of the issued and outstanding shares of the Company, for an aggregate purchase price of $330,000 (the “Change of Control”).
As a result of the Change of Control, Mr. Huang has obtained majority interest of the Company. In connection with the Change of Control, Mr. Huang was appointed an officer and director of the Company. In addition to Company’s current business plan, the Company plans to acquire an E-commerce marketplace based in China that would connect retail consumers and small to midsize businesses. There is no assurance at this point, however, that such plan will be executed or the acquisition will be completed.
Plan of Operations
We anticipate completing our website in four to five months once we obtain sufficient capital. We have not yet determined when we will begin to generate revenues.
Over the next twelve month period, we must raise additional capital for site development, server management, one new programmer and marketing. Our estimated expenses consist of the following:
| · | Expected lease of 1,500 sq. ft. of office space: $18,000 ($1,500 monthly) |
| · | Phone bill including long distance calling: $4,800 ($400 per month) |
| · | Website creation: $125,000 |
| · | Web hosting: $1,200 |
| · | Bookkeeping/Accounting: $15,000 |
6
| · | Marketing: $80,000 |
| · | Computers/printers/furniture etc: $10,000 |
| · | Travel expenses: $60,000 |
| · | Employee payroll: $65,000 |
| · | Attorney fees: $20,000 |
| · | Electronic filing fees: $3,000 |
| · | Miscellaneous fees: $5,000 |
| · | Licensing of 3D gaming software: $65,000 (annually) |
| · | Language translation software: $45,000 (annually for the translation of 9 languages) |
Based on our financial history since inception, there is substantial doubt as to our ability to continue as a going concern. The Company had a deficit accumulated since inception and a net loss and net cash used in operating activities since inception.
Results of Operations – Fiscal Year ended December 31, 2015 and 2014
No revenue has been generated by the Company since inception. The Company's financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.
The Company has a minimum cash balance available for payment of ongoing operating expenses, has experienced losses from operations, and it does not have a source of revenue. Its continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company.
Our operating expenses for the year ended December 31, 2015 were $84,903 compared to operating expenses of $27,251 for the year ended December 31, 2014. The significant increase is primarily attributed to the increase of professional fees and general and administrative expenses in 2015.
The Company’s net loss for the year ended December 31, 2015 was $84,903 compared to $27,251 for the year ended December 31, 2014. The significant increase is primarily attributed to the increase of the operating expenses.
Liquidity and Capital Resources
For the fiscal year ended December 31, 2015, the net cash used for operating activities was $84,365; the net cash provided by financing activities was $51,107, resulting in a decrease in cash of $33,258 as of December 31, 2015.
The following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities for the fiscal year ended December 31, 2015:
| For the fiscal year ended December 31, 2015 | ||||
| Net Cash (Used in) Operating Activities | $ | (84,365 | ) | |
| Net Cash Provided by Investing Activities | - | |||
| Net Cash Provided by Financing Activities | 51,107 | |||
| Net Decrease in Cash and Cash Equivalents | $ | (33,258 | ) | |
The Company has no assets and has generated no revenues since inception. The Company is also dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan of seeking a combination with a private operating company. If continued funding and capital resources are unavailable at reasonable terms, the Company may not be able to implement its plan of operations. The Company also does not have sufficient cash to continue for the next twelve months.
Going Concern
Our financial statements have been prepared assuming that we will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
7
As reflected in the financial statements, we had an accumulated deficit at December 31, 2015, a net loss and net cash used in operating activities for the reporting period then ended. These factors raise substantial doubt about our ability to continue as a going concern.
Our cash position is not sufficient to support its daily operations. While we believe in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of our company to continue as a going concern is dependent upon our ability to further implement our business plan and generate sufficient revenue and in our ability to raise additional funds.
Significant and Critical Accounting Policies and Practices
While our significant accounting policies are more fully described in Note 2 to our financial statements for the reporting period ended December 31, 2015, we believe that the following accounting policy are the most critical to aid you in fully understanding and evaluating this management discussion and analysis.
Recent Accounting Pronouncements
We do not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Contractual Obligations
We do not have any contractual obligations at this time.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Smaller reporting companies are not required to provide the information required by this item.
8
Item 8. Financial Statements and Supplementary Data
Worlds Mall, Inc.
December 31, 2015 and 2014
Index to Financial Statements
| F-1 |
 | D. Brooks and Associates CPA’s, P.A. Certified
Public Accountants |
Valuation Analysts
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Worlds Mall, Inc.
We have audited the accompanying balance sheets of Worlds Mall, Inc. as of December 31, 2015, and the related statements of operations, stockholders’ deficit, and cash flows for the year then ended. Worlds Mall, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on this 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 audits to obtain reasonable assurance about whether the 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 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 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 audits provide a reasonable basis for our opinion.
We were not engaged to examine management’s assertion about the effectiveness of Worlds Mall, Inc.’s internal control over financial reporting as of December 31, 2015, accordingly, we do not express an opinion thereon.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Worlds Mall, Inc. as of December 31, 2015, and the results of its operations and cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company incurred operating losses and negative cash flows from operations during the year ended December 31, 2015. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 3 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| D. Brooks and Associates CPA’s, P.A. | |
| West Palm Beach, FL | |
| April 14, 2016 | |
D. Brooks and Associates CPA’s, P.A. 319 Clematis Street, Suite 318, West Palm Beach, FL 33401 – www.dbrookscpa.com
| F-2 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Worlds Mall Inc.
We have audited the accompanying balance sheet of Worlds Mall Inc. (the “Company”) as of December 31, 2014, and the related statements of operations, stockholders' equity (deficit) and cash flows for the year then ended. These 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 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 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 purposes of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining on a test basis, evidence supporting the amount and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2014, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company had an accumulated deficit at December 31, 2014, net loss and net cash used in operating activities for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/Li and Company, PC
Li and Company, PC
Skillman, New Jersey
March 31, 2015
| F-3 |
Balance Sheets
| December 31, 2015 | December 31, 2014 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | $ | 871 | $ | 34,129 | ||||
| Total current assets | 871 | 34,129 | ||||||
| Total Assets | $ | 871 | $ | 34,129 | ||||
| Liabilities and Stockholders' Equity (Deficit) | ||||||||
| Current Liabilities | ||||||||
| Accrued expenses | $ | 3,952 | $ | 3,414 | ||||
| Advances from stockholder | - | 2,494 | ||||||
| Total current liabilities | 3,952 | 5,908 | ||||||
| Stockholders' Equity (Deficit) | ||||||||
| Preferred stock par value $0.001: 500,000,000 shares authorized; none issued or outstanding | - | - | ||||||
| Common stock par value $0.001: 500,000,000 shares authorized; 21,900,000 shares issued and outstanding | 21,900 | 21,900 | ||||||
| Additional paid-in capital | 111,701 | 58,100 | ||||||
| Accumulated deficit | (136,682 | ) | (51,779 | ) | ||||
| Total Stockholders' Equity (Deficit) | (3,081 | ) | 28,221 | |||||
| Total Liabilities and Stockholders' Equity (Deficit) | $ | 871 | $ | 34,129 | ||||
See accompanying notes to financial statements.
| F-4 |
Statements of Operations
| For the Year | For the Year | |||||||
| Ended | Ended | |||||||
| December 31, 2015 | December 31, 2014 | |||||||
| Revenue | $ | - | $ | - | ||||
| Operating expenses | ||||||||
| Professional fees | 81,362 | 26,627 | ||||||
| General and administrative expenses | 3,541 | 624 | ||||||
| Total operating expenses | 84,903 | 27,251 | ||||||
| Loss before income tax provision | (84,903 | ) | (27,251 | ) | ||||
| Income tax provision | - | - | ||||||
| Net loss | $ | (84,903 | ) | $ | (27,251 | ) | ||
| Earnings per share | ||||||||
| - Basic and Diluted | $ | (0.00 | ) | $ | (0.00 | ) | ||
| Weighted average common shares outstanding | ||||||||
| - Basic and Diluted | 21,900,000 | 21,900,000 | ||||||
See accompanying notes to financial statements.
| F-5 |
Statement of Stockholders' Equity (Deficit)
| Common Stock Par Value $0.001 | ||||||||||||||||||||
| Number of Shares | Amount | Additional Paid-in Capital | Accumulated Deficit | Total Stockholders' Equity (Deficit) | ||||||||||||||||
| Balance as of December 31, 2013 | 21,900,000 | $ | 21,900 | $ | 48,100 | $ | (24,528 | ) | $ | 45,472 | ||||||||||
| Capital contribution | 10,000 | 10,000 | ||||||||||||||||||
| Net loss | (27,251 | ) | (27,251 | ) | ||||||||||||||||
| Balance as of December 31, 2014 | 21,900,000 | 21,900 | 58,100 | (51,779 | ) | 28,221 | ||||||||||||||
| Capital contribution | 53,601 | 53,601 | ||||||||||||||||||
| Net loss | (84,903 | ) | (84,903 | ) | ||||||||||||||||
| Balance as of December 31, 2015 | 21,900,000 | $ | 21,900 | $ | 111,701 | $ | (136,682 | ) | $ | (3,081 | ) | |||||||||
See accompanying notes to financial statements.
| F-6 |
Statements of Cash Flows
| For the Year | For the Year | |||||||
| ended | ended | |||||||
| December 31, 2015 | December 31, 2014 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net loss | $ | (84,903 | ) | $ | (27,251 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accrued expenses | 538 | 3,414 | ||||||
| Net Cash Used in Operating Activities | (84,365 | ) | (23,837 | ) | ||||
| Cash Flows from Financing Activities | ||||||||
| Advances from (repayment to) stockholder | (2,494 | ) | 846 | |||||
| Capital contribution | 53,601 | 10,000 | ||||||
| Collection of stock subscription receivable | - | 1,000 | ||||||
| Net Cash Provided by Financing Activities | 51,107 | 11,846 | ||||||
| Net Change in Cash | (33,258 | ) | (11,991 | ) | ||||
| Cash - beginning of year | 34,129 | 46,120 | ||||||
| Cash - end of year | $ | 871 | $ | 34,129 | ||||
| Supplemental disclosure of cash flow information: | ||||||||
| Interest paid | $ | - | $ | - | ||||
| Income tax paid | $ | - | $ | - | ||||
See accompanying notes to financial statements.
| F-7 |
Notes to Financial Statements
Note 1 - Organization and Operations
Worlds Mall, Inc.
Worlds Mall, Inc. (the “Company”) was incorporated on March 10, 2011 under the laws of the State of Nevada. The Company plans to develop an e-commerce website that will connect retail stores with customers around the world.
On December 15, 2015, pursuant to the terms of the Stock Purchase Agreement, Purchasers purchased a total of 18,000,000 shares of the issued and outstanding common stock of the Company, representing 82.19% of the total issued and outstanding stock of the Company, from Thomas Wikstrom, or the majority shareholder of the Company. This resulted in a change in control of the Company.
In connection with the change in control, the Company plans to implement its business plan by acquiring an online finance marketplace or platform based in China that would connect investors and individual borrowers. There is no assurance at this point, however, that such plan will be executed. The Company also changed the location of its executive offices to Qingnian Road, Luogang District, Guangzhou, Guangdong Province, People’s Republic of China.
Note 2 - Significant and Critical Accounting Policies and Practices
Basis of Presentation
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were:
| (i) | Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business; |
| (ii) | Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, (d) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors. |
These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.
Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.
Actual results could differ from those estimates.
| F-8 |
Fair Value of Financial Instruments
The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses approximate their fair value because of the short maturity of this instrument.
Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.
Cash Equivalents
The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.
Related Parties
The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.
Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company (“Affiliate” means, with respect to any specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person, as such terms are used in and construed under Rule 405 under the Securities Act); b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
Commitment and Contingencies
The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
Revenue Recognition
The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.
| F-9 |
Deferred Tax Assets and Income Tax Provision
The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.
The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.
Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.
Earnings per Share
Earnings per share ("EPS") is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16 Basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.
There were no potentially dilutive common shares outstanding for the reporting periods ended December 31, 2015 and 2014.
Recently Issued Accounting Pronouncements
Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying financial statements.
Note 3 – Going Concern
The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.
As reflected in the financial statements, the Company had an accumulated deficit at December 31, 2015, a net loss and net cash used in operating activities for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
The Company is attempting to commence operations and generate sufficient revenue; however, the Company’s cash position may not be sufficient to support its daily operations. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue and in its ability to raise additional funds.
| F-10 |
The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Note 4 – Stockholders’ Equity
Shares Authorized
Upon formation the total number of shares of all classes of stock which the Company is authorized to issue is One Billion (1,000,000,000) shares of which Five Hundred Million (500,000,000) shares shall be Preferred Stock, par value $0.001 per share, and Five Hundred Million (500,000,000) shares shall be Common Stock, par value $0.001 per share.
On December 15, 2015, pursuant to the terms of the Stock Purchase Agreement, Purchasers purchased a total of 18,000,000 shares of the issued and outstanding common stock of the Company, representing 82.19% of the total issued and outstanding stock of the Company, from the former CEO, who was the majority shareholder of the Company.
Note 5 – Related Party Transactions
Free Office Space
The Company has been provided office space by its previous Chief Executive Officer at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statement.
Advances from stockholder
As of December 31, 2015, a former stockholder of the Company advanced $2,494 to the Company for working capital purpose, which were repaid back to the stockholder.
Capital Contribution
During the year ended December 31, 2014, the former CEO of the Company contributed $10,000 to the Company, which was recorded as additional paid-in capital.
During the year ended December 31, 2015, the former CEO of the Company contributed $53,601 to the Company, which was recorded as additional paid-in capital.
Note 6 – Deferred Tax Assets and Income Tax Provision
Deferred Tax Assets
At December 31, 2015, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $136,682 that may be offset against future taxable income through 2035. No tax benefit has been reported with respect to these net operating loss carry-forwards because the Company believes that the realization of the Company’s net deferred tax assets of approximately $46,472 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance.
Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding the probability of its realization. The valuation allowance increased approximately $28,867 and $9,265 for the reporting period ended December 31, 2015 and 2014, respectively.
Components of deferred tax assets in the balance sheets are as follows:
| December 31, 2015 | December 31, 2014 | |||||||
| Net deferred tax assets – non-current: | ||||||||
| Expected income tax benefit from NOL carry-forwards | $ | 46,472 | $ | 17,605 | ||||
| Less valuation allowance | (46,472 | ) | (17,605 | ) | ||||
| Deferred tax assets, net of valuation allowance | $ | - | $ | - | ||||
| F-11 |
Income Tax Provision in the Statements of Operations
A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income tax provision is as follows:
| For the year ended December 31, 2015 | For the year ended December 31, 2014 | |||||||
| Federal statutory income tax rate | 34.0 | % | 34.0 | % | ||||
| Change in valuation allowance on net operating loss carry-forwards | (34.0 | ) | (34.0 | ) | ||||
| Effective income tax rate | 0.0 | % | 0.0 | % | ||||
The Company's corporation income tax returns are subject to audit under the statute of limitations by the Internal Revenue Service and the State of Nevada for a period of three (3) years from the date they are filed. The Company has filed its corporation income tax returns since its inception. All of its tax years remain subject to examination upon filing.
Note 7 – Subsequent Events
The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent event(s) to be disclosed.
| F-12 |
Item 9. Changes in and Disagreements With Accountants On Accounting and Financial Disclosure.
On June 11, 2015, Li and Company, P.C. (“Li”) resigned as Company’s independent registered public accounting firm. The report of Li on the financial statements of the Company for the fiscal year ended December 31, 2014 and December 31, 2013, and the related statements of operations, stockholders' equity (deficit), and cash flows for the fiscal years then ended did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles other than an explanatory paragraph as to a going concern. The resignation of Li was accepted and approved by the Board of Directors of the Company. During the Company’s fiscal years ended December 31, 2014 and 2013 and any subsequent interim periods through June 11, 2015, the date of resignation, (a) there were no disagreements with Li on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Li, would have caused it to make reference thereto in its reports on the financial statements for such years and (b) there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K.
On July 25, 2015, the Board of Directors of the Company appointed D. Brooks and Associates CPA's, P.A. (“Brooks”) as its new independent registered public accounting firm to audit and review the Company’s financial statements. During the two fiscal years ended December 31, 2014 and December 31, 2013 and any subsequent interim periods through the date prior to the engagement of Brooks, neither the Company, nor someone on its behalf, has consulted Brooks regarding: either: the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and either a written report was provided to the Company or oral advice was provided that the new independent registered public accounting firm concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or any matter that was either the subject of a disagreement as defined in paragraph 304(a)(1)(iv) of Regulation S-K or a reportable event as described in paragraph 304(a)(1)(v) of Regulation S-K.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company's management, including the Company's Chief Executive Officer (the Company's principal executive officer and interim principal accounting officer), of the effectiveness of the Company's disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company's Chief Executive Officer concluded that the Company's disclosure controls and procedures are not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including Chief Executive Officer, as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our internal control system was designed to, in general, provide reasonable assurance to the Company's management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2015. The framework used by management in making that assessment was the criteria set forth in the document entitled “ Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, Based on that evaluation, our management concluded that our internal control over financial reporting was not effective, as of December 31, 2015. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that amounted to material weaknesses.
The matters involving internal control over financial reporting that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives of having segregation of the initiation of transactions, the recording of transactions and the custody of assets; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer and Chief Financial Officer in connection with the review of our financial statements as of December 31, 2015.
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Management's Remediation Initiatives
In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we plan to initiate, the following series of measures:
We plan to increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. First, we plan to create a position to segregate duties consistent with control objectives of having separate individuals perform (i) the initiation of transactions, (ii) the recording of transactions and (iii) the custody of assets. Second, we will create a senior position to focus on financial reporting and standardizing and documenting our accounting procedures with the goal of increasing the effectiveness of the internal controls in preventing and detecting misstatements of accounting information. Third, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.
Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board. We did not implement the said remedial measures in 2015. We anticipate that these remedial measures will be implemented when our financial conditions permit.
Changes in Internal Controls over financial reporting
No change in our internal control over financial reporting occurred during the fourth fiscal quarter of the year ended December 31, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
None.
Item 10. Directors, Executive Officers and Corporate Governance.
The following table sets forth the name and age of officers and director as of the date of this annual report. Our executive officers are appointed annually by our Board of Directors. Our executive officers hold their offices until they resign, are removed by the Board, or his successor is elected and qualified.
| Name | Age | Position | ||
| Min Huang | 51 | President, Chief Executive Officer and Director | ||
| Yimin Sun | 37 | Chief Financial Officer, Secretary, Treasurer and Director |
Set forth below is a brief description of the background and business experience of our executive officer and director for the past five years.
Min Huang, President, Chief Executive Officer and Director (age 51)
Mr. Min Huang has broad business experience in a number of industries. He has been the Founder and President of Lianjiang Solomon Electric Cleaning Tools Co., Ltd. since 1995. Mr. Huang founded Guangzhou Solomon Auto Artificial Intelligence Technology Co., Ltd. in 2002 and has been President and Chairman of the company since. In 2012, Mr. Huang founded Yunlian International Investment Group (HK) Co., Ltd for which he is currently the President. In 2014, Mr. Huang founded Guangzhou Yunlianhui Internet Technology Co., Ltd. and has been the President and Chairman of the Board since. Mr. Huang is also currently serving as the President and Chairman of the Board of Guangdong Solomon Industrial Co., Ltd. and President of Guangdong Yunlian Guoji Investment Management Co., Ltd.
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Yimin Sun, Chief Financial Officer, Secretary, Treasurer and Director (age 37)
An accomplished financier and executive manager, Mr. Sun has worked in large financial institutions for the past 10 years. His areas of expertise are business development, financial planning, budgeting/forecasting, financial modeling, strategic management and executive management. Throughout his career, he has gained experience in the residential mortgage, commercial mortgage, and financial services industries. As a result, he has developed strong working relationships within major lending institutions throughout the world.
Mr. Sun has been the Founder & President of Sino Garden International Development Corp. since 2012. He has also been the Founder & President of Chinese Heritage Brnads International Alliance, a NJ non-profit organization, since 2012. Mr. Sun was Vice President of Corporate Strategy at Lehman Brothers from 2010 to 2012. He has also been the President of Chinese Students and Scholars Association in the Greater New York Area since 2010.
As a Chinese American, Mr. Sun has a vested interest in introducing the Chinese culture and history to the rest of the world. During his MBA study at NYU’s Stern School of Business, he was heavily involved in student activities, elected the president of the Chinese Students and Scholars Association (CSSA) during 2010-2011.
Mr. Sun earned his MBA from New York University’s Stern School of Business and his Bachelor of Science degree in Business Administration from the University of Texas at Dallas. He is a CFA charter holder and a registered member of CFA Institution and New York Society of Security Analysts. He is also currently the President of Chinese Students and Scholars Association in the Greater New York Area.
Term of Office
Our directors are appointed for a one-year term to 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.
Family Relationships
There are no family relationships between any of our directors or executive officers.
Certain Legal Proceedings
To our knowledge, no director, nominee for director, or executive officer of the Company has been a party in any legal proceeding material to an evaluation of his ability or integrity during the past ten years.
Code of Ethics
The company has not adopted a Code of Ethics applicable to its Principal Executive Officer and Principal Financial Officer.
Item 11. Executive Compensation
The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us:
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Totals ($) | |||||||||||||||||||||||||
| Min Huang, President, Chief Executive Officer and Director(1) | 2015 | $ | 0 | 0 | 0 | 0 | 0 | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||||
| 2014 | $ | 0 | 0 | 0 | 0 | 0 | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||
| Yimin Sun Chief Financial Officer, Secretary, Treasurer and Director (1) | 2015 | $ | 0 | 0 | 0 | 0 | 0 | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||||
| 2014 | $ | 0 | 0 | 0 | 0 | 0 | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||||
Thomas Wikstrom, Former President, CEO, CFO & Director (2) | 2015 | $ | 0 | 0 | 0 | 0 | 0 | 0 | 0 | $ | 0 | |||||||||||||||||||||||
| 2014 | $ | 0 | 0 | 0 | 0 | 0 | 0 | 0 | $ | 0 | ||||||||||||||||||||||||
| Horst Helmrich (2) | 2015 | $ | 0 | 0 | 0 | 0 | 0 | 0 | 0 | $ | 0 | |||||||||||||||||||||||
| 2014 | $ | 0 | 0 | 0 | 0 | 0 | 0 | 0 | $ | 0 | ||||||||||||||||||||||||
| (1) | Min Huang and Yimin Sun were appointed as officers and directors on December 15, 2015. | |
| (2) | Thomas Wikstrom and Horst Helmrich resigned as officers and/or directors on December 15, 2015. |
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Option Grants
There are no stock option plans or common shares set aside for any stock option plan.
Long-Term Incentive Plan (“LTIP”) Awards Table
There were no awards made to a named executive officers in the last completed fiscal year under any LTIP
Compensation of Directors
Directors are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.
Employment Agreements
Currently, we do not have an employment agreement in place with our officers and directors.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of the date hereof with respect to the beneficial ownership of our ordinary shares, the sole outstanding class of our voting securities, by (i) each stockholder known to be the beneficial owner of 5% or more of the outstanding ordinary shares of the Company, (ii) each executive officer and director, and (iii) all executive officers and directors as a group. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. ordinary shares subject to options, warrants or convertible securities exercisable or convertible within 60 days as of the date hereof are deemed outstanding for computing the percentage of the person or entity holding such options, warrants or convertible securities but are not deemed outstanding for computing the percentage of any other person and is based on shares issued and outstanding as of April 12, 2016.
The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of the date of this annual report, of which this prospectus is a part, and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly and the shareholders listed possesses sole voting and investment power with respect to the shares shown.
| Name | Number of Shares Beneficially Owned(1) |
Percent of Class (1) | ||||||
|
Min Huang, President, Chief Executive Officer and Director 102 Qingnian Road, Luogang District, Guangzhou, Guangdong Province, People’s Republic of China |
18,000,000 | 82.19 | % | |||||
| Yimin Sun, Chief Financial Officer, Secretary, Treasurer and Director, 102 Qingnian Road, Luogang District, Guangzhou, Guangdong Province, People’s Republic of China | 0 | 0 | ||||||
| All Executive Officers and Directors as a group (2 persons) | 18,000,000 | 82.19 | % | |||||
| 5% Shareholder: None | ||||||||
| (1) | Applicable percentages are based on 21,900,000 shares outstanding, adjusted as required by rules of the SEC. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants and convertible notes currently exercisable or convertible, or exercisable or convertible within 60 days are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person. Unless otherwise indicated in the footnotes to this table, Worlds Mall believes that each of the shareholders named in the table has sole voting and investment power with respect to the shares of common stock indicated as beneficially owned by them. |
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Item 13. Certain Relationships and Related Transactions, and Director Independence.
Certain Related Party Transactions
Free Office Space
Since December 31, 2015, the Company has been provided office space by Min Huang, an officer and Director of the Company, at no cost. Prior to December 31, 2015, the Company was provided office space by Thomas Wikstrom, Company’s former President, CEO and Director, at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statement.
Advances from stockholder
As of December 31, 2015, a former stockholder of the Company advanced $2,494 to the Company for working capital purpose, which were repaid back to the stockholder.
Capital Contribution
During the year ended December 31, 2014, the former CEO of the Company contributed $10,000 to the Company, which was recorded as additional paid-in capital.
During the year ended December 31, 2015, the former CEO of the Company contributed $53,601 to the Company, which was recorded as additional paid-in capital.
Transactions with Promoters
We did not expressly engage a promoter at the time of its formation. Due to Mr. Wikstrom’s initiative in founding and organizing the business of the Company, he may be deemed to be a promoter under Securities Act Rule 405.
Independence of the Board of Directors
For a director to be “independent” under these standards, the Board must affirmatively determine that the director has no material relationship with us, either directly or as a partner, shareholder, or officer of an organization that has a relationship with us. Applying corporate governance standards, and all other applicable laws, rules and regulations, the Board of Directors has determined that none of our directors are independent. This does not constitute an independent board of directors.
Item 14. Principal Accountant Fees and Services
Audit Fees
The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s Form 10-K or 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings was $5,000 and $9,375 for the fiscal year ended December 31, 2015 and 2014, respectively.
Audit Related Fees
There were no fees for audit related services for the years ended December 31, 2015 and 2014.
Tax Fees
For the Company’s fiscal years ended December 31, 2015 and 2014, we were not billed for professional services rendered for tax compliance, tax advice, and tax planning.
All Other Fees
The Company did not incur any other fees related to services rendered by our principal accountant for the fiscal years ended December 31, 2015 and 2014.
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 thereunto duly authorized.
Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:
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- approved by our audit committee; or
- entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee's responsibilities to management.
We do not have an audit committee. Our entire board of directors pre-approves all services provided by our independent auditors.
Item 15. Exhibits, Financial Statement Schedules.
a) Documents filed as part of this Annual Report
1. Consolidated Financial Statements
2. Financial Statement Schedules
3. Exhibits
| Exhibits # | Title | |
| 3.1 | Articles of Incorporation (1) | |
| 3.2 | Certificate of Correction (1) | |
| 3.3 | By-Laws (1) | |
| 10.1 | Stock Purchase Agreement, dated December 15, 2015 by and among the Company, Thomas Wikstrom and Min Huang (2) | |
| 31.1* | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2* | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1+ | Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2+ | Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
| (1) | Incorporated by reference to the Company’s registration statement on Form S-1 filed with the SEC on June 6, 2014. |
| (2) | Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 21, 2015. |
* Filed herewith.
+In accordance with the SEC Release 33-8238, deemed being furnished and not filed.
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Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Worlds Mall, Inc. | ||
| April 14, 2016 | By: | /s/ Min Huang |
| Min Huang | ||
|
President, Chief Executive Officer and Director (Principal Executive Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Min Huang | President, Chief Executive Officer, and Director | April 14, 2016 | ||
| Min Huang | (Principal Executive Officer) | |||
| Signature | Title | Date | ||
| /s/ Yimin Sun | Chief Financial Officer, Treasurer and Secretary and Director | April 14, 2016 | ||
| Yimin Sun | (Principal Accounting Officer) | |||
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