UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (the “Exchange Act”)
For the fiscal year ended December 31, 2015
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________ to __________
Commission file number: 000-53845
THERON RESOURCE GROUP
(Exact name of small business issuer in its charter)
| Wyoming | 26-0665325 |
| (State or other jurisdiction of incorporation or | (I.R.S. Employer Identification No.) |
| organization) | |
| 17/F, Amtel Building, | |
| 144-148 Des Voeux Road Central, | |
| Hong Kong | N/A |
| (Address of principal executive offices) | (Zip Code) |
Issuer’s telephone number: 852- 2568 7518
Securities Registered Under Section 12(b) of the Exchange Act: None
Securities Registered Under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value
(Title
of class)
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 Securities Exchange
Act of 1934.
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 Exchange Act during
the past 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes[X] No [ ]
Indicate by check mark whether the registrant has submitted
electronically 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 [ ]
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 registrant’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 is a large accelerated filer, a non-accelerated filer or a smaller reporting Corporation.
| Large accelerated filer [ ] | Accelerated filer [ ] |
| Non-accelerated filer [ ] | Smaller reporting Corporation [X] |
Indicate by check mark whether the registrant is a shell
Corporation (as defined in Rule 12b-2 of the Exchange Act).
Yes
[X] No [ ]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 7,900,000 shares of Common Stock as of March 30, 2016.
As of March 30, 2016, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $1,729,000 by reference to the price at which the common equity was last sold, which was $0.91 on May 4, 2010 and there was no trading activity through the last business day of the registrant’s most recently completed second fiscal quarter.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 7,900,000 shares of Common Stock as of March 30, 2016.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
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THERON RESOURCE GROUP
TABLE OF CONTENTS
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PART I
ITEM 1. BUSINESS
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. Some discussions in this report may contain forward-looking statements that involve risk and uncertainty. A number of important factors could cause our actual results to differ materially from those expressed in any forward-looking statements made by us in this report. Forward-looking statements are often identified by words like: “believe,” “expect,” “estimate,” “anticipate,” “intend,” “project,” “goal,” “seek,” “strategy,” “future,” “likely,” and similar expressions or words which, by their nature, refer to future events.
In some cases, you can also identify forward-looking statements by terminology such as “may,” “will,” “should,” “plans,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from future results, levels of activity, performance or achievements stated or implied by these statements.
As used in this report, the terms “we,” “us,” “our,” and “Theron” or “THRO” mean Theron Resource Group, unless otherwise indicated.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States Dollars (“USD” or “US$” or “$”) and are prepared in accordance with United States Generally Accepted Accounting Principles. All references to “common shares” refer to the “common shares” in our capital stock.
Overview
We were incorporated in the State of Wyoming on April 11, 2006 as Theron Resource Group. Our statutory registered agent's office is located at 1620 Central Avenue, Suite 202, Cheyenne, Wyoming 82001 and our principal executive office is located at 17/F, Amtel Building, 144-148 Des Voeux Road Central, Hong Kong, telephone 852-2568 7518. There have been no material reclassifications, mergers, consolidations or purchases or sales of any significant amount of assets not in the ordinary course of business since the date of incorporation.
On February 21, 2007, we optioned a property containing nine mineral claim blocks in southwestern British Columbia, Canada. Upon exercise of the option, we are required to pay, commencing May 31, 2013, $25,000 per annum, as royalty. The Company currently does not intend to exercise the option on the claim.
On August 5, 2014, the Company entered into a Plan of Exchange (the “Agreement”) with the major stockholders of BG Global Phils., Inc (“BG Global”), a company incorporated in the Philippines, to acquire 91,395 shares or 99.99% of the issued and outstanding stock of BG Global at an aggregate consideration of 1,500,000 newly issued shares of stock of the Company and $1,500,000 in cash. BG Global is in the business of owning and leasing electronic gaming machines placed in venues in the Philippines. The Agreement was intended to be consummated upon written approval from the board of directors of each party and the exchange of the consideration.
To date, this transaction has not been consummated, and management believes that the Agreement has terminated pursuant to its own terms inasmuch as the conditions of closing were not met by September 30, 2014, although a written notice of termination was not given by either party thereto pursuant to Article 4 of the Agreement.
Employees
At present, we have no employees, other than Ms. Yung, our officer and director. She does not have an employment agreement with us. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. Presently there are not any personal benefits available to employees.
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ITEM 2. PROPERTIES
Our principal office is located at 17/F, Amtel Building, 144-148 Des Voeux Road Central, Hong Kong, telephone 852-2568 7518. Our principal office is provided by our major stockholder, Horizon Investment Club Limited, without charge, but such arrangement may be cancelled at anytime without notice. We believe that the condition of our principal office is satisfactory, suitable and adequate for current needs.
ITEM 3. LEGAL PROCEEDINGS
As of the date of this filing, the Company is not a party to any legal proceeding that could reasonably be expected to have material impact on its operations or finances.
PART II
| ITEM 5. |
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. |
Shares of our common stock became available for quotation on the Over-the-Counter Bulletin Board (the “OTCBB”) under the symbol “THRO” on December 17, 2009. Our common stock is currently quoted on the OTC Pink tier of the OTC Markets Group, an inter-dealer quotation and trading system. Trading in our common stock on the OTC Pink tier has been limited and sporadic and the quotations set forth below are not necessarily indicative of actual market conditions. These quotations reflect inter-dealer prices without retail mark-up, mark-down or commissions and may not reflect actual transactions.
The following table sets forth the high and low bid prices relating to our common stock for the periods indicated, as reported on Nasdaq.com. There has not been any trading activity in our common stock since May 4, 2010.
| Common Stock | ||||||
| High | Low | |||||
| Year Ended December 31, 2015 | ||||||
| Three months ended December 31, 2015 | $ | 0.0031 | $ | 0.0031 | ||
| Three months ended September 30, 2015 | $ | 0.0031 | $ | 0.0031 | ||
| Three months ended June 30, 2015 | $ | 0.0031 | $ | 0.0031 | ||
| Three months ended March 31, 2015 | $ | 0.0031 | $ | 0.0031 | ||
| Year Ended December 31, 2014 | ||||||
| Three months ended December 31, 2014 | $ | 0.0031 | $ | 0.0031 | ||
| Three months ended September 30, 2014 | $ | 0.0031 | $ | 0.0031 | ||
| Three months ended June 30, 2014 | $ | 0.0031 | $ | 0.0031 | ||
| Three months ended March 31, 2014 | $ | 0.0031 | $ | 0.0031 | ||
Holders
As of March 30, 2016, we had 50 holders of record of our common stock. There are 7,900,000 shares outstanding.
Outstanding Options, Conversions, and Planned Issuance of Common Stock.
As of December 31, 2015, there were no warrants or options outstanding to acquire any shares of our common stock.
Dividends and Related Policy
We have not declared any dividends since incorporation and do not anticipate that we will do so in the foreseeable future. Although there are no restrictions that limit the ability to pay dividends on our common shares, our intention is to retain future earnings for use in our operations and the expansion of our business.
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Transfer Agent and Registrar
Our transfer agent is Olde Monmouth Stock Transfer Co., Inc., located at 200 Memorial Parkway, Atlantic Highlands, NJ 07716. Their telephone number is (732) 872-2727 and their facsimile number is (732) 872-2728.
Recent Sales of Unregistered Securities
None.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
None.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
FORWARD LOOKING STATEMENTS
The following is management’s discussion and analysis of certain significant factors which have affected our financial position and operating results during the periods included in the accompanying financial statements, as well as information relating to the plans of our current management and should be read in conjunction with the accompanying financial statements and their related notes included in this Report. References in this section to “we,” “us,” “our,” or the “Company” are to the business of Theron Resource Group.
This Report contains forward-looking statements. Generally, the words “believes,” “anticipates,” “may,” “will,” “should,” “expects,” “intends,” “estimates,” “continues,” “project,” “goal,” “seek,” “strategy,” “future,” “likely,” and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this Report or other reports or documents we file with the SEC from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be placed on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.
BUSINESS OVERVIEW
We were incorporated in the State of Wyoming on April 11, 2006 as Theron Resource Group. Our statutory registered agent's office is located at 1620 Central Avenue, Suite 202, Cheyenne, Wyoming 82001 and our principal executive office is located at 17/F, Amtel Building, 144-148 Des Voeux Road Central, Hong Kong, telephone 852-2568 7518. There have been no material reclassifications, mergers, consolidations or purchases or sales of any significant amount of assets not in the ordinary course of business since the date of incorporation. We are a start-up, development stage corporation.
On February 21, 2007, the Company optioned a property containing nine mineral claim blocks in southwestern British Columbia, Canada. Through August 31, 2008, Theron paid $20,000 for exploration expenditures on certain mining claims. Upon exercise of the option, we are required to pay, commencing May 31, 2013, $25,000 per annum, as royalty. The Company currently does not intend to exercise the option on the claim.
CRITICAL ACCOUNTING POLICIES, ESTIMATES AND ASSUMPTIONS
The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of our financial statements in conformity with U.S. GAAP requires our management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. Actual results could differ materially from those estimates.
Our audited financial statements and the notes thereto contain more details of critical accounting policies and other disclosures required by U.S. GAAP.
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RESULTS OF OPERATIONS
The Corporation did not generate any revenues from operations for the years ended December 31, 2015 and 2014.
REVENUE
No revenue was generated for the years ended December 31, 2015 and 2014.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses for the years ended December 31, 2015 and 2014 amounted to $62,309 and $86,320, respectively. The decrease in expenses between the two periods is mainly due to the inclusion of the write-off of expenses in 2014 in connection with two companies that THRO is considering acquiring.
INTEREST EXPENSE
Interest expense for both the years ended December 31, 2015 and 2014 amounted to $2,500, respectively. Interest expense for the years is attributable to a $50,000 unsecured promissory note we issued in March 2011 with an annual interest of 5%.
INCOME TAX PROVISION
As a result of operating losses, there has been no provision for the payment of income taxes in 2015.
NET LOSS
For the years ended December 31, 2015 and 2014, the net losses were $64,809 ($0.01 per share) and $88,820 ($0.01 per share), respectively. The loss per share was based on a weighted average of 7,900,000 common shares outstanding at December 31, 2015 and 2014.
Theron continues to carefully control its expenses and overall costs as it moves its business development plan forward. We do not have any employees other than our officer and engage personnel through outside consulting contracts or agreements or other such arrangements, including for legal, accounting and technical consultants.
PLAN OF OPERATION
As of December 31, 2015, we had a stockholders’ deficiency of $339,205.
We have not generated any revenues and have relied on shareholder advances and debt and equity offerings to finance our operating and capital expenses. We have incurred operating losses since inception. The working capital requirements of any new business may be substantial and may depend on the terms of our potential acquisitions, whether for stock, debt or cash, or a combination, as appropriate.
Due to the uncertainty of our ability to meet our current operating and capital expenses, in their annual report on our financial statements for the year ended December 31, 2015, our independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors. Our issuance of additional equity securities could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
There are no assurances that we will be able to obtain further funds required for continued operations. We are pursuing various financing alternatives to meet immediate and long-term financial requirements but results to date have not been encouraging. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our obligations as they become due.
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LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2015, we have not yet generated any revenues from operations.
The accompanying financial statements have been prepared under the assumption that we will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As of December 31, 2015, we have an accumulated deficit of $442,701 and a stockholders’ deficiency of $338,875. We have incurred recurring losses from operations, and utilized cash flow in operating activities of $74,729 during the year ended December 31, 2015. These factors, among others, raise substantial doubt about our ability to continue as a going concern. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2015 financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.
Since our inception in April 2006, we have used our common stock, promissory notes and loans or advances from our officers, directors and stockholders to raise money for our optioned acquisition and for corporate expenses. We issued 6,000,000 shares of common stock through a Section 4(2) offering in October, 2006 for cash consideration of $6,000. We issued 900,000 shares of common stock through a Regulation D offering in November, 2006 for cash consideration of $9,000 to a total of three subscribers. During May 2009, $50,000 cash was provided by financing activities as the result of the sale of 1,000,000 shares of common stock at a price of $0.05 per share issued under our SB-2 registration statement to a total of 44 subscribers.
As of December 31, 2015, we had a note payable of $50,000 plus accrued interest of $12,082. The note is unsecured and bears interest at a rate of 5% per annum. The note matured on March 3, 2012 and is currently in default.
As of December 31, 2015, we had outstanding advances from stockholders of $273,193. The advances are unsecured, due on demand, and non-interest bearing.
As of December 31, 2015, we had no assets and our total liabilities were $339,205, mainly including a promissory note payable of $50,000 and stockholder advances of $273,193. We had a working capital deficit of $339,205.
NET CASH USED IN OPERATING ACTIVITIES: For the years ended December 31, 2015 and 2014, $74,729 and $62,370 in net cash were used, respectively.
CASH FLOWS FROM FINANCING ACTIVITIES: For the years ended December 31, 2015 and 2014, we received advances from shareholders of $74,729 and $62,370 respectively. There was no cash provided by equity financing activities during the years ended December 31, 2015 and 2014. No options or warrants were issued in the most recent year to purchase shares at a later date.
OFF-BALANCE SHEET ARRANGEMENTS
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
9
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
| To: | The Board of Directors and Stockholders of |
| Theron Resource Group |
We have audited the accompanying balance sheets of Theron Resource Group as of December 31, 2015 and 2014 and the related statements of operation, comprehensive loss, stockholders’ deficiencies, and cash flows for the years ended December 31, 2015 and 2014. Theron Resource Group’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the 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.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Theron Resource Group as of December 31, 2015 and 2014, and the results of its operations and its cash flows for each of the years ended December 31, 2015 and 2014, 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 2 to the financial statements, the Company had incurred substantial losses in previous years, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 2. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
| San Mateo, California | WWC, P.C. |
| March 30, 2016 | Certified Public Accountants |
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THERON RESOURCE GROUP
BALANCE SHEETS
(Expressed in U.S. dollars)
| December 31, | December 31, | |||||
| 2015 | 2014 | |||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIENCY | ||||||
| Current liabilities | ||||||
| Accounts payable and accrued liabilities | $ | 3,930 | $ | 16,350 | ||
| Promissory note payable – in default | 50,000 | 50,000 | ||||
| Interest due on promissory notes payable | 12,082 | 9,582 | ||||
| Advances from stockholders | 273,193 | 198,464 | ||||
| Total current liabilities | 339,205 | 274,396 | ||||
| Commitments and contingencies | ||||||
| Stockholders’ deficiency | ||||||
| Common stock, $0.001 par value, 500,000,000
shares authorized, 7,900,000 shares issued and outstanding |
7,900 | 7,900 | ||||
| Additional paid-in capital | 95,818 | 95,818 | ||||
| Accumulated other comprehensive loss | (222 | ) | (222 | ) | ||
| Accumulated deficit | (442,701 | ) | (377,892 | ) | ||
| Total stockholders’ deficiency | (339,205 | ) | (274,396 | ) | ||
| Total liabilities and stockholders’ deficiency | $ | - | $ | - |
The accompanying notes are an integral part of these financial statements
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THERON RESOURCE GROUP
STATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSS
(Expressed in U.S. dollars)
| For the years ended December 31, | ||||||
| 2015 | 2014 | |||||
| Revenue | $ | - | $ | - | ||
| General and administrative expenses | (62,309 | ) | (86,320 | ) | ||
| Loss from operations | (62,309 | ) | (86,320 | ) | ||
| Interest expense | (2,500 | ) | (2,500 | ) | ||
| Net loss | (64,809 | ) | (88,820 | ) | ||
| Other comprehensive loss | ||||||
| Currency exchange loss | - | - | ||||
| Comprehensive loss | $ | (64,809 | ) | $ | (88,820 | ) |
| Basic and diluted loss per common share | $ | (0.01 | ) | $ | (0.01 | ) |
| Weighted average number of common shares used in per share
calculations – basic and diluted |
7,900,000 |
7,900,000 |
||||
The accompanying notes are an integral part of these financial statements
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THERON RESOURCE GROUP
STATEMENTS OF CHANGES IN
STOCKHOLDERS’ DEFICIENCY
(Expressed in U.S. dollars)
| Additional | Other | Total | ||||||||||||||||
| Common stock | Common | paid-in | comprehensive | Accumulated | stockholders’ | |||||||||||||
| outstanding | stock | Capital | loss | deficit | deficiency | |||||||||||||
| Balance, December 31, 2013 | 7,900,000 | $ | 7,900 | $ | 95,818 | $ | (222 | ) | $ | (289,072 | ) | $ | (185,576 | ) | ||||
| Net loss for the year | - | - | - | - | (88,820 | ) | (88,820 | ) | ||||||||||
| Balance, December 31, 2014 | 7,000,000 | 7,900 | 95,818 | (222 | ) | (377,892 | ) | (274,396 | ) | |||||||||
| Net loss for the year | - | - | - | - | (64,809 | ) | (64,809 | ) | ||||||||||
| Balance, December 31, 2015 | 7,900,000 | $ | 7,900 | $ | 95,818 | $ | (222 | ) | $ | (442,701 | ) | $ | (339,205 | ) |
The accompanying notes are an integral part of these financial statements
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THERON RESOURCE GROUP
STATEMENTS OF CASH FLOWS
(Expressed in U.S. dollars)
| For the years ended | ||||||
| December 31, | ||||||
| 2015 | 2014 | |||||
| Cash flows used from operating activities | ||||||
| Net loss | $ | (64,809 | ) | $ | (88,820 | ) |
| Changes in operating assets and liabilities | ||||||
| Increase in accounts payable and accrued expenses | (12,420 | ) | 13,950 | |||
| Increase in interest accrued on promissory note payable | 2,500 | 2,500 | ||||
| Decrease in prepaid expenses | - | 10,000 | ||||
| Cash flows used in operating activities | (74,729 | ) | (62,370 | ) | ||
| Cash flows from financing activities | ||||||
| Advances from stockholders | 74,729 | 62,370 | ||||
| Cash flows provided by financing activities | 74,729 | 62,370 | ||||
| Decrease in cash and cash equivalents | - | - | ||||
| Cash and cash equivalents – Beginning of year | - | - | ||||
| Cash and cash equivalents – End of year | $ | - | $ | - | ||
| Supplementary information | ||||||
| Income tax paid | $ | - | $ | - | ||
| Interest paid | - | - | ||||
The accompanying notes are an integral part of these financial statements
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THERON RESOURCE GROUP
NOTES TO FINANCIAL
STATEMENTS
1. NATURE OF OPERATIONS
Theron Resource Group (the "Company", "Theron", or "THRO") was incorporated in the State of Wyoming on April 11, 2006. There have been no material reclassifications, mergers, consolidations or purchases or sales of any significant amount of assets not in the ordinary course of business since the date of incorporation. The Company’s has not yet commenced any revenue-generating operations, does not have any cash flows from operations, and is dependent on debt and equity funding to finance its operations.
In June 2014, as discussed in Note 3, the Financial Accounting Standards Board issued new guidance that removed all incremental financial reporting requirements from generally accepted accounting principles in the United States for development stage entities. The Company early adopted this new guidance effective June 30, 2014, as a result of which all inception-to-date financial information and disclosures have been omitted from this report.
2. BASIS OF PRESENTATION AND GOING CONCERN
Basis of Presentation
The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Going Concern
The accompanying financial statements have been prepared under the assumption that we will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As of December 31, 2015, we have an accumulated deficit of $442,701 and a stockholders’ deficiency of $339,205. We have incurred recurring losses from operations, and utilized cash flow in operating activities of $74,729 during the year ended December 31, 2015. These factors, among others, raise substantial doubt about our ability to continue as a going concern. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s December 31, 2015 financial statements, has raised substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.
Management’s plan to support the Company in operations and to maintain its business strategy is to raise funds through public and private offerings and to rely on officers and directors to perform essential functions with minimal compensation. If we do not raise all of the money we need from public or private offerings, we will have to find alternative sources, such as loans or advances from our officers, directors or others. Such additional financing may not become available on acceptable terms and there can be no assurance that any additional financing that the Company does obtain will be sufficient to meet its needs in the long term. Even if the Company is able to obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing, or cause substantial dilution for our stockholders, in the case of equity financing. If we require additional cash and cannot raise it, we will either have to suspend operations or cease business entirely.
The accompanying financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fair value of Financial Instruments
Effective January 1, 2008, fair value measurements are determined by our adoption of authoritative guidance issued by the Financial Accounting Standards Board (“FASB”), with the exception of the application of the statement to non-recurring, non-financial assets and liabilities as permitted. The adoption of the authoritative guidance did not have a material impact on our fair value measurements. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows:
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Level 1—Quoted prices in active markets for identical assets or liabilities.
Level 2—Inputs, other than the quoted prices in active markets, are observable either directly or indirectly.
Level 3—Unobservable inputs based on our assumptions.
We are required to use observable market data if such data is available without undue cost and effort.
At December 31, 2015 and 2014, the fair values of accounts payable approximate their carrying values.
Comprehensive Income
Comprehensive income consists of net income and other gains and losses affecting stockholders’ equity that, under U.S. GAAP, are excluded from net income. There was no recorded comprehensive income or loss for both the years ended December 31, 2015 and 2014.
Use of Estimates
In preparing financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses in the statement of operations. Actual results could differ from those estimates.
Basic and Diluted Net Loss Per Share
Our computation of earnings per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) available to common stockholders divided by the weighted average common shares outstanding for the period. Diluted income (loss) per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income (loss) of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later. In computing diluted income (loss) per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.
Income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted (loss) per common share is the same for periods in which the company reported an operating loss because all warrants and stock options outstanding are anti-dilutive.
There were no adjustments to net loss required for purposes of computing diluted earnings per share.
For the years ended December 31, 2015 and 2014, there were no potentially dilutive securities.
Stock Based Compensation
We may periodically issue stock options and warrants to officers, directors and consultants for services rendered. Options and warrants vest and expire according to terms established at the grant date. We account for share-based payments to officers and directors by measuring the cost of services received in exchange for equity awards based on the grant date fair value of the awards, with the cost recognized as compensation expense in our financial statements over the vesting period of the awards. We account for share-based payments to consultants and non-employees by determining the value of the stock compensation based upon the measurement date at either (a) the date at which a performance commitment is reached or (b) at the date at which the necessary performance to earn the equity instruments is complete. Certain share based awards may contain milestones that need to be achieved before the option begins vesting. Management estimates the probability of achievement of such milestones at each reporting date in calculating the estimate of the share-based cost.
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The fair value of the Company's common stock option grants is estimated using the Black-Scholes-Merton option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the common stock options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton option pricing model, and based on actual experience. The assumptions incorporated in the Black-Scholes-Merton option pricing model could materially affect compensation expense recorded in future periods.
Recently Issued Accounting Pronouncements
In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements." ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders' equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company adopted ASU 2014-10 during the quarter ended June 30, 2014, thereby no longer presenting or disclosing any information required by Topic 915.
On August 27, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The ASU applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2014-15 on its results of operations or financial condition.
In November 2015, the Financial Accounting Standards Board issued ASU No. 2015-17, "Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes". The objective of this Update is to simplify the presentation of deferred income taxes. The amendments in this Update require that deferred assets and liabilities be classified as long-term on the balance sheet instead of separating the deferred taxes into current and noncurrent amounts. For a public entity, the amendments in this Update are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is permitted for financial statements that have not been previously issued. The Company believes that this treatment of deferred taxes reduces the complexity of financial reporting while improving the usefulness of the information provided to users of the financial statements. As a result, the Company has elected to early adopt this Update prospectively as of November 30, 2015 and prior periods have not been retrospectively adjusted.
Other accounting pronouncements did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
4. RELATED PARTY TRANSACTIONS
During the years ended December 31, 2015 and 2014, the Company’s stockholders provided net advances of $74,729 and $62,370, respectively, to finance the Company’s working capital requirements.
The outstanding advances from stockholders totaled $273,193 and $198,464 as of December 31, 2015 and 2014, respectively. These advances are unsecured, due on demand, and non-interest bearing.
During the years ended December 31, 2015 and 2014, the Company’s office facility has been provided without charge by the Company’s major stockholder. Such cost was not material to the financial statements and accordingly, has not been reflected therein. In view of the Company’s limited operations and resources, the major stockholders did not receive any compensation from the Company during the years ended December 31, 2015 and 2014.
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5. NOTE PAYABLE-IN DEFAULT
On March 3, 2011, the Company obtained a $50,000 loan from an unrelated party. The loan is unsecured, bears interest at 5% per annum and matured on March 3, 2012 and is currently in default. The funds were used to repay all outstanding stockholder loans and accounts payable and to provide working capital through November 30, 2012.
During both the years ended December 31, 2015 and 2014, the Company accrued $2,500 in interest payable under the note.
6. COMMITMENTS
On February 21, 2007, the Company optioned a property containing nine mineral claim blocks in southwestern British Columbia, Canada. Upon exercise of the option, we are required to pay, commencing May 31, 2013, $25,000 per annum, as royalty. The Company currently does not intend to exercise the option on the claim.
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ITEM 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
On March 26, 2015, the Company appointed WWC, P.C., Certified Public Accountants (“WWC”) as its new independent certifying accountant effective the same date, and on April 10, 2015 notified Weinberg & Co., P.A., Certified Public Accountants (“Weinberg”), of its decision not to renew their engagement (herein referred to as the “termination”).
For the Company’s fiscal years ended December 31, 2012 through December 31, 2013, and during the subsequent interim periods through the date of termination of Weinberg: (i) the Company had no disagreement with Weinberg on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of Weinberg would have caused it to make reference thereto in connection with its reports on the Company’s financial statements for such years, and (ii) there were no reportable events as described in Item 304(a)(1)(v) of Regulation S-K.
For more information regarding the change in accountants, please see the Company’s Current Report on Form 8-K filed with the SEC on April 15, 2015.
ITEM 9A. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. This information is accumulated to allow our management to make timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Our management, including our principal executive officer and principal accounting officer, does not expect that our disclosure controls or our internal controls over financial reporting will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, but not absolute, assurance that the objectives of a control system are met. Further, any control system reflects limitations on resources and the benefits of a control system must be considered relative to its costs. These limitations also include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of a control. The design of a control system is also based upon certain assumptions about potential future conditions; over time controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.
As of December 31, 2015, the year covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer, who serves as our principal executive officer and principal financial offer, concluded that our disclosure controls and procedures were not effective as of the end of the year covered by this report. There have been no significant changes in our internal controls over financial reporting that occurred during the year ended December 31, 2015, that have materially or are reasonably likely to materially affect our internal controls over financial reporting.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2015. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. A material weakness is a deficiency or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses.
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| 1. |
As of December 31, 2015, we did not maintain effective controls over the control environment. Specifically, we have not developed and effectively communicated to our employees our accounting policies and procedures. This has resulted in inconsistent practices. Further, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness. |
| 2. |
As of December 31, 2015, we did not maintain effective controls over financial statement disclosure. Specifically, controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Accordingly, management has determined that this control deficiency constitutes a material weakness. |
Because of these material weaknesses, our Chief Executive Officer, who serves as our principal executive officer and principal financial officer, has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2015, based on the criteria established in Internal Control-Integrated Framework issued by COSO. Due to the size and operations of the Company, we are unable to remediate these deficiencies until we acquire or merge with another company.
The Company believes that the financial statements fairly present, in all material respects, the Company’s balance sheets as of December 31, 2015 and 2014 and the related statements of operations and comprehensive loss, stockholders’ deficiency, and cash flows for the years ended December 31, 2015 and 2014 in conformity with U.S. GAAP, notwithstanding the material weaknesses we identified.
This annual report on Form 10-K does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act that permit the Registrant to provide only management's report in this Annual Report.
ITEM 9B. OTHER INFORMATION
None.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERANCE
Information about our directors and executive officers during the year ended and as of December 31, 2015 is set forth as follows.
| Name | Position Held | Age | Date of Appointment |
| YUNG, Leonora | Chief Executive Officer, President, Chief Financial Officer, Secretary and Director | 65 | November 13, 2014 |
YUNG, Leonora, Chief Executive Officer, President, Chief Financial Officer, Secretary, Director
Ms. Yung born in Shanghai (native of Wuxi, Jiangsu Province) in 1950s, is a descendant of a prominent family – Yung’s family. Her father, Mr. Yung Hongren, one of the founders of “Shanghai AJ Corporation”, is the younger brother of Rong Yiren, the former Vice President of the People’s Republic of China.
After receiving the Higher Diploma in Business Administrative in Australia in 1980, Yung, Leonora joined the ANZ Bank Group. Born to be an entrepreneur, Leonora served as the Chairman or Executive Director of the Horizon Group and its subsidiaries after establishing Horizon Group in Hong Kong in 1987.
Leonora is keen in investment and infrastructure built-up in China, and has extensive experience and relationship in politics and business operation in China. She had also been the Committee Member of the Chinese People’s Political Consultative Conference, Jiangsu Provence for over 10 years.
Meetings of Our Board of Directors
Our Board of Directors took all actions by unanimous written consent without a meeting during the years ended December 31, 2015 and 2014.
Director Compensation
The Company did not provide any compensation to its directors in the year ended December 31, 2015, but reimbursed directors for reasonable out-of-pocket expenses incurred. The Company may establish certain compensation plans (e.g. options, cash for attending meetings, etc.) with respect to directors in the future.
Significant Employees
Other than the directors and officers described above, we do not expect any other individuals to make a significant contribution to our business.
Involvement in Legal Proceedings
None of our directors, persons nominated to become a director, executive officers or control persons have been involved in any of the following events during the past 10 years:
| • |
Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of bankruptcy or within two years prior to that time; or |
| • |
Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences); or |
| • |
Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or |
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| • |
Being found by a court of competent jurisdiction (in a civil violation), the SEC or the Commodity Future Trading Commission to have violated a federal or state securities or commodity law, and the judgment has not been reversed, suspended, or vacated; or |
| • |
Being the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: any Federal or State securities or commodities law or regulation; or any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity. This violation does not apply to any settlement of a civil proceeding among private litigants; or |
| • |
Being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors, executive officers and persons who own more than 10% of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Directors, officers and greater than 10% stockholders are required to furnish the Company with copies of all Section 16(a) forms they file.
To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company, with respect to the year ended December 31, 2015, all filing requirements applicable to the Company’s officers, directors and beneficial owners of more than 10% of our common stock have been complied with, provided, however, that the Company’s major shareholder, Horizon Investment Club Limited, has inadvertently failed to file a Form 3 with the SEC with respect to the Company. Such person is in the process of filing the form and will comply with Section 16(a) of the Securities Exchange Act of 1934, as amended, as promptly as practicable.
Code of Ethics
On April 22, 2007, our board of directors approved a formal written Code of Business Conduct and Ethics and Compliance Program (the “Code”). This Code applies to all officers, directors and employees. The Code was filed as an exhibit to our Form SB-2 filed with the SEC on October 4, 2007. A copy of the Code may be obtained by contacting us at our principal office by letter or e-mail.
Audit Committee and Audit Committee Financial Expert
Our board of directors has determined that it does not have a member of its audit committee that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K, and is “independent” as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act.
We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.
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ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
Name and Principal Position |
Period |
Salary ($) |
Bonus ($) |
Stock Awards ($) |
Option Awards ($) |
Non-Equity Incentive Plan Compensation ($) |
Nonqualified Deferred Compensation Earnings ($) |
All Other Compensation ($) |
Total ($) |
| YUNG, Leonora CEO, President, CFO and Director (1) |
Year ended December 31, 2015 |
- |
- |
- |
- |
- |
- |
- |
- |
| Year ended December 31, 2014 |
- |
- |
- |
- |
- |
- |
- |
- |
(1) Ms. Yung has served as our CEO, President, CFO and director since November 13, 2014.
As of December 31, 2015, the Company did not have any “Grants of Plan-Based Awards”, “Outstanding Equity Awards”, “Option Exercises and Stock Vested”, “Pension Benefits”, “Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans”, or “Potential Payments Upon Termination or Change in Control” to report.
Director Compensation
The Company did not provide any compensation to its directors in the year ended December 31, 2015, but reimbursed our directors for reasonable out-of-pocket expenses incurred. The Company may establish certain compensation plans (e.g. options, cash for attending meetings, etc.) with respect to directors in the future.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The following table sets forth information regarding the beneficial ownership of our common stock as of March 30, 2016 for each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.
| Amount of | ||||
| Name and Address of Beneficial Owner | Beneficial Ownership | Percentage of Class | ||
| Horizon Investment Club Limited 17/F, Amtel Building, 144-148 Des Voeux Road Central, Hong Kong. |
6,000,000 Common Stock |
75.9%
|
Security Ownership of Management Directors and Officers
The following table sets forth the ownership interest in our common stock of all directors and officers individually and as a group as of March 30, 2016. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.
| Amount of | ||||
| Name and Address of Beneficial Owner | Beneficial Ownership | Percentage of Class | ||
| YUNG, Leonora* 17/F, Amtel Building, 144-148 Des Voeux Road Central, Hong Kong. |
6,000,000 Common Stock |
75.9%
|
*Ms. Leonora Yung, by directly owning 70% of Horizon Investment Club Limited, which directly owns 75.9% of the common stock of the Company, indirectly owns 75.9% of the common stock of the Company.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Ms. Leonora Yung, the Chief Executive Officer and Chief Financial Officer was of opinion that Horizon Investment Club Limited is the registrant’s parent company. As of March 30, 2016, Horizon Investment Club Limited owns directly and beneficially 6,000,000 shares of the registrant’s 7,900,000 outstanding shares of common stock. Ms. Leonora Yung, by being a director and owning 70% of Horizon Investment Club Limited, which directly owns 75.9% of the common stock of the Company, indirectly owns 75.9% of the common stock of the Company.
There were no related transactions with our director, executive officer, or stockholder holding at least 5% of shares of our common stock, or any family member thereof during the years ended December 31, 2015 and 2014.
Director Independence
Our securities are quoted on the OTC Pink tier of the OTC Markets Group inter-dealer quotation and trading system, which does not have any director independence requirements. Once we engage further directors and officers, we will develop a definition of independence and examine the composition of our Board of Directors with regard to this definition.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Set forth below are aggregate fees billed by WWC and Weinberg for professional services rendered for the audits of the Company’s annual financial statements during the fiscal years ended December 31, 2015 and 2014.
Audit Fees
The aggregate fees billed and expected to be billed for professional services rendered by Weinberg for the years ended December 31, 2015 and 2014 for the audit of our annual financial statements and review of financial statements included in our quarterly reports on Form 10-Q or services that are normally provided in connection with statutory and regulatory filings or engagements for those periods were nil and $15,750, respectively.
The fees expected to be billed and paid to WWC related to the audit for the years ended December 31, 2015 and 2014 were $26,000 and $15,000, respectively.
Audit Related Fees
The aggregate fees billed in the years ended December 31, 2015 and 2014 for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported under item (1) above were nil.
Tax Fees
The aggregate fees billed in the years ended December 31, 2015 and 2014 for professional services rendered by our principal accountants for tax compliance, tax advice, and tax planning were nil.
All Other Fees
The aggregate fees billed in the years ended December 31, 2015 and 2014 for products and services rendered by Weinberg other than the services reported in items (1), (2) and (3) above were nil and $12,750, respectively.
No fees billed by WWC in the years ended December 31, 2015 and 2014 for products and services provided by our principal accountants other than the services reported in items (1), (2) and (3) above were nil.
The Company does not currently have a separate audit committee. Rather, our sole director serves as the audit committee. Our sole director has reviewed and approved the above fees for all of the services described in items (1), (2), (3) and (4), and believes such fees are compatible with the independent registered public accountants’ independence.
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PART IV
ITEM 15. EXHIBITS
(a)(1) Financial Statements
See “Index to Financial Statements” set forth on page 10.
(a)(2) Financial Statement Schedules
None. The financial statement schedules are omitted because they are inapplicable or the requested information is shown in our financial statements or related notes thereto.
Exhibits
The following exhibits of the Company are included herein.
|
1.1 |
S-1 Rescission Offering Statement including audited financial statements for the fiscal year ended May 31, 2009 (incorporated by reference from our registration statement on Form S-1 filed on January 23, 2009) |
|
3.1 |
Articles of Association of Theron Resource Group (incorporated by reference from our registration statement on Form SB-2 filed on October 4, 2007) |
|
3.2 |
Bylaws of Theron Resource Group (incorporated by reference from our registration statement on Form SB-2 filed on October 4, 2007) |
|
10.1 |
Option to Purchase And Royalty Agreement between Theron Resource Group and Bryan Livgard (incorporated by reference from our registration statement on Form SB-2 filed on October 4, 2007) |
|
10.2 |
Escrow Agreement, dated January 15, 2009, between Jerry Satchwell, Theron Resource Group and WONG & WONG (incorporated by reference from our registration statement on Form S-1 filed on January 23, 2009) |
|
10.3 |
Stock Purchase Agreement, dated August 23, 2012, among Liang Kwong Lim and Horizon Investment Club Limited (incorporated by reference from our Form 8-K filed on October 19, 2012) |
|
14 |
Code of Business Conduct & Ethics and Compliance Program (incorporated by reference from our registration statement on Form SB-2 filed on October 4, 2007) |
|
16 |
Letter on changes in certifying accountant from Weinberg & Company, P.A. (incorporated by reference from our Form 8-K filed on April 15, 2015) |
| * |
Filed herewith |
| ** |
Information is furnished and not filed or a part of a registration statement or prospectus for purpose 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. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
THERON RESOURCE GROUP
Date: March 30, 2016
| BY: | /s/ Leonora Yung | |
| Leonora Yung | ||
| Chief Executive Officer, President and Chief | ||
| Financial Officer | ||
| (Principal Executive Officer and Principal Financial | ||
| 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.
| Chief Executive Officer, | ||||
| BY: | /s/ Leonora Yung | President, Chief Financial | Date: March 30, 2016 | |
| Officer and Director | ||||
| (Principal Executive Officer | ||||
| Leonora Yung | and Principal Financial | |||
| Officer) |
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