UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended August 31, 2014
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission File No. 333-173949
CEFC GLOBAL STRATEGIC HOLDINGS, INC.
(Exact name of small business issuer as specified in its charter)
| Nevada | 7822 | 99-0361962 | ||
|
(State or other jurisdiction
of |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
111 Xing Guo Road, D8
Xu Hui District, Shanghai, P.R. China
(Address of principal executive offices)
011-8621-5856-5351
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ** Yes ☐ No ☐
Indicate by check mark 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 (Sec.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☒ No ☐
The number of shares of Common Stock, $0.001 par value, of the registrant outstanding at October 14, 2014 was 6,900,000.
** The Registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934, but is not required to file such reports under such sections.
TABLE OF CONTENTS
| Page | ||
| PART I. | ||
| Item 1. | Unaudited Consolidated Financial Statements. | 1 |
| Item 2. | Management’s Discussion and Analysis or Plan of Operations. | 5 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risks. | 7 |
| Item 4. | Controls and Procedures. | 7 |
| PART II. | ||
| Item 1. | Legal Proceedings. | 8 |
| Item 1A. | Risk Factors | 8 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 8 |
| Item 3. | Defaults Upon Senior Securities. | 8 |
| Item 4. | Removed and Reserved. | 8 |
| Item 5. | Other Information. | 8 |
| Item 6. | Exhibits. | 9 |
| SIGNATURES | 10 | |
| i |
CAUTION REGARDING FORWARD-LOOKING INFORMATION
All statements contained in this quarterly report on Form 10-Q (“Form 10-Q”), other than statements of historical facts, that address future activities, events or developments are forward-looking statements, including, but not limited to, statements containing the words “believe,” “anticipate,” “expect” and words of similar import. These statements are based on certain assumptions and analyses made by us in light of our experience and our assessment of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate under the circumstances. However, whether actual results will conform to the expectations and predictions of management is subject to a number of risks and uncertainties that may cause actual results to differ materially. Such risks may include, among others, the following: national and local general economic and market conditions; our ability to sustain, manage or forecast our growth; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other factors referenced in this and previous filings.
Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results anticipated by management will be realized or, even if substantially realized, that they will have the expected consequences to or effects on our business operations.
| ii |
PART I.
Item 1. Financial Statements.
CONSOLIDATED FINANCIAL STATEMENTS
CEFC GLOBAL STRATEGIC HOLDINGS, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| August 31, 2014 | February 28, 2014 | |||||||
| - $ - | - $ - | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | 79,966 | 8,826 | ||||||
| Prepaid Expenses | - | 1,133 | ||||||
| Total assets | 79,966 | 9,959 | ||||||
| LIABILITIES | ||||||||
| Current liabilities | ||||||||
| Accounts payable | 6,762 | 2,778 | ||||||
| Due to related party | 195,955 | 91,676 | ||||||
| Total current liabilities | 202,717 | 94,454 | ||||||
| STOCKHOLDERS’ DEFICIT | ||||||||
| Common stock | ||||||||
| Authorized: | ||||||||
| 100,000,000 common shares with a par value of $0.001 | ||||||||
| Issued and outstanding: | ||||||||
| 6,900,000 common shares as of August 31, 2014 and February 28, 2014 | 6,900 | 6,900 | ||||||
| Additional paid in capital | 42,100 | 42,100 | ||||||
| Deficit accumulated during the development stage | (171,751 | ) | (133,495 | ) | ||||
| Total stockholders’ deficit | (122,751 | ) | (84,495 | ) | ||||
| Total liabilities and stockholders’ deficit | 79,966 | 9,959 | ||||||
See accompanying notes to consolidated financial statements
| 1 |
CEFC GLOBAL STRATEGIC HOLDINGS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three months ended August 31, 2014 -$- | Three months ended August 31, 2013 -$- | Six
months ended August 31, 2014 -$- | Six
months ended August 31, 2013 -$- | Period
from September 23, 2010 to August 31, 2014 -$- | ||||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||||||
| General and administrative | 24,413 | 15,550 | 38,256 | 32,083 | 171,751 | |||||||||||||||
| NET LOSS | (24,413 | ) | (15,550 | ) | (38,256 | ) | (32,083 | ) | (171,751 | ) | ||||||||||
| Basic And Diluted Loss Per Share | (0.00 | ) | (0.00 | ) | (0.01 | ) | (0.00 | ) | ||||||||||||
| Weighted Average Number Of Common Shares Outstanding | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | ||||||||||||||||
See accompanying notes to consolidated financial statements
| 2 |
CEFC GLOBAL STRATEGIC HOLDINGS, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six months ended August 31, 2014 and 2013
Period from September 23, 2010 (Inception) through August 31, 2014
(Unaudited)
| Six months ended August 31, 2014 | Six months ended August 31, 2013 | Period from September 23, 2010 (Inception) through August 31, 2014 | ||||||||||
| - $ - | - $ - | - $ - | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
| Net loss | (38,256 | ) | (32,083 | ) | (171,751 | ) | ||||||
| Change in operating assets and liabilities | ||||||||||||
| Change in prepaid expenses | 1,133 | - | ||||||||||
| Change in accounts payable | 3,984 | 1,750 | 6,762 | |||||||||
| CASH FLOWS USED IN OPERATING ACTIVITIES | (33,139 | ) | (30,333 | ) | (164,989 | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
| Shareholder advances | 104,279 | 10,000 | 195,955 | |||||||||
| Cash received from sale of common stock | - | - | 49,000 | |||||||||
| CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 104,279 | 10,000 | 244,955 | |||||||||
| NET INCREASE (DECREASE) IN CASH | 71,140 | (20,333 | ) | 79,966 | ||||||||
| Cash, beginning of period | 8,826 | 25,064 | - | |||||||||
| Cash, end of period | 79,966 | 4,731 | 79,966 | |||||||||
| Supplemental cash flow information: | ||||||||||||
| Interest paid | - | - | - | |||||||||
| Taxes paid | - | - | - | |||||||||
See accompanying notes to consolidated financial statements
| 3 |
CEFC GLOBAL STRATEGIC HOLDINGS, INC.
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
August 31, 2014
(Unaudited)
1. BASIS OF PRESENTATION
On December 10, 2013, the registrant’s name changed from Astra Ventures, Inc. to “CEFC Global Strategic Holdings, Inc.” To effect the name change, we filed a Certificate of Amendment with the Nevada Secretary of State which became effective on December 10, 2013. The name change pursuant to the Certificate of Amendment was approved by our board of directors and by holders of a majority of the issued and outstanding shares of the Company’s common stock. The name change became effective on the Over-the-Counter Bulletin Board, where the registrant’s common stock is quoted for trading, at the open of business on December 10, 2013, under the new stock symbol “CGSH.”
The accompanying unaudited interim financial statements of CEFC Global Strategic Holdings, Inc., formerly known as Astra Ventures, Inc. (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for our interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements that would substantially duplicate the disclosure contained in the audited consolidated financial statements for fiscal 2014, as reported in the Form 10-K, have been omitted.
The consolidated financial statements include the accounts of the company’s wholly owned subsidiary, China Ocean Fuel Oil (USA) Co., Limited (“China Ocean”). All intercompany transactions, if any, are eliminated upon consolidations.
Going Concern
These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company anticipates future losses in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors or related parties and/or issuance of common shares.
2. RELATED PARTY TRANSACTIONS
Shareholder advances represent advances made to us by our majority shareholder, Sino Ocean Fuel Holdings Limited (formerly known as Formula One Investments Limited), for working capital purposes amounting to $195,955 at August 31, 2014. These advances are non-interest bearing, due upon demand and are unsecured.
| 4 |
Item 2. Management’s Discussion and Analysis or Plan of Operations
The following discussion provides information that we believe is relevant to an assessment and understanding of the results of operations and financial condition of our company. It should be read in conjunction with the financial statements and accompanying notes.
Plan of Operation
Our Company was originally incorporated on September 23, 2010 in the State of Nevada. We originally planned to commence business operations by obtaining distribution rights for television programming and specialty films such as reality television and extreme sports programming for reproduction and distribution across multiple markets and formats in the United States and worldwide. However, in connection with the change of control transaction that closed on August 22, 2012 and which is more fully described below under the section below titled “Change of Control,” we appointed a new executive management team and changed our planned business operations.
We now intend to start operating a trading business, leveraging our executive management’s extensive experience in the trading of oil, fuel and other petroleum products. On October 17, 2012, we completed the formation of our new wholly owned subsidiary trading company, China Ocean Fuel Oil (USA) Co., Limited (“China Ocean”), in Hong Kong through which we plan to engage in trading petroleum and petrochemical products. Our management team is currently engaging in business development and we plan to commence our trading operations through China Ocean. Our business office will be located in Hong Kong and we may also set up sales offices in China in the future. Our suppliers will be mainly from sources based in the Middle East and our targeted customers will be buyers from mainland China, Hong Kong and Asia. We plan to finance our trading business through bank financings and private loans.
We also intend to explore investment opportunities mainly in energy-related projects. We anticipate raising funds for these investments through public or private equity or debt financings and bank loans.
We have not yet started operations or generated or realized any revenues from business operations. Our auditors have issued a going concern opinion based on our prior business operations. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months unless we obtain additional capital. We do not expect to generate any revenue until we commence operations under our new business plan. Accordingly, we must raise cash from other sources. We currently have no arrangements in place for additional financing. Our success or failure will be initially determined by the availability of additional financing and thereafter by our success in implementing our business plan.
Our current cash resources are insufficient to finance our planned expenditures. To successfully commence our planned operations we will need to raise additional financing. We anticipate raising the funds through either private loans, the public and/or private sale of our common stock or bank financing. We have no third party financing commitments, and our ability to raise financing in the equity markets are uncertain as the equity markets, in recent years, have been depressed especially for start-up companies.
Change of Control
On August 22, 2012, Sino Ocean Fuel Holdings Limited (formerly known as “Formula One Investments Limited”), a British Virgin Islands company (“Sino Ocean”) acquired in private stock sale transactions an aggregate 4,200,000 shares (the “Shares”) of the Company’s common stock (the “Common Stock”) from Sieg Badke, who prior to the Closing Date was the majority shareholder and the sole director and executive officer of the Company, and from other former individual stockholders of the Company, through which Sino Ocean acquired an additional 200,000 shares of the Company’s Common Stock. Following the closing of these private stock sale transactions and the change in control, Sino Ocean owned an aggregate 4,200,000 shares of the Company’s Common Stock, representing 60.87% of the issued and outstanding the Company’s Common Stock as of August 22, 2012 (the “Closing Date”). In connection with the change of control, effective upon the Closing Date: (a) Sieg Badke resigned as the Company’s sole director, Chief Executive Officer, President, Chief Financial Officer, Treasurer and Vice President; (b) Jesse Hahn resigned as the Company’s Secretary; (c) Mao Zhao, was appointed as the Chief Executive Officer and Director; (d) Chau To Chan was appointed as President and Chairman of the Board of Directors; (e) Qinzhen Li was appointed as Chief Financial Officer, Treasurer and Secretary of the Company; and (f) Yong Li was appointed as a member of the Board of Directors.
| 5 |
Change of Name
On December 10, 2013, the registrant’s name changed from Astra Ventures, Inc. to “CEFC Global Strategic Holdings, Inc.” To effect the name change, we filed a Certificate of Amendment with the Nevada Secretary of State which became effective on December 10, 2013. The name change pursuant to the Certificate of Amendment was approved by our board of directors and by holders of a majority of the issued and outstanding shares of the Company’s common stock. The name change became effective on the Over-the-Counter Bulletin Board, where the registrant’s common stock is quoted for trading, at the open of business on December 10, 2013, under the new stock symbol “CGSH.”
Appointment of new Chief Executive Officer and Director
Ms. Mao Zhao resigned as the Company’s Chief Executive Officer, effective on March 18, 2014. Effective on March 18, 2014, the Company’s board of directors appointed Mr. Yadong Liu (“Mr. Liu”) as the Company’s new Chief Executive Officer to replace Ms. Zhao. In addition, Mr. Liu was also appointed as a new member of the Company’s board of directors. The Company’s board of directors approved an increase in the authorized number of directors from three to four on March 18, 2014 in conjunction with the appointment of Mr. Liu as a new member of the board of directors.
Director Resignation
Effective on May 28, 2014, Ms. Mao Zhao resigned as a member of the Company’s board of directors.
Item 2. Management’s Discussion and Analysis or Plan of Operations
Results of Operations
Three-Month Periods Ended August 31, 2014 and 2013
We did not earn any revenues during the three-month periods ended August 31, 2014 and August 31, 2013.
We incurred operating expenses in the amount of $24,413 for the three-month period ended August 31, 2014 as compared to $15,550 for the three-month period ended August 31, 2013. These operating expenses comprised of general and administrative expenses.
Six-Month Periods Ended August 31, 2014 and 2013
We did not earn any revenues during the six-month periods ended August 31, 2014 and August 31, 2013.
We incurred operating expenses in the amount of $38,256 or the six-month period ended August 31, 2014 as compared to $32,083 for the six-month period ended August 31, 2013. These operating expenses comprised of general and administrative expenses.
Liquidity and Capital Resources
Net cash used in operating activities for the six-month period ended August 31, 2014 was primarily attributable to a net loss of $38,256 offset by an increase in accounts payable of 3,984 and a decrease in the prepaid expense of $1,133. Net cash used in operating activities for the six months ended August 31, 2013 was primarily attributable to a net loss of $32,083, offset by an increase in accounts payable of $1,750.
From our inception on September 23, 2010 to August 31, 2014, the cash used in operating activities was $164,989 and, we generated cash of $244,955 from financing activities and had no cash flows from investing activities.
We are currently dependent on funds raised through shareholder advances from our majority shareholder, Sino Ocean. Since our inception on September 23, 2010, we have raised proceeds of $49,000 in cash from the sale of our common stock, and we have received a total of $195,955 in advances from Sino Ocean for working capital purposes.
We currently do not have any credit facilities or other commitments for debt or equity financing. No assurances can be given that advances when needed will be available. We need additional funding to undertake our operations. Private capital, if sought, will be sought from private and institutional investors. To date, we have not sought any funding source and have not authorized any person or entity to seek out funding on our behalf. If a market for our shares ever develops, of which there can be no assurances, we will use shares to compensate employees/consultants and independent contractors wherever possible.
| 6 |
We will incur ongoing expenses associated with professional fees for accounting, legal, and a host of other expenses in connection with the required filings with the SEC that are associated with being a public company. We estimate that these costs will be approximately $100,000 per year for the next few years and will be higher if we commence operations under our new business plan and our business activity increases. These obligations will reduce our ability and resources to fund other aspects of our business. We hope to be able to use our status as a public company to increase our ability to use non-cash means of settling obligations and compensate certain independent contractors who provide professional services to us, although there can be no assurances that we will be successful in any of those efforts.
Item 3. Quantitative and Qualitative Disclosures About Market Risks
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls
As of August 31, 2014, we carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Limitations on the Effectiveness of Controls
Our management 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 no 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. A 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.
Conclusions
Based upon their evaluation of our disclosure controls and procedures as of August 31, 2014, our chief executive officer and chief financial officer have concluded that, subject to the limitations noted above, the disclosure controls were effective to provide reasonable assurance that information required to be disclosed in the reports filed or submitted by the Company under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in internal control over financial reporting
There have been no changes during the period covered by this Quarterly Report on Form 10-Q in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| 7 |
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no unregistered sales of equity securities during the three month period ended August 31, 2014.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
Item 6. Exhibits
(a) The following documents are filed as part of this Report:
| (1) | Financial statements filed as part of this Report: |
| (i) | Consolidated Balance Sheets as of August 31, 2014 and February 28, 2014 (Unaudited); |
| (ii) | Consolidated Statements of Operations for the three months and six months ended August 31, 2014 and 2013 and the Period from September 23, 2010 (Inception) to August 31, 2014 (Unaudited); |
| (iii) | Consolidated Statements of Cash Flows for the six months ended August 31, 2014 and 2013 and the Period from September 23, 2010 (Inception) to August 31, 2014. (Unaudited); |
| (iv) | Notes to Consolidated Financial Statements (Unaudited) |
| 8 |
Item 6. Exhibits
(a) The following documents are filed as part of this Report:
| (1) | Financial statements filed as part of this Report: |
| (i) | Consolidated Balance Sheets as of August 31, 2014 and February 28, 2014 (Unaudited); |
| (ii) | Consolidated Statements of Operations for the three months and six months ended August 31, 2014 and 2013 and the Period from September 23, 2010 (Inception) to August 31, 2014 (Unaudited); |
| (iii) | Consolidated Statements of Cash Flows for the six months ended August 31, 2014 and 2013 and the Period from September 23, 2010 (Inception) to August 31, 2014. (Unaudited); |
| (iv) | Notes to Consolidated Financial Statements (Unaudited) |
| (2) | Exhibits filed as part of this Report: |
| Exhibit | ||
| Number | Description | |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-15e or 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-15e or 15d-15(e), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted 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.DEF | XBRL Taxonomy Extension Definition Linkbase Document * | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document * | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document * |
| * | Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
| 9 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: October 15, 2014 | CEFC GLOBAL STRATEGIC HOLDINGS, INC. | |
| (Registrant) | ||
| By: | /s/Yadong Liu | |
| Name: | Yadong Liu | |
| Title: | Chief Executive Officer | |
| By: | /s/Qinzhen Li | |
| Name: | Qinzhen Li | |
| Title: | Chief Financial Officer | |
10
EXHIBIT 31.1
CERTIFICATION
I, Yadong Liu, certify that;
(1) I have reviewed this quarterly report on Form 10-Q of CEFC Global Strategic Holdings, Inc.;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| By: | /s/Yadong Liu | |
| Name: | Yadong Liu | |
| Title: | Chief Executive Officer | |
| Date: | October 15, 2014 |
EXHIBIT 31.2
CERTIFICATION
I, Qinzhen Li that;
(1) I have reviewed this quarterly report on Form 10-Q of CEFC Global Strategic Holdings, Inc.;
(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4) The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
(5) The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| By: | /s/ Qinzhen Li | |
| Name: | Qinzhen Li | |
| Title: | Chief Financial Officer | |
| Date: | October 15, 2014 |
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying quarterly report on Form 10-Q of CEFC Global Strategic Holdings, Inc. for the quarter ended August 31, 2014, I certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:
(1) the quarterly Report on Form 10-Q of CEFC Global Strategic Holdings, Inc. for the quarter ended August 31, 2014 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the quarterly Report on Form 10-Q for the quarter ended August 31, 2014, fairly presents, in all material respects, the financial condition and results of operations of CEFC Global Strategic Holdings, Inc.
| By: | /s/Yadong Liu | |
| Name: | Yadong Liu | |
| Title: | Chief Executive Officer | |
| Date: | October 15, 2014 |
EXHIBIT 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying quarterly report on Form 10-Q of CEFC Global Strategic Holdings, Inc. for the quarter ended August 31, 2014, I certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:
(1) the quarterly report on Form 10-Q of CEFC Global Strategic Holdings, Inc. for the quarter ended August 31, 2014 complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the quarterly report on Form 10-Q for the quarter ended August 31, 2014 presents, in all material respects, the financial condition and results of operations of CEFC Global Strategic Holdings, Inc.
| By: | /s/Qinzhen Li | |
| Name: | Qinzhen Li | |
| Title: | Chief Financial Officer | |
| Date: | October 15, 2014 |
3CH?J0B*("$YLLS_1+;91X1;+XLBN%9)L
|
RELATED PARTY TRANSACTIONS (Detail Textuals) (USD $)
|
Aug. 31, 2014
|
Feb. 28, 2014
|
|---|---|---|
| Related Party Transaction [Line Items] | ||
| Due to related party | $ 195,955 | $ 91,676 |
|
Sino Ocean Fuel Holdings Limited
|
||
| Related Party Transaction [Line Items] | ||
| Due to related party | $ 195,955 |
|
CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $)
|
Aug. 31, 2014
|
Feb. 28, 2014
|
|---|---|---|
| Current assets | ||
| Cash | $ 79,966 | $ 8,826 |
| Prepaid Expenses | 1,133 | |
| Total assets | 79,966 | 9,959 |
| Current liabilities | ||
| Accounts payable | 6,762 | 2,778 |
| Due to related party | 195,955 | 91,676 |
| Total current liabilities | 202,717 | 94,454 |
| STOCKHOLDERS' DEFICIT | ||
| Common stock Authorized: 100,000,000 common shares with a par value of $0.001 Issued and outstanding: 6,900,000 common shares as of August 31, 2014 and February 28, 2014 | 6,900 | 6,900 |
| Additional paid in capital | 42,100 | 42,100 |
| Deficit accumulated during the development stage | (171,751) | (133,495) |
| Total stockholders' deficit | (122,751) | (84,495) |
| Total liabilities and stockholders' deficit | $ 79,966 | $ 9,959 |
|
BASIS OF PRESENTATION
|
6 Months Ended |
|---|---|
|
Aug. 31, 2014
|
|
| Organization, Consolidation and Presentation Of Financial Statements [Abstract] | |
| BASIS OF PRESENTATION | 1. BASIS OF PRESENTATION
On December 10, 2013, the registrant’s name changed from Astra Ventures, Inc. to “CEFC Global Strategic Holdings, Inc.” To effect the name change, we filed a Certificate of Amendment with the Nevada Secretary of State which became effective on December 10, 2013. The name change pursuant to the Certificate of Amendment was approved by our board of directors and by holders of a majority of the issued and outstanding shares of the Company’s common stock. The name change became effective on the Over-the-Counter Bulletin Board, where the registrant’s common stock is quoted for trading, at the open of business on December 10, 2013, under the new stock symbol “CGSH.”
The accompanying unaudited interim financial statements of CEFC Global Strategic Holdings, Inc., formerly known as Astra Ventures, Inc. (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for our interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements that would substantially duplicate the disclosure contained in the audited consolidated financial statements for fiscal 2014, as reported in the Form 10-K, have been omitted.
The consolidated financial statements include the accounts of the company’s wholly owned subsidiary, China Ocean Fuel Oil (USA) Co., Limited (“China Ocean”). All intercompany transactions, if any, are eliminated upon consolidations.
Going Concern
These financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company anticipates future losses in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand, loans from directors or related parties and/or issuance of common shares. |
|
RELATED PARTY TRANSACTIONS
|
6 Months Ended |
|---|---|
|
Aug. 31, 2014
|
|
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | 2. RELATED PARTY TRANSACTIONS
Shareholder advances represent advances made to us by our majority shareholder, Sino Ocean Fuel Holdings Limited (formerly known as Formula One Investments Limited), for working capital purposes amounting to $195,955 at August 31, 2014. These advances are non-interest bearing, due upon demand and are unsecured. |
|
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parentheticals) (USD $)
|
Aug. 31, 2014
|
Feb. 28, 2014
|
|---|---|---|
| Statement Of Financial Position [Abstract] | ||
| Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
| Common stock, shares authorized | 100,000,000 | 100,000,000 |
| Common stock, shares issued | 6,900,000 | 6,900,000 |
| Common stock, shares outstanding | 6,900,000 | 6,900,000 |
|
Document and Entity Information
|
6 Months Ended | |
|---|---|---|
|
Aug. 31, 2014
|
Oct. 14, 2014
|
|
| Document and Entity Information [Abstract] | ||
| Entity Registrant Name | CEFC GLOBAL STRATEGIC HOLDINGS, INC. | |
| Entity Central Index Key | 0001519955 | |
| Trading Symbol | cgsh | |
| Current Fiscal Year End Date | --02-28 | |
| Entity Filer Category | Smaller Reporting Company | |
| Entity Common Stock, Shares Outstanding | 6,900,000 | |
| Document Type | 10-Q | |
| Document Period End Date | Aug. 31, 2014 | |
| Amendment Flag | false | |
| Document Fiscal Year Focus | 2015 | |
| Document Fiscal Period Focus | Q2 |
|
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $)
|
3 Months Ended | 6 Months Ended | 47 Months Ended | ||
|---|---|---|---|---|---|
|
Aug. 31, 2014
|
Aug. 31, 2013
|
Aug. 31, 2014
|
Aug. 31, 2013
|
Aug. 31, 2014
|
|
| OPERATING EXPENSES | |||||
| General and administrative | $ 24,413 | $ 15,550 | $ 38,256 | $ 32,083 | $ 171,751 |
| NET LOSS | $ (24,413) | $ (15,550) | $ (38,256) | $ (32,083) | $ (171,751) |
| Basic And Diluted Loss Per Share (in dollars per share) | $ 0.00 | $ 0.00 | $ (0.01) | $ 0.00 | |
| Weighted Average Number Of Common Shares Outstanding (in shares) | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | |
|
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $)
|
6 Months Ended | 47 Months Ended | |
|---|---|---|---|
|
Aug. 31, 2014
|
Aug. 31, 2013
|
Aug. 31, 2014
|
|
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||
| Net loss | $ (38,256) | $ (32,083) | $ (171,751) |
| Change in operating assets and liabilities | |||
| Change in prepaid expenses | 1,133 | ||
| Change in accounts payable | 3,984 | 1,750 | 6,762 |
| CASH FLOWS USED IN OPERATING ACTIVITIES | (33,139) | (30,333) | (164,989) |
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||
| Shareholder advances | 104,279 | 10,000 | 195,955 |
| Cash received from sale of common stock | 49,000 | ||
| CASH FLOWS PROVIDED BY FINANCING ACTIVITIES | 104,279 | 10,000 | 244,955 |
| NET INCREASE (DECREASE) IN CASH | 71,140 | (20,333) | 79,966 |
| Cash, beginning of period | 8,826 | 25,064 | |
| Cash, end of period | 79,966 | 4,731 | 79,966 |
| Supplemental cash flow information: | |||
| Interest paid | |||
| Taxes paid | |||