S-1/A 1 wisemanglobal_s1a2.htm S-1/A


 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1/A

AMENDMENT NO. 2

 

 

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT

Wiseman Global Limited 

(Exact name of registrant as specified in its charter)

Date: December 12, 2018

 

Nevada 3630 32-0576335

(State or Other Jurisdiction

of Incorporation)

(Primary Standard Classification Code)

(IRS Employer

Identification No.) 

 

1308#39, Renmin 4th Road, Danshui Town,

Huizhou City, 516200 Guangdong, China

 

  Issuer's telephone number: +86 755 8489 9169

Company email: wisemanglobal@163.com

 

(Address, including zip code, and telephone number,
including area code, of registrant’s principal mailing address)

 

Please send copies of all correspondence to:

 

V FINANCIAL GROUP, LLC

http://www.vfinancialgroup.com

780 Reservoir Avenue, #123

Cranston, RI 02910

TELEPHONE: (401) 440-9533

FAX: (401) 633-7300

Email: jeff@vfinancialgroup.com

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. |X|

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration Statement number of the earlier effective registration statement for the same offering. |_|

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|_|

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|_|

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |_|  (Do not check if a smaller reporting company) Smaller reporting company |X|

 

CALCULATION OF REGISTRATION FEE

 

Title of Each

Class of

Securities

to be Registered

Amount to be

Registered

Proposed

Maximum

Offering Price

Per Share (1)

Proposed

Maximum

Aggregate Offering Price

Amount of

Registration

Fee (2)

         

Common Stock,

$0.0001 par value

30,000,000 $0.05 $1,500,000 $181.80

 

(1) The offering price has been arbitrarily determined by the Company and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price.
   
(2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933.

 

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY OUR EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

  


 

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. THERE IS NO MINIMUM PURCHASE REQUIREMENT FOR THE OFFERING TO PROCEED.

 

PRELIMINARY PROSPECTUS 

  

Wiseman Global Limited

30,000,000 SHARES OF COMMON STOCK

$0.0001 PAR VALUE PER SHARE

 

Prior to this Offering, no public market has existed for the common stock of Wiseman Global Limited. Upon completion of this Offering, we will attempt to have the shares quoted on the OTCQB operated by OTC Markets Group, Inc. There is no assurance that the Shares will ever be quoted on the OTCQB.  To be quoted on the OTCQB, a market maker must apply to make a market in our common stock.  As of the date of this Prospectus, we have not made any arrangement with any market makers to quote our shares.

 

In this public offering we, “Wiseman Global Limited” are offering 20,000,000 shares of our common stock and our selling shareholders are offering 10,000,000 shares of our common stock. We will not receive any of the proceeds from the sale of shares by the selling shareholders. The offering is being made on a self-underwritten, “best efforts” basis.  There is no minimum number of shares required to be purchased by each investor. The shares offered by the Company will be sold on our behalf by our Chief Executive Officer, Mr. Lai Jinpeng. Mr. Lai Jinpeng is deemed to be an underwriter of this offering. The selling shareholders are also deemed to be underwriters of this offering. There is uncertainty that we will be able to sell any of the 20,000,000 shares being offered herein by the Company. Mr. Lai Jinpeng will not receive any commissions or proceeds for selling the shares on our behalf.  All of the shares being registered for sale by the Company will be sold at a fixed price of $0.05 per share for the duration of the Offering. Additionally, all of the shares offered by the selling shareholders will be sold at a fixed price of $0.05 for the duration of the Offering. Assuming all of the 20,000,000 shares being offered by the Company are sold, the Company will receive $1,000,000 in net proceeds. Assuming 15,000,000 shares (75%) being offered by the Company are sold, the Company will receive $750,000 in net proceeds. Assuming 10,000,000 shares (50%) being offered by the Company are sold, the Company will receive $500,000 in net proceeds. Assuming 5,000,000 shares (25%) being offered by the Company are sold, the Company will receive $250,000 in net proceeds. There is no minimum amount we are required to raise from the shares being offered by the Company and any funds received will be immediately available to us. There is no guarantee that we will sell any of the securities being offered in this offering. Additionally, there is no guarantee that this Offering will successfully raise enough funds to institute our Company's business plan. Additionally, there is no guarantee that a public market will ever develop and you may be unable to sell your shares.

 

This primary offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this Prospectus, unless extended by our directors for an additional 90 days. We may however, at any time and for any reason terminate the offering.

 

*Mr. Lai Jinpeng will be selling shares of common stock on behalf of the Company simultaneously to selling shares of his own personal stock from his own account. A conflict of interest may arise between Mr. Lai Jinpeng ’s interest in selling shares for his own account and in selling shares on the Company’s behalf. Regarding the sale of Mr. Lai Jinpeng ’s shares, they will be sold at a fixed price of $0.05 for the duration of the offering.

 

The Company estimates the costs of this offering at about $60,182. All expenses incurred in this offering are being paid for by the Company. For the duration of the offering any and all sellers of the shares being registered herein agree to provide this prospectus to potential investors in its entirety.

 

The proceeds from the sale of the securities sold on behalf of the Company will be placed directly into the Company’s account; any investor who purchases shares will have no assurance that any monies, beside their own, will be subscribed to the prospectus. All proceeds from the sale of the securities are non-refundable, except as may be required by applicable laws.

 

The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, which became law in April 2012 and will be subject to reduced public company reporting requirements.

 

THESE SECURITIES ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK.  YOU SHOULD PURCHASE SHARES ONLY IF YOU CAN AFFORD THE COMPLETE LOSS OF YOUR INVESTMENT.  PLEASE REFER TO ‘RISK FACTORS’ BEGINNING ON PAGE 5.

 

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

You should rely only on the information contained in this Prospectus and the information we have referred you to. We have not authorized any person to provide you with any information about this Offering, the Company, or the shares of our Common Stock offered hereby that is different from the information included in this Prospectus. If anyone provides you with different information, you should not rely on it.

   

The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus. 

 

TABLE OF CONTENTS

 

PART I PROSPECTUS PAGE
   
PROSPECTUS SUMMARY 2
RISK FACTORS 5
SUMMARY OF FINANCIAL INFORMATION 13
MANAGEMENT’S DISCUSSION AND ANALYSIS 16
INDUSTRY OVERVIEW 17
FORWARD-LOOKING STATEMENTS 18
DESCRIPTION OF BUSINESS 18
USE OF PROCEEDS 20
DETERMINATION OF OFFERING PRICE 20
DILUTION 21
SELLING SHAREHOLDERS 22
PLAN OF DISTRIBUTION 23
DESCRIPTION OF SECURITIES 24
INTERESTS OF NAMED EXPERTS AND COUNSEL 25
REPORTS TO SECURITIES HOLDERS 25
DESCRIPTION OF FACILITIES 25
LEGAL PROCEEDINGS 26
PATENTS AND TRADEMARKS 26
DIRECTORS AND EXECUTIVE OFFICERS 26
EXECUTIVE COMPENSATION 26
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 29
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 29
PRINCIPAL ACCOUNTING FEES AND SERVICES 29
MATERIAL CHANGES 29
FINANCIAL STATEMENTS F1-F23
   
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS  
   
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION 30
INDEMNIFICATION OF OFFICERS AND DIRECTORS 30
RECENT SALES OF UNREGISTERED SECURITIES 31
EXHIBITS TO THE REGISTRATION STATEMENT 31
UNDERTAKINGS 32
SIGNATURES 33

 

You should rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securities and Exchange Commission. We have not authorized anyone to provide you with additional information or information different from that contained in this prospectus filed with the Securities and Exchange Commission. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

 

Through December 16, 2019, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

 

 The date of this prospectus is __________________.

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PROSPECTUS SUMMARY

 

In this Prospectus “Wiseman Global Limited,” “Wiseman,” the “Company,’’ ‘‘we,’’ ‘‘us,’’ and ‘‘our,’’ refer to Wiseman Global Limited, unless the context otherwise requires. Unless otherwise indicated, the term ‘‘fiscal year’’ refers to our fiscal year ending December 31st. Unless otherwise indicated, the term ‘‘common stock’’ refers to shares of the Company’s common stock.

 

This Prospectus, and any supplement to this Prospectus include “forward-looking statements”. To the extent that the information presented in this Prospectus discusses financial projections, information or expectations about our business plans, results of operations, products or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-looking statements can be identified by the use of words such as “intends”, “anticipates”, “believes”, “estimates”, “projects”, “forecasts”, “expects”, “plans” and “proposes”. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others, the cautionary statements in the “Risk Factors” section and the “Management’s Discussion and Analysis of Financial Position and Results of Operations” section in this Prospectus.

 

This summary only highlights selected information contained in greater detail elsewhere in this Prospectus. This summary may not contain all of the information that you should consider before investing in our common stock. You should carefully read the entire Prospectus, including “Risk Factors” beginning on Page 5, and the financial statements, before making an investment decision.

 

The Company

 

Wiseman Global Limited, a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on July 17, 2018.

On September 12, 2018 We, “Wiseman Global Limited,” a Nevada corporation, acquired 100% of the equity interests of Wisdom Global Group Co., Limited, a Seychelles Company, in consideration of 50,000 US Dollars. Wisdom Global Group Co., Limited, a Seychelles Company, owns 100% of Wiseman Global Limited, a Hong Kong Company.

On September 7, 2018, Wisdom Global Group Co., Limited, our wholly owned subsidiary, acquired 100% of the equity interests of Wiseman Global Limited, a Hong Kong Company, from our Chief Executive Officer, Mr. Lai Jinpeng, in consideration of 100 Hong Kong Dollars (Equivalent to about 13 US Dollars).

At this time, we operate exclusively through our wholly owned subsidiary and share the same business plan as our wholly owned subsidiary, which also shares the same business plan as its wholly owned subsidiary, Wiseman Global Limited, the Hong Kong Company.

We are engaged in the sale of household appliances and related products with a focus on the Greater China region including, but not limited to, Shenzhen and Hong Kong.

 

The Company’s executive office is located at 1308#39, Renmin 4th Road, Danshui Town, Huizhou City, 516200 Guangdong, China.

 

We believe we need to raise $1,000,000 to execute our business plan over the next 12 months. The funds raised in this offering, even assuming we sell all the shares being offered, may be insufficient to carry out our intended business operations.

 

We will receive proceeds from the sale of 20,000,000 shares of our common stock and intend to use the proceeds from this offering to further develop and market our lineup of products and services. There is uncertainty that we will be able to sell any of the 20,000,000 shares being offered herein by the Company. The expenses of this offering, including the preparation of this prospectus and the filing of this registration statement, estimated at $60,182, are being paid for by the Company. The maximum proceeds to us from this offering ($1,000,000) will satisfy our basic subsistence level, cash requirements for up to 12 months. 75% of the possible proceeds from the offering by the company ($750,000) will satisfy our basic, subsistence level cash requirements for up to 9 months, while 50% of the proceeds ($500,000) will sustain us for up to 6 months, and 25% of the proceeds ($250,000) will sustain us for up to 3 months. Our budgetary allocations may vary, however, depending upon the percentage of proceeds that we obtain from this offering. For example, we may determine that it is more beneficial to allocate funds toward securing potential financing and business opportunities in the short terms rather than to conserve funds to satisfy continuous disclosure requirements for a longer period. During the 12 months following the completion of this offering, we intend to continue our current business plan and increase our current level of operations.

 

We believe that if we are not able to raise additional capital within 12 months of the effective date of this registration statement, we may be adversely affected and may have to curtail operations or continue operations at a limited level that is financially suitable for the Company.

 

We believe that if we are not able to raise additional capital within 12 months of the effective date of this registration statement, we may be adversely affected and may have to curtail operations or continue operations at a limited level that is financially suitable for the Company.

 

Our financial statements included herein, have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, included herein, for the period ended September 30, 2018, the Company incurred a net loss of $37,932 and used cash in operating activities of $35,432, and at September 30, 2018, the Company had a working capital deficiency of $32,932.

 

These conditions raise 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’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. 

 

The Company expects to finance its operations primarily through cash flow from revenue and continuing financial support from a shareholder. In the event that we require additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the shareholder has indicated the intent and ability to provide additional financing.

 

No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stock holders, in the case of equity financing.

 

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Our Offering

 

We have authorized capital stock consisting of 800,000,000 shares of common stock, $0.0001 par value per share (“Common Stock”) and 200,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). We have 50,000,000 shares of Common Stock and no shares of Preferred Stock issued and outstanding. Through this offering we will register a total of 30,000,000 shares. These shares represent 20,000,000 additional shares of common stock to be issued by us and 10,000,000 shares of common stock by our selling stockholders. We may endeavor to sell all 20,000,000 shares of common stock after this registration statement becomes effective. Upon effectiveness of this Registration Statement, the selling stockholders may also sell their own shares. The price at which we, the company, offer these shares is at a fixed price of $0.05 per share for the duration of the offering. The selling stockholders will also sell shares at a fixed price of $0.05 for the duration of the offering. There is no arrangement to address the possible effect of the offering on the price of the stock. We will receive all proceeds from the sale of our common stock but we will not receive any proceeds from the selling stockholders.

 

*The primary offering on behalf of the Company is separate from the secondary offering of the selling stockholders in that the proceeds from the shares of stock sold by the selling stockholder’s will go directly to them, not the Company. The same idea applies if the Company approaches or is approached by investors who then subsequently decide to invest with the Company. Those proceeds would then go to the Company. Whomever the investors decide to purchase the shares from will be the beneficiary of the proceeds. None of the proceeds from the selling stockholder’s will be utilized or given to the Company. Mr. Lai Jinpeng will clarify for investors at the time of purchase whether the proceeds are going to the Company or directly to himself.

 

*Mr. Lai Jinpeng will be able to sell his shares at any time during the duration of this offering. Regarding the sale of Mr. Lai Jinpeng’s shares, they will be sold at a fixed price of $0.05 for the duration of the offering.

 

*Mr. Lai Jinpeng will be selling shares of common stock on behalf of the Company simultaneously to selling shares of his own personal stock from his own account. A conflict of interest may arise between Mr. Lai Jinpeng ’s interest in selling shares for his own account and in selling shares on the Company’s behalf. Please note that at this time Mr. Lai Jinpeng intends to sell the Company’s shares prior to selling his own shares, although he is under no obligation to do so. Mr. Lai Jinpeng will decide whether shares are being sold by the Company or by Mr. Lai Jinpeng himself.

 

*We will notify investors by filing an information statement that will be available for public viewing on the SEC Edgar Database of any such extension of the offering.

   
Securities being offered by the Company

20,000,000 shares of common stock, at a fixed price of $0.05 offered by us in a direct offering. Our offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this prospectus unless extended by our Board of Directors for an additional 90 days. We may however, at any time and for any reason terminate the offering.

 

Securities being offered by the Selling Stockholders 10,000,000 shares of common stock, at a fixed price of $0.05 offered by selling stockholders in a resale offering. As previously mentioned this fixed price applies at all times for the duration of the offering. The offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this prospectus, unless extended by our Board of Directors for an additional 90 days. We may however, at any time and for any reason terminate the offering.
   
Offering price per share We and the selling shareholders will sell the shares at a fixed price per share of $0.05 for the duration of this Offering.
   
Number of shares of common stock outstanding before the offering of common stock 50,000,000 common shares are currently issued and outstanding.
   
Number of shares of common stock outstanding after the offering of common stock 70,000,000 common shares will be issued and outstanding if we sell all of the shares we are offering.
   
The minimum number of shares to be
sold in this offering
None.
   
Market for the common shares There is no public market for the common shares. The price per share is $0.05.
   
  We may not be able to meet the requirement for a public listing or quotation of our common stock. Furthermore, even if our common stock is quoted or granted listing, a market for the common shares may not develop.
   
  The offering price for the shares will remain at $0.05 per share for the duration of the offering.

 

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Use of Proceeds We intend to use the gross proceeds to us to pay for daily operating expenses, advertising and marketing expenses, fees for ongoing reporting requirements, accounting expenses, research and development of new products offerings, and expenses related to this offering. We also intend to use some of the proceeds to possibly consummate mergers or acquisitions that may further our business plan.
   
Termination of the Offering This offering will terminate upon the earlier to occur of (i) 365 days after this registration statement becomes effective with the Securities and Exchange Commission, or (ii) the date on which all 30,000,000 shares registered hereunder have been sold. We may, at our discretion, extend the offering for an additional 90 days. At any time and for any reason we may also terminate the offering.
   
Terms of the Offering Our Chief Executive Officer, Mr. Lai Jinpeng will sell the 20,000,000 shares of common stock on behalf of the company, upon effectiveness of this registration statement, on a BEST EFFORTS basis.
Subscriptions:

All subscriptions once accepted by us are irrevocable.

 

Registration Costs

We estimate our total offering registration costs to be approximately $60,182.

 

Risk Factors: See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in shares of our common stock.

  

You should rely only upon the information contained in this prospectus. We have not authorized anyone to provide you with information different from that which is contained in this prospectus. We are offering to sell common stock and seeking offers to common stock only in jurisdictions where offers and sales are permitted.

 

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RISK FACTORS

 

Please consider the following risk factors and other information in this prospectus relating to our business before deciding to invest in our common stock.

 

This offering and any investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and all of the information contained in this prospectus before deciding whether to purchase our common stock. If any of the following risks actually occur, our business, financial condition and results of operations could be harmed. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

 

We consider the following to be the material risks for an investor regarding this offering. Our company should be viewed as a high-risk investment and speculative in nature. An investment in our common stock may result in a complete loss of the invested amount.

 

An investment in our common stock is highly speculative, and should only be made by persons who can afford to lose their entire investment in us. You should carefully consider the following risk factors and other information in this report before deciding to become a holder of our common stock. If any of the following risks actually occur, our business and financial results could be negatively affected to a significant extent.

 

Risks Relating to Our Company and Our Industry

 

Competition from both large, established industry participants and new market entrants may negatively affect our current and future results of operations.

 

We face vigorous competition from companies throughout the world, including large multi-billion-dollar industry run by large brands with a global presence and strong brand recognition in the home appliance industry. Some established competitors have greater resources and better accessibility than us, therefore they are able to adapt quicker to changes in customer requirements and reach customers easier from all over the globe. If we are unable to continue to compete effectively on a global basis, it could have an adverse impact on our business, results of operations and financial condition.

 

Development of the Wiseman Home System is ongoing, and as such development is subject to inherent risks.

 

The features of the “Wiseman Home System” are not yet finalized and we have not yet commenced development. We expect application development to occur subsequent to the conclusion of our offering. If our anticipated timeline is accurate, we anticipate it will be fully developed and completed by the end of 2019. However, any number of factors could alter our timeline over the course of development, and as such we cannot predict the conclusion of development with any more specificity. Additionally, it is possible that we will encounter as-of-yet unforeseen difficulties during the development period of the Wiseman Home System that could alter our plans significantly, or in a worst-case scenario force us to abandon our plans for the Wiseman Home System entirely.

 

Our operating results may prove unpredictable which could negatively affect our profit.

 

Our operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which we have no control. Factors that may cause our operating results to fluctuate significantly include: our inability to generate enough working capital from future equity sales; the level of commercial acceptance by clients of our services; fluctuations in the demand for our service the amount and timing of operating costs and capital expenditures relating to expansion of our business, operations and infrastructure and general economic conditions. If realized, any of these risks could have a material adverse effect on our business, financial condition and operating results.

 

If we are unable to gain any significant market acceptance for our service or establish a significant market presence, we may be unable to generate sufficient revenue to continue our business.

 

Our growth strategy is substantially dependent upon our ability to successfully market our service to prospective clients. However, our planned services may not achieve significant acceptance. Such acceptance, if achieved, may not be sustained for any significant period of time. Failure of our services to achieve or sustain market acceptance could have a material adverse effect on our business, financial conditions and the results of our operations.

 

Changes in customer expectation in our industry and market may materially affect the results of our operations.

 

The risk of not meeting our customer expectations may result in a shift in market shares. Our customers may not be satisfied with the products we deliver, therefore there is a possibility that they will choose products offered by our competitors. This may result in lower sales revenue and market share.

 

A decline in general economic condition could lead to reduced consumer demand and could negatively impact our business operation and financial condition, which in turn could have a material adverse effect on our business, financial condition and results of operations.

 

Our operating and financial performance may be adversely affected by a variety of factors that influence the general economy. Consumer spending habits, including spending for the the household appliances and related products we sell, are affected by, among other things, prevailing economic conditions, levels of unemployment, salaries and wage rates, prevailing interest rates, income tax rates and policies, consumer confidence and consumer perception of economic conditions. In addition, consumer purchasing patterns may be influenced by consumers’ disposable income. In the event of an economic slowdown, consumer spending habits could be adversely affected and we could experience lower net sales than expected on a quarterly or annual basis which could have a material adverse effect on our business, financial condition and results of operations.

 

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The economy of China in general might not grow as quickly as expected, which could adversely affect our revenues and business prospects.

 

Our business and prospects depend on the continuing development of the economy in China. We cannot assure you that the Chinese economy will continue to grow at the same pace as in the past. Economic growth is determined by countless factors, and it is extremely difficult to predict with any level of absolute certainty. In the event that the Chinese economy suffers, demand for the services and/or products of our wholly owned subsidiaries may diminish, which would in turn result in decreased likelihood of profitability. This could in turn result in a substantial need for restructuring of our business objectives and could result in a partial or entire loss of an investment in our Company.

 

Management’s ability to implement the business strategy may be slower than expected and we may be unable to generate a profit.

 

Our business plans, including offering a variety of electronic appliances, may not occur. Our growth strategy is subject to significant risks which you should carefully consider before purchasing the shares we are offering.

 

Our services may be slow to achieve profitability, or may not become profitable at all, which will result in losses. There can be no assurance that we will succeed.

 

We may be unable to enter into our intended markets successfully. The factors that could affect our growth strategy include our success in (a) developing our business plan, (b) obtaining our clients, (c) obtaining adequate financing on acceptable terms, and (d) adapting our internal controls and operating procedures to accommodate our future growth.

 

Our systems, procedures and controls may not be adequate to support the expansion of our business operations. Significant growth will place managerial demands on all aspects of our operations. Our future operating results will depend substantially upon our ability to manage changing business conditions and to implement and improve our technical, administrative and financial controls and reporting systems.

   

If we fail to convince individuals/sales teams to purchase products from us, our business plan may fail.

 

The risk of failing to convince potential wholesaler or retailer to purchase products from us may result in the failure of our business plan. Many wholesalers and/or retailers may not be interested in selling products we sell because there is no certainty that our business will succeed. Currently, we do not have any formal arrangements with trusted companies, or any other companies, to purchase products from us.

 

We and our vendors are subject to laws and regulations that could require us to modify our current business practices and incur increased costs, which could have a material adverse effect on our business, financial condition and results of operations.

 

In our industry, we are subject to numerous laws and regulations, including labor, employment and taxation laws to which most retailers are typically subject to. The formulation, manufacturing, packaging, labeling, distribution, sale and storage of our inventory are subject to extensive regulation by various federal agencies and regulatory bodies. If we fail to comply with those regulations, we would subject to significant penalties or claims, which would harm our business operations. In addition, the adoption of new regulations or changes in the interpretations of existing regulations may result in significant compliance costs or discontinuation of product sales and may impair the marketability of products we may offer, resulting in significant loss of net sales. Our failure to comply with regulations may result in enforcement actions and imposition of penalties or otherwise harm the distribution and sale of products we may offer for sale.

 

If our Company is dissolved, it is unlikely that there will be sufficient assets remaining to distribute to our shareholders.


In the event of the dissolution of our Company, the proceeds realized from the liquidation of our assets, if any, will be used primarily to pay the claims of our creditors, if any, before there can be any distribution to the shareholders. In that case, the ability of purchasers of the offered shares to recover all or any portion of the purchase price for the offered shares will depend on the amount of funds realized and the claims to be satisfied there from. 

 

An increase in the demand or the price of raw materials could hurt our profitability.

 

The raw materials used to manufacture the products we acquire from third party manufacturers are subject to availability constraints and price volatility caused by weather, supply conditions, government regulations, general economic conditions and other unpredictable factors. All of these aforementioned factors cannot be predicted as they are outside of our scope of control. In the event that the products we acquire from third party manufacturers increase in price, we will be required to increase the cost to our consumers, which could result in decreased sales and consumers to find alternative sources for comparable products.

 

Compliance with changing regulation of corporate governance and public disclosure will result in additional expenses.

 

Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and related SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the public markets and public reporting. Our management team will need to invest significant management time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to these compliance activities.

 

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The Company’s ability to expand its operations will depend upon the company’s ability to raise significant additional financing as well as to generate continuous income stream.

 

Developing our business may require significant capital in the future. To meet our capital needs, we expect to rely on our cash flow from operations and, potentially, third-party financing. Third-party financing may not, however, be available on terms favorable to us, or at all. Our ability to obtain additional funding will be subject to various factors, including market conditions, our operating performance, lender sentiment and our ability to incur additional debt. These factors may make the timing, amount, terms and conditions of additional financings unattractive. Our inability to raise capital could lead to a slowdown in our growth.

 

At present, the Company has conducted very minimal operations, and there can be no assurances that our planned operations will succeed.

 

Currently, the operations of our wholly owned subsidiary have been limited to developing our business plan. There can be no assurances, or guarantees, that our efforts to promote products we may offer for sale will succeed or that we will be able to successfully market the products. In the event that we cannot successfully complete our business objective you may lose all, or part, of your investments.

  

Adverse developments in our existing areas of operation could adversely impact our results of operations, cash flows and financial condition.

 

Our operations are focused on utilizing our sales efforts which are principally located in China. As a result, our results of operations, cash flows and financial condition depend upon the demand for our services in China. Due to the lack of broad diversification in industry type and geographic location, adverse developments in our current segment of the midstream industry, or our existing areas of operation, could have a significantly greater impact on our results of operations, cash flows and financial condition than if our operations were more diversified.

 

We expect our quarterly financial results to fluctuate.

 

We expect our net sales and operating results to vary significantly from quarter to quarter due to a number of factors, including changes in:

 

• General economic conditions;

• The demand for products under our brand name;

• Our ability to retain, grow our business and attract new clients;

• Administrative costs;

• Advertising and other marketing costs;

• Development costs for the Wiseman Home System.

 

As a result of the variability of these and other factors, our operating results in future quarters may be below the expectations of public market analysts and investors.

 

Our Officers and Directors lack experience in the reporting and disclosure obligations of publicly-traded companies.

 

The lack of reporting and disclosure experience may impair our ability to maintain effective internal controls over financial reporting and disclosure controls and procedures, which may result in material misstatements to our financial statements and an inability to provide accurate financial information to our stockholders. Consequently, our operations, future earnings and ultimate financial success could suffer irreparable harm due to our Officer’s and Director’s ultimate lack of experience in our industry and with publicly-traded companies and their reporting requirements in general.

 

A lack of a PRC operating subsidiary or a VIE structure to operate in the PRC can limit our business expansion in PRC and lead to a slowdown in our growth.

 

Wiseman Global Limited is an early stage company that intends to distribute a full line of major household appliances and related products throughout China (PRC) and Hong Kong. Currently, the Company only operates in Hong Kong, but has intentions to expand into mainland China in the future. All plans pertaining to a future expansion into China are speculative at this point in time, and cannot be determined with any level of specificity. Wiseman Global Limited, a Hong Kong Company, is exploring the possibility of incorporating a wholly owned subsidiary in the PRC, for operations that may, in the future, take place in mainland China, however, these plans remain speculative in nature. A lack of a PRC operating subsidiary or a VIE structure to operate in the PRC can limit our business expansion in PRC and lead to a slowdown in our growth.

 

Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

 

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, 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 and includes those policies and procedures that: pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and/or directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements. Investors relying upon this misinformation may make an uninformed investment decision. If we could not provide reliable financial reports, our business and operating results could be harmed, investors could lose confidence in our reported financial information. This could result in the trading price of our common stock to drop significantly and result in a loss of some or all of your investment.

 

If we fail to maintain a quality service and value, our sales are likely to be negatively affected.

 

Our success depends on the safety and quality of third-party products that we obtain for our clients. Our future customers will identify our brand name with a certain level of quality and value. If we could not meet this perceived value or level of quality, we may be negatively affected and our operating results may suffer. Additionally, any failure on the part of third-party manufacturers to maintain the quality of their products, will in turn substantially harm the results of our business operations, potentially forcing us to identify other third-party manufacturers or alter our business strategy significantly.

 

Payment of dividends is subject to restrictions under Nevada, Hong Kong, and PRC (People's Republic of China) laws.

 

Under Nevada law, we may only pay dividends subject to our ability to service our debts as they become due and provided that our assets will exceed our liabilities after the dividend. Our ability to pay dividends will therefore depend on our ability to generate sufficient profits. Under the Hong Kong Companies Ordinance, we are permitted to make payments of dividends from distributable profits (that is, accumulated realized profits less its accumulated realized losses). In addition, because of the various rules applicable to our operations in China and the regulations on foreign investments as well as the applicable tax law, we may be subject to further limitations on our ability to declare and pay dividends to our shareholders.

 

We can give no assurance that we will declare dividends of any amounts, at any rate or at all in the future. The declaration of future dividends, if any, will be at the discretion of our board of directors and will depend upon our future operations and earnings, capital requirements, general financial conditions, legal and contractual restrictions and other factors that our board of directors may deem relevant.

 

We face the risk that changes in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in the PRC and the profitability of such business.

 

The PRC’s economy is in a transition from a planned economy to a market-oriented economy subject to five-year and annual plans adopted by the central government that set national economic development goals. Policies of the PRC government can have significant effects on the economic conditions of the PRC. The PRC government has confirmed that economic development will follow the model of a market economy. Under this direction, we believe that the PRC will continue to strengthen its economic and trading relationships with foreign countries and business development in the PRC will follow market forces. While we believe that this trend will continue, we cannot assure you that this will be the case. A change in policies by the PRC government could adversely affect our interests by, among other factors: changes in laws, regulations or the interpretation thereof, confiscatory taxation, restrictions on currency conversion, imports or sources of supplies, or the expropriation or nationalization of private enterprises. Although the PRC government has been pursuing economic reform policies for more than two decades, we cannot assure you that the government will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption, or other circumstances affecting the PRC’s political, economic and social environment.

 

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Introduction of new laws or changes to existing laws by the PRC government may adversely affect our business.

 

The PRC legal system is a codified legal system made up of written laws, regulations, circulars, administrative directives and internal guidelines. Unlike common law jurisdictions like the U.S., decided cases (which may be taken as reference) do not form part of the legal structure of the PRC and thus have no binding effect on subsequent cases with similar issues and fact patterns. Furthermore, in line with its transformation from a centrally-planned economy to a more free market-oriented economy, the PRC government is still in the process of developing a comprehensive set of laws and regulations. As the legal system in the PRC is still evolving, laws and regulations or the interpretation of the same may be subject to further changes. For example, the PRC government may impose restrictions on the amount of service fees that may be payable by municipal governments to wastewater and sludge treatment service providers. Also, the PRC central and municipal governments may impose more stringent environmental regulations which would affect our ability to comply with, or our costs to comply with, such regulations. Such changes, if implemented, may adversely affect our business operations and may reduce our profitability

  

The Hong Kong economy may be vulnerable to slowdown in Chinese activity and world trade.

 

Since Hong Kong is now closely linked to China with respect to economic and political development, Hong Kong economic and political development will be more likely to be affected by China’s development. As there are more and more mainland Chinese companies listed on The Hong Kong Stock Exchange and industries in general are becoming delocalized to mainland China, the Hong Kong stock market and local economy will become more vulnerable to the economic development in the mainland China. If the economic development in China becomes unstable, the Hong Kong economy will be negatively affected. Besides, the Hong Kong economy is externally oriented and highly dependent on trade with the rest of the world. Our business may be subject to the cyclical effect of the economic development in the world.

 

American investors may have difficulty enforcing judgments against our Company and Officers.

 

We are a Nevada corporation and most of our assets are and will be located outside of the United States. Almost all of our operations will be conducted in China. In addition, our officers and directors are nationals and residents of a country other than the United States. All of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon them. It may also be difficult to enforce court judgments on the civil liability provisions of the U.S. federal securities laws against our Company and our officer and director, since he is not a resident in the United States. In addition, there is uncertainty as to whether the courts of Hong Kong or other Asian countries would recognize or enforce judgments of U.S. courts.

 

Our Chief Executive Officer, Mr. Lai Jinpeng, owns approximately 40% of the voting power of Wiseman Global Limited.

 

Mr. Lai has substantial voting power in all matters submitted to our stockholders for approval including:

 

• Election of our board of directors;

• Removal of any of our directors;

•Amendment of our Certificate of Incorporation or bylaws;

•Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.

 

As a result of Mr. Lai’s ownership in the Company he is able to substantially influence all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. Mr. Lai’s voting power may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

 

Mr. Zhao Zhiming, owns approximately 55% of the voting power of Wiseman Global Limited.

 

Mr. Zhiming has substantial voting power in all matters submitted to our stockholders for approval including:

 

• Election of our board of directors;

• Removal of any of our directors;

•Amendment of our Certificate of Incorporation or bylaws;

•Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.

 

As a result of Mr. Zhiming’s ownership in the Company he is able to substantially influence all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. Mr. Zhiming’s voting power may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

 

The success of our business depends on our ability to maintain and enhance our reputation and brand.

 

We believe that our reputation in the household appliance industry is of significant importance to the success of our business. A well-recognized brand is critical to increasing our customer base and, in turn, increasing our revenue. Since the household appliance industry is highly competitive, our ability to remain competitive depends to a large extent on our ability to maintain and enhance our reputation and brand, which could be difficult and expensive. To maintain and enhance our reputation and brand, we need to successfully manage many aspects of our business, such as cost-effective marketing campaigns to increase brand recognition and awareness in a highly competitive market.

 

We will continue to conduct various marketing and brand promotion activities. We cannot assure you, however, that these activities will be successful and achieve the brand promotion goals we expect. If we fail to maintain and enhance our reputation and brand, or if we incur excessive expenses in our efforts to do so, our business, financial conditions and results of operations could be adversely affected.

 

Our success depends substantially on the continuing efforts of our senior executives and other key personnel, and our business may be severely disrupted if we lose their services.

 

Our future success heavily depends upon the continued services of our senior executives and other key employees. If one or more of our senior executives or key employees are unable or unwilling to continue in their present positions, it could disrupt our business operations, and we may not be able to replace them easily or at all. In addition, competition for senior executives and key personnel in our industry is intense, and we may be unable to retain our senior executives and key personnel or attract and retain new senior executives and key personnel in the future, in which case our business may be severely disrupted.

 

Our company future success is dependent, in part, on the performance and continued service of Mr. Lai Jinpeng, our Chief Executive Officer. Without his continued service, we may be forced to interrupt or eventually cease our operations.

 

We are presently dependent to a great extent upon the experience, abilities and continued services of Mr. Lai Jinpeng, our Chief Executive Officer. The loss of his services would delay our business operations substantially.

 

We are an “emerging growth company” under the JOBS Act of 2012, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

 

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

 

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. An “emerging growth company” can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to follow the extended transition period, and as a result, we will delay adoption of certain new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.  

 

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Risks Relating to the Company’s Securities

 

We may never have a public market for our common stock or may never trade on a recognized exchange. Therefore, you may be unable to liquidate your investment in our stock.

 

There is no established public trading market for our securities. Our shares are not and have not been listed or quoted on any exchange or quotation system.

 

In order for our shares to be quoted, a market maker must agree to file an application with the Financial Industry Regulatory Authority (FINRA) to have our common stock quoted on the OTC Marketplace. In addition, it is possible that such application for quotation may not be approved and even if approved it is possible that a regular trading market will not develop or that if it did develop, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.

 

We may, in the future, issue additional shares of our common stock, which may have a dilutive effect on our stockholders.

 

Our Certificate of Incorporation authorizes the issuance of 800,000,000 shares of common stock, of which 50,000,000 shares are issued and outstanding as of the date of this filing. The future issuance of our common shares may result in substantial dilution in the percentage of our common shares held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.

 

We may issue shares of preferred stock in the future that may adversely impact your rights as holders of our common stock.

 

Our Certificate of Incorporation authorizes us to issue up to 200,000,000 shares of preferred stock. Accordingly, our board of directors will have the authority to fix and determine the relative rights and preferences of preferred shares, as well as the authority to issue such shares, without further stockholder approval.

 

Our preferred Stock does not have any dividend, conversion, liquidation, or other rights or preferences, including redemption or sinking fund provisions. However, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock. To the extent that we do issue such additional shares of preferred stock, your rights as holders of common stock could be impaired thereby, including, without limitation, dilution of your ownership interests in us. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult, which may not be in your interest as holders of common stock. 

 

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Our securities have no prior market and an active trading market may not develop, which may cause our common stock to trade at a discount from the initial public offering price.

 

Prior to this offering there has been no public market for our common stock. The initial public offering price for our common stock will be determined through negotiations between us and the representatives of the underwriters and may not be indicative of the market price of our common stock after this offering. If you purchase shares of our common stock, you may not be able to resell those shares at or above the initial public offering price. We cannot predict the extent to which investor interest in us will lead to the development of an active trading market on or otherwise or how liquid that market might become. An active public market for our common stock may not develop or be sustained after the offering. If an active public market does not develop or is not sustained, it may be difficult for you to sell your shares of common stock at a price that is attractive to you, or at all.

 

We do not currently intend to pay dividends on our common stock and consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.

 

We have never declared or paid any cash dividends on our common stock and do not currently intend to do so for the foreseeable future. We currently intend to invest our future earnings, if any, to fund our growth. Therefore, you are not likely to receive any dividends on your common stock for the foreseeable future and the success of an investment in shares of our common stock will depend upon any future appreciation in its value. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares.

 

The costs to meet our reporting and other requirements as a public company subject to the Exchange Act of 1934 and will be substantial, which may result in us having insufficient funds to expand our business or even to meet routine business obligations.

 

As a public entity, subject to the reporting requirements of the Exchange Act of 1934, we will continue to incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements. We estimate that these costs will range up to $25,000 per year for the next few years and will be higher if our business volume and activity increases. As a result, we may not have sufficient funds to grow our operations.

 

State Securities Laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell Shares.

 

Secondary trading in our common stock may not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, the common stock cannot be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted.

 

Our Auditor has issued an opinion of a Going Concern.

 

Our financial statements included herein, have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, included herein, for the period ended September 30, 2018, the Company incurred a net loss of $37,932 and used cash in operating activities of $35,432, and at September 30, 2018, the Company had a working capital deficiency of $32,932.

 

These conditions raise 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’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. 

 

The Company expects to finance its operations primarily through cash flow from revenue and continuing financial support from a shareholder. In the event that we require additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the shareholder has indicated the intent and ability to provide additional financing.

 

No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stock holders, in the case of equity financing.

 

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 Risks Relating to this Offering 

 

Investors cannot withdraw funds once invested and will not receive a refund.

 

Investors do not have the right to withdraw invested funds. Subscription payments will be paid to Wiseman Global Limited, or a subsidiary of the Company and held in our corporate bank account or that of our subsidiary if the Subscription Agreements are in good order and the Company accepts the investor’s investment. Therefore, once an investment is made, investors will not have the use or right to return of such funds.

 

Mr. Lai Jinpeng will be able to sell his shares at any time during the duration of this offering. This may pose a conflict of interest since he is also selling shares on behalf of the company in this offering. It is possible that this conflict of interest could affect the ultimate amount of funds raised by the Company. This could negatively affect your investment.

 

As previously mentioned Mr. Lai is going to be selling shares on behalf of the Company in this offering. Mr. Lai is also simultaneously having his shares registered for resale. This conflict of interest could divert Mr. Lai’s time and attention in selling shares on behalf of the Company since he will also be able to sell his own shares. Several factors that could result are less monies raised by the company, and less desire to purchase shares by investors to name a few negative consequences. Because of this your investment could be adversely affected.

 

Our Chief Executive Officer and sole Member of our Board of Directors Mr. Lai Jinpeng does not have any prior experience conducting a best effort offering, and our best efforts offering does not require a minimum amount to be raised. As a result, we may not be able to raise enough funds to commence and sustain our business and our investors may lose their entire investment.

 

Mr. Lai does not have any experience conducting a best-efforts offering. Consequently, we may not be able to raise the funds needed to commence business operations. Also, the best efforts offering does not require a minimum amount to be raised. If we are not able to raise sufficient funds, we may not be able to fund our operations as planned, and our business will suffer and your investment may be materially adversely affected. Our inability to successfully conduct a best-efforts offering could be the basis of your losing your entire investment in us.

 

We may be subject to the penny stock rules which will make shares of our common stock more difficult to sell.

 

We may be subject now and in the future to the SEC’s “penny stock” rules if our shares of common stock sell below $5.00 per share. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require broker-dealers to deliver a standardized risk disclosure document prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer’s confirmation.

 

In addition, the penny stock rules require that prior to a transaction, the broker dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. The penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for shares of our common stock. As long as our shares of common stock are subject to the penny stock rules, the holders of such shares of common stock may find it more difficult to sell their securities.

 

We are selling the shares of this offering without an underwriter and may be unable to sell any shares.

 

This offering is self-underwritten, that is, we are not going to engage the services of an underwriter to sell the shares; we intend to sell our shares through our Chief Executive Officer Mr. Lai Jinpeng, who will receive no commissions. There is no guarantee that he will be able to sell any of the shares. Unless he is successful in selling all of the shares of our Company’s offering, we may have to seek alternative financing to implement our business plan.

 

Due to the lack of a trading market for our securities, you may have difficulty selling any shares you purchase in this offering.

 

We are not registered on any market or public stock exchange. There is presently no demand for our common stock and no public market exists for the shares being offered in this prospectus. We plan to contact a market maker immediately following the completion of the offering and apply to have the shares quoted on the OTCMarkets.com OTC Marketplace. The OTC Marketplace is a regulated quotation service that display real-time quotes, last sale prices and volume information in over-the-counter securities. The OTC Marketplace is not an issuer listing service, market or exchange. Although the OTC Marketplace does not have any listing requirements per se, to be eligible for quotation on the OTC Marketplace, issuers must remain current in their filings with the SEC or applicable regulatory authority. If we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTC Marketplace. Market makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement. Securities already quoted on the OTC Marketplace that become delinquent in their required filings will be removed following a 30 to 60-day grace period if they do not make their required filing during that time. We cannot guarantee that our application will be accepted or approved and our stock listed and quoted for sale. As of the date of this filing, there have been no discussions or understandings between the Company and anyone acting on our behalf, with any market maker regarding participation in a future trading market for our securities. If no market is ever developed for our common stock, it will be difficult for you to sell any shares you purchase in this offering. In such a case, you may find that you are unable to achieve any benefit from your investment or liquidate your shares without considerable delay, if at all. In addition, if we fail to have our common stock quoted on a public trading market, your common stock will not have a quantifiable value and it may be difficult, if not impossible, to ever resell your shares, resulting in an inability to realize any value from your investment.

 

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If our common stock becomes listed and a market for the stock develops, the actual price of our shares will be determined by prevailing market prices at the time of the sale.

 

We cannot assure you that there will be a market in the future for our common stock. The trading of securities on the OTCQB is often sporadic and investors may have difficulty buying and selling our shares or obtaining market quotations for them, which may have a negative effect on the market price of our common stock. You may not be able to sell your shares at their purchase price or at any price at all. Accordingly, you may have difficulty reselling any shares you purchase from the selling security holders.

 

Investing in our company is highly speculative and could result in the entire loss of your investment.

 

Purchasing the offered shares is highly speculative and involves significant risk. The offered shares should not be purchased by any person who cannot afford to lose their entire investment. Our business objectives are also speculative, and it is possible that we would be unable to accomplish them. Our shareholders may be unable to realize a substantial or any return on their purchase of the offered shares and may lose their entire investment. For this reason, each prospective purchaser of the offered shares should read this prospectus and all of its exhibits carefully and consult with their attorney, business and/or investment advisor.

 

We will incur ongoing costs and expenses for SEC reporting and compliance. Without revenue we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all. 

 

The estimated cost of this offering is about $60,182. After the effective date of this prospectus, we will be required to file annual, quarterly and current reports, or other information with the SEC as provided by the Securities Exchange Act. We plan to contact a market maker immediately following the close of the offering and apply to have the shares quoted on the OTC Marketplace. To be eligible for quotation, issuers must remain current in their filings with the SEC. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. We estimate the costs associated with being a publicly traded company in the next 12 months will be approximately $25,000. If we are unable to generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all. Also, if we are not able to pay the expenses associated with our reporting obligations we will not be able to apply for quotation on the OTC Marketplace.

 

Our stock price may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at, or above, the initial public offering price and the price of our common stock may fluctuate significantly.

 

After this offering, the market price for our common stock is likely to be volatile, in part because our shares have not been traded publicly. In addition, the market price of our common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including:

 

  • changes in general economic or market conditions or trends in our industry or the economy as a whole and, in particular, in the leisure travel environment;
  • changes in key personnel;
  • entry into new geographic markets;
  • actions and announcements by us or our competitors or significant acquisitions, divestitures, strategic partnerships, joint ventures or capital commitments;
  • fluctuations in quarterly operating results, as well as differences between our actual financial and operating results and those expected by investors;
  • the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC;
  • announcements relating to litigation;
  • guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance;
  • changes in financial estimates or ratings by any securities analysts who follow our common stock, our failure to meet these estimates or failure of those analysts to initiate or maintain coverage of our common stock;
  • the development and sustainability of an active trading market for our common stock;
  • future sales of our common stock by our officers, directors and significant stockholders; and
  • changes in accounting principles.

These and other factors may lower the market price of our common stock regardless of our actual operating performance. As a result, our common stock may trade at prices significantly below the initial public offering price.

 

In the event that our shares are traded, they may trade under $5.00 per share and thus will be a penny stock. Trading in penny stocks has many restrictions and these restrictions could severely affect the price and liquidity of our shares.

 

In the event that our shares are traded, and our stock trades below $5.00 per share, our stock would be known as a “penny stock”, which is subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock. The U.S. Securities and Exchange Commission (the “SEC”) has adopted regulations which generally define a “penny stock” to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Depending on market fluctuations, our common stock could be considered to be a “penny stock”. A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities to persons other than established Members and accredited investors. For transactions covered by these rules, the broker/dealer must make a special suitability determination for the purchase of these securities. In addition, he must receive the purchaser’s written consent to the transaction prior to the purchase. He must also provide certain written disclosures to the purchaser. Consequently, the “penny stock” rules may restrict the ability of broker/dealers to sell our securities, and may negatively affect the ability of holders of shares of our common stock to resell them. These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks are low priced securities that do not have a very high trading volume. Consequently, the price of the stock is often volatile and you may not be able to buy or sell the stock when you want to.

 

Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit your ability to buy and sell our common stock, which could depress the price of our shares.

 

FINRA rules require broker-dealers to have reasonable grounds for believing that an investment is suitable for a customer before recommending that investment to the customer. Prior to recommending speculative low-priced securities to their non-institutional members, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status and investment objectives, among other things. Under interpretations of these rules, FINRA believes that there is a high probability such speculative low-priced securities will not be suitable for at least some Members. Thus, FINRA requirements make it more difficult for broker-dealers to recommend that their Members buy our common stock, which may limit your ability to buy and sell our shares, have an adverse effect on the market for our shares, and thereby depress our share price.

 

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SUMMARY OF OUR FINANCIAL INFORMATION

 

The following table sets forth selected financial information, which should be read in conjunction with the information set forth in the “Management’s Discussion and Analysis” section and the accompanying financial statements and related notes included elsewhere in this Prospectus.

 

 WISEMAN GLOBAL LIMITED

CONSOLIDATED BALANCE SHEET

As of September 30, 2018

(In U.S. Dollars, except share data or otherwise stated)

 

     
ASSETS    
    CURRENT ASSETS    
Cash and cash equivalents $ 6,434
Total Current Assets   6,434
     
TOTAL ASSETS $ 6,434
     
 LIABILITIES AND STOCKHOLDERS’ EQUITY    
CURRENT LIABILITIES    
Other payables and accrued liabilities   2,500
Advance from a director   36,866
Total Current Liabilities   39,366
     
TOTAL LIABILITIES $ 39,366
     
STOCKHOLDERS’ EQUITY    
Preferred stock, $0.0001 par value; 200,000,000 shares authorized; None issued and outstanding   -
Common Stock, par value $0.0001; 800,000,000 shares authorized, 50,000,000 issued and outstanding as of September 30, 2018   5,000
Additional paid in capital   -
Accumulated loss   (37,932)
TOTAL STOCKHOLDERS’ EQUITY $ (32,932)
     
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 6,434

 

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 WISEMAN GLOBAL LIMITED

CONSOLIDATED STATEMENT OF OPERATIONS

For the period ended September 30, 2018

(In U.S. Dollars, except share data or otherwise stated)

 

         
REVENUES     $ 1,084
         
COST OF REVENUES       (1,004)
         
GROSS PROFIT       80 
         
OPERATING EXPENSES        
General and administrative     $ (38,012)
         
LOSS BEFORE INCOME TAX       (37,932) 
         
INCOME TAX EXPENSE      
         
NET LOSS     $ (37,932)
         
Net loss per share, basic and diluted       (0.00)
         
Weighted average number of common shares outstanding – Basic and diluted       30,263,158

 

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The Company is electing to not opt out of JOBS Act extended accounting transition period. This may make its financial statements more difficult to compare to other companies.

 

Pursuant to the JOBS Act of 2012, as an emerging growth company the Company can elect to opt out of the extended transition period for any new or revised accounting standards that may be issued by the PCAOB or the SEC. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the standard for the private company. This may make comparison of the Company’s financial statements with any other public company which is not either an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible as possible different or revised standards may be used.

 

Emerging Growth Company

 

The recently enacted JOBS Act is intended to reduce the regulatory burden on emerging growth companies. The Company meets the definition of an emerging growth company and so long as it qualifies as an “emerging growth company,” it will, among other things:

 

   
· be temporarily exempted from the internal control audit requirements Section 404(b) of the Sarbanes-Oxley Act;
   
· be temporarily exempted from various existing and forthcoming executive compensation-related disclosures, for example: “say-on-pay”, “pay-for-performance”, and “CEO pay ratio”;
   
· be temporarily exempted from any rules that might be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or supplemental auditor discussion and analysis reporting;
   
· be temporarily exempted from having to solicit advisory say-on-pay, say-on-frequency and say-on-golden-parachute shareholder votes on executive compensation under Section 14A of the Securities Exchange Act of 1934, as amended;
   
· be permitted to comply with the SEC’s detailed executive compensation disclosure requirements on the same basis as a smaller reporting company; and,
   
· be permitted to adopt any new or revised accounting standards using the same timeframe as private companies (if the standard applies to private companies).

 

Our company will continue to be an emerging growth company until the earliest of:

 

   
· the last day of the fiscal year during which we have annual total gross revenues of $1 billion or more;
   
· the last day of the fiscal year following the fifth anniversary of the first sale of our common equity securities in an offering registered under the Securities Act;
   
· the date on which we issue more than $1 billion in non-convertible debt securities during a previous three-year period; or
   
· the date on which we become a large accelerated filer, which generally is a company with a public float of at least $700 million (Exchange Act Rule 12b-2).

 

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MANAGEMENT’S DISCUSSION AND ANALYSIS 

 

Our cash and cash equivalents are $6,434 as of September 30, 2018. Our cash balance is not sufficient to fund our limited levels of operations for any period of time. In order to continue our current business plan and increase our current level of operations for the next twelve-month period, we require further funding.

 

For the period ended September 30, 2018, the Company incurred a net loss of $37,932 and used cash in operating activities of $35,432, and at September 30, 2018, the Company had a working capital deficiency of $32,932. These conditions raise 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’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. 

 

The Company expects to finance its operations primarily through cash flow from revenue and continuing financial support from a shareholder. In the event that we require additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the shareholder has indicated the intent and ability to provide additional financing.

 

No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stock holders, in the case of equity financing.

 

Results of operations for the period ended September 30, 2018

 

Revenues

 

For the period ended September 30, 2018, the Company generated revenue in the amount of $1,084. The revenue is generated from the sales of household appliances and related products in China.

 

For the period ended September 30, 2018, the Company has sold two televisions (52 inches, 4k resolution, flat LED screen) to one customer. This customer is a personal acquaintance of our Chief Executive Officer, Mr. Lai Jinpeng.

 

General and Administrative Expenses

 

For the period ended September 30, 2018, we had general and administrative expenses in the amount of $38,012. These were primarily comprised of professional fees, company incorporation fees and audit fees.

 

Net Loss

 

Our net loss for the period ended September 30, 2018 was $37,932.

 

Liquidity and Capital Resources 

 

Cash Provided by Operating Activities

 

For the period ended September 30, 2018, net cash used in operating activities was $35,432. The cash used in operating activities was attributable to general and administrative expenses which included professional fees, company incorporation fees and audit fees.

 

Cash Provided by Financing Activities

 

On July 17, 2018, our sole officer and director, Mr. Lai Jinpeng, was issued 20,000,000 shares of restricted common stock, each with a par value of $0.0001 per share, for initial working capital of $2,000.

 

On September 5, 2018, the Company issued 27,500,000 shares of restricted common stock to Mr. Zhao Zhiming, each with par value of $0.0001 per share, for additional working capital of $2,750.

 

On September 5, 2018, the Company issued 2,500,000 shares of restricted common stock to Mr. Lin Haisong, each with par value of $0.0001 per share, for additional working capital of $250.

 

For the period ended September 30, 2018, our sole officer and director, Mr. Lai Jinpeng, advanced $36,866 to the Company, which is unsecured, interest-free with no fixed payment term, for working capital purpose.

 

For the period ended September 30, 2018, net cash provided by financing activities was $41,866.

 

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INDUSTRY OVERVIEW

 

This section includes market and industry data that we have developed from publicly available information; various industry publications and other published industry sources and our internal data and estimates. Although we believe the publications and reports are reliable, we have not independently verified the data. Our internal data, estimates and forecasts are based upon information obtained from trade and business organizations and other contacts in the market in which we operate and our management’s understanding of industry conditions.

 

As of the date of the preparation of this section, these and other independent government and trade publications cited herein are publicly available on the Internet without charge. Upon request, the Company will also provide copies of such sources cited herein.

 

Home Appliance Industry

 

The home appliances industry is a multi-billion-dollar industry run by large brands with a global presence and strong brand recognition. Competition in the worldwide market is aggressive throughout the worldwide market to produce and sell a wide range of durable consumer goods. This industry is divided into different segments based on the products, which include, but are not limited to, Cooking appliances, Refrigeration, Laundry, Home Comfort and Others. Improvements in underlying demand from an improving housing market and disposable income growth have facilitated the industry's revenue growth over the between 2013 and 2018. However, according to Statista (2018), the home appliance industry is inclusive of electrical or mechanical devices used in a household, as a consumption of home appliances worldwide is forecast to generate nearly 590 billion US Dollars in revenue by 2020. The leading companies in China include Chinese Haier Electronics Group, LG Group and others (1).

 

The home appliance industry segment is comprised of, but not strictly limited to, washing machines, refrigerators, televisions, air conditioners, heaters, etc. These products assist consumers throughout their day-to-day lives and with the current increasing on awareness regarding the world’s climate, there is a growing number of consumers demanding energy and resource-efficient products.

 

China's demand for Household Appliances has grown at a fast pace in the past decade. According to Statista (2018), the market volume of electric household appliances in China has experienced the year-to-year growth from 7.9% in year 2008 increased to 12.4% in year 2017. In the next decade, both production and demand continue to grow. The Chinese economy maintains a high-speed growth which has been stimulated by the consecutive increases of industrial output, import & export, consumer consumption and capital investment for over two decades (2).

 

The market has also been segmented on the basis of the distribution channel into direct selling, supermarkets, specialty stores, e-commerce, department stores and others. Although supermarkets and department stores have been a favorite for the consumers, e-commerce is expected to be the fastest growing distribution channel in the coming future (3)(4).

 

According to Business Wire, the major driver of this industry is the rise in per capita income in developing countries, like China, India and countries in the Middle East, which has led to consumer spending (5). Housing appliances are designed to improve the quality of the consumers life, and with a rise in per capita income there has been a noticeable increase in demand for these products. Increasing urbanization, rising working class population and new product development are also some of the factors for the growth in this market (6).

 

Throughout recent years the home appliance industry has experienced substantial growth, with more and more smart or artificial intelligence systems integrated into home appliances, and there are indications that this growth will continue into the future. Given the growth of the industry and system, we believe that Wiseman Global Limited has the ability to attract a significant market share of the home appliance industry in China.

 

Sources: 

(1) https://www.statista.com/topics/1068/home-appliances/

(2) https://www.statista.com/statistics/279265/china-electric-household-appliances-market-growth/

(3) https://www.statista.com/topics/1068/home-appliances/

(4) https://www.mordorintelligence.com/industry-reports/australia-home-appliances-market-industry

(5) https://www.marketwatch.com/press-release/home-appliance-market-2018-global-analysis-opportunities-and-forecast-to-2023-2018-04-25 (6) https://www.statista.com/statistics/279265/china-electric-household-appliances-market-growth/ 

 

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FORWARD LOOKING STATEMENTS 

 

This prospectus contains forward-looking statements that involve risk and uncertainties. We use words such as “anticipate”, “believe”, “plan”, “expect”, “future”, “intend”, and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us as described in the “Risk Factors” section and elsewhere in this prospectus.

 

DESCRIPTION OF BUSINESS

 

Corporate History

Wiseman Global Limited, a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on July 17, 2018.

On July 17, 2018, Mr. Lai Jinpeng was appointed as President, Chief Executive Officer, Secretary, Treasurer and a member of our Board of Directors. Additionally, on the same day, the Company issued 20,000,000 shares of restricted common stock, each with a par value of $0.0001 per share, to Mr. Lai Jinpeng for initial working capital of $2,000.

On September 5, 2018, the Company issued 27,500,000 shares of restricted common stock to Mr. Zhao Zhiming, each with a par value of $0.0001 per share, for additional working capital of $2,750.

On September 5, 2018, the Company issued 2,500,000 shares of restricted common stock to Mr. Lin Haisong, each with a par value of $0.0001 per share, for additional working capital of $250.

In regards to all of the above transactions we claim an exemption from registration afforded by Section 4(a)(2) and/or Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the above sales of the stock since the sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

On September 12, 2018 We, “Wiseman Global Limited,” a Nevada corporation, acquired 100% of the equity interests of Wisdom Global Group Co., Limited, a Seychelles Company, in consideration of 50,000 US Dollars. Wisdom Global Group Co., Limited, a Seychelles Company, owns 100% of Wiseman Global Limited, a Hong Kong Company.

On September 7, 2018, Wisdom Global Group Co., Limited, our wholly owned subsidiary, acquired 100% of the equity interests of Wiseman Global Limited, a Hong Kong Company, from our Chief Executive Officer, Mr. Lai Jinpeng, in consideration of 100 Hong Kong Dollars (Equivalent to about 13 US Dollars).

At this time, we operate exclusively through our wholly owned subsidiary and share the same business plan as our wholly owned subsidiary, which also shares the same business plan as its wholly owned subsidiary, Wiseman Global Limited, the Hong Kong Company.

Business Information

 

Wiseman Global Limited (“the Company”), is a company that operates through its wholly owned subsidiary, Wisdom Global Group Co., Limited, a Seychelles Company. It should be noted that our wholly owned subsidiary, Wisdom Global Group Co., Limited, owns 100% of Wiseman Global Limited, the operating Hong Kong company which is described below. All of the previous entities share the same exact business plan.

 

Note: The purpose of the Company’s Seychelles subsidiary structure is for the Seychelles subsidiary to act as a holding company. This subsidiary will hold the intellectual property relating to potential new markets as the Company explores the option of entering into those new markets.

 

 

 

Wiseman Global Limited is an early stage company that intends to distribute a full line of major household appliances and related products throughout China (PRC) and Hong Kong. Currently, the Company only operates in Hong Kong, but has intentions to expand into mainland China in the future. All plans pertaining to a future expansion into China are speculative at this point in time, and cannot be determined with any level of specificity. Wiseman Global Limited, a Hong Kong Company, is exploring the possibility of incorporating a wholly owned subsidiary in the PRC, for operations that may, in the future, take place in mainland China, however, these plans remain speculative in nature. Our principal products are televisions, air-conditioners, laundry appliances, refrigerators and freezers, cooking appliances, dishwashers, mixers and other small domestic appliances. It should be noted that we acquire our products from independent third parties and we do not presently, nor do we plan to, take part in any manufacturing activities.

 

At present all sales are conducted through the personal network of the Company’s sole officer and director. In the future, we have tentative plans to develop a Company website, through which we will also advertise products for sale.

 

Our inventory, at present, is purchased subsequent to the receipt of a customer order. Subsequent to receipt of an order we will first verify the cost of the customer order with third party manufacturers and provide the customer a quotation of the estimated costs. Once the consumer accepts the quotation and deposits partial, or full, payment of the order, we will purchase the corresponding products with a third-party manufacturer. We will either have the ordered products delivered directly to the consumer once we receive them from the third-party manufacturer, or temporarily store the products at our company office while arranging for delivery to the consumer. We plan to expand the product lines and negotiate the pricing with third-party manufacturers upon an increase in consumer demand and business. 

 

It is our belief as a Company that Chinese consumers are increasingly drawn towards, and desire, connected appliances which fit seamlessly into the larger home ecosystem. To fill the demand for such connectivity we plan to develop a new technology called the “Wiseman Home System” which will allow, via the consumer’s home Wi-Fi network, for appliances to be networked together, allowing the consumer to access and operate them through their mobile phone applications (APPS). The features of the “Wiseman Home System” are not yet finalized and we have yet commenced development. There are many steps that will need to be taken before the system is available for retail.

  

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Marketing Efforts

 

Currently, our marketing efforts are comprised of our sole officer and director offering products to his personal network. However, we are also developing a website designed to bolster our presence in the Chinese marketplace. On the website we intend to list our product offerings which may include, but are not limited to, televisions, air-conditioners, laundry appliances, refrigerators and freezers, cooking appliances, dishwashers, mixers and other small domestic appliances. Additionally, subsequent to the development of the “Wiseman Home System”, we intend to market this system on our website, which we believe will significantly improve our brand awareness. Furthermore, we have tentative plans in place to pursue various online marketing campaigns which may include, but not strictly be limited to, paid online advertising, social media, and traditional print marketing. However, at this point of time our marketing activities have not been fully determined or planned with enough specificity to accurately predict where our marketing efforts will be even over the next six months.

 

Competition

 

Competition in the home appliance industry is intense, including competitors such as Midea, Haier and Xiaomi, many of which have substantially greater resources than we have, and may manufacture their own products. The competitive environment includes the impact of a changing retail environment, including the shifting of consumer purchase preferences towards e-commerce and other channels. As a new entrant, we believe that we can compete in the current environment by focusing on promoting new and innovative products, building our brand, and enhancing the customer experience.

Trademarks, Licenses and Patents

Effective October 1, 2018, we entered into a Licensing Agreement to be granted the use of the “Wiseman” trademark. The license is non-exclusive, non-transferable and is for a term of thirty years. There was no consideration exchanged for the use of the “Wiseman” trademark.

Future Plans

 

In addition to the creation of our company website, we intend to focus throughout the foreseeable future, primarily upon the development of the Wiseman Home System. The features of the “Wiseman Home System” are not yet finalized and we have yet commenced development. We expect application development to occur after the conclusion of our offering. The estimated amount of capital needed to develop the Wiseman Home System is range from $45,000 to $75,000. If our anticipated timeline is accurate, we anticipate it will be fully developed and completed by the end of 2019. However, a number of factors could alter our timeline over the course of development, and as such we cannot predict the conclusion of development with any more specificity.

 

As soon as the application is completed, we have tentative plans in place to pursue various online marketing campaigns which may include, but not strictly be limited to, paid online advertising, social media, and traditional print marketing, in order to capture an initial user base and generate revenue. However, such plans are tentative and have not been fully developed. The following are some, but not necessarily all, intended features of the Wiseman Home System:

 

-          Allow consumers to fully utilize energy by automating functions like adjusting temperature, lights on and off, controlling windows, and adjusting irrigation based on the weather.

-          Provide insights and arouse attentions on energy efficiency and ecological factors to the consumers.

-          Pinpoint areas where consumers are using more energy than needed, allowing them to reduce the energy consumed in those areas and save money.

 

Note: There can be no assurances, or guarantees, that our efforts to develop our proposed Wiseman Home System will succeed, if developed. In the event that we cannot successfully develop our application then our business will most likely fail.

 

Additionally, we may use a portion of the proceeds for the acquisition of, or investment in, companies, technologies, products or assets that complement our business, we have no present understandings, commitments or agreements to enter into any acquisitions or make any investments. We cannot assure you that we will make any acquisitions or investments in the future.

 

Employees

 

Currently, we have one employee, our Chief Executive Officer, Mr. Lai Jinpeng. Mr. Lai Jinpeng has the flexibility to work on our business up to 30 hours per week, but is prepared to devote more time if necessary. At present, Mr. Lai Jinpeng is responsible for every aspect of the Company’s operations.

 

We do not presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our employee, Officer and/or Director. We have no employment agreements at this time with our officers and directors. We intend to hire more staff to assist in the development and execution of our business operations.

 

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USE OF PROCEEDS

 

Our offering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. The offering price per share is $0.05. The following table sets forth the use of proceeds assuming the sale of 100%, 75%, 50% and 25% of the securities offered for sale by the Company. There is no assurance that we will raise the full $1,000,000 as anticipated.

  

    If 25% of
Shares Sold
If 50% of
Shares Sold
If 75% of
Shares Sold
If 100% of
Shares Sold
Net Proceeds  $250,000 $500,000 $750,000 $1,000,000
           
Daily Operating Expenses 70,000 130,000 150,000 150,000
Advertising and Marketing 35,000 90,000 120,000 140,000
Payment for Ongoing Reporting Requirements 25,000 25,000 25,000 25,000
Accounting Expenses 15,000 15,000 15,000 15,000
Potential Mergers and Acquisitions 0 80,000 180,000 280,000
Research and Development of Wiseman Home System 45,000 55,000 65,000 75,000
Research and Development of Future Products 0 45,000 135,000 255,000
Offering Expenses 60,000 60,000 60,000 60,000
           
TOTAL $250,000 $500,000 $750,000  $1,000,000

 

The above figures represent only estimated costs for the next 12 months. Funds may be allocated in differing quantities should the Company decide at a later date it would be in the Company’s best interests. The Company may decide to allocate funds in differing quantities if any of the third-party products we offer for resale are no longer available on terms the Company deems to be appropriate and/or if we are able to achieve any of our planned actions at a price lesser than our predictions. It is possible that some of our estimated expenditures may not be as costly as we believe, in which case any surplus capital would be allocated towards working capital for the funding of day to day operations.

 

*We estimate the offering expenses to be approximately $60,182.

 

DETERMINATION OF OFFERING PRICE

 

Since our shares are not listed or quoted on any exchange or quotation system, the offering price of the shares of common stock was arbitrarily determined. The offering price was determined by us and is based on our own assessment of our financial condition and prospects, limited offering history, and the general condition of the securities market. It does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. Although our common stock is not listed on a public exchange, we will be filing to obtain a listing on the OTCQB concurrently with the filing of this prospectus. In order to be quoted on the OTCQB, a market maker must file an application on our behalf in order to make a market for our common stock.

 

There is no assurance that our common stock will trade at market prices in excess of the initial public offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for the common stock, investor perception of us and general economic and market conditions. 

 

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DILUTION

 

The price of the current offering is fixed at $0.05 per share.

Dilution represents the difference between the offering price and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value of the shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. The following tables compare the differences of your investment in our shares with the investment of our existing stockholders.

 

The following table illustrates the dilution to the purchasers of the common stock in this offering.

 

Note: “Net increase to original shareholder” below is based upon a par value of $0.0001. Values below are rounded to the nearest hundredths place.

 

      (25% of the shares are sold in the offering)     (50% of the shares are sold in the offering)    (75% of the shares are sold in the offering)      (100% of shares are sold in the offering)
Offering Price Per Share   $ 0.05   $ 0.05 $ 0.05   $  0.05
Book Value Per Share Before the Offering   $ 0.00   $ 0.00 $ 0.00   $  0.00
Book Value Per Share After the Offering   $ 0.00   $ 0.01 $ 0.01   $  0.01
Net Increase to Original Shareholder (based on par value)   $ 0.00   $ 0.01 $ 0.01   $  0.01
Decrease in Investment to New Shareholders   $ 0.05   $ 0.04 $ 0.04   $  0.04
Dilution to New Shareholders (%)     100%      80.00%   80.00%     80.00%

 

Net Value Calculation 

If 100% of the shares in the offering are sold

 

Numerator:        
Net tangible book value before the offering   $ (32,932)  
Net proceeds from this offering     1,000,000  
    $ 967,068  
Denominator:        
Shares of common stock outstanding prior to this offering     50,000,000  
Shares of common stock to be sold in this offering (100%)     20,000,000  
      70,000,000  

 

Net Value Calculation 

If 75% of the shares in the offering are sold 

 

Numerator:        
Net tangible book value before the offering   $ (32,932)  
Net proceeds from this offering     750,000  
    $ 717,068  
Denominator:        
Shares of common stock outstanding prior to this offering     50,000,000  
Shares of common stock to be sold in this offering (75%)     15,000,000  
      65,000,000  

 

Net Value Calculation

If 50% of the shares in the offering are sold 

 

Numerator:        
Net tangible book value before the offering   $ (32,932)  
Net proceeds from this offering     500,000  
    $ 467,068  
Denominator:        
Shares of common stock outstanding prior to this offering     50,000,000  
Shares of common stock to be sold in this offering (50%)     10,000,000  
      60,000,000  

 

Net Value Calculation 

If 25% of the shares in the offering are sold

 

Numerator:        
Net tangible book value before the offering   $ (32,932)  
Net proceeds from this offering     250,000  
    $ 217,068  
Denominator:        
Shares of common stock outstanding prior to this offering     50,000,000  
Shares of common stock to be sold in this offering (25%)     5,000,000  
      55,000,000  

  

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SELLING SHAREHOLDERS

 

The shares being offered for resale by the selling stockholders consist of a total of 10,000,000 shares of our common stock.

 

The following table sets forth the name of the selling stockholders, the number of shares of common stock beneficially owned by each of the selling stockholders as of December 12, 2018 and the number of shares of common stock being offered by the selling stockholders. The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling stockholders.

 

Note: The Column titled, “Percent of common stock owned after offering (if all shares are sold)” is calculated under the assumption that 100% of the shares offered by the Company, pursuant to its direct public offering herein, will have been sold.

 

Name of selling stockholder Shares of Common stock owned prior to offering Shares of Common stock to be sold   Shares of Common stock owned after offering (if all shares are sold)  Percent of common stock owned after offering (if all shares are sold) 
Lai Jinpeng * 20,000,000 4,000,000 16,000,000 22.86%
Zhao Zhiming ** 27,500,000 5,500,000 22,000,000 31.43%
Lin Haisong 2,500,000 500,000 2,000,000 2.86%
Total 50,000,000 10,000,000 40,000,000 57.14%

 

* Mr. Lai Jinpeng is the President, Chief Executive Officer, Secretary, Treasurer and Director of the Company.

** Zhao Zhiming is the Company’s controlling shareholder as of the date of the filing of this Registration Statement.

 

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PLAN OF DISTRIBUTION

 

The Company has 50,000,000 shares of common stock issued and outstanding as of the date of this prospectus. Pursuant to this offering the Company is registering for resale 10,000,000 shares of our common stock held by existing shareholders at a fixed price of $0.05 per share for the duration of the offering. The Company is also registering an additional 20,000,000 shares of its common stock for sale at the fixed price of $0.05 per share for the duration of the offering.

 

There is no arrangement to address the possible effect of the offering on the price of the stock.

 

In connection with the Company’s selling efforts in the offering, Mr. Lai Jinpeng will not register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an offering of the issuer’s securities. Mr. Lai Jinpeng is not subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Mr. Lai Jinpeng will not be compensated in connection with his participation in the offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. Mr. Lai Jinpeng is not, nor has he been within the past 12 months, a broker or dealer, and he is not, nor has he been within the past 12 months, an associated person of a broker or dealer. At the end of the offering, Mr. Lai Jinpeng will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection with transactions in securities. Mr. Lai Jinpeng will not participate in selling an offering of securities for any issuer more than once every 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

 

The Company will receive all proceeds from the sale of the 20,000,000 shares being offered on behalf of the Company itself. The proceeds from the 10,000,000 shares held by shareholders, if sold, will not go to the Company, but will go to the shareholders directly. The price per share is fixed at $0.05 for the duration of this offering. Although our common stock is not listed on a public exchange or quoted over-the counter, we intend to seek to have our shares of common stock quoted on the OTC Marketplace. In order to be quoted on the OTC Marketplace a market maker must file an application on our behalf in order to make a market for our common stock. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, nor can there be any assurance that such an application for quotation will be approved. However, sales by the Company and selling shareholders must be made at the fixed price of $0.05 for the duration of this offering. The Company will not offer its shares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessions or commissions from the Company and/or the purchasers of the shares for whom they may act as agents. The shares of common stock sold by the Company and the selling shareholders may be occasionally sold in one or more transactions; all shares sold under this prospectus will be sold at a fixed price of $0.05 per share.

 

In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those states only if they have been registered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which the Company has complied.

 

In addition and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.

 

The Company will pay all expenses incidental to the registration of the shares (including registration pursuant to the securities laws of certain states), which we expect to be no more than $60,182. At this time the Company only has plans to sell to non U.S. citizens outside of the United States.

 

*Mr. Lai Jinpeng will be selling shares of common stock on behalf of the Company simultaneously to selling shares of his own personal stock from his own account. A conflict of interest may arise between Mr. Lai Jinpeng ’s interest in selling shares for his own account and in selling shares on the Company’s behalf. Please note that at this time Mr. Lai Jinpeng intends to sell the Company’s shares prior to selling his own shares, although he is under no obligation to do so. Mr. Lai Jinpeng will decide whether shares are being sold by the Company or by Mr. Lai Jinpeng himself.

 

Procedures for Subscribing (Shares offered by us, “The Company”)

 

If you decide to subscribe for any shares in this offering that are offered by us, “The Company”, you must

 

- Execute and deliver a subscription agreement; and

- Deliver a check or certified funds to us for acceptance or rejection.

 

All checks for subscriptions must be either made payable to (i) “Wiseman Global Limited”, (ii) a subsidiary of the Company, or (iii) escrow agent as agreed by the Company. Wire transfer and telegraphic transfer are also accepted. The Company will deliver stock certificates attributable to shares of common stock purchased directly to the purchasers within ninety (90) days of the close of the offering.

 

Right to Reject Subscriptions (Shares offered by us, “The Company”)

 

We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected with letter by mail within 48 hours after we receive them.

 

In Regards to Shares sold by the Selling Shareholders

 

If you decide to subscribe for any shares in this offering that are offered by the selling shareholders the selling shareholder(s) will inform you, “the purchaser”, of their preferred method of payment and the procedures they have for subscribing. Procedures may vary from shareholder to shareholder. It should be noted that we will in no way be affiliated with any private transactions in which selling shareholders sell shares of their own common stock. Selling shareholders may or may not decide to reject subscriptions. This is at their own discretion. Selling Shareholders will be responsible for following any applicable laws or regulations in regards to the sale(s) of their own shares of common stock.

 

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DESCRIPTION OF SECURITIES

 

We have authorized capital stock consisting of 800,000,000 shares of common stock, $0.0001 par value per share (“Common Stock”) and 200,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). As of the date of this filing we have 50,000,000 shares of Common Stock and no shares of Preferred Stock issued and outstanding.

 

Common Stock

 

The holders of our common stock are entitled to receive one vote per every share of common stock they own. At each meeting of the stockholders, each stockholder entitled to vote thereat may vote in person or by proxy duly appointed by an instrument in writing subscribed by such stockholder. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Any other action shall be authorized by a majority of the votes cast except where the Nevada Revised Statutes prescribes a different percentage of votes and/or a different exercise of voting power, and except as may be otherwise prescribed by the provisions of the articles of incorporation and these Bylaws. In the election of directors, and for any other action, voting need not be by ballot.

 

Preferred Stock

 

At this time we have no preferred stock issued and outstanding. Preferred stock may be issued in one or more series, each series to be appropriately designated by a distinguishing letter or title prior to the issuance of any shares thereof. The voting powers, designations, preferences, limitations, restrictions, conversion rights, cumulative, relative, participating, optional, and other right, the qualification, limitations or restrictions thereof, of the Preferred Stock shall hereinafter be prescribed by resolution of the Board of Directors.

 

Options and Warrants

 

None.

 

Convertible Notes 

 

None. 

 

Dividend Policy

 

We have not paid any cash dividends to shareholders. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, general economic conditions, and other pertinent conditions.  It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

 

Transfer Agent

 

At this time we do not have a transfer agent.

 

Penny Stock Regulation

 

The SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) of less than $5.00 per share or an exercise price of less than $5.00 per share. Such securities are subject to rules that impose additional sales practice requirements on broker-dealers who sell them. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. As the Shares immediately following this Offering will likely be subject to such penny stock rules, purchasers in this Offering will in all likelihood find it more difficult to sell their Shares in the secondary market.

 

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INTERESTS OF NAMED EXPERTS AND COUNSEL

 

The validity of the shares of common stock offered hereby will be passed upon for us by Matthew McMurdo, Esq. of McMurdo Law Group, LLC, 1185 Avenue of the Americas, 3rd Floor, New York, NY 10036.

 

The financial statements included in this prospectus and the registration statement have been audited by Pan-China Singapore PAC, to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

 

REPORTS TO SECURITIES HOLDERS

 

We will and will continue to make our financial information equally available to any interested parties or investors through compliance with the disclosure rules of Regulation S-K for a smaller reporting company under the Securities Exchange Act. In addition, we will file Form 8-K and other proxy and information statements from time to time as required. The public may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

 

DESCRIPTION OF FACILITIES

 

Our office is located at 1308 #39, Renmin 4th Road, Danshui Town, Huizhou City, 516200 Guangdong, China.

 

Our office space is provided rent free by our Chief Executive Officer, Mr. Lai Jinpeng. We believe that our existing facilities are adequate for our current needs and that we will be able to lease suitable additional or alternative space on commercially reasonable terms if and when we need it.

 

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LEGAL PROCEEDINGS

 

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.

 

PATENTS AND TRADEMARKS

 

On October 1, 2018, we have signed a trademark license agreement with Shenzhen Zhihuize Automatic Intelligent Technology Limited to use the brand "Wiseman". This allows us the rights to the “Wiseman” trademark in Hong Kong. Our trademark rights are not enforceable outside Hong Kong.

 

DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Biographical information regarding the officers and directors of the Company, who will continue to serve as officers and directors of the Company are provided below:

 

Officer Biographies

 

NAME AGE POSITION
Lai Jinpeng 45 Chief Executive Officer, President, Secretary, Treasurer, Director

 

Lai Jinpeng - Chief Executive Officer, President, Secretary, Treasurer, Director

 

Mr. Lai Jinpeng received a Diploma in Internet Application from Guangzhou Industry Technical College in Guangdong Province, China.

 

Mr. Lai has been serving as the Company's Chief Executive Officer, President, Secretary, Treasurer, and Director since July 17, 2018. Aside from setting the strategy and direction for the Company, he is also responsible for building and leading a team to execute the daily operations of the Company. Mr. Lai is also responsible for raising and allocating capital for the Company’s priorities. Prior to joining our company, from October 2006 to October 2010, Mr. Lai served as a Manager of Technology at Guangzhou Pacific Network Technology Limited, an enterprise infrastructure software products company. From November 2010 to June 2013 Mr. Lai served as President of Huizhou Xinlian Computer Technology Limited, a Chinese developer of software solutions. Subsequently, from June 2013 to July 2018, Mr. Lai served as Senior Vice President of the Sales Department at Shenzhen Zhiban Artificial Intelligent Technology Limited, a Chinese Internet media delivery software and services provider.

 

Mr. Lai’s experience in corporate management and business development has led the Board of directors to reach the conclusion that he should serve as President, Chief Executive Officer and Director of the Company. 

 

Corporate Governance

 

The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.

 

In lieu of an Audit Committee, the Company’s Board of Directors, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company's financial statements and other services provided by the Company’s independent public accountants. The Board of Directors, the Chief Executive Officer and the Chief Financial Officer of the Company review the Company's internal accounting controls, practices and policies.

 

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Committees of the Board

 

Our Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter. Our Directors believe that it is not necessary to have such committees, at this time, because the Director(s) can adequately perform the functions of such committees.

 

Audit Committee Financial Expert

 

Our Board of Directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.

 

We believe that our Director(s) are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Director(s) of our Company does not believe that it is necessary to have an audit committee because management believes that the Board of Directors can adequately perform the functions of an audit committee. In addition, 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 stage of our development and the fact that we have not generated any positive cash flows from operations to date.

 

Involvement in Certain Legal Proceedings

 

Our Directors and our Executive officers have not been involved in any of the following events during the past ten years:

 

1. bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
3. 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/her involvement in any type of business, securities or banking activities; or
4. being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
5. Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
6. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
7. Such person was 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:(i) Any Federal or State securities or commodities law or regulation; or(ii) 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(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8. Such person was 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.

 

Independence of Directors

 

We are not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until such time as we are required to do so.

 

Code of Ethics

 

We have not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal Code of Ethics.

 

Shareholder Proposals

 

Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

 

A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President, at the address appearing on the first page of this Information Statement.

 

EXECUTIVE COMPENSATION

 

*The below figures are in relation to our last two fiscal years and are regarding any officers or directors.

 

Summary Compensation Table:

Name and principal position

(a)

Period ended September 30 (b)

 

Salary ($)

(c)

   

Bonus ($)

(d)

 

Stock Compensation ($)

(e)

   

Option Awards ($)

(f)

   

Non-Equity Incentive Plan Compensation ($)

(g)

   

Nonqualified Deferred Compensation Earnings ($)

(h)

   

All Other Compensation ($)

(i)

 

Total ($)

(j)

 
Lai Jinpeng, Chief Executive Officer, President, Secretary, Treasurer, Director 2018 -     - -   -     -     -     -   -  
                                                               

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Summary of Compensation

 

Stock Option Grants

We have not granted any stock options to our executive officers since our incorporation.

 

Employment Agreements

We do not have an employment or consulting agreement with any officers or Directors.

 

Compensation Discussion and Analysis

Director Compensation

 

Our Board of Directors does not currently receive any consideration for their services as members of the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.

 

Executive Compensation Philosophy

 

Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future executives a salary, and/or issue them shares of common stock issued in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.

 

Incentive Bonus

 

The Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.

 

Long-term, Stock Based Compensation

 

In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.

 

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

As of December 12, 2018, the Company has 50,000,000 shares of common stock issued and outstanding, which number of issued and outstanding shares of common stock have been used throughout this report.

 

Name and Address of Beneficial Owner Shares of Common Stock Beneficially Owned Common Stock Voting Percentage Beneficially Owned Voting Shares of Preferred Stock Preferred Stock Voting Percentage Beneficially Owned Total Voting Percentage Beneficially Owned
Executive Officers and Directors          
Lai Jinpeng, President, Chief Executive Officer, Secretary, Treasurer and Director 20,000,000 40% - - 40%
5% Shareholders          
Zhao Zhiming

27,000,000 55% - - 55%
Lin Haisong

2,500,000 5% - - 5%

 

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

On July 17, 2018, Mr. Lai Jinpeng was appointed as President, Chief Executive Officer, Secretary, Treasurer and a member of our Board of Directors.

 

On July 17, 2018, our sole officer and director, Mr. Lai Jinpeng, was issued 20,000,000 shares of restricted common stock, each with a par value of $0.0001 per share, for initial working capital of $2,000.

 

On September 5, 2018, the Company issued 27,500,000 shares of restricted common stock to Mr. Zhao Zhiming, each with par value of $0.0001 per share, for additional working capital of $2,750. Mr. Zhao Zhiming is currently, as of the date of this Registration Statement, our controlling shareholder.

 

On September 5, 2018, the Company issued 2,500,000 shares of restricted common stock to Mr. Lin Haisong, each with par value of $0.0001 per share, for additional working capital of $250.

 

Regards to all of the above transactions we claim an exemption from registration afforded by Section 4(a)(2) and/or Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the above sales of the stock since the sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

 

On September 12, 2018 We, “Wiseman Global Limited,” a Nevada corporation, acquired 100% of the equity interests of Wisdom Global Group Co., Limited, a Seychelles Company, in consideration of 50,000 US Dollars. Wisdom Global Group Co., Limited, a Seychelles Company, owns 100% of Wiseman Global Limited, a Hong Kong Company.

 

Review, Approval and Ratification of Related Party Transactions

 

Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Directors will continue to approve any related party transaction.

 

PRINCIPAL ACCOUNTING FEES AND SERVICES

 

Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years.

 

        For the Period Ended September 30, 2018
  Audit fees $ 5,000
  Audit related fees     -
  Tax fees     -
  All other fees     -
  Total   $ 5,000

 

All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors.

 

MATERIAL CHANGES

 

None.

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FINANCIAL STATEMENTS AND EXHIBITS

 

INDEX TO FINANCIAL STATEMENTS 

 

Report of Independent Registered Public Accounting Firm F-2
   
Consolidated Balance Sheet as of September 30, 2018 F-3
   
Consolidated Statements of Operations for the period ended September 30, 2018 F-4
   
Consolidated Statement of Stockholders’ Equity for the period ended September 30, 2018 F-5
   
Consolidated Statement of Cash Flows for the period ended September 30, 2018 F-6
   
Notes to Consolidated Financial Statements F-7 - F-10

  

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

 

To the Board of Directors and Stockholders of Wiseman Global Limited:

 

Opinion on the Financial Statements 

 

We have audited the accompanying consolidated balance sheet of Wiseman Global Limited (“the Company”) as of September 30, 2018, and the related consolidated statements of income and comprehensive loss, stockholders’ equity, and cash flows for the period from inception (July 17, 2018) to September 30, 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2018, and the results of its operations and its cash flows for the period from inception (July 17, 2018) to September 30, 2018, in conformity with accounting principles generally accepted in the United States.

 

Going concern uncertainty

 

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 incurred losses from operations and has working capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting 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.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. 

 

Emphasis of Matter

 

The Company has significant transactions with a director, which are described in Note 5 to the financial statements. Transactions involving related party cannot be presumed to be carried out on an arm’s length basis, as the requisite conditions of competitive, free market dealings may not exist.

 

 

/s/ Pan-China Singapore PAC

 

We have served as the Company’s auditor since 2018.

 

Singapore

December 4, 2018

 

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 WISEMAN GLOBAL LIMITED

CONSOLIDATED BALANCE SHEET

As of September 30, 2018

(In U.S. Dollars, except share data or otherwise stated)

 

     
ASSETS    
    CURRENT ASSETS    
Cash and cash equivalents $ 6,434
Total Current Assets   6,434
     
TOTAL ASSETS $ 6,434
     
 LIABILITIES AND STOCKHOLDERS’ EQUITY    
CURRENT LIABILITIES    
Other payables and accrued liabilities   2,500
Advance from a director   36,866
Total Current Liabilities   39,366
     
TOTAL LIABILITIES $ 39,366
     
STOCKHOLDERS’ EQUITY    
Preferred stock, $0.0001 par value; 200,000,000 shares authorized; None issued and outstanding   -
Common Stock, par value $0.0001; 800,000,000 shares authorized, 50,000,000 issued and outstanding as of September 30, 2018   5,000
Additional paid in capital   -
Accumulated loss   (37,932)
TOTAL STOCKHOLDERS’ EQUITY $ (32,932)
     
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 6,434

 

See accompanying notes to consolidated financial statements. 

 

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 WISEMAN GLOBAL LIMITED

CONSOLIDATED STATEMENT OF OPERATIONS

For the period ended September 30, 2018

(In U.S. Dollars, except share data or otherwise stated)

 

         
REVENUES     $ 1,084
         
COST OF REVENUES       (1,004)
         
GROSS PROFIT       80 
         
OPERATING EXPENSES        
General and administrative     $ (38,012)
         
LOSS BEFORE INCOME TAX       (37,932) 
         
INCOME TAX EXPENSE      
         
NET LOSS     $ (37,932)
         
Net loss per share, basic and diluted       (0.00)
         
Weighted average number of common shares outstanding – Basic and diluted       30,263,158

 

See accompanying notes to consolidated financial statements.

 

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WISEMAN GLOBAL LIMITED

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

For the period ended September 30, 2018

(In U.S. Dollars, except share data or otherwise stated)

 

  COMMON STOCK   ADDITIONAL PAID-IN CAPITAL     ACCUMULATED DEFICIT     TOTAL EQUITY
  Number of Shares   Amount                
Balance, July 17, 2018 (inception) 20,000,000 $ 2,000 -   $ - $

 

 

2,000
Issuance of share capital - founder's shares 30,000,000 $ 3,000   -    

 

-

 

$

  3,000
Net loss for the year -   -   -   $ (37,932) $   (37,932)
Balance as of September 30, 2018 50,000,000 $ 5,000 $ -

 

 

$ (37,932)     $   (32,932)

 

See accompanying notes to consolidated financial statements. 

 

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 WISEMAN GLOBAL LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

For the period ended September 30, 2018

(In U.S. Dollars, except share data or otherwise stated)

 

         
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss     $ (37,932)
Changes in operating assets and liabilities:        
    Other payables and accrued liabilities     $ 2,500
         
Net cash used in operating activities     $ (35,432)
         
 CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from sale of common stock     $ 5,000
Advance from a director     $ 36,866
         
Net cash provided by financing activities     $ 41,866
         
Net increase in cash and cash equivalents       6,434
Cash and cash equivalents, beginning of period       -
CASH AND CASH EQUIVALENTS, END OF PERIOD     $ 6,434
         
SUPPLEMENTAL CASH FLOWS INFORMATION        
Income taxes paid     $ -
Interest paid     $ -

 

See accompanying notes to consolidated financial statements. 

 

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 WISEMAN GLOBAL LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the period ended September 30, 2018

(In U.S. Dollars, except share data or otherwise stated)

 

1.ORGANIZATION AND BUSINESS BACKGROUND

 

Wiseman Global Limited was incorporated in Nevada on July 17, 2018. The Company through its subsidiaries, engages in the field of distributing a full line of major household appliances and related products in China region including Shenzhen and Hong Kong.

 

Company name   Place/date of incorporation   Principal activities
         
Wisdom Global Group Co.   Seychelles / May 17, 2018   Investment holding
         

Wiseman Global Limited

(“Wiseman HK”)

  Hong Kong / July 31, 2018   Distributing a full line of major household appliances and related products

 

Wiseman Global Limited is a company that operates through its wholly owned subsidiary, Wisdom Global Group Co., Limited, a Company incorporated in Seychelles. It should be noted that our wholly owned subsidiary, Wisdom Global Group Co., Limited owns 100% of Wiseman HK, a Hong Kong Company. At this time, we operate exclusively through our wholly owned subsidiaries and share the same business plan with our subsidiaries.

 

On September 7, 2018, Wisdom Global Group Co., Limited acquired 100% of the equity interests of Wiseman HK, from our Chief Executive Officer, Mr. Lai Jinpeng. On September 12, 2018, Wiseman Global Limited, a Nevada corporation, acquired 100% of the equity interests of Wisdom Global Group Co., Limited, from our Chief Executive Officer, Mr. Lai Jinpeng.

 

Wiseman Global Limited and its subsidiaries are hereinafter referred to as the “Company”.

 

2.BASIS OF PRESENTATION

 

The accompanying consolidated financial statements of the Company are prepared pursuant to the rules and regulations of the U.S. Securities and Exchanges Commission (“ SEC ”) and in conformity with generally accepted accounting principles in the U.S. (“ US GAAP ”). All material inter-company accounts and transactions have been eliminated in consolidation. The Company has adopted December 31 as its fiscal year end.

 

Going Concern

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the period ended September 30, 2018, the Company incurred a net loss of $37,932 and used cash in operating activities of $35,432, and at September 30, 2018, the Company had a working capital deficiency of $32,932.

 

These conditions raise 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’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. 

 

The Company expects to finance its operations primarily through cash flow from revenue and continuing financial support from a shareholder. In the event that we require additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the shareholder has indicated the intent and ability to provide additional financing.

 

No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stock holders, in the case of equity financing.

 

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3.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

²Use of Estimates

 

The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.

 

²Cash and Cash Equivalents

 

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

²Accounts Receivable

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. The Company extends credit to its customers in the normal course of business and generally does not require collateral. The Company’s credit terms are dependent upon the segment, and the customer. The Company assesses the probability of collection from each customer at the outset of the arrangement based on a number of factors, including the customer’s payment history and its current creditworthiness. If in management’s judgment collection is not probable, the Company does not record revenue until the uncertainty is removed.

 

Management performs ongoing credit evaluations, and the Company maintains an allowance for potential credit losses based upon its loss history and its aging analysis. The allowance for doubtful accounts is the Company’s best estimate of the amount of credit losses in existing accounts receivable. Management reviews the allowance for doubtful accounts each reporting period based on a detailed analysis of trade receivables. In the analysis, management primarily considers the age of the customer’s receivable, and also considers the creditworthiness of the customer, the economic conditions of the customer’s industry, general economic conditions and trends, and the business relationship and history with its customers, among other factors. If any of these factors change, the Company may also change its original estimates, which could impact the level of the Company’s future allowance for doubtful accounts. If judgments regarding the collectability of receivables were incorrect, adjustments to the allowance may be required, which would reduce profitability.

 

Accounts receivable are recognized and carried at the original invoice amount less an allowance for any uncollectible amounts. An estimate for doubtful accounts receivable is made when collection of the full amount is no longer probable. Bad debts are written off as incurred.

 

²Revenue Recognition

 

The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the sale of product upon shipment or delivery of the products to the customer.

 

Shipping and handling costs

Costs for shipping and handling activities, including those activities that occur subsequent to transfer of control to the customer, are recorded as cost of sales and are expensed as incurred. The Company accrues costs for shipping and handling activities that occur after control of the promised good has transferred to the customer.

 

²Earnings Per Share

 

The Company reports earnings per share in accordance with ASC 260 “ Earnings Per Share ”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that change in capital structure.

 

The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued.

 

²Income Taxes

 

The Company accounts for income taxes using the asset and liability method prescribed by ASC 740 “ Income Taxes ”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

 

New U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “ U.S. Tax Reform ”), was signed into law on December 22, 2017. The U.S. Tax Reform modified the U.S. Internal Revenue Code by, among other things, reducing the statutory U.S. federal corporate income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business deductions; migrating the U.S. to a territorial tax system with a one-time transaction tax on a mandatory deemed repatriation of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the one-time transition tax over eight years, or in a single lump-sum payment.

 

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²Foreign Currency Translation

 

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statements of operations. 

The reporting currency of the Company is United States Dollars (“US$”). The Company’s subsidiary in Seychelles and Hong Kong maintains its books and record in United States Dollars (“US$”) and Hong Kong Dollars (“HK$”) respectively, and HK$ is functional currency as being the primary currency of the economic environment in which the entity operates.

In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not the US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity. 

Translation of amounts from HK$ into US$1 has been made at the following exchange rates for the respective periods:

 

    As of and for the period ended  
    September 30, 2018  
       
Period-end HK$ : US$1 exchange rate   7.75  
Period-average HK$ : US$1 exchange rate   7.75  

 

²Fair Value Measurement

 

Accounting Standards Codification (“ ASC ”) 820 “ Fair Value Measurements and Disclosures ”, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset.

 

This ASC establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

 

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

 

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

 

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

 

²Related party balances and transactions

 

A related party is generally defined as:

 (i) any person that holds the Company’s securities including such person’s immediate families,

 (ii) the Company’s management,

 (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or

 (iv) anyone who can significantly influence the financial and operating decisions of the Company.

 

A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

 

²Recently issued and adopted accounting pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. 

 

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4.SHAREHOLDERS’ EQUITY

 

For the period ended September 30, 2018, the Company issued an aggregate of 50,000,000 of its common stock at $0.0001 per share, for aggregate gross proceeds of $5,000.

 

As of September 30, 2018, the Company had a total of 50,000,000 shares of its common stock issued and outstanding. There are no shares of preferred stock issued and outstanding.

 

5.ADVANCE FROM A DIRECTOR

 

As of September 30, 2018, a director of the Company advanced $36,866 to the Company, which is unsecured, interest-free with no fixed payment term, for working capital purpose. Imputed interest is considered insignificant.

 

6.INCOME TAX

 

The Company is a U.S. entity and is subject to the United States federal income tax. No provision for income taxes in the United States has been made as the Company had no United States taxable income for the period ended September 30, 2018.

 

Wisdom Global Group Co., Limited was incorporated in the Republic of Seychelles and, under the laws of Seychelles, is not subject to income taxes.

 

The Company operates in Hong Kong and files tax returns in the Hong Kong jurisdiction. Wiseman Global Limited was incorporated in Hong Kong and is subject to Hong Kong income tax at a tax rate of 16.5%. (the first HKD 2 million (equivalent USD 258,000) of profits earned by the company will be taxed at half the current tax rate (i.e., 8.25%) whilst the remaining profits will continue to be taxed at the existing 16.5% tax rate.) No provision for income taxes in Hong Kong has been made as Wiseman Global Limited had no taxable income for the period ended September 30, 2018.

 

No deferred taxes were recognized for the period ended September 30, 2018.

 

Effective and Statutory Rate Reconciliation

 

The following table summarizes a reconciliation of the Company’s statutory income tax rate to the Company's effective tax rate as a percentage of income from continuing operations before taxes:

 

    For the period ended September 30, 2018
HK statutory tax rate   8.25 %
Increase in valuation allowance   (8.25) %
Effective tax rate   0 %

 

7.SUBSEQUENT EVENTS

 

In accordance with ASC 855, the Company evaluated all of its activity through the issue date of the financial statements and concluded that no other subsequent events have occurred that would require recognition or disclosure in the financial statements.

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  PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

 

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

 

The estimated costs (assuming all shares are sold) of this offering are as follows:

 

SEC Registration Fee  $ 181.80
Auditor Fees and Expenses $ 10,000.00
Consulting Fees and Related Expenses $ 40,000.00
EDGAR Fees  $ 5,000.00
Transfer Agent Fees  $ 5,000.00
TOTAL  $ 60,181.80

 

(1) All amounts are estimates, other than the SEC’s registration fee. The above expenses are to be paid by the Company, rather than the selling shareholders.

  

INDEMNIFICATION OF DIRECTOR AND OFFICERS

 

Under our Bylaws of the corporation, every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he, or a person of whom he is the legal representative, is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a Director or Officer of another Corporation, or as its representative in a partnership, joint venture, trust, or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability, and loss (including attorneys’ fees judgments, fines, and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. Such right of indemnification shall be a contract right, which may be enforced in any manner desired by such person. The expenses of Officers and Directors incurred in defending a civil or criminal action, suit, or proceeding must be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the Director or Officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the Corporation. Such right of indemnification shall not be exclusive of any other right which such Directors, Officers, or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of Stockholders, provision of law, or otherwise, as well as their rights under this Article.

 

Without limiting the application of the foregoing, the Board of Directors may adopt bylaws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a Director or Officer of another Corporation, or as its representative in a partnership, joint venture, trust, or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person. The indemnification provided in this Article shall continue as to a person who has ceased to be a Director, Officer, Employee, or Agent, and shall inure to the benefit of the heirs, executors and administrators of such person.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

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RECENT SALES OF UNREGISTERED SECURITIES

 

On July 17, 2018, our sole officer and director, Mr. Lai Jinpeng, was issued 20,000,000 shares of restricted common stock, each with a par value of $0.0001 per share, for initial working capital of $2,000.

On September 5, 2018, the Company issued 27,500,000 shares of restricted common stock to Mr. Zhao Zhiming, each with par value of $0.0001 per share, for additional working capital of $2,750.

On September 5, 2018, the Company issued 2,500,000 shares of restricted common stock to Mr. Lin Haisong, each with par value of $0.0001 per share, for additional working capital of $250.

Regards to all of the above transactions we claim an exemption from registration afforded by Section 4(a)(2) and/or Regulation S of the Securities Act of 1933, as amended ("Regulation S") for the above sales of the stock since the sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing

EXHIBITS TO REGISTRATION STATEMENT

 

Exhibit No.   Description
     
3.1   Certificate of Incorporation, as filed with the Nevada Secretary of State on July 17, 2018 (1)
3.2   By-laws (1)
5.1   Legal Opinion Letter (1)
23.1   Consent of Independent Accounting Firm “Pan-China Singapore PAC” (1)
99.1   Sample Subscription Agreement (1)

____________________

(1) Filed herewith.

  

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UNDERTAKINGS

The undersigned Registrant hereby undertakes:

 

(a)(1) To file, during any period in which offers or sales of securities are being made, a post-effective amendment to this registration statement to:

 

(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

 

(i) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or our securities provided by or on behalf of the undersigned registrant; and

 

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

 

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, at the location of Guangdong, China on December 12, 2018.

 

  Wiseman Global Limited
   
  By: /s/ Lai Jinpeng
  Name: Lai Jinpeng
 

Title: Chief Executive Officer, President, Secretary, Treasurer, Director

Date: December 12, 2018

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name: Lai Jinpeng  Signature: /s/ Lai Jinpeng  Title: Chief Executive Officer, President, Secretary, Treasurer, Director (Principal Executive Officer; Principal Financial Officer; Principal Accounting Officer) 

Date: December 12, 2018

 

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