UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2015
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to Commission File Number
333-188152
MJP INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)
Nevada |
N/A |
(State or other jurisdiction of incorporation or
organization) |
(IRS Employer Identification No.)
|
2806, 505 - 6th Street SW, Calgary, Alberta, Canada
|
T2P 1X5 |
(Address of principal executive offices) |
(Zip Code) |
(403) 2378330
(Registrants telephone number,
including area code)
N/A
(Former name, former address and former
fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
[X] YES
[ ] NO
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).
[X] YES [ ] NO
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a small
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
Large accelerated filer |
[ ] |
Accelerated filer |
[ ] |
Non-accelerated filer |
[ ] (Do not check if a smaller
reporting company) |
Smaller reporting company |
[X] |
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act)
[ ] YES [X] NO
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act
after the distribution of securities under a plan confirmed by a
court.
[ ] YES [ ] NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date.
16,108,500 common shares issued and outstanding as of February 1,
2016.
TABLE OF CONTENTS
2
PART I - FINANCIAL INFORMATION
Item 1. |
Financial Statements
|
Our unaudited condensed interim consolidated financial
statements for the three and six month periods ended December 31, 2015 form part
of this quarterly report. They are stated in United States Dollars (US$) and are
prepared in accordance with United States generally accepted accounting
principles.
3
MJP International Ltd.
CONDENSED INTERIM
CONSOLIDATED BALANCE SHEETS
Stated in US Dollars
(A Development
Stage Company)
|
|
December 31, |
|
|
June 30, |
|
|
|
2015 |
|
|
2015 |
|
|
|
(Unaudited) |
|
|
(Audited) |
|
ASSETS |
|
Current |
|
|
|
|
|
|
Cash and
cash equivalents |
$ |
669 |
|
$ |
617 |
|
Total Assets |
$ |
669 |
|
$ |
617 |
|
|
|
|
|
|
|
|
LIABILITIES
|
|
Current |
|
|
|
|
|
|
Trades and other payables
|
$ |
8,637 |
|
$ |
21,654 |
|
Due to
related parties (Note 3) |
|
112,569 |
|
|
95,284 |
|
Total Liabilities |
|
121,206 |
|
|
116,938 |
|
|
|
|
|
|
|
|
STOCKHOLDERS'
DEFICIENCY |
|
Capital
Stock Authorized 100,000,000
common stock, voting, par value $0.0001
each 90,000,000
preferred stock, non-voting, par value $0.0001
each Issued 16,108,500
(June 30, 2015 - 16,108,500) common stock (Note 4) |
|
1,611 |
|
|
1,611 |
|
Additional paid in capital (Note 4) |
|
112,195 |
|
|
112,195 |
|
Deficit accumulated during
the development stage |
|
(258,219 |
) |
|
(241,772 |
) |
Accumulated other comprehensive income |
|
23,876 |
|
|
11,645 |
|
Total Stockholders'
Deficiency |
|
(120,537 |
) |
|
(116,321 |
) |
Total Liabilities and Stockholders'
Deficiency |
$ |
669 |
|
$ |
617 |
|
|
|
|
|
|
|
|
Going Concern (Note 1) |
|
|
|
|
|
|
The accompanying notes are an integral part of these
condensed interim consolidated financial statements
Page 1
MJP International Ltd.
CONDENSED INTERIM
CONSOLIDATED STATEMENT OF OPERATIONS
Stated in US Dollars
(A
Development Stage Company)
For the three and six months ended December 31,
2015 and 2014;
and the period from inception (July 19, 2010) to December 31,
2015
(Unaudited)
|
|
Three months ended
|
|
|
Three months ended
|
|
|
Six months ended
|
|
|
Six months ended
|
|
|
Since July 19, 2010
|
|
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
to December 31, |
|
|
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
|
2015 |
|
Revenue |
$ |
1,792 |
|
$ |
944 |
|
$ |
1,792 |
|
$ |
2,959 |
|
$ |
101,076 |
|
Cost of goods sold |
|
(1,434 |
) |
|
(952 |
) |
|
(1,434 |
) |
|
(2,584 |
) |
|
(78,069 |
) |
Gross profit |
|
358 |
|
|
(8 |
) |
|
358 |
|
|
375 |
|
|
23,007 |
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General
& administration |
|
4,396 |
|
|
7,573 |
|
|
13,618 |
|
|
15,686 |
|
|
129,299 |
|
Professional fees |
|
3,187 |
|
|
2,632 |
|
|
3,187 |
|
|
2,632 |
|
|
92,377 |
|
Wages
& salaries |
|
- |
|
|
- |
|
|
- |
|
|
2,792 |
|
|
58,215 |
|
|
|
(7,583 |
) |
|
(10,205 |
) |
|
(16,805 |
) |
|
(21,110 |
) |
|
(279,891 |
) |
Net loss before income tax
|
|
(7,225 |
)
|
|
(10,213 |
)
|
|
(16,447 |
)
|
|
(20,735 |
)
|
|
(256,884 |
)
|
Income tax expense |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
1,335 |
|
Net loss |
|
(7,225 |
) |
|
(10,213 |
) |
|
(16,447 |
) |
|
(20,735 |
) |
|
(258,219 |
) |
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign
currency adjustment |
|
4,026 |
|
|
3,231 |
|
|
12,231 |
|
|
7,470 |
|
|
23,876 |
|
Comprehensive loss |
$ |
(3,199 |
) |
$ |
(6,982 |
) |
$ |
(4,216 |
) |
$ |
(13,265 |
) |
$ |
(234,343 |
) |
Basic and diluted loss per
stock |
$ |
(0.000 |
)
|
$ |
(0.000 |
)
|
$ |
(0.000 |
)
|
$ |
(0.001 |
)
|
|
|
|
Weighted average number of shares outstanding
|
|
16,108,500 |
|
|
16,108,500 |
|
|
16,108,500 |
|
|
16,108,500 |
|
|
|
|
The accompanying notes are an integral part of these
condensed interim consolidated financial statements
Page 2
MJP International Ltd.
CONDENSED INTERIM CONSOLIDATED
STATEMENT OF STOCKHOLDERS EQUITY
Stated in US Dollars
(A Development Stage Company)
|
|
|
|
|
|
|
|
|
|
|
Accumulated Other |
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
Additional Paid |
|
|
Comprehensive |
|
|
|
|
|
|
|
|
|
Shares |
|
|
Amount |
|
|
in Capital |
|
|
Income (Loss) |
|
|
Deficit |
|
|
Total |
|
Balance, July 19, 2010 |
|
12,000,000 |
|
$ |
1,200 |
|
$ |
(1,096 |
) |
$ |
- |
|
$ |
- |
|
$ |
104 |
|
Net loss for the year |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(17,693 |
) |
|
(17,693 |
) |
Other comprehensive loss for
the year |
|
- |
|
|
- |
|
|
- |
|
|
(684 |
) |
|
- |
|
|
(684 |
) |
Balance, June 30, 2011 |
|
12,000,000 |
|
$ |
1,200 |
|
$ |
(1,096 |
) |
$ |
(684 |
) |
$ |
(17,693 |
) |
$ |
(18,273 |
) |
Net income for the year |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
2,863 |
|
|
2,863 |
|
Other comprehensive income for the year |
|
- |
|
|
- |
|
|
- |
|
|
936 |
|
|
- |
|
|
936 |
|
Balance, June 30, 2012 |
|
12,000,000 |
|
$ |
1,200 |
|
$ |
(1,096 |
) |
$ |
252 |
|
$ |
(14,830 |
) |
$ |
(14,474 |
) |
Recapitalization |
|
150,000 |
|
|
15 |
|
|
(6,992 |
) |
|
- |
|
|
- |
|
|
(6,977 |
) |
Stock issued for private
placement |
|
3,958,500 |
|
|
396 |
|
|
120,283 |
|
|
- |
|
|
- |
|
|
120,679 |
|
Net loss for the year |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(87,533 |
) |
|
(87,533 |
) |
Other comprehensive loss for
the year |
|
- |
|
|
- |
|
|
- |
|
|
(3,048 |
) |
|
- |
|
|
(3,048 |
) |
Balance, June 30, 2013 |
|
16,108,500 |
|
$ |
1,611 |
|
$ |
112,195 |
|
$ |
(2,796 |
) |
$ |
(102,363 |
) |
$ |
8,647 |
|
Net loss for the year |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(91,205 |
) |
|
(91,205 |
) |
Other comprehensive loss for the year |
|
- |
|
|
- |
|
|
- |
|
|
(357 |
) |
|
- |
|
|
(357 |
) |
Balance, June 30, 2014 |
|
16,108,500 |
|
$ |
1,611 |
|
$ |
112,195 |
|
$ |
(3,153 |
) |
$ |
(193,568 |
) |
$ |
(82,915 |
) |
Net loss for the year |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(48,204 |
) |
|
(48,204 |
) |
Other comprehensive income
for the year |
|
- |
|
|
- |
|
|
- |
|
|
14,798 |
|
|
- |
|
|
14,798 |
|
Balance, June 30, 2015 |
|
16,108,500 |
|
$ |
1,611 |
|
$ |
112,195 |
|
$ |
11,645 |
|
$ |
(241,772 |
) |
$ |
(116,321 |
) |
Net loss for the period |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(16,447 |
) |
|
(16,447 |
) |
Other comprehensive income for the period |
|
- |
|
|
- |
|
|
- |
|
|
12,231 |
|
|
- |
|
|
12,231 |
|
Balance, December 31, 2015
|
|
16,108,500 |
|
$ |
1,611 |
|
$ |
112,195 |
|
$ |
23,876 |
|
$ |
(258,219 |
) |
$ |
(120,537 |
)
|
The accompanying notes are an
integral part of these condensed interim
consolidated financial statements
Page 3
MJP International Ltd.
CONDENSED INTERIM
CONSOLIDATED STATEMENT OF CASH FLOWS
Stated in US Dollars
(A
Development Stage Company)
For the six months ended December 31, 2015 and
2014;
and the period from inception (July 19, 2010) to December 31, 2015
(Unaudited)
|
|
Six months ended
|
|
|
Six months ended
|
|
|
Since July 19, 2010
to |
|
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
|
2015 |
|
|
2014 |
|
|
2015 |
|
Operating activities |
|
|
|
|
|
|
|
|
|
Net loss for the period
|
$ |
(16,447 |
) |
$ |
(20,735 |
) |
$ |
(258,219 |
) |
Changes
in non-cash working capital: |
|
|
|
|
|
|
|
|
|
Trades receivable |
|
- |
|
|
- |
|
|
- |
|
Prepaid expenses |
|
- |
|
|
- |
|
|
- |
|
Inventory |
|
- |
|
|
- |
|
|
- |
|
Trade and other payables |
|
(11,387 |
)
|
|
(6,664 |
)
|
|
9,255 |
|
Due
to related parties |
|
27,952 |
|
|
21,218 |
|
|
112,569 |
|
Net cash
provided (used in) operating activities |
|
118 |
|
|
(6,181 |
)
|
|
(136,395 |
)
|
Financing activities |
|
|
|
|
|
|
|
|
|
Cash from
acquisition |
|
- |
|
|
- |
|
|
382 |
|
Common stock issued |
|
- |
|
|
- |
|
|
113,806 |
|
Net cash
provided by financing activities |
|
- |
|
|
- |
|
|
114,188 |
|
Effect of exchange rate changes on cash |
|
(66 |
) |
|
7,470 |
|
|
22,876 |
|
Net cash increase (decrease)
for period |
|
52 |
|
|
1,289 |
|
|
669 |
|
Cash and cash equivalents, beginning of the
period |
|
617 |
|
|
967 |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of the period
|
$ |
669 |
|
$ |
2,256 |
|
$ |
669 |
|
The accompanying notes are an integral part of these
condensed interim consolidated financial statements
Page 4
MJP INTERNATIONAL LTD.
NOTES TO THE CONDENSED
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and
six months ended December 31, 2015 and 2014
(Unaudited)
NOTE 1 NATURE AND CONTINUANCE OF
OPERATIONS
MJP International Ltd. (MJP or the Corporation) was
incorporated in the state of Nevada, United States on October 24, 2012. On
December 10, 2012, the Corporation acquired MJP Lighting Solutions Ltd. (MJP
BVI) and MJP BVIs wholly owned subsidiary, MJP Holdings Ltd. (MJP Alberta)
by issuing 12,000,000 common stock in exchange for 100 percent of the
outstanding common stock of MJP BVI (the Transaction). Although the
Corporation was the legal acquirer, the transaction was accounted for as a
recapitalization of MJP BVI in the form of a reverse merger, whereby MJP BVI
becomes the accounting acquirer and was deemed to have retroactively adopted the
capital structure of the Corporation. Accordingly, the accompanying consolidated
financial statements reflect the historical consolidated financial statements of
MJP BVI for all periods presented, and do not include the historical financial
statements of the Corporation. All costs associated with the reverse merger
transaction were expensed as incurred.
MJP BVI, a British Virgin Islands company, with its main office
located in Hong Kong, was incorporated on October 31, 2012. MJP Alberta was
incorporated on July 19, 2010 under the laws of the province of Alberta, Canada.
MJP BVI, operating through MJP Alberta, specializes in the sale and distribution
of LED lighting and technology solutions and is focused on the North American
market. MJP Alberta has set up an agency in Guangzhou, China in search of high
quality products offered by reputable manufacturers to be introduced to Canada.
Going Concern
These condensed interim consolidated financial statements have
been prepared in accordance with generally accepted accounting principles
applicable to a going concern, which assumes that the Corporation and its
subsidiaries will be able to meet its obligations and continue its operations
for next fiscal year. Realizable values may be substantially different from
carrying values as shown and these condensed interim consolidated financial
statements do not give effect to adjustments that would be necessary to the
carrying values and classification of assets and liabilities should the
Corporation be unable to continue as a going concern. At December 31, 2015, the
Corporation had not yet achieved profitable operations and has accumulated
losses of $258,219 since its inception. The Corporation expects to incur further
losses in the development of its business, all of which casts substantial doubt
about the Corporations ability to continue as a going concern. The
Corporations ability to continue as a going concern is dependent upon its
ability to generate future profitable operations and/or to obtain the necessary
financing to meet its obligations and repay its liabilities arising from normal
business operations when they come due. Management anticipates that additional
funding will be in the form of equity financing from the sale of common stock.
Management may also seek to obtain short-term loans from the directors of the
Corporation. There are no current arrangements in place for equity funding or
short-term loans.
F-1
MJP INTERNATIONAL LTD.
NOTES TO THE CONDENSED
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and
six months ended December 31, 2015 and 2014
(Unaudited)
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
This summary of significant accounting policies is presented to
assist in understanding the condensed interim consolidated financial statements.
The condensed interim consolidated financial statements and notes are the
representations of the Corporations management, who is responsible for their
integrity and objectivity. The condensed interim consolidated financial
statements have been prepared in accordance with the instructions to Form 10-Q,
and therefore do not include all the information necessary for a fair
presentation of financial position, results of operations and cash flows in
conformity with generally accepted accounting principles. These condensed
interim consolidated financial statements should be read in conjunction with the
annual consolidated financial statements and footnotes thereto included in the
Corporations filed Form 10-K for the year ended June 30, 2015.
Basis of Presentation
The Corporations condensed interim consolidated financial
statements included herein are prepared under the accrual basis of accounting in
accordance with accounting principles generally accepted in the United States of
America. These condensed interim consolidated financial statements include the
Corporations wholly owned subsidiaries MJP Lighting Solutions Ltd. and MJP
Holdings Ltd. and 100 percent of their assets, liabilities and net income or
loss. All inter-company accounts and transactions have been eliminated.
While the information presented in the accompanying condensed
interim three and six months consolidated financial statements is unaudited, it
includes all adjustments, which are, in the opinion of management, necessary to
present fairly the financial position, results of operation and cash flows for
the interim periods presented. All adjustments are of a normal recurring nature.
Operating results for the period ended December 31, 2015 are not necessarily
indicative of the results that can be expected for the year ended June 30,
2016.
Recent Accounting Pronouncements
The Company adopts new pronouncements relating to generally
accepted accounting principles applicable to the Company as they are issued,
which may be in advance of their effective date. Management does not believe
that any recently issued, but not yet effective accounting standards, if
currently adopted, would have a material effect on the accompanying consolidated
financial statements.
In March 2013, the Financial Accounting Standards Board
(FASB) issued Accounting Standards Update No. 2013-05 Foreign Currency Matters
(Topic 830): Parents Accounting for the Cumulative Translation Adjustment upon
Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign
Entity or of an Investment in a Foreign Entity (ASC 2013-05). ASC 2013-05
requires that when a reporting entity (parent) ceases to have a controlling
financial interest in a subsidiary or group of assets that is a nonprofit
activity or a business (other than a sale of in substance real estate or
conveyance of oil and gas mineral rights) within a foreign entity, the parent is
required to apply the guidance in Subtopic 830-30 to release any related
cumulative translation adjustment into net income. Accordingly, the cumulative
translation adjustment should be released into net income only if the sale or
transfer results in the complete or substantially complete liquidation of the
foreign entity in which the subsidiary or group of assets had resided. The
Corporation has determined that the adaptation of this guidance has no material
impact to its consolidated financial statements.
F-2
MJP INTERNATIONAL LTD.
NOTES TO THE CONDENSED
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and
six months ended December 31, 2015 and 2014
(Unaudited)
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (CONT.)
In February 2015, the FASB issued ASU No. 2015-2,
Consolidation (Topic 820): Amendments to the Consolidation Analysis. ASU
2015-2 provides a revised consolidation model for all reporting entities to use
in evaluating whether they should consolidate certain legal entities. All legal
entities will be subject to reevaluation under this revised consolidation model.
The revised consolidation model, among other things, (i) modifies the evaluation
of whether limited partnerships and similar legal entitiesare VIEs or voting
interest entities, (ii) eliminates the presumption that a general partner should
consolidate a limited partnership, and (iii) modifies the consolidation analysis
of reporting entities that are involved with VIEs through fee arrangements and
related party relationships. ASU 2015-2 is effective for fiscal years, and
interim reporting periods within those fiscal years, beginning after December
15, 2015. The Corporation does not expect the adoption of this guidance will
have a material impact on its consolidated financial position, results of
operations or cash flows.
In April 2015, the FASB issued ASU No. 2015-03, Interest
-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt
Issuance Costs. The amendments in this ASU require that debt issuance costs
related to a recognized debt liability be presented in the balance sheet as a
direct deduction from the carrying amount of that debt liability, consistent
with debt discounts and the accounting for debt issue costs under IFRS. The
recognition and measurement guidance for debt issuance costs are not affected by
the amendments in this ASU. ASU 2015-03 is effective for the annual period
ending after December 15, 2015, and interim periods within those fiscal years.
Early adoption of the amendments in this Update is permitted for financial
statements that have not been previously issued. The Corporation does not expect
the adoption of this guidance will have a material impact on its consolidated
financial position, results of operations or cash flows.
In August 2014, the FASB issued amended standards No. 2014-15,
Presentation of Financial Statements - Going Concern (''ASU 2014-15"), to
provide guidance about managements responsibility to evaluate whether there is
substantial doubt about an entitys ability to continue as a going concern and
to provide related footnote disclosures requirement. The amendments (1) provide
a definition of the term substantial doubt, (2) require an evaluation for each
annual and interim reporting period, (3) provide principles for considering the
mitigating effect of managements plans, (4) require certain disclosures when
substantial doubt is alleviated as a result of consideration of managements
plans, (5) require an express statement and other disclosures when substantial
doubt is not alleviated, and (6) require an assessment for a period of one year
after the date that the financial statements are issued (or available to be
issued). ASU 2014-15 is effective for the annual period ending after December
15, 2016, and for annual periods and interim periods thereafter. Early adoption
is permitted. The Corporation does not expect the adoption of this guidance will
have a material impact on its consolidated financial position.
In July 2015, the FASB issued No. 2015-11, Inventory -
Simplifying the Measurement of Inventory ("ASU 2015-11"). ASU 2015-11 is
additional guidance regarding the subsequent measurement of inventory by
requiring inventory to be measured at the lower of cost and net realizable
value. This guidance is effective for fiscal years and interim periods beginning
after December 15, 2016. Early adoption is permitted. The Corporation does not
expect the adoption of this guidance will have a material impact on its
consolidated financial position, results of operations or cash flows.
F-3
MJP INTERNATIONAL LTD.
NOTES TO THE CONDENSED
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three and
six months ended December 31, 2015 and 2014
(Unaudited)
NOTE 3 DUE TO RELATED PARTIES
As at December 31, 2015, the Corporation was obligated to
shareholders for funds advanced to the Corporation for working capital. The
advances are unsecured, non-interest bearing and no payback schedule has been
established.
NOTE 4 CAPITAL STOCK
As at December 31, 2015, there were no warrants or options
outstanding (2014 - nil).
F-4
Item 2. |
Managements Discussion and Analysis of
Financial Condition and Results of Operations |
FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q contains forward-looking
statements that involve risks and uncertainties. These statements relate to
future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology including could, may,
will, should, expect, plan, anticipate, believe, estimate,
predict, potential and the negative of these terms or other comparable
terminology. These statements are only predictions. Actual events or results may
differ materially.
While these forward-looking statements, and any assumptions
upon which they are based, are made in good faith and reflect our current
judgment regarding the direction of our business, actual results will almost
always vary, sometimes materially, from any estimates, predictions, projections,
assumptions or other future performance suggested in this report.
In this quarterly report, unless otherwise specified, all
dollar amounts are expressed in United States dollars. All references common
shares refer to the common shares in our capital stock.
As used in this quarterly report, the terms we, us, our
and our company, mean MJP International Ltd. and our wholly owned
subsidiaries, MJP Lightings Solutions Ltd., a British Virgin Islands corporation
and MJP Holdings Ltd., an Alberta, Canada corporation.
General Overview
Our company was incorporated in the State of Nevada on October
24, 2012. We are a development stage company; having entered into the
development stage on October 24, 2012. Founded in Calgary, Canada, we aim to
capitalize on new opportunities found in the North American market for
light-emitting diode (LED) lighting. With China as the manufacturing backbone
of future LED products, we have set up office in Guangzhou, China in search of
high quality products offered by reputable manufacturers to be introduced to
Canada, the United States, and abroad. Our president, chief executive officer
and director, Chris Tong Tang spends more than 50% of his time in the Southern
China region, including Guangzhou and Hong Kong. While there, he operates from
our Guangzhou office. In addition to seeing suppliers and sourcing and
inspecting products at factories, he is also actively seeking to develop a
market for our products in that region.
Our executive offices are located at Suite 2806, 505 - 6th
Street SW, Calgary, Alberta, Canada T2P 1X5. Our telephone number is (403) 237
8330.
Current Business
On December 10, 2012, we entered into a share exchange
agreement with MJP Lighting Solutions Ltd. and the shareholders of MJP Lighting
Solutions pursuant to which we acquired MJP Lighting Solutions and MJP Holdings
Ltd., as our wholly owned subsidiaries. As a result of the acquisition, we
issued 12,000,000 shares of common stock in exchange for 100% of the outstanding
common shares of MJP Lighting Solutions and MJP Holdings.
MJP Lighting Solutions, a British Virgin Islands company, with
its main office located in Hong Kong, was incorporated in October 31, 2012. MJP
Lighting Solutions operated through its then wholly owned subsidiary, MJP
Holdings, of Alberta, Canada. MJP Holdings was incorporated on July 19, 2010
under the laws of the province of Alberta, Canada. MJP Holdings specializes in
the sale and distribution of LED lighting and technology solutions.
4
On January 1, 2012 we received a letter of authorization from
Gysun Opto-Electronic Co. Ltd. pursuant to which we were designated as an
authorized dealer in Canada for all LED products produced by Gysun
Opto-Electronic. The letter of authorization entitles us to market and
distribute products of Gysun Opto-Electronic in Canada. All purchase orders made
by us are negotiated and determined on a case by case basis. The letter of
authorization has no fixed term and is valid until revoked.
Products and Services
Light-Emitting Diodes (LEDs)
Light-emitting diode, commonly known as LED, is a solid-state
semiconductor technology that is rapidly gaining momentum in the lighting
industry. Early market for LEDs was driven by specific niche markets, mainly
backlighting, that optimized on the products coloured light and small package
size. From backlighting, the product slowly made inroads into the automotive
industry. Today, the focus of the industry has largely been shifted towards
general lighting. LED applications are evolving quickly into viable sources for
general illumination as they promise many benefits over conventional lighting.
Within the past few years, LED technology has improved significantly with
respect to brightness, energy efficiency, and colour quality and consistency.
Branded as a disruptive technology, LED has played a tremendous role in
revolutionizing the lighting industry. LEDs have the following attributes:
|
|
Efficiency. LEDs have exceptionally high
theoretical energy efficiency. They can produce much higher lumen per watt
than conventional technologies, thus providing energy savings up to 50 to
70%. |
|
|
Lifespan. The materials used in making LEDs are
inherently stable. High quality LEDs may last for 50,000 to 100,000 hours
or more. Unlike conventional lighting technologies, lifespan of an LED is
unaffected by rapid cycling, its lifespan actually increases when the
average current flowing through it is reduced. |
|
|
Controllability. LEDs have superior control over
light colour, intensity, and direction. Newer white LEDs bring the
potential to illuminate public spaces, homes and offices with light that
mimics daylight. The controllability of LED- generated light enables
intelligent light systems, making them better suited to smart controls
than any previous light technology. |
|
|
Durability. LEDs are extremely durable; and are
resistant to vibration, mechanical stress, and extreme weather conditions
whereby conventional lighting solutions are at a disadvantage. |
|
|
Environmentally Friendly. LEDs do not contain
toxic materials such as mercury, a necessary component of fluorescent
bulbs. |
Todays LEDs boast many benefits over conventional
technologies. In addition to the many objective advantages mentioned above, they
also provide social benefits that play an important role in enhancing human
emotions, motivation, abilities, health, and perception of public safety.
MJP Internationals LED Products
Through our Canadian subsidiary, MJP Holdings, we currently
sell LED products in Canada primarily to retail clients (end users) or through
agents. To date, the majority of our products sold in Canada have been sold
through two independent agents, ECCOS Lifestyle Ltd. and PSL Enterprises Ltd.,
both of Calgary, Alberta. In June, 2013, through our wholly owned British Virgin
Island subsidiary, MJP Lighting Solutions, we made a sale to an end user in Hong
Kong. Our company has established relationships with and has purchased most of
our products from two suppliers in Southern China, Gysun Opto-Electronic Co.
Ltd. and Odin Optoelectronics Technology Co., Limited. To date, our sales have
consisted primarily of LED tube lights, LED PAR (parabolic aluminized reflector)
lamps for spot lights, and LED down lights. These products are certified for
sale in North America with UL® (Underwriters Laboratories) or CSA® (Canadian
Standards Association). All of these products have numerous applications in both
commercial and residential structures and offer a number of benefits over both
incandescent and fluorescent lighting products.
5
PAR Series
The LED PAR Series bulb is a replacement bulb for traditional
PAR 30/38 lamps, where typically halogen bulbs are used. Diameter and length are
identical to traditional lighting products; however, the mid-section is wider to
allow necessary thermal management. Normally this difference is accommodated by
the standard fixtures. The LED bulb is available with either a spot or wide beam
lens and can be used in recessed, track and pendant lighting. Traditionally, the
PAR light series has two product alternatives: halogen lamps and compact
fluorescent lamps (CFLs). LED PAR Series are superior in many ways over these
two product alternatives. Both the halogen and CFL bulbs operate at higher
wattages resulting in higher yearly power consumption and heat emissions.
Furthermore, halogen and CFL lighting products are also deficient in luminosity
(light intensity) and longevity.
Down Light
The LED Down Light series is a complete lighting fixture with
bulb and installation housing. The model has three variations: recessed, narrow
spot, and wide beam; allowing for a wide range of applications. The LED Down
Light series lack of heat output and spot capabilities make this product ideal
for display lighting. However the fixtures can also be used in any commercial
office space or residential dwelling.
The Down Light series bulb is superior in many ways over the
halogen and CFL lighting products. However, a feature that truly sets the LED
Down Light product apart from its alternatives is that the bulb is available in
both a wide and narrow beam model; allowing the product a greater amount of
versatility over alternative lighting products.
Tube Series
The LED Tube series products are designed to replace
fluorescent lamps and fit into existing light fixtures. The new LED lighting
products are easy to install and require only some minor wiring adjustments,
which includes removing the now obsolete ballasts. As well, the LED Tube series
pins can be configured for horizontal or vertical lighting and are available in
either clear or frosted lenses.
The LED Tube series contains many advantages over traditional
fluorescent tube lighting. Overall product performance is far superior; they are
capable of starting at much colder temperatures, and do not flicker or hum like
traditional fluorescent tubes tend to do. Quality of light is also much better,
and both wattage and yearly power consumption is much lower. LED Tube series
products also do not require a ballast like traditional fluorescent tubes do,
and last significantly longer resulting in a substantial decrease in
installation and maintenance costs.
Results of Operations
Operating Expenses
Our operating expenses for the three month periods ended
December 31, 2015 and 2014 are outlined in the table below:
|
|
Three |
|
|
Three |
|
|
Six |
|
|
Six |
|
|
|
Months |
|
|
Months |
|
|
Months |
|
|
Months |
|
|
|
Ended |
|
|
Ended |
|
|
Ended |
|
|
Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
Revenues |
$ |
1,792 |
|
$ |
944 |
|
$ |
1,792 |
|
$ |
2,959 |
|
Cost of goods sold |
$ |
(1,434 |
) |
$ |
(952 |
) |
$ |
(1,434 |
) |
$ |
(2,584 |
) |
Operating Expenses |
$ |
(7,583 |
)
|
$ |
(10,205 |
)
|
$ |
(16,805 |
)
|
$ |
(21,110 |
)
|
Net Loss |
$ |
(7,225 |
) |
$ |
(10,213 |
) |
$ |
(16,447 |
) |
$ |
(20,735 |
)
|
6
Revenues
We earned revenues of $1,792 for the three month period ended
December 31, 2015 compared to $944 for the three month period ended December 31,
2014 for an increase of approximately 89%. The increase in revenues for the
three month period ended December 31, 2015 is primarily due to due to our strong
marketing effort during the quarter. Our gross profit for three month period
ended December 31, 2015 was $358 compared to a loss of $8 for the three month
period ended December 31, 2014 for an increase of $464 due to a higher gross
profit margin.
We earned revenues of $1,792 for the six month period ended
December 31, 2015 compared to $2,959 for the six month period ended December 31,
2014 for a decrease of approximately 39.5% . The decrease in sales for the six
month period ended December 31, 2015 is primarily due to increases in
competition as more and more sellers have entered our market during the past few
years. Our gross profit for six month period ended December 31, 2015 was $358
compared to $375 for the six month period ended December 31, 2014 for a decrease
of approximately 4.6% due to lower revenues.
Operating Expenses
Our consolidated expenses for the three and six month periods
ended December 31, 2015 and 2014:
|
|
Three Months |
|
|
Three Months |
|
|
Six Months |
|
|
Six Months |
|
|
|
Ended |
|
|
Ended |
|
|
Ended |
|
|
Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
General and administrative
expenses |
$ |
4,396 |
|
$ |
7,535 |
|
$ |
13,618 |
|
$ |
15,686 |
|
Professional fees |
$ |
3,187 |
|
$ |
2,632 |
|
$ |
3,187 |
|
$ |
2,632 |
|
Salaries and wages |
$ |
Nil |
|
$ |
Nil |
|
$ |
Nil |
|
$ |
2,792 |
|
Total Expenses |
$ |
7,583 |
|
$ |
10,205 |
|
$ |
16,805 |
|
$ |
21,110 |
|
Our general and administrative expenses include rent, telephone
and internet services, banking changes and miscellaneous office supply costs.
Our professional fees include legal and accounting fees. The decrease in
expenses for the three month period ended December 31, 2015 is primarily due to
a decrease of general and administrative expenses.
The decrease in expenses for the six month period ended
December 31, 2015 is primarily due to decreases in general and administrative
expenses and in salaries and wages.
Earnings after Taxes
The net loss for the three month period ended December 31, 2015
was $7,225 compared to a net loss of $10,213 during the three month period ended
December 31, 2014. The loss for the three month period ended December 31, 2015
is primarily due to operating expenses.
The net loss for the six month period ended December 31, 2015
was $16,447 compared to a net loss of $20,735 during the six month period ended
December 31, 2014. The loss for the six month period ended December 31, 2015 is
primarily due to operating expenses.
7
Liquidity and Capital Resources
|
|
At |
|
|
At |
|
|
|
December 31, |
|
|
June 30 |
|
|
|
2015 |
|
|
2015 |
|
Current Assets |
$ |
669 |
|
$ |
617 |
|
Current Liabilities |
$ |
121,206 |
|
$ |
116,938 |
|
Working Capital (Deficit) |
$ |
(120,537 |
)
|
$ |
(116,321 |
)
|
As at December 31, 2015, we were obligated to related parties,
including Chris Tong Tang, our president, chief executive officer and director
and a number of shareholders, for $112,569 (June 30, 2015 $95,284) in funds
advanced to us for working capital. The advances are unsecured, non-interest
bearing and no payback schedule has been established.
At December 31, 2015, our company had a cash balance and total
assets of $669 compared with a cash balance and total assets of $617 as at June
30, 2015.
As at December 31, 2015, our company had total liabilities of
$121,206 compared with $116,938 as at June 30, 2015. The nominal increase of
$4,268 was attributed to an increase in loans from a related party.
As at December 31, 2015, our company had a working capital
deficit of $120,537 compared with a working capital deficit of $116,321 as at
June 30, 2015.
|
|
Six Months |
|
|
Six Months |
|
|
|
Ended |
|
|
Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2015 |
|
|
2014 |
|
Net Cash Provided by (Used
in) Operating Activities |
$ |
118 |
|
$ |
(61,181 |
)
|
Net Cash Provided by Financing Activities |
$ |
Nil |
|
$ |
Nil |
|
Net Cash Provided by (Used
In) Investing Activities |
$ |
Nil |
|
$ |
Nil |
|
Effect of Exchange Rate Changes on Cash |
$ |
(66 |
) |
$ |
7,470 |
|
Net Increase (Decrease) In
Cash During The Period |
$ |
52 |
|
$ |
1,289 |
|
Cash Flow from Operating Activities
During the six months ended December 31, 2015, our company was
provided $118 of cash from operating activities compared with $61,181 used
during the six months ended December 31, 2014. The decrease in the use of cash
for operating activities was primarily due to a decrease in net loss for the
period and an increase in amounts due to related parties.
Cash Flow from Financing Activities
During the six months ended December 31, 215 and 2014, our
company did not receive any cash for financing activities. There were no
financing activities during the last six month period.
Cash Flow from Investing Activities
We have not engaged in any investing activities since
inception.
8
Going Concern
We incurred a net loss of $258,219 since inception (July 19,
2010) to December 31, 2015. We have commenced limited operations, raising
substantial doubt about our ability to continue as a going concern. We will seek
additional sources of capital through the issuance of debt or equity financing,
but there can be no assurance that we will be successful in accomplishing our
objectives.
Our ability to continue as a going concern is dependent on
additional sources of capital and the success of our plan. The financial
statements do not include any adjustments relating to the recoverability and
classification of recorded asset amounts, or amounts and classification of
liabilities that might result from the outcome of this uncertainty.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in our financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that are
material to our stockholders.
Estimated Expenses
Our expenses for the twelve month period beginning from January
1, 2016 are estimated to be approximately $70,000. With our working capital
deficit of $120,537 as at December 31, 2015, we will need to raise additional
capital to cover our expenses for this twelve month period beginning from
January 1, 2016. We plan to raise additional funding either from new share
issuance or from loans from shareholders.
Estimated Expenses For the Twelve Month Period
Beginning January 1, 2016 |
|
General, Administrative, and Corporate
Expenses |
$ |
60,000 |
|
Other Operating Expenses |
$ |
10,000 |
|
Total |
$ |
70,000 |
|
At present, our cash requirements for the next 12 months
(beginning January 1, 2016) outweigh the funds available to maintain or develop
our business. Of the $70,000 that we require for the next 12 months, we have
$669 in cash as of December 31, 2015 and a working capital deficit of $120,537.
In order to improve our liquidity, we plan to pursue additional equity financing
from private investors or possibly a registered public offering. We do not
currently have any definitive arrangements in place for the completion of any
further private placement financings and there is no assurance that we will be
successful in completing any further private placement financings. If we are
unable to achieve the necessary additional financing, then we plan to reduce the
amounts that we spend on our business activities and administrative expenses in
order to be within the amount of capital resources that are available to us.
We have not investigated the availability of commercial loans
or other debt financing to supplement or meet our cash requirements. In the
uncertain event that any such debt financing alternatives were available to us
on acceptable terms, they would increase our liabilities and future cash
commitments.
If we are able to raise the required funds to fully implement
our business plan, we plan to implement the business actions in the order
provided below. If we are not able to raise all required funds, we will
prioritize our corporate activities as chronologically as follows:
January 1, 2016 to December 31, 2016:
|
|
Maintain companys filing requirements. |
|
|
Market our services to our various contacts.
|
|
|
Carry out marketing activities. |
|
|
Seeking partnership or strategic relationship
with other distribution companies. |
9
Future Financings
We will continue to rely on equity sales of our common shares
and funding from directors and shareholders in order to continue to fund our
business operations. Issuances of additional shares will result in dilution to
existing stockholders. There is no assurance that we will achieve any additional
sales of the equity securities or arrange for debt or other financing to fund
our operations and other activities.
Critical Accounting Policies
The summary of significant accounting policies is presented to
assist in understanding the interim consolidated financial statements. The
interim consolidated financial statements and notes are the representations of
our companys management, who is responsible for their integrity and
objectivity. The interim consolidated financial statements have been prepared in
accordance with the instructions to Form 10-Q, and therefore do not include all
the information necessary for a fair presentation of financial position, results
of operations and cash flows in conformity with generally accepted accounting
principles. The interim consolidated financial statements, included herein,
should be read in conjunction with the annual consolidated financial statements
and footnotes thereto included in our companys filed Form 10-K.
Basis of Presentation
Our companys interim consolidated financial statements
included herein are prepared under the accrual basis of accounting in accordance
with accounting principles generally accepted in the United States of America.
These interim consolidated financial statements include our companys wholly
owned subsidiaries MJP Lighting Solutions Ltd. and MJP Holdings Ltd. and 100% of
their assets, liabilities and net income or loss. All inter-company accounts and
transactions have been eliminated.
While the information presented in the accompanying interim
three months consolidated financial statements is unaudited, it includes all
adjustments, which are, in the opinion of management, necessary to present
fairly the financial position, results of operation and cash flows for the
interim periods presented. All adjustments are of a normal recurring nature.
Operating results for the period ended December 31, 2015 are not necessarily
indicative of the results that can be expected for the year ended June 30, 2016.
Recent Accounting Pronouncements
In March 2013, the Financial Accounting Standards Board
(FASB) issued Accounting Standards Update No. 2013-05 Foreign Currency Matters
(Topic 830): Parents Accounting for the Cumulative Translation Adjustment upon
Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign
Entity or of an Investment in a Foreign Entity (ASC 2013-05). ASC 2013-05
requires that when a reporting entity (parent) ceases to have a controlling
financial interest in a subsidiary or group of assets that is a nonprofit
activity or a business (other than a sale of in substance real estate or
conveyance of oil and gas mineral rights) within a foreign entity, the parent is
required to apply the guidance in Subtopic 830-30 to release any related
cumulative translation adjustment into net income. Accordingly, the cumulative
translation adjustment should be released into net income only if the sale or
transfer results in the complete or substantially complete liquidation of the
foreign entity in which the subsidiary or group of assets had resided. The
Corporation has determined that the adaptation of this guidance has no material
impact to its consolidated financial statements.
10
In February 2015, the FASB issued ASU No. 2015-2,
Consolidation (Topic 820): Amendments to the Consolidation Analysis. ASU
2015-2 provides a revised consolidation model for all reporting entities to use
in evaluating whether they should consolidate certain legal entities. All legal
entities will be subject to reevaluation under this revised consolidation model.
The revised consolidation model, among other things, (i) modifies the evaluation
of whether limited partnerships and similar legal entitiesare VIEs or voting
interest entities, (ii) eliminates the presumption that a general partner should
consolidate a limited partnership, and (iii) modifies the consolidation analysis
of reporting entities that are involved with VIEs through fee arrangements and
related party relationships. ASU 2015-2 is effective for fiscal years, and
interim reporting periods within those fiscal years, beginning after December
15, 2015. The Corporation does not expect the adoption of this guidance will
have a material impact on its consolidated financial position, results of
operations or cash flows.
In April 2015, the FASB issued ASU No. 2015-03, Interest
-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt
Issuance Costs. The amendments in this ASU require that debt issuance costs
related to a recognized debt liability be presented in the balance sheet as a
direct deduction from the carrying amount of that debt liability, consistent
with debt discounts and the accounting for debt issue costs under IFRS. The
recognition and measurement guidance for debt issuance costs are not affected by
the amendments in this ASU. ASU 2015-03 is effective for the annual period
ending after December 15, 2015, and interim periods within those fiscal years.
Early adoption of the amendments in this Update is permitted for financial
statements that have not been previously issued. The Corporation does not expect
the adoption of this guidance will have a material impact on its consolidated
financial position, results of operations or cash flows.
In August 2014, the FASB issued amended standards No. 2014-15,
Presentation of Financial Statements - Going Concern (''ASU 2014-15"), to
provide guidance about managements responsibility to evaluate whether there is
substantial doubt about an entitys ability to continue as a going concern and
to provide related footnote disclosures requirement. The amendments (1) provide
a definition of the term substantial doubt, (2) require an evaluation for each
annual and interim reporting period, (3) provide principles for considering the
mitigating effect of managements plans, (4) require certain disclosures when
substantial doubt is alleviated as a result of consideration of managements
plans, (5) require an express statement and other disclosures when substantial
doubt is not alleviated, and (6) require an assessment for a period of one year
after the date that the financial statements are issued (or available to be
issued). ASU 2014-15 is effective for the annual period ending after December
15, 2016, and for annual periods and interim periods thereafter. Early adoption
is permitted. The Corporation does not expect the adoption of this guidance will
have a material impact on its consolidated financial position.
In July 2015, the FASB issued No. 2015-11, Inventory -
Simplifying the Measurement of Inventory ("ASU 2015-11"). ASU 2015-11 is
additional guidance regarding the subsequent measurement of inventory by
requiring inventory to be measured at the lower of cost and net realizable
value. This guidance is effective for fiscal years and interim periods beginning
after December 15, 2016. Early adoption is permitted. The Corporation does not
expect the adoption of this guidance will have a material impact on its
consolidated financial position, results of operations or cash flows.
Item 3. |
Quantitative and Qualitative Disclosures
about Market Risk |
As a smaller reporting company, we are not required to
provide the information required by this Item.
11
Item 4. |
Controls and Procedures
|
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commissions rules and forms, and that such information
is accumulated and communicated to our management, including our president (our
principal executive officer, principal financial officer and principal
accounting officer) to allow for timely decisions regarding required disclosure.
In designing and evaluating our disclosure controls and procedures, our
management recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control objectives, and our management is required to apply its judgment
in evaluating the cost-benefit relationship of possible controls and procedures.
As of the end of our quarter covered by this report, we carried
out an evaluation, under the supervision and with the participation of our
management, including our president (our principal executive officer, principal
financial officer and principal accounting officer), of the effectiveness of the
design and operation of our disclosure controls and procedures. Based on the
foregoing, our president (our principal executive officer, principal financial
officer and principal accounting officer) concluded that our disclosure controls
and procedures were not effective as of the end of the period covered by this
quarterly report.
Changes in Internal Control
During the period covered by this report there were no changes
in our internal control over financial reporting that materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.
PART II - OTHER INFORMATION
Item 1. |
Legal Proceedings |
We know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered beneficial shareholder, is
an adverse party or has a material interest adverse to our interest.
As a smaller reporting company we are not required to provide
the information required by this Item.
Item 2. |
Unregistered Sales of Equity Securities and
Use of Proceeds |
None.
Item 3. |
Defaults Upon Senior Securities
|
None.
Item 4. |
Mine Safety Disclosures
|
Not applicable.
12
Item 5. |
Other Information |
None.
* Filed herewith.
13
SIGNATURES
In accordance with the requirements of the Securities Exchange
Act of 1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MJP INTERNATIONAL
LTD.
(Registrant)
Dated: February 16, 2016 |
By: |
/s/ Chris Tong Tang |
|
|
Chris Tong Tang |
|
|
President, Chief Executive Officer and Director
|
|
|
(Principal Executive Officer, Principal
Financial |
|
|
Officer and Principal Accounting Officer)
|
14
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
18 U.S.C. ss 1350, AS
ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Chris Tong Tang, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q of MJP
International Ltd.; |
|
|
2. |
Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this report; |
|
|
3. |
Based on my knowledge, the financial statements, and
other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
report; |
|
|
4. |
The registrant's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and
have: |
|
(a) |
Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which
this report is being prepared; |
|
|
|
|
(b) |
Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles; |
|
|
|
|
(c) |
Evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on
such evaluation; and |
|
|
|
|
(d) |
Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth fiscal
quarter in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the registrant's internal
control over financial reporting; and |
5. |
The registrant's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee
of the registrant's board of directors (or persons performing the
equivalent functions): |
|
|
|
|
(a) |
All significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and |
|
|
|
|
(b) |
Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal control over financial
reporting. |
Date: February 16, 2016
/s/ Chris Tong Tang
Chris Tong
Tang
President, Chief Executive Officer and Director
(Principal Executive
Officer, Principal Financial
Officer and Principal Accounting Officer)
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Chris Tong Tang, hereby certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that:
(1) |
the Quarterly Report on Form 10-Q of MJP International
Ltd. for the period ended December 31, 2015 (the Report) fully complies
with the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and |
|
|
(2) |
the information contained in the Report fairly presents,
in all material respects, the financial condition and results of
operations of MJP International Ltd. |
Dated: February 16, 2016 |
/s/
Chris Tong Tang |
|
Chris Tong Tang |
|
President, Chief Executive Officer and Director
|
|
(Principal Executive Officer, Principal
Financial Officer and |
|
Principal Accounting Officer) |
|
MJP International Ltd. |
A signed original of this written statement required by Section
906, or other document authenticating, acknowledging, or otherwise adopting the
signature that appears in typed form within the electronic version of this
written statement required by Section 906, has been provided to MJP
International Ltd. and will be retained by MJP International Ltd. and furnished
to the Securities and Exchange Commission or its staff upon request.
v3.3.1.900
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v3.3.1.900
CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS - USD ($)
|
Dec. 31, 2015 |
Jun. 30, 2015 |
Current |
|
|
Cash and cash equivalents |
$ 669
|
$ 617
|
Total Assets |
669
|
617
|
Current |
|
|
Trades and other payables |
8,637
|
21,654
|
Due to related parties |
112,569
|
95,284
|
Total Liabilities |
121,206
|
116,938
|
STOCKHOLDERS' DEFICIENCY |
|
|
Capital Stock Authorized 100,000,000 common stock, voting, par value $0.0001 each 90,000,000 preferred stock, non-voting, par value $0.0001 each Issued 16,108,500 (June 30, 2015 - 16,108,500) common stock |
1,611
|
1,611
|
Additional paid in capital |
112,195
|
112,195
|
Deficit accumulated during the development stage |
(258,219)
|
(241,772)
|
Accumulated other comprehensive income |
23,876
|
11,645
|
Total Stockholders' Deficiency |
(120,537)
|
(116,321)
|
Total Liabilities and Stockholders' Deficiency |
$ 669
|
$ 617
|
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CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
|
Dec. 31, 2015 |
Jun. 30, 2015 |
Common Stock, Shares Authorized |
100,000,000
|
100,000,000
|
Common Stock, Par Value Per Share |
$ 0.0001
|
$ 0.0001
|
Preferred Stock, Shares Authorized |
90,000,000
|
90,000,000
|
Preferred Stock, Par Value Per Share |
$ 0.0001
|
$ 0.0001
|
Common Stock, Shares, Issued |
16,108,500
|
16,108,500
|
X |
- DefinitionFace amount or stated value per share of common stock.
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v3.3.1.900
CONDENSED INTERIM CONSOLIDATED STATEMENT OF OPERATIONS - USD ($)
|
3 Months Ended |
6 Months Ended |
65 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2015 |
Revenue |
$ 1,792
|
$ 944
|
$ 1,792
|
$ 2,959
|
$ 101,076
|
Cost of goods sold |
(1,434)
|
(952)
|
(1,434)
|
(2,584)
|
(78,069)
|
Gross profit |
358
|
(8)
|
358
|
375
|
23,007
|
Expenses |
|
|
|
|
|
General & administration |
4,396
|
7,573
|
13,618
|
15,686
|
129,299
|
Professional fees |
3,187
|
2,632
|
3,187
|
2,632
|
92,377
|
Wages & salaries |
0
|
0
|
0
|
2,792
|
58,215
|
Total Expenses |
(7,583)
|
(10,205)
|
(16,805)
|
(21,110)
|
(279,891)
|
Net loss before income tax |
(7,225)
|
(10,213)
|
(16,447)
|
(20,735)
|
(256,884)
|
Income tax expense |
0
|
0
|
0
|
0
|
1,335
|
Net loss |
(7,225)
|
(10,213)
|
(16,447)
|
(20,735)
|
(258,219)
|
Other comprehensive income |
|
|
|
|
|
Foreign currency adjustment |
4,026
|
3,231
|
12,231
|
7,470
|
23,876
|
Comprehensive loss |
$ (3,199)
|
$ (6,982)
|
$ (4,216)
|
$ (13,265)
|
$ (234,343)
|
Basic and diluted loss per stock |
$ 0.000
|
$ 0.000
|
$ 0.000
|
$ (0.001)
|
|
Weighted average number of shares outstanding |
16,108,500
|
16,108,500
|
16,108,500
|
16,108,500
|
|
X |
- DefinitionAmount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.
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v3.3.1.900
CONDENSED INTERIM CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY - USD ($)
|
Common Stock [Member] |
Additional Paid in Capital [Member] |
Accumulated Other Comprehensive Income (Loss) [Member] |
Deficit [Member] |
Total |
Beginning Balance at Jul. 18, 2010 |
$ 1,200
|
$ (1,096)
|
|
|
$ 104
|
Beginning Balance (Shares) at Jul. 18, 2010 |
12,000,000
|
|
|
|
|
Net loss for the period |
|
|
|
$ (17,693)
|
(17,693)
|
Other comprehensive income for the period |
|
|
$ (684)
|
|
(684)
|
Ending Balance at Jun. 30, 2011 |
$ 1,200
|
(1,096)
|
(684)
|
(17,693)
|
(18,273)
|
Ending Balance (Shares) at Jun. 30, 2011 |
12,000,000
|
|
|
|
|
Beginning Balance at Jul. 18, 2010 |
$ 1,200
|
(1,096)
|
|
|
104
|
Beginning Balance (Shares) at Jul. 18, 2010 |
12,000,000
|
|
|
|
|
Net loss for the period |
|
|
|
|
(258,219)
|
Ending Balance at Dec. 31, 2015 |
$ 1,611
|
112,195
|
23,876
|
(258,219)
|
(120,537)
|
Ending Balance (Shares) at Dec. 31, 2015 |
16,108,500
|
|
|
|
|
Beginning Balance at Jun. 30, 2011 |
$ 1,200
|
(1,096)
|
(684)
|
(17,693)
|
(18,273)
|
Beginning Balance (Shares) at Jun. 30, 2011 |
12,000,000
|
|
|
|
|
Net loss for the period |
|
|
|
2,863
|
2,863
|
Other comprehensive income for the period |
|
|
936
|
|
936
|
Ending Balance at Jun. 30, 2012 |
$ 1,200
|
(1,096)
|
252
|
(14,830)
|
(14,474)
|
Ending Balance (Shares) at Jun. 30, 2012 |
12,000,000
|
|
|
|
|
Recapitalization |
$ 15
|
(6,992)
|
|
|
(6,977)
|
Recapitalization (Shares) |
150,000
|
|
|
|
|
Stock issued for private placement |
$ 396
|
120,283
|
|
|
120,679
|
Stock issued for private placement (Shares) |
3,958,500
|
|
|
|
|
Net loss for the period |
|
|
|
(87,533)
|
(87,533)
|
Other comprehensive income for the period |
|
|
(3,048)
|
|
(3,048)
|
Ending Balance at Jun. 30, 2013 |
$ 1,611
|
112,195
|
(2,796)
|
(102,363)
|
8,647
|
Ending Balance (Shares) at Jun. 30, 2013 |
16,108,500
|
|
|
|
|
Net loss for the period |
|
|
|
(91,205)
|
(91,205)
|
Other comprehensive income for the period |
|
|
(357)
|
|
(357)
|
Ending Balance at Jun. 30, 2014 |
$ 1,611
|
112,195
|
(3,153)
|
(193,568)
|
(82,915)
|
Ending Balance (Shares) at Jun. 30, 2014 |
16,108,500
|
|
|
|
|
Net loss for the period |
|
|
|
(48,204)
|
(48,204)
|
Other comprehensive income for the period |
|
|
14,798
|
|
14,798
|
Ending Balance at Jun. 30, 2015 |
$ 1,611
|
112,195
|
11,645
|
(241,772)
|
(116,321)
|
Ending Balance (Shares) at Jun. 30, 2015 |
16,108,500
|
|
|
|
|
Net loss for the period |
|
|
|
(16,447)
|
(16,447)
|
Other comprehensive income for the period |
|
|
12,231
|
|
12,231
|
Ending Balance at Dec. 31, 2015 |
$ 1,611
|
$ 112,195
|
$ 23,876
|
$ (258,219)
|
$ (120,537)
|
Ending Balance (Shares) at Dec. 31, 2015 |
16,108,500
|
|
|
|
|
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v3.3.1.900
CONDENSED INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($)
|
6 Months Ended |
65 Months Ended |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2015 |
Operating activities |
|
|
|
Net loss for the period |
$ (16,447)
|
$ (20,735)
|
$ (258,219)
|
Changes in non-cash working capital: |
|
|
|
Trades receivable |
0
|
0
|
0
|
Prepaid expenses |
0
|
0
|
0
|
Inventory |
0
|
0
|
0
|
Trade and other payables |
(11,387)
|
(6,664)
|
9,255
|
Due to related parties |
27,952
|
21,218
|
112,569
|
Net cash provided (used in) operating activities |
118
|
(6,181)
|
(136,395)
|
Financing activities |
|
|
|
Cash from acquisition |
0
|
0
|
382
|
Common stock issued |
0
|
0
|
113,806
|
Net cash provided by financing activities |
0
|
0
|
114,188
|
Effect of exchange rate changes on cash |
(66)
|
7,470
|
22,876
|
Net cash increase (decrease) for period |
52
|
1,289
|
669
|
Cash and cash equivalents, beginning of the period |
617
|
967
|
0
|
Cash and cash equivalents, end of the period |
$ 669
|
$ 2,256
|
$ 669
|
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v3.3.1.900
NATURE AND CONTINUANCE OF OPERATIONS
|
6 Months Ended |
Dec. 31, 2015 |
NATURE AND CONTINUANCE OF OPERATIONS [Text Block] |
NOTE 1 –
NATURE AND CONTINUANCE OF OPERATIONS
MJP International Ltd. (“MJP” or the “Corporation”) was incorporated in the state of Nevada, United States on October 24, 2012. On December 10, 2012, the Corporation acquired MJP Lighting Solutions Ltd. (“MJP BVI”) and MJP BVI’s wholly owned subsidiary, MJP Holdings Ltd. (“MJP Alberta”) by issuing
12,000,000
common stock in exchange for
100
percent of the outstanding common stock of MJP BVI (the “Transaction”). Although the Corporation was the legal acquirer, the transaction was accounted for as a recapitalization of MJP BVI in the form of a reverse merger, whereby MJP BVI becomes the accounting acquirer and was deemed to have retroactively adopted the capital structure of the Corporation. Accordingly, the accompanying consolidated financial statements reflect the historical consolidated financial statements of MJP BVI for all periods presented, and do not include the historical financial statements of the Corporation. All costs associated with the reverse merger transaction were expensed as incurred.
MJP BVI, a British Virgin Islands company, with its main office located in Hong Kong, was incorporated on October 31, 2012. MJP Alberta was incorporated on July 19, 2010 under the laws of the province of Alberta, Canada. MJP BVI, operating through MJP Alberta, specializes in the sale and distribution of LED lighting and technology solutions and is focused on the North American market. MJP Alberta has set up an agency in Guangzhou, China in search of high quality products offered by reputable manufacturers to be introduced to Canada.
Going Concern
These condensed interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Corporation and its subsidiaries will be able to meet its obligations and continue its operations for next fiscal year. Realizable values may be substantially different from carrying values as shown and these condensed interim consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Corporation be unable to continue as a going concern. At December 31, 2015, the Corporation had not yet achieved profitable operations and has accumulated losses of $258,219
since its inception. The Corporation expects to incur further losses in the development of its business, all of which casts substantial doubt about the Corporation’s ability to continue as a going concern. The Corporation’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management anticipates that additional funding will be in the form of equity financing from the sale of common stock. Management may also seek to obtain short-term loans from the directors of the Corporation. There are no current arrangements in place for equity funding or short-term loans.
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v3.3.1.900
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
6 Months Ended |
Dec. 31, 2015 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Text Block] |
NOTE 2 –
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies is presented to assist in understanding the condensed interim consolidated financial statements. The condensed interim consolidated financial statements and notes are the representations of the Corporation’s management, who is responsible for their integrity and objectivity. The condensed interim consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q, and therefore do not include all the information necessary for a fair presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. These condensed interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements and footnotes thereto included in the Corporation’s filed Form 10-K for the year ended June 30, 2015.
Basis of Presentation
The Corporation’s condensed interim consolidated financial statements included herein are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. These condensed interim consolidated financial statements include the Corporation’s wholly owned subsidiaries MJP Lighting Solutions Ltd. and MJP Holdings Ltd. and
100
percent of their assets, liabilities and net income or loss. All inter-company accounts and transactions have been eliminated.
While the information presented in the accompanying condensed interim three and six months consolidated financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operation and cash flows for the interim periods presented. All adjustments are of a normal recurring nature. Operating results for the period ended December 31, 2015 are not necessarily indicative of the results that can be expected for the year ended June 30, 2016.
Recent Accounting Pronouncements
The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. Management does not believe that any recently issued, but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements.
In March 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2013-05 Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (ASC 2013-05). ASC 2013-05 requires that when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity, the parent is required to apply the guidance in Subtopic 830-30 to release any related cumulative translation adjustment into net income. Accordingly, the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. The Corporation has determined that the adaptation of this guidance has no material impact to its consolidated financial statements.
In February 2015, the FASB issued ASU No. 2015-2, “Consolidation (Topic 820): Amendments to the Consolidation Analysis.” ASU 2015-2 provides a revised consolidation model for all reporting entities to use in evaluating whether they should consolidate certain legal entities. All legal entities will be subject to reevaluation under this revised consolidation model. The revised consolidation model, among other things, (i) modifies the evaluation of whether limited partnerships and similar legal entitiesare VIEs or voting interest entities, (ii) eliminates the presumption that a general partner should consolidate a limited partnership, and (iii) modifies the consolidation analysis of reporting entities that are involved with VIEs through fee arrangements and related party relationships. ASU 2015-2 is effective for fiscal years, and interim reporting periods within those fiscal years, beginning after December 15, 2015. The Corporation does not expect the adoption of this guidance will have a material impact on its consolidated financial position, results of operations or cash flows.
In April 2015, the FASB issued ASU No. 2015-03, Interest -Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts and the accounting for debt issue costs under IFRS. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. ASU 2015-03 is effective for the annual period ending after December 15, 2015, and interim periods within those fiscal years. Early adoption of the amendments in this Update is permitted for financial statements that have not been previously issued. The Corporation does not expect the adoption of this guidance will have a material impact on its consolidated financial position, results of operations or cash flows.
In August 2014, the FASB issued amended standards No. 2014-15, Presentation of Financial Statements - Going Concern (''ASU 2014-15"), to provide guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures requirement. The amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation for each annual and interim reporting period, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted. The Corporation does not expect the adoption of this guidance will have a material impact on its consolidated financial position.
In July 2015, the FASB issued No. 2015-11,
Inventory - Simplifying the Measurement of Inventory
("ASU 2015-11"). ASU 2015-11 is additional guidance regarding the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. This guidance is effective for fiscal years and interim periods beginning after December 15, 2016. Early adoption is permitted. The Corporation does not expect the adoption of this guidance will have a material impact on its consolidated financial position, results of operations or cash flows.
|
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- DefinitionThe entire disclosure for all significant accounting policies of the reporting entity.
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DUE TO RELATED PARTIES
|
6 Months Ended |
Dec. 31, 2015 |
DUE TO RELATED PARTIES [Text Block] |
NOTE 3 –
DUE TO RELATED PARTIES
As at December 31, 2015, the Corporation was obligated to shareholders for funds advanced to the Corporation for working capital. The advances are unsecured, non-interest bearing and no payback schedule has been established.
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- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
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CAPITAL STOCK
|
6 Months Ended |
Dec. 31, 2015 |
CAPITAL STOCK [Text Block] |
NOTE 4 –
CAPITAL STOCK
As at December 31, 2015, there were no warrants or options outstanding (2014 - nil).
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Summary of Significant Accounting Policies (Policies)
|
6 Months Ended |
Dec. 31, 2015 |
Basis of Presentation [Policy Text Block] |
Basis of Presentation
The Corporation’s condensed interim consolidated financial statements included herein are prepared under the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. These condensed interim consolidated financial statements include the Corporation’s wholly owned subsidiaries MJP Lighting Solutions Ltd. and MJP Holdings Ltd. and
100
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|
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Recent Accounting Pronouncements
The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. Management does not believe that any recently issued, but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements.
In March 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2013-05 Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (ASC 2013-05). ASC 2013-05 requires that when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity, the parent is required to apply the guidance in Subtopic 830-30 to release any related cumulative translation adjustment into net income. Accordingly, the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. The Corporation has determined that the adaptation of this guidance has no material impact to its consolidated financial statements.
In February 2015, the FASB issued ASU No. 2015-2, “Consolidation (Topic 820): Amendments to the Consolidation Analysis.” ASU 2015-2 provides a revised consolidation model for all reporting entities to use in evaluating whether they should consolidate certain legal entities. All legal entities will be subject to reevaluation under this revised consolidation model. The revised consolidation model, among other things, (i) modifies the evaluation of whether limited partnerships and similar legal entitiesare VIEs or voting interest entities, (ii) eliminates the presumption that a general partner should consolidate a limited partnership, and (iii) modifies the consolidation analysis of reporting entities that are involved with VIEs through fee arrangements and related party relationships. ASU 2015-2 is effective for fiscal years, and interim reporting periods within those fiscal years, beginning after December 15, 2015. The Corporation does not expect the adoption of this guidance will have a material impact on its consolidated financial position, results of operations or cash flows.
In April 2015, the FASB issued ASU No. 2015-03, Interest -Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts and the accounting for debt issue costs under IFRS. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. ASU 2015-03 is effective for the annual period ending after December 15, 2015, and interim periods within those fiscal years. Early adoption of the amendments in this Update is permitted for financial statements that have not been previously issued. The Corporation does not expect the adoption of this guidance will have a material impact on its consolidated financial position, results of operations or cash flows.
In August 2014, the FASB issued amended standards No. 2014-15, Presentation of Financial Statements - Going Concern (''ASU 2014-15"), to provide guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures requirement. The amendments (1) provide a definition of the term substantial doubt, (2) require an evaluation for each annual and interim reporting period, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early adoption is permitted. The Corporation does not expect the adoption of this guidance will have a material impact on its consolidated financial position.
In July 2015, the FASB issued No. 2015-11,
Inventory - Simplifying the Measurement of Inventory
("ASU 2015-11"). ASU 2015-11 is additional guidance regarding the subsequent measurement of inventory by requiring inventory to be measured at the lower of cost and net realizable value. This guidance is effective for fiscal years and interim periods beginning after December 15, 2016. Early adoption is permitted. The Corporation does not expect the adoption of this guidance will have a material impact on its consolidated financial position, results of operations or cash flows.
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