NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
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.
We were formed and organized 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 an office in Guangzhou, China in search of high quality products offered by reputable manufacturers to be introduced to Canada, the United States, and abroad. In November 2016, we expanded our operations to include reselling various energy products and green technology products. We achieved this by acquiring Energy Alliance Labs Inc. (“Energy Alliance”), which is the 80% owner of Human Energy Alliance Laboratories Corp., an Idaho corporation (“HEAL”). HEAL is a “green technology” and retail company with the mission of developing and distributing technologies that relieve its customers of certain burdens, while simultaneously decreasing the energy they use. HEAL’s primary products are mid-sized wind turbines, small solar panels and related controllers and inverters. We have set out further details of the acquisition below as well as in Notes 3 and 4 to these condensed interim consolidated financial statements.
On February 5, 2016, Energy Alliance, incorporated on February 5, 2016, entered into an agreement to acquire 80% of the issued and outstanding equity interests of HEAL from certain shareholders of HEAL for $80,000. The cash for the acquisition of shares was transferred to the shareholders on November 1, 2016 and that is when the acquisition closed. Subsequent to the transfer of cash, the previous shareholders of MJPI own 80% of the issued and outstanding shares of HEAL.
On October 28, 2016, MJP entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Liao Zu Guo, an individual residing in China, whereby MJPI issued 4,000,000 shares of its common stock in exchange for 100% of the issued and outstanding equity interests of Energy Alliance. Subsequent to the execution of the Share Exchange Agreement, Liao Zu Gao became a member of the Board of Directors of MJP and became a majority shareholder.
Our executive offices are located at 3006 E. Goldstone Drive, Suite 218, Meridian, ID 83642. Our telephone number is (208) 231 – 1606.
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 the next fiscal year. Realizable values may be substantially different from carrying values as shown and these condensed interim consolidated financial statements, which 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, 2016, the Corporation had not yet achieved profitable operations and has an accumulated loss of $(238,681) since inception. . The Corporation expects to incur further losses, 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.
MJP INTERNATIONAL LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 – BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three and six months ended December 31, 2016, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2017. For further information, refer to the financial statements and footnotes thereto included in the Corporation’s filed Form 10-K for the year ended June 30, 2016
These condensed interim consolidated financial statements include the Corporation’s wholly owned subsidiaries MJP Lighting Solutions Ltd., MJP Holdings Ltd. Energy Alliance and Human Energy Alliance Laboratories Corp. and 100 percent of their assets, liabilities and net income or loss. All inter-company accounts and transactions have been eliminated.
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect application of policies and 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 year. Actual results could differ from these estimates. Estimates and their underlying assumptions are reviewed on an ongoing basis. Changes in estimates are recorded in the accounting period in which they are determined. The critical accounting estimates and assumptions in the accompanying unaudited condensed consolidated interim financial statements include the provision for unpaid loss and loss adjustment expenses which may result from product warranty provisions; valuation of deferred income taxes; valuation and impairment assessment of intangible assets; goodwill recoverability; and deferred acquisition costs.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash Equivalents
For purposes of reporting within the statements of cash flows, the Corporation considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.
Business Combination
In our accounting for business combinations, judgment is required in determining whether an intangible asset is identifiable, and should be recorded separately from goodwill. Additionally, estimating the acquisition date fair values of the identifiable assets acquired and liabilities assumed involves considerable management judgment. The necessary measurements are based on information available on the acquisition date and are based on expectations and assumptions that have been deemed reasonable by management. These judgments, estimates, and assumptions can materially affect our financial position and profit for several reasons, including the following:
|
-
|
|
Subsequent negative changes in the estimated fair values of assets may result in additional expense from impairment charges.
|
|
-
|
|
Subsequent changes in the estimated fair values of liabilities and provisions may result in additional expense (if increasing the estimated fair value) or additional income (if decreasing the estimated fair value).
|
MJP INTERNATIONAL LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
Impairment of Long-Lived Assets and Goodwill
Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. Intangible assets acquired are recorded at estimated fair value. Goodwill and intangible assets deemed to have indefinite lives are not amortized, but are tested for impairment annually during the third quarter, or whenever events or changes in circumstances indicate that goodwill or intangible assets may be impaired. The Corporation initially assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Corporation determines it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, then the Corporation performs a first step by comparing the book value of net assets to the fair value of the Corporation’s single reporting unit. If the fair value is determined to be less than the book value, a second step is performed to compute the amount of impairment as the difference between the estimated fair value of goodwill and the carrying value.
There was impairment of long-lived assets or goodwill in the amount of $226,007 during the period ended December 31, 2016.
Foreign Currency Translation
The functional currency of the Corporation and its former subsidiaries MJP Lighting Solutions Ltd. and MJP Holdings Ltd. is Canadian dollars (“C$”). The functional currency of both Energy Alliance and HEAL is the US Dollar. The Corporation maintains its financial statements in United States currency (“US dollars”).
|
(i)
|
Foreign currency transactions
|
Transactions in foreign currencies are initially recorded by the Corporation and its subsidiaries at their respective functional currency rates prevailing at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate of exchange at the reporting date. All differences are taken to the consolidated statement of operations.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.
The assets and liabilities of foreign operations are translated to US dollars at exchange rates at the reporting date. The income and expenses of foreign operations are translated into US dollars at exchange rates at the dates of the transactions.
Foreign currency adjustment are recognized in other comprehensive income in the accumulated other comprehensive income (loss).
Foreign exchange gains or losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely to occur in the foreseeable future and which in substance is considered to form part of the net investment in the foreign operation, are recognized in other comprehensive income in the cumulative amount of foreign currency translation differences.
During the three-month period ended December 31, 2016, the Corporation wound up MJP Lighting Solutions Ltd. and MJP Holdings Ltd.The Corporation transferred accumulated other comprehensive income from foreign exchange gains or losses totaling $658 to other income (expenses).
MJP INTERNATIONAL LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
Revenue Recognition
The Corporation recognizes revenue when persuasive evidence of an arrangement exists, shipment has occurred or services rendered, the price is fixed or determinable and payment is reasonably assured. Customers take ownership at point of sale and bear the costs and risks of delivery.
Inventory
Inventory includes replacement parts for solar panels and wind turbines, which include controllers, tie inverters, nose cones and blades of different specifications. Inventories are carried at the lower of cost or net realizable value. Other than small replacement parts held in stock, inventory is ordered on a per customer basis. Physical count occurs upon reception of merchandise at inventory location, 319 Taylor Avenue, Moscow, ID 83843.
Warranty
The Corporation offers a warranty on its products as follows:
1. Products returned within a year due to defect are provided a 110% return price and the Corporation pays return shipping;
2. Products are guaranteed to satisfy. Products returned within a year due to disinterest or dissatisfaction receive a 100% refund of purchase price and the Customer pays shipping;
3. Defective products returned after the standard one-year warranty has passed is addressed by the specific manufacturer warranty at no cost to the Corporation.
The estimated warranty costs are accounted for by accruing these costs on an annual basis and are based on historical product performance including analysis of actual product returns.
Fair Value of Financial Instrument
The Corporation follows FASB ASC 820, Fair Value Measurements and Disclosures, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This new accounting standard establishes a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Corporation defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Corporation considers the principal or most advantageous market in which the Corporation would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.
The Corporation has adopted FASB ASC 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Corporation has not elected the fair value option for any eligible financial instruments.
Basic and Diluted Loss per Common Stock
FASB ASC 260 requires dual presentation of basic and diluted earnings per share (EPS) with a reconciliation of the numerator and denominator of the EPS computations. Basic earnings per share amounts are based on the weighted average shares of common stock outstanding. If applicable, diluted earnings per stock would assume the conversion, exercise or issuance of all potential common stock instruments such as options, warrants and convertible securities, unless the effect is to reduce a loss or increase earnings per share. Diluted net income (loss) per common stock on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive. During the three month period ended December 31, 2016 certain shareholders of the Corporation returned a total of 6,500,000 shares of common stock stock for cancelation, the impact of which was anti-dilutive, and therefore, not presented herein.
MJP INTERNATIONAL LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
Recent Accounting Pronouncements
In February 2016, the FASB issued ASU 2016-02, Leases. This update requires organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance will also require additional disclosure about the amount, timing and uncertainty of cash flows arising from leases. The provisions of this update are effective for annual and interim periods beginning after December 15, 2018. The Company is still assessing the impact that the adoption of ASI 2016-02 will have on the consolidated financial position and the consolidated results of operations.
In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting”. Several aspects of the accounting for share-based payment award transaction are simplified, including (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company is still assessing the impact that the adoption of ASI 2016-09 will have on the consolidated financial position and the consolidated results of operations.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. This ASU is effective for fiscal years beginning after December 15, 2019 (fiscal 2020), including interim periods within those fiscal years, with early adoption permitted. The Corporation does not expect the adoption of this guidance will have a material impact on its condensed interim consolidated financial position.
In August 2016, the Financial Accounting Standards Board (“FASB) issued Accounting Standards Update (“ASU”) 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU addresses the classification of certain specific cash flow issues including debt prepayment or extinguishment costs, settlement of certain debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of certain insurance claims and distributions received from equity method investees. This ASU is effective for fiscal years beginning after December 15, 2017 (fiscal 2018), and interim periods within those fiscal years, with early adoption permitted. An entity that elects early adoption must adopt all of the amendments in the same period. The Corporation does not expect the adoption of this guidance will have a material impact on its condensed interim consolidated financial position.
In January 2017, the FASB issued ASU 2017-01, “Business Combinations: Clarifying the definition of a Business” which amends the current definition of a business. Under ASU 2017-01, to be considered a business, an acquisition would have to include an input and a substantive process that together significantly contributes to the ability to create outputs. ASU 2017-01 further states that when substantially all of the fair value of gross assets acquitted is concentrated in a single asset (or a group of similar assets), the assets acquired would not represent a business. The new guidance also narrows the definition of the term “outputs” to be consistent with how it is described in Topic 606, Revenue from Contracts with Customers. The changes to the definition of a business will likely result in more acquisitions being accounted for as asset acquisitions. ASU 2017-01 is effective for acquisitions commencing on or after June 30, 2019, with early adoption permitted. Adoption of this guidance will be applied prospectively on or after the effective date.
In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other” ASU 2017-04 simplifies the accounting for goodwill impairment by eliminating Step 2 of the current goodwill impairment test, which required a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which the reporting unit’s carrying value exceeds its fair value, limited to the carrying value of the goodwill. ASU 2017-04 is effective for financial statements issued for fiscal years, and interim periods beginning after December 15, 2019.
The Corporation has adopted all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
MJP INTERNATIONAL LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 – ASSETS ACQUISTION AND BUSINESS COMBINATION
On February 5, 2016, Energy Alliance entered into an agreement to acquire 80% of the issued and outstanding equity interests of HEAL from certain shareholders of HEAL for $80,000. The cash for the acquisition of shares was transferred to the shareholders on November 1, 2016 and that is when the acquisition closed. Energy Alliance was formed on February 5, 2016 for the purpose of acquiring HEAL. All of the issued and outstanding shares of Energy Alliance totaling 35,000,000 were owned by Mr. Liao Zu Gao.
On October 28, 2016, the Corporation entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Liao Zu Guo, an individual residing in China, where the Corporation issued 4,000,000 shares of its common stock in exchange for 100% of the issued and outstanding equity interests of Energy Alliance.
Subsequent to the execution of the Share Exchange Agreement, Liao Zu Gao became a member of the Board of Directors of MJP.
Subsequent to the transfer of cash, the previous shareholders of the Corporation own 80% of the issued and outstanding shares of HEAL through its wholly owned subsidiary, Energy Alliance.
The definition of a business under ASC 805-10-55 consists of inputs and processes applied to those inputs that have the ability to create outputs. Although businesses usually have outputs, outputs are not required for an integrated set to qualify as a business. Based on the criteria set out in ASC 805-10-55 the Company determined Energy Alliance, which was formed for the sole purpose of acquiring HEAL, does not constitute a business and accordingly, accounted this acquisition of Energy Alliance as an acquisition of assets.
The acquisition of Energy Alliance was accounted for as follows:
|
Consideration given up:
|
|
|
|
|
Share issued:
|
|
|
4,000,000
|
|
|
Market price of MJP’s shares on October 28, 2016
|
|
$
|
0.05
|
|
|
Fair value of equity instrument issued
|
|
$
|
200,000
|
|
|
|
|
|
|
|
|
Assets acquired/liabilities assumed:
|
|
|
|
|
|
Total assets
|
|
$
|
84,000
|
|
|
Total liabilities
|
|
$
|
(19,290
|
)
|
|
Recognized intangible assets
|
|
$
|
135,290
|
|
|
Total
|
|
$
|
200,000
|
|
The Corporation recognized an intangible asset with an indefinite useful life of $135,290 representing the value of the unexecuted purchase agreement that Energy Alliance holds in HEAL at the time of acquisition by MJP.
The Corporation treated the acquisition of HEAL as business combination.
|
Consideration given up:
|
|
As at
October 31, 2016
$
|
|
|
Cash:
|
|
|
80,000
|
|
|
|
|
|
|
|
|
Allocation of purchases price:
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
3,754
|
|
|
Inventory
|
|
|
1,869
|
|
|
|
|
|
|
|
|
Liabilities assumed:
|
|
|
|
|
|
Accounts payable
|
|
|
(8,300
|
)
|
|
Estimated warranty liabilities
|
|
|
(3,254
|
)
|
|
Advances from Energy Alliance
|
|
|
(4,000
|
)
|
|
Loan payable
|
|
|
(3,464
|
)
|
|
Net assets acquired
|
|
|
(13,395
|
)
|
|
Allocated to non-controlling interest
|
|
|
2,678
|
|
|
Intangible assets and goodwill
|
|
|
90,717
|
|
MJP INTERNATIONAL LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 4 – ASSETS ACQUISTION AND BUSINESS COMBINATION (cont’d)
The preliminary purchase price allocation of HEAL is shown above. The final purchase price allocation will be determined when the Company has completed detailed valuations. The final purchase price allocation may differ from these estimates and could be materially different from the preliminary allocation used above.
The Corporation recognized goodwill of HEAL of $90,717 and recorded non-controlling interest of ($2,678)
which reflects income attributable to the non-controlling interest in HEAL. Goodwill of $90,717 is not deductable for income tax purposes.
The amount of HEAL’s revenue and net loss from operations included in the Corporation’s condensed consolidated interim statements of operations and comprehensive loss for the three and six-month period ended December 31, 2016 are as follows:
|
|
|
Three Months ended December 31, 2016
|
|
|
Six Months ended December 31, 2016
|
|
|
Revenue
|
|
$
|
1,941
|
|
|
$
|
1,941
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss from operations
|
|
$
|
(4,488
|
)
|
|
$
|
(4,488
|
)
|
Pro forma results of operations
The following unaudited pro forma financial information presents combined results of operations for each of the periods presented as if the Merger had been completed July 1, 2016. The pro forma data is for informational purposes only and is not necessarily indicative of the consolidated results of operations of the combined business had the Merger actually occurred on July 1, 2016 or the results of future operations of the combined business. For instance, planned or expected operational synergies following the Merger are not reflected in the pro forma information. Consequently, actual result will differ from the unaudited pro forma information presented below.
|
|
|
Three Months Ended
December 31,
|
|
|
Six Months Ended
December 31,
|
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
|
Revenue
|
|
$
|
1,941
|
|
|
$
|
4,132
|
|
|
$
|
7,373
|
|
|
$
|
5,860
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss from operations
|
|
$
|
(51,388
|
)
|
|
$
|
(5,018
|
)
|
|
$
|
(55,383
|
)
|
|
$
|
(8,977
|
)
|
*There were no material or nonrecurring adjustments in the supplemental pro forma revenue or results of operations as shown above.
NOTE 5 – GOODWILL AND INTANGIBLE ASSETS
The Corporation follows the GAAP methodology to determine impairment of goodwill and intangible assets.
Step one recoverability test: Impairment must be recognized when the carrying value of the assets exceeds the undiscounted future cash flows from their use and disposal.
Step two Loss measurement: The excess of the carrying amount over the fair value of the assets. If the fair value is not available, the present value of future cash flows discounted at the firm’s incremental borrowing rate should be used.
During the period ended December 31, 2016 management conducted a test for impairment of goodwill and intangible assets. As a result of certain indicators including a substantive decline in revenue year over year representing over 2/3 loss in gross revenues, with no discernable timeframe for recovery, or large recurring customer purchases or customer relationships and as a result of an analysis of future discounted cash flows, management of the Corporation determined to impair intangible assets and goodwill fully as of December 31, 2016.
MJP INTERNATIONAL LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 – DISPOSAL OF SUBSIDIARIES
On October 4, 2016 the Corporation filed a Certification of Dissolution of MJP Holdings Ltd. Upon the dissolution MJP Holdings Ltd, the Corporation recorded gain on disposal of $33,436(C$44,007).
On November 28, 2016, the Corporation signed a share exchange agreement between the Corporation, MJP Lighting Solution Ltd., and Chris Tong Tang and Zhao Hui Ma whereby all parties agreed to exchange 100% of the issued and outstanding securities of MJP Lighting Solutions Ltd., belonging to MJP, for the return the 6,500,000 shares, belonging to Chris Tong Tang and Zhao Hui Ma, to MJP’s treasury for cancellation.
As of November 28, 2016, the financial position is below:
|
MJP Lighting Solution Ltd.
|
|
|
|
|
|
Net Assets
|
|
$
|
1,406
|
|
|
Net Liabilities
|
|
$
|
(3,969)
|
|
|
|
|
|
|
|
|
Consideration given up:
|
|
|
|
|
|
Reacquisition of stock
|
|
|
(6,500,000)
|
|
|
Share price on November 28, 2016
|
|
$
|
0.57
|
|
|
Fair value of reacquired stock
|
|
$
|
(3,705,000)
|
|
|
|
|
|
|
|
|
Gain on disposal
|
|
$
|
3,707,563
|
|
The Corporation has written off and included in gain on disposal the amount of $4,041 due to uncollectable receivables from above subsidiaries.
NOTE 7 – LOANS PAYABLE
Loans payable of $9,057 as at December 31, 2016 consist of a working capital loan from payment processor, Pay Pal in the principal amount of $5,000 which amount is repaid on a
per transaction basis including 10% interest and a loan fee determined at the outset of the loan. Also included in the balance is a short term credit facility from working capital lender Kabbage, Inc., the principal amount of which varies on a revolving basis based on calculated loan fees and repayment amounts, and is repaid in monthly installments including the loan fee.
NOTE 8 – DUE TO RELATED PARTIES
As at December 31, 2016, 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.
MJP INTERNATIONAL LTD.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 – CAPITAL STOCK
On October 28, 2016, MJP International Ltd. issued 4,000,000 shares of its common stock in exchange for 100% of the issued and outstanding equity interests of Energy Alliance.
On November 28, 2016, Chris Tong Tang and Zhao Hui Ma returned the 6,500,000 shares to MJP’s treasury for cancellation (Note 6).
During the two months ended November 30, 2016, the Corporation purchased back 600,000 shares at $0.03424 (C$0.05) per share and 38,500 shares at $0.06848 (C$0.10).
As at December 31, 2016, there were no warrants or options outstanding.
NOTE 10 - RISKS AND UNCERTAINTIES
A number of potential risks and uncertainties exist which could have a material impact on the Corporation’s performance causing actual results to differ materially from expected results. The Corporation has recently completed a change in business acquiring a controlling interest in an operating business in developing and distributing green technologies which has limited historical financial results and is not yet profitable. There is no guarantee the Corporation will be able to expand this business in order to achieve profitable operations. Further, as part of the aforementioned change in business the Corporation’s corporate structure has changed so that we have retained new management who also own a substantial portion of the Corporation’s issued and outstanding common stock, effectively providing control of the future operations of the Corporation .
The Company’s cash balances are maintained in the US with a US bank and are insured up to $100,000 by the FDIC.
Concentrations of credit risk:
Concentrations of credit risk are limited to the customer base to which the Company’s products are sold. The Company does not believe significant concentrations of credit risk exist. The Company does not have a risk of dounbtful accounts from accounts receivable as all product orders are paid in full prior to shipment.
Market risk:
Market risk consists of currency risk, commodity price risk and interest rate risk. The objective of market risk management is to manage and control market risk exposures within acceptable limits, while maximizing returns:
i)
Currency risk:
The Company’s largest non-monetary assets are its resources interest in the United States. The Company could accordingly be at risk for foreign currency fluctuations and developing legal and political environments. The Company does not maintain significant cash or monetary assets or liabilities in the United States.
ii)
Commodity price risk:
The Company has no commodity price risk at this time.
iii)
Interest rate risk:
Interest rate risk is the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company has limited variable rate debt, and considers its risk of exposure to interest rate risk or interest expense to be minimal at this time. The Company had no interest rate swap or financial contracts in place at December 31, 2016.
Item 2. Management’s 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. Founded in Calgary, Canada, we were formed and organized 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 an office in Guangzhou, China in search of high quality products offered by reputable manufacturers to be introduced to Canada, the United States, and abroad. In November 2016, we expanded our operations to include reselling various energy products and green technology products. We achieved this by acquiring Energy Alliance Labs Inc. (“Energy Alliance”), which is the 80% owner of Human Energy Alliance Laboratories Corp., an Idaho corporation (“HEAL”). HEAL is a “green technology” and retail company with the mission of developing and distributing technologies that relieve its customers of certain burdens, while simultaneously decreasing the energy they use. HEAL’s primary products are mid-sized wind turbines, small solar panels and related controllers and inverters.
Our executive offices are located at 3006 E. Goldstone Drive, Suite 218, Meridian, ID 83642. Our telephone number is (208) 231 – 1606.
Current Business
On October 28, 2016, the Corporation entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Liao Zu Guo, a director of the Corporation, whereby on the same date the Corporation issued 4,000,000 shares of its common stock in exchange for 100% of the issued and outstanding equity interests of Energy Alliance Labs Inc., a Delaware corporation.
On November 1, 2016, Energy Alliance closed the transactions contemplated under an agreement with certain shareholders of HEAL, in which the shareholders holding 80% of the outstanding equity interests of HEAL sold all of their shares of HEAL to Energy Alliance.
As a result of such transactions the Corporation became the owner of 100% of the issued and outstanding equity interests of Energy Alliance and Energy Alliance became the owner of 80% of the issued and outstanding equity interests of HEAL.
Product
HEAL’s primary products are mid-sized wind turbines, small solar panels, and related controllers and inverters. These products are highly rated by their customers and follow HEAL’s strategy of being very ergonomically pleasing, easy to set up, and cost-efficient to their customer base.
Pricing
Due to the overall strategy of HEAL to offer products that appeal to a specific niche, initial pricing will be high enough to be comparable to industry leaders, yet but within reach of potential customers still on the fence. We believe that the products offered by HEAL are currently priced at the low end of the market. HEAL also offers bundles and exclusive offers of promotional combinations.
If demand for HEAL’s products grows, HEAL intends to increase prices in such a manner that does not compromise its revenue, but there can be no assurances that they will be successful in doing so. Further, any price increases may negatively impact HEAL’s revenues.
Branding Strategy
In terms of branding, HEAL will focus on promoting a cohesive image through all of its marketing campaigns, and relations with customers. The image HEAL will seek to promote will be a company that is the image of reliability, innovation, progress, revolution, and an elite vision for a bright future for humanity.
With respect to marketing, HEAL intends to promote a healthy and developed relationship with every customer, keeping a database of their information, and frequently mining this information for their tastes, and shopping history. HEAL intends to offer customers unique promotions, and rewards geared towards enhancing their relationship with each and every customer.
In marketing images, HEAL intends to appeal to the emotions of superiority and revolutionary vision, rather than the specific details of the functionality of the products. HEAL believes that the appeal of their cause and vision will be more successful in promotion than the specifics of how well the products they offer perform.
Target Market
HEAL is currently focused on the following three target markets:
Do-It-Yourselfers
: Males in the middle class that are in their mid-twenties to thirties in terms of age, who care about green energy or upgrading their homes. These private consumers tend to buy small solar panels and wind turbines for private use.
Distributers and Suppliers
: Companies in the business of retailing, repairing, and installing solar panel and wind turbine systems. They work with governments, businesses, and individuals in geographic areas that need larger amounts and sizes of these products installed in an area.
Retailers
: Local/regional retailers that specialize in selling green technology, usually alongside other types of hardware and energy products.
Effective November 28, 2016, the Corporation entered into a Share Exchange Agreement which MJP Lighting Solutions LTD., a British Virgin Islands (“BVI”) corporation and Tong Tang and Zhao Hui Ma (the “Shareholder”) whereby the parties exchanged 100% of the issued and outstanding shares of BVI, belonging to the Corporation for the tender of 5,500,000 restricted common shares of the Corporation, belonging to the Shareholder, to the Corporation treasury for cancellation.
Effective November 29, 2016, the Corporation appointed the following individuals as officers of the Corporation in such capacities as indicated next to their respective names:
Liao Zu Guo – Chief Executive Officer and Chief Financial Officer
Christopher C. Hudson – Chief Operating Officer
Austin Anderson – Chief Brand Officer
Keaghan Caldwell – Chief Creative Officer
Nathanial A. Essex – Chief Process Officer
Klaus Geistert – Chief Diversity Officer
Results of Operations – Six month periods ended December 31, 2016 and 2015
Our results of operations for the six month periods ended December 31, 2016 and 2015 are outlined in the table below:
|
|
|
Six
|
|
|
Six
|
|
|
|
|
Months
|
|
|
Months
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
2016
|
|
|
2015
|
|
|
Revenues
|
|
$
|
7,373
|
|
|
$
|
1,792
|
|
|
Cost of goods sold
|
|
|
(5,403
|
)
|
|
|
1,434
|
|
|
Operating Expenses
|
|
|
(57,353
|
)
|
|
|
(16,805
|
)
|
|
Total other income
|
|
|
3,511,609
|
|
|
|
-
|
|
|
Net Income (Loss)
|
|
$
|
3,456,226
|
|
|
$
|
(16,447
|
)
|
We earned revenue of $7,373 for the six month period ended December 31, 2016 compared to $1,792 for the six month period ended December 31, 2015. Our gross profit from sales for the six month period ended December 31, 2016 was $1,970 compared to our nominal gross profit of $358 for the six month period ended December 31, 2015.
Operating Expenses
Our consolidated operating expenses for the six month periods ended December 31, 2016 and 2015 are outlined in the table below:
|
|
|
Six
Months
|
|
|
Six
Months
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
2016
|
|
|
2015
|
|
|
General and administrative expenses
|
|
$
|
15,318
|
|
|
$
|
13,618
|
|
|
Professional fees
|
|
|
42,035
|
|
|
$
|
3,187
|
|
|
Total Expenses
|
|
$
|
57,353
|
|
|
$
|
16,805
|
|
Our general and administrative expenses include rent, telephone and internet services, banking changes and miscellaneous office supply costs. Our professional fees include legal, audit and accounting fees. Our general and administrative expenses were $15,318 for the six months ended December 31, 2016 compared to $13,618 for the same period in 2015. The overall increase in expenses from $16,805 during the six months ended December 31, 2015 to $57,353 for the same period in 2016 is due mainly to an increase in professional fees, from $3,187 to $42,035.
Earnings after Other Income (Expenses)
We recorded net income for the six month period ended December 31, 2016 in the amount of $3,456,226 compared to a net loss of $16,447 during the six month period ended December 31, 2015. The net inome for the six month period ended December 31, 2016 is due to the gain from the disposal of our subsidiaries, MJP Holdings Ltd. and MJP Lighting Solution Ltd, whereby the Corporation received a total of 6,500,000 shares from former officers and directors with a fair market value of
$3,705,000
which
were canceled upon their return.
Results of Operations – Three month periods ended December 31, 2016 and 2015
Our results of operations for the three month periods ended December 31, 2016 and 2015 are outlined in the table below:
|
|
|
Three
|
|
|
Three
|
|
|
|
|
Months
|
|
|
Months
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
2016
|
|
|
2015
|
|
|
Revenues
|
|
$
|
1,941
|
|
|
$
|
1,792
|
|
|
Cost of goods sold
|
|
|
(885
|
)
|
|
|
1,434
|
|
|
Operating Expenses
|
|
|
(52,444
|
)
|
|
|
(7,583
|
)
|
|
Total other income (expenses)
|
|
|
3,511,609
|
|
|
|
-
|
|
|
Net Income (Loss)
|
|
$
|
3,461,119
|
|
|
$
|
(7,225
|
)
|
Revenues
We earned gross revenue of $1,941 for the three month period ended December 31, 2016 compared to $1,792 for the three month period ended December 31, 2015. Our gross profit from sales for the three-month period ended December 31, 2016 was $1,056 compared to our nominal gross profit of $358 for the three-month period ended December 31, 2015.
Operating Expenses
Our consolidated operating expenses for the three-month periods ended December 31, 2016 and 2015 are outlined in the table below:
|
|
|
Three
Months
|
|
|
Three
Months
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
2016
|
|
|
2015
|
|
|
General and administrative expenses
|
|
$
|
12,073
|
|
|
$
|
4,396
|
|
|
Professional fees
|
|
$
|
40,371
|
|
|
$
|
3,187
|
|
|
Total Expenses
|
|
$
|
52,444
|
|
|
$
|
7,583
|
|
Our general and administrative expenses include rent, telephone and internet services, banking changes and miscellaneous office supply costs. Our professional fees include legal, audit and accounting fees. Our general and administrative expenses were $12,073 for the three-months ended December 31, 2016 compared to $4,396 for the same period in 2015. The overall increase in expenses from $7,583 during the three months ended December 31, 2015 to $52,444 for the same period in 2016 is due mainly to an increase in professional fees, from $3,187 to $40,371.
Earnings after Other Income (Expenses)
We recorded net income for the three-month period ended December 31, 2016 in the amount of $3,461,119 compared to a net loss of $7,225 during the three-month period ended December 31, 2015. The net income for the three-month period ended December 31, 2016 is due to the gain from the disposal of
our subsidiaries, MJP Holdings Ltd. and MJP Lighting Solution Ltd., whereby the Corporation received a total of 6,500,000 shares from former officers and directors with a fair market value
of
$3,705,000
which
were canceled upon their return.
Liquidity and Capital Resources
|
|
|
At
|
|
|
At
|
|
|
|
|
December 31,
|
|
|
June 30
|
|
|
|
|
2016
|
|
|
2016
|
|
|
|
|
(unaudited)
|
|
|
(audited)
|
|
|
Current Assets
|
|
$
|
16,545
|
|
|
$
|
936
|
|
|
Current Liabilities
|
|
$
|
238,037
|
|
|
$
|
151,571
|
|
|
Working Capital (Deficit)
|
|
$
|
(221,492
|
)
|
|
$
|
(150,635
|
)
|
As at December 31, 2016, we were obligated to related parties, including our majority shareholders, in an amount totaling $180,127 (June 30, 2016 $130,482) 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, 2016, our company had a cash balance and total assets of $15,535 compared with a cash balance and total assets of $936 as at June 30, 2016.
As at December 31, 2016, our company had total liabilities of $238,037 compared with $151,571 as at June 30, 2016. The increase of $86,466 was attributed to an increase in loans payable of $9,057, an increase to related party advances of $49,645, an increase to trade and other payables of $24,912, and the addition of estimated warranty liabilities of $2,852.
As at December 31, 2016, our company had a working capital deficit of $221,492, compared with a working capital deficit of $150,635 as at June 30, 2016.
|
|
|
Six months
|
|
|
Six months
|
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
2016
|
|
|
2015
|
|
|
Net Cash Provided by Operating Activities
|
|
$
|
30,250
|
|
|
$
|
118
|
|
|
Net Cash Provided Used in Financing Activities
|
|
$
|
(15,240
|
)
|
|
$
|
-
|
|
|
Effect of Exchange Rate Changes on Cash
|
|
$
|
(411
|
)
|
|
$
|
(66
|
)
|
|
Net Increase (Decrease) In Cash During The Period
|
|
$
|
14,599
|
|
|
$
|
52
|
|
Cash Flow from Operating Activities
During the six months ended December 31, 2016, our company received $30,250 of cash from operating activities compared with $118 provided during the same period in 2015. The increase in cash provided in operating activities was primarily due to advances received from related parties to retire expenses in the normal course.
Cash Flow from Financing Activities
During the six months ended December 31, 2016, our company used $15,240 in for financing activities. We did not engage in any financing activities during the most six month period ended December 31, 2015.
Cash Flow from Investing Activities
We have not engaged in any investing activities.
Going Concern
As of December 31, 2016, we have total stockholders deficiency of $221,492 and have a working capital deficit. 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.
Since the Company is unable to reasonably project its future revenue, it must presume that it will not generate revenue to sustain its operations for the next twelve (12) months. If we are not able to generate sufficient revenue, we will need to obtain additional debt or equity funding after the next twelve (12) month period but there can be no assurances that such funding will be available to us in sufficient amounts or on reasonable terms.
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.
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.
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.
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 company’s 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. Please refer to Note 3 of the accompanying financial statements for a summary of our significant accounting policies. The interim consolidated financial statements, included herein, should be read in conjunction with the annual consolidated financial statements and footnotes thereto included in our company’s filed Form 10-K.
Basis of Presentation
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Article 210 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. All such adjustments are of a normal recurring nature. Operating results for the three and six months ended December 31, 2016, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 2017. For further information, refer to the financial statements and footnotes thereto included in the Corporation’s filed Form 10-K for the year ended June 30, 2016
These condensed interim consolidated financial statements include the Corporation’s wholly owned subsidiaries MJP Lighting Solutions Ltd., MJP Holdings Ltd. Energy Alliance and Human Energy Alliance Laboratories Corp. and 100 percent of their assets, liabilities and net income or loss. All inter-company accounts and transactions have been eliminated.
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect application of policies and 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 year. Actual results could differ from these estimates. Estimates and their underlying assumptions are reviewed on an ongoing basis. Changes in estimates are recorded in the accounting period in which they are determined. The critical accounting estimates and assumptions in the accompanying unaudited condensed consolidated interim financial statements include the provision for unpaid loss and loss adjustment expenses which may result from product warranty provisions; valuation of deferred income taxes; valuation and impairment assessment of intangible assets; goodwill recoverability; and deferred acquisition costs.
Recent Accounting Pronouncements
In February 2016, the FASB issued ASU 2016-02, Leases. This update requires organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance will also require additional disclosure about the amount, timing and uncertainty of cash flows arising from leases. The provisions of this update are effective for annual and interim periods beginning after December 15, 2018. The Company is still assessing the impact that the adoption of ASI 2016-02 will have on the consolidated financial position and the consolidated results of operations.
In March 2016, the FASB issued ASU 2016-09, “Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting”. Several aspects of the accounting for share-based payment award transaction are simplified, including (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The amendments are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company is still assessing the impact that the adoption of ASI 2016-09 will have on the consolidated financial position and the consolidated results of operations.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU amends guidance on reporting credit losses for assets held at amortized cost basis and available for sale debt securities. This ASU is effective for fiscal years beginning after December 15, 2019 (fiscal 2020), including interim periods within those fiscal years, with early adoption permitted. The Corporation does not expect the adoption of this guidance will have a material impact on its condensed interim consolidated financial position.
In August 2016, the Financial Accounting Standards Board (“FASB) issued Accounting Standards Update (“ASU”) 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This ASU addresses the classification of certain specific cash flow issues including debt prepayment or extinguishment costs, settlement of certain debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of certain insurance claims and distributions received from equity method investees. This ASU is effective for fiscal years beginning after December 15, 2017 (fiscal 2018), and interim periods within those fiscal years, with early adoption permitted. An entity that elects early adoption must adopt all of the amendments in the same period. The Corporation does not expect the adoption of this guidance will have a material impact on its condensed interim consolidated financial position.
In January 2017, the FASB issued ASU 2017-01, “Business Combinations: Clarifying the definition of a Business” which amends the current definition of a business. Under ASU 2017-01, to be considered a business, an acquisition would have to include an input and a substantive process that together significantly contributes to the ability to create outputs. ASU 2017-01 further states that when substantially all of the fair value of gross assets acquitted is concentrated in a single asset (or a group of similar assets), the assets acquired would not represent a business. The new guidance also narrows the definition of the term “outputs” to be consistent with how it is described in Topic 606, Revenue from Contracts with Customers. The changes to the definition of a business will likely result in more acquisitions being accounted for as asset acquisitions. ASU 2017-01 is effective for acquisitions commencing on or after June 30, 2019, with early adoption permitted. Adoption of this guidance will be applied prospectively on or after the effective date.
In January 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other” ASU 2017-04 simplifies the accounting for goodwill impairment by eliminating Step 2 of the current goodwill impairment test, which required a hypothetical purchase price allocation. Goodwill impairment will now be the amount by which the reporting unit’s carrying value exceeds its fair value, limited to the carrying value of the goodwill. ASU 2017-04 is effective for financial statements issued for fiscal years, and interim periods beginning after December 15, 2019.
The Corporation has adopted all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
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.
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 Commission’s 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.
Item 1A. Risk Factors
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.
Item 5. Other Information
None.
Item 6. Exhibits
|
Exhibit
Number
|
Description
|
|
(3)
|
Articles of Incorporation and Bylaws
|
|
3.1
|
Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on April 26, 2013).
|
|
3.2
|
Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on April 26, 2013).
|
|
(31)
|
Rule 13a-14(a)/15d-14(a) Certification
|
|
31.1*
|
Section 302 Certification under Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
|
|
(32)
|
Section 1350 Certifications
|
|
32.1*
|
Section 906 Certification under Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
|
|
101
*
|
Interactive Data Files
|
|
101.INS**
|
XBRL Instance Document
|
|
101.SCH**
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL**
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF**
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB**
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE**
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
*
**
|
Filed herewith.
To be filed by Amendment
|
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 21, 2017
|
By:
|
/s/ Liao Zu Guo
|
|
|
|
Liao Zu Guo
|
|
|
|
President, Chief Executive Officer and Director
|
|
|
|
(Principal Executive Officer, Principal Financial
|
|
|
|
Officer and Principal Accounting Officer)
|
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