Attached files
file | filename |
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EX-10.1 - Jago China Holding Ltd | v208153_ex10-1.htm |
EX-31.1 - Jago China Holding Ltd | v208153_ex31-1.htm |
EX-31.2 - Jago China Holding Ltd | v208153_ex31-2.htm |
EX-32.1 - Jago China Holding Ltd | v208153_ex32-1.htm |
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
o QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
quarterly period ended November 30, 2010
OR
¨ TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For the
transition period from ________ to ________
Commission
file number 000-53946
JAGO CHINA HOLDING
LIMITED
(Exact
name of registrant as specified in its charter)
Nevada
|
27-2171009
|
|
(State
or other jurisdiction
|
(I.R.S.
Employer Identification Number)
|
|
of
incorporation or organization)
|
Jiefang Road, Xinxing
Commercial Plaza
Room 4712-15, Shenzhen,
Guangdong
P.R. China
518000
(Address
of principal executive offices)
+86-755-8246-3885
(Registrant’s
telephone number, including area code)
No
change
(Former
name, former address and former fiscal year, if changed since last
report)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes o No o.
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files. Yes o No o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company. See definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
Large
accelerated filer o
|
Accelerated
filer o
|
Non-accelerated
filer o
|
Smaller
reporting company x
|
(Do
not check if a smaller reporting company)
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No o.
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE
PRECEDING FIVE YEARS:
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes o No
o.
APPLICABLE
ONLY TO CORPORATE ISSUERS:
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: 499,000 shares of common stock,
par value $.001 per share, outstanding as of January 14, 2011.
JAGO
CHINA HOLDING LIMITED
- INDEX –
Page
|
|||
PART
I – FINANCIAL INFORMATION:
|
3
|
||
Item 1.
|
Financial
Statements (unaudited):
|
3
|
|
Balance
Sheets as of November 30, 2010 (Unaudited) and February 28,
2010
|
F-1
|
||
Statements
of Operations for the Three Months and Nine Months Ended November 30,
2010, and for the Period from January 28, 2010 (Inception) through
November 30, 2010
|
F-2
|
||
Statements
of Cash Flows for the Nine Months Ended November 30, 2010, and for the
Period from January 28, 2010 (Inception) through November 30,
2010
|
F-3
|
||
Statements
of Changes in Stockholder’s Deficiency for the Period from January 28,
2010 (Inception) through November 30, 2010
|
F-4
|
||
Notes
to Unaudited Financial Statements
|
F-5
to F-9
|
||
Item 2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
4
|
|
Item 3.
|
Quantitative
and Qualitative Disclosures about Market Risk
|
7
|
|
Item 4.
|
Controls
and Procedures
|
8
|
|
PART II – OTHER
INFORMATION:
|
8
|
||
Item 6.
|
Exhibits
|
8
|
|
Signatures
|
9
|
2
PART I – FINANCIAL
INFORMATION
Item
1. Financial Statements.
The
accompanying financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information and
in accordance with the instructions for Form 10-Q. 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, the financial statements contain all material
adjustments, consisting only of normal recurring adjustments necessary to
present fairly the financial condition, results of operations, and cash flows of
Jago China Holding Limited (“we”, “us”, “our” or the “Company”) for the interim
periods presented.
The
results for the period ended November 30, 2010 are not necessarily indicative of
the results of operations for the full year. These financial statements and
related footnotes should be read in conjunction with the financial statements
and footnotes thereto included in the Company’s Post Effective Amendment No. 2
to Form 10 filed with the Securities and Exchange Commission (the “Commission”)
on August 20, 2010, which the Commission stated that it does not have any
further comments in a letter dated September 3, 2010.
3
JAGO
CHINA HOLDING LIMITED
(A
DEVELOPMENT STAGE COMPANY)
Balance
Sheets
|
November 30,
2010
|
February 28,
2010
|
||||||
(Unaudited)
|
||||||||
Assets
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 42,767 | $ | - | ||||
Prepaid
expenses
|
- | 6,076 | ||||||
Loan
to shareholder
|
33,765 | 6,076 | ||||||
Total
current assets
|
76,532 | 6,076 | ||||||
Liabilities
and Stockholder’s Deficiency
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable and accrued expenses
|
$ | 8,341 | $ | 515 | ||||
Note
payable - related party
|
115,005 | - | ||||||
Total
current liabilities
|
123,346 | 515 | ||||||
Notes
payable - related party - non current
|
32,000 | 12,000 | ||||||
Total
liabilities
|
155,346 | 12,515 | ||||||
Stockholder’s
deficiency:
|
||||||||
Preferred
stock, $0.001 par value, 10,000,000 shares authorized;
|
- | - | ||||||
no
shares issued and outstanding at November 30, 2010 and at February 28,
2010
|
||||||||
Common
stock, $0.001 par value, 10,000,000 shares authorized;
|
||||||||
499,000
shares issued and outstanding at November 30, 2010 and no shares issued
and outstanding at February 28, 2010
|
499 | - | ||||||
Deficit
accumulated during development stage
|
(79,313 | ) | (6,439 | ) | ||||
Total
stockholder’s deficiency
|
(78,814 | ) | (6,439 | ) | ||||
Total
liabilities and shareholder’s deficiency
|
$ | 76,532 | $ | 6,076 |
See
notes to unaudited financial statements.
F-1
JAGO
CHINA HOLDING LIMITED
(A
DEVELOPMENT STAGE COMPANY)
Statements
of Operations
(Unaudited)
|
Three months
|
For the period
from
January 28, 2010
(inception)
|
||||||||||
|
ended
|
Nine months ended
|
through
|
|||||||||
|
November 30, 2010
|
November 30, 2010
|
November 30, 2010
|
|||||||||
Revenue
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Operating
expenses
|
||||||||||||
General
and administrative expenses
|
15,110
|
72,874
|
79,313
|
|||||||||
Loss
before income tax expense
|
(15,110
|
) |
(72,874
|
) |
(79,313
|
) | ||||||
Income
tax expense
|
-
|
-
|
-
|
|||||||||
Net
loss
|
$
|
(15,110
|
) |
$
|
(72,874
|
)
|
$
|
(79,313
|
)
|
|||
Basic
and diluted net loss per share
|
$
|
(0.03
|
) |
$
|
(0.15
|
)
|
||||||
Weighted
average shares outstanding – basic and diluted
|
499,000
|
499,000
|
See
notes to unaudited financial statements.
F-2
JAGO
CHINA HOLDING LIMITED
(A
DEVELOPMENT STAGE COMPANY)
Statements
of Cash Flows
(Unaudited)
|
|
For the period from
|
||||||
|
For the nine months
Ended |
January 28, 2010
(inception) through
|
||||||
|
November
30,
2010
|
November
30,
2010
|
||||||
Cash
flows from operating activities:
|
||||||||
Net
loss
|
$
|
(72,874
|
)
|
$
|
(79,313
|
)
|
||
Adjustment
to reconcile net loss to net cash
|
||||||||
used
in operating activities:
|
||||||||
Changes
in operating assets and liabilities:
|
||||||||
Prepaid
expenses
|
6,076
|
-
|
||||||
Accounts
payable and accrued expenses
|
7,826
|
8,341
|
||||||
Net
cash used in operating activities
|
(58,972
|
)
|
(70,972
|
)
|
||||
Cash
flows from investing activities:
|
||||||||
Loan
to shareholders
|
(33,765
|
)
|
(33,765
|
)
|
||||
Net
cash used in by investing activities
|
(33,765)
|
(33,765)
|
||||||
Cash
flows from financing activities:
|
||||||||
Proceeds
from sale of common stocks
|
499
|
499
|
||||||
Proceeds
from promissory notes
|
20,000
|
32,000
|
||||||
Loan
from related party
|
115,005
|
115,005
|
||||||
Net
cash provided by financing activities
|
135,504
|
135,504
|
||||||
Increase
in cash and cash equivalents
|
42,767
|
42,767
|
||||||
Cash
and cash equivalents at beginning of period
|
-
|
-
|
||||||
Cash
and cash equivalents at end of period
|
$
|
42,767
|
$
|
42,767
|
See
notes to unaudited financial statements.
F-3
JAGO
CHINA HOLDING LIMITED
(A
DEVELOPMENT STAGE COMPANY)
Statements
of Changes in Stockholder’s Deficiency
For
the period from January 28, 2010 (inception) through November 30,
2010
|
Preferred Common
|
Additional
|
Deficit
Accumulated During
|
Total
|
||||||||||||||||||||||||
|
Stock
|
Common Stock
|
Paid in
|
Development
|
Stockholder’s
|
|||||||||||||||||||||||
|
Shares
|
Value
|
Shares
|
Value
|
Capital
|
Stage
|
Deficiency
|
|||||||||||||||||||||
Balance
at the date of inception on January 28, 2010
|
-
|
$
|
-
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||||||||||||
Net
loss
|
-
|
-
|
-
|
-
|
-
|
(6,439
|
)
|
(6,439
|
)
|
|||||||||||||||||||
Balance
at February 28, 2010
|
-
|
-
|
-
|
-
|
-
|
(6,439
|
)
|
(6,439
|
)
|
|||||||||||||||||||
April
5, 2010 shares issued
|
-
|
-
|
499,000
|
499
|
-
|
-
|
499
|
|||||||||||||||||||||
Net
loss
|
-
|
-
|
-
|
-
|
-
|
(20,092
|
)
|
(20,092
|
)
|
|||||||||||||||||||
Balance
at May 31, 2010 (Unaudited)
|
-
|
-
|
499,000
|
499
|
-
|
(26,531
|
)
|
(26,032
|
)
|
|||||||||||||||||||
Net
loss
|
-
|
-
|
-
|
-
|
-
|
(37,672
|
)
|
(37,672
|
)
|
|||||||||||||||||||
Balance
at August 31, 2010 (Unaudited)
|
-
|
|
-
|
499,000
|
|
499
|
|
-
|
|
(64,203
|
)
|
|
(63,704
|
)
|
||||||||||||||
Net
loss
|
-
|
-
|
-
|
-
|
-
|
(15,110
|
)
|
(15,110
|
)
|
|||||||||||||||||||
Balance
at November 30, 2010 (Unaudited)
|
-
|
$
|
-
|
499,000
|
$
|
499
|
$
|
-
|
$
|
(79,313
|
)
|
$
|
(78,814
|
)
|
See
notes to unaudited financial statements.
F-4
JAGO
CHINA HOLDING LIMITED
(A
DEVELOPMENT STAGE COMPANY)
Notes
to Unaudited Financial Statements
Note
1 - Organization and nature of Business
Jago
China Holding Limited (the “Company”) was incorporated in the state of Nevada on
January 28, 2010, with an authorized capital of 10,000,000 shares of common
stock, par value of $0.001 per share, and 10,000,000 preferred stock, par value
of $0.001, for the purpose of seeking investment opportunities. The
Company has selected February 28 as its fiscal year end.
Note
2 - Summary of Significant Accounting Policies
Basis
of Presentation
The
accompanying financial statements have been prepared on the accrual basis of
accounting in accordance with generally accepted accounting principles in the
United States of America.
Development
Stage Company
The
Company is currently a development stage enterprise reporting under the
provisions of Accounting Standards Codification (“ASC”) 915. Those standards
require the Company to disclose its activities since the date of
inception.
Cash
And Cash Equivalents
In
accordance with ASC 230, “Statement of Cash Flows”, the Company considers all
highly liquid debt instruments with a maturity of three months or less when
purchased to be cash equivalents.
Loss
Per Common Share
The basic
earnings (loss) per share are calculated by dividing the Company’s net income
(loss) available to common shareholders by the weighted average number of common
shares during the period. Diluted earnings per share are calculated by dividing
the Company’s net income (loss) available to common shareholders by the diluted
weighted average number of shares outstanding during the year. Diluted weighted
average number of shares outstanding is the basis weighted average number of
shares adjusted as of the first of the year for any potentially dilutive debt or
equity. On April 5, 2010, the Company issued 499,000 shares at par value for
$499. Net loss per share for three and nine months ended November 30, 2010 is
$0.03 and $0.15.
F-5
Deferred
Income Taxes
The
Company accounts for income taxes in accordance with ASC 740 which requires that
deferred tax assets and liabilities be recognized for future tax consequences
attributable to differences between financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. In
Addition, ASC 740 requires recognition of future tax benefits, such as
carryforwards, to the extent that realization of such benefits is more likely
than not and that a valuation allowance be provided when it is more likely than
not that some portion of the deferred tax asset will not be
realized.
Fair
Value Of Financial Instruments
The
Company adopted the Financial Accounting Standards Board Fair Value
Measurements, as it applies to its financial statements. This standard defines
fair value, outlines a framework for measuring fair value, and details the
required disclosures about fair value measurements.
Fair
value is defined as the price that would be received to sell an asset, or paid
to transfer a liability, in an orderly transaction between market participants
at the measurement date in the principal or most advantageous market. The
standard establishes a hierarchy in determining the fair value of an asset or
liability. The fair value hierarchy has three levels of inputs, both observable
and unobservable. The standard requires the utilization of the lowest possible
level of input to determine fair value. Level 1 inputs include quoted market
prices in an active market for identical assets or liabilities. Level 2 inputs
are market data, other than Level 1, that are observable either directly or
indirectly. Level 2 inputs include quoted market prices for similar assets or
liabilities, quoted market prices in an inactive market, and other observable
information that can be corroborated by market data. Level 3 inputs are
unobservable and corroborated by little or no market data.
The
carrying value of current assets and liabilities approximates fair value due to
the short period of time to maturity. The carrying amount of notes payable
approximate their fair value, using level three inputs.
Use
Of Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
F-6
Income
Taxes
The
Company follows the accrual method of accounting for income
taxes. Under this method, deferred income tax assets and liabilities
are recognized for the estimated tax consequences attributable to differences
between the financial statement carrying values and their respective income tax
basis (temporary differences). The effect on the deferred income tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date.
At
November 30, 2010, a full deferred tax asset valuation allowance has been
provided and no deferred tax asset has been recorded.
Recent
Accounting Pronouncements
Management
does not believe that any recently issued, but not yet effective accounting
pronouncements would have a material effect on these accompanying financial
statements, if adopted.
Note
3 – Going Concern
The
Company’s financial statements have been prepared on a going concern basis that
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The Company has not established any source
of revenue to cover its operating costs. The Company has incurred losses since
inception resulting in an accumulated deficit during the development stage of
$79,313 and a working capital deficiency of $46,814 as of November 30, 2010. If
the Company is unable to obtain revenue producing contracts or financing, or if
the revenue or financing it does obtain is insufficient to cover any operating
losses it may incur, it may substantially curtail or terminate its operations or
seek other business opportunities through strategic alliances, acquisitions or
other arrangements that may dilute the interests of existing
stockholders.
F-7
Note
4 – Income Taxes
There is
no provision for income taxes for the period ended November 30, 2010 as the
Company is a development stage enterprise and has incurred losses. At November
30, 2010 the Company had a net operating loss carryover of $79,313 available to
reduce future taxable income and due to uncertainties, about the future
realization of this benefit provided a valuation allowance equal to the possible
future benefit of approximately $9,000.
Note 5 –
Loan To Shareholder
As of
November 30, 2010, the Company’s sole shareholder borrowed $33,765 from the
Company. This note is non interest bearing and due on or before the earlier of
(i) October 30, 2011 or (ii) the date that the Company (or a wholly owned
subsidiary of the Company) consummates a business combination with an operating
company in a reverse merger or reverse takeover transaction or other transaction
after which the Company would cease to be a shell company.
Note 6
– Notes Payable -Related Party
On
February 22, 2010, the Company entered into a loan agreement with ALLGLAD
Limited, a related party in the amount of $12,000. This note is non interest
bearing and due on or before the earlier of (i) February 21, 2014 or (ii) the
date that the Company (or a wholly owned subsidiary of the Company) consummates
a business combination with an operating company in a reverse merger or reverse
takeover transaction or other transaction after which the Company would cease to
be a shell company.
On March
31, 2010, the Company entered into a loan agreement with ALLGLAD Limited, a
related party in the amount of $20,000. This note is non interest bearing and
due on or before the earlier of (i) March 30, 2015 or (ii) the date that the
Company (or a wholly owned subsidiary of the Company) consummates a business
combination with an operating company in a reverse merger or reverse takeover
transaction or other transaction after which the Company would cease to be a
shell company.
On
November 1, 2010, the Company entered into a loan agreement with Surplus Elegant
Investment Limited, a related party, in the amount of $115,005. This note is non
interest bearing and due on or before the earlier of (i) October 30, 2011 or
(ii) the date that the Company (or a wholly owned subsidiary of the Company)
consummates a business combination with an operating company in a reverse merger
or reverse takeover transaction or other transaction after which the Company
would cease to be a shell company.
The
balance due to related party as of November 30, 2010 is
$147,005.
F-8
Note 7
– Capital Stock
On April
5, 2010, the Company issued 499,000 shares of common stock, par value $0.001 per
share for a purchase price of $0.001 per share, for an aggregate purchase price
of $499.
At
November 30, 2010, there were no shares of preferred stock and common stock
issued.
Note 8
– Subsequent Event
The
Company has evaluated events subsequent to November 30, 2010 to assess the need
for potential recognition or disclosure in this report. Such events were
evaluated through the date these financial statements on Form 10-Q were issued
for the period ended November 30, 2010, and concluded that there were no
significant or material transactions to be disclosed.
F-9
Item
2. Management’s Discussion and Analysis of Financial Condition and
Results of Operations.
Forward
Looking Statements
Certain
statements made in this report on Form 10-Q that are not historical are
“forward-looking statements” which can be identified by the use of words such as
"estimates," "projects," "plans," "believes," "expects," "anticipates,"
"intends," or the negative or other variations, or by discussions of strategy
that involve risks and uncertainties. Such statements are based on current
expectations that involve known and unknown risks, uncertainties and other
factors that may cause actual results, performance or achievements of the
Company materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. As a
result of many factors, such as future economic, competitive and market
conditions and future business decisions, and the factors set forth elsewhere in
this report, our actual results may differ materially from those anticipated in
these forward-looking statements and, therefore, there can be no assurance the
forward-looking statements included in this report will prove to be
accurate. You are cautioned to not place undue reliance on these
forward-looking statements, which speak only as of their dates. We do not
undertake any obligation to update or revise any forward-looking statements
unless as requested by law. The following plan of operation provides information
which management believes is relevant to an assessment and understanding of our
results of operations and financial condition. The discussion should be read
along with our financial statements and notes thereto.
4
Overview
We were
incorporated in the State of Nevada on January 28, 2010. We were formed as a
vehicle to investigate and, if such investigation warrants, acquire a target
company or business seeking the perceived advantages of being a publicly held
corporation. Our principal business objective for the next twelve months and
beyond such time will be to achieve long-term growth potential through a
combination with a business rather than immediate, short-term earnings. We will
not restrict our potential candidate target companies to any specific business,
industry or geographical location and, thus, may acquire any type of
business.
We, based
on proposed business activities, are a “blank check” company. The Securities and
Exchange Commission (the “Commission”) defines such companies as "any
development stage company that is issuing a penny stock, within the meaning of
Section 3(a)(51) of the Securities Exchange Act 1934, as amended (the ‘Exchange
Act’), and that has no specific business plan or purpose, or has indicated that
its business plan is to merge with an unidentified company or companies." Many
states have enacted statutes, rules and regulations limiting the sale of
securities of "blank check" companies in their respective jurisdictions. We are
also a “shell company,” defined in Rule 12b-2 under the Exchange Act as a
company with no or nominal assets (other than cash) and no or nominal
operations. We do not intend to undertake any efforts to cause a market to
develop in our securities, either debt or equity, until we have successfully
concluded a business combination. We intend to comply with the periodic
reporting requirements of the Exchange Act for so long as we are subject to
those requirements.
We do not
currently engage in any business activities that provide cash
flow. During the next twelve months, we anticipate incurring costs
related to:
|
(i)
|
Preparing audited annual, and
unaudited quarterly, financial
statements,
|
|
(ii)
|
filing Exchange Act reports,
and
|
|
(iii)
|
investigating, analyzing and
consummating an acquisition.
|
We
believe we will be able to meet these costs through use of additional amounts to
be loaned by or invested in us by our stockholder, management or other
investors. However, we do not have any agreement, written or verbal,
to obtain any such loans or investments, and there can be no assurance that we
will be able to obtain such loans or investments when required or on terms
acceptable to our board of directors. We also have no plans or
arrangements to offer our debt or equity securities to investors. As
a result, our ability to continue as a going concern is dependent upon our
ability to generate future profitable operations and/or to obtain the necessary
financing to meet our obligations and repay our liabilities arising from normal
business operations when they come due. Our ability to continue as a
going concern is also dependent on our ability to find a suitable target company
and enter into a possible reverse merger with such
company. Management’s plan includes obtaining additional funds by
equity financing through a reverse merger transaction and/or related party
advances, however there is no assurance of additional funding being
available.
We are in
the development stage and have negative working capital, negative stockholders’
equity and have not earned any revenues from operations to date. These
conditions raise substantial doubt about our ability to continue as a going
concern. We are currently devoting our efforts to locating merger
candidates. Our ability to continue as a going concern is dependent
upon our ability to develop additional sources of capital, locate and complete a
merger with another company, and ultimately, achieve profitable
operations.
5
We may
consider a business which has recently commenced operations, is a developing
company in need of additional funds for expansion into new products or markets,
is seeking to develop a new product or service, or is an established business
which may be experiencing financial or operating difficulties and is in need of
additional capital. In the alternative, a business combination may involve the
acquisition of, or merger with, a company which does not need substantial
additional capital, but which desires to establish a public trading market for
its shares, while avoiding, among other things, the time delays, significant
expense, and loss of voting control which may occur in a public
offering.
Our
management has not had any preliminary contact or discussions with any
representative of any entity regarding a business combination with us. Any
target business that is selected may be a financially unstable company or an
entity in its early stages of development or growth, including entities without
established records of sales or earnings. In that event, we will be subject to
numerous risks inherent in the business and operations of financially unstable
and early stage or potential emerging growth companies. In addition, we may
effect a business combination with an entity in an industry characterized by a
high level of risk, and, although our management will endeavor to evaluate the
risks inherent in a particular target business, there can be no assurance that
we will properly ascertain or assess all significant risks.
Our
management anticipates that it will likely be able to effect only one business
combination, due primarily to our limited financing and the dilution of interest
for present and prospective stockholders, which is likely to occur as a result
of our management’s plan to offer a controlling interest to a target business in
order to achieve a tax-free reorganization. This lack of diversification should
be considered a substantial risk in investing in us, because it will not permit
us to offset potential losses from one venture against gains from
another.
We
anticipate that the selection of a business combination will be complex and
extremely risky. Because of general economic conditions, rapid technological
advances being made in some industries and shortages of available capital, our
management believes that there are numerous firms seeking even the limited
additional capital which we will have and/or the perceived benefits of becoming
a publicly-traded corporation. Such perceived benefits of becoming a
publicly-traded corporation include, among other things, facilitating or
improving the terms on which additional equity financing may be obtained,
providing liquidity for the principals of and investors in a business, creating
a means for providing incentive stock options or similar benefits to key
employees, and offering greater flexibility in structuring acquisitions, joint
ventures and the like through the issuance of stock. Potentially available
business combinations may occur in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex.
Results
of Operations
We have
not conducted any active operations since inception, except for our efforts to
locate suitable acquisition candidates. We have not generated any revenue
from January 28, 2010 (Inception) to November 30, 2010. It is
unlikely we will have any revenues unless we are able to effect an acquisition
or merger with an operating company, of which there can be no
assurance.
6
For the
three months and nine months ended November 30, 2010 we had a net loss of
$15,110 and $72,874, respectively. Net loss for the period from our inception
through November 30, 2010 was $79,313. Such net losses were comprised
exclusively of legal, accounting, audit, and other professional service fees
incurred in relation to the formation of the Company and the filing of the
Company’s Registration Statement on Form 10 including its post effective
amendments.
Liquidity
and Capital Resources
We will
not have any revenues from any operations absent a merger or other business
combination with an operating company, and no assurance can be given that such a
merger or other business combination will occur or that we can engage in any
public or private sales of our equity or debt securities to raise working
capital. We are dependent upon future loans from our affiliates and other
parties, and there can be no assurances that such parties will make any loans
us. At November 30, 2010, we had cash of $42,767 and a working
capital deficit of $46,814.
Our
present material commitments are professional and administrative fees and
expenses associated with the preparation of our filings with the Commission and
other regulatory requirements. We have nominal assets and have generated no
revenues since inception. We are dependent upon certain related parties to
provide continued funding and capital resources. If continued funding and
capital resources are unavailable at reasonable terms, we may not be able to
implement our plan of operations.
Off-Balance
Sheet Arrangements
We have
not entered into any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources and would be considered material to
investors.
Item
3. Quantitative and Qualitative Disclosures About Market
Risk.
As a
“smaller reporting company” as defined by Item 10 of Regulation S-K, we are not
required to provide information required by this item.
7
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 pursuant to the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Commission’s rules, regulations and related forms, and
that such information is accumulated and communicated to our principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.
As of
November 30, 2010, we carried out an evaluation, under the supervision and with
the participation of our sole executive officer who serves as both our principal
executive officer and principal financial officer of the effectiveness of the
design and operation of our disclosure controls and procedures. Based on this
evaluation, our principal executive officer and principal financial officer
concluded that our disclosure controls and procedures were effective as of the
end of the period covered by this report.
Changes
in Internal Controls
There
have been no changes in our internal controls over financial reporting during
the quarter ended November 30, 2010 that have materially affected or are
reasonably likely to materially affect our internal controls.
PART II — OTHER
INFORMATION
Item
6. Exhibits.
(a) Exhibits required by Item 601 of
Regulation S-K.
Exhibit
|
Description
|
|
10.1 | Promissory Note dated November 1, 2010. | |
31.1
|
Certification
of the Company’s Principal Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on
Form 10-Q for the quarter ended November 30, 2010.
|
|
31.2
|
Certification
of the Company’s Principal Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on
Form 10-Q for the quarter ended November 30, 2010.
|
|
32.1
|
Certification
of the Company’s Principal Executive Officer and Principal Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of
2002.
|
8
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Dated:
January 14, 2011
|
JAGO
CHINA HOLDING LIMITED
|
|
By:
|
/s/ Yin Yin Shao
|
|
Yin
Yin Shao
|
||
President
and Treasurer
|
||
(Principal
Executive Officer and
|
||
Principal
Financial Officer)
|
9