UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

---

 

FORM 10-Q

 

S      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2014

 

☐      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File Number 000-54761

 

GOLD UNION INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware		42-1772663
(State or Other Jurisdiction		(I.R.S. Employer
of Incorporation or Organization)		Identification No.)

 

 

Shop 35A, Ground Floor, Hop Yik Commercial Centre

Phase 1, 33 Hop Choi Street

Yuen Long, NT, Hong Kong

+86 18676364411

(Address of Principal Executive Offices and Issuer’s
Telephone Number, including Area Code)

 

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 S     No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 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  S  No  ☐

 

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

 

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☐		Smaller reporting company S
(Do not check if 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 S     No ☐

 

As of November 12,  2014, the issuer had outstanding 163,134,500 shares of common stock.

 

 

TABLE OF CONTENTS

 

		Page
PART I	FINANCIAL INFORMATION
ITEM 1	Financial Statements
	Condensed Consolidated Balance Sheets as of September 30, 2014 (Unaudited) and December 31, 2013 (Audited)	1
	Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Nine Months Ended September 30, 2014 and for the Period from July 6, 2010 (Inception) through September 30, 2014 (Unaudited)	2
	Condensed Consolidated Statement of Stockholders’ Equity (Deficit) for the Period from July 6, 2010 (Inception) through September 30, 2014 (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2014 and 2013 and for the Period from July 6, 2010 (Inception) through September 30, 2014 (Unaudited)	4
	Notes to Condensed Consolidated Financial Statements (Unaudited)	5
ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
ITEM 3	Quantitative and Qualitative Disclosures about Market Risk	20
ITEM 4	Controls and Procedures	20
PART II	OTHER INFORMATION
ITEM 1	Legal Proceedings	20
ITEM 1A	Risk Factors	21
ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	21
ITEM 3	Defaults upon Senior Securities	21
ITEM 4	Mine Safety Disclosures	21
ITEM 5	Other Information	21
ITEM 6	Exhibits	21
SIGNATURES		22

 

 

PART I   FINANCIAL INFORMATION

 

ITEM 1  Financial Statements

 

 

Gold Union Inc.
(A Development Stage Company)
Condensed Consolidated Balance Sheets

 

 

		September 30, 2014				December 31, 2013
		(Unaudited)				(Audited)
Assets
Current assets:
Cash		$	141			$	525
Total Current Assets			141				525
Total assets		$	141			$	525
Liabilities and stockholders' deficit
Current liabilities:
Accounts payable and accrued expenses		$	51,769			$	28,930
Advances from stockholders			51,100				18,500
Total current liabilities			102,869				47,430
Total liabilities			102,869				47,430
Stockholders' deficit:
Common stock par value $0.0001: 3,000,000,000 shares authorized; 163,134,500 shares issued and outstanding			16,313				16,313
Additional paid-in capital			200,256				200,256
Deficit accumulated during the development stage			(319,297	)			(263,474	)
Total stockholders' deficit			(102,728	)			(46,905	)
Total liabilities and stockholders' deficit		$	141			$	525

 

See accompanying notes to the condensed consolidated financial statements.

 

 

Gold Union Inc.
(A Development Stage Company)
Condensed Consolidated Statements of Operations

 

		For the Three Months Ended September 30, 2014				For the Three Months Ended September 30, 2013				For the Nine Months Ended September 30, 2014				For the Nine Months Ended September 30, 2013				For the Period from July 6, 2010 (inception) through September 30, 2014
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Revenues earned during the development stage		$	–			$	–			$	–			$	–			$	–
Operating expenses:
Patent acquisition cost and expenses			–				–				–				–				–
Professional fees			16,350				17,768				56,531				56,498				298,992
General and administrative expenses			–				–				–				598				4,958
Total operating expenses			16,350				17,768				56,531				57,096				303,950
Loss from continuing operations			(16,350	)			(17,768	)			(56,531	)			(57,096	)			(303,950	)
Other income (expense):
Foreign currency transactions gain (loss)			–				(62	)			708				(223	)			3,866
Interest expense			–				–				–				(196	)			–
Other income (expense), net			–				(62	)			708				(419	)			3,866
Loss from continuing operations			(16,350	)			(17,830	)			(55,823	)			(57,515	)			(300,084	)
Discontinued operations, net of tax			–				–				–				–				(19,213	)
Loss before income tax provision			(16,350	)			(17,830	)			(55,823	)			(57,515	)			(319,297	)
Income tax provision			–				–				–				–				–
Net loss		$	(16,350	)		$	(17,830	)			(55,823	)		$	(57,515	)		$	(319,297	)
Net loss per common share - Basic and diluted:		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average common shares outstanding - Basic and diluted			82,500,000				82,500,000				82,500,000				82,500,000

 

See accompanying notes to the condensed consolidated financial statements.

 

 

Gold Union Inc.

(A Development Stage Company)

Condensed Consolidated Statement of Stockholders' Equity (Deficit)

For the Period from July 6, 2010 (inception) through September 30, 2014

(Unaudited)

 

		Common Stock Par Value $0.0001
		Number of Shares				Amount				Additional Paid-in Capital				Deficit Accumulated during the Development Stage				Total Stockholders' Equity (Deficit)
Balance, July 6, 2010			–			$	–			$	–			$	–			$	–
Issuance of common shares for cash upon formation			45,000,000				4,500				(4,200	)							300
Net loss			–				–				–				(30,203	)			(30,203	)
Balance, December 31, 2010			45,000,000				4,500				(4,200	)			(30,203	)			(29,903	)
Issuance of common shares for cash at $0.002 per share on September 16, 2011			37,500,000				3,750				71,250								75,000
Issuance costs											(20,000	)							(20,000	)
Net loss			–				–				–				(59,720	)			(59,720	)
Balance, December 31, 2011			82,500,000				8,250				47,050				(89,923	)			(34,623	)
Net loss															(86,944	)			(86,944	)
Balance, December 31, 2012			82,500,000				8,250				47,050				(176,867	)			(121,567	)
Issuance of common shares for debt at $0.002 per share on October 18, 2013			80,634,500				8,063				153,206								161,269
Net loss			–				–				–				(86,607	)			(86,607	)
Balance, December 31, 2013			163,134,500				16,313				200,256				(263,474	)			(46,905	)
Net loss			–				–				–				(55,823	)			(55,823	)
Balance, September 30, 2014			163,134,500			$	16,313			$	200,256			$	(319,297	)		$	(102,728	)

 

 

See accompanying notes to the condensed consolidated financial statements.

 

 

Gold Union Inc.
(A Development Stage Company)
Condensed Consolidated Statements of Cash Flows

 

		For the Nine Months Ended September 30, 2014				For the Nine Months Ended September 30, 2013				For the Period from July 6, 2010 (inception) through September 30, 2014
		(Unaudited)				(Unaudited)				(Unaudited)
Cash flows from operating activities:
Net loss		$	(55,823	)		$	(57,515	)		$	(319,297	)
Adjustments to reconcile net loss to net cash used in operating activities
Operations held for sale, net			–				–				–
Changes in operating assets and liabilities:
Accounts payable and accrued expenses			22,839				5,965				51,769
Net cash used in operating activities			(32,984	)			(51,550	)			(267,528	)
Cash flows from financing activities:
Advances from stockholders			32,600				54,675				212,369
Proceeds from sale of common stock, net			–				–				55,300
Net cash provided by financing activities			32,600				54,675				267,669
Net change in cash			(384	)			3,125				141
Cash at beginning of period			525				342				–
Cash at end of period		$	141			$	3,467			$	141
Supplemental disclosure of cash flows information:
Interest paid		$	–			$	–			$	–
Income tax paid		$	–			$	–			$	–

 

See accompanying notes to the condensed consolidated financial statements.

 

 

Gold Union Inc.

(A Development Stage Company)

September 30, 2014

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

 

 

Note 1 – Organization and Operations

 

Gold Union Inc.

 

Gold Union Inc. (formerly “Advanced Ventures Corp.”, or the “Company”) was incorporated under the laws of the State of Delaware on July 6, 2010. The Company has revised its business plan to trade in precious metal bullion primarily in the Asia Pacific region.

 

Effective January 6, 2014, Advanced Ventures Corp. effected a name change to Gold Union Inc.

 

On March 27, 2012, the Company formed a wholly owned subsidiary, Advanced Ventures (HK) Ltd., under the laws of the Hong Kong Special Administrative Region (“HK SAR”) of the People’s Republic of China (“PRC”). Advanced Ventures (HK) Ltd. engages in the same line of business as that of the Company. On November 1, 2013 the Company dissolved Advanced Ventures (HK) Ltd. Advanced Ventures (HK) Ltd. which was inactive during its existence.

 

On July 21, 2014, the Company formed G.U. Asia Limited, a limited company, under the laws of Hong Kong, for the purpose of conducting business in Asia.

 

On July 31, 2014, the Company formed G.U. International Limited, under the laws of the Republic of Seychelles.

 

The Certificate of Amendment of Certificate of Incorporation

 

On February 21, 2012, the Company filed a certificate of amendment of certificate of incorporation to increase the amount of authorized common shares from 200,000,000 to 3,000,000,000 and to effectuate a forward stock split of the issued and outstanding common shares of the Company on a basis of 15 for 1 effective as of March 7, 2012.

 

All shares and per share amounts in the financial statements have been adjusted to give retroactive effect to the Stock Split.

 

Note 2 – Summary of Significant Accounting Policies

 

Basis of Presentation – Unaudited Condensed Consolidated Financial Information

 

The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2013 and notes thereto contained in the Company’s Annual Report on Form 10-K as filed with the SEC on March 25, 2014.

 

Development Stage Company

 

The Company was a development stage company as defined by section 915-10-20 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and, therefore, qualifies as a development stage company. All losses accumulated from July 6, 2010 (inception) have been considered as part of the Company’s development stage activities.

 

 

Gold Union Inc.

(A Development Stage Company)

September 30, 2014

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

 

 

Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reporting period.

 

The Company’s significant estimates and assumptions include the fair value of financial instruments; income tax rate, income tax provision, deferred tax assets and valuation allowance of deferred tax assets; reporting currency, functional currency of the Company's HK SAR subsidiary and foreign currency exchange rate and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

 

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

 

Actual results could differ from those estimates.

 

Fair Value of Financial Instruments

 

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

 

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

 

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

 

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

 

 

Gold Union Inc.

(A Development Stage Company)

September 30, 2014

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

 

 

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable and accrued expenses, approximate their fair values because of the short maturity of these instruments.

 

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

 

Related Parties

 

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

 

Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

 

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

 

Commitments and Contingencies

 

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

 

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 

 

Gold Union Inc.

(A Development Stage Company)

September 30, 2014

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

 

 

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

 

Revenue Recognition

 

The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

 

Income Tax Provision

 

The Company adopted the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10-25-13.addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

 

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

 

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

 

Uncertain Tax Positions

 

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the period ended September 30, 2014.

 

Net Income (Loss) per Common Share

 

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

 

There were no potentially outstanding dilutive shares for the period ended September 30, 2014 and 2013.

 

 

Gold Union Inc.

(A Development Stage Company)

September 30, 2014

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

 

 

Cash Flows Reporting

 

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

 

Subsequent Events

 

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

 

Recently Issued Accounting Pronouncements

 

In July 2013, the FASB issued ASU No. 2013-11, Income Tax (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU provides guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. An unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013.

 

In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in this Update change the requirements for reporting discontinued operations in Subtopic 205-20.

 

Under the new guidance, a discontinued operation is defined as a disposal of a component or group of components that is disposed of or is classified as held for sale and “represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results.” The ASU states that a strategic shift could include a disposal of (i) a major geographical area of operations, (ii) a major line of business, (iii) a major equity method investment, or (iv) other major parts of an entity. Although “major” is not defined, the standard provides examples of when a disposal qualifies as a discontinued operation.

 

The ASU also requires additional disclosures about discontinued operations that will provide more information about the assets, liabilities, income and expenses of discontinued operations. In addition, the ASU requires disclosure of the pre-tax Income or loss attributable to a disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements.

 

 

Gold Union Inc.

(A Development Stage Company)

September 30, 2014

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

 

 

The ASU is effective for public business entities for annual periods beginning on or after December 15, 2014, and interim periods within those years.

 

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

 

Note 3 – Going Concern

 

The condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

 

As reflected in the financial statements, the Company had a deficit accumulated during the development stage at September 30, 2014, a net loss and net cash used in operating activities for the year then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

While the Company is attempting to commence operations and generate sufficient revenues, the Company’s cash position may not be sufficient enough to support the Company’s daily operations. Management intends to raise additional funds by way of a public or private offering. Management believes that the actions presently being taken to further implement its business plan and generate sufficient revenues provide the opportunity for the Company to continue as a going concern. While the Company believes in the viability of its strategy to commence operations and generate sufficient revenues and in its ability to raise additional funds by way of a public or private offering, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues and its ability to raise additional funds by way of a public or private offering.

 

The condensed consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Note 4 – Related Party Transactions

 

Advances from Stockholders

 

From time to time, stockholders of the Company advance funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and due on demand.

 

Free Office Space from its Majority Stockholder and Chief Executive Officer

 

The Company has been provided office space by its majority stockholder at no cost. The management determined that such cost is nominal and did not recognize the rent expense in its financial statements.

 

Note 5 – Stockholders’ Deficit

 

Shares Authorized

 

At inception, the total number of shares of common stock which the Company is authorized to issue is Two Hundred Million (200,000,000) shares, par value $.0001 per share.

 

The Certificate of Amendment of Certificate of Incorporation

 

On February 21, 2012, the Company filed a certificate of amendment of certificate of incorporation to increase the amount of authorized common shares from 200,000,000 to 3,000,000,000 and to effectuate a 15 for 1 forward stock split of the issued and outstanding common shares of the Company to be effective as of March 7, 2012.

 

All shares and per share amounts in the financial statements have been adjusted to give retroactive effect to the Stock Split.

 

 

Gold Union Inc.

(A Development Stage Company)

September 30, 2014

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

 

 

Common Stock

 

Upon formation the Company issued 45,000,000 shares of its common stock to the Directors and Officers of the Company for $300 in cash.

 

The Company commenced a capital formation activity by filing a Registration Statement on Form S-1 with the SEC to register and sell in a self-directed offering 37,500,000 shares of its common stock at an offering price of $0.002 per share for gross proceeds of up to $75,000. The Registration Statement was declared effective on May 10, 2011. On September 16, 2011, the Company issued 37,500,000 shares of its common stock pursuant to the Registration Statement for gross proceeds of $75,000. Offering costs of $20,000 related to this capital formation activity were charged against the capital raised.

 

On October 18, 2013, the Company completed a shares-for-debt private placement with 10 individuals involving the sale of an aggregate of 80,634,500 shares of the Company’s common stock at a subscription price of $0.002 per share, in settlement of an aggregate of $161,269 owed by the Company to the shares-for-debt purchasers.

 

As of September 30, 2014, the Company had a total of 163,134,500 shares of its common stock issued and outstanding.

 

Note 6 – Subsequent Events

 

The Company evaluated subsequent events through the date the financial statements were issued and filed with this Form 10-Q. There were no subsequent events that required recognition or disclosure.

 

 

ITEM 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-looking statements

 

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and the related notes thereto included elsewhere in this quarterly report on Form 10-Q. This quarterly report on Form 10-Q contains certain forward-looking statements and our future operating results could differ materially from those discussed herein. Certain statements contained in this discussion, including, without limitation, statements containing the words "believes," "anticipates," "expects" and the like, constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). However, as we issue “penny stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange Act, we are ineligible to rely on these safe harbor provisions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such factors or to announce publicly the results of any revisions of the forward-looking statements contained herein to reflect future events or developments.

 

Currency and exchange rate

 

Unless otherwise noted, all currency figures quoted as “U.S. dollars”, “dollars” or “$” refer to the legal currency of the United States. References to “MYR” are to the Malaysian Ringgit, the legal currency of Malaysia. Throughout this report, assets and liabilities of the Company’s subsidiaries are translated into U.S. dollars using the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders’ equity.

 

 

Overview

 

We were incorporated under the laws of the State of Delaware on July 6, 2010 under the name “Advanced Ventures Corp.” and are a development stage company. Effective January 6, 2014, we changed our name to “Gold Union Inc.”

 

On July 27, 2010, we entered into an exclusive worldwide patent sale agreement (the “Patent Transfer and Sales Agreement”) with Ilanit Appelfeld (the “Seller”), in relation to a patented technology, U.S. Patent Number: 6,743,209 (the “Patent”), for a catheter with a integral anchoring mechanism. The patent and technology were transferred to us in exchange of payment to Ilanit Appelfeld of $17,500 (seventeen thousand five hundred United States Dollars), according to the terms and conditions specified in the Patent Transfer and Sales Agreement related to U.S. Patent Number: 6,743,209.

 

During the second quarter of 2011 the Company raised gross proceeds of $75,000 pursuant to an effective Form S-1 Registration Statement and issued 37,500,000 post forward stock split shares of common stock that were registered pursuant to the Form S-1 Registration Statement.

 

During our second fiscal quarter, we elected to discontinue our business of exploiting the Patent and to consider other business opportunities that may bring quicker and greater value to our stockholders. We currently intend to engage in the business of trading precious metal bullion primarily in the Asia Pacific region. We anticipate such business to be carried on through subsidiaries, which are expected to buy gold and silver bullion from refiners and subsequently sell the bullion to anticipated customers. Therefore, effective January 6, 2014, we changed our name to “Gold Union Inc.” to more adequately reflect our intended business operations.

 

 

On August 28, 2014, we executed a Share Exchange Agreement (the “Share Exchange Agreement”) with G.U. International Limited, a limited company incorporated under the laws of the Republic of Seychelles and our wholly owned subsidiary (“GUI”), and Kao Wei-Chen, an individual representing herself and 18 other individuals (collectively, the “PPGCT Shareholders”), pursuant to which we, through GUI, purchased 480 shares of Phnom Penh Golden Corridor Trading Co. Limited, a private limited company incorporated under the laws of the Kingdom of Cambodia (“PPGCT”), held by the PPGCT Shareholders, representing 48% of the issued and outstanding shares of common stock of PPGCT. As consideration, we agreed to issue to the PPGCT Shareholders 2,500,000,000  shares of our common stock, at a value of US $0.002 per share, for an aggregate value of US $5,000,000. The share exchange transaction is anticipated to close on or before December 30, 2014. It is our understanding that the PPGCT Shareholders are not U.S. Persons within the meaning of Regulations S. Accordingly, the Shares are being sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation S promulgated thereunder. A copy of the Share Exchange Agreement is incorporated herein by reference and filed as Exhibit 10.3 to this quarterly report on Form 10-Q.

 

PPGCT owns three parcels of land located in the Kingdom of Cambodia, Kampong Speu Province, Chbarmorn District measuring an aggregate of 172,510 square meters (collectively, the “Properties”). Upon the consummation of the share exchange transaction, we hope to enter into the real property development business in Cambodia.

 

We maintain our statutory registered agent’s office at Delaware Intercorp, Inc. 113 Barksdale Professional Center, Newark, DE, 19711 and our business office is located at Shop 35A, Ground Floor, Hop Yick Commercial Centre Phase 1, 33 Hop Choi Street, Yuen Long, NT, Hong Kong.

 

Intellectual Property

 

We continue to own the rights, title and interests in Patent for a receptacle catheter with integral anchoring means, which Patent is associated with our former business. The Patent was issued on September 1, 2004 and will expire on September 6, 2022.

 

Employees

 

We currently do not have any full time or part time employees. Our Chief Executive Officer and Chief Financial Officer, Mr. Sae-Chua Supachai, is expected to work up to approximately five hours per week. If, and when, we develop our business of trading precious metal bullion, and are able to generate revenues from such intended business, we expect that Mr. Supachai will devote substantially more than five hours per week to our operations, and we may need to hire additional officers and employees for such operations.

 

Transfer Agent

 

We have engaged Nevada Agency and Transfer Company as our stock transfer agent. Nevada Agency and Transfer Company is located at 50 West Liberty Street, Reno, Nevada 89501. Their telephone number is (775) 322-0626 and their fax number is (775) 322-5623. The transfer agent is responsible for all record-keeping and administrative functions in connection with our issued and outstanding common stock.

 

Research and Development

 

We have incurred minimal research and development expenses to date and do not plan to undertake additional research and development activities during the next twelve months.

 

Subsidiaries

 

On July 21, 2014, we formed G.U. Asia Limited, a limited company, under the laws of Hong Kong, for the purpose of conducting business in Asia.

 

On July 31, 2014, we formed G.U. International Limited, a limited company, under the laws of the Republic of Seychelles.

 

 

Financial Condition

 

During the twelve-month period following the date of this quarterly report, we anticipate that we will not generate any revenue. Accordingly, we will be required to obtain additional financing in order to pursue our plan of operations during and beyond the next twelve months. We believe that debt financing will not be an alternative for funding as we do not have tangible assets to secure any debt financing. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock or shareholder loans. However, we do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or shareholder loans to establish our new business.

 

 

Results of Operations

 

Comparison of the three months ended September 30, 2014 and September 30, 2013

 

The following table sets forth certain operational data for the three months ended September 30, 2014, compared to the three months ended September 30, 2013, as well as from inception on July 6, 2010 to September 30, 2014:

 

 

		For the Three Months Ended				For the Three Months Ended				For the Period from July 6, 2010 (Inception through)
		September 30, 2014				September 30, 2013				September 30, 2014
		(Unaudited)				(Unaudited)				(Unaudited)
Revenues earned during the development stage		$	–			$	–			$	–
Operating expenses:
Patent acquisition cost and expenses			–				–				–
Professional fees			16,350				17,768				298,992
General and administrative expenses			–				–				4,958
Total operating expenses			16,350				17,768				303,950
Loss from continuing operations			(16,350	)			(17,768	)			(303,950	)
Other income (expense):			–				(62	)			3,866
Income/(Loss) from Continuing operations			(16,350	)			(17,830	)			(300,084	)
Discontinued Operations, net of tax			–				–				(19,213	)
Loss before income tax provision			(16,350	)			(17,830	)			(319,297	)
Income tax provision			–				–				–
Net loss		$	(16,350	)		$	(17,830	)		$	(319,297	)

 

Net Revenue. We have not generated revenues since inception. We are working to develop our businesses of trading precious metal bullion and our potential real estate development business in Cambodia and hope to generate revenue as such businesses develop.

 

Operating Expenses. During the three months ended September 30, 2014, we incurred operating expenses of $16,350, consisting solely of professional fees. During the same period ended September 30, 2013, our operating expenses was $17,768, $17,768 of which consisted solely of professional fees.

 

 

We expect our operating expenses to increase as we build and develop our business of trading precious metal bullion.

 

Loss From Operations; Net Loss. We incurred a loss from operations of $16,350 and $17,830 for the three months ended September 30, 2014 and 2013, respectively. Similarly, we incurred a net loss of $16,350 and $17,830 for the same three-month period ended September 30, 2014 and 2013. The decrease in loss from operations and net loss resulted from a decrease in professional fees.

 

 

Comparison of the nine months ended September 30, 2014 and September 30, 2013

 

The following table sets forth certain operational data for the nine months ended September 30, 2014, compared to the nine months ended September 30, 2013:

 

		For the Nine Months Ended				For the Nine Months Ended				For the Period from July 6, 2010 (Inception through)
		September 30, 2014				September 30, 2013				September 30, 2014
		(Unaudited)				(Unaudited)				(Unaudited)
Revenues earned during the development stage		$	–			$	–			$	–
Operating expenses:
Patent acquisition cost and expenses			–				–				–
Professional fees			56,531				56,498				298,992
General and administrative expenses			–				598				4,958
Total operating expenses			56,531				57,096				303,950
Loss from continuing operations			(56,531	)			(57,096	)			(303,950	)
Other income (expense):			708				(419	)			3,866
Income/(Loss) from Continuing operations			(55,823	)			(57,515	)			(300,084	)
Discontinued Operations, net of tax											(19,213	)
Loss before income tax provision			(55,823	)			(57,515	)			(319,297	)
Income tax provision			–				–				–
Net loss		$	(55,823	)		$	(57,515	)		$	(319,297	)

 

Net Revenue. We have not generated revenues since inception. We are working to develop our businesses of trading precious metal bullion and our potential real estate development business in Cambodia and hope to generate revenue as such businesses develop.

 

Operating Expenses. During the nine months ended September 30, 2014, we incurred operating expenses of $56,531, consisting solely of professional fees. During the same period ended September 30, 2013, our operating expenses was $57,096, $56,498 of which consisted of professional fees and $598 of which consisted of general and administrative expenses.

 

 

We expect cost of revenue of our software business to fluctuate together with the amount of net revenues generated by this business segment.

 

Loss From Operations. We incurred a loss from operations of $56,531 and $57,096 for the nine months ended September 30, 2014 and 2013, respectively.

 

Other Income (Expense), net. We recorded net other income in the amount of $708 for the nine months ended September 30, 2014, as compared to net other expense of $419 for the nine months ended September 30, 2013. Net other income for the nine months ended September 30, 2014, consisted of a gain of $708 in foreign currency transactions. Net other expense for the same period ended September 30, 2013 consisted of a loss of $223 in foreign currency transactions and $196 of interest expense.

 

Net Loss. We recorded a net loss of $55,823 for the nine months ended September 30, 2014, as compared to $57,515 for the same period ended September 30, 2013.

 

Liquidity and Capital Resources

 

Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We have not attained profitable operations and are dependent upon obtaining financing to our business plans. For these reasons our auditors stated in their report on our audited financial statements for the year ended December 31, 2013 that they have substantial doubt we will be able to continue as a going concern.

 

As of September 30, 2014, our current assets were $141 and our current liabilities were $102,869, resulting in a working capital deficit of $102,728. As of September 30, 2014, our total assets were $141 compared to total assets of $525 as of December 31, 2013. As of September 30, 2014, our current liabilities were $102,869 compared to current liabilities of $47,430 as of December 31, 2013. Our current liabilities consisted of $51,769 in accounts payable and accrued expenses and $51,100 in advances from stockholders.

 

Stockholders’ deficit increased from $46,905 as of December 31, 2013 to $102,728 as of September 30, 2014.

 

We have never paid dividends on our Common Stock. Our present policy is to apply cash to investments in product development, acquisitions or expansion; consequently, we do not expect to pay dividends on Common Stock in the foreseeable future.

 

The success of our growth strategy is dependent upon the availability of additional capital resources on terms satisfactory to management. Our sources of capital in the past have included the sale of equity securities, which include common stock sold in private transactions and public offerings, capital leases and long-term debt. There can be no assurance that we can raise such additional capital resources on satisfactory terms. We believe that our current cash and other sources of liquidity discussed below are adequate to support operations for at least the next 12 months. We anticipate continuing to rely on equity sales of our common shares and shareholder loans in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our plan of operations.

 

		Nine months ended
		9/30/2014				9/30/2013
Net cash (used in) provided by operating activities			(32,984	)			(51,550	)
Net cash provided by (used in) financing activities			32,600				54,675

 

Net Cash Used In Operating Activities.

 

We have not generated any revenues since inception. For the nine months ended September 30, 2014, net cash used in operating activities was $32,984 compared to net cash used in operating activities of $51,550 for the nine months ended September 30, 2013.

 

 

Net Cash Provided By Financing Activities.

 

During the nine months ended September 30, 2014, net cash provided by financing activities was $32,600 compared to net cash provided by financing activities of $54,675 for the same period ended September 30, 2013. Net cash provided from financing activities during the nine months ended September 30, 2014 consisted of $32,600 from the advances from stockholders.

 

Off-Balance Sheet Arrangements

 

We have no outstanding off-balance sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange traded contracts.

 

 

Critical Accounting Policies and Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the presentation of our financial condition and results of operations and require management's subjective or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management's current judgments. We believe the following accounting policies are critical in the preparation of our financial statements.

 

Basis of Presentation – Unaudited Condensed Consolidated Financial Information

 

The accompanying unaudited condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2013 and notes thereto contained in the Company’s Annual Report on Form 10-K as filed with the SEC on March 25, 2014.

 

Development Stage Company

 

The Company was a development stage company as defined by section 915-10-20 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and, therefore, qualifies as a development stage company. All losses accumulated from July 6, 2010 (inception) have been considered as part of the Company’s development stage activities.

 

Use of Estimates and Assumptions

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reporting period.

 

The Company’s significant estimates and assumptions include the fair value of financial instruments; income tax rate, income tax provision, deferred tax assets and valuation allowance of deferred tax assets; reporting currency, functional currency of the Company's HK SAR subsidiary and foreign currency exchange rate and the assumption that the Company will continue as a going concern. Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

 

 

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

 

Actual results could differ from those estimates.

 

Fair Value of Financial Instruments

 

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

 

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

 

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

 

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

 

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable and accrued expenses, approximate their fair values because of the short maturity of these instruments.

 

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

 

Related Parties

 

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

 

 

Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

 

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

 

Uncertain Tax Positions

 

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the period ended September 30, 2014.

 

Recent accounting pronouncements

 

In July 2013, the FASB issued ASU No. 2013-11, Income Tax (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU provides guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. An unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013.

 

In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in this Update change the requirements for reporting discontinued operations in Subtopic 205-20.

 

Under the new guidance, a discontinued operation is defined as a disposal of a component or group of components that is disposed of or is classified as held for sale and “represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results.” The ASU states that a strategic shift could include a disposal of (i) a major geographical area of operations, (ii) a major line of business, (iii) a major equity method investment, or (iv) other major parts of an entity. Although “major” is not defined, the standard provides examples of when a disposal qualifies as a discontinued operation.

 

The ASU also requires additional disclosures about discontinued operations that will provide more information about the assets, liabilities, income and expenses of discontinued operations. In addition, the ASU requires disclosure of the pre-tax Income or loss attributable to a disposal of an individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements.

 

 

The ASU is effective for public business entities for annual periods beginning on or after December 15, 2014, and interim periods within those years.

 

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

 

 

ITEM 3 Quantitative and Qualitative Disclosures about Market Risk

 

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

 

ITEM 4 Controls and Procedures  

 

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

 

We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), under the supervision of and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer. Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures, subject to limitations as noted below, as of September 30, 2014, and during the period prior to and including the date of this report, were not effective to ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rule and forms; and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. The Chief Executive Officer and Chief Financial Manager concluded that (i) there continue to be material weaknesses in the Company’s internal controls over financial reporting, that the weaknesses constitute a “deficiency” which could result in misstatements of the foregoing accounts and disclosures that could result in a material misstatement to the financial statements for the period covered by this report that would not be detected, and (ii) accordingly, our disclosure controls and procedures were not effective as of September 30, 2014.

 

Inherent Limitations

 

Because of its inherent limitations, our disclosure controls and procedures may not prevent or detect misstatements. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

 

Changes in Internal Control over Financial Reporting

 

Subject to the foregoing disclosure, there were no changes in our internal control over financial reporting that occurred during our last fiscal quarter ended September 30, 2014, 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 are not a party to any legal or administrative proceedings that we believe, individually or in the aggregate, would be likely to have a material adverse effect on our financial condition or results of operations.

 

 

ITEM 1A Risk Factors

 

None.

 

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 No.	Name of Exhibit
3.1	Articles of Incorporation (1)
3.2	Bylaws (1)
3.3	Certificate of Amendment of Certificate of Incorporation filed on February 21, 2012 (2)
3.4	Certificate of Amendment of Certificate of Incorporation filed on January 6, 2014 (3)
4.1	Form of common stock certificate(1)
10.1	Patent Transfer and Sales Agreement dated July 27, 2010 (1)
10.2	Form of Shares for Debt Subscription Agreement for Common Shares (4)
10.3	Share Exchange Agreement (5)
14	Code of Business Conduct and Ethics (6)
21	List of Subsidiaries*
31.1	Certification of Chief Executive Officer and Chief Financial Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.*
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS	XBRL Instance Document*
101.SCH	XBRL Schema Document*
101.CAL	XBRL Calculation Linkbase Document*
101.DEF	XBRL Definition Linkbase Document*
101.LAB	XBRL Label Linkbase Document*
101.PRE	XBRL Presentation Linkbase Document*

 

* Filed herewith.

(1) Filed as an Exhibit to our Registration Statement on Form S-1 filed with the Securities and Exchange Commission on October 12, 2010, and incorporated herein by reference.

(2) Incorporated by reference from Exhibit 3.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on March 7, 2012.

(3) Incorporated by reference from Exhibit 3.1 to Current Report on Form 8-K filed with the Securities and Exchange Commission on January 10, 2014.

(4) Incorporated by reference from Exhibit 10.2 to our Current Report on Form 8-K filed with the Securities and Exchange on October 23, 2013.

(5) Incorporated by reference from Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 2, 2014.

(6) Incorporated by reference from Exhibit 14 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 4, 2014.

 

 

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.

 

 

	GOLD UNION INC.
	By:	/s/Sae-Chua Supachai
		Sae-Chua Supachai
		Chief Executive Officer, Chief Financial Officer
Date:       November 12, 2014