Attached files
| file | filename |
|---|---|
| EX-32 - China Bull Management Inc | e32.htm |
| EX-31 - China Bull Management Inc | e31.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
[X] Annually Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the period ended: December 31, 2015
[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to
Commission File Number: 333-172251
China Bull Management Inc.
________________________________________________
(Exact name of Small Business Issuer as specified in its charter)
Nevada 7389 27-4344306
(State of Incorporation) (Primary Standard (IRS Employer ID No.)
Classification Code)
Issuer's telephone number, including area code: 203-562-8899
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, par value $0.0001 per share
Indicated by check 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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ ] No [x]
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 [ ] No [x]
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 [ ]
Accelerated filer [ ](Do not Small reporting company [x]
check if smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 1,108,596 shares of common stock with par value of $0.0001 per share outstanding as of October 3, 2016.
Documents Incorporated By Reference: See Part IV Item 15.
TABLE OF CONTENTS
TO ANNUAL REPORT ON FORM 10-K
FOR YEAR ENDED December 31, 2015
PART I page
Item 1. Description of Business-------------------------------------------- 3
Item 1A. Risk Factors ----------------------------------------------------- 4
Item 1B. Unresolved Staff Comments ---------------------------------------- 6
Item 2. Description of Property ------------------------------------------- 6
Item 3. Legal Proceedings --------------------------------------------------6
Item 4. Reserved ---------------------------------------------------------- 6
PART II
Item 5. Market for Registrant’s Common Equity and related
Stockholder Matters -------------------------------------------- 7
Item 6. Selected Financial Data ------------------------------------------- 8
Item 7. Management’s Discussion and Analysis or Plan of Operation --------- 8
Item 7A. Quantitative and Qualitative Disclosures About Market Risk ------- 9
Item 8. Financial Statements -----------------------------------------------9
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures ---------------------------------------------10
Item 9A. Controls and Procedures ----------------------------------------- 10
PART III
Item 10. Directors, Executive Officers of the Registrant ------------------11
Item 11. Executive Compensation ------------------------------------------ 12
Item 12. Security Ownership of Certain Beneficial Ownership Management --- 13
Item 13. Certain Relationships and Related Transactions ------------------ 13
Item 14. Principal Accountant Fees and Services -------------------------- 13
Part IV
Item 15. Exhibits -------------------------------------------------------- 14
Signatures --------------------------------------------------------------- 14
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FORWARD-LOOKING STATEMENTS
Subject to Section 21 E, of the exchange Act, this Annual Report on Form 10-K contains forward-looking statements. The forward-looking statements are based on our current goals, plans, expectations, assumptions, estimates and predictions regarding the Company.
When used in this Annual Report, the words "plan", "believes," "continues," "expects," "anticipates," "estimates," "intends", "should," "would," "could," or "may," and similar expressions are intended to identify forward looking statements.
Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, events or growths to be materially different from any future results, events or growths expressed or implied in this Annual Report.
PART I
Item 1: Description of Business:
China Bull Management Inc was incorporated in the State of Nevada on December 17, 2010 for the purpose to engage in the financial consulting business. None of the activities of the Company or Mr. Chien require or will require:
- the Company or Mr. Chien to register with the SEC as an investment adviser pursuant to the Investment Advisers Act of 1940 or
- the Company or Mr. Chien to register with any U.S. state securities regulator as an investment adviser.
On December 31, 2010, our company was, through dividend distribution, spin-off from USChina Channel Inc and got approval from FINRA, while the Company signed “Service Agreement” with China Bull Holding Inc, to manage and take the beneficiary of the business of China Bull Holding which is a subsidiary and successor of the legacy (such as assets and liabilities) of USChina Channel Inc., just after USChina Channel was acquired by China Education International, Inc. (“China Education”).
In January 30, 2011, the Board of the Company made following decision:
- The existing shares of common stock on the record day of January 30, 2011 will make 1 for 10 reverse split, and the fractional share will be round into an integer share.
- The company offers Andrew Chien to purchase 900,000 shares at par value $0.0001 and Kin Yuet Li 10,000 shares at par value $0.0001.
- The Board will sell of its shares to shareholders at $0.5 /share. The proceeds will be used in the company’s operation.
The stock restricted plan was well executed in 2011, and the company obtained
$51,468 cash.
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Since there is no operation of China Bull Holding, Andrew Chien, in July 2011, cancelled the business plan of China Bull Holding, and transferred all cash of $29,169.37 of China Bull Holding into a bank deposit for this company as additional paid-in capital without any issuance of our shares under his authorization of the service agreement. In summer of 2011, Mr. Chien dissolved China Bull Holding.
Currently, Mr. Chien is the Chairman, CEO and CFO, and majority shareholder of our company. We have the office at 665 Ellsworth Avenue, New Haven, CT 06511, telephone number (203) 844-0809. The website of China Bull Management is the original website of USChina Channel Inc, at
http://www.uschinachannel.net
| Our company had limited operation since established by offering XBRL filing and other services to customers, and continued to add strength and efforts in the marketing to explore more services for potential customers. |
Item 1A. Risk Factors
An investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and information provided in this annual report and other filings. If any of the following risks actually occur, our business, financial condition, or results of operations could be materially and adversely affected.
Risks Relating To Our Business
We commence operation recently and only have several customers this time and our operating results are unpredictable.
We have no operation history. Since the Company's formation in December 2010, we only realized revenue of $35,920, including 0 in year 2015 so far. Since May of 2013 the business operation was interrupted by third party.
We will incur increased costs as a result of being a public company, including the adoption of Sarbanes-Oxley Act, which may not be affordable to us.
Rules adopted by SEC pursuant to Section 404 of Sarbanes-Oxley require annual assessment of our internal control over financial reporting, and attestation of this assessment by the Company’s independent registered public accountants. These requirements make us first to changes in corporate governance practices and to develop an adequate internal accounting control to budget, forecast, manage and allocate our funds and account for them, while simultaneously developing and organizing with our business. As a developing stage company, these new rules and regulations will increase our legal, accounting and financial compliance costs and will require additional staff time. Since we have limited financial resources and staff time, we may not be affordable of the increased costs, which ultimately could cause you to lose your investment.
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Our auditors had raised substantial doubt about our ability to continue as a going concern. Currently the auditor resigned due to his personal issue. So far the company has not located a new auditor yet.
Our only Director, Mr. Chien has limited financial capability, and has to run additional business. He may be unable to devote his full time, or even honor all his financial commitment to the Company, and eventually cause you to lose your investment if his outside business fails. Since May of 2013, the operation of the business was interrupted by third party, and suffered fully damaged for over 3 years and beyond. Our auditor was resigned due to his personal business rearrangement. Currently the company is in the process to seek new auditors, but not found a proper one yet.
We face strong competitors, which may force us out of business:
We have no business insurance; any unanticipated events or expenses may hurt our business substantially. In November of 2014, another third party wanted to control and dissolved this business, and took all cash of this company without notice to shareholders and making any SEC filing to disclose. No shareholder approved the action of the third party. In December of 2015, the same party took the desktop computer with installed software. All these created significant damage to the company. There was no other choice except to rebuild the business.
Our sole director controls our Company, which could result in a lack of independence needed on certain issues and decisions, which impacting our shareholders.
Our sole director, Mr. Chien, currently owns over 90% of the outstanding common stock, remaining in control of the Company. Although Mr. Chien is not party to any voting agreement, he will be able to exert significant influence, or even authority, over matters requiring approval by our security holders, including the election of all of our directors, control our operations, and inhibit your ability to change the Company's operations. Accordingly, our shareholders will not have sufficient votes to cause the removal of Mr. Chien in his function as officer and director.
As a result, we lack independent directors, independent board committees and an independent audit committee financial expert. There can be no assurance that Mr. Chien will be completely independent in the decisions he makes as our sole director and/or principal stockholder that will ensure protection of the rights of other stockholders who purchase our securities in this offering.
Such concentrated control of the Company may adversely affect the price of our common stock in the event we merge with a third party or enter into a different transaction which requires shareholder approval.
Operations outside the United States may be affected by different local politics, business and cultural factors, different regulatory requirements and prohibitions between jurisdictions.
Risks Related to Our Securities
We must comply with penny stock regulations, which could affect the liquidity and price of our stock.
On June 19, 2013, the FINRA announced to delete the trading at the quotation of the OTCBB, of the common stock of this company due to the company failed to file 10-Q for the first quarter of 2013. Currently, the shares only can be traded in the pinksheet.
The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks." Penny stocks generally are equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on NASDAQ, provided that current price and volume information
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with respect to transactions in such securities is provided by the exchange or system. Prior to a transaction in a penny stock, a broker-dealer is required to: Deliver a standardized risk disclosure document prepared by the SEC; Provide the customer with current bid and offers quotations for the penny stock; Explain the compensation of the broker-dealer and its salesperson in the transaction; Provide monthly account statements showing the market value of each penny stock held in the customer's account; Make a special written determination that the penny stock is a suitable investment for the purchaser and receives the purchaser's consent; and Provide a written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity in the secondary market for our stock. Because our shares are subject to the penny stock rules, you may find it more difficult to sell your shares.
We do not anticipate paying any cash dividends in the foreseeable future, which may reduce your return on an investment in our common stock.
We do not plan to pay any cash dividends in the foreseeable future. Any return on your investment would derive from an increase in the price of our stock, which may or may not occur.
Investors may suffer substantial dilution or an unrealized loss of seniority in preferences and privileges if we need to seek additional funding in the future.
We have authorized 75 million of shares with only about over 1 millions of shares outstanding. If we desire to raise additional capital in the future because we will experience losses, and has little assets in our current operations, or we need to expand our operations, then we may have to issue additional equity, preferred securities or convertible debt securities, which may not need the approval of current shareholders. The issuance of new shares would cause the buyers in this offering to suffer dilution of their ownership percentage. The dilution may be substantial because if maximum 75 million would have issued, the dilution would be approximately seventy-five times, or the current shareholder's ownership would reduce to about 1/75. In addition, it is possible that any future securities could grant new shareholders rights, preferences, and/or privileges that are different from this offering.
Item 1B. Unresolved Staff Comments
None.
Item 2. Description of Property:
The Company does not own or lease offices or property except some necessary computer relative equipment and software for operation. Mr. Chien supplies the Company with office space and other office equipment except of the computer related equipment on rent-free.
Item 3. Legal Proceedings:
None.
Item 4. Reserved
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PART II
Item 5. Market for Registrant’s Common Equity and related Stockholder Matters.
| a. | Market Information. |
Our common stock, par value $0.0001, is quoted in the pink-sheet under the symbol "CHBM".
b. Holders
As of December 31, 2015, we had approximately 45 registered stockholders of our common stock on record. This number includes shares held by brokerage clearing houses, depositories or otherwise in unregistered form.
| c. | Dividends. |
On November 12, 2013, the Board of Directors of our company made decision: to purchase 1,108,596 adjusted shares of common stock of USChina Channel Inc (note: this is new company with the old name of USChina Channel Inc which became vacate after USChina Channel was acquired by China Education) on par value $0.0001 per share for aggregate price of $110.86.
The share offering of USChina Channel Inc to China Bull Management Inc was relative to the two companies’ close relations of the sole control interests of Andrew Chien, not involving any public stock offering such as public solicits including advertisement, and was exempted from the registration requirement due to Section 4(2) of the Securities Act of 1933, as amended.
These purchased shares distributed to the shareholders of our company on one to one basis that is every outstanding share of China Bull Management Inc got one share distribution of USChina Channel Inc as a special dividend, or gift from the Company.
The record of this dividend distribution was November 29, 2013; and the payment day February 6, 2013.
d. Securities Authorized for Issuance under Equity Compensation
None.
e. Recent Sales of Unregistered Securities
None.
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Item 6. Selected Financial Data
Financial Highlights
($)_____________________________________________________________________
Fiscal Year Ended December 31, 2014 2015
Revenue 0 0
Income (Loss) from Operation (74,422) (2,295)
Net Income (Loss) (74,422) (2,295)
Cash & Cash Equivalents 2,295 0
Liabilities 106 (106)
Shareholder Equities 2,295 (106)
____________________________________________________________________________________
Item 7. Management’s Discussion and Analysis or Plan of Operation:
We are a developing stage company, and just began some operation. We are in the stage to investigate market and build our business model.
We purchased hardware and software for producing XBRL project in enhances our capability of a SEC Edgar file agency for customers.
Results of Operations for the Fiscal Year Ended December 31, 2015
We had revenue of $0 in fiscal year 2015, compared with $ 0 in 2014; and the long time of no revenue was due to Chien’s incapable to serve customer. The net loss was $(2,295) in 2015 compared with loss of (74,422) in 2014. The loss was due to the third party took computer equipment in December of 2015 without authorization.
Liquidity
We believe our current cash position of $0 can’t meet our operation requirement in the next twelve months except the management gives help. Mr. Chien is willing to cover the necessary expenses at his personal financing.
Critical Accounting Policies
Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
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Our significant accounting policies are summarized in Note 2 of our financial statements for the year ended December 31, 2015. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.
Recent Accounting Pronouncements
In December 2010, FASB issued an amendment to the disclosure of supplementary pro forma information for business combinations. The amendments in this ASU specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted. The adoption of this new guidance did not have a material effect on the Company’s financial position and results of operations.
Off-Balance Sheet Arrangements: None.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Interest Rates:
Our exposure to market risk for changes in interest rates relates primarily to our short-term investments; thus, fluctuations in interest rates would not have a material impact on the fair value of these securities. At December 31, 2015, we had no cash and cash equivalents.
Inflation:
We believe that inflation has not had a material effect on our operations to date.
Item 8. Financial Statements
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Financial Statements as of December 31, 2015 Page
Balance Sheets .................................. ........................F-1
Statements of Operations ........................... .................... F-2
Statements of Shareholder Equity ........................................ F-3
Statements of Cash Flows ................................................ F-4
Condensed Notes to Consolidated Financial Statement ..................... F-5
| · | F-1 commences after the signature page of this report. |
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls:
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and the Company’s Principal Accounting Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and Principal Accounting Officer concluded that the Company’s disclosure
controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and Principal Accounting Officer, as appropriate, to allow timely decisions regarding required disclosure.
Management's Annual Report on Internal Control Over Financial Reporting.
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Our internal control system was designed to, in general, provide reasonable assurance to the Company’s management and board regarding the preparation and fair presentation of published financial statements, but because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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 or procedures may deteriorate.
Our management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2013. Based on that assessment, our management has determined that as of December 31, 2013, the Company’s internal control over financial reporting was effective for the purposes for which it is intended.
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This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.
Changes in Internal Control over Financial Reporting:
Based upon their evaluation of our controls, the CEO and Principal Accounting Officer have concluded that, subject to the limitations noted above, the disclosure controls are effective providing reasonable assurance that material information relating to us is made known to management on a timely basis during the period when our reports are being prepared. There were no changes in our internal controls that occurred during the fiscal year covered by this report that have materially affected, or are reasonably likely to materially affect our internal controls.
PART III
Item 10. Directors, Executive Officers, Promoters and Control Persons
All directors of our Company hold office until the next annual meeting of the shareholders, or until their successors have been elected. The officers of our Company are appointed by our board of directors and hold office until their death, resignation or removal from office. As of date of the report, our directors and executive officers are listed below.
Name Age Term Served as (Position with the Company) (Director/Officer)
Andrew Chien 70 December 2010, Director, President,
Principal Executive Officer
Treasurer, CFO,
Principal Accountant
Kin Yuet Li 61 December 2010, Secretary.
Andrew Chien, 70, Founder, President, CFO, and Director of Our Company since inception. He was ex-president till December 31, 2010, and ex-director till March 5, 2013 of China Education (former name: USChina Channel Inc), a pinksheet quoted company. He is President for USChina Venture I Inc and USChina Venture II Inc, both are blank check reporting companies since inception of December 28, 2010. He is Secretary of USChina Taiwan from November 2010 till December 31, 2013. He is self-employed since 1998, and owned USChina Channel LLC, which was a private company, engaged in financial consultant since January 2006. He has engaged in Edgar filing agent work for several companies.
Mr. Chien was born in China, and received his Bachelor of Science degree at the Jiangsu Institute of Technology, Zhengjiang, Jiangsu, China in 1968. He was employed for eighteen years in China until he came to the United States in 1986. In 1988, he received his Master’s degree of Mathematics at the University of Rhode Island. Mr. Chien's extensive education and professional experience in the both U.S. and China make him, as our Director, some advantages in:
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- contacts with some entrepreneurs in China;
- skill sets and experience in the business service field, including understanding some public company's legal, accounting and investor relationship issues;
- language skills of both Chinese and English; and
- work ethics and his determination to turn our business into a financial success.
Currently, he worked full time for our Company.
Kin Yuet Li, 61, Secretary. He, as a non-employee, joined the Company in December 2010. Mr. Li is employed, as Science Laboratory Specialist, by F.D.R. High School, Brooklyn, NY 11204, from 2003 to 2007, and by Queens High School for The Sciences at York College, Jamaica, NY 11451 since September 2007. He got his Master in Computer & Information Science at the University of New Haven, in August 2000.
Code of Ethics
On December 31, 2010, the Company adapted Code of Ethics, pursuant to Item 406 of Regulation S-K, of which all our officers and employees are bound by.
The Code of Ethics is intended to promote honest and ethical conduct, full and accurate reporting, and compliance with the law. A copy of the Code of Ethics is included as Exhibit 14.01 to this registration statement. The full text of the Code of Ethics also posted in the Company's website:
http://www.uschinachannel.net/index/pg63407#textJump194772
A printed copy of the Code of Ethics may be obtained free of charge by writing to the Corporate Secretary at: China Bull Management Inc., 665 Ellsworth Avenue, New Haven, CT 06511.
Item 11. Executive Compensation
We currently have no formal employment agreements or other contractual arrangements with our Officer and Director, or anyone else regarding the commitment of time or the payment of salaries or other remuneration.
Mr. Chien, our sole operator, will be compensated in the form of a service fee or charge paid from revenues generated by the Company's customers. The amount of his service charge is based upon: (1) primary responsibilities, (2) financial performance of the Company, (3) expected future financial performance of the Company and (4) any other factors that are determined by the board of directors. The commencement of such compensation to Mr. Chien will also be determined at the discretion of our board of directors (currently, Chien is the sole director). The primary consideration when determining the timing of payments to Mr. Chien, if any, will be the financial condition of the Company. Specifically, we anticipate the board to authorize payment only when the Company realizes positive cash flow in any quarterly fiscal period. Mr. Chien's service charge will not exceed $150,000 in any fiscal year. Mr. Chien will perform his compensation following the principles as mentioned above. There is no written agreement of Mr. Chien’s compensation. In the year of 2011, our company paid Mr. Chien $11,372. At this time, we do not anticipate awarding stock options to anyone.
Officer Compensation Table for Year 2014 & 2013
Year Names Fees Earned in Cash($) All Other Compensation($) Total ($)
2015 Andrew Chien 0 0 0
Kin Yuet Li 0 0 0
2014 Andrew Chien 0 0 0
Kin Yuet Li 0 0 0
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Item 12. Security Ownership of Certain Beneficial Ownership Management
We have issued shares to the following officers, directors, promoters, and beneficial owners of more than 5% of our outstanding securities on December 31, 2015.
Name and Address of Amount of Percent of Class
Beneficial Owner Beneficial Owner
Andrew Chien 1,002,436 90 %
665 Ellsworth Avenue
New Haven, CT 06511
Kin Yuet Li
Jackson Height, NY 11375 10,400 1 %
All Officers and Director
as a group: 1,012,836 91 %
Item 13. Certain Relationships and Related Transactions
None
Item 14. Principal Accountant Fees and Services.
Audit Fees:
There was no auditing fee for 2015.
The auditor resigned due to his rearrangement of personal business, there was no different opinion between the auditor and the company regarding the financial statement before year 2013. Currently, the company is looking for new auditor.
Audit related fees: None
Tax Fees: None
All Other Fees: None
Pre-Approval Policies and Procedures:
All of the auditing and permissible non-auditing services were approved in advance by the Board of Directors in accordance with its procedure. An estimate for the service to be performed should be submitted to our Board of Directors by the accountants before they were engaged to perform particular services.
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PART IV
Item 15. Exhibits.
Exhibit Filed ___References In______
No Description________________herewith_ Form Exhibit Filing Date
3.01 Articles of Incorporation S-1 3.01 03/17/11
3.02 Bylaws, as Amendment x
7.2 Auditor letter X 10-K of 2013 10/3/2016
31 Section 302 Certification
of CEO & CFO X
32 Section 906 Certification
of CEO & CFO X
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
China Bull Management Inc.
Dated: October 3, 2016 By: /s/ Andrew Chien
Andrew Chien, CEO, CFO
(Duly Authorized Principal Executive officer
and Principal Financial Officer)
TABLE OF CONTENTS
FOR year ENDED December 31, 2013
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Item 1. Financial Statements
Balance Sheet of China Bull Management Inc.
As of December 31, 2015 and December 31, 2014
| Balance Sheets (USD $) | Dec. 31, 2015 (Unaudited) | Dec. 31, 2014 (Unaudited) | ||||||
| Statement of Financial Position [Abstract] | ||||||||
| Cash | $ | — | $ | — | ||||
| Accounts receivable | ||||||||
| Total Current Asset | $ | — | $ | — | ||||
| Fixed Assets | $ | — | $ | 2,295 | ||||
| Total Assets | $ | — | $ | 2,295 | ||||
| Liabilities and Shareholders' equity | ||||||||
| Current Liabilities: | ||||||||
| Deposits from Customer | ||||||||
| Due to officer | $ | 106 | $ | 106 | ||||
| Taxes parable | $ | — | $ | — | ||||
| Total Liabilities | $ | 106 | $ | 106 | ||||
| Commitment and Contingency | ||||||||
| Shareholders' Equity | ||||||||
| Common shares w/ par value $ 0.0001 & 1,108,596 o/s respectively & Paid-in capital | $ | 80,637 | $ | 80,637 | ||||
| Profits (deficit) accumulated in development stage | $ | (80,743 | ) | $ | (78,448 | ) | ||
| Total Shareholders' Equity | $ | (106 | ) | $ | 2,189 | |||
| Total Liabilities and Shareholders' Equity | $ | — | $ | 2,295 |
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China Bull Management Inc (Unaudited) Statements of Income (Loss) For
Year Ended December 31, 2015 and 2014
& From December 17, 2010 (Inception) Through December 31, 2015
| Statements of Operations (USD $) | 12 Months Ended | 60 Months Ended | ||||||||||
| Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | ||||||||||
| Income Statement [Abstract] | ||||||||||||
| Revenue | $ | — | $ | — | $ | 35,920 | ||||||
| Cost of Revenue | $ | — | $ | 3,090 | ||||||||
| Gross Profits | $ | — | $ | — | $ | 32,830 | ||||||
| Operating Expenses | ||||||||||||
| Selling Expenses | ||||||||||||
| General and administrative expenses | $ | 1,017 | $ | (1,132 | ) | $ | (39,590 | ) | ||||
| Research and Development Costs | ||||||||||||
| Total Operating Expenses | $ | 1,017 | $ | (1,132 | ) | $ | (39,590 | ) | ||||
| Income (loss) from Operation | $ | (1,017 | ) | $ | (1,132 | ) | $ | (6,760 | ) | |||
| Other income(expenses) | $ | (1,278 | ) | $ | (73,430 | ) | $ | (74,708 | ) | |||
| Interests income (expenses) | $ | — | $ | 140 | $ | 760 | ||||||
| Income before income taxes | $ | (2,295 | ) | $ | (74,422 | ) | $ | (80,708 | ) | |||
| Provision for income taxes | $ | (35 | ) | |||||||||
| Net income | $ | (2,295 | ) | $ | (74,422 | ) | $ | (80,743 | ) | |||
| Net earning per share | ||||||||||||
| Basic and diluted | $ | (0.00 | ) | $ | (0.07 | ) | $ | (0.07 | ) | |||
| Weighted average shares outstanding: | ||||||||||||
| Basic and diluted | 1,108,596 | 1,108,596 | 1,108,596 | |||||||||
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China Bull Management Inc.
Statements of Share Holder Equity Up To
year Ended December 31, 2015
| Shareholders Equity | Common Stock | Additional Paid-In Capital | Retained Earnings / Accumulated Deficit | Total | ||||||||||||
| USD ($) | USD ($) | USD ($) | ||||||||||||||
| From Jan.1 to Dec.31, 2011 | ||||||||||||||||
| Beginning Balance, Shares | 126,096 | $ | 127 | |||||||||||||
| Beginning Balance, Amount(USD $) | ||||||||||||||||
| Issuance of Common Stock, Shares | 982,500 | |||||||||||||||
| Issuance of Common Stock, Amount | $ | 80,510 | $ | 80,637 | ||||||||||||
| Net income (loss) | $ | 65 | $ | 65 | ||||||||||||
| Ending Balance, Shares at Dec. 31, 2011 | 1,108,596 | |||||||||||||||
| Ending Balance, Amount at Dec. 31, 2011 | $ | 80,637 | $ | 65 | $ | 80,702 | ||||||||||
| From Jan.1 to Dec.31, 2012 | ||||||||||||||||
| Beginning Balance, Shares | 1,108,596 | |||||||||||||||
| Beginning Balance, Amount(USD $) | $ | 80,637 | $ | 65 | $ | 80,702 | ||||||||||
| Issuance of Common Stock, Shares | ||||||||||||||||
| Issuance of Common Stock, Amount | ||||||||||||||||
| Net income (loss) | $ | (2,745 | ) | $ | (2,745 | ) | ||||||||||
| Ending Balance, Shares at Dec. 31, 2012 | 1,108,596 | |||||||||||||||
| Ending Balance, Amount at Dec. 31, 2012 | $ | 80,637 | $ | (2,680 | ) | $ | 77,957 | |||||||||
| From Jan.1 to Dec.31, 2013 | ||||||||||||||||
| Beginning Balance, Shares | 1,108,596 | |||||||||||||||
| Beginning Balance, Amount(USD $) | $ | 80,637 | $ | (2,680 | ) | $ | 77,957 | |||||||||
| Issuance of Common Stock, Shares | ||||||||||||||||
| Issuance of Common Stock, Amount | ||||||||||||||||
| Net income (loss) | $ | (1,347 | ) | $ | (1,347 | ) | ||||||||||
| Ending Balance, Amount at Dec. 31, 2013 | $ | 80,637 | $ | (4,027 | ) | $ | 76,610 | |||||||||
| Ending Balance, Shares at Dec. 31, 2013 | 1,108,596 | |||||||||||||||
| From Jan.1 to Dec.31, 2014 | ||||||||||||||||
| Beginning Balance, Shares | 1,108,596 | |||||||||||||||
| Beginning Balance, Amount(USD $) | $ | 80,637 | $ | (4,027 | ) | $ | 76,610 | |||||||||
| Issuance of Common Stock, Shares | ||||||||||||||||
| Issuance of Common Stock, Amount | ||||||||||||||||
| Net income (loss) | $ | (74,421 | ) | $ | (74,421 | ) | ||||||||||
| Ending Balance, Amount at Dec. 31, 2014 | $ | 80,637 | $ | (78,448 | ) | $ | 2,189 | |||||||||
| Ending Balance, Shares at Dec. 31, 2014 | 1,108,596 | |||||||||||||||
| From Jan.1 to Dec.31, 2015 | ||||||||||||||||
| Beginning Balance, Shares | 1,108,596 | |||||||||||||||
| Beginning Balance, Amount(USD $) | $ | 80,637 | $ | (78,448 | ) | $ | 2,189 | |||||||||
| Issuance of Common Stock, Shares | ||||||||||||||||
| Issuance of Common Stock, Amount | ||||||||||||||||
| Net income (loss) | $ | (2,189 | ) | $ | (2,189 | ) | ||||||||||
| Ending Balance, Amount at Dec. 31, 2015 | $ | 80,637 | $ | (80,637 | ) | $ | — | |||||||||
| Ending Balance, Shares at Dec. 31, 2015 | 1,108,596 |
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Statements of Cash Flows For
year Ended December 31, 2015 & 2014 and
From December 17, 2010 (Inception) Through December 31, 2015 (Unaudited)
| Statements of Cash Flows (USD $) | Year Ended | 60 Months Ended | ||||||||||
| Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
| Net (loss) | -2295 | $ | (74,422 | ) | $ | (80,743 | ) | |||||
| Adjustment to reconcile (net loss) to net cash (used in) operations: | ||||||||||||
| Decrease of deposits from customers | $ | — | ||||||||||
| Increase of taxes payable | ||||||||||||
| Decrease (increase) of Accounts receivable | $ | — | ||||||||||
| Increase of Due to Officer | $ | 106 | ||||||||||
| Increase of Depreciation, amortization, & other noncash items | 2295 | $ | 1,108 | $ | 5,548 | |||||||
| Net cash provided by operating activities | $ | (73,314 | ) | $ | (75,089 | ) | ||||||
| Investing Activities | ||||||||||||
| Purchases of Computer System | $ | — | $ | (5,548 | ) | |||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
| Common stock issued | $ | — | $ | 51,468 | ||||||||
| Other paid-in capital | $ | — | $ | 29,169 | ||||||||
| Increase (decrease) in cash | ||||||||||||
| Cash, beginning at the period | $ | 73,314 | $ | — | ||||||||
| Cash, end at the period | $ | — | $ | — | ||||||||
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NOTES TO FINANCIAL STATEMENTS
December 31, 2015
1. ORGANIZATIONS AND DESCRIPTION OF BUSINESS
China Bull Management Inc was incorporated in Nevada on December 17, 2010, under the laws of the State of Nevada, for the purpose of providing management consulting services to the small or median sized private companies in China or other emerging countries that want to look for business partners, or agencies, or financing resources, or to become public through IPO or reverse merger in the United States, or Canada.
The Company was a subsidiary of China Education International (former name: USChina Channel Inc.), and spun off on December 31, 2010.
The Company is in the development stage with minimal operations.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying audited 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 annual financial information, and with the rules and regulations of SEC to Form 10-K and Article 8 of Regulation S-X.
The Company selected December 31 as year-end.
Development Stage Company
The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. The Company has recognized no revenue since inception, and is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception, have been considered as part of the Company’s development stage activities.
Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“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 reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
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Cash Equivalents
The Company considers all highly liquid investments with maturity of three months or less when purchased to be cash equivalents.
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 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 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. 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 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three 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 levels of fair value hierarchy defined by Paragraph 820-10-35-37 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 unobservable inputs and not corroborated by market data.
The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for financial assets and liabilities measured at fair value at December 31, 2015, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the period from December 17, 2010 (inception) through December 31, 2015.
Income Taxes
The Company will account for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.
The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 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 Section 740-10-25, 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. Section 740-10-25 also provides
| - 20 |
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 Section 740-10-25.
Net Loss Per Common Share
Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of December 31, 2015.
3. GOING CONCERN
The accompanying financial statements are presented on a going concern basis.
The Company had minimal operations during the period from December 17 (date of inception) to December 31, 2015 and generated little revenues of $35,920 including $0 in this year, and the Company's current asset is of $ 0 This condition raises substantial doubt about the Company's ability to continue as a going concern.
Continuation of the Company as a going concern dependents upon obtaining additional working capital, and generating substantial revenue and profits. Management is doing the best to find solution.
Further, the operation of this company was haled since May of 2013 by a third party who wanted controlled the operation and took all cash in 2014, and computer equipment in 2015, but without notice to shareholders and making any SEC filing. No shareholder approved the action of the third party. On July 10, 2016, the shareholders
in the shareholder meeting, voted for 100% against the third party becoming control shareholder of this company.
4. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of common stocks.
5. RELATED PARTY TRANSACTIONS:
None.
6. INCOME TAXES
None.
7. NET OPERATING LOSSES
As of December 31, 2015, the Company has a net operating loss carryforward of $(2,295) or $(0.00) per share.
Net operating loss carryforward expires twenty years from the date the loss was incurred.
8. STOCK TRANSACTIONS None.
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9. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes of capital stock as of December 31, 2015:
Common stock, $0.0001 par value; 75,000,000 shares authorized; 1,108,596 shares issued and outstanding and 96,160 with SEC registration.
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