Attached files

file filename
EX-32.2 - CERTIFICATION - Banny Cosmic International Holdings, Incapll_ex322.htm
EX-32.1 - CERTIFICATION - Banny Cosmic International Holdings, Incapll_ex321.htm
EX-31.2 - CERTIFICATION - Banny Cosmic International Holdings, Incapll_ex312.htm
EX-31.1 - CERTIFICATION - Banny Cosmic International Holdings, Incapll_ex311.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

FORM 10-Q

 

x

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

For the quarterly period ended September 30, 2017

o

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

For the transition period from ________ to ________

 

Commission file number: 000-27791

 

Wincash Apolo Gold & Energy, Inc.

(Exact name of small business issuer in its charter)

 

Nevada

98-0412805

State or other jurisdiction of

I.R.S. Employer

incorporation or organization

Identification No.

 

701, 7/F, Wing On Plaza, Mody Road

Kowloon, Hong Kong

-

(Address of principal executive offices)

(Zip Code)

 

Issuer’s telephone number: (852) 9601 5688

 

Securities Registered Under Section 12(b) of the Exchange Act: None

 

Securities Registered Under Section 12(g) of the Exchange Act:

 

Common Stock, $0.001 par value

(Title of class)

 

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 x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

¨

 

Accelerated filer

¨

Non-accelerated filer

¨

(Do not check if a smaller reporting company)

Smaller reporting company

x

 

 

 

Emerging growth company

¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

The number of shares outstanding of each of the Registrant’s classes of common stock, as of October 11, 2017 was 26,137,387 shares, all of one class of $0.001 par value Common Stock.

 

 
 
 

Table of Contents

 

 

 

 

 

 

 

Page

 

Part I. Financial Information

 

 

Item 1

Financial Statements

 

4

 

 

 

Condensed Balance Sheets as of September 30, 2017 (unaudited) and June 30, 2017 (audited)

 

5

 

 

 

Condensed Statements of Operations and Comprehensive Loss for the Three Months Ended September 30, 2017 and 2016 (unaudited)

 

6

 

 

 

Condensed Statements of Cash Flows for the Three Months Ended September 30, 2017 and 2016 (unaudited)

 

7

 

 

 

Notes to Condensed Financial Statements

 

8 - 10

 

 

 

Item 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations General Overview

 

11

 

Item 3

Quantitative and Qualitative Disclosures About Market Risk

 

14

 

Item 4

Controls and procedures

 

14

 

 

 

Part II – Other Information

 

 

Item 1

Legal Proceedings

 

15

 

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

 

15

 

Item 3

Default Upon Senior Securities

 

15

 

Item 4

Mine Safety Disclosures

 

15

 

Item 5

Other Information

 

15

 

Item 6

Exhibits

 

16

 

 

 

Signatures

 

17

 

 

 
2
 
 

SPECIAL NOTE ON FORWARD LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this report include forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by forward-looking statements.

 

In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “proposed,” “intended,” or “continue” or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other “forward-looking” information. There may be events in the future that we are not able to accurately predict or control. Before you invest in our securities, you should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline and you could lose all or part of your investment. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.

 

 
3
 
Table of Contents

PART I. FINANCIAL INFORMATION

 

ITEM 1. Financial Statements

 

WINCASH APOLO GOLD & ENERGY, INC.

 

INDEX TO CONDENSED FINANCIAL STATEMENTS

 

(UNAUDITED)

 

 

Page

 

 

 

Condensed Balance Sheets as of September 30, 2017 and June 30, 2017 (Audited)

 

5

 

 

 

Condensed Statements of Operations And Comprehensive Loss for the Three Months Ended September 30, 2017 and 2017

 

6

 

 

 

Condensed Statements of Cash Flows for the Three Months Ended September 30, 2017 and 2017

 

7

 

 

 

Notes to Condensed Financial Statements

 

8 - 10

 

 

4
 

 

WINCASH APOLO GOLD & ENERGY, INC.

CONDENSED INTERIM BALANCE SHEETS

AS AT SEPTEMBER 30, 2017 AND JUNE 30, 2016

(Expressed in United States Dollars)

(Unaudited)

 

 

 

September 30,

2017

 

 

June 30,

2017

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash

 

$ 20,557

 

 

$ 9,630

 

Prepayments

 

 

-

 

 

 

11,109

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$ 20,557

 

 

$ 20,739

 

 

 

 

 

 

 

 

 

 

LIABILITIES & STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Other payables and accrued liabilities

 

$ 9,192

 

 

$ 47,567

 

Amount due to a director, unsecured without interest or stated repayment terms

 

 

25,000

 

 

 

126,800

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

34,192

 

 

 

174,367

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Stockholders’ deficit

 

 

 

 

 

 

 

 

Preferred stock, $0.001 par value; 25,000,000 shares authorized; None issued and outstanding

 

 

-

 

 

 

-

 

Common stock, $0.001 par value; 300,000,000 shares authorized; 24,346,042 and 22,072,118 shares issued and outstanding as of September 30, 2017 and June 30, 2016, respectively (Note 6)

 

 

24,346

 

 

 

22,072

 

Additional paid-in capital

 

 

16,111,980

 

 

 

15,955,079

 

Accumulated other comprehensive income

 

 

4,882

 

 

 

4,882

 

Accumulated deficit

 

 

(16,154,843 )

 

 

(16,135,661 )

Total stockholders’ deficit

 

 

(13,635 )

 

 

(153,628 )

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

$ 20,557

 

 

$ 20,739

 

 

Note 3 – Going concern uncertainties

Note 8 – Subsequent events

 

See accompanying notes to the condensed interim financial statements.

 

5
 
Table of Contents

WINCASH APOLO GOLD & ENERGY, INC.

CONDENSED INTERIM STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED SEPTEBMER 30, 2017 AND 2016

(Expressed in United States Dollars)

(Unaudited)

 

 

For the three months ended

September 30,

 

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

Revenues

 

$ -

 

 

$ -

 

Operating expenses

 

 

 

 

 

 

 

 

Stock based compensation

 

 

-

 

 

 

4,000

 

Consulting and professional fees

 

 

-

 

 

 

13,500

 

General and administrative expenses

 

 

14,073

 

 

 

4,652

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

 

14,073

 

 

 

22,152

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

(14,073

 

 

 

(22,152 )

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss)

 

 

 

 

 

 

 

 

Foreign currency translation loss

 

 

-

 

 

 

(3 )

 

 

 

 

 

 

 

 

 

Comprehensive loss

 

$ (14,073

 

 

$ (22,152 )

 

 

 

 

 

 

 

 

 

Net loss per share – Basic and diluted

 

$ (0.00

 

 

$ (0.00 )

 

 

 

 

 

 

 

 

 

Weighted average common stock outstanding – Basic and diluted

 

 

23,678,695

 

 

 

21,996,031

 

See accompanying notes to the condensed interim financial statements.

6
 
Table of Contents

WINCASH APOLO GOLD & ENERGY, INC.

CONDENSED INTERIM STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED SEPTEBMER 30, 2017 AND 2016

(Expressed in United States Dollars)

(Unaudited)

 

 

For the three months ended

September 30,

 

 

 

2017

 

 

2016

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net loss

 

$ (14,073 )

 

$ (22,152 ))

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Stock based compensation

 

 

-

 

 

 

4,000

 

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

Prepayments

 

 

-

 

 

 

1,249

 

Other payables and accrued liabilities

 

 

 

 

 

 

(3,000 )

Net cash used in operating activities

 

 

(14,073 )

 

 

(19,903 )

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Advances from a director

 

 

25,000

 

 

 

21,200

 

Net cash provided by financing activities

 

 

25,000

 

 

 

21,200

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET CHANGE IN CASH

 

 

10,927

 

 

 

1,297

 

Cash, beginning of period

 

 

9,630

 

 

 

8,993

 

Cash, end of period

 

$ 20,557

 

 

$ 10,290

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOWS INFORMATION

 

 

 

 

 

 

 

 

Income taxes paid

 

$ -

 

 

$ -

 

Interest paid

 

$ -

 

 

$ -

 

Non-cash transactions

 

On July 27, 2017, the Company issued 1,811,429 common shares

as settlement of $126,800 in advances made by the director of the

Company and 462,495 common shares as settlement of $32,375 in

Advances by the former director of the Company

 

See accompanying notes to the condensed interim financial statements.

7
 
Table of Contents

   

WINCASH APOLO GOLD & ENERGY, INC.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2017

(Expressed in United States Dollars)

(Unaudited)

1. BASIS OF PRESENTATION

 

 

 

The accompanying unaudited condensed financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Certain information and notes disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosure made are adequate to make the information not misleading.

 

While the information presented in the accompanying interim three months financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of their application as the Company’s June 30, 2017 annual financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Company’s Jun e30, 2017 annual financial statements. Operating results for the three months ended September 30, 2017 are not necessarily indicative of the results that can be expected for the year ended June 30, 2018.

2. ORGANIZATION AND DESCRIPTION OF BUSINESS

 

 

 

Wincash Apolo Gold & Energy, Inc. (“the Company”) was incorporated in March of 1997 under the laws of the State of Nevada primarily for the purpose of acquiring and developing mineral properties.

On September 17, 2014, the Company terminated the Asset Sale & Purchase Agreements with Mr. Tang and Mr. Hu for the acquisition of 24% and 29% equity interest and assets in Everenergy, respectively due to neither Mr. Tang, Mr. Hu or Everenergy had complied various terms and conditions of the Asset Sale & Purchase Agreement. On the same day, the Board of Directors approved the cancellation of the total 19,000,000 shares of restricted common stock at the current market value of $0.12 per share. On October 21, 2014, 11,000,000 shares were returned and effectively cancelled and the Company continues to pursue the return and cancellation of the remaining 8,000,000 shares. Subsequent on October 16, 2016, the Company received and cancelled 6,208,655 shares.

On February 13, 2015, the Company disposed its 100% equity interest in Apolo Gold Direct Limited (formerly known as Apolo Gold & Energy Asia Limited) to (i) Mr. Tommy Tsap Wai Ping, the Chief Executive Officer (“CEO”) and director of the Company, who acquired 50% equity interest, (ii) Mr. Kelvin Chak Wai Man, a relative of the CEO of the Company, who acquired 40% equity interest, and (iii) China Yi Gao Gold Trader Co., Limited, a company incorporated in Hong Kong, which acquired the remaining 10% equity interest, for a consideration of $100.

On June 18, 2015, the Company filed an Amendment to its Articles of Incorporation with the Nevada Secretary of State to change its name from Apolo Gold & Energy, Inc. to Wincash Apolo Gold & Energy, Inc.

The Company will continue to anticipate potential mineral property exploration and other energy related investments. As of September 30, 2017, the Company does not hold any mineral property exploration claims.

   

8
 
Table of Contents

 WINCASH APOLO GOLD & ENERGY, INC.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2017

(Expressed in United States Dollars)

(Unaudited)

3. GOING CONCERN UNCERTAINTIES

 

 

 

These condensed interim financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

 

As of September 30, 2017, the Company has suffered the accumulated deficits of $16,111,979 and had a working capital deficit of $13,635. The Company’s ability to continue as a going concern is dependent upon the continuing financial support from its stockholders or external financing. Management believes the existing stockholders will provide the additional cash to meet with the Company’s obligations as they become due. However, there can be no assurance that the Company will be able to obtain sufficient funds to meet its obligations.

 

These factors raise substantial doubt about the Company’s ability to continue as a going concern. These condensed interim financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern.

 

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

 

 

There have been no changes in accounting policies from those disclosed in the noted to the audited financial statement for the year ended June 30, 2017.

 

5. RECENT ACCOUNTING PRONOUNCEMENTS

 

 

 

The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. 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.

 

6. COMMON STOCK

 

 

 

On December 1, 2015, the Board of Directors of the Company approved to issue 200,000 shares of restricted common stock at $0.08 per share for the rendering of consulting services of $16,000 in a service period of twelve months commencing from December 2015. In August 2016, all 200,000 shares were issued.

 

On July 27, 2017, the Company issued 1,811,429 common shares as settlement of $126,800 in advances made by the director of the Company.

 

On July 27, 2017, the Company issued 462,495 common shares as settlement of $32,375 in advances made by the former director of the Company.

 

There were no stock options, warrants or other potentially dilutive securities outstanding as of September 30, 2017 and June 30, 2016.

 

As of September 30, 2017, there were 24,146,042 shares of common stock issued and outstanding.

  

9
 
Table of Contents

 

 WINCASH APOLO GOLD & ENERGY, INC.

NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2017

(Expressed in United States Dollars)

(Unaudited)

 

7. RELATED PARTY TRANSACTIONS

 

 

 

For the three-month ended September 30, 2017 the Company paid $6,000 (2016 - $3,750) to a company controlled by an officer of the Company for accounting services.

 

The related party transactions are transacted in an arm-length basis at the current market value in the normal course of business.

 

8. SUBSEQUENT EVENTS

 

 

1. On September 29, 2017, the Company issued 20,000,000 shares of common stock at 0.05 per share for gross proceeds of $100,000.

 

 

 

 

2. On October 12, 2017, the Company issued 20,000,000 shares of its common stock at $0.05 per share for gross proceeds of $100,000.

 

 

 

 

3. On October 12, 2007, the Company exchanged 20,000,000 shares of its common stock 50,000 shares of the common stock of Gain First Group Corporation (“Gain First”), a corporation formed under the laws of the British Virgin Islands. As a result of that transaction, Gain First is now a wholly owned subsidiary of the Company.

   

 
10
 
Table of Contents

 

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations/Plan of Operation General Overview

 

Forward Looking Statements

 

This Quarterly Report on Form 10-Q contains forward-looking statements. These statements relate to future events or our future financial performance. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results or to changes in our expectations.

 

Available Information

 

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports that we file with the U.S. Securities and Exchange Commission (SEC) are available at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

 

History

 

Wincash Apolo Gold & Energy Inc. (“Company”) was incorporated in March 1997 under the laws of the State of Nevada. Its objective was to pursue mineral properties in South America, Central America, North America and Asia. The Company incorporated a subsidiary: Compania Minera Apologold, C.A in Venezuela to develop a gold/diamond mining concession in Southeastern Venezuela. Project was terminated in August 2001, due to poor testing results and the property abandoned. This subsidiary company has been inactive since 2001 and will not be reactivated.

 

On April 16, 2002, the Company announced the acquisition of the mining rights to a property known as the Napal Gold Property, (“NUP”). This property is located 48 km south-west of Bandar Lampung, Sumatra, Indonesia. The property consisted of 733.9 hectares and possessed a Production Permit (a KP) # KW. 098PP325.

 

The terms of the Napal Gold Property called for a total payment of $375,000 US over a six-year period of which a total of $250,000 have been made to date. Company paid $250,000 over the past 5 years and subsequent to the year ending June 30, 2008 the Company terminated its agreement on the NUP property and returned all exploration rights to the owner.

 

On December 11, 2013, the Company acquired 70% interest in three gold exploration claims located in China’s Xinjiang Province from Yinfu Gold Corp. (“Yinfu”). The Company issued 6,000,000 shares of restricted common stock for the claims at $0.20 per share for the consideration of $1,200,000. On January 19, 2015, the Company and Yinfu reached a mutual agreement to terminate the acquisition at the current market value of $0.10 per share and therefore an investment loss of $600,000 was resulted. On February 3, 2015, all 6,000,000 shares of restricted common stock were returned and effectively cancelled.

 
11
 
Table of Contents

On December 23, 2013, the Company acquired 24% interest in Jiangxi Everenergy New Material Co., Ltd. (“Everenergy”) for a consideration of $4,000,000. The consideration was settled with the issuance of 8,000,000 shares of restricted common stock at a deemed price of $0.375 per share, plus $1,000,000 in cash.

 

On February 19, 2014, the Company acquired an additional 29% interest in Everenergy for a consideration of $4,950,000. The consideration was settled with the issuance of 11,000,000 shares of restricted common stock at a deemed price of $0.45 per share.

 

On September 17, 2014, the Company cancelled both transactions with Everenergy at the current market value of $0.12 per share and requested the return of $1,000,000 cash payment. The 11,000,000 shares were effectively cancelled on October 21, 2014 and the Company continues to pursue the return and cancellation of the remaining 8,000,000 shares. On October 16, 2016, the Company received and cancelled 6,208,655 shares. For the year ended June 30, 2015, the Company could not recover the $1,000,000 cash payment and therefore a total investment loss of $6,670,000 was resulted.

 

On February 13, 2015, the Company disposed its 100% equity interest in Apolo Gold Direct Limited (formerly Apolo Gold & Energy Asia Limited) to (i) Mr. Tommy Tsap Wai Ping, who acquired 50% equity interest. Mr. Tsap Wai Ping became the Chief Executive Officer (“CEO”) and director of the Company on December 1, 2015. (ii) Mr. Kelvin Chak Wai Man, the former president, CEO and director of the Company and a relative of the current CEO of the Company, acquired 40% equity interest, and (iii) China Yi Gao Gold Trader Co., Limited, a company incorporated in Hong Kong, which acquired the remaining 10% equity interest, for a consideration of $100.

 

On June 4, 2015, the Company issued 6,000,000 shares of restricted common stock at $0.10 per share for the rendering of business and strategic consulting services of $600,000 in a service period of twelve months commencing from June 2015. For the years ended June 30, 2016 and 2015, the Company amortized $550,000 and $50,000, respectively to the operations using the straight-line method.

 

On June 9, 2015, the Company issued 400,000 shares of restricted common stock at $0.10 per share for the rendering of administrative consulting services of $40,000. As of June 9, 2015, the current market value was $0.10 per share.

 

On June 18, 2015, the Company filed an Amendment to its Articles of Incorporation with the Nevada Secretary of State to change its name from Apolo Gold & Energy, Inc. to Wincash Apolo Gold & Energy, Inc.

 

On June 26, 2015, the Board of Directors of the Company approved to issue 340,000 shares of restricted common stock at $0.15 per share to settle a debt of $51,000 owed to the Chief Executive Officer and director of the Company. All 340,000 shares were issued subsequently on July 2, 2015. As of June 26, 2015, the current market value was $0.16 per share.

 

On December 1, 2015, the Board of Directors of the Company approved the issuance of 200,000 shares of restricted common stock at $0.08 per share for the rendering of consulting services of $16,000 in a service period of twelve months commencing from December 2015. For the nine months ended March 31, 2017, all 200,000 shares have been issued and the Company amortized $6,667 to the operations using the straight-line method.

 

On July 27, 2017, the Company issued 1,811,429 common shares as settlement of $126,800 in advances made by the director of the Company.

 

On July 27, 2017, the Company issued 462,495 common shares as settlement of $32,375 in advances made by the former director of the Company.

 

On October 12, 2017 the Company closed a private placement and issued 20,000,000 shares of its common stock in exchange for a payment of $100,000.00 in cash.

 

On October 12, 2017 the Company exchanged 20,000,000 shares of its common stock for 50,000 shares of the common stock of Gain First Group Corporation ("Gain First"), a Corporation formed under the laws of the British Virgin Islands. As a result of that transaction, Gain First became a wholly owned subsidiary of the Company. Gain First is a newly formed startup Company with nominal assets. It has signed a sole agency agreement with De Lassalle Ltd. (“De Lasalle”) whereby Gain First is to market and sell De Lasalle’s wine products in China

 

On October 31, 2017, the Company announced that it has appointed KR Margetson, Ltd., CPA’s (“KRM”) as the Company’s independent auditors for the 2018 fiscal year ending June 30, 2018, replacing Weld Asia Associates (“WAA”).

 

 
12
 
Table of Contents

Results of Operations –Three months ended September 30, 2017 compared to the three months ended September 30, 2016

 

REVENUES: The Company had no revenues generated for the three months ended September 30, 2017 and 2016.

 

EXPENSES:

During the three months ended September 30, 2017 and 2016, the Company incurred a loss of $14,073 and $19,903, respectively.

 

The Company continues to carefully control its expenses, and intends to seek additional financing both for potential business opportunities it may develop. There is no assurance that the Company will be successful in its attempts to raise additional capital.

 

The Company has no employees in its head office at the present time other than its Officers and Directors, and engages personnel through consulting agreements where necessary as well as outside attorneys, accountants and technical consultants.

Cash and cash equivalents as of September 30, 2017 was $20,557 (June 30, 2016 - $9,630) and the Company recognizes it may not have sufficient funds to conduct its affairs. It fully intends to seek financing by way of loans, private placements or a combination of both in the coming months. The Company is dependent on its directors to provide necessary funding when required.

 

LIQUIDITY AND CAPITAL RESOURCES

 

Cash Used in Operating Activities

 

Net cash used in operating activities for the three months ended September 30, 2017 and 2016 was $14,073 and $19,903, respectively, a decrease of $5,830. The net cash used in operating activities are mainly attributed from the net loss of $14,073 incurred for the quarter ended September 30, 2017.

 

Cash Used in Investing Activities

 

There was no cash used in or generated from investing activities for three months ended September 30, 2017 and 2016.

 

Cash Provided by Financing Activities

 

Net cash provided by financing activities for the three months ended September 30, 2017 and 2016 was $25,000 and $21,200, respectively. The net cash provided by financing activities are mainly attributed from the advances from the director of the Company.

 

The Company has financed its development to date by way of sale of common stock and with loans from directors/shareholders of the Company. As of October 17, 2016, the Company had 26,137,387 shares of common stock outstanding, and has raised total capital since inception in excess of $7,500,000.

   

The Company has limited financial resources at September 30, 2017 with cash and cash equivalents of $9,192 and $47,567 as of June 30, 2016.

 

As of September 30, 2017, the amount due to a director was $25,000. As of June 30, 2016, the amount due to a director was $126,000. The amounts were unsecured, interest free and have no fixed terms of repayment.

 

While the Company continues to seek out additional capital, there is no assurance that they will be successful in completing this necessary financing. The Company recognizes that it is dependent on the ability of its management team to obtain the necessary working capital required.

 

While in the pursuit of additional working capital, the Company is also very active in reviewing other resource development opportunities and will continue with these endeavors.

 

 
13
 
Table of Contents

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements, financings or other relationships.

 

Contractual Obligations and Commitments

 

As of September 30, 2017, we did not have any contractual obligations and commitments.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

The Company does not have any market risk sensitive financial instruments for trading or other purposes. All Company cash is held in insured deposit accounts.

 

ITEM 4. CONTROLS AND PROCEDURES

 

(a) Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 

Management, including our Principal Executive Officer and Principal Financial Officer, assessed the effectiveness of our internal control over financial reporting as of September 30, 2017. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control over Financial Reporting - Guidance for Smaller Public Companies.

 

We identified the following deficiencies which together constitute material weaknesses in our assessment of the effectiveness of internal control over financial reporting as of September 30, 2017.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of September 30, 2017, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and applications of both US GAAP and SEC guidelines, and (iii) inadequate financial statement closing process.

 

It should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance that the objectives of the system are met. In addition, the design of any control system is based in part upon certain assumptions about the likelihood of future events. Because of these and other inherent limitations of control system, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

(b) Changes in internal controls

 

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2017. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2017, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

 

There have been no significant changes in our internal controls or other factors that would significantly affect such controls and procedures subsequent to the date we completed our evaluation. Therefore, no corrective actions were taken.

 

 
14
 
Table of Contents

 

Part II - Other Information

 

Item 1. Legal Proceedings: There are no proceedings to report.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. None

 

Item 3. Default Upon Senior Securities: There are no defaults to report.

 

Item 4. Mine Safety Disclosures: N/A

 

Item 5. Other Information: None

Item 6. Exhibits

31.1

Sarbanes Oxley Section 302 Certification from C.E.O./ C.F.O.

32.1

Sarbanes Oxley Section 906 Certification from C.E.O./ C.F.O.

101

Interactive Data Files

 

 
15
 
Table of Contents

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: November 20, 2017

/s/ Chow Wing Fai

Chow Wing Fai, Chairman/CEO

 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature

Title Date

Date

/s/ Chow Wing Fai

Chairman, CEO, Director

November 20, 2017

/s/ Chow Wing Fai

Chow Wing Fai

Chief Financial Officer

November 20, 2017

 

 

16