Attached files
| file | filename |
|---|---|
| EX-32 - EX-32 - Luxxo, Inc. | ex32.htm |
| EX-31 - EX-31 - Luxxo, Inc. | ex31.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
| [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. |
FOR THE FISCAL YEAR ENDED August 31, 2019
OR
| [ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
COMMISSION FILE NUMBER: 333-215528
Luxxo, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 38-4015038 | ||
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | ||
| Bukit Jalil City Signature Shop-Offices, N-9-1, N-9-2, N-9-3, Pusat Perdagangan Bandar Bukit Jalil, Persiaran Jalil 2, 57000 Kuala Lumpur, Malaysia | 59200 | ||
| (Address of Principal Executive Offices) | (Zip Code) |
Securities to be registered under Section 12(b) of the Act: None
Securities to be registered under Section 12(g) of the Exchange Act:
| Title of each class | Name of each exchange on which registered |
|||
| Common Stock, $.0001 | N/A |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [X] No
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.
[X] Yes [ ] 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 (§ 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).
[X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[ ]
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.
| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated
filer ☒ | ||
| Smaller reporting company ☒ | 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. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[X] Yes [ ] No
As of February 28, 2019, the aggregate market value of the voting common stock held by non-affiliates of the Registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was approximately $0.
As of January 2, 2020, there were 270,000,000 shares of the Registrant’s common stock, par value $0.0001 per share, issued and outstanding. As of January 2, 2020 there were no shares of preferred stock issued and outstanding.
TABLE OF CONTENTS
PART I
Corporate History
Luxxo, Inc., Formerly known as “Global Bridge Capital, Inc.,” was incorporated under the laws of the State of Delaware on August 22, 2016.
On August 23, 2016 Tan Yu Chai was appointed Chief Executive Officer (CEO), Chief Financial Officer (CFO) Chief Accounting Officer (CAO) and a Director of the Company.
On August 23, 2016 Goh Hock Seng was appointed President and a Director of the Company.
On August 23, 2016 the Company issued 5,000,000 shares of restricted common stock at par value ($0.0001 per share) to each Tan Yu Chai and Goh Hock Seng. The shares were issued as founding shares. No monies were paid for the shares.
On December 13, 2016 Tan Yu Chai resigned as Chief Financial Officer (CFO) and Chief Accounting Officer (CAO) of the Company.
On December 13, 2016 Phang Kuang Yoang was appointed Chief Financial Officer (CFO) and Chief Accounting Officer (CAO) of the Company.
On August 22, 2017 we entered into an agreement (“the agreement”) with Phillip David Huber, a North Carolina resident, to purchase 100% of the equity interest of C.E. Hutchison & Company (d/b/a The Hutchison Company), a North Carolina corporation.
On July 27, 2018, both of the aforementioned parties agreed to terminate the agreement and not go forward with the transaction. In connection with the termination of the agreement, the Company paid Phillip David Huber fifteen thousand five hundred and ninety dollars ($15,590.00). The payment is deemed to include and settle all claims in connection with the cancellation of the agreement.
On September 1, 2017, the Board approved the appointment of Jeremy Mah Waye Shawn as our Chief Investment Officer, with an effective date of appointment on September 1, 2017.
On December 15, 2017, the Company set up and acquired 100% of the membership interests of Global Bridge Asset Management LLC, a Delaware Limited Liability Company. Global Bridge Asset Management LLC has no assets, and no operations yet at this time.
On February 9, 2018 Jeremy Mah Waye Shawn and Phang Kuang Yoang were each appointed as a Director by the Board of Directors with unanimous approval.
On February 9, 2018 the board unanimously approved to issue the following number of shares of restricted common stock to each of the respective individuals. All shares were issued for services rendered to the Company, and no monies were paid for any shares. Shares were issued at par value $0.0001 on February 9, 2018.
1) Jeremy Mah Waye Shawn - 3,750,000 restricted shares of common stock
2) Phang Kuang Yoang - 1,250,000 restricted shares of common stock
3) Benny Lee Joo Chai - 1,000,000 restricted shares of common stock
4) Dennis Patrick McMahon - 100,000 restricted shares of common stock
Benny Lee Joo Chai and Dennis Patrick McMahon are business associates of the aforementioned parties.
On October 23, 2018, Mr. Tan Yu Chai resigned as Director.
On July 1, 2018, the Company entered into an LLC Membership Assignment agreement with Invinity Group Berhad, a company controlled by former officers and major shareholders of the company, Jeremy Mah Waye Shawn, Goh Hock Seng and Benny Lee Joo Chai. The result of the agreement was that the Company assigned, transferred, and conveyed 100% of the rights, title and interest in Global Bridge Asset Management, LLC , a Delaware Limited Liability Company, to Invinity Group Berhad. This agreement left the Company with no interest in Global Bridge Asset Management, LLC. There was no consideration rendered to the company resulting from this agreement.
On October 23, 2018, Mr. Phang Kuang Yoang resigned as President and Director.
On October 21, 2018, Phang Kuang Yoang, a shareholder of Global Bridge Capital, entered into a Share Purchase Agreement with Benny Lee Joo Chai. Pursuant to this agreement Phang Kuang Yoang transferred 1,250,000 shares of our common stock to Benny Lee Joo Chai in consideration of $125.00.
On October 21, 2018, Dennis Patrick McMahon, a shareholder of Global Bridge Capital, entered into a Share Purchase Agreement with Benny Lee Joo Chai. Pursuant to this agreement Dennis Patrick McMahon transferred 100,000 shares of our common stock to Benny Lee Joo Chai in consideration of $10.00.
On October 21, 2018, Jeremy Mah Waye Shawn, a shareholder of Global Bridge Capital, entered into a Share Purchase Agreement with Benny Lee Joo Chai. Pursuant to this agreement Jeremy Mah Waye Shawn transferred 3,750,000 shares of our common stock to Benny Lee Joo Chai in consideration of $375.00.
On October 21, 2018, Goh Hock Seng, a shareholder of Global Bridge Capital, entered into a Share Purchase Agreement with Benny Lee Joo Chai. Pursuant to this agreement Goh Hock Seng, transferred 5,000,000 shares of our common stock to Benny Lee Joo Chai in consideration of $500.00.
On October 21, 2018, Tan Yu Chai, a shareholder of Global Bridge Capital, entered into a Share Purchase Agreement with Benny Lee Joo Chai. Pursuant to this agreement Tan Yu Chai, transferred 5,000,000 shares of our common stock to Benny Lee Joo Chai in consideration of $500.00.
On October 22, 2018, Benny Lee Joo Chai, a shareholder of Global Bridge Capital, entered into a Share Purchase Agreement with Ch’ng Wee Ling. Pursuant to this agreement Benny Lee Joo Chai, transferred 4,025,000 shares of our common stock to Ch’ng Wee Ling in consideration of $402.50.
On October 22, 2018, Benny Lee Joo Chai, a shareholder of Global Bridge Capital, entered into a Share Purchase Agreement with Lim Wei Foon. Pursuant to this agreement Benny Lee Joo Chai, transferred 4,025,000 shares of our common stock to Lim Wei Foon in consideration of $402.50.
On October 22, 2018, Benny Lee Joo Chai, a shareholder of Global Bridge Capital, entered into a Share Purchase Agreement with Ee Ewe Chuan. Pursuant to this agreement Benny Lee Joo Chai, transferred 4,025,000 shares of our common stock to Ee Ewe Chuan in consideration of $402.50.
On October 22, 2018, Benny Lee Joo Chai, a shareholder of Global Bridge Capital, entered into a Share Purchase Agreement with Tan Boon Yew. Pursuant to this agreement Benny Lee Joo Chai, transferred 4,025,000 shares of our common stock to Tan Boon Yew in consideration of $402.50.
The aforementioned sale(s) of shares were exempt from registration in accordance with Regulation S of the Securities Act of 1933, as amended ("Regulation S") because the above sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.
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On October 23, 2018, the board voted in favor of removing Tan Yu Chai from his position with the Company as Chief Executive Officer, and Phang Kuang Yoang from his position as Chief Financial and Accounting Officer.
On October 23, 2018, Mr. Goh Hock Seng resigned as President and Director.
On October 23, 2018, Mr. Jeremy Mah Waye Shawn resigned as Chief Investment Officer and Director.
On October 23, 2018, Ch'ng Wee Ling, Lim Wei Foon, Ee Ewe Chuan and Tan Boon Yew were appointed Directors of the Company.
On October 23, 2018, Ch'ng Wee Ling was appointed President of the Company.
On October 23, 2018, Lim Wei Foon was appointed Chief Financial Officer and Chief Accounting Officer of the Company.
On October 23, 2018, Ee Ewe Chuan was appointed Chief Executive Officer of the Company.
On October 23, 2018, Tan Boon Yew was appointed Chief Marketing Officer of the Company.
On October 24, 2018, the Company’s Board of Directors approved to change the name of the Company from “Global Bridge Capital, Inc.” to “Luxxo, Inc.” The name change was also approved by a majority shareholder vote without conducting a shareholders’ meeting as permitted by the Delaware Corporation Act.
On October 24, 2018, we filed a Certificate of Amendment with the Delaware Secretary of State to change our name to Luxxo, Inc.
On December 13, 2018 we ceased all previous business activities relating to, what is now, our previous business plan. On the same day we adopted a new business plan, which we seek to carry out, which is detailed herein, beginning on page three. Presently, and going forward, we intend to provide services relating to medical tourism in South East Asia.
During the months of July and August of 2019, the Company sold 253,900,000 shares of restricted common stock at par value, $0.0001 per share, to approximately 567 non-US investors. Of this amount, 225,300,000 shares were sold to related parties, 183,900,000 shares were sold to the four officers/directors, 390,000 shares were sold to relatives of the four officers/directors, and 41,010,000 shares were sold to companies with common ownership. The total capital raised from the aforementioned offering was $25,390. However, the shares were not issued until September 2019 and payments for the share purchases were not received by the Company until November and December 2019. As of the date of this annual report, the Company has received wire payments to the Company’s corporate bank account totaling $22,441.50 from thirteen shareholders. Also, foreign funds equivalent to $2,948.50 are being held on trust by the attorney for the Company.
The Company plans to use the above funds for working capital and general corporate expenses.
The aforementioned sale(s) of shares were exempt from registration in accordance with Regulation S of the Securities Act of 1933, as amended ("Regulation S") because the above sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.
Our principal executive offices are located at Bukit Jalil City Signature Shop-Offices, N-9-1, N-9-2, N-9-3, Pusat Perdagangan Bandar Bukit Jalil, Persiaran Jalil 2, 57000 Kuala Lumpur, Malaysia.
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Current Business Information
Luxxo, Inc. aims to become a leading medical tourism provider in South East Asia and, over time, develop into a world-class wellness hub. Leveraging Malaysia’s status as what is, in the Company’s opinion, one of the top choices for tourists seeking quality medical treatment, and our commitment to hiring employees with medical expertise coupled with our intention to utilize advanced medical technology we hope to provide comprehensive services with top-notch quality. Any and all plans for hiring employees and what specific technology we will be utilizing remains in the planning stages. We intend to call our future location the Luxxo Wellness City, although any and all plans pertaining to the Luxxo Wellness City remain in the planning stages. We intend for the Luxxo Wellness City to be located in the state of Malacca. We have significant steps to take in order to establish a facility in Malacca, and we cannot guarantee with any level of certainty that we will be successful in our future endeavors.
Services
At Luxxo Wellness City, we intend for patients to have access to niche services and treatments that will be customized to their needs from experienced medical specialists. The exact services that our patients will have access to has yet to be determined at this point in time.
With customer experience as a priority, Luxxo intends to organize extensive services for inbound patients including travel arrangements, schedule for consultations between patients and doctors, procedures as well as admissions.
While the specific services have yet to be determined, at this point in time Luxxo intends to take steps towards providing future niche services focused on the following key treatments:
Preventive Care
- Care focused on prevention of illnesses and diseases.
Regenerative Medicine
- Therapies that regenerate or replace injured or defective cells, tissues even possibly organs to restore or establish function and structures.
Assisted Living
- Basic care and assistance by caregivers for medical support and attention throughout the day.
Lifestyle Healthcare
- Overall health and quality of life improvements designed to help manage health concerns.
Over the course of the last fiscal year, we have made no progress in furthering our business objectives, and we cannot make any assurances as to when we will begin to do so, nor can we estimate how long it will take to fully implement our business plan with any level of specificity at this point in time.
Target Customers
In the future, Luxxo Wellness City is expected to primarily target customers from China, Middle Eastern countries, neighboring countries as well as western countries seeking to receive treatment abroad in a resort environment. In general, the target customers will range between the ages of 30-65.
Competitive Advantages
While every aspect of future operations remains in the planning stages at present, Luxxo Wellness City intends to distinguish itself from its competitors by focusing on the 4 key treatment areas and providing an exclusive and natural environment for its customers. Additionally, the systems used for its operation intend to utilize advanced automation platforms such as booking applications, recognition systems and various other medical technologies that are developed locally. At present, this is just a speculative plan, and no steps have been taken to identify specifically what technologies will be utilized by the Company.
Marketing Plan
We intend to become a comprehensive medical tourism wellness hub that intends to offer its clients premium services through unidentified strategic collaborations with selected credible partners or merchants. Luxxo Wellness City also intends to develop brand awareness among clients by organizing promotional or networking events and advertising in exclusive print or online publications to reach the targeted audience. Luxxo also intends to hire Public Relations managers to generate publicity. All of the above marketing plans have not been determined with any level of specificity and remain in the planning stages.
Operational Plan
Luxxo plans to operate from an office located in Kuala Lumpur that will allow for gradual expansion as the organization head count grows over time or until the hub is built. Luxxo may also establish an affiliate office abroad such as in China, Dubai or Singapore to meet customers’ needs before their travels to Malaysia.
Current and Future plans
The management team of Luxxo is currently in discussion with several medical services providers on possible strategic acquisitions within Malaysia under the ‘Luxxo’ brand. Plans for any specific acquisitions have not been determined at this point in time. It is the intention of the Company to begin operations over the course of the next five years, but it is impossible to predict with any level of certainty how long it will take for our operations to commence, as we remain in the planning stages for every aspect of our business plan. Over the past fiscal year we have made no progress to our business plan, and we cannot predict, with any further level of certainty, when we will begin to do so.
Our current and future plans require additional funding, of which we do not have on hand to meet the business objectives detailed herein. We are exploring options for funding but have no sources of potential funding that seem suitable or plausible at this time.
Employees
As of January 2, 2020, we have four employees, Mr. Ch’ng Wee Ling, Ms. Lim Wei Foon, Mr. Ee Ewe Chuan and Mr. Tan Boon Yew.
Currently, all of our employees, whom also happen to be our Officers and Directors, all have the flexibility to work on our business up to 40 hours per week, but are prepared to devote more time if necessary.
We do not presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our Officers/or Directors and or employees.
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Risks Relating to Our Company and Our Industry
Our business plan is speculative in nature, and it is possible that any and all of our current plans may change as our operations progress.
Our current business plan is not fully developed. While we have a general plan, there are many details that we have yet to plan in any level of detail. It is possible that our current plans will not be feasible, and it is also possible that we may need to change any and all aspects of our business plan depending on any number of as of yet unforeseen circumstances. We have made no material progress to furthering our business plan, and cannot determine what changes, if any, will be required when we begin to do so.
We have significant steps to take to carry out our business plan. To carry out our business plan, in any capacity, we require additional funding.
To carry out our business plan, or any of our proposed plans for that matter, we require additional funding. We have no sources of funding and are exploring options on where to obtain funding to meet our business objectives. There is no guarantee we will find funding in any capacity. A lack of funding may cause us to curtail, or suspend operations entirely. This may cause an investor in our common stock to lose some or all of their investment.
We do not currently have a fully developed marketing plan, and as such we may not generate as much revenue as we anticipate.
Presently, we do not have a definitive marketing plan to acquire clients. Every aspect of our business plan remains in the planning stages, and we are currently considered a shell company. It will take us time to develop a concrete marketing plan, and in the interim we will likely not be generating significant revenue or, in a worst case scenario, any revenue at all. We cannot determine when we will have a fully developed marketing plan with any level of certainty.
Due to the fact that we have entered into a highly competitive industry, and we will be competing against companies with greater resources and an established network, we may have a difficult time penetrating the market.
Our new competitors have been in the medical tourism industry for far longer than we have. They also have an existing client base, relevant company history, greater capital resources, an established brand, and any number of other factors. We may have a difficult time gaining the market share we are seeking. We will need to devote significant effort in the future to ensure that we can compete with established competitors successfully, and that we can generate and retain clients when competing against these other companies. In the event that we are not able to compete successfully, we may be forced to change our business plan and or scale down our operations. Further, we will need to finalize our new business plan in its entirety before we can even begin to contemplate competing effectively against established market participants.
Due to the fact that our officers and directors conduct outside activities the attention and efforts of our officers and directors are not solely focused upon Luxxo, Inc., which could create potential conflicts of interest.
While our officers and directors intend to devote as much time as necessary to the success and development of Luxxo, Inc., they do have outside interests that require a portion of their time every week. Although we believe their time, resources, and effort to be allocated appropriately to allow for the Company’s future success, there can be no guarantee that their priorities will not shift in the future. In the event that their outside interests begin to take precedence over their positions in Luxxo, Inc. the Company may not experience the growth and success that is anticipated. Additionally, although we have no knowledge of any business opportunities for any of the outside interests of our Officers and Directors that are in conflict with the activities of Luxxo, Inc., it is possible that in the future such conflicts of interest may arrive. Conflicting business opportunities could significantly alter the focus and priorities of our Officers and Directors that cannot fully be predicted at this point in time. In this event either corrective action will have to be taken or, in a worst case scenario, investors could lose all or part of their investments.
Shareholders who hold unregistered shares of our common stock are subject to resale restrictions pursuant to Rule 144, due to our status as a “Shell Company.”
Pursuant
to Rule 144 of the Securities Act of 1933, as amended (“Rule 144”), a “shell company” is defined as a
company that has no or nominal operations; and, either no or nominal assets; assets consisting solely of cash and cash equivalents;
or assets consisting of any amount of cash and cash equivalents and nominal other assets. As such, because we have nominal assets,
we are still considered a “shell company” pursuant to Rule 144 and as such, sales of our securities pursuant to Rule
144 are not able to be made until we have ceased to be a “shell company” and we are subject to Section 13 or 15(d)
of the Securities Exchange Act of 1934, as amended, and have filed all of our required periodic reports for at least the previous
one year period prior to any sale pursuant to Rule 144; and a period of at least twelve months has elapsed from the date “Form
10 information” (i.e., information similar to that which would be found in a Form 10 Registration Statement filing with
the SEC has been filed with the Commission reflecting the Company’s status as a non-“shell company.”
Because none of our non-registered securities can be sold pursuant to Rule 144, until one year after filing Form 10 like information
with the SEC any non-registered securities we sell in the future or issue to consultants or employees, in consideration for services
rendered or for any other purpose will have no liquidity until and unless such securities are registered with the Commission and/or
until 12 months after we cease to be a “shell company” and have complied with the other requirements of Rule 144,
as described above. As a result, it may be harder for us to fund our operations and pay our consultants with our securities instead
of cash. Furthermore, it will be harder for us to raise funding through the sale of debt or equity securities unless we agree
to register such securities with the Commission, which could cause us to expend additional resources in the future. Our status
as a “shell company” could prevent us from raising additional funds, engaging consultants, and using our securities
to pay for any acquisitions (although none are currently planned), which could cause the value of our securities, if any, to decline
in value or become worthless.
Our success depends substantially on the continuing efforts of our senior executives and other key personnel, and our business may be severely disrupted if we lose their services.
Our future success heavily depends upon the continued services of our senior executives and other key employees. If one or more of our senior executives or key employees are unable or unwilling to continue in their present positions, it could disrupt our business operations, and we may not be able to replace them easily or at all. In addition, competition for senior executives and key personnel in our industry is intense, and we may be unable to retain our senior executives and key personnel or attract and retain new senior executives and key personnel in the future, in which case our business may be severely disrupted.
We expect our quarterly financial results to fluctuate.
We expect our net sales and operating results to vary significantly from quarter to quarter due to a number of factors, including changes in:
• General Economic Conditions;
• Any and all costs associated with developing our business plan;
• Our ability to effectively implement any steps that we deem may be appropriate to further our as of yet incomplete business plan;
• Administrative Costs.
As a result of the variability of these and other factors, our operating results in future quarters may be below the expectations of public market analysts and investors.
Our Professional reputation will be critical to our business going forward, and any harm to our reputation could decrease the amount of business we can acquire, which could have a material adverse effect on our future revenue and growth prospects.
Our reputation and our relationships with our future clients is a key factor in growing our revenue and increasing the number of consulting contracts we can consummate. Negative press reports regarding poor contract performance, employee misconduct, dissatisfied clients, or any number of negative events could substantially harm our reputation and make it more difficult for us to acquire future clients. Due to the ease of acquiring information provided by the internet this risk is particularly pertinent, as negative client feedback could be posted online and available to anyone who researches our Company. In the event that our reputation is substantially harmed we may acquire less revenue than we anticipate and in a worst case scenario may be forced to cease operations entirely.
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The recently enacted JOBS Act will allow the Company to postpone the date by which it must comply with certain laws and regulations intended to protect investors and to reduce the amount of information provided in reports filed with the SEC.
The recently enacted JOBS Act is intended to reduce the regulatory burden on “emerging growth companies”. The Company meets the definition of an “emerging growth company” and so long as it qualifies as an “emerging growth company,” it will, among other things:
-be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting firm provide an attestation report on the effectiveness of its internal control over financial reporting;
-be exempt from the "say on pay” provisions (requiring a non-binding shareholder vote to approve compensation of certain executive officers) and the "say on golden parachute” provisions (requiring a non-binding shareholder vote to approve golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations) of The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and certain disclosure requirements of the Dodd-Frank Act relating to compensation of Chief Executive Officers;
-be permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and instead provide a reduced level of disclosure concerning executive compensation; and
-be exempt from any rules that may be adopted by the Public Company Accounting Oversight Board (the “PCAOB”) requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements.
Although the Company is still evaluating the JOBS Act, it currently intends to take advantage of all of the reduced regulatory and reporting requirements that will be available to it so long as it qualifies as an “emerging growth company”. The Company has elected not to opt out of the extension of time to comply with new or revised financial accounting standards available under Section 102(b)(1) of the JOBS Act. Among other things, this means that the Company's independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of the Company's internal control over financial reporting so long as it qualifies as an “emerging growth company”, which may increase the risk that weaknesses or deficiencies in the internal control over financial reporting go undetected. Likewise, so long as it qualifies as an “emerging growth company”, the Company may elect not to provide certain information, including certain financial information and certain information regarding compensation of executive officers, which would otherwise have been required to provide in filings with the SEC, which may make it more difficult for investors and securities analysts to evaluate the Company. As a result, investor confidence in the Company and the market price of its common stock may be adversely affected.
Notwithstanding the above, we are also currently a “smaller reporting company”, meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. In the event that we are still considered a “smaller reporting company”, at such time are we cease being an “emerging growth company”, the disclosure we will be required to provide in our SEC filings will increase, but will still be less than it would be if we were not considered either an “emerging growth company” or a “smaller reporting company”. Specifically, similar to “emerging growth companies”, “smaller reporting companies” are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, being required to provide only two years of audited financial statements in annual reports. Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze the Company’s results of operations and financial prospects.
We are an “emerging growth company” under the JOBS Act of 2012, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.
We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates.
We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million.
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Risks Relating to the Company’s Securities
We may never have a public market for our common stock or may never trade on a recognized exchange. Therefore, you may be unable to liquidate your investment in our stock.
There is no established public trading market for our securities. Our shares are not and have not been listed or quoted on any exchange or quotation system.
In order for our shares to be quoted, a market maker must agree to file the necessary documents with the National Association of Securities Dealers, which operates the OTCQB. In addition, it is possible that such application for quotation may not be approved and even if approved it is possible that a regular trading market will not develop or that if it did develop, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.
We may in the future issue additional shares of our common stock, which may have a dilutive effect on our stockholders.
Our Certificate of Incorporation authorizes the issuance of 500,000,000 shares of common stock and 20,000,000 shares of preferred stock, of which 270,000,000 shares of common stock and no shares of preferred stock are issued and outstanding as of January 2, 2020. The future issuance of our common shares may result in substantial dilution in the percentage of our common shares held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.
In the event that a substantial number of our outstanding shares are sold into the open market there may be a potential dilutive effect on our current shareholders. This may cause a decrease in the market price of our stock because there will be more shares issued and outstanding.
In the event that a substantial number of our outstanding shares are sold into the open market it may have a dilutive effect on our current shareholders. It may also result in a decrease in the price of our common stock since there will be more shares of common stock issued and outstanding.
We may issue shares of preferred stock in the future that may adversely impact your rights as holders of our common stock.
Our Certificate of Incorporation authorizes us to issue up to 20,000,000 shares of preferred stock. Accordingly, our board of directors will have the authority to fix and determine the relative rights and preferences of preferred shares, as well as the authority to issue such shares, without further stockholder approval. Currently there are no shares of Preferred stock issued and outstanding. We have not yet determined how many votes each share of preferred stock will be designated to a security holder of our Preferred Stock at stockholders’ meetings, for all purposes, including election of directors.
Our board of directors could authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock. To the extent that we do issue such additional shares of preferred stock, your rights as holders of common stock could be impaired thereby, including, without limitation, dilution of your ownership interests in us. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult, which may not be in your interest as holders of common stock.
We do not currently intend to pay dividends on our common stock and consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.
We have never declared or paid any cash dividends on our common stock and do not currently intend to do so for the foreseeable future. We currently intend to invest our future earnings, if any, to fund our growth. Therefore, you are not likely to receive any dividends on your common stock for the foreseeable future and the success of an investment in shares of our common stock will depend upon any future appreciation in its value. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares.
We may be exposed to potential risks resulting from requirements under Section 404 of the Sarbanes-Oxley Act of 2002.
As a reporting company we are required, pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, to include in our annual report our assessment of the effectiveness of our internal control over financial reporting. We do not have a sufficient number of employees to segregate responsibilities and may be unable to afford increasing our staff or engaging outside consultants or professionals to overcome our lack of employees.
We do not currently have independent audit or compensation committees. As a result, our directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.
The costs to meet our reporting and other requirements as a public company subject to the Exchange Act of 1934 is and will be substantial and may result in us having insufficient funds to expand our business or even to meet routine business obligations.
As a public entity, subject to the reporting requirements of the Exchange Act of 1934, we will continue to incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements. We estimate that these costs will range up to $35,000 per year for the next few years and will be higher if our business volume and activity increases. As a result, we may not have sufficient funds to grow our operations.
State Securities Laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell Shares.
Secondary trading in our common stock may not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, the common stock cannot be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted.
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Item 1B. Unresolved Staff Comments.
None.
As of the date of this report, the Company is located at Bukit Jalil City Signature Shop-Offices, N-9-1, N-9-2, N-9-3, Pusat Perdagangan Bandar Bukit Jalil, Persiaran Jalil 2, 57000 Kuala Lumpur, Malaysia. Our office space is provided to us rent free by our Officers and Directors.
From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
We are not currently listed on any exchange.
Holders
As of the date of this report, there are five hundred and sixty seven (567) shareholders of record of our common stock and 270,000,000 shares of common stock issued and outstanding.
Dividends and Share Repurchases
We have not paid any dividends to our shareholder. There are no restrictions which would limit our ability to pay dividends on common equity or that are likely to do so in the future.
Issuer Purchases of Equity Securities
None.
Equity Compensation Plan Information
Not applicable.
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Recent Sales of Unregistered Securities; Uses of Proceeds from Registered Securities
During the months of July and August of 2019, the Company sold 253,900,000 shares of restricted common stock at par value, $0.0001 per share, to approximately 567 non-US investors. Of this amount, 225,300,000 shares were sold to related parties, 183,900,000 shares were sold to the four officers/directors, 390,000 shares were sold to relatives of the four officers/directors, and 41,010,000 shares were sold to companies with common ownership. The total capital raised from the aforementioned offering was $25,390. However, the shares were not issued until September 2019 and payments for the share purchases were not received by the Company until November and December 2019. As of the date of this annual report, the Company has received wire payments to the Company’s corporate bank account totaling $22,441.50 from thirteen shareholders. Also, foreign funds equivalent to $2,948.50 are being held on trust by the attorney for the Company.
The Company plans to use the funds for working capital and general corporate expenses.
The aforementioned sale(s) of shares were exempt from registration in accordance with Regulation S of the Securities Act of 1933, as amended ("Regulation S") because the above sales of the stock were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.
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Item 6. Selected Financial Data.
Not applicable because the Company is a smaller reporting company.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.”
These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.
Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.
Business Activities and Plans Going Forward.
On December 13, 2018 we ceased all previous business activities relating to what is now our previous business plan. On the same day we adopted a new business plan, which we seek to carry out, which is detailed herein, beginning on page three.
Presently, and going forward, we intend to provide services relating to medical tourism in South East Asia.
Currently we consider ourselves to be a shell company. We are not, however, a blank check company.
In order to carry out our current business plan we will need additional financing which, at this time, we have no plans for how to reliably obtain. At present we expect there to be significant expenses incurred as we begin to develop our business plan. Our business plan at present remains in the planning stages, and while we have tentative plans to begin operations within the next five years, we cannot accurately forecast with any level of certainty how long it will take us to fully develop our plan or to begin to take steps towards operations and generating revenue. We have made no material steps to further our business plan over the past fiscal year, and cannot determine when we will begin to do so with any level of specificity. At this time we have no source of funding to carry out our proposed business operations.
Revenues and Net Loss
For the year ended August 31, 2019 and August 31, 2018 the Company generated no revenues. For the year ended August 31, 2019 the Company had a net loss of $87,936 also predominantly due to general and administrative expenses. For the year ended August 31, 2018 the Company had a net loss of $173,686, predominantly due to general and administrative expenses.
Loan to Company
On May 15, 2018, related party Global Bridge Holding Limited loaned $172,000 to the Company. Global Bridge Holding Limited is a company controlled and funded by our now former Director, Tan Yu Chai. The loan was forgiven December 24, 2018 and the amount was recorded as additional paid-in capital.
Contributed Capital
During the year ended August 31, 2018, our now former Director, Tan Yu Chai, contributed $118,285 of which $17,985 was paid directly by the director to pay for operating expenses on behalf of the Company and $100,300 in cash was contributed to the Company to fund current and future expenditures.
During the year ended August 31, 2018, related party Global Bridge Holding Limited paid operating expenses on behalf of the Company totaling $58,891. Global Bridge Holding Limited is currently owned and controlled by Tan Yu Chai, Phang Kuang Yoang and Goh Hock Seng.
During the year ended August 31, 2018, related party Global Bridge Capital (M) Sdn Bhd, an entity owned by related party Global Bridge Holding Limited, paid operating expenses on behalf of the Company totaling $805.
During the year ended August 31, 2019, our former Director, Tan Yu Chai, forgave a loan previously made to the Company totaling $172,000. The related party loan forgiven was recorded as additional paid in capital.
During the year ended August 31, 2019, our consulting firm, Invinity Consulting, reimbursed payments made on behalf of the Company totaling $528. In addition, related party Luxxo Holdings Berhard paid expenses on behalf of the Company totaling $64,568. These expenses, consisting mostly of franchise tax, filing fees and professional fees, total $65,096 and are considered contributions to capital and recorded as additional paid in capital due to the fact that these related parties do not require repayment from the Company.
As of August 31, 2019, our now former Directors, Tan Yu Chai and Goh Hock Seng, have provided the Company contributed capital of $160,663 and $12,490, respectively. Related parties Global Bridge PLT, Global Bridge Holding Ltd, and Global Bridge Capital (M) Sdn Bhd, Invinity Consulting and Luxxo Holdings Berhard have provided contributed capital of $15,000, $230,891 , $805, $528 and $64,568 respectively.
Luxxo Holdings Berhad is owned and controlled in equal parts by Ch’ng Wee Ling, Lim Wei Foon, Ee Ewe Chuan and Tan Boon Yew.
Subsequent to August 31, 2019, Luxxo Holdings Berhard paid expenses on behalf of the Company totaling $31,592. These expenses consisted primarily of professional fees and filing fees.
Deposit
On August 22, 2017 the Company entered into an agreement with Phillip David Huber, “seller,” a North Carolina resident, to purchase 100% of the equity interest of C.E. Hutchison & Company (d/b/a The Hutchison Company), a North Carolina corporation. On August 24, 2017 $15,000 was wired, to be held as a deposit per the terms of the agreement. The deposit was funded by related party Global Bridge PLT. On June 13, 2018 a fee of $5,000 was paid to the seller to extend the deadline of the purchase agreement. This deposit was funded by Global Bridge Holding Limited. On July 27, 2018, the Company entered into and consummated a “Settlement and Release Agreement” with the seller. At this time the deposits totaling $15,000 were forfeited and an additional payment to the seller of $15,590 was funded by Global Bridge Holding Limited.
Going Concern Analysis
The Company’s audited consolidated financial statements, included herein, are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.
The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, reoccurring losses, and other adverse key financial ratios.
The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital however, there is not guarantee management will provide sufficient or any funds of any kind. There is also no assurance that management's plan(s) will be successful.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
As a “smaller reporting company”, we are not required to provide the information required by this Item.
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Item 8. Financial Statements and Supplementary Data.
Luxxo, Inc.
FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
| Pages | ||
| Report of Independent Registered Public Accounting Firm | F2 | |
| Consolidated Balance Sheets | F3 | |
| Consolidated Statements of Operations | F4 | |
| Consolidated Statements of Changes in Shareholders’ Equity | F5 | |
| Consolidated Statements of Cash Flows | F6 | |
| Consolidated Notes to Financial Statements | F7-F10 |
- F1 -
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
Luxxo, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Luxxo, Inc. as of August 31, 2019 and 2018, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 31, 2019 and 2018, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern Matter
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ MaloneBailey, LLP
www.malonebailey.com
We have served as the Company's auditor since 2016.
Houston, Texas
December 30, 2019
- F2 -
LUXXO, INC.
CONSOLIDATED BALANCE SHEETS
| August 31, 2019 |
August 31, 2018 | ||||||
| ASSETS | |||||||
| Current Assets | |||||||
| Cash equivalents | $ | 200,705 | $ | 201,405 | |||
| Total Current Assets | 200,705 | 201,405 | |||||
| TOTAL ASSETS | $ | 200,705 | $ | 201,405 | |||
| LIABILITIES & STOCKHOLDERS’ EQUITY | |||||||
| Current Liabilities | |||||||
| Accrued Expenses | $ | 16,730 | $ | 22,130 | |||
| Accounts payable related party | 27,540 | - | |||||
| Loan from related party | - | 172,000 | |||||
| Total Current Liabilities | 44,270 | 194,130 | |||||
| TOTAL LIABILITIES | 44,270 | 194,130 | |||||
| Stockholders’ Equity | |||||||
| Preferred stock, $.0001 par value, 20,000,000 shares authorized; none issued and outstanding as of August 31, 2019 and August 31, 2018 | - | - | |||||
| Common stock, $.0001 par value, 500,000,000 shares authorized, 16,100,000 shares issued and outstanding as of August 31, 2019 and August 31, 2018, respectively | 1,610 | 1,610 | |||||
| Common stock, $.0001 par value, 253,900,000 and 0 shares subscribed as of August 31, 2019 and August 31, 2018. | 25,390 | - | |||||
| Common stock receivable | (25,390) | - | |||||
| Additional Paid in Capital | 484,945 | 247,849 | |||||
| Accumulated Deficit | (330,120) | (242,184) | |||||
| Total Stockholders’ Equity | $ | 156,435 | $ | 7,275 | |||
| TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY | $ | 200,705 | $ | 201,405 | |||
The accompanying notes are an integral part of these consolidated financial statements.
- F3 -
LUXXO, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended August 31, 2019 |
Year Ended August 31, 2018 | |||
| Operating Expenses | ||||
| General and administrative expenses | $ | 87,936 | $ | 173,686 |
| Total Operating Expenses | $ | (87,936) | $ | (173,686) |
| Net Loss | $ | (87,936) | $ | (173,686) |
| Basic and Diluted Loss Per Common Share | $ | (0.01) |
$ |
(0.01) |
| Weighted average number of common shares outstanding | 16,100,000 | 12,502,564 |
The accompanying notes are an integral part of these consolidated financial statements.
- F4 -
LUXXO, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED AUGUST 31, 2019 AND AUGUST 31, 2018
| Common Stock | Par Value Common Stock | Additional Paid-in Capital |
Common Stock Subscribed |
Par Value Common Stock |
Common Stock Receivable |
Accumulated Deficit | Total | ||||||||
| Balance as of August 31, 2017 | 10,000,000 | $ | 1,000 | $ | 69,868 | - | $ | - | $ | - | (68,498) | $ | 2,370 | ||
| Common shares issued for services | 6,100,000 | 610 | - | - | - | - | - | 610 | |||||||
| Expenses paid on behalf of the Company as contribution to capital | - | - | 77,681 | - | - | - | - | 77,681 | |||||||
| Cash received as capital contributions | - | - | 100,300 | - | - | - | - | 100,300 | |||||||
| Net loss | - | - | - | - | - | - | (173,686) | (173,686) | |||||||
| Balance as of August 31, 2018 | 16,100,000 | $ | 1,610 | $ | 247,849 | $ | - | $ | - | $ | - | $ | (242,184) | $ | 7,275 |
| Common stock subscribed | - | - | - | 253,900,000 | 25,390 | (25,390) | - | - | |||||||
| Expenses paid on behalf of the Company as contribution to capital | - | - | 65,096 | - | - | - | - | 65,096 | |||||||
| Related party loan forgiven | - | - | 172,000 | - | - | - | - | 172,000 | |||||||
| Net loss | - | - | - | - | - | - | (87,936) | (87,936) | |||||||
| Balance as of August 31, 2019 | 16,100,000 | $ | 1,610 | $ | 484,945 | 253,900,000 | $ | 25,390 | $ | (25,390) | $ | (330,120) | $ | 156,435 |
The accompanying notes are an integral part of these consolidated financial statements.
- F5 -
LUXXO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended August 31, 2019 |
Year Ended August
31, | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
| Net loss | $ | (87,936) | $ | (173,686) | ||
| Adjustment to reconcile net loss to net cash used in operating activities : | ||||||
| Write-off of deposit held in escrow | - | 15,000 | ||||
| Expenses contributed as capital | 65,096 | 77,681 | ||||
| Stock based compensation | - | 610 | ||||
| Changes in current assets and liabilities: | ||||||
| Accounts payable | 27,540 | - | ||||
| Accrued expenses | (5,400) | 9,500 | ||||
| Net cash provided by (used in) operating activities | (700) | (70,895) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||
| Loan from related party | $ | - | $ | 172,000 | ||
| Capital Contributions | - | 100,300 | ||||
| Net cash provided by financing activities | - | 272,300 | ||||
| Net increase(decrease) in cash equivalents | $ | (700) | $ | 201,405 | ||
| Cash equivalents at beginning of period | 201,405 | - | ||||
| Cash equivalents at end of period | $ | 200,705 | $ | 201,405 | ||
| NONCASH FINANCING AND INVESTING INFORMATION: | ||||||
| Related party loan forgiven | $ | 172,000 | $ | - | ||
| Common stock subscribed | $ | 25,390 | $ | - | ||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION: | ||||||
| Cash paid for: | ||||||
| Interest | $ | - | $ | - | ||
| Income taxes | $ | - | $ | - | ||
The accompanying notes are an integral part of these consolidated financial statements.
- F6 -
LUXXO, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Organization and Description of Business
Global Bridge Capital, Inc., a Delaware corporation (“the Company”) was originally incorporated under the laws of the State of Delaware on August 22, 2016 with the name Global Bridge Capital, Inc.
On December 15, 2017 the Company acquired 100% of the membership interests of Global Bridge Asset Management LLC, a Delaware Limited Liability Company. Global Bridge Asset Management LLC had no assets at August 31, 2018. As of July 1, 2018, the Company no longer has ownership of Global Bridge Asset Management LLC. On July 1, 2018, the Company entered into an LLC Membership Assignment agreement with Invinity Group Berhad, a company with common former officer. The result of the agreement was that the Company assigned, transferred, and conveyed 100% of the rights, title and interest in Global Bridge Asset Management, LLC , a Delaware Limited Liability Company, to Invinity Group Berhad. This agreement left the Company with no interest in Global Bridge Asset Management, LLC. There was no consideration rendered to the company resulting from this agreement.
As of August 31, 2018 we were a Company with a focus on financial services, formed with the goal of becoming one of the premiere financial services companies in South East Asia and China. We intended to offer a variety of services ranging from cross border IPO advisory services, investment banking, asset management, private equity and pre-IPO debt financing for middle-size businesses located in South East Asia and China. We have, however, since terminated the aforementioned plans in their entirety and now currently seek to provide services relating to medical tourism in South East Asia.
On October 24, 2018, the Company’s Board of Directors approved to change the name of the Company from “Global Bridge Capital, Inc.” to “Luxxo, Inc.”
On October 24, 2018, we filed a Certificate of Amendment with the Delaware Secretary of State to change our name to Luxxo, Inc.
On December 13, 2018 we ceased all previous business activities relating to, what is now, our previous business plan. On the same day we adopted a new business plan, which we seek to carry out. Presently, and going forward, we intend to provide services relating to medical tourism in South East Asia.
The Company has elected August 31st as its year end.
Note 2 - Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the financial statements of Global Bridge Capital, Inc.’s former wholly-owned subsidiary, Global Bridge Asset Management LLC, a Delaware Limited Liability Company. Intercompany transactions are eliminated.
Basis of Presentation
This summary of significant accounting policies is presented to assist in understanding the Company's financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America, and have been consistently applied in the preparation of the financial statements.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents at August 31, 2019 and August 31, 2018 were $200,705 and $201,405, respectively. At the time of filing, the Company’s corporate bank account is in New York City. Our four founders, Ch'ng Wee Ling, Lim Wei Foon, Ee Ewe Chuan and Tan Boon Yew have only online access to the bank account and are unable to process payments. The founders, who reside overseas, plan to meet with bank officials in New York toward the end of the first quarter of 2020 to establish full access to the corporate funds. No former directors or any others besides our four founders have access to the corporate bank account, therefore we consider these amounts to be a cash equivalents.
- F7 -
Income Taxes
The Company accounts for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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 income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. No deferred tax assets or liabilities were recognized at August 31, 2019 and 2018.
Basic Earnings (Loss) Per Share
The Company computes basic and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.
The Company does not have any potentially dilutive instruments as of August 31, 2019 and 2018 and, thus, anti-dilution issues are not applicable.
Fair Value of Financial Instruments
The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization.
ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
- Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
- Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
- Level 3 - Inputs that are both significant to the fair value measurement and unobservable.
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of August 31, 2019. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accrued expenses.
- F8 -
Related Parties
The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.
Share-Based Compensation
ASC 718, “Compensation – Stock Compensation”, prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50, “Equity – Based Payments to Non-Employees.” Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date.
The Company had no stock-based compensation plans as of August 31, 2019 and 2018.
The Company’s stock based compensation for the years ended August 31, 2019 and 2018 were $0 and $610, respectively.
Recently Issued Accounting Pronouncements
We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.
Note 3 - Going Concern
The Company’s audited consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.
The Company demonstrates adverse conditions that raise substantial doubt about the Company's ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically operating loss, reoccurring losses, and other adverse key financial ratios.
The Company has not established any source of revenue to cover its operating costs. Management plans to fund operating expenses with related party contributions to capital however, there is not guarantee management will provide sufficient or any funds of any kind. There is also no assurance that management's plan(s) will be successful.
The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classification of liabilities that might be necessary in the event that the Company cannot continue as a going concern.
- F9 -
Note 4 - Income Taxes
Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has net carryforward operating loss of ($240,574) which begins expiring twenty years from when it was incurred. The Company has adopted ASC 740, “Accounting for Income Taxes”, as of its inception. Pursuant to ASC 740 the Company is required to compute tax asset benefits for non-capital losses carried forward. The potential benefit of the net operating loss has not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the loss carried forward in future years.
In December 2017, the Tax Cuts and Jobs Act was enacted, which reduces the U.S. statutory corporate tax rate from a maximum rate of 35% to 21% for tax years beginning after December 31, 2017. The Tax Cuts and Jobs Act resulted in the re-measurement of the federal portion of the Company’s deferred tax assets and valuation allowance as of August 31, 2018 from 35% to the new 21% tax rate.
Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.
Significant components of the Company’s deferred tax assets and liabilities as of August 31, 2019 and 2018 after applying enacted corporate income tax rates, is net operating loss carryforward of $328,510 and $240,574 a valuation allowance of $(68,987) and $(50,521), respectively, which is a total deferred tax asset of $0. The tax filing for the 2018 fiscal year is the only other tax year available for review.
August 31, 2019 |
August 31, 2018 |
||||
| Deferred tax asset, generated from net operating loss at statutory rates | $ | 68,987 | $ | 50,521 | |
| Valuation allowance | $ | (68,987) | (50,521) | ||
| $ | -- | $ | — | ||
The reconciliation of the effective income tax rate to the federal statutory rate is as follows:
| Federal income tax rate | 21.0 | % | |||
| Increase in valuation allowance | (21.0) | % | |||
| Effective income tax rate | 0.0 | % |
Note 5 – Loan from related party
On May 15, 2018, related party Global Bridge Holding Limited loaned $172,000 to the Company. Global Bridge Holding Limited is a company controlled and funded by our now former CEO and Director, Tan Yu Chai. The loan was forgiven December 24, 2018 and the amount was recorded as additional paid-in capital.
Note 6 - Shareholders’ Equity
Preferred Shares
There are 20,000,000 authorized shares of preferred stock with a par value of $.0001. There were no shares of preferred stock outstanding at August 31, 2019 and 2018.
Common Shares
There are 500,000,000 authorized shares of common stock with a par value of $.0001. There were 16,100,000 shares outstanding at August 31, 2019 and August 31, 2018.
On February 9, 2018 the Company issued the following quantities (total 6,100,000) of restricted common stock at par value ($.0001) to the below individuals in exchange for services rendered to the Company. These common shares were valued at $610.
1) Jeremy Mah Waye Shawn - 3,750,000 restricted shares of common stock
2) Phang Kuang Yoang - 1,250,000 restricted shares of common stock
3) Benny Lee Joo Chai - 1,000,000 restricted shares of common stock
4) Dennis Patrick McMahon - 100,000 restricted shares of common stock
Benny Lee Joo Chai and Dennis Patrick McMahon are business associates of the above parties.
Common Stock Subscribed and Common Stock Receivable
During the months of July and August of 2019, the Company sold 253,900,000 shares of restricted common stock at par value, $0.0001 per share, to approximately 567 non-US investors. The total capital raised from the aforementioned offering was $25,390. Of the total shares sold, 225,300,000 were sold to related parties--183,900,000 to the four officers/directors of the Company and 390,000 to relatives of the four officers/directors. In addition, 41,010,000 shares were sold to companies with common ownership. However, the shares were not issued until September 2019 and payments for the share purchases were not received by the Company until November and December 2019. Subsequent to year end, the Company received wire payments to the corporate bank account totaling $22,442 from thirteen shareholders, $18,322 of which was from our four officers/directors. Also, foreign funds equivalent to $2,948.50 are being held on trust by the attorney for the Company.
Additional Paid In Capital
During the year ended August 31, 2019, our former Director, Tan Yu Chai, forgave a loan previously made to the Company totaling $172,000. The related party loan forgiven was recorded as additional paid in capital.
During the year ended August 31, 2019, our consulting firm, Invinity Consulting, reimbursed payments made on behalf of the Company totaling $528. In addition, related party Luxxo Holdings Berhard paid expenses on behalf of the Company totaling $64,568. These expenses, consisting mostly of franchise tax, filing fees and professional fees, total $65,096 and are considered contributions to capital and recorded as additional paid in capital due to the fact that these related parties do not require repayment from the Company.
During the year ended August 31, 2018, our former Director , Tan Yu Chai contributed $118,285 of which $17,985 was paid directly by the former director to pay for operating expenses on behalf of the Company and $100,300 in cash was contributed to the Company to fund current and future expenditures.
During the year ended August 31, 2018, related party Global Bridge Holding Limited paid operating expenses on behalf of the Company totaling $58,891.
During the year ended August 31, 2018, related party Global Bridge Capital (M) Sdn Bhd, an entity owned by related party Global Bridge Holding Limited, paid operating expenses on behalf of the Company totaling $805.
Note 7 - Related-Party Transactions
Contributed Capital
As of August 31, 2019, our now former Directors, Tan Yu Chai and Goh Hock Seng, have provided the Company contributed capital of $160,663 and $12,490, respectively. Related parties Global Bridge PLT, Global Bridge Holding Ltd, and Global Bridge Capital (M) Sdn Bhd, Invinity Consulting and Luxxo Holdings Berhard have provided contributed capital of $15,000, $230,891, $805, $528 and $64,568 respectively (See Note 6 – Additional Paid-in Capital).
The consulting arrangement with Invinity Consulting includes the following services provided by Invinity to the Company: liasing on behalf of the company with the external stakeholders, i.e. auditors, accountants, etc. in the United States and general business consultancy on the company's strategic plans. This consulting arrangement incurs a monthly fee of RM 22,260 and is a one year agreement set to expire on December 31, 2019.
Office Space
The Company’s office space is provided rent free by our current officers and directors at the address of Bukit Jalil City Signature Shop-Offices, N-9-1, N-9-2, N-9-3, Pusat Perdagangan Bandar Bukit Jalil, Persiaran Jalil 2, 57000 Kuala Lumpur, Malaysia.
Note 8 – Subsequent Events
Subsequent to August 31, 2019, Luxxo Holdings Berhard paid expenses on behalf of the Company totaling $31,592. These expenses consisted primarily of professional fees and filing fees.
- F10 -
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Disclosure Controls and Procedures
The Company has adopted and maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports filed under the Exchange Act, such as this annual report, is collected, recorded, processed, summarized and reported within the time periods specified in the rules of the SEC. The Company's disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure. As required under Exchange Act Rule 13a-15, the Company's management, including the Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this annual report. Based on that evaluation, the Chief Executive Office and Chief Financial Officer concluded that the disclosure controls and procedures are ineffective.
The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: inadequate segregation of duties consistent with control objectives, no effective controls instituted over financial disclosure and the reporting process, lack of formal review process that includes multiple level review over financial disclosure and reporting processes, and lack of an audit committee. These material weaknesses were identified by our Chief Executive Officer and Chief Financial Officer in connection with the above annual evaluation.
Management believes that the material weaknesses do have an effect on our financial results. However, management believes that the lack of a functioning audit committee and inadequate segregation of duties results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
Management recognizes that its controls and procedures would be substantially improved if we had an audit committee and two individuals serving as officers and as such is actively seeking to remediate this issue.
Management’s Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements. Management conducted an assessment of the Company’s internal control over financial reporting based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013). Based on the assessment, management concluded that, as of August 31, 2019, the Company’s internal control over financial reporting is ineffective based on those criteria.
The Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures and its internal control processes will prevent all error and all fraud. 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. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of error or fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that the breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.
Management’s Remediation Initiatives
In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:
We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.
Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.
We will work as quickly as possible to implement these initiatives; however, the lack of adequate working capital and positive cash flow from operations will likely slow this implementation.
Changes in Internal Control
There have been no changes in internal controls over the financial reporting that occurred during the fiscal fourth quarter, that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.
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 SEC that permit the Company to provide only management’s report in this annual report.
None.
- 10 -
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Biographical information regarding the officers and Directors of the Company, who will continue to serve as officers and Directors of the Company and Luxxo, Inc. are provided below:
| NAME | AGE | POSITION | ||||
| Ch’ng Wee Ling | 50 | President, Director | ||||
| Lim Wei Foon | 43 | Chief Financial Officer, Chief Accounting Officer, Director | ||||
| Ee Ewe Chuan | 50 | Chief Executive Officer, Director | ||||
| Tan Boon Yew | 55 | Chief Marketing Officer, Director | ||||
Ch’ng Wee Ling– President and Director
Mr. Ch'ng Wee Ling is the founder, and has served as the director of, Global Link Industries Sdn Bhd and Global Link Cellular Accessories Sdn Bhd from 2010 to 2018. The companies are involved in the manufacturing, distribution and retail for mobile phone accessories products. Mr. Ch'ng Wee Ling recently resigned from his positions and is currently serving as an advisor to both companies. Mr. Ch'ng is also involved in the hospitality industry through his position as a director as Brown Hotel Sdn Bhd since 2018 and restaurant business through his directorship in M Nyonya Corner Sdn Bhd, a position he held since 2017. Mr. Ch'ng is also involved in the training business as a founder and director of VCM Group Sdn Bhd since 2019 and he is also involved in the services industry through his position as a director of Luxxo Healthcare Sdn Bhd, a company involved in the marketing and distribution of healthcare products and services and Prestige Getaways Sdn Bhd which involves in the tourism business. Both positions were held since 2019. Mr. Ch'ng also serves as a director in few other investment holding companies, M Development Sdn Bhd, Luxxo International Limited and Westgold Development Sdn Bhd since 2016, 2018 and 2019 respectively.
Lim Wei Foon- Chief Financial Officer, Chief Accounting Officer and Director
Ms. Lim Wei Foon served as a Senior Accounts, Audit and Tax Co-Ordinator at S.Y. Choong & Co, an accounting firm from 1996 to 2001. In 2002, Ms. Lim was an executive at Citibank. From 2006 to 2008 she served as a marketing manager at LYM Packaging. From 2004 to 2007 Ms. Lim was the owner and director of Juvenile Book Store. Ms Lim Wei Foon entered the F&B industry in 2017 through her directorship with VCG Restaurant Sdn Bhd. She also became the director of VCM Group Sdn Bhd, a training services provider, in 2018. She has also been appointed as a director for an investment holding company; LUXXO International Limited since 2018, as well as marketing, merchandising and distribution of healthcare products and services companies; LUXXO Healthcare Sdn Bhd, Beaute De LUXXO Sdn Bhd, LUXXO Beauty Aisle Sdn Bhd and One Sqin Sdn Bhd in 2019. Concurrently Ms Lim became involved in the clinical services industry through her directorship with Klinik Xomedic Sdn Bhd and tourism business through her directorship with Prestige Getaways Sdn Bhd. She has also ventured into the merchandising business with VCL Distributor Sdn Bhd in the same year, as its director.
Ee Ewe Chuan- Chief Executive Officer, and Director
Mr. Ee Ewe Chuan is involved in the metals and chemicals supply business and has served as the founder and director of Hydroware Supplies Sdn Bhd and Hydroware (M) Sdn Bhd and served as the founder and director from 1993 and 1998 respectively to present. Mr. Ee Ewe Chuan also founded AE Commercial Trading, an import and export of marine food products company from 1994 to present and BR Gifts & Home Products, a distributor of premium items in 2005. Mr. Ee is also involved in the hospitality industry through his position as a director as Brown Hotel Sdn Bhd since 2018 and training business through his directorship in VCM Group Sdn Bhd, a position he held since 2019. Mr. Ee also served as a director for Prestige Getaways Sdn Bhd which is involved in the tourism business since 2019. Mr. Ee also serves as a director in few other investment holding companies, Luxxo International Limited and Westgold Development Sdn Bhd since 2018 and 2019 respectively.
Tan Boon Yew- Chief Marketing Officer and Director
Mr. Tan Boon Yew, age 55, is involved in the water filter supply business in Malaysia through his companies Osmonics Sdn Bhd, Osmonics Filtration Sdn Bhd and Sukawa Global Marketing Sdn Bhd, a position he held since 2002, 2007 and 2008. He is also involved in the merchandising business through his position as a director since 2014 in Next Uptown Sdn Bhd. Mr. Tan also serves as a director in M Educom Global Sdn Bhd, an investment holding company since 2016. Mr. Tan is also involved in the fast moving consumer goods business through his position as a director in JH Green Venture Sdn Bhd since 2018.
Corporate Governance
The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.
In lieu of an Audit Committee, the Company’s Board of Directors, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company's financial statements and other services provided by the Company’s independent public accountants. The Board of Directors, the Chief Executive Officer and the Chief Financial Officer of the Company review the Company's internal accounting controls, practices and policies.
Committees of the Board
Our Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter. Our Directors believe that it is not necessary to have such committees, at this time, because the Director(s) can adequately perform the functions of such committees.
Audit Committee Financial Expert
Our Board of Directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.
We believe that our Director(s) are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Director(s) of our Company does not believe that it is necessary to have an audit committee because management believes that the Board of Directors can adequately perform the functions of an audit committee. In addition, we believe that retaining an independent Director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.
Involvement in Certain Legal Proceedings
Our Officers and Directors have not been involved in or a party in any of the following events or actions during the past ten years:
| 1. | any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; |
| 2. | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| 3. | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or |
| 4. | being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. |
| 5. | Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; |
| 6. | Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; |
| 7. | Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| 8. | Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Independence of Directors
We are not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until such time as we are required to do so.
Code of Ethics
We have not adopted a formal Code of Ethics. The Board of Director(s) evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal Code of Ethics.
Shareholder Proposals
Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of Director(s) believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Director(s) will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our Board of Director(s) may do so by directing a written request addressed to our Chief Executive Officer Ee Ewe Chuan at the address appearing on the first page of this Annual Report.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company’s executive officers, directors and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of the Company’s common stock. Such officers, directors and persons are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms that they file with the SEC.
Based solely on a review of the copies of such forms that were received by the Company, or written representations from certain reporting persons that no Form 5s were required for those persons, the Company is not aware of any failures to file reports or report transactions in a timely manner during the Company’s fiscal year ended August 31, 2019.
Procedure for Nominating Directors
In 2019, we have not made any material changes to the procedures by which security holders may recommend nominees to our Board of Directors.
Family Relationships
There are no family relationships among our directors, executive officers or persons nominated to become executive officers or directors.
Arrangements
There are no arrangements or understandings between an executive officer, director or nominee and any other person pursuant to which he was or is to be selected as an executive officer or director.
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Item 11. Executive Compensation.
The table below summarizes all compensation awarded to, earned by, or paid to our officers and or directors for all services rendered, in all capacities to us, for the year ended August 31, 2019 and August 31, 2018. It should be noted none of our current officers and or directors, as of the date of this report, served as an officer and or director as of our most recent fiscal year end or the fiscal year end preceding it. None of our current officers and or directors have received any compensation of any type to date.
Summary Compensation Table:
Name and principal position (a) |
Year ended August 31, (b) |
Salary ($) (c) |
Bonus ($) (d) |
Stock Compensation ($) (e) |
Option Awards ($) (f) |
Non-Equity Incentive Plan Compensation ($) (g) |
Nonqualified Deferred Compensation Earnings ($) (h) |
All Other Compensation ($) (i) |
Total ($) (j) |
||||||||||||||||||||||
| Ch’ng Wee Ling, President and Director | 2019 | - | - | - | - | - | - | - | $ | - | |||||||||||||||||||||
| Lim Wei Foon, Chief Financial Officer, Chief Accounting Officer and Director | 2019 | - | - | - | - | - | - | - | $ | - | |||||||||||||||||||||
| Ee Ewe Chuan, Chief Executive Officer and Director | 2019 | - | - | - | - | - | - | - | $ | - | |||||||||||||||||||||
| Tan Boon Yew, Chief Marketing Officer and Director | 2019 | - | - | - | - | - | - | - | $ | - | |||||||||||||||||||||
| Tan Yu Chai, Former Chief Executive Officer, and Director | 2019 | - | - | - | - | - | - | - | $ | - | |||||||||||||||||||||
| Tan Yu Chai, Former Chief Executive Officer, and Director | 2018 | - | - | - | - | - | - | - | $ | - | |||||||||||||||||||||
| Goh Hock Seng, Former President and Director | 2019 | - | - | - | - | - | - | - | $ | - | |||||||||||||||||||||
| Goh Hock Seng, Former President and Director | 2018 | - | - | - | - | - | - | - | $ | - | |||||||||||||||||||||
| Phang Kuang Yoang, Former Chief Financial Officer, Chief Accounting Officer, and Director | 2019 | - | - | - | - | - | - | - | $ | - | |||||||||||||||||||||
| Phang Kuang Yoang, Former Chief Financial Officer, Chief Accounting Officer and Director | 2018 | - | - | 1,250,000 | - | - | - | - | $ | 125 | |||||||||||||||||||||
| Jeremy Mah Waye Shawn, Former Chief Investment Officer and Director | 2019 | - | - | - | - | - | - | - | $ | - | |||||||||||||||||||||
| Jeremy Mah Waye Shawn, Former Chief Investment Officer and Director | 2018 | - | - | 3,750,000 | - | - | - | - | $ | 375 | |||||||||||||||||||||
Note: On February 9, 2018, the Company issued 1,250,000 shares of restricted common stock at par value ($0.0001 per share) to Phang Kuang Yoang and 3,750,000 shares of restricted common stock at par value ($0.0001 per share) to Jeremy Mah Waye Shawn. No monies were paid for the shares.
Compensation of Directors
The table above summarizes all compensation of our former directors, as of the past two fiscal year ends.
Option/SAR Grants in Last Fiscal Year
None.
Outstanding Equity Awards at Fiscal Year-End
None.
Equity Compensation Plan Information
Not applicable.
Employment Agreements
None.
Compensation Discussion and Analysis
Director Compensation
The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.
Executive Compensation Philosophy
Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future executives a salary, and/or issue them shares of common stock issued in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.
Incentive Bonus
The Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.
Long-term, Stock Based Compensation
In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
As of the date of this report the Company has 270,000,000 shares of common stock and no shares of preferred stock issued and outstanding, which number of issued and outstanding shares of common stock and preferred stock have been used throughout this report.
| Name and address of Beneficial Owner | Shares of Common Stock Beneficially Owned | Common Stock Voting Percentage Beneficially Owned | Voting Shares of Preferred Stock | Preferred Stock Voting Percentage Beneficially Owned | Total Voting Percentage Beneficially Owned |
| Ch’ng Wee Ling | 72,752,500 | 26.95% | none | n/a | 26.95% |
| Lim Wei Foon | 72,752,500 | 26.95% | none | n/a | 26.95% |
| Ee Ewe Chuan | 72,752,500 | 26.95% | none | n/a | 26.95% |
| Tan Boon Yew | 22,752,500 | 8.43% | none | n/a | 8.43% |
*The mailing address of the above parties named in the chart is Bukit Jalil City Signature Shop-Offices, N-9-1, N-9-2, N-9-3, Pusat Perdagangan Bandar Bukit Jalil, Persiaran Jalil 2, 57000 Kuala Lumpur, Malaysia.
Note: The above table includes the ownership of each party held indirectly through the Companies listed below.
(1) Luxxo Holdings Berhad is the beneficial shareholder of 10,000,000 shares of common stock. The mailing address for Luxxo Holdings Berhad is: Bukit Jalil City, Signature Shop Offices, N-9-1, N-9-2, N-9-3, Persiaran Jalil 2 Kuala Lumpur, W. Persekutuan, 57000, Malaysia. Luxxo Holdings Berhad is owned and controlled in equal parts by Ch’ng Wee Ling, Lim Wei Foon, Ee Ewe Chuan and Tan Boon Yew.
(2) Luxxo International Limited is the beneficial shareholder of 30,000,000 shares of common stock. The mailing address for Luxxo International Limited is: 1, Lot A020, Level 1, Podium Level Financial Park, Jalan Merdeka Labuan, F.T., 87000 Malaysia. Luxxo International Limited is owned and controlled by Ch'ng Wee Ling, Lim Wei Foon, Ee Ewe Chuan.
(3) Luxxo Crest Marketing Sdn Bhd is owned entirely (100%) by Luxxo Holdings Berhad. Luxxo Crest Marketing Sdn Bhd currently is the beneficial shareholder of 1,010,000 shares of common stock.
Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.
Item 13. Certain Relationships and Related Transactions.
Luxxo Holdings Berhad is the beneficial shareholder of 10,000,000 shares of common stock. The mailing address for Luxxo Holdings Berhad is: Bukit Jalil City, Signature Shop Offices, N-9-1, N-9-2, N-9-3, Persiaran Jalil 2 Kuala Lumpur, W. Persekutuan, 57000, Malaysia. Luxxo Holdings Berhad is owned and controlled in equal parts by Ch’ng Wee Ling, Lim Wei Foon, Ee Ewe Chuan and Tan Boon Yew.
Luxxo International Limited is the beneficial shareholder of 30,000,000 shares of common stock. The mailing address for Luxxo International Limited is: 1, Lot A020, Level 1, Podium Level Financial Park, Jalan Merdeka Labuan, F.T., 87000 Malaysia. Luxxo International Limited is owned and controlled by Ch'ng Wee Ling, Lim Wei Foon, Ee Ewe Chuan.
Luxxo Crest Marketing Sdn Bhd is owned entirely (100%) by Luxxo Holdings Berhad. Luxxo Crest Marketing Sdn Bhd currently is the beneficial shareholder of 1,010,000 shares of common stock.
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Loan to Company
On May 15, 2018, related party Global Bridge Holding Limited loaned $172,000 to the Company. Global Bridge Holding Limited is a company controlled and funded by our now former Director, Tan Yu Chai. The loan to the Company is non-interest bearing and payable on demand. The loan was forgiven December 24, 2018 and the amount was recorded as additional paid-in capital.
Contributed Capital
During the year ended August 31, 2018, our now former Director, Tan Yu Chai, contributed $118,285 of which $17,985 was paid directly by the director to pay for operating expenses on behalf of the Company and $100,300 in cash was contributed to the Company to fund current and future expenditures.
During the year ended August 31, 2018, related party Global Bridge Holding Limited paid operating expenses on behalf of the Company totaling $58,891. Global Bridge Holding Limited is currently owned and controlled by Tan Yu Chai, Phang Kuang Yoang and Goh Hock Seng.
During the year ended August 31, 2018, related party Global Bridge Capital (M) Sdn Bhd, an entity owned by related party Global Bridge Holding Limited, paid operating expenses on behalf of the Company totaling $805.
As of August 31, 2018, our now former Directors, Tan Yu Chai and Goh Hock Seng, have provided the Company contributed capital of $160,993 and $12,490, respectively. Related parties Global Bridge PLT, Global Bridge Holding Ltd, and Global Bridge Capital (M) Sdn Bhd have provided contributed capital of $15,000, $58,891, and $805, respectively. Global Bridge PLT is owned and controlled by Tan Yu Chai, Phang Kuang Yoang and Goh Hock Seng.
As of August 31, 2019, our now former Directors, Tan Yu Chai and Goh Hock Seng, have provided the Company contributed capital of $160,663 and $12,490, respectively. Related parties Global Bridge PLT, Global Bridge Holding Ltd, and Global Bridge Capital (M) Sdn Bhd, Invinity Consulting and Luxxo Holdings Berhard have provided contributed capital of $15,000, $230,891 , $805, $528 and $64,568 respectively.
Luxxo Holdings Berhad is owned and controlled in equal parts by Ch’ng Wee Ling, Lim Wei Foon, Ee Ewe Chuan and Tan Boon Yew.
Subsequent to August 31, 2019, Luxxo Holdings Berhard paid expenses on behalf of the Company totaling $31,592. These expenses consisted primarily of professional fees and filing fees.
Purchases of Stock
During the months of July and August the Company sold restricted stock to the following related parties below:
Ch’Ng Wee Yeng, Janice Lim Lai Yee, Eric Lim Chih Khin, Lim Wee Meng, Lim Wee Chun, Ee Jin Heng, Moy Ken-Yen, Ee Ewe Liang, Luxxo Crest Marketing SDN BHD. The aforementioned individuals are all family members of our officers and/or directors, with the exception of Luxxo Crest Marketing SDN BHD, which is an entity 100% owned by Luxxo Holdings Berhad.
Deposit
On August 22, 2017 the Company entered into an agreement with Phillip David Huber, "seller," a North Carolina resident, to purchase 100% of the equity interest of C.E. Hutchison & Company (d/b/a The Hutchison Company), a North Carolina corporation. On August 24, 2017 $15,000 was wired, to be held as a deposit per the terms of the agreement. The deposit was funded by related party Global Bridge PLT. On June 13, 2018 a fee of $5,000 was paid to the seller to extend the deadline of the purchase agreement. This deposit was funded by Global Bridge Holding Limited. On July 27, 2018, the Company entered into and consummated a "Settlement and Release Agreement" with the seller. Both of the aforementioned parties agreed to terminate the agreement and not go forward with the transaction. In connection with the termination of the agreement, deposits totaling $15,000 were forfeited and an additional payment to the seller of $15,590 was funded by Global Bridge Holding Limited.
Office Space
The Company’s office space is provided rent free by our current officers and directors at the address of Bukit Jalil City Signature Shop-Offices, N-9-1, N-9-2, N-9-3, Pusat Perdagangan Bandar Bukit Jalil, Persiaran Jalil 2, 57000 Kuala Lumpur, Malaysia.
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Item 14. Principal Accounting Fees and Services.
Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years.
| 2019 | 2018 | |||
| Audit fees | MaloneBailey, LLP | $22,000 | $15,500 | |
| Audit-related fees | - | $3,380 | ||
| Tax fees | - | $4,000 | ||
| All other fees | - | - | ||
| Total | $22,000 | $22,880 |
Board of Directors Pre-Approval Process, Policies and Procedures
Our principal auditors have performed their audit procedures in accordance with pre-approved policies and procedures established by our directors. Our principal auditors have informed our directors of the scope and nature of each service provided. With respect to the provisions of services other than audit, review, or attest services, our principal accountants brought such services to the attention of our directors prior to commencing such services.
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PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) Financial Statements
1. Financial statements for our company are listed in the index under Item 8 of this document
2. All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.
(b) Exhibits required by Item 601 of Regulation S-K.
Exhibit No. |
Description | |
| 3.1 | Certificate of Incorporation (1) | |
| 3.2 | By-laws (1) | |
| 31 | Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on Form 10-K (3) | |
| 32 | Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (3) | |
| 101.INS | XBRL Instance Document (2) | |
| 101.SCH | XBRL Taxonomy Extension Schema (2) | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase (2) | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase (2) | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase (2) | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase (2) | |
(1) Filed as an exhibit to the Company's Registration Statement on Form S-1, as filed with the SEC on August 8, 2017, and incorporated herein by this reference.
(2) Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or Annual Report for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability.
(3) Filed herewith.
Pursuant to the requirements of Section 13 or 15(d) 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.
Luxxo, Inc.
(Registrant)
By: /s/ Ee Ewe Chuan
Ee Ewe Chuan, Chief Executive Officer
Dated: January 2, 2020
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.
By: /s/ Ee Ewe Chuan
Ee Ewe Chuan, Chief Executive Officer
Dated: January 2, 2020
By: /s/ Lim Wei Foon
Lim Wei Foon, Chief Financial Officer
Dated: January 2, 2020
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