U. S. Securities and Exchange Commission

Washington, D. C. 20549

 

FORM 10-Q

 

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2015
☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _____ to _____

 

Commission File No. 0-52072

USA ZHIMINGDE INTERNATIONAL GROUP CORPORATION
(Exact Name of Registrant in its Charter)
Nevada	62-1299374
(State or Other Jurisdiction of incorporation or organization)	(I.R.S. Employer I.D. No.)
225 Broadway, Suite 910, New York, NY 10007
(Address of Principal Executive Offices)

 

Issuer’s Telephone Number: 212-608-8858

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☐   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.) Yes  ☐  No ☒

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

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

Large accelerated filer  ☐   Accelerated filer  ☐   Non-accelerated filer  ☐   Smaller reporting company  ☒

 

APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date:

August 11, 2015
Common Voting Stock: 1,853,207

 

 

USA ZHIMINGDE INTERNATIONAL GROUP CORPORATION

QUARTERLY report on Form 10-Q

for the fiscal QUARTER ended JUNE 30, 2015

Table of Contents

 

Page No

Part I	Financial Information
Item 1.	Financial Statements (unaudited):
	Balance Sheets – June 30, 2015 and December 31, 2014	2
	Statements of Operations – for the Three and Six
	Month Periods Ended June 30, 2015 and 2014	3
	Statements of Changes in Stockholders’ (Deficit) Equity – for the
	Six Months Ended June 30, 2015	4
	Statements of Cash Flows – for the Six Months Ended June 30, 2015 and 2014	5
	Notes to Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and
	Results of Operations	13
Item 3	Quantitative and Qualitative Disclosures about Market Risk	14
Item 4.	Controls and Procedures	14
Part II	Other Information
Item 1.	Legal Proceedings	15
Items 1A.	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults upon Senior Securities	15
Item 4.	Mine Safety Disclosures	15
Item 5.	Other Information	15
Item 6.	Exhibits	15

 

 

USA Zhimingde International Group Corporation

BALANCE SHEETS (IN U.S. $)

 

ASSETS			June 30, 2015				December 31, 2014
			(Unaudited)
Current assets:
Cash		$	—			$	—
Total current assets			—				—
TOTAL ASSETS		$	—			$	—

 

 

LIABILITIES AND stockholders’ (DEFICIT)
Current liabilities:
Accrued expenses		$	89,917			$	70,150
Total current liabilities			89,917				70,150
Stockholders’ (deficit):
Preferred stock, $0.001 par value per share, 50,000,000 shares authorized, none issued and outstanding at June 30, 2015 and December 31, 2014			—				—
Common stock, $0.001 par value per share, 100,000,000 shares authorized, 1,853,207 shares issued and outstanding at June 30, 2015 and December 31, 2014			1,853				1,853
Additional paid-in capital			665,946				656,846
Deficit			(757,716	)			(728,849	)
Total stockholders’ (deficit)			(89,917	)			(70,150	)
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT)		$	—			$	—

 

 

See accompanying notes to financial statements.

 

 

USA Zhimingde International Group Corporation

 

STATEMENTS OF OPERATIONS (UNAUDITED) (IN U.S. $)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2015				2014				2015				2014
Operating expenses:
Professional fees		$	(9,798	)		$	(4,000	)		$	(28,867	)		$	(8,000	)
General and administrative			—				(500	)			—				(1,000	)
Total operating expenses			(9,798	)			(4,500	)			(28,867	)			(9,000	)
Net (loss)		$	(9,798	)		$	(4,500	)		$	(28,867	)		$	(9,000	)
(Loss) per common share, basic and diluted (Note 2)		$	(0.01	)		$	(0.00	)		$	(0.02	)		$	(0.00	)
Weighted average shares outstanding, Basic and diluted			1,853,207				1,853,207				1,853,207				1,853,207

 

 

See accompanying notes to financial statements.

 

 

USA Zhimingde International Group Corporation

 

Statements of Changes in Stockholders’ (Deficit) (Unaudited) (IN U.S. $)

FOR THE SIX MONTHS ENDED JUNE 30, 2015

 

 

		Preferred Stock				Common Stock				Additional Paid-in Capital				Accumulated Deficit				Total
Balance, December 31, 2014		$	—			$	1,853			$	656,846			$	(728,849	)		$	(70,150	)
Capital contribution			—				—				9,100								9,100
Net loss			—				—				—				(28,867	)			(28,867	)
Balance, June 30, 2015 - unaudited		$	—			$	1,853			$	665,946			$	(757,716	)		$	(89,917	)

 

See accompanying notes to financial statements.

 

USA Zhimingde International Group Corporation

 

STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2015 and 2014 (UNAUDITED) (IN U.S. $)

 

		2015				2014
Cash flows from operating activities:
Net loss		$	(28,867	)		$	(9,000	)
Adjustment to reconcile net loss to net cash
provided by (used in) operating activities:
Increase in accrued expenses			19,767				9,000
Net cash (used in) operating activities			(9,100	)			—
Cash flows from financing activities:
Capital contributed by stockholder			9,100				—
Net cash provided by financing activities			9,100				—
Net increase in cash			—				—
Cash, beginning of period			—				—
Cash, end of period		$	—			$	—
Supplemental disclosure of cash flow information
Cash paid for income taxes		$	—			$	—
Cash paid for interest		$	—			$	—

 

See accompanying notes to financial statements.

 

 

USA Zhimingde International Group Corporation

 

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (IN U.S. $)

For The THREE AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014

 

1.

GENERAL

 

Organization and Business Nature

 

USA Zhimingde International Group Corporation (formerly, Marketing Acquisition Corporation) (the “Company”) was incorporated on July 26, 1990 in accordance with the laws of the State of Florida as Marketing Educational Corp. On June 13, 2006, the Company was reincorporated by merger in the State of Nevada.

 

The Company was originally formed for the purpose of direct marketing of certain educational materials and photography packages. During 1991, the Company completed a public offering of 150,000 units of common stock, through a Registration Statement on Form S-18 (Registration No.33-37039-A).

 

The Company has had no operations since 1992 and is currently a “shell company” as defined in Rule 405 under the Securities Act of 1933 (“Securities Act”) and Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”). The Company is defined as a shell company because it has no operations or assets.

 

On December 7, 2012, USA Zhimingde International Group Inc., a New Jersey corporation (“Zhimingde Inc.”) purchased 1,687,502 shares of the Company’s common stock from Halter Financial Investments, L.P., Glenn A. Little and The Halter Group, Inc. pursuant to a Securities Purchase Agreement (the “Purchase”). Following the Purchase, Zhimingde Inc. owned approximately 91% of the voting securities of the Company. The Purchase resulted in a change in control of the Company. Subsequently, the Company changed its name to USA Zhimingde International Group Corporation effective on February 4, 2013.

 

2.

ACCOUNTING POLICIES

 

Basis of Accounting and Presentation

 

The accompanying financial statements have been prepared on the accrual basis of accounting.

 

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. As of June 30, 2015 and December 31, 2014, the Company does not have any cash equivalents.

 

 

USA Zhimingde International Group Corporation

 

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (IN U.S. $)

for The THREE AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014

 

2.

ACCOUNTING POLICIES (CONTINUED)

 

Income Taxes

 

The Company accounts for income taxes in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Section 740, “Income Taxes” (“ASC 740”), which requires the recognition of deferred income taxes for differences between the basis of assets and liabilities for financial statement and income tax purposes.  Deferred tax assets and liabilities represent the future tax consequences for those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled.  Deferred tax assets are also recognized for operating losses that are available to offset future taxable income.  A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

 

The Company accounts for uncertain tax positions in accordance with ASC Section 740-10, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance also prescribes direction on de-recognition, classification, interest and payables accounting in financial statements and related disclosures. The Company classifies interest expense and any related penalties related to income tax uncertainties as a component of income tax expense. No interest or penalties have been recognized as of June 30, 2015.

 

Management has evaluated and concluded that there were no material uncertain tax positions requiring recognition in the Company’s financial statements as of June 30, 2015. The Company does not expect any significant changes in unrecognized tax benefits within twelve months of the reporting date.

 

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from these estimates.

 

 

USA Zhimingde International Group Corporation

 

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (IN U.S. $) (IN U.S. $)

for THREE AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014

 

2.

ACCOUNTING POLICIES (CONTINUED)

 

Fair Value of Financial Instruments

 

The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

 

ASC 820 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, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

 

·

Level 1 -

quoted prices in active markets for identical assets or liabilities

 

·

Level 2 -

inputs other than quoted prices in active markets that are observable either directly or indirectly.

 

·

Level 3 -

inputs based on prices or valuation techniques that are both unobservable and significant to the fair value markets.

 

The carrying amounts of the Company’s liabilities approximate fair value due to the short-term nature of these instruments.

 

Net Earnings (Loss) Per Share

 

Basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is computed by dividing net earnings by the weighted average number of common shares outstanding, plus common stock equivalents, if dilutive, resulting from convertible preferred stock, stock options and warrants. As of June 30, 2015 and December 31, 2014, there were no common stock equivalents outstanding.

 

 

USA Zhimingde International Group Corporation

 

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (IN U.S. $)

for THREE AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014

 

3.

RECENTLY ISSUED ACCOUNTING STANDARDS

 

In January 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") ASU 2015-01 – Income Statement – Extraordinary and Unusual Items (Subtopic 225-20). This ASU addressed the simplification of income statement presentation by eliminating the concept of extraordinary items. The objective of the Simplification Initiative is to identify, evaluate, and improve areas of generally accepted accounting principles (GAAP) for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to the users of financial statements. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. This accounting standard update is not expected to have any impact on the Company’s financial statements.

 

In August 2014, the FASB issued authoritative guidance that requires an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern and requires additional disclosures if certain criteria are met. This guidance is effective for fiscal periods ending after December 15, 2016, with early adoption permitted. This accounting standard update is not expected to have any impact on the Company’s financial statements.

 

4.

RELATED PARTY TRANSACTIONS

 

During the six months ended June 30, 2015, the Company received an additional capital contribution to support its operations from its major stockholder or their affiliates of $9,100.

 

 

USA Zhimingde International Group Corporation

 

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (IN U.S. $)

for THREE AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014

 

5.

INCOME TAXES

 

The provision (benefit) for income taxes consisted of the following:

 

 

		For the three months ended June 30,								For the six months ended June 30,
		2015				2014				2015				2014
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Current		$	—			$	—			$	—			$	—
Deferred			(4,115	)			(1,530	)			(12,123	)			(3,060	)
Change in valuation allowance			4,115				1,530				12,123				3,060
		$	—			$	—			$	—			$	—

  

The following table reconciles the effective income tax rates with the statutory rates for the three and six months ended June 30:

 

		2015				2014
U.S. federal statutory rate			42.0	%			42.0	%
Change in valuation allowance			(42.0	)			(42.0	)
Effective income tax rate			—	%			—	%

 

Deferred tax assets (liabilities) are comprised of the following:

 

		June 30, 2015				December 31, 2014
Net operating loss carryforwards		$	123,325			$	111,200
Valuation allowance			(123,325	)			(111,200	)
Net deferred tax assets		$	—			$	—

 

 

USA Zhimingde International Group Corporation

 

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (IN U.S. $)

for THREE AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014

 

5.

INCOME TAXES (CONTINUED)

 

At June 30, 2015, the Company had approximately $294,000 of Federal net operating losses that may be available to offset future taxable income. The Federal net operating loss carryover, if not utilized, will expire beginning in 2026. The amount and availability of any future net operating loss carry-forwards may be subject to limitations set forth by the Internal Revenue Code. Based upon an analysis of the Company’s stock ownership activity through December 31, 2012, a change of ownership was deemed to have occurred in 2012. This change of ownership created an annual limitation of substantially all of the Company’s net operating losses which are available through 2031.

 

The Company assesses the likelihood that deferred tax assets will be realized. To the extent that realization is not likely, a valuation allowance is established. Based upon the Company’s losses since inception, management believes that it is more likely than not that future benefits of the deferred tax asset will not be realized principally due to the continuing losses from operation and the change of ownership limitations and has therefore established a full valuation allowance.

 

The Company’s tax filings are subject to examination by tax authorities. The Company’s U.S. tax returns are not subject to examination by the tax authorities for tax years before 2011.

 

6.

Going concern

 

The Company has not generated any revenue, and has had no significant operations during the three and six months ended June 30, 2015 and 2014. The Company does not have any assets as of June 30, 2015. As of June 30, 2015, the Company had a working capital deficiency and stockholders’ deficiency of $89,917. The Company continues to incur losses from operations and has incurred a net loss of $28,867 during the six months ended June 30, 2015. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

 

The Company’s current business plan is to seek an acquisition or merger with a private operating company. However, there is no assurance that the Company will be able to successfully consummate an acquisition or merger with a private operating company or, that the Company will identify any debt or equity financing sources to finance a potential acquisition or merger. If unable to obtain financing, the Company may be unable to complete its business plan, and would, instead, delay all cash intensive activities. The Company will continue to be dependent on additional capital contributions from its major stockholder for cash flow, which may not be available. Without necessary cash flow, the Company may become dormant during the next twelve months, or until such time as necessary funds could be raised.

 

USA Zhimingde International Group Corporation

 

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (IN U.S. $)

for THREE AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014

 

6.

Going concern (CONTINUED)

 

Accordingly, the accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

 

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Results of Operations

 

We currently have no assets and no operations. During the three and six months ended June 30, 2015, we realized no revenue and incurred $9,798 and $28867, respectively, in operating expenses, resulting in losses from operations and net losses in those amounts. During the three and six months ended June 30, 2014, we realized no revenue and incurred $4,500 and $9,000, respectively, in operating expenses, resulting in losses from operations and net losses in those amounts. The higher expenses in the first quarter of 2015 occurred because, during that quarter, we filed with the SEC our annual and quarterly reports for all periods from the second quarter of 2013 through the third quarter of 2014, and incurred the expenses related to those filings. We now plan to stay current in our filing obligations.

 

Our major expenses consisted of fees to lawyers and auditors necessary to maintain our standing as a fully-reporting public company and other administrative expenses attendant to the trading of our common stock. We do not expect the level of our operating expenses to change in the future until we undertake to effect an acquisition.

 

Liquidity and Capital Resources

 

At June 30, 2015 we had a working capital deficit of $89,917, as we had no assets and had $89,917 in accrued expenses. Our accrued liabilities consist of amounts payable to our professional advisors for services, which increased by $19,767 during the six months ended June 30, 2015. The remainder of our operating expenses during that six month period were paid with funds contributed by USA Zhimingde International Group Inc., which is our majority shareholder, or by affiliates of that entity. We expect our working capital deficit to continue indefinitely, until we initiate or obtain an operating company capable of funding our overhead expenses.

 

Our operations used $9,100 in cash during the six months ended June 30, 2015, as we increased our accrued expenses by $19,767 during that period and received the remainder of our cash requirements as a capital contribution from our majority shareholder. Our operations consumed used no cash during the six months ended June 30, 2014, as we increased our accrued expenses by the entire amount of our operating expenses. In the future, unless we achieve the financial and/or operational wherewithal to sustain our operations, it is likely that we will continue to rely on loans and capital contributions to sustain our operations.

 

In December 2012, control of USA Zhimingde International Group Corporation was transferred to USA Zhimingde International Group, Inc., which is controlled by Zhongquan Zou, our Chief Executive Officer. During his tenure, Mr. Zou, who controls the majority shareholder, or other entities that he controls have financed our operations by making capital contributions to cover our expenses. We expect that Mr. Zou's controlled affiliates will continue to fund our operations until we have completed an acquisition of an operating company, and that we will continue to require additional capital contributions or financing to maintain our existence as a shell company for the next twelve months, if necessary.  Our management is not required to fund our operations by any contract or other obligation.

 

 

Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition or results of operations.

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

ITEM 4.

CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures.  Our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule13a-15(e) promulgated by the Securities and Exchange Commission) as of June 30, 2015. The evaluation revealed that there are material weaknesses in our disclosure controls, specifically:

 

• There are no management controls, as a single person functions as sole officer and sole member of the Board of Directors.
• Having only one individual responsible for accounting functions prevents us from segregating duties within our internal control system.
• Most of our accounting functions are outsourced, which limits our ability to assure that our accounting policies are applied consistently.

Based on his evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s system of disclosure controls and procedures was not effective as of June 30, 2015.

 

Changes in Internal Controls. There was no change in internal controls over financial reporting (as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934) identified in connection with the evaluation described in the preceding paragraph that occurred during the Company’s second fiscal quarter that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting.

 

 

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings
	None.
Item 1A.	Risk Factors
	Not applicable.
Item 2.	Unregistered Sale of Securities and Use of Proceeds
	(a) Unregistered sales of equity securities
	None.
	(c) Purchases of equity securities

 

The Company did not repurchase any of its equity securities that were registered under Section 12 of the Securities Exchange Act during the 2^nd quarter of fiscal 2015.

 

Item 3.	Defaults Upon Senior Securities.
	None.
Item 4.	Mine Safety Disclosures
	None.
Item 5.	Other Information.
	None.

 

Item 6.

Exhibits

	31	Rule 13a-14(a) Certification
	32	Rule 13a-14(b) Certification
	101.INS	XBRL Instance
	101.SCH	XBRL Schema
	101.CAL	XBRL Calculation
	101.DEF	XBRL Definition
	101.LAB	XBRL Label
	101.PRE	XBRL Presentation

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	USA ZHIMINGDE INTERNATIONAL GROUP CORPORATION
Date: August 11, 2015	By:	/s/ Zhongquan Zou
		Zhongquan Zou, Chief Executive Officer
		and Chief Financial Officer

 

* * * * *