WEB NEWS Comments & Business Outlook
JV GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Amounts in US Dollars)
(Unaudited)
For the three months
ended
September 30,
2015
2014
Revenue
$
-
$
-
Operating expenses
General and administrative
2,322
23,034
Loss from continuing operations
(2,322)
(23,034)
Loss from discontinued operations net of tax
(48,116)
(228,340)
Total loss from discontinued operations
(48,116)
(228,340)
Net loss
(50,438)
(251,374)
Other comprehensive income
Foreign currency translation adjustment
-
-
Total comprehensive loss
$
(50,438)
$
(251,374)
Basic and diluted loss per weighted average common share
Continuing operations
(0.00)
(0.00)
Discontinued operations
(0.00)
(0.00)
Total loss per weighted average common share
$
(0.00)
$
(0.00)
Weighted average common shares outstanding:
Basic
98,879,655
98,879,655
Diluted
98,879,655
98,879,655
Deal Flow
SECTION 1. REGISTRANT'S BUSINESS AND OPERATIONS Item 1.01 Entry Into A Material Definitive Agreement
On December 11, 2015, JV Group, Inc. (the "Company") and Yeung Cheuk Hung, Top Growth Holdings Group, Inc. and Po Shu Michael Choy ("Stockholders") entered into a Share Purchase Agreement with Arcus Mining Holdings Limited, a Seychelles International Business Company ("Arcus") in which they agreed to sell 95,000,000 shares of restricted common stock to Arcus for $340,000 in cash, subject to the satisfaction of certain conditions. Closing is anticipated to be in late January 2016. Concurrently with the Closing, Yuen Ling Look, CEO and CFO and a director, along with two other directors will resign, subject to Notice to Shareholders under Section 14f of the Securities Exchange Act of 1934, andnew directors will been appointed at the request of Arcus. Following Closing Arcus will be the majority shareholder of the Company, owning approximately 96% of the Company's issued and outstanding common stock.
Comments & Business Outlook
JV GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE YEARS ENDED JUNE 30, 2015 AND 2014
(Amounts in US Dollars)
(Audited)
June 30,
2015
2014
Revenue
$
-
$
-
Operating expenses
General and administrative
84,148
61,735
Loss from continuing operations
(84,148)
(61,735)
Loss from discontinued operations, net of tax
(444,267)
(284,885)
Total loss from discontinued operations
(444,267)
(284,885)
Net loss
$
(528,415)
$
(346,620)
Other comprehensive income
Foreign currency translation adjustment
(224)
112
Total comprehensive loss
(528,639)
(346,508)
Basic and diluted loss per weighted average common share
Continuing operations
(0.00)
(0.00)
Discontinued operations
(0.00)
(0.00)
Total loss per weighted average common share
$
(0.00)
$
(0.00)
Weighted average common shares outstanding:
Basic and diluted
98,879,655
98,879,655
Management Discussion and Analysis
For the Year Ended June 30, 2015 Compared to the Year Ended June 30, 2014
During the year ended June 30, 2015 and 2014, we recognized revenues of $0 and $0 respectively from operations. Revenues from discontinued operations amounted to $78,713 and $612,441 for the years ended June 30, 2015 and 2014 with corresponding cost of revenues of $47,908 and $82,618 respectively.
During the year ended June 30, 2015 we incurred operational expenses of $84,148. During the year ended June 30, 2014 we incurred operational expenses of $61,735. The increase of $22,413 is composed of an increase of $18,306 in accounting and legal costs. During the years ended June 30, 2015 and 2014, we incurred operational expenses of $475,072 and $816,413 respectively in relation to the discontinued operations.
Losses attributable to continuing operations were $84,148 for the year ended June 30, 2015 and $61,735 for the year ended June 30, 2014. Losses attributable to the discontinued operations were $444,267 for the year ended June 30 2015 and $284,885 for the year ended June 30, 2014.
Auditor trail
Item 4.01 Changes in Registrant's Certifying Accountant.
On or about July 23, 2015, JV Group, Inc., a Delaware corporation (the "Company") engaged RBSM, LLC ("New Accountant") to audit and review the Company's financial statements for the fiscal years ending June 30, 2013, June 30, 2014 and June 30, 2015. The New Accountant has been engaged for general audit and review services and not because of any particular transaction or accounting principle, or because of any disagreement with the Company's former accountant, De Joya Griffith & Company, LLC (the "Former Accountant").
On September 18, 2015, the Securities and Exchange Commission ("SEC") suspended De Joya Griffith & Company, LLC, Arthur De Joya, CPA, Jason Griffith, CPA and Philip Zhang, CPA from practicing as accountants on behalf of any publicly traded company or other entity regulated by the SEC. The Former Accountant was dismissed effective July 28, 2015. The Former Accountant's reports on the Company's financial statements during its past two fiscal years did not contain an adverse opinion or disclaimer of opinion, nor was it modified as to uncertainty, audit scope or accounting principles, except for a going concern qualification contained in its audit report for the fiscal years ending June 30, 2014 and 2013. The decision to change accountants was recommended and approved by the Company's Board of Directors. During the fiscal years ended June 30, 2015, June 30, 2014 and June 30, 2013 through the date hereof, the Company did not have any disagreements with the Former Accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of the former accountant would have caused them to make reference in connection with their report to the subject of the disagreement(s).
The New Accountant was engaged effective July 28, 2015. The New Accountant was engaged for general audit and review services and not because of any particular transaction or accounting principle, or because of any disagreement with the Former Accountant. The Company has furnished De Joya Griffith & Company, LLC with a copy of the disclosures under this Item 4.01 and has requested that the Former Accountant provide a letter addressed to the SEC stating whether or not they agree with the statements made herein or stating the reasons in which they do not agree. The letter from the Former Accountant addressed to the Securities and Exchange Commission is filed herewith as Exhibit 16.1.
Comments & Business Outlook
JV GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013 (Amounts in US Dollars) (Unaudited) Three Months Ended Six Months Ended December 31, 2014 December 31, 2014 2014 2013 2014 2013 ------------------------------- ---------------------------- <S> <C> <C> <C> <C> Revenue - 158,679 $ 78,713 $ 309,883 Cost of revenue 9,522 20,059 29,004 40,096 -------------- -------------- ---------------------------- Gross profit (9,522) 138,620 49,709 269,787 Operating expenses General and administrative 42,927 113,777 156,466 203,498 Rent and rates 43,371 87,164 94,069 199,953 Amortization - 8,558 8,551 17,102 Loss on disposal of furniture 4,128 - 111,628 - Depreciation 13,182 34,512 43,499 68,900 -------------- -------------- ---------------------------- Total operating expenses 103,608 244,011 414,213 489,453 -------------- -------------- ---------------------------- Loss from operations (113,130) (105,391) (364,504) (219,666) Other income Interest and other income 1,935 Other expense - - - (871) -------------- -------------- -------------- ------------ Total other income - - - 1,064 --------------------------------- ---------------------------- Net loss $ (113,130) $ (105,391) $ (364,504) $ (218,602) ========================================
Other comprehensive income Foreign currency translation adjustment (96) 58 (156) (924) --------------------------------- ---------------------------- Total comprehensive loss $ (113,226) $ (105,333) $ (364,660) $ (219,526) ===========================================
Loss per common share- basic: $ ($0.00) $ (0.00) $ (0.00) (0.00) ===========================================
Weighted average common shares outstanding: Basic 98,879,655 98,879,655 98,879,655 98,879,655 ============================================
Management Discussion and Analysis
During the three months ended December 31, 2014 and 2013, we recognized revenues of $0 and $158,269 from our service office operations. The decrease of $158,269 is a result of the cessation of operations. During the three months ended December 31, 2014 and 2013, we incurred cost of revenues of $9,522 and $20,059, respectively. During the three months ended December 31, 2014 and 2013, we recognized gross profits of $(9,522) and $138,620, respectively. The resulting decrease in gross profits is a result of the decrease in revenues.
During the three months ended December 31, 2014, we incurred a net loss of $113,130. During the three months ended December 31, 2013, we incurred a net loss of $105,391. The increase of $7,739 was a result of the decrease of $158,679 in revenues combined with a $140,403 decrease in operational expenses and a decrease in cost of revenue of $10,537, as discussed above.
Comments & Business Outlook
JV GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2014 AND 2013 (Amounts in US Dollars) (Unaudited) September 30, 2014 2013 ---------------------------- <S> <C> <C> Revenue $ 78,713 $ 151,204 Cost of revenue 19,482 20,037 ---------------------------- Gross profit 59,231 131,167 Operating expenses General and administrative 110,899 89,721 Rent and rates 53,338 112,789 Amortization 8,551 8,544 Loss on disposal of furniture 107,500 - Depreciation 30,317 34,388 ---------------------------- Total operating expenses 310,605 245,442 ---------------------------- Loss from operations (251,374) (114,275) Other income Interest and other income - 1,934 ------------ ------------ Total other income - 1,934 ---------------------------- Net loss $ (251,374) $ (112,341) ============================ Other comprehensive income Foreign currency translation adjustment (60) (982) ---------------------------- Total comprehensive loss $ (251,434) $ (113,323) ============================ Loss per common share- basic: $ (0.00) $ (0.00) ============================ Weighted average common shares outstanding: Basic 98,879,655 98,879,655 ============================
Management Discussion and Analysis
For the Three Months Ended September 30, 2014 Compared to the Three Months Ended September 30, 2013
During the three months ended September 30, 2014 and 2013, we recognized revenues of $78,713 and $151,204 from our service office operations. The decrease of $72,491 is a result of the fluctuation in clients. During the three months ended September 30, 2014 and 2013, we incurred cost of revenues of $19,482 and $20,037, respectively. During the three months ended September 30, 2014 and 2013, we recognized resulting gross profits of $59,231 and $131,167, respectively. The resulting decrease in gross profits is a result ofthe decrease in revenues.
Comments & Business Outlook
JV GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE YEARS ENDED JUNE 30, 2014 AND 2013 (Amounts in US Dollars) (Audited) June 30, 2014 2013 ---------------------------- <S> <C> <C> Revenue $ 612,441 $ 669,742 Cost of revenue 82,618 80,587 ---------------------------- Gross profit 529,823 589,155 Operating expenses General and administrative 356,005 378,731 Rent and rates 348,899 449,066 Amortization 34,203 88,596 Depreciation 138,170 152,097 ---------------------------- Total operating expenses 877,277 1,068,490 ---------------------------- Loss from operations (347,454) (479,335) Other income (expense) Interest and other income 1,705 - Loss on disposal of furniture (871) - ---------------------------- Total other income (expense) 834 - ---------------------------- Net loss $ (346,620) $ (479,335) ============================ Other comprehensive income Foreign currency translation adjustment 112 779 ---------------------------- Total comprehensive loss $ (346,508) $ (478,556) ============================ Loss per common share- basic: $ (0.$0) (0.00) ============================ Weighted average common shares outstanding: Basic 98,879,655 98,879,655 ============================
Comments & Business Outlook
JV GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2014 AND 2013 (Amounts in US Dollars) (Unaudited) Three Months Ended Nine Months Ended March 31, March 31, 2014 2013 2014 2013 --------------------------------- ---------------------------- <S> <C> <C> <C> <C> Revenue $ 137,208 $ 164,077 $ 447,091 $ 515,740 Cost of revenue 21,888 20,596 61,984 60,829 --------------------------------- ---------------------------- Gross profit 115,320 143,481 385,107 454,911 Operating expenses General and administrative 73,518 78,157 277,016 293,448 Rent and rates 74,305 112,283 274,258 336,539 Amortization 8,551 8,551 25,652 80,114 Depreciation 34,653 34,310 103,553 117,906 --------------------------------- ---------------------------- Total operating expenses 191,027 233,301 680,479 828,007 --------------------------------- ---------------------------- Loss from operations (75,707) (89,820) (295,372) (373,096) Other income (expense) Interest and other income - - 1,935 - Other expense (137) - (1,008) - --------------------------------- ---------------------------- Total other income (expense) (137) - 927 - --------------------------------- ---------------------------- Net loss $ (75,844) $ (89,820) $ (294,445) $ (373,096) ================================= ============================ Other comprehensive income Foreign currency translation adjustment 36 2,410 960 1,734 --------------------------------- ---------------------------- Total comprehensive loss $ (75,808) $ (87,410) $ (293,485) $ (371,362) ================================= ============================ Loss per common share- basic: $ (0.00) (0.00) $ (0.00) (0.00) ================================= ============================ Weighted average common shares outstanding: Basic 98,879,655 98,879,655 98,879,655 98,879,655 ================================= ============================
Investor Alert
Larry O'Donnell, CPA, PC formerly the independent registered public accountant for Atomic Paintball, Inc. ("the Company") resigned as the Company's independent registered public accountant on October 26, 2010, due to his resigning from public audit work.
The Independent Auditor Report by Larry O'Donnell, CPA, PC for the fiscal years ended December 31, 2009 and 2008, contained an opinion which included a paragraph discussing uncertainties related to continuation of the Company as a going concern.
Reverse Merger Activity
Effective June 30, 2010, ASPI, Inc. entered into an Acquisition Agreement with Prestige Prime Office, Ltd.
Company Snapshot:
Office operator in the Far East.
Post Merger Share Calculation :
13,879,655: Pre reverse merger outstanding shares
60,000,000: Shares issued as part of the Share Exchange
GeoTeam® best effort calculation of total post reverse merger shares assuming full conversions: 73,879,655
Financials : Not meaningful