GMCI CORP. (OTCMKTS:GMCI) Files An 8-K Completion of Acquisition or Disposition of Assets

GMCI CORP. (OTCMKTS:GMCI) Files An 8-K Completion of Acquisition or Disposition of Assets

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ITEM 2.01 COMPELTION OF ACQUISITION OR DISPOSITION OF ASSETS.

On March 26, 2015, GMCI Corp. (previously known as Pacific Metals
Corp.), a Nevada corporation (the Company or GMCI), entered into
a Share Exchange Agreement (the SBS Agreement) with all of the
shareholders of SBS Mining Corp. Malaysia Sd. Bhd., (SBS) a
Malaysian corporation. to the Share Exchange Agreement, the
Company acquired 600,000 shares of capital stock of SBS from the
SBS Shareholders and in exchange issued 500,000,000 restricted
shares of its common stock to the SBS Shareholders. As a result
of the Share Exchange Agreement, (i) the Companys principal
business became the business of SBS and (ii) SBS became a wholly
owned subsidiary of the Company.
The completion of the SBS Agreement resulted in the Company
changing its line of business, and, as a result, the Company has
included below the information that would be required if the
Company were filing a general form for registration of securities
on Form 10 under the Securities Exchange Act of 1934.
FORM 10 INFORAMTION
Item 1. Business.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements. These statements
relate to future events or our future financial performance.
These statements often can be identified by the use of terms such
as “may,” “will,” “expect,” “believe,” “anticipate,”
“estimate,” “approximate” or “continue,” or the negative
thereof. We intend that such forward-looking statements be
subject to the safe harbors for such statements. We wish to
caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made.
Any forward-looking statements represent management’s best
judgment as to what may occur in the future. However,
forward-looking statements are subject to risks, uncertainties
and important factors beyond our control that could cause actual
results and events to differ materially from historical results
of operations and events and those presently anticipated or
projected. We disclaim any obligation subsequently to revise any
forward-looking statements to reflect events or circumstances
after the date of such statement or to reflect the occurrence of
anticipated or unanticipated events.
The Company
GENERAL
GMCI Corp. (GMCI, or the Company) was incorporated in the State
of Nevada on June 28, 2006, under the name Pacific Metals Corp..
On March 17, 2015, the Company changed its name to GMCI Corp. by
conducting a statutory merger with its wholly-owned subsidiary,
GMCI Corp., to Nevada Revised Statutes 92A.200 et. seq. As a
result of such merger, the Company was the surviving entity.
On December 12, 2014, a change in control of the Company occurred
by virtue of the company’s largest shareholder, Pacific Gold
Corp., selling 15,110,823 shares of the Company’s common stock
to Legacy Fiduciary Services Limited. Such shares represented
75.2% of the Company’s total issued and outstanding shares of
common stock at the time of the transaction. As part of the sale
of the shares, Legacy Fiduciary Services Limited arranged to
appoint Mr. Lok Khing Ming as the sole officer and director of
the Company at the time.
On January 2, 2015, the Company filed a Certificate of Amendment
with the State of Nevada to (a) increase the number of authorized
shares of Common Stock from 200 million shares to 4 billion
shares; and (b) decrease all of the Company’s then issued and
outstanding shares of Common Stock at a ratio of one (1) share
for every 25 existing shares, with all fractional shares to be
purchased by the Company at the price of $0.02 per share (the
“Reverse Split”). These actions were taken by the Company’s
Board of Directors after receiving the written consent of
shareholders holding 82.7% of the Company’s voting shares.
On March 26, 2015, the Company, entered into a Share Exchange
Agreement (the “SBS Agreement”) with all of the shareholders of
SBS Mining Corp. Malaysia Sd. Bhd., (“SBS”) a Malaysian
corporation whose primary business is mining and exploration of
properties located in Malaysia. to the Share Exchange Agreement,
the Company acquired 600,000 shares of capital stock of SBS from
the SBS Shareholders and in exchange issued 500,000,000
restricted shares of its common stock to the SBS Shareholders.
The 600,000 shares of SBS constituted all of the issued and
outstanding shares of SBS and were held by a total of three (3)
shareholders, including the Company’s sole director and Chief
Executive Officer, Mr. Lok Khing Ming. Mr. Lok Khing Ming owned
ten percent (10%) of SBS, or 60,000 shares. The remaining shares
were owned by Mr. Liew Chin Loong (90,000 shares; 15%), who
resides in Malaysia and LYF Son Realty Sdn. Bhd., a Malaysian
corporation (450,000 shares; 75%). to the Share Exchange
Agreement, Mr. Lok received 50 million shares of the Company’s
common stock; Mr. Liew received 75 million shares; and LYF Son
Realty Sd. Bhd. received 375 million shares. As a result of the
Share Exchange Agreement, SBS became a wholly owned subsidiary of
the Company and the Company now carries on the business of SBS as
its primary business. The closing of the SBS Agreement occurred
on April 23, 2015.
SBS Mining Corp. Malaysia Sdn. Bhd. is a producer of metal ore
and is focused on producing iron ore, bauxite and tin ore.
Currently SBS is principally engaged in the prospecting of
minerals and to carry out the mining of minerals upon successful
exploration. The Company is not in actual development or
production of any mineral deposits.
CURRENT INVESTMENTS
At the time of the acquisition of SBS by GMCI, SBS held licenses
to the following two (2) properties on which it is prospecting
for iron ore mining:
NO
Mining Land
Mining Area
(Hectares)
Sungai Bekil, Mukim Of Batu Talam, State Of Pahang Darul
Makmur, Malaysia
Sungai Semeriang, Mukim Of Batu Talam, State Of Pahang
Darul Makmur, Malaysia
The total mining area measures approximately 100 hectares (247
Acres).
In January 2016, the licenses for these concessions expired.
SBS is in negotiations with the owners of these concessions.
At the time that the SBS Agreement was concluded (approximately
the second quarter of 2015), the market price for iron ore was
between $45 and $65. SBS believed that there would be a
downward trend for iron ore prices and eventually the market
price fell below $45 in December 2015. Therefore, SBS Mining
commenced a plan to move into financing bauxite mining and
trading in the surrounding area. SBS believes that shipments
and demand for bauxite will increase, as illustrated by the
fact that China imported 14 times more bauxite from Malaysia in
November 2014 than in March 2014, after an export ban in
Indonesia stopped supplies of the ore to the world’s biggest
consumer of industrial metals.
Bauxite mines are springing up in Malaysia and shipping an
ever-increasing amount of the raw material used for the
production of aluminum to China, helping fill a gap since
Indonesia banned ore exports in January 2015 in a bid to
encourage value-added processing at home.
China will need around 130 million tonnes of bauxite next year
to feed its fast-growing aluminum industry and must import
about 36.8 million of that, according to consultancy CRU.
“Definitely bauxite imports from Malaysia will increase
significantly next year,” said Wan Ling, an analyst with CRU
in Beijing, forecasting the country’s shipments to China could
reach 10 million tonnes.
COMPETITION
Currently, we do not have any direct competition with respect
to the specific properties we hold licenses to. If we develop
production capacity with respect to bauxite, we would compete
with other suppliers of these materials. Because bauxite is
sourced world-wide, our competition would include companies
operating in diverse locations such as Australia, the Peoples
Republic of China, Brazil, and India, among others. The
companies that commonly are producing materials of this nature
are large capitalization companies, with established mining
clams and operations. Their deposits are often refined and sold
through related parties or to and through companies with which
they have long standing relationships.
In terms of developing our business plan and conducting
exploration and later deposit development, we also expect to
compete for qualified geological and environmental experts to
assist us in our exploration of mining prospects, as well as
any other consultants, employees and equipment that we may
require in order to conduct our operations.
Currently, there is significant competition for financial
capital to be deployed in mining and material extraction.
Therefore, it is difficult for smaller companies such as us to
attract investment for its exploration activities. We cannot
give any assurances that we will be able to compete for capital
funds, and without adequate financial resources management
cannot assure that the Company will be able to compete in
exploration activities and ultimately in material deposit
development, production and sales.
REGULATION
The exploration and development of a mining prospect in
Malaysia is subject to regulation by a number of governmental
authorities. The regulations address many environmental issues
relating to air, soil and water contamination and apply to many
mining related activities including exploration, mine
construction, mineral and ore extraction, ore milling, water
use, waste disposal and use of toxic substances. In addition,
we are subject to regulations relating to labor standards,
occupational health and safety, mine safety, general land use,
export of minerals and taxation. Many of the regulations
require permits or licenses to be obtained and the filing of
certain notices, the absence of which or inability to obtain
will adversely affect the ability for us to conduct our
exploration, development and operation activities. The failure
to comply with the regulations and terms of permits and
licenses may result in fines or other penalties or in
revocation of a permit or license or loss of a prospect.
EMPLOYEES
Effective December 12, 2014, Mr. Lok Khing Ming was added as
the Chief Executive Officer, President, Treasurer and sole
director of the Company.
As of the closing of the SBS Agreement, Mr. Lok does not draw a
salary. Notwithstanding the current arrangement, the Company
may pay Mr. Lok a salary or other compensation on a bonus basis
in the future, in amounts determined in the discretion of the
Company or as negotiated, which compensation may take the form
of cash, stock issuances, employee options and promissory
notes.
On October 5, 2016, the Board of Directors (the Board) of GMCI
Corp., a Nevada corporation (the Company), appointed its
current Chief Executive Officer, Mr. Lok Khing Ming, as the
Companys Chairman of the Board.
Concurrently therewith, Mr. Calvin Chin, the Companys current
Chief Financial Officer (CFO) was appointed as the Chief
Executive Officer (CEO), which left a vacancy for the position
of Chief Financial Officer. The following individuals were
therefore appointed to their respective positions:
M.W. Jason Chan as the Companys Chief Financial Officer.
S.N. Loh as the Companys Chief Operating Officer.
Dr. Brian Kee Mun Wong as the Companys Chief Marketing Officer.
Kevin Chea Lin Liu as the Companys Chief Sales Officer.
Following is biographical information for each of the new
Officers listed above.
M.W. Jason Chan
From August 2010 to September 2016, Mr. Chan managed a
portfolio of audit clients with divergent operations, including
but not limited to, public offerings, due diligence audits,
restructuring and reverse takeovers for Baker Tilly Monteiro
Heng, an accounting and audit firm located in Kuala Lumpur, as
its Director of Transaction Reporting division.
S.N. Loh
From April 2012 to October 2015, Mr. Loh was the General
Manager responsible for marketing, sales, business
development and planning for WRP Asia Pacific Sd. Bhd., a
medical glove manufacturing company located in Malaysia. From
August 2009 to March 2012, Mr. Loh was the Operations
Director, responsible for factory operations, for Vinh Chanh
Co. Ltd., a bio mass fuel supplier in Vietnam.
Dr. Brian Kee Mun Wong
From March 2016 to August 2016, Dr. Wong was Marketing
Director for Putra Business School in Serdang, Malaysia.
While in this position he was responsible for implementing
new marketing strategies for the school. From November 2014
to February 2016, he was Head of Infrastructure Segment
(Marketing) for Lafarge Malaysia Bhd, a construction company
located in Damansara, Malaysia. His responsibilities in this
position included overseeing the budget and growth of the
infrastructure segment business. From February 2013 to
October 2014, Dr. Wong was responsible for market
intelligence data as Head of Research Informatics at Malaysia
Healthcare Travel Council in Malaysia. From July 2009 to June
2011, Dr. Wong was a faculty member in Taylors University,
Malaysia.
Kevin Chea Lin Liu
From March 2014 to March 2016, Mr. Liu was Managing Director
responsible for recruitment at AIMS Select, a human resources
management and services company located in Kuala Lumpur,
Malaysia. From November 2010 to January 2014, Mr. Liu was
Head of Retail Sales for Maxis, a telecommunications company
located in Malaysia.
Executive Offices
Our principal executive offices are located at Level 1 Tower
1 Avenue 3 The Horizon, Bangsar South City, Kuala Lumpur,
Malaysia 59200. Our telephone number is 60-3-2242-2259.
Item 1A. Risk Factors.
Risks Related to Our Business
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
Jumpstart Our Business Startups Act of 2012 (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.
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 as of any June 30.
Our status as an emerging growth company under the JOBS Act
of 2012 may make it more difficult to raise capital as and
when we need it. Because of the exemptions from various
reporting requirements provided to us as an emerging growth
company and because we will have an extended transition
period for complying with new or revised financial accounting
standards, we may be less attractive to investors and it may
be difficult for us to raise additional capital as and when
we need it. Investors may be unable to compare our business
with other companies in our industry if they believe that our
financial accounting is not as transparent as other companies
in our industry. If we are unable to raise additional capital
as and when we need it, our financial condition and results
of operations may be materially and adversely affected.
We have elected not to have to comply with new and revised
accounting standard while we are an emerging growth company
until such standards apply to private companies, which means
our financial statements may not be comparable to other
public companies.
The JOBS Act affords us the ability to delay the adoption of
new or revised accounting standards that have different
effective dates for public and private companies until those
standards apply to private companies. This election, which we
have made, is irrevocable. The result of this election means
that our financial statements may not be comparable to other
public companies that comply with the accounting standards
when effective.
There is substantial doubt as to whether we can continue as a
going concern.
Our auditors have included an explanatory paragraph in their
opinion that accompanies our audited financial statements as
of and for the year ended December 31, 2014, indicating that
our accumulated deficit of $437,925and negative working
capital of $332,559 raise substantial doubt about our ability
to continue as a going concern. The accompanying financial
statements do not include any adjustments that might result
from the outcome of this uncertainty. At June 30, 2015, we
had an accumulated deficit of $606,962 and negative working
capital of $505,080.
If we are not able to face and solve one or more of the
challenges that a developing company in the mining industry
typically encounters, we will not succeed in implementing
our business plan.
We expect to face many challenges in our business. These
will include, but are not limited to:
Engaging and retaining the services of qualified
geological, engineering and mining personnel and
consultants;
Establishing and maintaining budgets;
Implementing appropriate financial controls;
Acquiring relevant mineral and ore deposit data
efficiently;
Staking and evaluating appropriate prospects;
Establishing initial exploration plans for mining
prospects;
Obtaining and verifying studies to determine
mineral and ore deposit levels on our prospects;
Ensuring the necessary exploratory and operational
permits are filed on a timely basis, and the
necessary permits are maintained and approved by
the federal and state authorities; and
Adhering to regulatory requirements.
The failure to address one or more of these above factors
may impair our ability to carry out our business plan. In
that event, an investment in the company would be
substantially impaired.
We will be dependent on locating and hiring, at economical
rates, independent consultants and occasional workers for
the implementation of our business plan.
To locate, obtain and evaluate prospects and to conduct
initial testing and later on any excavation and processing,
we will rely on consultants and occasional workers in
addition to our own staff. We may not be able to locate,
employ or retain persons with the appropriate experience
and skills to successfully execute our business plan. The
inability to do the proposed actions on a timely basis or
at all may result in the delay of implementing our business
plan, thereby causing additional expense or our business
failure.
Mineral and ore extraction has many risks associated with
it, which risks may make our business more costly or more
difficult to pursue. We may have to curtail our operations
if we are not able to surmount any issues that we
encounter.
Mineral and ore exploration has significant risks. Some of
the exploratory risks include the following:
It is dependent on locating commercially viable
mineral or ore deposits in our prospects and
skillful management of prospects once found or
located; and
Mineral and ore deposits may vary substantially in
a prospect, rendering what was initially believed a
profitable deposit of little or no value.
Mineral and ore exploration and ultimate exploitation may
be affected by unforeseen changes including:
Changes in the value of minerals and ore;
Changes in regulations, including mining and
environmental regulations;
Environmental concerns about mining in an area or
in general, particularly in relation to minerals
and ores in the rare earth category;
Technical issues relating to extraction, such as
rock falls, subsidence, flooding and weather
conditions; and
Labor issues.
Any of these individually or together could delay or halt
implementation of the business plan or raise costs to
levels that may make it unprofitable or impractical to
pursue our business objectives.
Our business future is dependent on finding prospects
with sufficient mineral and ore grade and consistency
without which it may not be practical to pursue the
business plan, and investors will lose their investment.
Our business model depends on locating prospects with
commercially sufficient amounts of iron ore, bauxite, and
tin ore. Until actual extraction and processing is
undertaken, we will not know if our prospects have
commercially viable mineral or ore deposits that can be
profitably marketed. Even if initial reports about a
particular prospect are positive, subsequent activities
may determine that the prospect is not commercially
viable. Thus, at any stage in the exploration and
development process, we may determine there is no
business reason to continue, and at that time, our
financial resources may not enable us to continue
exploratory operations and will cause us to terminate our
current business plan. If we do substantially curtail or
terminate our business, investors will lose their entire
investment.
The properties that the Company holds licenses to may not
have any of the mineral or ore deposits sought by the
Company or if there are such mineral or ore deposits,
they may not be commercially viable, therefore causing a
total loss of investment in the Company.
The probability of the properties that the Company holds
licenses to having mineral or ore deposits of iron ore,
bauxite or tin ore that are commercially viable is
remote. The fact that mining is a capital intensive and
operationally an expensive business, and natural
resources are subject to market volatility, makes
commercial viability difficult to assess and obtain.
Therefore, the exploration activities may result in a
final decision that there is no commercial point in
pursing the mining properties. In that event, investors
will lose their investment in the Company with no
prospect of realizing on their investment.
Regulatory compliance is complex and the failure to meet
all the various requirements could result in loss of a
prospect, fines or other limitations on the proposed
business.
We will be subject to regulation by numerous governmental
authorities in Malaysia. The failure or delay in making
required filings and obtaining regulatory approvals or
licenses will adversely affect our ability to explore for
viable mineral or ore deposits and carry out subsequent
aspects of our business plan. The failure to obtain and
comply with any regulations or licenses may result in
fines or other penalties, and even the loss of our rights
over a prospect. We expect compliance with these
regulations to be a substantial expense in terms of time
and cost. Therefore, compliance with or the failure to
comply with applicable regulation will affect our ability
to succeed in our business plan and ultimately to
generate revenues and profits.
Our business plan is premised on the price of minerals
and ores in the global markets.
Our business plan depends on the price of minerals and
ores in the global markets. The viability of any
commercialization of minerals and ores will depend on the
cost of recovery versus the market price of the mineral
or ore and whether or not it has uses in the markets. An
increase in market use and price will encourage industry
interest in mine development of smaller operations such
as our prospects and improve the likelihood of our
overall success. The viability of our business plan is
also dependent on the price of minerals and ores
remaining at least at current prices. If prices fall
substantially from the current levels, then our costs
will be such that there will be insufficient profit
margins and incentives to pursue our business plan. In
that event, the Company will have to curtail its business
plan and investors will lose their investment.
The Company faces competition from established mining
operations and competition may develop among the junior
mining companies, which will be better able to locate,
stake and explore new mineral and ore sources more cost
effectively and quicker than us.
There are many established mining companies that command
greater resources than those available to the Company.
These established companies have adequate financing,
established claims, operations that are working and
established means of extracting, processing and
distribution. Additionally, there are numerous junior
mining, exploration and production companies in existence
that may be compete with us if the prices iron ore,
bauxite or tin ore increase. These smaller companies may
be more established and have resources unavailable to the
Company, which will provide them advantage in their
exploration, development and extraction activities. These
companies likely would be able to reach production stages
sooner than the Company and obtain market share before
us. If our competition is such that we cannot compete and
generate a sufficient return on our investment and
operations, we may be forced to curtail our operations,
resulting in a loss to investors.
We will compete with other mining enterprises for
appropriate consultants and employees.
We will compete in the hiring of appropriate geological,
engineering, permitting, environmental and other
operational experts to assist with the location,
exploration and development of prospects and
implementation of our business plan. We believe we will
have to offer or pay appropriate cash compensation and
options to induce persons to be associated with an
early-stage exploration company. If we are unable to make
appropriate compensation packages available to induce
persons to be associated with the Company because of its
limited resources, we will not be able to hire the
persons we need to carry out our business plan. In that
event, investors will have their investment impaired or
it may be entirely lost.
The Company will require additional capital to fund
expanded operations, without which we will have to
curtail our plans and investors, may lose the potential
of their investment.
To commence our business plan, we will need additional
capital. We believe we will need substantial amounts of
equity investment in the early stages of our business
plan. If we encounter unexpected expenses, the initial
amounts of working capital will have to be increased,
therefore, we may need additional capital sooner than
expected during the exploratory stages of the business
plan. The mining business, in all of its aspects,
requires significant capital. Without additional capital
the Company will have to curtail or substantially modify
its overall business plan or abandon elements of it.
As of June 30, 2015 the Company had approximately
$624,526 in related party debt, which if it cannot repay
when due, will permit the holders to seek renegotiation
or bankruptcy alternatives, the result of which could
terminate implementation of the business plan.
The Company has $624,526 of debt related to advances from
our majority shareholder, officers and directors to meet
obligations in the normal course and for general working
capital. From time to time, the Company may also have
trade debt and equipment financing outstanding. If the
Company is unable to repay any of its obligations when
due, the creditors could put the company into bankruptcy
or force renegotiation of the terms of outstanding debt
on terms that may be substantially less favorable. In
either event, the ability of the Company to pursue its
business plan will be impaired and the equity of the
company will become worthless. To settle existing debt
and any other debt outstanding from time to time, the
Company may seek agreement with the holders to exchange
the debt or obligation for shares of capital stock. In
that case, there may be dilution experienced by investors
in the Company. The management cannot predict whether it
will be able to use any capital stock in this manner or
the amount of capital stock that may have to be issued.
The Company does not have any identified sources of
additional capital, the absence of which may prevent it
from continuing its operations.
The Company does not have any arrangements with any
investment banking firms or institutional lenders.
Because we will need additional capital in the future, we
will have to expend significant effort to raise operating
funds. These efforts may not be successful, and they may
be disruptive to our executives other responsibilities
and our operations. In the absence of necessary capital,
we will have to limit or curtail operations.
A majority stockholder has the ability to control our
business direction.
Because our majority stockholder owns approximately 52%
of the issued and outstanding shares of common stock, it
is in a position to control the election of our board of
directors and the selection of officers, management and
consultants. Therefore, investors will be entirely
dependent on its judgment in implementing the business
plan of the Company.
There is not an active trading market for our common
stock, and if a market for our common stock does not
develop, our investors may be unable to sell their
shares.
Our common stock is currently quoted on the OTC Pink
trading system. The OTC Pink trading system is not a
listing service or exchange, but is instead a dealer
quotation service for subscribing members. The
securities that trade on the OTC Pink trading system
tend to be highly illiquid, and there is a greater
chance of market volatility for securities that trade
on the OTC Pink. In addition, the value of our common
stock could be affected by many factors such as the
following, some of which we may not be able to control
or influence:
Actual or anticipated variations in our
operating results;
Changes in the market valuations of other
companies operating in our industry;
Announcements by us or our competitors of
significant acquisitions, strategic
partnerships, joint ventures or capital
commitments;
Additions or departures of key personnel;
Sales of our common stock or other securities
in the open market; and
Conditions or trends in the market in which we
operate.
In a volatile market, investors may experience wide
fluctuations in the market price of our securities.
These fluctuations may prevent investors from obtaining
a market price equal to the purchase price upon an
attempt to sell our securities in the open market. In
these situations, investors may be required either to
sell our securities at a market price which is lower
than the purchase price, or to hold our securities for
a longer period of time than planned. An inactive
market may also impair our ability to raise capital by
selling shares of capital stock and may impair our
ability to acquire other companies, assets or
technologies by using common stock as consideration.
A decline in the price of our common stock could affect
our ability to raise further working capital, it may
adversely impact our ability to continue operations and
we may go out of business.
A prolonged decline in the price of our common stock
could result in a reduction in the liquidity of our
common stock and a reduction in our ability to raise
capital. Because we may attempt to acquire a
significant portion of the funds we need in order to
conduct our planned operations through the sale of
equity securities, or convertible debt instruments, a
decline in the price of our common stock could be
detrimental to our liquidity and our operations because
the decline may cause investors to not choose to invest
in our stock. If we are unable to raise the funds we
require for all our planned operations, we may be
forced to reallocate funds from other planned uses and
may suffer a significant negative effect on our
business plan and operations, including our ability to
develop new products and continue our current
operations. As a result, our business may suffer, and
not be successful and we may go out of business. We
also might not be able to meet our financial
obligations if we cannot raise enough funds through the
sale of our common stock and we may be forced to go out
of business
Because our principal assets will be located in
Malaysia, outside of the United States, and some of our
officers and directors, reside outside of the United
States, it may be difficult for an investor to enforce
any right based on U.S. federal securities laws against
us and/or our officers and directors, or to enforce a
judgment rendered by a United States court against us
or our officers or directors.
Our principal operations and assets will be located in
Malaysia, outside of the United States, and some of our
officers and directors are non-residents of the United
States. Therefore, it may be difficult to effect
service of process on all our officers or directors in
the United States, and it may be difficult to enforce
any judgment rendered against our officers or
directors. As a result, it may be difficult or
impossible for an investor to bring an action against
all our officers or directors, in the event that an
investor believes that such investor’s rights have
been infringed under the U.S. securities laws, or
otherwise. Even if an investor is successful in
bringing an action of this kind, the laws of Malaysia,
or any other country, may render that investor unable
to enforce a judgment against the assets of our
officers or directors. As a result, our shareholders
may have more difficulty in protecting their interests
through actions against our management, officers or
directors, compared to shareholders of a corporation
doing business and whose officers and directors reside
within the United States.
Additionally, because of our assets are located outside
of the United States, they will be outside of the
jurisdiction of United States courts to administer, if
we become subject of an insolvency or bankruptcy
proceeding. As a result, if we declare bankruptcy or
insolvency, our shareholders may not receive the
distributions on liquidation that they would otherwise
be entitled to if our assets were to be located within
the United States under United States bankruptcy laws.
We believe that if the prospective investors are
located outside of the United States, that the
protection afforded them by the United States
bankruptcy code will be unavailable for them, or that
it may not be enforceable where the primary assets are
located.
We cannot assure you that we will declare dividends or
have the available cash to make dividend payments, and
as a result you may not receive any return on
investment unless you sell your common stock for a
price greater than that which you paid for it.
Although we do not currently intend to pay dividends,
to the extent we decide in the future to pay dividends
on our common stock, we will pay such dividends at such
times and in such amounts as the board of directors
determines appropriate and in accordance with
applicable law. Our board of directors may take into
account general and economic conditions, our financial
condition and results of operations, our available cash
and current and anticipated cash needs, capital
requirements, contractual, legal, tax and regulatory
restrictions and implications on the payment of
dividends by us to our stockholders or by our
subsidiaries to us and such other factors as our board
of directors may deem relevant. There can be no
assurance that we will pay dividends going forward or
as to the amount of such dividends. As a result, you
may not receive any return on an investment in our
common stock unless you sell our common stock for a
price greater than that which you paid for it.
Our common stock is and will be subordinate to all of
our existing and future indebtedness.
Shares of our common stock are common equity
interests in us and, as such, will rank junior to all
of our existing and future indebtedness and other
liabilities. Additionally, our right to participate
in a distribution of assets upon any of our
subsidiaries liquidation or reorganization is subject
to the prior claims of that subsidiarys creditors.
Because we may be subject to the penny stock rules,
you may have difficulty in selling our common stock.
Our common stock may be subject to regulations of the
SEC relating to the market for penny stocks. Penny
stock, as defined by the Penny Stock Reform Act, is
any equity security not traded on a national
securities exchange that has a market price of less
than $5.00 per share. The penny stock regulations
generally require that a disclosure schedule
explaining the penny stock market and the risks
associated therewith be delivered to purchasers of
penny stocks and impose various sales practice
requirements on broker-dealers who sell penny stocks
to persons other than established customers and
accredited investors. The broker-dealer must make a
suitability determination for each purchaser and
receive the purchasers written agreement prior to the
sale. In addition, the broker-dealer must make
certain mandated disclosures, including the actual
sale or purchase price and actual bid offer
quotations, as well as the compensation to be
received by the broker-dealer and certain associated
persons. The regulations applicable to penny stocks
may severely affect the market liquidity for your
common stock and could limit your ability to sell
your securities in the secondary market.
The Financial Industry Regulatory Authority (FINRA)
sales practice requirements may also limit your
ability to buy and sell our common stock, which could
depress the price of our shares.
FINRA has adopted rules that require broker-dealers
to have reasonable grounds for believing that an
investment is suitable for a customer before
recommending that investment to the customer. Prior
to recommending speculative low-priced securities to
their non-institutional customers, broker-dealers
must make reasonable efforts to obtain information
about the customers financial status, tax status and
investment objectives, among other things. Under
interpretations of these rules, FINRA believes that
there is a high probability such speculative
low-priced securities will not be suitable for at
least some customers. Thus, FINRA requirements make
it more difficult for broker-dealers to recommend
that their customers buy our common stock, which may
limit your ability to buy and sell our shares, have
an adverse effect on the market for our shares, and
thereby depress our share price.
Item 2. Financial Information.
This current report on Form 8-K contains
forward-looking statements within the meaning of the
federal securities laws. These include statements
about our expectations, beliefs, intentions or
strategies for the future, which we indicate by words
or phrases such as anticipate, expect, intend, plan,
will, we believe, management believes and similar
language. Except for the historical information
contained herein, the matters discussed in this
Managements Discussion and Analysis of Financial
Condition and Results of Operations, and elsewhere in
this current report on Form 8-K are forward-looking
statements that involve risks and uncertainties. The
factors listed in the section captioned Risk Factors,
as well as any cautionary language in this current
report on Form 8-K, provide examples of risks,
uncertainties and events that may cause our actual
results to differ materially from those projected.
Except as may be required by law, we undertake no
obligation to update any forward-looking statement to
reflect events after the date of this current report
on Form 8-K.
Overview
We intend for this discussion to provide information
that will assist in understanding our financial
statements, the changes in certain key items in those
financial statements, and the primary factors that
accounted for those changes, as well as how certain
accounting principles affect our financial
statements.
The Company is regarded as a smaller reporting
company, as such term is defined in Item 10(f) of
Regulation S-K promulgated by the Securities and
Exchange Commission under the Securities Act of 1933,
and as such it is not required to provide the
Selective Financial Data and Quantitative and
Qualitative Disclosures about Market Risk information
otherwise required under this item.
Fiscal Years Ended June 30, 2015 and 2014
The following discussion and analysis should be read
in conjunction with SBSs audited Income Statements
and Cash Flow Statements, for the twelve (12) month
periods ended June 30, 2015 and 2014, and
accompanying notes that appear in Exhibit 99.1 in
this current report.
Overall Operating Results of SBS
SBS does not have the financial resources and does
not have any commitments for funding from unrelated
parties or any other agreements that will provide
working capital. We cannot give any assurance that we
will locate any funding or enter into any agreements
that will provide the required operating capital. SBS
has been dependent on its shareholders and third
parties to provide it with working capital since
inception.
During the fiscal year ended June 30, 2014, SBS
received a total of $446,601 from its controlling
shareholder and related parties including officers
and directors, and received a further $218,289 from
these parties to fund SBS operations during the
fiscal year ended June 30, 2015.
Revenue
SBS had no revenues during the fiscal years ended
June 30, 2015 and 2014.
Operating Expenses
SBS Operating Expenses for the year ended June 30,
2015 were $304,808, compared to Operating Expenses of
$274,568 for the year ended June 30, 2014.
Operating Expenses for the fiscal year ended June 30,
2015 included exploration expenses of $3,651, office
and general administrative costs of $111,142,
depreciation of $29,064, salaries and benefits of
$144,108 and professional fees of $16,043, compared
to exploration expense of $130,393, office and
general administrative costs of $85,458, depreciation
of $21,966, salaries and benefits of $32,052 and
professional fees of $4,699, for the year ended June
30, 2014.
Liquidity and Capital Resources:
Cash Flows
Operating Activities
For the fiscal year ended June 30, 2015, net cash
used by operating activities was $201,684. The
negative cash flow for such period related to SBS
net loss of $304,008, adjusted for depreciation of
$29,064, an increase in other receivables and
deposits in the amount of $149,529, an increase in
other payables and accrual in the amount of $4,500,
an increase in amounts due to holding company in
the amount of $215,179 and an increase in amounts
due to related parties of $3,110.
For the fiscal year ended June 30, 2014, net cash
provided by operating activities was $177,782. The
positive cash flow for such period related to SBS
net loss of $275,451, adjusted for depreciation of
$21,966, an increase in amount due from related
parties of $22,100, an increase in other receivable
and deposits in the amount of $354, an increase in
other payables and accrual in the amount of $7,120,
an increase in amounts due to holding company in
the amount of $412,589 and an increase in amounts
due to related parties of $34,012.
Investing Activities
For the fiscal year ended June 30, 2014, net cash
us by investing activities was $4,007 for purchase
plant and equipment, compared to $138,842 for the
prior fiscal year.
Financing Activities
For the fiscal year ended June 30, 2015, net cash
provided from financing activities was $152,820,
which was comprised of proceeds from the sale of
common stock. For the prior fiscal year, net cash
provided from financing activities was $30,673,
which was comprised of proceeds from the sale of
common stock.
Liquidity
Through the date of completion of the SBS
Agreement, SBS has funded its operations primarily
with capital provided by its controlling
shareholder and related parties through advances
proceeds from the offering of common stock. SBS
does not have further commitments from any party
with regards to meeting its operating requirements.
As of June 30, 2015, SBS had $4,940 in cash on
hand, $137,942 in other receivables and deposits
and $19,393 in amounts due from related parties,
compared to $0,916 in cash on hand, $1,913 in other
receivables and deposits and $22,820 in amounts due
from related parties as of June 30, 2014. Since SBS
is unable to reasonably project its future revenue,
it must presume that it will not generate revenue
to sustain its operations for the next twelve (12)
months. If we are not able to generate sufficient
revenue, we will need to obtain additional debt or
equity funding after the next twelve (12) month
period but there can be no assurances that such
funding will be available to us in sufficient
amounts or on reasonable terms.
Off-Balance Sheet Arrangements
As of June 30, 2015, the Company had no off-balance
sheet arrangements.
JOBS Act – Adoption of New and Revised Standards
The JOBS Act affords us the ability to delay the
adoption of new or revised accounting standards
that have different effective dates for public and
private companies until those standards apply to
private companies. This election, which we have
made, is irrevocable. The result of this election
means that our financial statements may not be
comparable to other public companies that comply
with the accounting standards when effective.
Emerging Growth Company Status
We have elected to be treated as an emerging growth
company under the federal securities laws and will
be subject to reduced public company reporting
requirements. 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.
Going Concern
SBS auditors have included an explanatory paragraph
in their opinion that accompanies our audited
financial statements as of and for the year ended
June 30, 2015, indicating that SBS accumulated
deficit of $578,770 and negative working capital of
$432,471 raise substantial doubt about its ability
to continue as a going concern. We do not have any
current prospects for obtaining financing and as
part of our business plan and we intend to seek
operational capital to commence our exploration
activities and maintain our operations. We do not
have any prospects for generating revenues within
the near or longer-term future because we are in
the exploration stage of a mining business.
Therefore, we may not be able to continue with our
business plan and have to curtail our operations
and any early exploration activities.
New Accounting Pronouncements
We do not expect the adoption of recently issued
accounting pronouncements to have a significant
impact on its results of operations, financial
position, or cash flow.
Item 3. Properties.
The Company office is located at Level 1 Tower 1
Avenue 3 The Horizon, Bangsar South City, Kuala
Lumpur, Malaysia 59200. The SBS office is located
at No 1, 1st Floor, Lorong Sekilau 1, Bukit
Sekilau, 25200 Kuanan, Pahang Darul Makmur,
Malaysia.
Item 4. Item Security Ownership of Certain
Beneficial Owners and Management.
The following table sets forth certain
information concerning the number of shares of
our common stock owned beneficially as of January
15, 2017 by: (1) each person, or group of
affiliated persons, who is known by us to
beneficially own more than 5% of our common
stock; (2) each of our directors and named
executive officers; and (3) all of our current
directors and executive officers as a group.
Unless otherwise indicated, the stockholder
listed possesses sole voting and investment power
with respect to the shares shown.
Name and Address of Beneficial Owner
Amount and Nature of
Beneficial Ownership(1)
Percentage
of Class
Named Directors and Executive Officers
Lok Khing Ming(2)
No. 20 Jalan Raja Nong 6
Taman Bunga Raya
41000 Klang
Selangor DE, Malaysia
50,000,000
6.937%
Calvin Chin Chief Executive Officer
Perdana Exclusive Condo, Jalan PJU8/1
47820 Damansara Perdana
Petaling Jaya, Selangor
Malaysia
-0-
M.W. Jason Chan – Chief Financial Officer
Level 1, Tower 1
Avenue 3, The Horizon
Bangsar South City 59200
Malaysia
-0-
S.N. Loh Chief Operating Officer
19 Laluan Lapangan Siber 3
Bandar Cyber
Ipoh Perak 31350
Malaysia
-0-
Directors and Executive Officers as a
Group(2)
50,000,000
6.937%
5% Shareholders
Lok Khing Ming(2)
No. 20 Jalan Raja Nong 6
Taman Bunga Raya
41000 Klang
Selangor DE, Malaysia
50,000,000
6.937%
LYF Son Realty Sdn. Bhd.
37A 1st Fl. Linstasan
Perajuirt 6
Taman Perak
31400 IPOH Perak, Malaysia
375,000,000
52.03%
Liew Chin Loong
L/491-B, Jin Pengkalan Chepa
15400 Kota Bahru
Kelantan, Malaysia
75,000,000
10.41%
All 5% Shareholders as a Group
500,000,000
69.38%
(1)
Under Rule 13d-3, a beneficial owner of a
security includes any person who,
directly or indirectly, through any
contract, arrangement, understanding,
relationship, or otherwise has or shares:
(i) voting power, which includes the
power to vote, or to direct the voting of
shares; and (ii) investment power, which
includes the power to dispose or direct
the disposition of shares. 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 the
shares (for example, upon exercise of an
option) 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 outstanding
is deemed to include the amount of shares
beneficially owned by such person (and
only such person) by reason of these
acquisition rights. As a result, the
percentage of outstanding shares of any
person as shown in this table does not
necessarily reflect the persons actual
ownership or voting power with respect to
the number of shares of common stock
actually outstanding on January 15, 2017.
As of January 15, 2017, there were
720,802,346 shares of our companys common
stock issued and outstanding.
(2)
Lok Khing Ming, was appointed as Chief
Executive Officer and sole director of
the Company effective December 12, 2014
and then appointed as the Chairman of the
Board on October 5 2016 and replaced as
CEO by Calvin Chin.
Changes in Control
We are unaware of any contract or other
arrangement or provisions of our Articles or
Bylaws the operation of which may at a
subsequent date result in a change of control
of our company. There are not any provisions in
our Articles or Bylaws, the operation of which
would delay, defer, or prevent a change in
control of our company.
Item 5. Directors and Executive Officers.
(a) (b) Identification of Directors and
Executive Officers.
The Company: The following table identifies all
of the members of the Companys Board of
Directors and its Executive Officers, as of
January 31, 2017. The members of the Board
serve until the next annual meeting and a
successor is appointed and qualified, or until
resignation or removal.
Name
Age
Positions Held
Date of Appointment
Lok Khing Ming
Chairman of the Board of Directors
October 5, 2016(1)
Calvin Chin
Chief Executive Officer
October 5, 2016(2)
M.W. Jason Chan
Chief Financial Officer
October 5, 2016
S.N. Loh
Chief Operating Officer
October 5, 2016
(1)
Mr. Lok was originally appointed as an
officer and director on December 12,
2014.
(2)
Mr. Chin was originally appointed as
the Chief Financial Officer of GMCI on
October 1, 2015.
(c) Identification of certain significant
employees. The Company currently does not have
any significant employees.
(d) Family relationships. None.
(e) Business experience
Mr. Lok Khing Ming Member of the Board of
Directors, Chief Executive Officer, President
and Treasurer
Mr. Lok Khing Ming was previously the
managing director of SBS Mining Corporation
Malaysia Sdn. Bhd., a company engaged in
mining and trading iron ore. Mr. Lok’s
responsibilities include leading the
exploration for mining opportunities in and
around Malaysia, developing business
strategies and implementing the Company’s
marketing plan. From 2007-2010, Mr. Lok was
General Manager of Asia East Coast Mining
Sdn. Bhd., a company engaged in gold mining.
In November 1991 Mr. Lok earned a Diploma in
Electronic Engineering from the Federal
Institute of Technology, Malaysia.
Calvin Chin Chief Executive Officer
Mr. Chin was the Head of Finance for
HCM-Hygenic Corporation (M) Sdn. Bhd. (US
multinational corporation) located in Batu
Gajah, Perak, Malaysia) from July 2004 to
October 2015. Mr. Chins duties included leading
and emerging the finance team and assisting the
managing auditor in management of the daily
business operations. Mr. Chin, acting as one of
the local directors for the Malaysia entity and
sat on the Board of Directors as part of a
decision maker for the Malaysia business
entity. Mr. Chin reported directly to the CFO
based in the Unites States on the financial
position of the Malaysia Corporation.
Mr. Chin was a lead auditor with Ernst Young
from 2004 to 2008 and has auditing experience
in specializing in Manufacturing, retailing,
plantation and property development industry.
Mr. Chin earned a Professional degree from the
Association of Certified Chartered Accountants.
(ACCA , UK)
M.W. Jason Chan Chief Financial Officer
From August 2010 to September 2016, Mr. Chan
managed a portfolio of audit clients with
divergent operations, including but not limited
to, public offerings, due diligence audits,
restructuring and reverse takeovers for Baker
Tilly Monteiro Heng, an accounting and audit
firm located in Kuala Lumpur, as its Director
of Transaction Reporting division.
S.N. Loh Chief Operating Officer
From April 2012 to October 2015, Mr. Loh was
the General Manager responsible for marketing,
sales, business development and planning for
WRP Asia Pacific Sd. Bhd., a medical glove
manufacturing company located in Malaysia. From
August 2009 to March 2012, Mr. Loh was the
Operations Director, responsible for factory
operations, for Vinh Chanh Co. Ltd., a bio mass
fuel supplier in Vietnam.
(f) Involvement in certain legal proceedings.
None of the Companys executive officers or
directors have been involved in any legal
proceedings during the past ten (10) years.
(g) Promoters and control persons.
LYF Son Realty SDN. BHD. is the Companys
controlling shareholder and is a Malaysian
corporation. LYF Son has not been a party to
any legal proceedings at any time during the
past ten (10) years.
Item 6. Executive Compensation.
The Company has not paid any compensation to
any of its officers or directors and does not
have any agreements in place or
understandings to pay any compensation to its
officers and directors.
Item 7. Certain Relationships and Related
Transactions and Director Independence.
Other than as described below, the Company
has not engaged in any transactions with any
of its related persons.
On March 26, 2015, the Company, entered into
a Share Exchange Agreement (the “Share
Exchange Agreement”) with all of the
shareholders of SBS Mining Corp. Malaysia Sd.
Bhd., (“SBS”) a Malaysian corporation whose
primary business is mining and exploration of
properties located in Malaysia. to the Share
Exchange Agreement, the Company acquired
600,000 shares of capital stock of SBS from
the SBS Shareholders and in exchange issued
500,000,000 restricted shares of its common
stock to the SBS Shareholders.
The 600,000 shares of SBS constituted all of
the issued and outstanding shares of SBS and
were held by a total of three (3)
shareholders, including the Company’s sole
director and Chief Executive Officer, Mr. Lok
Khing Ming. Mr. Ming owned ten percent (10%)
of SBS, or 60,000 shares. The remaining
shares were owned by Mr. Liew Chin Loong
(90,000 shares; 15%), who resides in Malaysia
and LYF Son Realty Sdn. Bhd., a Malaysian
corporation (450,000 shares; 75%). to the
Share Exchange Agreement, Mr. Lok received 50
million shares of the Company’s common
stock; Mr. Liew received 75 million shares;
and LYF Son Realty Sd. Bhd. received 375
million shares.
On June 15, 2015, the Company entered into
a Subscription Agreement with its President
and CEO, Mr. Lok Khing Ming, whereby the
Company sold to Mr. Lok 120 million shares
of its common stock. This sale of stock was
priced at the par value of $0.001. Mr. Lok
paid cash for these shares.
Item 8. Legal Proceedings.
None.
Item 9. Market Price of and Dividends on the
Registrants Common Equity and Related
Stockholder Matters.
Our common stock is available for trading on
the OTC Pink trading platform. Currently,
there is only very occasional, sporadic
trading and at such times only minimal
volume. The common stock does not exhibit any
consistent trading or regular prices to
report herein. There can be no assurance
given that the common stock will continue to
be available for trading in any public market
or that there will develop an active public
market in the security. Therefore, holders of
our common stock may not be able to sell
their securities from time to time in the
future, if at all.
Holders
As of January 15, 2017, we had approximately
203 shareholders of record of our common
stock and believe that there may be
additional beneficial holders of our common
stock.
Dividends
We have not paid any cash dividends to our
shareholders. The declaration of any future
cash dividends is at the discretion of our
board of directors and depends upon our
earnings, if any, our capital requirements
and financial position, our general economic
conditions, and other pertinent conditions.
It is our present intention not to pay any
cash dividends in the foreseeable future, but
rather to reinvest earnings, if any, in our
business operations.
Equity Compensation Plans
The company has not adopted any equity
compensation plans and does not anticipate
adopting any equity compensation plans in the
near future. Notwithstanding the foregoing,
because the company has limited cash
resources at this time, it may issue shares
or options to or enter into obligations that
are convertible into shares of common stock
with its employees and consultants as payment
for services or as discretionary bonuses. The
company does not have any arrangements for
such issuances or arrangements at this time.
Item 10. Recent Sales of Unregistered
Securities.
1. On May 20, 2014, the Company acquired
numerous maps, old drill log results and
other data from a mining data base. In
exchange for the data, 100,000 shares of
common stock were issued. The acquired data
was recognized as an intangible asset and
measured at the market value of the common
stock on date of issuance of $0.025; as such
the cost base of the assets was $2,500.
2. On November 20, 2014, the Company entered
a Debt Swap agreement with its former parent
company Pacific Gold Corp, whereby the
company indebtedness to the parent company
from $204,932 as of November 20, 2014 to
$195,000 in 10% interest rate convertible
notes with conversion price at $0.05 per
share. These notes were later waived and
released by the holder.
3. During the period ended December 31, 2014,
the Company received funds in the amount of
$23,468 from a third party. These amounts are
due on demand and bear no interest.
4. On March 26, 2015, the Company, entered
into a Share Exchange Agreement (the “Share
Exchange Agreement”) with all of the
shareholders of SBS Mining Corp. Malaysia Sd.
Bhd., (“SBS”) a Malaysian corporation. to
the Share Exchange Agreement, the Company
acquired 600,000 shares of capital stock of
SBS from the SBS Shareholders and in exchange
issued 500,000,000 restricted shares of its
common stock to the SBS Shareholders.
The 600,000 shares of SBS constituted all of
the issued and outstanding shares of SBS and
were held by a total of three (3)
shareholders, including the Company’s sole
director and Chief Executive Officer, Mr. Lok
Khing Ming. Mr. Ming owned ten percent (10%)
of SBS, or 60,000 shares. The remaining
shares were owned by Mr. Liew Chin Loong
(90,000 shares; 15%), who resides in Malaysia
and LYF Son Realty Sdn. Bhd., a Malaysian
corporation (450,000 shares; 75%). to the
Share Exchange Agreement, Mr. Lok received 50
million shares of the Company’s common
stock; Mr. Liew received 75 million shares;
and LYF Son Realty Sd. Bhd. received 375
million shares.
5. On June 15, 2015, the Company entered
into Subscription Agreements with its
President and CEO, Mr. Lok Khing Ming, and
Mr. Liew Kin Sing, a resident of Malaysia,
whereby the Company sold to Mr. Lok 120
million shares of its common stock and sold
to Mr. Liew 100 million shares of common
stock. Both sales were priced at the par
value of $0.001. Mr. Lok and Mr. Liew paid
cash for these shares.
Exemptions from Registration
The shares of common stock and debt
referenced in items #1 -3 above were
issued in reliance upon an exemption from
registration afforded under Section 4(2)
of the Securities Act for transactions by
an issuer not involving a public
offering, or Regulation D promulgated
thereunder. These issuances were exempt
transactions to Section 4(2) of the
Securities Act as they were private
transactions by the Company and did not
involve any public offering.
The sales described in items #4 and #5
above were made to the exemption from
registration set forth in Regulation S,
promulgated by the Securities Exchange
Commission under the Securities Act of
1933. No underwriters were utilized in
connection with this sale of securities.
Each issuance of these securities was to
a single non-U.S. person (as that term is
defined in Regulation S of the Securities
Act of 1933, as amended) in an offshore
transaction in which the Company relied
on the registration exemption provided
for in Regulation S and/or Section 4(2)
of the Securities Act of 1933, as amended
(the Act), as the conditions of
Regulation S were met, including but not
limited to the following conditions:
– Mr. Lok is a Malaysian citizen and was
in Malaysia at the time of the sale of
the shares;
– Mr. Lok agreed to resell the shares
only in accordance with Regulation S, to
a registration under the Act, or to an
available exemption from registration;
– Mr. Liew is a Malaysian citizen and was
in Malaysia at the time of the sale of
the shares;
– Mr. Liew agreed to resell the shares
only in accordance with Regulation S, to
a registration under the Act, or to an
available exemption from registration;
Each certificate representing the shares
sold contains a legend that transfer of
the shares is prohibited except in
accordance with the provisions of
Regulation S, to a registration under the
Act, or to an available exemption from
registration and the hold may engage in
hedging transactions with regards to the
Companys common stock unless in
compliance with the Act.
Issuer Purchases of Equity Securities
There were no repurchases of common stock
for the quarter ended March 31, 2015.
Item 11. Description of Registrants
Securities to be Registered.
The authorized capital stock consists of
4,000,000,000 shares of common stock, all
of which is designated common stock, $.001
par value, and 10,000,000 shares of
preferred stock with a nominal value of
$0.001 per share. As of January 15, 2017,
there were 720,802,346 shares of common
stock, and 0 shares of preferred stock,
issued and outstanding.
Common Stock Description
The holders of common stock are entitled to
one vote per share on all matters submitted
to a vote of the shareholders. In addition,
the holders are entitled to receive
dividends ratably, if any, as may be
declared from time to time by the board of
directors out of legally available funds.
In the event of our dissolution,
liquidation or winding-up, the holders of
common stock are entitled to share ratably
in all the assets remaining after payment
of all our liabilities and subject to the
prior distribution to any senior securities
that may be outstanding at that time. The
holders of common stock do not have
cumulative voting rights or preemptive or
other rights to acquire or subscribe for
additional, unissued or treasury shares.
The holders of more than 50% of such
outstanding shares, voting at an election
of directors can elect all the directors on
the board of directors if they so choose
and, in such event, the holders of the
remaining shares will not be able to elect
any of the directors.
Preferred Stock
The designations, rights and privileges of
the Companys preferred stock have not been
determined by the Company and no shares of
the Companys preferred stock have been
issued.
Stock Transfer Agent
The stock transfer agent for the common
stock is ClearTrust, LLC, 16540 Pointe
Village Dr., #206, Lutz, Florida.
Item 12. Indemnification of Directors and
Officers.
The Nevada Business Corporation Act permits
Nevada corporations such as ours to include
in the articles of incorporation a
provision eliminating or limiting
directors’ exposure to liability for
monetary damages for breaches of their duty
of care as directors, if the director acted
in good faith and with ordinary care. The
act does not eliminate the directors’
liability for monetary damages for acts or
omissions not in good faith or involving
the intentional violations of law, the
improper purchase or redemption of stock,
payment of improper dividends or any
transaction from which the director
received an improper personal benefit.
The act also permits Nevada corporations to
indemnify any and all persons it has the
power to indemnity. The act provides that a
Nevada corporation may indemnify a person
who was, is or is threatened to be made, a
named party in a proceeding because the
person is or was acting on behalf of the
corporation. The indemnification by the
corporation may be made if it is determined
that the person conducted himself in good
faith, reasonably believed that the conduct
was in the corporation’s best interests if
the indemnitee is a director, or was at
least not opposed to the corporations’
best interests if the person was someone
other than a director. Directors may not be
indemnified if the person improperly
benefited personally or the person is found
liable to the corporation. The
indemnification may be in respect of
judgments, penalties, fines, settlements
and reasonable expenses actually incurred.
We have implemented the above-described
provisions. We do not have separate
agreements of indemnification or
advancement of expenses. We do not have
directors and officers insurance.
Insofar as indemnification for
liabilities arising under the Securities
Act may be permitted to directors,
officers or persons controlling our
company to the foregoing provisions, we
have been informed that in the opinion of
the SEC, indemnification is against
public policy and is therefore
unenforceable. In the event that a claim
for indemnification against liabilities,
other than the payment by us of expenses
incurred by a director, officer or
controlling person in successful defense
of any action, suit or proceedings, is
asserted by such director, officer or
controlling person in connection with the
securities being offered or sold by us,
we will, unless in the opinion of its
counsel that the matter has been settled
by controlling precedent, submit to a
court of appropriate jurisdiction the
question of whether such indemnification
by it is against public policy as
expressed in the federal securities law,
and will be governed by the final
adjudication of such case.
Item 13. Financial Statements and
Supplementary Data.
Reference is made to the financial
statements relating to SBS contained in
Item 9.01 of this Current Report on Form
8-K, which is incorporated by reference.
Item 14. Changes in and Disagreements
with Accountants on Accounting and
Financial Disclosure.
None.
Item 15. Financial Statements and
Exhibits.
(a)
Financial Statements.
Audited financial statements of SBS
Mining Corp Malaysia Sdn. Bhd., for the
fiscal years ended June 30, 2015 and
2014, Ex.99.1
(b)
Exhibits.
3.1 Articles of Incorporation of
the Registrant incorporated by
reference to Exhibit 3.01 to the
Registrants Form 10-12G/A filed
with the SEC on May 31, 2012,
file number 000-54629.
3.2 Articles of Merger of the
Registrant incorporated by
reference to Exhibit 3.2 to the
Registrants Form 10-K filed
with the SEC on December 11,
2015, file number 000-54629.
3.3 Certificate of Amendment to
Articles of Incorporation of the
Registrant incorporated by
reference to Exhibit 3.3 to the
Registrants Form 10-K filed with
the SEC on December 31, 2015,
file number 000-54629.
3.4 Bylaws of Registrant
incorporated by reference to
Exhibit 3.02 to Exhibit 3.02 to
the Registrants Form 10-12G/A
filed with the SEC on May 31,
2012, file number 000-54629.
10.1 Share Exchange Agreement
incorporated by reference to
Exhibit 2.1 to the Registrants
Form 8-K filed with the SEC on
April 29, 2015, file number
000-54629.
Item 9.01. Financial Statements and
Exhibits.
(a)
Financial Statements.
Audited financial statements of SBS
Mining Corp Malaysia Sdn. Bhd., for the
fiscal years ended June 30, 2015 and
2014, Ex 99.1
Pro Forma financial statements of GMCI
Corp. as at March 31 2015 and December
31, 2014, Ex 99.2
(b)
Exhibits.
3.1 Articles of Incorporation of
the Registrant incorporated by
reference to Exhibit 3.01 to the
Registrants Form 10-12G/A filed
with the SEC on May 31, 2012,
file number 000-54629.
3.2 Articles of Merger of the
Registrant incorporated by
reference to Exhibit 3.2 to the
Registrants Form 10-K filed
with the SEC on December 11,
2015, file number 000-54629.
3.3 Certificate of Amendment to
Articles of Incorporation of the
Registrant incorporated by
reference to Exhibit 3.3 to the
Registrants Form 10-K filed with
the SEC on December 31, 2015,
file number 000-54629.
3.4 Bylaws of Registrant
incorporated by reference to
Exhibit 3.02 to Exhibit 3.02 to
the Registrants Form 10-12G/A
filed with the SEC on May 31,
2012, file number 000-54629.
10.1 Share Exchange Agreement
incorporated by reference to
Exhibit 2.1 to the Registrants
Form 8-K filed with the SEC on
April 29, 2015, file number
000-54629.


About GMCI CORP. (OTCMKTS:GMCI)

GMCI Corporation is an investment holding company. The Company focuses on acquiring assets in Asian regions and globally. The Company focuses on approximately six sectors, including mining, property development, manufacturing, beauty and wellness, education and information technology. The Company is focused on mining of minerals, such as gold, bauxite, iron ore, and coal. The Company is focused on Malaysian property development, Malaysian education sector and Malaysian manufacturing sector. The Company’s subsidiary, SBS Mining Corporation Sdn Bhd (SBS) is a mining company, which focuses on bauxite mining and trading. SBS in total has approximately 20 concessions and exploration rights for iron ore resources in the state of Pahang, Malaysia. Its subsidiary, YCL Precision Engineering Sdn Bhd (YCL), provides precision machine parts and components for a range of industries and applications. Its subsidiary, Bio Wellness, focuses on developing a medical spa boutique in the Malaysian market.

GMCI CORP. (OTCMKTS:GMCI) Recent Trading Information

GMCI CORP. (OTCMKTS:GMCI) closed its last trading session 00.00 at 2.57 with 300 shares trading hands.

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