GMCI CORP. (OTCMKTS:GMCI) Files An 8-K Completion of Acquisition or Disposition of Assets
ITEM 2.01 COMPELTION OF ACQUISITION OR DISPOSITION OF ASSETS.
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.
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.
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.
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.
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.
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.
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.
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.
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.
to the following two (2) properties on which it is prospecting
for iron ore mining:
NO
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Mining Land
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Mining Area
(Hectares)
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Sungai Bekil, Mukim Of Batu Talam, State Of Pahang Darul
Makmur, Malaysia |
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Sungai Semeriang, Mukim Of Batu Talam, State Of Pahang
Darul Makmur, Malaysia |
Acres).
SBS is in negotiations with the owners of these concessions.
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.
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.
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.
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.
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.
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.
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.
the Chief Executive Officer, President, Treasurer and sole
director of the Company.
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.
Corp., a Nevada corporation (the Company), appointed its
current Chief Executive Officer, Mr. Lok Khing Ming, as the
Companys Chairman of the Board.
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:
Officers listed above.
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.
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.
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.
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.
1 Avenue 3 The Horizon, Bangsar South City, Kuala Lumpur,
Malaysia 59200. Our telephone number is 60-3-2242-2259.
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.
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.
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.
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.
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.
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.
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.
going concern.
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.
challenges that a developing company in the mining industry
typically encounters, we will not succeed in implementing
our business plan.
will include, but are not limited to:
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Engaging and retaining the services of qualified
geological, engineering and mining personnel and consultants; |
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Establishing and maintaining budgets;
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Implementing appropriate financial controls;
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Acquiring relevant mineral and ore deposit data
efficiently; |
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Staking and evaluating appropriate prospects;
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Establishing initial exploration plans for mining
prospects; |
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Obtaining and verifying studies to determine
mineral and ore deposit levels on our prospects; |
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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 |
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Adhering to regulatory requirements.
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may impair our ability to carry out our business plan. In
that event, an investment in the company would be
substantially impaired.
rates, independent consultants and occasional workers for
the implementation of our business plan.
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.
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.
the exploratory risks include the following:
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It is dependent on locating commercially viable
mineral or ore deposits in our prospects and skillful management of prospects once found or located; and |
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Mineral and ore deposits may vary substantially in
a prospect, rendering what was initially believed a profitable deposit of little or no value. |
be affected by unforeseen changes including:
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Changes in the value of minerals and ore;
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Changes in regulations, including mining and
environmental regulations; |
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Environmental concerns about mining in an area or
in general, particularly in relation to minerals and ores in the rare earth category; |
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Technical issues relating to extraction, such as
rock falls, subsidence, flooding and weather conditions; and |
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Labor issues.
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implementation of the business plan or raise costs to
levels that may make it unprofitable or impractical to
pursue our business objectives.
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.
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.
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.
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.
all the various requirements could result in loss of a
prospect, fines or other limitations on the proposed
business.
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.
and ores in the global markets.
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.
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.
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.
appropriate consultants and employees.
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.
expanded operations, without which we will have to
curtail our plans and investors, may lose the potential
of their investment.
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.
$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.
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.
additional capital, the absence of which may prevent it
from continuing its operations.
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.
business direction.
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.
stock, and if a market for our common stock does not
develop, our investors may be unable to sell their
shares.
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:
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Actual or anticipated variations in our
operating results; |
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Changes in the market valuations of other
companies operating in our industry; |
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Announcements by us or our competitors of
significant acquisitions, strategic partnerships, joint ventures or capital commitments; |
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Additions or departures of key personnel;
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Sales of our common stock or other securities
in the open market; and |
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Conditions or trends in the market in which we
operate. |
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.
our ability to raise further working capital, it may
adversely impact our ability to continue operations and
we may go out of business.
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
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.
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.
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.
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.
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 existing and future indebtedness.
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.
you may have difficulty in selling our common stock.
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.
sales practice requirements may also limit your
ability to buy and sell our common stock, which could
depress the price of our shares.
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.
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.
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.
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.
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.
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.
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.
June 30, 2015 and 2014.
2015 were $304,808, compared to Operating Expenses of
$274,568 for the year ended June 30, 2014.
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.
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.
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.
us by investing activities was $4,007 for purchase
plant and equipment, compared to $138,842 for the
prior fiscal year.
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.
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.
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.
sheet arrangements.
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.
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.
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.
accounting pronouncements to have a significant
impact on its results of operations, financial
position, or cash flow.
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.
Beneficial Owners and Management.
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. |
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.
Executive Officers.
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. |
employees. The Company currently does not have
any significant employees.
Directors, Chief Executive Officer, President
and Treasurer
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.
Electronic Engineering from the Federal
Institute of Technology, Malaysia.
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.
from 2004 to 2008 and has auditing experience
in specializing in Manufacturing, retailing,
plantation and property development industry.
Association of Certified Chartered Accountants.
(ACCA , UK)
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.
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.
directors have been involved in any legal
proceedings during the past ten (10) years.
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.
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.
Transactions and Director Independence.
has not engaged in any transactions with any
of its related persons.
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 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.
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.
Registrants Common Equity and Related
Stockholder Matters.
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.
203 shareholders of record of our common
stock and believe that there may be
additional beneficial holders of our common
stock.
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.
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.
Securities.
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.
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.
the Company received funds in the amount of
$23,468 from a third party. These amounts are
due on demand and bear no interest.
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 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.
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.
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.
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.
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:
in Malaysia at the time of the sale of
the shares;
only in accordance with Regulation S, to
a registration under the Act, or to an
available exemption from registration;
in Malaysia at the time of the sale of
the shares;
only in accordance with Regulation S, to
a registration under the Act, or to an
available exemption from registration;
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.
for the quarter ended March 31, 2015.
Securities to be Registered.
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.
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.
the Companys preferred stock have not been
determined by the Company and no shares of
the Companys preferred stock have been
issued.
stock is ClearTrust, LLC, 16540 Pointe
Village Dr., #206, Lutz, Florida.
Officers.
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.
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.
provisions. We do not have separate
agreements of indemnification or
advancement of expenses. We do not have
directors and officers insurance.
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.
Supplementary Data.
statements relating to SBS contained in
Item 9.01 of this Current Report on Form
8-K, which is incorporated by reference.
with Accountants on Accounting and
Financial Disclosure.
Exhibits.
(a)
|
Financial Statements.
|
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. |
Exhibits.
(a)
|
Financial Statements.
|
Mining Corp Malaysia Sdn. Bhd., for the
fiscal years ended June 30, 2015 and
2014, Ex 99.1
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.