OTC Pink Basic Disclosure Guidelines

Transcription

1 OTC Pink Basic Disclosure Guidelines 1) Wuhan General Group (China), Inc. 2) Address of the issuer s principal executive offices Company Headquarters 6500 Trans-Canada Highway Suite 400 Pointe-Claire, QC H9R 0A5 Canada info@wuhn.org 3) Security Information Trading Symbol: WUHN Exact title and class of securities outstanding: Common CUSIP: Par or Stated Value: $ Total shares authorized: 100,000,000 as of: September 30, 2018 Total shares outstanding: 39,771,310 as of: September 30, 2018 As of September 30, 2018, we have 145 shareholders Additional class of securities: Exact title and class of securities outstanding: Preferred Par or Stated Value: $.0001 Total shares authorized: 50,000,000 as of: September 30, 2018 Total shares outstanding: 1,500,000 as of: September 30, 2018 Transfer Agent Corporate Stock Transfer, Inc Cherry Creek Drive South, #430 Denver, CO Is the Transfer Agent registered under the Exchange Act? * Yes: No: *To be included in the OTC Pink Current Information tier, the transfer agent must be registered under the Exchange Act. List any restrictions on the transfer of security: None

2 Describe any trading suspension orders issued by the SEC in the past 12 months. None List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months: None 4) Issuance History List below any events, in chronological order, that resulted in changes in total shares outstanding by the issuer in the past two fiscal years and any interim period. The list shall include all offerings of equity securities, including debt convertible into equity securities, whether private or public, and all shares or any other securities or options to acquire such securities issued for services, describing (1) the securities, (2) the persons or entities to whom such securities were issued and (3) the services provided by such persons or entities. The list shall indicate: A. On December 5, 2016 for value received, the Company hereby promises to pay to the order of Securities Compliance Group, Ltd, the sum of Twenty-Five Thousand and 00/100 ($25,000/00) Dollars, convertible into common shares of the Company s common stock. B. On December 7, 2017 for value received, the Company hereby promises to pay to the order of Slingshot Marketing Solutions, LLC the principal amount of Five Thousand and 00/100 ($5,000/00) Dollars, convertible into common shares of the Company s common stock. C. On January 9, 2018, Ramy Kamaneh was issued 65,228,690 shares of the Company s common stock as consideration for the agreement with Strategic Development of Technology (SDT), Inc. The certificate representing these shares contain a legend which states that the shares have not been registered under the Securities Act of 1933 and refers to restriction on the transferability of such shares under the Securities Act. D. On September 6, 2018, Ramy Kamaneh return to the treasury 60,228,690 issued of the Company s common stock in exchange of 1,500,000 preferred shares as consideration for the agreement with Strategic Development of Technology (SDT), Inc. The certificate representing these shares contain a legend which states that the shares have not been registered under the Securities Act of 1933 and refers to restriction on the transferability of such shares under the Securities Act.

3 5) Financial Statements The accompanying unaudited financial statements of the Company have been prepared by and are the responsibility of the Company s management. The Company does not have an independent auditor and an independent auditor has not performed an audit of these financial statements in accordance with IFRS Principles. The Quarterly Report for the interim period ended September 30, 2018 is incorporated by reference and are posted to OTCIQ. The Financial Statements contain the consolidated financials of the Company and subsidiaries. The financial statements have been prepared in accordance with IFRS by management. 6) Describe the Issuer s Business, Products and Services A. A description of the issuer s business operations: Wuhan General Group (China), Inc., is a Nevada-based investment company focus in emerging technology and in medical cannabis and cannabidiol (CBD) sectors. Through acquisitions, Wuhan will enter the international billion growing cannabis market for the medical applications such as cancer, mental disorders, chronic pain, and others is expected to propel revenue growth in Canada, the United States, and Europe. Date and State (or Jurisdiction) of Incorporation: 09/12/2006; Nevada B. The issuer s primary and secondary SIC Codes: 2833 C. The issuer s fiscal year end date: December 31 D. principal products or services, and their markets; Industrial services, technologies, Medicinal and botanicals products 7) Describe the Issuer s Facilities The goal of this section is to provide a potential investor with a clear understanding of all assets, properties or facilities owned, used or leased by the issuer. The Company is currently using one office space rented by Strategic Development of Technology (SDT), Inc. The fees being charged for the use of theses spaces are on in annual terms at $1333 per month, which includes utilities.

4 6500 Trans-Canada Highway Suite 400, Pointe-Claire, Quebec H9R 0A5, Canada 8) Officers, Directors, and Control Persons A. Names of Officers, Directors, and Control Persons. Ramy Kamaneh Sole Officer and Director. Holds 27.8% of Issued and Outstanding stock. Fame Good International Limited. Holds 49.8% of Issued and Outstanding stock. * B. Legal/Disciplinary History. Please identify whether any of the foregoing persons have, in the last five years, been the subject of: 1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses); None 2. The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person s involvement in any type of business, securities, commodities, or banking activities; None 3. A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; or None 4. The entry of an order by a self-regulatory organization that permanently or temporarily barred suspended or otherwise limited such person s involvement in any type of business or securities activities. None *Please note that Fame Good International Limited is a British Virgin Islands corporation and is owned and controlled by Mr. Xu Jie, a Chinese national. The Company is currently disputing ownership of its shares of common stock by Fame Good International due to the Company s claim of fraud, effective cancellation of a contract and lack of promised consideration. Moreover, the Company has no way of knowing the appropriate answers to the foregoing questions as they relate to Fame Good International or Mr. Xu and disclaim making any such statements herein.

5 C. Beneficial Shareholders. Ramy Kamaneh 27.8% of Issued and Outstanding common shares (6500 TRANS- CANADA HWY STE 400, POINTE CLAIRE, H9R 0A5, CANADA) Fame Good International Limited 49.8% of Issued and Outstanding common shares (CANGLONGDAO, SCIENCE PARK OF WUHAN EAST LAKE, HI-TECH DEV ZONE, QUHAN HUBEI, , CHINA) ** **Please note that Fame Good International Limited is a British Virgin Islands corporation and is owned and controlled by Mr. Xu Jie, a Chinese national. 9) Third Party Providers Legal Counsel Name: W. Scott Lawler Firm: Booth Udall Fuller Address 1: 1255 W. Rio Salado Pkwy, Suite 215 Address 2: Tempe, AZ Phone: wsl@boothudall.com Investor Relations Consultant

6 10) Issuer Certification I, Ramy Kamaneh certify that: 1. I have reviewed this quarterly disclosure statement of Wuhan General Group (China), Inc.; 2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. November 30, 2018 /s/ Ramy Kamaneh CEO

7 Wuhan General Group (China), Inc. Quarterly Report Consolidated Financial Statements for the Interim Period September 30, 2018, (Stated in US Dollars) (Unaudited)

8 TABLE OF CONTENTS Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Cash Flows A-3 A-4 A-5 Notes to Consolidated Financial Statements A-6

9 Wuhan General Group (China), Inc. Consolidated Balance Sheets For the Interim Period As of September 30, 2018 (Stated in US Dollars) (Unaudited) ASSETS ($) Current Assets Cash and Equivalent 2,202 Common Stock Subscription Receivable - Accounts Receivable 54,160 Short-Term Investments 18,834 Total Current Assets 75,195 Non-Current Assets Fixed Assets 2,981 Intangible Assets 329,298 Total Assets 407,474 LIABILITIES & STOCKHOLDER'S EQUITY Current Liabilities Convertible Note Payable 30,000 Short-Term Debt - Account Payable 595,448 Total Current Liabilities 625,448 Long-Term Liabilities Long-Term Debt 63,020 Total Liabilities 688,468 STOCKHOLDERS' EQUITY Preferred Stock - $ Par Value 50,000,000 Shares Authorized;1,500,000 Preferred Stock Issued & Outstanding at September 30, Common Stock - $ Par Value 100,000,000 Shares Authorized; 39,771,310 Shares Issued & Outstanding at September 30, ,977 Retained Earnings (642,411) Contributed surplus 357,290 Capital deficiency - Total Stockholders' Equity (280,994) - TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 407,474 A-3

10 Wuhan General Group (China), Inc. Consolidated Statements of Income For the Interim Period As of September 30, 2018 (Stated in US Dollars) (Unaudited) ($) Income Sales 20,251 Other Income 3,844 Total Income 24,095 Operating Expenses General and administration 126,010 Selling fees 36,138 Stock based compensation - - Total operating expenses 162,148 - Operating Income (Loss) 138,053 Other expenses Financing fees 12,002 Interest expense 1,650 Total other expenses 13,651 Net Income before taxes (151,704) Provision for income taxes - Net Income (151,704) Net Income Per Common Share Basic and Diluted (0.004) Weighted Average Common Shares Outstanding 39,771,310 A-4

11 Wuhan General Group (China), Inc. Consolidated Statements of Cash Flows For the Interim Period As of September 30, 2018 (Stated in US Dollars) (Unaudited) Cash Flows from Operating Activities: ($) Net Income (Loss) (151,703) Adjustments to reconcile net loss to net cash used in operating activities: Loss (Gain) on investments sold Amortization of fixed assets Stock-based compensation - Changes in operating assets and liabilities: Accounts receivable (32,655) Accounts payable 170,722 Other assets - Accrued interest - Net Cash Used in Operating Activities (13,636) Cash Flows from Investing Activities: Proceeds from sale and purchases of short term investment 1,616 Purchase of property and equipment 159 Additions to intangible assets - Cash flows from investing activities 1,776 Cash Flows from Financing Activities: Proceeds from Convertible Notes - Proceeds from Sale of Common Stock (6,023) Proceeds from Sale of Preferred Stock 150 Proceeds Short Term Borrowings - Proceeds from issuance of long-term debt (5,477) Contributed surplus 22,187 Cash flows from financing activities 10,837 Net increase in Cash (1,025) Cash, beginning of period 3,226 Cash, end of period 2,202 A-5

12 Wuhan General Group (China), Inc. Notes to Financial Statements For the Interim Period September 30, 2018, Organization and Operations NOTE 1 - ORGANIZATION AND BUSINESS Wuhan General Group (China), Inc. (the Company ) is a holding company whose primary business operation are conducted through its operating subsidiary and investments. Wuhan General Group (China), Inc., is a Nevada-based investment company focus in emerging technology and in medical cannabis and cannabidiol (CBD) sectors. Through acquisitions, Wuhan will enter the international billion growing cannabis market for the medical applications such as cancer, mental disorders, chronic pain, and others is expected to propel revenue growth in Canada, the United States, and Europe. Going Concern Matters The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles of the International Financial Reporting Standards (IFRS) which contemplates the Company s continuation as a going concern. The Company has incurred operating loss of $151,703 during the third quarter of The Company has an accumulated deficit of $622,411 as of September 30, In addition, total liabilities exceed total assets by $280,994 as of September 30, Management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors. There are no assurances that the Company will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available to the Company, it may be required to curtail or cease its operations.

13 Due to uncertainties related to these matters, there exists a substantial doubt about the ability of the Company to continue as a going concern. The accompanying unaudited consolidated financial statements do not include any adjustments related to the recoverability or classification of assetcarrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The preparation of financial statements in conformity with the accounting principles of International Financial Reporting Standards requires our management to make assumptions, estimates and judgments that affect the amounts reported in the financial statements, including the notes thereto, and related disclosures of commitments and contingencies, if any. The consolidated financial statements and related disclosures have been prepared by management and are unaudited. The unaudited consolidated financial statements have been prepared using the accrual basis of accounting in the International Financial Reporting Standards (IFRS) and stated in US Dollars. We consider our critical accounting policies to be those that require the more significant judgments and estimates in the preparation of financial statements, including the following: Consolidation Policy For the Interim Period September 30, 2018, the consolidated financial statements of the Company include the accounts of the Company and its subsidiary. All significant Inter-company transactions, such as sales, cost of sales, due to/due from balances, investment in subsidiaries, and subsidiaries capitalization have been eliminated in the consolidation. Economic and Political Risks The Company s operations are conducted in North America. Accordingly, the Company s business, financial condition and results of operations may be influenced by the political, economic and legal environment between the US and Canada. Use of Estimates The preparation of financial statements in accordance with accounting IFRS principles accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of

14 the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include assumptions about collection of accounts and notes receivable, the valuation and recognition of stock-based compensation expense, the valuation and recognition of derivative liability, valuation allowance for deferred tax assets and useful life of fixed assets. Cash and cash equivalents The Company considers all cash and cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less, at the date acquired. As of September 30, 2018, the Company had $2,202 in cash and cash equivalents, respectively. Accounts Receivable-Trade Trade receivable are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An allowance for doubtful accounts is made when collection of the full amount is no longer probable. Bad debts are charged against the allowance when outstanding trade receivables have been determined to be uncollectible. Inventory Inventory, consisting of raw materials, work in progress, and finished products, is stated at the lower of cost or market value. Finished products are comprised of direct materials, direct labor and an appropriate proportion of overhead. Intangible Asset Intangible assets are stated at cost less accumulated amortization. Amortization is provided over the respective useful lives, using the straight-line method. Estimated useful lives of intangibles are as follows: Technical Licenses Trademark 10 years 20 years The Company considers whether the estimated future benefits of the technical licenses and trademarks will be fully realized over the course of their estimated useful lives. If the technical licenses become obsolete, or trademarks are unsuccessfully defended against infringement by third-parties, the Company will consider future cash flows and relevant factors to quantify the level of impairment and record impairment adjustments accordingly. The Company has not yet recognized any impairment upon the intangible assets.

15 Revenue recognition Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company derives its revenues from the rendering of business advisory services, such as training, implementation, consulting, and other customerspecific services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: identify the contract with a customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to performance obligations in the contract; and recognize revenue as the performance obligation is satisfied. Revenues from the services rendered are recognized in proportion to the services delivered. Any amount receivable or received, but unrecognized for revenue recognition purpose is recorded as deferred revenues. General & Administrative Expenses General and administrative expenses include outside consulting services, professional fees and amortization expense. Selling Expenses Selling expenses are comprised of outbound freight, client entertainment, commissions, depreciation and travel and lodging expenses. Share-Based Expense ASC 718, "Compensation Stock Compensation," prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).

16 The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC , "Equity Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees is based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction is determined at the earlier of performance commitment date or performance completion date. Share-based expense totaled $0 for the period ended September 30, Earning per Share Calculations Basic earnings (loss) per share is computed by dividing income available to common shareholders by the weighted- average number of common shares available. Diluted earnings per share is computed similar to basic earnings (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. The Company s diluted loss per share is the same as the basic loss per share for the period ended September 30, 2018 as there are no potential shares outstanding that would have a dilutive effect. Fair Value of Financial Instruments The Company's financial instruments consist primarily of cash, accounts payable, and debt. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments. Recently Issued Accounting Standards Management has considered all recent accounting pronouncements issued since the last audit of our financial statements. The Company s management believes that these recent pronouncements will not have a material effect on the Company s financial statements. NOTE 3. CONVERTIBLE NOTE PAYABLE September 30, 2018 Dated December 5, 2016 $ 25,000 Dated December 7, 2017 $ 5,000 Total convertible notes payable $ 30,000 Less: Unamortized debt discount $ -

17 Total convertible notes $ 30,000 Less: current portion of convertible notes $ 30,000 Long-term convertible notes $ - For the three months ended September 30, 2018, the Company recognized no interest expense and amortization of discount. As of September 30, 2018, the Company had no accrued interest. December 5, 2016 Note On December 5, 2016, the Company entered into a Promissory Note in the amount of $25,000 with an unrelated third party with 9.5% annual interest bearing for services and the note is due upon on 365 days from issue date. The note may be converted at any time after the Maturity Date. December 7, 2017 Note On December 7, 2017, the Company entered into a Promissory Note in the amount of $5,000 with an unrelated third party with 6.5% annual interest bearing for services and the note is due upon six months (6) from issue date. The note may be converted at any time after the Maturity Date. NOTE 4. STOCKHOLDERS EQUITY Preferred Stock The Company is authorized to issue 50,000,000 shares of Series A Preferred Stock at a par value of $ As of September 30, 2018, 1,500,000 Preferred Stock were issued during this period. Common Stock The Company is authorized to issue 100,000,000 shares of common stock at a par value of $ During the three months ended September 30, 2018, the Company canceled 60,228,690 issued common stock. As of September 30, 2018, 39,771,310 shares of common stock were issued and outstanding.

18 Cautionary Statement Regarding Forward-Looking Statements The information contained in this report includes some statements that are not purely historical fact and that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, but are not limited to, statements regarding our management s expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition, results of operations, available liquidity, ability to refinance outstanding debt, and our ability to collect on our accounts receivable. The words anticipates, believes, could, estimates, expects, intends, may, projects, should, and similar expressions, or the negatives of such terms, identify forward-looking statements. The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments. There can be no assurance that future developments actually affecting us will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results to be materially different from those expressed or implied by these forward-looking statements, including the following: vulnerability of our business to general economic downturn; our ability to obtain financing on favorable terms; our ability to comply with the covenants and other terms of our loan agreements; operating in the PRC generally and the potential for changes in the laws of the PRC that affect our operations, including tax law; remediating material weaknesses in our internal control over financial reporting; our failure to meet or timely meet contractual performance standards and schedules; our dependence on the steel and iron markets; exposure to product liability and defect claims; our ability to obtain all necessary government certifications and/or licenses to conduct our business; the cost of complying with current and future governmental regulations and the impact of any changes in the regulations on our operations; and the other factors referenced in this report. These risks and uncertainties, along with others, are also described in the Risk Factors section in Part II of this Report. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.