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10-K 1 dtss-20170630_10k.htm FORM 10-K FOR PERIOD ENDED JUNE 30, 2017
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended June 30, 2017
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
Commission file number 333-202071
DATASEA INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of
incorporation or organization)
1 Xinghuo Rd. Changning Building, Suite 11D2E
Fengtai District, Beijing, People’s Republic of China
(Address of principal executive offices)
45-2019013
(I.R.S. Employer
Identification No.)
215200
(Zip Code)
+86 10-58401996
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files) Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or
a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
Non-accelerated filer
(Do not check if a smaller reporting company)
☐
☐
Accelerated filer
Smaller reporting company
Emerging growth company
☐
☒
☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. o
.,nb
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No ☒
The aggregate market value of the shares of common stock outstanding, other than shares held by persons who may be
deemed affiliates of the Registrant, computed by reference to the closing sales price for the Registrant’s common stock on
December 31, 2016, as reported on OTCQB, was $65,275,535.
As of October 10, 2017, 57,511,771 shares of common stock, $0.001 par value per share, were outstanding.
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DATASEA INC.
Annual Report on Form 10-K
For the Fiscal Year Ended June 30, 2017
TABLE OF CONTENTS
Cautionary Note Regarding Forward-Looking Statements
Item 1. Description of Business
Item 1A.Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Description of Property
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosure
PART I
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
Item 6. Selected Financial Data
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements
Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A.Controls and Procedures
Item 9B. Other Information
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
Item 15. Exhibits, Financial Statement Schedules
PART IV
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All references to “we,” “us,” “our,” “Company,” “Registrant” or similar terms used in this report refer to Datasea Inc.,
a Nevada corporation, including its consolidated subsidiaries and variable interest entity (“VIE”), unless the context
otherwise indicates.
“PRC” or “China” refers to the People’s Republic of China, excluding, for the purpose of this report, Taiwan, Hong
Kong and Macau. “RMB” or “Renminbi” refers to the legal currency of China and “$”, “US$” or “U.S. Dollars” refers
to the legal currency of the United States.
Cautionary Note Regarding Forward-Looking Statements
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act and
Section 21E of the Exchange Act. All statements other than statements of historical fact are “forward-looking statements”
for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or
other financial items; any statements of the plans, strategies and objectives of management for future operations; any
statements concerning proposed new services or developments; any statements regarding future economic conditions of
performance; and statements of belief; and any statements of assumptions underlying any of the foregoing. Such forward-
looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results,
performance or achievements to be materially different from any future results, performance or achievements expressed
or implied by such forward-looking statements.
In some cases, you can identify forward looking statements by terms such as “may,” “intend,” “might,” “will,”
“should,” “could,” “would,” “expect,” “believe,” “anticipate,” “estimate,” “predict,” “potential,” or the negative of these
terms. These terms and similar expressions are intended to identify forward-looking statements. The forward-looking
statements in this report are based upon management’s current expectations and belief, which management believes are
reasonable. However, we cannot assess the impact of each factor on our business or the extent to which any factor or
combination of factors, or factors we are aware of, may cause actual results to differ materially from those contained in
any forward-looking statements. You are cautioned not to place undue reliance on any forward-looking statements.
These statements represent our estimates and assumptions only as of the date of this report. Except to the extent required
by federal securities laws, we undertake no obligation to update any forward-looking statement to reflect events or
circumstances after the date hereof or to reflect the occurrence of unanticipated events.
You should be aware that our actual results could differ materially from those contained in the forward-looking
statements due to a number of factors (some of which may be beyond our control), including:
·
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uncertainties relating to our ability to establish and operate our business in China;
our ability to operate our company as a U.S. publicly-reporting and listed enterprise;
uncertainties relating to general economic and business conditions in China and worldwide;
industry trends and changes in demand for our products and services;
uncertainties relating to customer plans and commitments and the timing of orders received from
customers;
announcements or changes in our pricing policies or that of our competitors;
unanticipated delays in the development, commercialization or market acceptance of our products and
services;
changes in Chinese government regulations;
availability, terms and deployment of capital; relationships with third-party equipment suppliers; and
political stability and economic growth in China.
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Item 1.
Description of Business.
Overview
PART I
We are an emerging technology company in China engaged in the development and distribution of electronic and
web-based security solutions through which we plan to offer marketing and data analytic services to Chinese businesses.
While we have in the past sold and may in the future sell our security solutions as a stand-alone aspect of our
business, our current primary business plan anticipates generating most of our revenues from online and offline marketing
services, targeted at users of our security solutions in China. For example, users of our “Safe Campus” security system
will receive advertisements through our mobile application installed on their smart phones. Advertisements may also be
displayed on the hardware of our “Safe Campus” security system, including on the lanyards of our smart student ID
cards. Utilizing our security systems and the data collected from users of our security systems and our online platform,
we will seek to provide targeted, one stop marketing solutions to businesses.
We have obtained, among others, the Zhongguancun High Tech Enterprises Certificate from in recognition of
our high technology products. We have generated very limited revenues to date, and as such we shifted our business focus
over the past 12 months from cybersecurity to our “Safe Campus” and “Smart Elevator” security and related marketing
solutions as described further below.
In order to provide efficient and targeted marketing services, we have independently developed “Xin Platform,”
an online platform that can identify potential customers and market products and services to targeted groups based on the
data we collect through our security systems. The Xin Platform also serves as our office to office, or O2O, management
platform, which can provide marketing services to traditional merchants such as supermarkets, hotels, shopping malls and
restaurants. It also provides support for various other security programs that we develop and/or provide, including our
“Safe Campus” security system and “Smart Elevator” security system.
Based on the Xin Platform, our “Safe Campus” system provides teachers, students and families with
comprehensive campus information management, student safety management and integrated online education solutions
through our smart student ID cards (which have the look and feel of a smartphone). The development and marketing of
the “Safe Campus” security system has been the focus of our company since 2016. Currently, the “Safe Campus” system
is in trial period. We have partnered on a trial basis with approximately 30 elementary and middle schools in 10 Chinese
provinces covering approximately 3,000 students and their families to use our “Safe Campus” system. We expect to enter
into formal agreements with these schools in the near future, under which the schools will utilize our Safe Campus
platform, and we plan to continue expanding this program to more schools during the remainder of 2017 and during 2018.
In the elevator security space, our “Smart Elevator” system offers status monitoring, emergency response,
maintenance and management, accident investigation and comprehensive data collection of the elevators to building
management and maintenance crews without any significant structure change to the elevators or the buildings. We plan to
launch our “Smart Elevator” system once we complete our testing, which we expect to occur in 2018.
We plan to provide our “Safe Campus” and “Smart Elevator” systems to eligible users for free. Eligibility will be
determined by us based on estimates of marketing values. We believe that with the increase in user base of our security
solutions, we will generate revenues from advertising placements on our platforms and hardware as well as revenue
sharing with other product and service providers utilizing our platforms.
Additionally, we hope to become a national provider of “big data” processing services in the PRC. To this end,
we are developing systems to analyze industry trends, market and customer data, supply chain, financial information, risk
detection and management. Such processing services could potentially be used by businesses in a wide range of
industries. In order to have the technical capacity to provide such service, our research and development process has two
phases: data collection and data analysis. Currently, we are in the data collection phase utilizing our “Safe Campus”
system. Once we launch the “Smart Elevator” system, we expect to collect data from end users of the system as well.
With this data in hand, we will further develop our data analysis services, which we will initially use to enhance our
targeted marketing solutions for our own customers.
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History
We were incorporated under the laws of the State of Nevada on September 26, 2014 under the name Rose Rock,
Inc. On May 26, 2015, we amended our articles of incorporation to change our name to Datasea Inc. Up until October
2015, our primary business activities have been providing consulting services to various U.S. companies seeking to do
business in China as well as Chinese companies looking to enter the U.S. markets. Nonetheless, we were considered a
shell company as defined in Rule 12b-2 under the Securities Act, as we had no or nominal business operations,
employees and/or assets.
On May 26, 2015, pursuant to the terms of a stock purchase agreement, Ms. Zhixin Liu purchased 20,000,000
shares, or 57.14%, of the issued and outstanding shares of our common stock from Mr. Xingzhong Sun, who was our sole
officer, director and majority shareholder at the time of the transaction. As part of the transaction, Zhixin Liu was elected
as the Chairperson of our Board of Directors (the “Board”).
On October 29, 2015, we entered into a share exchange agreement (the “Exchange Agreement”) with Zhixin Liu
and Mr. Fu Liu, the members (“Members”) of Shuhai Information Skill (HK) Limited (“Shuhai Skill (HK)”), a limited
liability company incorporated under the laws of the Hong Kong Special Administrative Region of the PRC, whereby the
Shuhai Shareholders transferred all of their membership interests of Shuhai Skill (HK) to us in exchange for the issuance
of an aggregate of 20,000,000 shares of our common stock (the transaction, hereinafter referred to as the “Share
Exchange”). Upon consummation of the Share Exchange, Shuhai Skill (HK) and its consolidated subsidiaries, Tianjin
Information Sea Information Technology Co., Ltd., a limited liability company incorporated under the laws of the PRC
(“Tianjin Information”), became our wholly-owned subsidiary, and Shuahi Information Technology Co., Ltd., also a
limited liability company incorporated under the laws of the PRC (“Shuhai Beijing”), through its existing contractual
relationship with Tianjin Information, became our variable interest entity (“VIE”). In addition, Xinzhong Sun resigned
from the positions of our director, President, Secretary and Treasurer. Ms. Liu was appointed as our Chief Executive
Officer, President, Interim Chief Financial Officer, Treasurer and Secretary and Mr. Liu was appointed as a director.
As a result of the Share Exchange, we, through our consolidated subsidiaries, are engaged in the business of
providing Internet security products, new media advertising, micro-marketing, data analysis services in the PRC. All
business operations are conducted through our wholly-owned subsidiary, Tianjin Information, and through Shuhai
Beijing, our VIE. Shuhai Beijing is considered to be a VIE because we do not have any direct ownership interest in it,
but, as a result of a series of contractual agreements (the “VIE Contractual Agreements”) between Tianjin Information, its
wholly-owned subsidiary, Shuhai Beijing and its shareholders, we are able to exert effective control over Shuhai Beijing
and receive 100% of the net profits or net losses derived from the business operations of Shuhai Beijing. The VIE
Contractual Agreements are more fully described below.
VIE Agreements
Operation and Intellectual Property Service Agreement – This agreement allows Tianjin Information to manage
and operate Shuhai Beijing and collect 100% of the net profits of Shuhai Beijing. Under the terms of the Management
and Intellectual Property Service Agreement, Shuhai Beijing entrusts Tianjin Information to manage its operations and
provide intellectual property service to Shuhai Beijing. Tianjin Information owns all intellectual property rights arising
from its performance under the Management and Intellectual Property Service Agreement.
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Shareholders’ Voting Rights Entrustment Agreement – Tianjin Information has entered into a shareholders’
voting rights entrustment agreement (the “Entrustment Agreement”) under which Zhixin Liu and Fu Liu (collectively the
“Shuhai Beijing Shareholders”) have vested their voting power in Shuhai Beijing with Tianjin Information or its
designee(s). The Entrustment Agreement does not have an expiration date.
Option Agreement – Zhixin Liu and Fu Liu, who together are the sole shareholders of Shuhai Beijing
(collectively the “Shuhai Beijing Shareholders”) and Tianjin Information entered into an exclusive option agreement (the
“Option Agreement”), pursuant to which the Shuhai Beijing Shareholders have granted Tianjin Information or its
designee(s) the irrevocable right and option to acquire all or a portion of such shareholders’ equity interests in Shuhai
Beijing. Pursuant to the terms of the agreement, Tianjin Information and the Shuhai Beijing Shareholders have agreed to
certain restrictive covenants to safeguard the rights of Tianjin Information under the Option Agreement. Tianjin
Information may terminate the Exclusive Option Agreement upon prior written notice. The Option Agreement is valid for
a period of 10 years from the effective date.
Equity Pledge Agreement – Tianjin Information and the Shuhai Beijing Shareholders entered into an Equity
Pledge Agreement on October 27, 2015. Pursuant to the Equity Pledge Agreement, Shuhai Beijing Shareholders have
pledged all of their equity interests in Shuhai Beijing to Tianjin Information. The Equity Pledge Agreement serves to
guarantee the performance by Shuhai Beijing of its obligations under the Operation and Intellectual Property Service
Agreement. Tianjin Information has the right to collect any and all dividends paid on the pledged equity interests.
Pursuant to the terms of the Equity Pledge Agreement, the Shuhai Beijing Shareholders have agreed to certain restrictive
covenants to safeguard the rights of Tianjin Information. Upon an event of default under the agreement, Tianjin
Information may foreclose on the pledged equity interests.
Corporate Structure
The chart below depicts the corporate structure of the Company as of the date of this report.
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“Safe Campus” Security System
Overview
We are currently focusing our efforts on the promotion of our “Safe Campus” security system, which provides a
comprehensive campus information platform which is accessible online or via a smartphone application for teachers,
students and their family to enhance the communications between them. Our “Safe Campus” users to date have included
mostly elementary and middle schools, which are our target markets.
The Safe Campus system consists of student ID card terminals, radio-frequency identification (“RFID”) readers,
campus information management platform, partner management platform and cellphone application terminals, utilizing
technologies such as RFID, global positioning system (“GPS”), location based services (“LBS”), and cloud based
calculation. Through our smart student ID cards, schools can manage the profiles of all teachers and students and send
campus-wide notifications. They are also be able to grant and manage authority of teachers on the school platform.
Through our platform, teachers are able to communicate with students via messages and calls; communicate with parents
regarding their children; review daily and weekly class schedules; send out assignments and homework to students; notify
parents of any class activities; receive notifications from school and any other school activities; and publish online
education videos. Through our platform, parents are able to communicate with teachers, locate and track the movement of
their children; review class schedules and check-in record of their children; notify teachers/schools of any absence of
their children; and review school news and online education videos. Parents can also block unauthorized numbers from
reaching their children on their ID cards and set access limits for their children using our smart student ID cards. Our
student ID cards automatically alarm parents in the event that their children enter any limited areas or take off their
student ID cards. Through the parent terminals, parents can also purchase stationary, toys and food for their children in
our online student shopping mall. Students are able to check in and out of school using their ID cards as well as send
alarms in case of emergency.
Campus Security Background and Potential Market
On-campus security and the safety of children in general is of great importance and has been increasingly
gaining attention in PRC in the recent years. In March 2015, the PRC Office of the Ministry of Public Security and the
Office of the Ministry of Education jointly issued Order No. 168, which provides that schools are obligated to ensure the
security on campus and in certain circumstances, school administrators can be held responsible for major accidents and
subject to administrative penalties or criminal penalties. At the PRC State Conference held on April 12, 2017, the Prime
Minister of China emphasized that the measures should be taken to further ensure the security and risk control system on
campus, including installation of on campus security systems.
According to the 2016-2022 Security Industry Market Prediction and Investment Strategy Analysis Report
published by Prospective Industrial Research Institute, a comprehensive security system for a kindergarten is estimated to
cost RMB 50,000 to RMB 200,000 (US$7,500 to US$30,000). Elementary, middle and high schools will cost
approximately RMB 500,000 to RMB 1.5 million per school (US$75,000 to US$225,000). Average colleges and
universities can cost between RMB 3 million to RMB 5 million (US$450,000 to US$755,000), with certain schools reach
over RMB 10 million (US$1,506,000). Based on the number of schools in PRC published by the Ministry of Education in
2016, we believe the potential on-campus security market in China can reach between RMB 35 billion to RMB 230
billion (US$5 to 35 billion).
Our “Safe Campus” security system targets elementary and middle schools, which accounts for 85% of the entire
campus security market in China and where students are more vulnerable. Our current distribution model prioritizes
elementary schools and schools in the urban areas.
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To date, the “Safe Campus” security system is still in trial period and has not generated any revenues. We expect
our “Safe Campus” security system to generate revenues through advertisements placed on the terminals as well as
advertisements displayed on the online platform. We also expect to generate revenues through the O2O shopping mall,
other O2O business (including student meal and online education program providers), where we will receive 5% of the
revenues for business generated through our platform. We are currently in negotiation with several O2O product and
service providers for our platform.
“Smart Elevator” Security and Management System
With our “Smart Elevator” security and management system, we are aiming to provide a solution to lower the
operation cost of elevators and promote the safety of passengers. The system will include an emergency and rescue
terminal and a data collection system. Once installed, our terminals will collect data of the elevator operation, regular
maintenance services, annual inspections and any malfunctions which enables faster and more efficient error detection
and repairs. If any irregular data is detected on a particular elevator by the black box in our terminal, the distant
surveillance system will automatically alarm the building and other responsible parties as a means of preventing major
accidents. In case of sudden power loss, our system will immediately start the backup power and alarm the maintenance
team. Our system can also enable passengers to alarm the building management in case of any emergency and facilitate
their communication throughout the entire rescue process.
Through our Xin Platform, our “Smart Elevator” system also has the ability to locate the nearest maintenance
crew and notify him/her of the emergency through text messages.
We plan to launch our “Smart Elevator” system once we complete our testing, which we expect to occur in 2018.
Once launched, we expect to generate revenue through advertisements displayed on our system on the elevators as well as
targeted marketing of elevator maintenance services once any potential safety concern is detected.
“Big Data” Processing Services
We also aim to become a national provider of big data processing services in China. Currently, we are in the
process of developing systems to analyze industry trends, market and customer data, supply chain, financial information,
risk detection and management. We believe such processing services will be of use to businesses in a wide range of
industries. In order to have the technical capacity to provide such service, our research and development process has two
phases: data collection and data analysis. As of the date of this report, we are in the data collection phase. With this data
in hand, we will further develop our data analysis services, which we will initially use to enhance our targeted marketing
solutions for our customers.
Cybersecurity System and Equipment
We offer cybersecurity solution based on our Xin Platform to provide cybersecurity and online surveillance
services by recording activities of the terminal users, including application/software usages and access to certain
individualized websites and software. It can also limit access to software and websites of the terminal users. Our
cybersecurity system meets the technical standards prescribed by the Ministry of Public Security of PRC but also aims to
satisfy market demands for commercial cybersecurity products. We have developed three types of indoor equipment
designed for facilities of different sizes and one type of outdoor equipment primarily for use by local branches of the
Ministry of Public Security. In January 2016, we secured a government procurement contract with the Bureau of Public
Security of Daqing City in Heilongjiang Province, pursuant to which we installed wireless internet terminal collection
equipment and 3G wireless network cards, as well as provided training services related to the use of the equipment. The
project was completed and accepted by the customer in the quarter ended December 31, 2016, generating $140,774 of
revenue during year ended June 30, 2017. Because of the relatively low profit margin of our cybersecurity program, our
business focus has shifted over the past 12 months from cybersecurity systems to our “Safe Campus “and “Smart
Elevator” and related marketing programs. Our management has decided not to actively promote or internally advance
our cybersecurity project for the time being. However, we are still maintaining our developed market and our products
and may resume marketing activities for our cybersecurity system if market conditions are favorable.
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Internet Service Provider Connecting Service
We have the technical capacity to provide ISP connecting service and also obtained the Value-Added
Telecommunication Business Operating License in August 2015 from the PRC government to provide ISP connecting
service. The major target consumers of ISP connecting services are merchants and public institutions that are users of
Internet security equipment.
Competitive Strengths
We believe that our quality control and marketing teams have core management experience in technology
programs such as IDC and ISP. Unlike most of the security systems provided by our competitors, our “Safe Campus”
security system offers comprehensive logins and user friendly interfaces and allow communication between schools,
teachers, parents and students. Our “Smart Elevator” security and management system is in line with the Guidelines on
Elevator Emergency Response Platform Development promulgated by the PRC General Administration of Quality
Supervision, Inspection and Quarantine in April 2014.
Growth Strategy
We plan to vigorously market our “Safe Campus” system and “Smart Elevator” systems through different
channels such as charities, industry conferences and forums, online platforms and social media such as Weibo and free
trials. Our plan anticipates that with the increase in user base of our security solutions, we will generate revenues from
advertising placements on our platforms and hardware as well as revenue sharing with other product and service
providers utilizing our platforms.
Additionally, we hope to become a national provider of big data processing services in the PRC. To this end, we
are developing systems to analyze industry trends, market and customer data, supply chain, financial information, risk
detection and management. Such processing services can be used by businesses in a wide range of industries. In order to
have the technical capacity to provide such service, our research and development process has two phases: data collection
and data analysis. As the user base of our security solutions increase, we will have access to more data to support the
development of our big data processing service.
Research and Development
Our research and development effort is focused on developing new hardware and software and on enhancing and
improving our existing products and services. Our engineering team has deep networking and security expertise and
works closely with end-customers to identify their current and future needs. We believe that innovation and timely
development of new features and products is essential to meeting the needs of our end-customer and improving our
competitive position. We test our products thoroughly to certify and ensure their quality and interoperability with third-
party hardware and software products.
Our research and development team has been focusing on the “Safe Campus” security system in the fiscal year
ended June 30, 2017. For the fiscal year ended June 30, 2016 and 2017, our research and development expenses were
approximately $73,076 and $203,600. We plan to continue to invest in resources to conduct our research and
development efforts.
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Product Manufacturing
For cost savings purposes, we have outsourced the manufacture of hardware for our “Safe Campus” program to
Shenzhen Yanze Technology Co., Ltd., a third party located in Guangdone Province, under a contract dated April 1, 2017.
Shenzhen Yanze Technology Co., Ltd. has the obligation to meet the technical standard set forth by us and offers a
warranty of 13 months.
Historically, we outsourced the production of Internet security equipment to Shenzhen Shunxin Technology Co.,
Ltd., a separate third-party entity in Guangdong Province, China. Shenzhen Shunxin Technology Co., Ltd. has a permit
issued by the Ministry of Public Security for manufacturing Internet security products. If the demands for our products
increase in the future, we would need to negotiate agreements with new manufacturing contractors or build our own
manufacturing facilities to meet increasing customer demands for our equipment.
Marketing
We currently focus on the marketing of our “Safe Campus” security program. We promote our products and
services through both traditional and new media marketing channels. We are partnering with various organizations,
including China Council for the Promotion of National Trade, the Next Generation Foundation and other charitable
foundations focused on the welfare of children to promote our “Safe Campus” system. We are in the process of
establishing a nationwide distribution network consisting of agents in different regions for our “Safe Campus” security
system and also plan to utilize social media, online commercials, industry forums and trade conferences to market the
“Safe Campus” system. We expect to enter into formal agreements with over 30 schools in the near future and expand to
100 schools by the end of 2017.
In addition, we maintain 8 full-time employees who focus on sales and marketing efforts relating to the
promotion of our products and services. The marketing employees arrange for advertising events and prepare corporate
literature for distribution to promote our products and services. By leveraging our technological expertise in new media
marketing, we also target our potential customers through the social media application WeChat and our own Xin
Platform.
Customers
In the year ended June 30, 2017, 100% of our revenue was generated through our historical cybersecurity
business under a government procurement contract with the Bureau of Public Security of Daqing City in Heilongjiang
Province, China.
Competition
For our campus security solutions, we compete with Guozeweiye Technology and Culture Co., Ltd., Shanghai
Woqi Information Technoloy Co., Ltd., Shenzhen Youjiao Software Co., Ltd., all of which offer their own campus
electronic management solutions.
The cybersecurity industry in the PRC is highly competitive. With the rapid development of the Internet over the
past two decades, new cybersecurity technology has been continuously developing and new cybersecurity products have
been continuously entering the market. We have several competitors in both the cybersecurity equipment and new media
advertising markets. In this area, our three largest competitors in China are Guangzhou Xunqi Digital Technology Co.,
Ltd., Shenzhen RenZixing Network Technology Co., Ltd. and Zhuhai Jilangling Network Technology Co., Ltd. Our
competitors in the ISP connecting service market are primarily China Telecom and China Unicom, both are state own
enterprises with over 70% market share collectively.
We also generally compete with Dalian Aoyuan Electronic Co., Ltd. which offers cloud based calculation and
related services as well as Zhongyuan Intelligence Technology Co., Ltd., which offers life recognition, internet, big data,
smart office and security system.
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Intellectual Property
As of the date of this report, we have obtained fourteen copyright registrations in China for our software,
including Shuhai Information Platform Internet Behavior Auditing Security Management System, Shuhai Information
Micro Mall System, Shuhai Information Platform Micro Marketing System, Shuhai Media Advertising System, Shuhai
Information Platform 3G Web Content Management System, Shuhai Information Platform SMS Platform System, Shuhai
Information Platform Wireless Terminal Characteristic Collection Management System, Shuhai Safe Campus Security
Management System v2.0, Shuhai Safe Campus Terminal – Security Management System v2.0, Shuhai Xin Platform
Smart Elevator Detection Terminal Control System v2.0, Shuhai Xin Platform Smart Elevator Detect and Alarm
Management Platform v2.0, Shuhai Xin Platform Smart Elevator Real Time Surveillance and Alarm Management
Platform v2.0, Shuhai Xin Platform Smart Elevator Display Equipment Control System v2.0 and Shuhai Xin Platform
Intelligent Advertisement Placement System v.2.0.
We also own the registered trademark for our Xin Platform and filed patent applications for our Xin Platform.
There may be patents issued or pending that are held by others and cover significant parts of our products or services,
which may hinder our ability to obtain IP protection for some of our products and services.
Government Regulation; Licenses
Our operations are subject to and affected by PRC laws and regulations. The primary governmental regulation
regulating the Internet security equipment industry in the PRC is the Cybersecurity Law, which governs entities providing
“critical information infrastructure.” This statute provides basic protections for Internet users, such as not selling
individual’s data to other companies without the user’s permission and not knowingly distributing malware. This law at
present is only in draft form, but is expected to be adopted in the near future. Major PRC regulations applicable to our
products and services and the Internet security industry include Computer Information System Security Specific Product
Testing and Sales License Management Method (Ministry of Public Security Order No. 32) (“Order 32”) and Internet
Security Protection Technology Measures Provision (Ministry of Public Security Order No. 82) (“Order 82”). Order 32
sets forth the license requirement for Internet security products providers and related approval procedures of license
applications. Order 82 specifies certain security measures Internet service providers shall take to ensure Internet security.
Providers of ISP connecting service and Internet-based data processing service are within the scope of Order 82.
The primary governmental regulations applicable to our “Safe Campus” system are (i) Security Management
Regulations on Kindergartens, Elementary Schools, Middle Schools and High Schools promulgated by the Ministry of
Education which requires the school management to comply with its specific requirements; (ii) The Twelfth Five Year
Plan of National Education XI promulgated by the Ministry of Education in 2012 urging schools to increase investment in
key areas and weak links, and constantly improve school information, modernization, and enhance the development of
education system; (iii) “Notice from the Ministry of Education and Other Nine Ministries and Commissions on
Accelerating the Advancement of Educational Information on a Number of Key Work " (Teaching [2012]); (iv) Ministry
of Public Security, General Office of the Ministry of Public Security (2015) No. 168 "On the Issuance of Security
Regulations of Kindergartens, Elementary Schools, Middle Schools and High Schools (Trial) Notice" which allows the
installation of electronic surveillance systems on campus; (v) Office of the State Council Education Steering Committee
(National Education Supervision letter [2016] No. 22) "On the Implementation of the Campus Bullying Prevention
Governance;" and (vi) "Opinions of the General Office of the State Council on Strengthening the Construction of Safety
Risk Prevention and Control System for Kindergartens, Elementary Schools, Middle Schools and High Schools (Trial)
Notice " (Guo Ban Fa [2017] No. 35).
The primary governmental regulations applicable to our “Smart Elevator” system is the "AQSIQ on the
Promotion of Elevator Emergency Service Platform Construction Guidance" (State Quality Inspection [2014] No. 433)
which requires the establishment of elevator emergency service platform.
Shuhai Beijing currently maintains the following licenses issued by the PRC government:
Business License issued by Beijing Municipal Industry and Commerce Administration;
Beijing Statistics Registration Certificate issuing by Beijing Municipal Bureau of Statistics;
Zhongguancun High Tech Enterprises Certificate issued by Zhongguancun Science Park Administrative
Committee; and
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Value-Added Telecommunications Business Operating License issued by Ministry of Industry and Information
Technology.
Employees
As of the date of this report, we have a total of 43 full time employees. The following table sets forth the number
of our employees categorized by function as of that date:
Function
Management
Marketing and Sales
Research & Development
Human Resource
Finance & Accounting
Operations
Administrative
Total
Total Number of Employees
2
8
17
3
3
6
4
43
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Item 1A.
Risk Factors
An investment in our common stock is very speculative and involves a high degree of risk. You should carefully
consider the following risk factors in evaluating our business before purchasing any shares of our common stock. No
purchase of our common stock should be made by any person who is not in a position to lose the entire amount of his or
her investment. The order of the following risk factors is presented arbitrarily. You should not conclude the significance of
a risk factor because of the order of presentation. Our business and operations could be seriously harmed as a result of
any of these risks.
Risks Relating to Our Business and Industry
We are an early stage company with a very limited operating history as a provider of Internet security equipment, new
media advertising and data processing services. Our limited operating history may not provide an adequate basis to
judge our future prospects and results of operations.
We have a very limited operating history. Our operating entity, Shuhai Beijing, was formed in February 2015 and
has yet to generate material revenues and it may not generate material revenue or any profit for the foreseeable future. We
expect that our new media advertising, micro marketing and big data processing services supported by our security
solutions will be our core business and main revenue producing sectors in the future. We have limited experience and
operating history in developing and marketing the foregoing products and services. In addition, the market for our
products and services is highly competitive. If we fail to successfully develop and offer our products and services in an
increasingly competitive market, we may not be able to capture the growth opportunities associated with the products and
services or recover our development and marketing costs, and our future results of operations and growth strategies could
be adversely affected. Our limited history may not provide a meaningful basis for investors to evaluate our business,
financial performance and prospects.
Our independent registered auditors’ report includes an explanatory paragraph stating that there is substantial doubt
about our ability to continue as a going concern.
We are a development stage company and have limited financial resources. We had a cash balance of
$1,174,950 as of June 30, 2017. We have generated revenues of $140,774 in the year ended June 30, 2017 and $0
between inception and the year ended June 30, 2016 and has a deficit of approximately $2,520,000 at June 30, 2017. Our
independent registered auditors included an explanatory paragraph in their opinion on our financial statements as of and
for the year ended June 30, 2017 that states that Company losses from operations raise substantial doubt about its ability
to continue as a going concern.
Our current resources and source of funds, which primarily consist of loans and capital contributions from
shareholders and funds raise from equity financing. We believe these are sufficient to keep our business operations
functioning for the next twelve months. We have generated little revenues from our business, and our expenses will be
accrued and deferred until sufficient financing is obtained or our shareholders loan the necessary funds to pay for these
expenses. No assurances can be given that we will be able to receive funds from our shareholders or others to continue
our operations. We may seek additional financing. The financing sought may be in the form of equity or debt financing
from various sources as yet unidentified. No assurances can be given that we will generate sufficient revenue or obtain
the necessary financing to continue as a going concern.
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Supply chain issues, including financial problems of contract manufacturers or component suppliers, or a shortage of
adequate component supply or manufacturing capacity that increased our costs or caused a delay in our ability to
fulfill orders, could have an adverse impact on our business and operating results, and our failure to estimate
customer demand properly may result in excess or obsolete component supply, which could adversely affect our gross
margins.
Currently, we do not own or operate our manufacturing facilities but instead rely on a third party contractor to
manufacturer our products, and we expect that we will continue to rely on existing and new contractual manufacturers for
the foreseeable future. Such reliance could have adverse impact on the supply of our products and on our business and
operating results:
· Any financial problems of either contract manufacturers or component suppliers could either limit supply or
increase costs;
·
·
Reservation of manufacturing capacity at our contract manufacturers by other companies, inside or outside of
our industry, could either limit supply or increase costs; and
Industry consolidation occurring within one or more component supplier markets could limit supply or increase
costs.
In addition, the following supply chain-related issues could adversely affect our customer relationship, operating
results and financial condition:
·
·
·
·
a reduction or interruption in supply of one or more components;
a significant increase in the price of one or more components;
a failure to adequately authorize procurement of inventory by our contract manufacturers; and
a failure to appropriately cancel, reschedule or adjust our requirements based on our business needs.
Over the long term, we intend to invest in engineering, sales, service and marketing activities, and these investments
may achieve delayed, or lower than expected, benefits which could harm our operating results.
While we intend to focus on managing our costs and expenses, over the long term, we also intend to invest in
personnel and other resources related to our engineering, sales, service and marketing functions as we realign and
dedicate resources on key growth areas, such as Internet security products and services. We are likely to recognize the
costs and expenses associated with these investments earlier than some of the anticipated benefits, and the return on these
investments may be lower, or may develop more slowly, than we expect. If we do not achieve the benefits anticipated
from these investments, or if the achievement of these benefits is delayed, our operating results may be adversely
affected.
Our business substantially depends upon the continued growth of the internet and internet-based systems.
A substantial portion of our business and revenue depends on growth and evolution of the Internet in the PRC
and globally, including the continued development of the Internet. To the extent that an economic slowdown or economic
uncertainty and any related reductions in capital spending adversely affect spending on Internet infrastructure, we could
experience material harm to our business, operating results and financial condition.
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Because of the rapid introduction of new products and changing customer requirements related to matters such
as cost-effectiveness and security, we believe that there could be performance problems with Internet communications in
the future, which could receive a high degree of publicity and visibility. Because Internet security equipment is our major
products, our business, operating results and financial condition may be materially adversely affected, regardless of
whether or not these problems are due to the performance of our own products. Such an event could also result in a
material adverse effect on the market price of our common stock independent of direct effects on our business.
Product quality problems could lead to reduced revenue, gross margins, and net income.
The Internet security equipment we provide is highly complex as the products incorporate both hardware and
software technologies. Neither we nor our contract manufacturer have developed a sophisticated product testing program.
There can be no assurance that the pre-shipment testing programs we develop in the future will be adequate to detect all
defects, including defects in individual products or defects affecting numerous shipments. Such potential defects might
interfere with customer satisfaction, reduce sales opportunities or affect gross margins. As an example, software typically
contains bugs that can unexpectedly interfere with expected operations. From time to time, we will have to replace certain
components and provide remediation in response to the discovery of defects or bugs in our products. There can be no
assurance that such remediation, depending on the product involved, would not have a material impact. An inability to
cure a product defect could result in the failure of a product line, temporary or permanent withdrawal from a product or
market, damage to our reputation, inventory costs, or product reengineering expenses, any of which could have material
impact on our revenue, margins and net income.
Because of the capital-intensive nature of our business, we will likely have to incur indebtedness or issue new equity
securities. If we are not able to obtain additional capital, our ability to operate or expand our business may be
impaired and our results of operations could be adversely affected.
Our business requires significant levels of capital to finance the research and development of new products and
service platforms that meet the constantly evolving industry standards and consumer demands. As such, we expect that
we will need additional capital to fund our future growth. We currently primarily depend on loans and capital
contributions from our founders, Ms. Zhixin Liu and Mr. Fu Liu, who currently serve as our only officers and directors. If
cash from such available sources is insufficient or unavailable, or if cash is used for unanticipated needs, we may require
additional capital sooner than anticipated. Our ability to obtain additional capital on acceptable terms or at all is subject to
a variety of uncertainties, including:
·
·
·
·
·
·
investors’ perceptions of, and demand for, companies operating in China;
conditions of the U.S. and other capital markets in which we may seek to raise funds;
our future results of operations, financial condition and cash flows;
governmental regulation of foreign investment in China;
economic, political and other conditions in the United States, China and other countries; and
governmental policies relating to foreign currency borrowings.
The sale of additional equity securities would result in dilution of our existing shareholders. In addition, the
incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing
covenants that would restrict our operations. It is highly uncertain whether financing will be available in amounts or on
terms acceptable to us, if at all.
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Our success is dependent on retaining key personnel who would be difficult to replace.
Our success depends largely on the continued services of our key management and technical staff. In particular,
our success depends on the continued efforts of Ms. Zhixin Liu, our Chairman of the Board of Directors, Chief Executive
Officer, Interim Chief Financial Officer, Treasurer and Secretary, and Mr. Fu Liu, our director. Ms. Liu and Mr. Liu (who
are daughter and father) have been instrumental in developing our business model and are crucial to our business
development. There can be no assurance that they will continue in their present capacities for any particular period of
time. The loss of the services of Ms. Liu and Mr. Liu could materially and adversely affect our business development. In
addition, the development of new Internet security products and marketing service platform requires us to retain certain
key technical staff. Our research and development efforts rely on Mr. Zhiqiang Qian, our research and development
director and senior engineers Messrs. Jiangshan Liu and Ruiping Shen. The loss of these technical staff would negatively
affect our introduction of new products and service platforms, our ability to capture new market share and our ability to
generate sales revenue.
The various service industries we are in are characterized by constant and rapid technological change and evolving
standards. If we fail to anticipate and adapt to these changes and evolutions, our sales, gross margins and profitability
will be adversely affected.
Technologies change rapidly in the security solution, new media advertising, micro marketing and data
processing industries with frequent new product and service developments and evolving industry standards. Companies
operating within these industries are continuously developing new products and services with heightened performance
and functionality, putting pricing pressure on existing products. Accordingly, we believe that our future success will
depend on our ability to continue to anticipate technological changes and to offer additional product and service
opportunities that meet evolving standards on a timely and cost-effective basis. Our failure to accurately anticipate the
introduction of new technologies or adapt to fluctuations in the industry could lead to our having significant amounts of
obsolete inventory that can only be sold at substantially lower prices and profit margins than anticipated. In addition, if
we are unable to develop planned new technologies, we may be unable to compete effectively due to our failure to offer
products or services most demanded by the marketplace. Products and services that our competitors develop or introduce
may also render our products and services noncompetitive or obsolete. If any of these failures occur, our business and
results of operations would be adversely affected.
We may face heightened competition from existing mature competitors as well as new entrants into the security
equipment and service industries in which we compete within the PRC. If we are unable to compete effectively, we may
lose customers and our financial results will be negatively affected.
The security and marketing industries in the PRC are highly competitive. Currently, Shuhai Beijing’s primary
competitors for security solutions and ISP connecting services are mature companies with longer operating histories,
more engineering resources, relatively sophisticated distribution channels and existing customer bases. For our campus
and elevator security solutions, we compete with others who also offer their own campus electronic management
solutions and elevator emergency service systems. Further, there are new competitors entering our industries. As a result,
we could experience difficulties in obtaining customers, capturing market share, and generating revenue from our major
products and services.
We depend on contract manufacturers, and our production and products could be harmed if it is unable to meet our
volume and quality requirements and alternative sources are not available.
We rely on third party contract manufacturers to provide manufacturing services for our products. If these
services become unavailable, we would be required to identify and enter into an agreement with a new contract
manufacturer or take the manufacturing in-house. The loss of our contract manufacturers could significantly disrupt
production as well as increase the cost of production. These changes could have a material adverse effect on our business
and results of operations.
Our “Safe Campus” and “Smart Elevator” programs may not be accepted by the intended users of our products,
which could harm our future financial performance.
There can be no assurance that our “Safe Campus” and “Smart Elevator” systems will achieve wide acceptance
by our intended users. The degree of market acceptance for products and services based on our technology will also
depend upon a number of factors, including the establishment and demonstration of the ability of our proposed solutions
to provide an acceptable level of security in an efficient manner. Long-term market acceptance of our products and
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services will depend, in part, on the capabilities and operating features of our products and technologies as compared to
those of other available products and services. As a result, there can be no assurance that currently available products, or
products under development for commercialization, will be able to achieve market penetration, revenue growth or
profitability.
Changes to existing regulations may present technical, regulatory and economic barriers to the provision of our
product, which may significantly increase our costs and adversely affect the results of our operations.
The cybersecurity industry in China is highly regulated by the PRC Ministry of Public Security. In particular,
Computer Information System Security Specific Product Testing and Sales License Management Method (Ministry of
Public Security Order No. 32) sets forth the technical standards for Internet security products as well as the procedures for
applying for and maintaining permits for selling such products. The PRC Ministry of Public Security might change the
regulatory framework or impose higher technical standards in the future. As a result, we would have to incur extra costs
in connection with engaging new technical staff, improving our existing products, and renewing our permit.
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The legal requirements associated with being a public company, including those contained in and issued under the
Sarbanes-Oxley Act, may make it difficult for us to retain or attract qualified officers and directors, which could
adversely affect the management of our business and our ability to maintain listing of our common stock.
We may be unable to attract and retain qualified officers and directors required to provide for our effective
management because of the rules and regulations that govern publicly listed companies, including, but not limited to,
certifications by principal executive officers. Currently, none of our officers or directors have experience in operating a
U.S. public company. Moreover, the actual and perceived personal risks associated with compliance with the Sarbanes-
Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and other public company requirements may deter qualified individuals
from accepting roles as directors and executive officers. At present, we do not maintain an independent board and do not
have any board members who would meet the independence requirements of the various exchanges. Further, the
requirements for board or committee membership, particularly with respect to an individual’s independence and level of
experience in finance and accounting matters, may make it difficult to attract and retain qualified board members going
forward. If we are unable to attract and retain qualified officers and directors, the management of our business and our
ability to retain the listing of our common stock on any stock exchange or quotation system could be adversely affected.
If we fail to establish and maintain an effective system of internal controls, we may not be able to report our financial
results accurately or prevent fraud. Any inability to report and file our financial results accurately and timely could
harm our business and adversely impact the trading price of our common stock.
We are required to establish and maintain internal controls over financial reporting, disclosure controls and to
comply with other requirements of the Sarbanes-Oxley Act and the rules promulgated by the U.S. Securities and
Exchange Commission (the “SEC”) thereunder. Our senior management, which currently consists solely of Ms. Zhixin
Liu, cannot guarantee that our internal controls and disclosure controls will prevent all possible errors or all fraud. A
control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are
resource constraints and the benefit of controls must be relative to their costs. Because of the inherent limitations in all
control systems, no system of controls can provide absolute assurance that all control issues and instances of fraud, if any,
within our company have been detected. These inherent limitations include the realities that judgments in decision-
making can be faulty and that breakdowns can occur because of simple error or mistake. Further, controls can be
circumvented by individual acts of some persons, by collusion of two or more persons, or by management’s override of
the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential
future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of
compliance with policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and may not be detected.
We may be unable to complete our analysis of our internal controls over financial reporting in a timely manner, or
these internal controls may not be determined to be effective, which may adversely affect investor confidence in our
Company and, as a result, the value of our common stock.
We will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by our management
on, among other things, the effectiveness of our internal control over financial reporting for the first fiscal year ending
June 30, 2017. This assessment will need to include disclosure of any material weaknesses identified by our management
in our internal control over financial reporting, as well as a statement that our independent registered public accounting
firm has issued an opinion on our internal control over financial reporting.
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We are in the very early stages of the costly and challenging process of compiling a system and processing
documentation necessary to perform the evaluation needed to comply with Section 404. We may not be able to complete
our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we
identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that
our internal controls are effective.
If we are unable to assert that our internal control over financial reporting is effective, or if our independent
registered public accounting firm is unable to express an opinion on the effectiveness of our internal controls, we could
lose investor confidence in the accuracy and completeness of our financial reports, which would cause the price of our
common stock shares to decline, and we may be subject to investigation or sanctions by the SEC.
We will also be required to disclose changes made in our internal control and procedures on a quarterly basis.
However, our independent registered public accounting firm will not be required to formally attest to the effectiveness of
our internal control over financial reporting pursuant to Section 404 until the later of the year following our first annual
report required to be filed with the SEC, or the date we are no longer an “emerging growth company” as defined in the
recently enacted JOBS Act (as defined below), if we take advantage (as we expect to do) of the exemptions contained in
the JOBS Act. We will remain an “emerging growth company” for up to five years, although if the market value of our
common stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time and subject to other
conditions being met, we would cease to be an “emerging growth company” as of the following December 31.
Our independent registered public accounting firm is not required to formally attest to the effectiveness of our
internal control over financial reporting until the later of the year following our first annual report required to be filed
with the SEC or the date we are no longer an “emerging growth company.” At such time, our independent registered
public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls
are documented, designed or operating. Our remediation efforts may not enable us to avoid a material weakness in the
future. Any of the foregoing occurrences, should they come to pass, could negatively impact the public perception of our
company, which could have a negative impact on our stock price.
Our compliance with complicated U.S. regulations concerning corporate governance and public disclosure will result
in additional expenses. Moreover, our ability to comply with all applicable laws, rules and regulations is uncertain
given our management’s relative inexperience with operating U.S. public companies.
As a new public company, we will be faced with expensive, complicated and evolving disclosure, governance
and compliance laws, regulations and standards relating to corporate governance and public disclosure, including the
Sarbanes-Oxley Act and the Dodd–Frank Wall Street Reform and Consumer Protection Act. New or changing laws,
regulations and standards are subject to varying interpretations in many cases due to their lack of specificity, and, as a
result, their application in practice may evolve over time as new guidance is provided by regulatory and governing
bodies, which could result in continuing uncertainty regarding compliance matters and higher costs necessitated by
ongoing revisions to disclosure and governance practices. As a result, our efforts to comply with evolving laws,
regulations and standards of a U.S. public company are likely to continue to result in increased general and administrative
expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.
Moreover, our executive officers have little experience in operating a U.S. public company, which makes our
ability to comply with applicable laws, rules and regulations uncertain. Our failure to comply with all laws, rules and
regulations applicable to U.S. public companies could subject us or our management to regulatory scrutiny or sanction,
which could harm our reputation and stock price.
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Risks Relating to the Our Corporate Structure
Our corporate structure, in particular, our “VIE Contractual Agreements are subject to significant risks, as set
forth in the following risk factors.
We are a holding company that depends on cash flow from Shuhai Skill (HK), its subsidiary and Shuhai Beijing to
meet our obligations.
After the consummation of the Share Exchange, we became a holding company with no material assets other
than the stock of Shuhai Skill (HK). Accordingly, all of our operations are conducted through Shuhai Skill (HK), its
direct subsidiary Tianjin Information and its variable interest entity Shuhai Beijing. We currently expect that the earnings
and cash flow of our subsidiaries will primarily be retained and used in their operations.
We depend upon the VIE Contractual Agreements in conducting our business in the PRC, which may not be as
effective as direct ownership.
Our affiliation with Shuhai Beijing is managed through the VIE Contractual Agreements, which agreements may
not be as effective in providing us with control over Shuhai Beijing as direct ownership. The VIE Contractual
Agreements are governed by and would be interpreted in accordance with the PRC laws. They also provide for the
resolution of disputes through arbitration pursuant to PRC laws. If Shuhai Beijing fails to perform the obligations under
the VIE Contractual Agreements, we may have to rely on legal remedies under the PRC law, including seeking specific
performance or injunctive relief, and claiming damages. There is a risk that we may be unable to obtain any of these
remedies. The legal environment in China is not as developed as in other jurisdictions. As a result, uncertainties in the
PRC legal system could limit our ability to enforce the VIE Contractual Agreements.
We may not be able to consolidate the financial results of some of our affiliated companies or such consolidation could
materially adversely affect our operating results and financial condition.
All of our business is conducted through Shuhai Beijing, which currently is considered a VIE for accounting
purposes, and we are considered the primary beneficiary, thus enabling us to consolidate our financial results in our
consolidated financial statements. In the event that in the future a company we hold as a VIE no longer meets the
definition of a VIE, or we are deemed not to be the primary beneficiary, we would not be able to consolidate line by line
that entity’s financial results in our consolidated financial statements for PRC purposes. Also, if in the future an affiliate
company becomes a VIE and we become the primary beneficiary, we would be required to consolidate that entity’s
financial results in our consolidated financial statements for PRC purposes. If such entity’s financial results were
negative, this could have a corresponding negative impact on our operating results for PRC purposes. However, any
material variations in the accounting principles, practices and methods used in preparing financial statements for PRC
purposes from the principles, practices and methods generally accepted in the United States and in the SEC accounting
regulations must be discussed, quantified and reconciled in financial statements for United States and SEC purposes.
Because we rely on the Operation and Intellectual Property Service Agreement with Shuhai Beijing for our revenue,
the termination of this agreement would severely and detrimentally affect our continuing business viability under our
current corporate structure.
We are a holding company and all of our business operations are conducted through the VIE Contractual
Agreements. As a result, our revenues rely on dividend payments from Tianjin Information after it receives payments
from Shuhai Beijing pursuant to the Operation and Intellectual Property Service Agreement. Shuhai Beijing may
terminate the Operation and Intellectual Property Service Agreement without cause. Because neither we, nor our
subsidiaries, own equity interests of Shuhai Beijing, the termination of the Operation and Intellectual Property Service
Agreement would sever our ability to continue receiving payments from Shuhai Beijing under our current holding
company structure. While we are currently not aware of any event or reason that may cause the Operation and Intellectual
Property Service Agreement to terminate, we cannot assure you that such an event or reason will not occur in the future.
In the event that the Operation and Intellectual Property Service Agreement is terminated, this may have a severe and
detrimental effect on our continuing business viability under our current corporate structure, which, in turn, may affect
the value of your investment.
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Contractual arrangements entered into by our subsidiary and our PRC operating affiliate may be subject to scrutiny
by the PRC tax authorities. Such scrutiny may lead to additional tax liability and fines, which would hinder our ability
to achieve or maintain profitability.
Under PRC law, arrangements and transactions among related parties may be subject to audit or challenge by the
PRC tax authorities. If any of the transactions entered into by our subsidiary and our PRC operating affiliate are found not
to have been conducted on an arm’s-length basis or to result in an unreasonable reduction in tax under PRC law, the PRC
tax authorities have the authority to disallow tax savings, adjust the profits and losses of our respective PRC entities and
assess late payment interest and penalties.
We conduct our business through Shuhai Beijing by means of contractual arrangements. If the PRC courts or
administrative authorities determine that these contractual arrangements do not comply with applicable regulations,
we could be subject to severe penalties and our business could be adversely affected. In addition, changes in such
Chinese laws and regulations may materially and adversely affect our business.
There are uncertainties regarding the interpretation and application of PRC laws, rules and regulations, including
but not limited to the laws, rules and regulations governing the validity and enforcement of the contractual arrangements
between Tianjin Shuhai and Shuhai Beijing. Although we have been advised by our PRC counsel, Zhongyin Law Offices,
that based on their understanding of the current PRC laws, rules and regulations, the structure for operating our business
in China (including our corporate structure and contractual arrangements with Shuhai Beijing and its stockholders)
comply with all applicable PRC laws, rules and regulations, and do not violate, breach, contravene or otherwise conflict
with any applicable PRC laws, rules or regulations, the PRC courts or regulatory authorities may determine that our
corporate structure and contractual arrangements violate PRC laws, rules or regulations. We are aware of a case involving
Chinachem Financial Services where certain contractual arrangements for a Hong Kong Company to gain economic
control over a PRC Company were declared to be void by the PRC Supreme People’s Court. If the PRC courts or
regulatory authorities determine that our contractual arrangements are in violation of applicable PRC laws, rules or
regulations, our contractual arrangements will become invalid or unenforceable.
If any of our PRC entities or their ownership structure or the contractual arrangements are determined to be in
violation of any existing or future PRC laws, rules or regulations, or any of our PRC entities fail to obtain or maintain any
of the required governmental permits or approvals, the relevant PRC regulatory authorities would have broad discretion
in dealing with such violations, including:
·
·
·
·
·
·
revoking the business and operating licenses;
discontinuing or restricting the operations;
imposing conditions or requirements with which the PRC entities may not be able to comply;
requiring us and our PRC entities to restructure the relevant ownership structure or operations;
restricting or prohibiting our use of the proceeds from this offering to finance our business and operations in
China; or
imposing fines.
The imposition of any of these penalties would severely disrupt our ability to conduct business and have a
material adverse effect on our financial condition, results of operations and prospects.
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On or around September 2011, various media sources reported that the China Securities Regulatory Commission
(the “CSRC”) had prepared a report proposing pre-approval by a competent central government authority of offshore
listings by China-based companies with variable interest entity structures, such as ours, that operate in industry sectors
subject to foreign investment restrictions. However, it is unclear whether the CSRC officially issued or submitted such a
report to a higher level government authority or what any such report provides, or whether any new PRC laws or
regulations relating to variable interest entity structures will be adopted or what they would provide. If our ownership
structure, contractual arrangements or businesses of Shuhai Beijing are found to be in violation of any existing or future
PRC laws or regulations, the relevant governmental authorities, including the CSRC, would have broad discretion in
dealing with such violation, including levying fines, confiscating our income or the income of Shuhai Beijing, revoking
the business licenses or operating licenses of Shuhai Beijing, discontinuing or placing restrictions or onerous conditions
on our operations, requiring us to undergo a costly and disruptive restructuring, restricting or prohibiting our use of
proceeds from this offering to finance our business and operations in China, and taking other regulatory or enforcement
actions that could be harmful to our business. Any of these actions could cause significant disruption to our business
operations and severely damage our reputation, which would in turn materially and adversely affect our business,
financial condition and results of operations.
The draft Foreign Investment Law proposes sweeping changes to the PRC foreign investment legal regime and will
likely to have a significant impact on businesses in China controlled by foreign invested enterprises primarily through
contractual arrangements, such as our business.
On January 19, 2015, the PRC Ministry of Finance (“MOFCOM”) published a draft of the PRC Law on Foreign
Investment (Draft for Comment), or the Foreign Investment Law, which is open for public comments until February 17,
2015. At the same time, MOFCOM published an accompanying explanatory note of the draft Foreign Investment Law, or
the Explanatory Note, which contains important information about the draft Foreign Investment Law, including its
drafting philosophy and principles, main content, plans to transition to the new legal regime and treatment of business in
China controlled by foreign invested enterprises, or FIEs, primarily through contractual arrangements. The draft Foreign
Investment Law is intended to replace the current foreign investment legal regime consisting of three laws: the Sino-
Foreign Equity Joint Venture Enterprise Law, the Sino-Foreign Cooperative Joint Venture Enterprise Law and the Wholly
Foreign-Invested Enterprise Law, as well as detailed implementing rules. The draft Foreign Investment Law proposes
significant changes to the PRC foreign investment legal regime and may have a material impact on Chinese companies
listed or to be listed overseas. The proposed Foreign Investment Law is to regulate FIEs the same way as PRC domestic
entities, except for those FIEs that operate in industries deemed to be either “restricted” or “prohibited” in a “Negative
List.” Because the Negative List has yet to be published, it is unclear whether it will differ from the current list of
industries subject to restrictions or prohibitions on foreign investment (including our industry). The draft Foreign
Investment Law also provides that only FIEs operating in industries on the Negative List will require entry clearance and
other approvals that are not required of PRC domestic entities. As a result of the entry clearance and approvals, certain
FIE’s operating in industries on the Negative List may not be able to continue to conduct their operations through
contractual arrangements.
The specifics of the draft Foreign Investment Law’s application to variable entity structures have yet to be
proposed, but it is anticipated that the draft Foreign Investment Law will regulate variable interest entities. MOFCOM
suggests both registration and approval as potential options for the regulation of variable entity structures, depending on
whether they are “Chinese” or “foreign-controlled.” One of the core concepts of the draft Foreign Investment Law is “de
facto control,” which emphasizes substance over form in determining whether an entity is “Chinese” or “foreign-
controlled.” This determination requires considering the nature of the investors that exercise control over the entity.
“Chinese investors” are natural persons who are Chinese nationals, Chinese government agencies and any domestic
enterprise controlled by Chinese nationals or government agencies. “Foreign investors” are foreign citizens, foreign
governments, international organizations and entities controlled by foreign citizens and entities. We are majority
controlled by Mr. and Ms. Liu, both of whom are PRC nationals, therefore, it increases the likelihood that our company
may be deemed “Chinese” controlled. In its current form, the draft Foreign Investment Law will make it difficult for
foreign financial investors, including private equity and venture capital firms, to obtain a controlling interest of a Chinese
enterprise in a foreign restricted industry. However, under the proposed new law, we may no longer need to hold interests
in our operating affiliate through contractual arrangements and may be able to have control through direct equity
ownership.
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There is substantial uncertainty regarding the draft Foreign Investment Law, including, among others, what the
actual content of the law will be as well as the adoption timeline or effective date of the final form of the law. While such
uncertainty exists, we cannot determine whether the new foreign investment law, when it is adopted and becomes
effective, will not have a material positive or negative impact on our corporate structure and business.
The contractual agreements that we have with our PRC operating affiliate may be determined to be a mechanism to
circumvent the restriction of foreign ownership of a business in the PRC, and therefore could be determined to be
unenforceable because they are against public policy.
We do not have a direct ownership interest in Shuhai Beijing, our PRC operating affiliate. Instead, through a
series of contractual arrangements entered into between Shuhai Beijing and our subsidiary, Tianjin Information, we are
able to: (i) exert effective control over our PRC operating affiliate; (ii) receive substantially all of the economic benefits
derived from the business operations of our PRC operating affiliate; and (iii) have an exclusive option to purchase all or
part of the equity interests in our PRC operating affiliate. Notwithstanding the foregoing, there is a risk that these
contractual agreements between Shuhai Beijing and our subsidiary, Tianjin Information, may be determined by a
government agency in the PRC to be a mechanism to circumvent the restrictions on foreign ownership of a PRC business
and therefore could be determined to be unenforceable because they are against public policy in the PRC. If the
agreements were determined to be void as against public policy, we would have no right to the economic benefits from
the operations of our PRC affiliate and we would have no other means of generating revenue.
If any of our affiliated entities becomes the subject of a bankruptcy or liquidation proceeding, we may lose the ability
to use and enjoy assets held by such entity, which could materially and adversely affect our business, financial
condition and results of operations.
We currently conduct our operations in China through contractual arrangements with our affiliated entities. As
part of these arrangements, substantially all of our assets that are important to the operation of our business are held by
our affiliated entities. If any of these entities goes bankrupt and all or part of their assets become subject to liens or rights
of third-party creditors, we may be unable to continue some or all of our business activities, which could materially and
adversely affect our business, financial condition and results of operations. If any of our affiliated entities undergoes a
voluntary or involuntary liquidation proceeding, its equity owner or unrelated third-party creditors may claim rights
relating to some or all of these assets, which would hinder our ability to operate our business and could materially and
adversely affect our business, our ability to generate revenue and the market price of our common stock.
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Risks Associated With Doing Business in China
Changes in the policies of the PRC government could have a significant impact upon the business we may be able to
conduct in the PRC and the profitability of our business.
The PRC’s economy is in a transition from a planned economy to a market oriented economy subject to five-
year and annual plans adopted by the government that set national economic development goals. Policies of the PRC
government can have significant effects on the economic conditions within the PRC. The PRC government has confirmed
that economic development will follow the model of a market economy. Under this direction, we believe that the PRC
will continue to strengthen its economic and trading relationships with foreign countries and business development in the
PRC will follow market forces. While we believe that this trend will continue, there can be no assurance that this will be
the case. A change in policies by the PRC government could adversely affect our interests by, among other factors:
changes in laws, regulations or the interpretation thereof, confiscatory taxation, restrictions on currency conversion,
imports or sources of supplies, or the expropriation or nationalization of private enterprises. Although the PRC
government has been pursuing economic reform policies for more than two decades, there is no assurance that the
government will continue to pursue such policies or that such policies may not be significantly altered, especially in the
event of a change in leadership, social or political disruption, or other circumstances affecting the PRC’s political,
economic and social environment.
A slowdown or other adverse developments in the PRC economy may harm our customers and the demand for our
services and our products.
All of our operations are conducted in the PRC. Although the PRC economy has grown significantly in recent
years, there is no assurance that this growth will continue. A slowdown in overall economic growth, an economic
downturn, a recession or other adverse economic developments in the PRC could significantly reduce the demand for our
product and services.
If relations between the United States and China worsen, investors may be unwilling to hold or buy our stock and our
stock price may decrease.
At various times during recent years, the United States and China have had significant disagreements over
political and economic issues. Controversies may arise in the future between these two countries that may affect our
economic outlook both in the United States and in China. Any political or trade controversies between the United States
and China, whether or not directly related to our business, could reduce the price of our common stock.
Future inflation in China may inhibit the profitability of our business in China.
In recent years, the Chinese economy has experienced periods of rapid expansion and high rates of
inflation. Rapid economic growth can lead to growth in the money supply and rising inflation. If prices for our services
and products rise at a rate that is insufficient to compensate for the rise in the costs of supplies, it may have an adverse
effect on profitability. These factors have led to the adoption by Chinese government, from time to time, of various
corrective measures designed to restrict the availability of credit or regulate growth and contain inflation. High inflation
may in the future cause the Chinese government to impose controls on credit and/or prices, or to take other action, which
could inhibit economic activity in China, and thereby harm the market for our services and products.
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The fluctuation of the Renminbi may have a material adverse effect on your investment.
The change in value of the Renminbi against the U.S. dollar and other currencies is affected by, various factors,
such as changes in China’s political and economic conditions. On July 21, 2005, the PRC government changed its
decade-old policy of pegging the value of the Renminbi to the U.S. dollar. Under such policy, the Renminbi was
permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. Later on, the
People’s Bank of China has decided to further implement the reform of the RMB exchange regime and to enhance the
flexibility of RMB exchange rates. Such changes in policy have resulted in a significant appreciation of the Renminbi
against the U.S. dollar since 2005. There remains significant international pressure on the PRC government to adopt a
more flexible currency policy, which could result in a further and more significant adjustment of the Renminbi against the
U.S. dollar.
Any significant appreciation or revaluation of the Renminbi may have a material adverse effect on the value of,
and any dividends payable on, shares of our common stock in foreign currency terms. More specifically, if we decide to
convert our Renminbi into U.S. dollars, appreciation of the U.S. dollar against the Renminbi would have a negative effect
on the U.S. dollar amount available to us. To the extent that we need to convert U.S. dollars we receive from our initial
public offering into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an
adverse effect on the Renminbi amount we would receive from the conversion. In addition, appreciation or depreciation
in the exchange rate of the Renminbi to the U.S. dollar could materially and adversely affect the price of shares of our
common stock in U.S. dollars without giving effect to any underlying change in our business or results of operations.
Restrictions on currency exchange may limit our ability to receive and use our revenue effectively.
Substantially all of our revenue is denominated in Renminbi. As a result, restrictions on currency exchange may
limit our ability to use revenue generated in Renminbi to fund any business activities we may have outside China in the
future or to make dividend payments to our shareholders in U.S. dollars. Under current PRC laws and regulations,
Renminbi is freely convertible for current account items, such as trade and service-related foreign exchange transactions
and dividend distributions. However, Renminbi is not freely convertible for direct investment or loans or investments in
securities outside China, unless such use is approved by SAFE. For example, foreign exchange transactions under our
subsidiary’s capital account, including principal payments in respect of foreign currency-denominated obligations, remain
subject to significant foreign exchange controls and the approval requirement of SAFE. These limitations could affect our
ability to obtain foreign exchange for capital expenditures.
Our subsidiaries and affiliated entities in China are subject to restrictions on making dividends and other payments to
us.
We are a holding company and rely principally on dividends paid by our subsidiary in China for our cash needs,
including paying dividends and other cash distributions to our shareholders to the extent we choose to do so, servicing
any debt we may incur and paying our operating expenses. Shuhai Skill (HK)’s income in turn depends on the service
fees paid by our affiliated entities. Current PRC regulations permit our subsidiary in China to pay dividends to us only out
of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. Under the
applicable requirements of PRC law, Shuhai Skill (HK) may only distribute dividends after it has made allowances to
fund certain statutory reserves. These reserves are not distributable as cash dividends. In addition, at the end of each fiscal
year, our school as a private school in China is required to allocate a certain amount to its development fund for the
construction or maintenance of the school properties or purchase or upgrade of school facilities. In addition, if our
subsidiaries or our affiliated entities in China incur debt on their own behalf in the future, the instruments governing the
debt may restrict their ability to pay dividends or make other payments to us. Any such restrictions may materially affect
such entities’ ability to make dividends or make payments, in service fees or otherwise, to us, which may materially and
adversely affect our business, financial condition and results of operations.
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We must comply with the Foreign Corrupt Practices Act.
Foreign companies,
We are required to comply with the United States Foreign Corrupt Practices Act, which prohibits U.S.
companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or
retaining business.
these
prohibitions. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in
mainland China. If our competitors engage in these practices, they may receive preferential treatment from personnel of
other companies or government agencies, giving our competitors an advantage in securing business or from government
officials who might give them priority in obtaining new licenses, which would put us at a disadvantage. Although we
inform our personnel that such practices are illegal, we cannot assure you that our employees or other agents will not
engage in such conduct for which we might be held responsible. If our employees or other agents are found to have
engaged in such practices, we could suffer severe penalties.
including some of our competitors, are not subject
to
Uncertainties with respect to the PRC legal system could have a material adverse effect on us.
The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior
court decisions in a civil law system may be cited as reference but have limited precedential value. Since 1979, newly
introduced PRC laws and regulations have significantly enhanced the protections of interest relating to foreign
investments in China. However, since these laws and regulations are relatively new and the PRC legal system continues
to evolve rapidly, the interpretations of such laws and regulations may not always be consistent, and enforcement of these
laws and regulations involves significant uncertainties, any of which could limit the available legal protections.
In addition, the PRC administrative and judicial authorities have significant discretion in interpreting,
implementing or enforcing statutory rules and contractual terms, and it may be more difficult to predict the outcome of
administrative and judicial proceedings and the level of legal protection we may enjoy in the PRC than under some more
developed legal systems. These uncertainties may affect our decisions on the policies and actions to be taken to comply
with PRC laws and regulations, and may affect our ability to enforce our contractual or tort rights. In addition, the
regulatory uncertainties may be exploited through unmerited legal actions or threats in an attempt to extract payments or
benefits from us. Such uncertainties may therefore increase our operating expenses and costs, and materially and
adversely affect our business and results of operations.
The PRC’s legal and judicial system may not adequately protect our business and operations and the rights of foreign
investors.
The PRC legal and judicial system may negatively impact foreign investors. In 1982, the National People’s
Congress amended the Constitution of China to authorize foreign investment and guarantee the “lawful rights and
interests” of foreign investors in the PRC. However, the PRC’s system of laws is not yet comprehensive. The legal and
judicial systems in the PRC are still rudimentary, and enforcement of existing laws is inconsistent. As a result, it may be
impossible to obtain swift and equitable enforcement of laws that do exist, or to obtain enforcement of the judgment of
one court by a court of another jurisdiction. The PRC’s legal system is based on the civil law regime, that is, it is based on
written statutes. A decision by one judge does not set a legal precedent that is required to be followed by judges in other
cases. In addition, the interpretation of Chinese laws may be varied to reflect domestic political changes.
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The promulgation of new laws, changes to existing laws and the pre-emption of local regulations by national
laws may adversely affect foreign investors. There can be no assurance that a change in leadership, social or political
disruption, or unforeseen circumstances affecting the PRC’s political, economic or social life, will not affect the PRC
government’s ability to continue to support and pursue these reforms. Such a shift could have a material adverse effect on
our business and prospects.
Because our principal assets are located outside of the United States and all of our directors and officers reside outside
the United States, it may be difficult for you to enforce your rights based on U.S. federal securities laws against us and
our officers and directors in the U.S. or to enforce a U.S. court judgment against us or them in the PRC.
Our directors and officers reside outside the United States. In addition, our operating subsidiaries are located in
the PRC and substantially all of their assets are located outside of the United States. It may therefore be difficult for
investors in the United States to enforce their legal rights against us based on the civil liability provisions of the U.S.
federal securities laws against us in the courts of either the U.S. or the PRC and, even if civil judgments are obtained in
U.S. courts, it may be difficult to enforce such judgments in PRC courts. Further, it is unclear if extradition treaties now
in effect between the United States and the PRC would permit effective enforcement of criminal penalties against us or
our officers and directors under the U.S. federal securities laws or otherwise.
We may be required to obtain prior approval of the China Securities Regulatory Commission, or CSRC, of the listing
and trading of our common stock.
On August 8, 2006, six PRC regulatory authorities, including the MOFCOM, the State Assets Supervision and
Administration Commission, the State Administration of Taxation, State Administration for Industry and Commerce of
PRC, or SAIC, CSRC and SAFE, jointly issued the Regulations on Mergers and Acquisitions of Domestic Enterprises by
Foreign Investors, or the M&A Rules. This regulation, among other things, requires that the listing and trading on an
overseas stock exchange of securities in an offshore special purpose vehicle formed for purposes of holding direct or
indirect equity interests in PRC companies and controlled directly or indirectly by PRC companies or individuals be
approved by the CSRC. On September 21, 2006, the CSRC published on its official website the procedures for such
approval process. In particular, certain documents are required to be filed with the CSRC as part of the approval
procedures and it could take several months to complete the approval process.
While the implementation and interpretation of the M&A Rules remains unclear, we believe, based on the advice
of our PRC counsel, that approval by the CSRC is not required because we are not a special purpose vehicle formed or
controlled by PRC companies or PRC individuals as defined under the M&A Rules. However, we cannot assure you that
the relevant PRC regulatory authorities, including the CSRC, would reach the same conclusion as our PRC counsel. If the
CSRC or other PRC regulatory authority subsequently determines that we need to obtain the CSRC’s approval for this
resale registration, we may face sanctions by the CSRC or other PRC regulatory authorities. In such event, these
regulatory authorities may, among other things, impose fines and penalties on or otherwise restrict our operations in the
PRC or delay or restrict any remittance of the proceeds from this resale registration into the PRC. Any such or other
actions taken could have a material adverse effect on our business, financial condition, results of operations, reputation
and prospects, and the trading price of our common stock.
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Certain PRC regulations, including the M&A Rules and national security regulations, may require a complicated
review and approval process which could make it more difficult for us to pursue growth through acquisitions in
China.
The M&A Rules established additional procedures and requirements that could make merger and acquisition
activities in China by foreign investors more time-consuming and complex. For example, the MOFCOM must be notified
in the event a foreign investor takes control of a PRC domestic enterprise. In addition, certain acquisitions of domestic
companies by offshore companies that are related to or affiliated with the same entities or individuals of the domestic
companies, are subject to approval by the MOFCOM. In addition, the Implementing Rules Concerning Security Review
on Mergers and Acquisitions by Foreign Investors of Domestic Enterprises, issued by the MOFCOM in August 2011,
require that mergers and acquisitions by foreign investors in “any industry with national security concerns” be subject to
national security review by the MOFCOM. In addition, any activities attempting to circumvent such review process,
including structuring the transaction through a proxy or contractual control arrangement, are strictly prohibited.
There is significant uncertainty regarding the interpretation and implementation of these regulations relating to
merger and acquisition activities in China. In addition, complying with these requirements could be time-consuming, and
the required notification, review or approval process may materially delay or affect our ability to complete merger and
acquisition transactions in China. As a result, our ability to seek growth through acquisitions may be materially and
adversely affected.
In addition, if the MOFCOM determines that we should have obtained its approval for our entry into contractual
arrangements with our affiliated entities, we may be required to file for remedial approvals. There is no assurance that we
would be able to obtain such approval from the MOFCOM. We may also be subject to administrative fines or penalties by
the MOFCOM that may require us to limit our business operations in the PRC, delay or restrict the conversion and
remittance of our funds in foreign currencies into the PRC or take other actions that could have material and adverse
effect on our business, financial condition and results of operations.
PRC regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us
from make loans or additional capital contributions to our PRC subsidiary and affiliated entities, which could harm
our liquidity and our ability to fund and expand our business.
As an offshore holding company of our PRC subsidiary, we may (i) make loans to our PRC subsidiary and
affiliated entities, (ii) make additional capital contributions to our PRC subsidiary, (iii) establish new PRC subsidiaries
and make capital contributions to these new PRC subsidiaries, and (iv) acquire offshore entities with business operations
in China in an offshore transaction. However, most of these uses are subject to PRC regulations and approvals. For
example:
·
·
·
loans by us to our wholly-owned subsidiary in China, which is a foreign-invested enterprise, cannot exceed
statutory limits and must be registered with the State Administration of Foreign Exchange of the PRC, or SAFE,
or its local counterparts;
loans by us to our affiliated entities, which are domestic PRC entities, over a certain threshold must be approved
by the relevant government authorities and must also be registered with SAFE or its local counterparts; and
capital contributions to our wholly-owned subsidiary must be approved by the MOFCOM or its local
counterparts.
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On August 29, 2008, State Administration of Foreign Exchange (SAFE) promulgated Circular 142, a notice
regulating the conversion by a foreign-invested company of its capital contribution in foreign currency into Renminbi.
The notice requires that the capital of a foreign-invested company settled in Renminbi converted from foreign currencies
shall be used only for purposes within the business scope as approved by the applicable governmental authorities. Such
loan may not be used for equity investments within the PRC unless such activity is set forth in the business scope or is
otherwise permissible under PRC laws or regulations. In addition, SAFE strengthened its oversight of the flow and use of
such capital of a foreign-invested company settled in Renminbi converted from foreign currencies. The use of such
Renminbi capital may not be changed without SAFE’s approval, and may not in any case be used to repay Renminbi
loans if the proceeds of such loans have not otherwise been used. Violations of Circular 142 will result in severe penalties
including heavy fines. As a result, Circular 142 may significantly limit our ability to transfer funds to our operations in
China through our PRC subsidiary, which may adversely affect our ability to expand our business.
SAFE also promulgated Circular 59 on November 9, 2010, which, among other things, requires the authenticity
of settlement of net proceeds from offshore offerings to be closely examined and the net proceeds to be settled in the
manner described in the offering documents, or otherwise approved by the board of directors. Accordingly, as we apply
with SAFE to convert foreign currencies into Renminbi funds for use of such funds in the PRC, they need to be used in
accordance with the section entitled “Use of Proceeds,” or when the proposed use of the proceeds is inconsistent with
what is set forth in the section entitled “Use of Proceeds,” we need to submit a board resolution in relation to such
proposed use of proceeds to SAFE and the settlement of foreign exchange for such use of proceeds must comply with
PRC regulations in relation to foreign exchange.
In addition, SAFE issued an internal guideline to its local counterparts, referred to as Circular 45, in November
2011. Based on the version of Circular 45 made publicly available by certain local governmental authorities on their
websites, we understand that Circular 45 requires SAFE’s local counterparts to strengthen the control imposed by
Circulars 142 and 59 over the conversion of a foreign-invested company’s capital contributed in foreign currency into
RMB. Circular 45 stipulates that a foreign-invested company’s RMB funds, if converted from such company’s capital
contributed in foreign currency, may not be used by such company to (i) extend loans (in the form of entrusted loans),
(ii) repay borrowings between enterprises, or (iii) repay bank loans it has obtained.
We cannot assure you that we will be able to obtain these government registrations or approvals on a timely
basis, if at all, with respect to future loans or capital contributions by us to our entities in China. If we fail to receive such
registrations or approvals, our ability to use capital raised and to capitalize our PRC operations may be negatively
affected, which could adversely affect our liquidity and our ability to fund and expand our business.
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A failure by the beneficial owners of our shares who are PRC residents to comply with certain PRC foreign exchange
regulations could restrict our ability to distribute profits, restrict our overseas and cross-border investment activities
and subject us to liability under PRC law.
SAFE has promulgated regulations, including the Notice on Relevant Issues Relating to Domestic Residents’
Investment and Financing and Round-Trip Investment through Special Purpose Vehicles, or SAFE Circular No. 37,
effective on July 4, 2014, and its appendices, that require PRC residents, including PRC institutions and individuals, to
register with local branches of SAFE in connection with their direct establishment or indirect control of an offshore entity,
for the purpose of overseas investment and financing, with such PRC residents’ legally owned assets or equity interests in
domestic enterprises or offshore assets or interests, referred to in SAFE Circular No. 37 as a “special purpose vehicle.”
SAFE Circular No. 37 further requires amendment to the registration in the event of any significant changes with respect
to the special purpose vehicle, such as increase or decrease of capital contributed by PRC individuals, share transfer or
exchange, merger, division or other material event. In the event that a PRC shareholder holding interests in a special
purpose vehicle fails to fulfill the required SAFE registration, the PRC subsidiaries of that special purpose vehicle may be
prohibited from making profit distributions to the offshore parent and from carrying out subsequent cross-border foreign
exchange activities, and the special purpose vehicle may be restricted in its ability to contribute additional capital into its
PRC subsidiary. Further, failure to comply with the various SAFE registration requirements described above could result
in liability under PRC law for foreign exchange evasion.
These regulations apply to our direct and indirect shareholders who are PRC residents and may apply to any
offshore acquisitions or share transfers that we make in the future if our shares are issued to PRC residents. However, in
practice, different local SAFE branches may have different views and procedures on the application and implementation
of SAFE regulations, and since SAFE Circular No. 37 was issued a year ago, there remains uncertainty with respect to its
implementation. We have requested PRC residents who we know currently hold direct or indirect interests in our
company to make the necessary applications, filings and amendments as required under SAFE Circular No. 37 and other
related rules. However, we cannot assure you that these individuals or any other direct or indirect shareholders or
beneficial owners of our company who are PRC residents will be able to successfully complete the registration or update
the registration of their direct and indirect equity interest as required in the future. If they fail to make or update the
registration, our PRC subsidiary could be subject to fines and legal penalties, and SAFE could restrict our cross-border
investment activities and our foreign exchange activities, including restricting our PRC subsidiary’s ability to distribute
dividends to, or obtain loans denominated in foreign currencies from, our company, or prevent us from paying dividends.
As a result, our business operations and our ability to make distributions to you could be materially and adversely
affected.
You may face difficulties in protecting your interests and exercising your rights as a stockholder of ours since we
conduct substantially all of our operations in China and all of our officers and directors reside in China.
We conduct substantially all of our operations in China through Shuhai Beijing, our consolidated VIE in China.
All of our current officers and directors reside outside the United States and substantially all of the assets of those persons
are located outside of the United States. Because of this factor, it may be difficult for you to conduct due diligence on the
Company, our executive officers or directors and attend stockholders meetings if the meetings are held in China. As a
result, our public stockholders may have more difficulty in protecting their interests through actions against our
management, directors or major stockholders than would stockholders of a corporation doing business entirely or
predominantly within the United States.
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You may experience difficulties in protecting your rights through the United States courts.
Currently, substantially all of our operations are conducted in China and substantially all of our assets are located
in China. All of our officers are nationals or residents of the PRC and a substantial portion of their assets are located
outside the United States. As a result, it may be difficult for a stockholder to effect service of process within the United
States upon these persons, or to enforce judgments against us which are obtained in United States courts, including
judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the
United States.
In addition, it may be difficult or impossible for you to effect service of process within the United States upon us
our directors and officers in the event that you believe that your rights have been violated under United States securities
laws or otherwise. Even if you are successful in effecting service of process and bringing an action of this kind, the laws
of China may render you unable to enforce a judgment against our assets or the assets of our directors and officers. There
is no statutory recognition in the PRC of judgments obtained in the United States.
Labor contract laws in China may adversely affect our results of operations.
On June 29, 2007, the PRC government promulgated the Labor Contract Law of the PRC, or the Labor Contract
Law, which became effective on January 1, 2008. The Labor Contract Law imposes greater liabilities on employers and
significantly affects the cost of an employer’s decision to reduce its workforce. Further, it requires certain terminations be
based on the mandatory requirement age. In the event we decide to significantly change or decrease our workforce, the
Labor Contract Law could adversely affect our ability to enact such changes in a manner that is most advantageous to our
business or in a timely and cost-effective manner, thus materially and adversely affecting our financial condition and
results of operations.
Increases in labor costs in the PRC may adversely affect our business and our profitability.
The economy of China has been experiencing significant growth, leading to inflation and increased labor costs.
China’s overall economy and the average wage in the PRC are expected to continue to grow. Future increases in China’s
inflation and material increases in the cost of labor may materially and adversely affect our profitability and results of
operations unless we are able pass on these costs to our students by increasing tuition.
Our independent registered public accounting firm’s audit documentation related to their audit reports included in this
report include audit documentation located in China. PCAOB currently cannot inspect audit documentation located in
China and, as such, you may be deprived of the benefits of such inspection.
Our independent registered public accounting firm issued an audit opinion on the financial statements included
in this report filed with the SEC. As auditors of companies that are traded publicly in the United States and a firm
registered with the PCAOB, our auditor is required by the laws of the United States to undergo regular inspections by the
PCAOB. However, work papers located in China are not currently inspected by the PCAOB because the PCAOB is
currently unable to conduct inspections without the approval of the Chinese authorities.
Inspections of certain other firms that the PCAOB has conducted outside of China have identified deficiencies in
those firms’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to
improve future audit quality. However, the PCAOB is currently unable to inspect an auditor’s audit work related to a
company’s operations in China and where such documentation of the audit work is located in China. As a result, our
investors may be deprived of the benefits of PCAOB’s oversight of our auditors through such inspections.
The inability of the PCAOB to conduct inspections of our auditors’ work papers in China makes it more difficult
to evaluate the effectiveness of our auditor’s audit procedures or quality control procedures as compared to auditors
outside of China that are subject to PCAOB inspections. Investors may consequently lose confidence in our reported
financial information and procedures and the quality of our financial statements.
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Risks Relating to Our Common Stock
Our majority stockholders will control our company for the foreseeable future, including the outcome of matters
requiring shareholder approval.
Our officers and directors collectively have over 80% beneficial ownership of our Company. This is particularly
the case as our two directors are members of the same family. As a result, such individuals will have the ability, acting
together, to control the election of our directors and the outcome of corporate actions requiring shareholder approval, such
as: (i) a merger or a sale of our Company, (ii) a sale of all or substantially all of our assets, and (iii) amendments to our
articles of incorporation and bylaws. This concentration of voting power and control could have a significant effect in
delaying, deferring or preventing an action that might otherwise be beneficial to our other shareholders and be
disadvantageous to our shareholders with interests different from those individuals. Certain of these individuals also have
significant control over our business, policies and affairs as officers or directors of our company. Therefore, you should
not invest in reliance on your ability to have any control over our company.
An active and visible trading market for our common stock may not develop.
We cannot predict whether an active market for our common stock will develop in the future. In the absence of
an active trading market:
·
Investors may have difficulty buying and selling or obtaining market quotations;
· Market visibility for our common stock may be limited; and
· A lack of visibility for our common stock may have a depressive effect on the market price for our common
stock.
The trading price of the common stock is subject to significant fluctuations in response to variations in quarterly
operating results, changes in analysts’ earnings estimates, announcements of innovations by us or our competitors,
general conditions in the industry in which we operate and other factors. These fluctuations, as well as general economic
and market conditions, may have a material or adverse effect on the market price of our common stock.
The market price for our common stock may be volatile.
The market price for our common stock may be volatile and subject to wide fluctuations due to factors such as:
·
·
·
·
·
·
·
·
·
·
·
the perception of U.S. investors and regulators of U.S. listed Chinese companies;
actual or anticipated fluctuations in our quarterly operating results;
changes in financial estimates by securities research analysts;
negative publicity, studies or reports;
conditions in Chinese and global cybersecurity product markets;
our capability to match and compete with technology innovations in the industry;
changes in the economic performance or market valuations of other companies in the same industry;
announcements by us or our competitors of acquisitions, strategic partnerships, joint ventures or capital
commitments;
addition or departure of key personnel;
fluctuations of exchange rates between RMB and the U.S. dollar; and
general economic or political conditions in or impacting China.
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In addition, the securities market has from time to time experienced significant price and volume fluctuations
that are not related to the operating performance of particular companies. These market fluctuations may also materially
and adversely affect the market price of our common stock.
Our common stock is thinly traded and you may be unable to sell at or near ask prices or at all if you need to sell your
shares to raise money or otherwise desire to liquidate your shares.
Our common stock is “thinly-traded,” meaning that the number of persons interested in purchasing our common
stock at or near bid prices at any given time may be relatively small or non-existent. This situation may be attributable to
a number of factors, including the fact that we are relatively unknown to stock analysts, stock brokers, institutional
investors and others in the investment community that generate or influence sales volume, and that even if we came to the
attention of such persons, they tend to be risk-averse and might be reluctant to follow an unproven company such as ours
or purchase or recommend the purchase of our shares until such time as we became more seasoned. As a consequence,
there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared
to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales
without an adverse effect on share price. Broad or active public trading market for our common stock may not develop or
be sustained.
Our common stock may be considered a “penny stock,” and thereby be subject to additional sale and trading
regulations that may make it more difficult to sell.
Our common stock may be considered to be a “penny stock” if it does not qualify for one of the exemptions
from the definition of “penny stock” under Section 3a51-1 of the Exchange Act, as amended. Our common stock may be
a “penny stock” if it meets one or more of the following conditions: (i) the stock trades at a price less than $5.00 per
share; (ii) it is NOT traded on a “recognized” national exchange; (iii) it is not quoted on the Nasdaq Capital Market, or
even if so, has a price less than $5.00 per share; or (iv) is issued by a company that has been in business less than three
years with net tangible assets less than $5 million. The principal result or effect of being designated a “penny stock” is
that securities broker-dealers participating in sales of our common stock will be subject to the “penny stock” regulations
set forth in Rules 15-2 through 15g-9 promulgated under the Exchange Act. For example, Rule 15g-2 requires broker-
dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to
obtain a manually signed and dated written receipt of the document at least two business days before effecting any
transaction in a penny stock for the investor’s account. Moreover, Rule 15g-9 requires broker-dealers in penny stocks to
approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This
procedure requires the broker-dealer to: (i) obtain from the investor information concerning his or her financial situation,
investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions
in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be
reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement
setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and
dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial situation,
investment experience and investment objectives. Compliance with these requirements may make it more difficult and
time consuming for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in
the market or otherwise.
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FINRA sales practice requirements may also limit your ability to buy and sell shares of our common stock, which
could depress the price of shares of our common stock.
FINRA rules 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
customer’s 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 shares of our common stock, have an adverse effect
on the market for shares of our common stock, and thereby depress price of our common stock.
You may face significant restrictions on the resale of your shares of our common stock due to state “blue sky” laws.
Each state has its own securities laws, often called “blue sky” laws, which (1) limit sales of securities to a state’s
residents unless the securities are registered in that state or qualify for an exemption from registration, and (2) govern the
reporting requirements for broker-dealers doing business directly or indirectly in the state. Before a security is sold in a
state, there must be a registration in place to cover the transaction, or it must be exempt from registration. The applicable
broker-dealer must also be registered in that state.
We do not know whether our securities will be registered or exempt from registration under the laws of any
state. A determination regarding registration will be made by those broker-dealers, if any, who agree to serve as market
makers for our common stock. We have not yet applied to have our securities registered in any state and will not do so
until we receive expressions of interest from investors resident in specific states after they have viewed this prospectus.
There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our
securities. You should therefore consider the resale market for our common stock to be limited, as you may be unable to
resell your shares without the significant expense of state registration or qualification.
Potential future sales under Rule 144 may depress the market price for our common stock.
In general, under Rule 144, a person who has satisfied a minimum holding period of between six months to one-
year, as well as meeting any other applicable requirements of Rule 144, may thereafter sell such shares publicly.
Therefore, the possible sale of unregistered shares may, in the future, have a depressive effect on the price of our common
stock in the over-the-counter market.
Volatility in our common stock price may subject us to securities litigation.
The market for our common stock may have, when compared to seasoned issuers, significant price volatility and
we expect that our share price may continue to be more volatile than that of a seasoned issuer for the indefinite future. In
the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility
in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could
result in substantial costs and liabilities and could divert management’s attention and resources.
We are not likely to pay cash dividends in the foreseeable future.
We currently intend to retain any future earnings for use in the operation and expansion of our business.
Accordingly, we do not expect to pay any cash dividends in the foreseeable future, but will review this policy as
circumstances dictate. Should we determine to pay dividends in the future, our ability to do so will depend upon the
receipt of dividends or other payments from Shuhai Beijing. Shuhai Beijing may, from time to time, be subject to
restrictions on its ability to make distributions to us, including restrictions on the conversion of RMB into U.S. dollars or
other hard currency and other regulatory restrictions.
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Item 1B.
Unresolved Staff Comments.
Not applicable.
Item 2.
Description of Property.
We currently do not own any real estate or land use rights. We lease office space of approximately 2,691 square
feet from Beijing Changning Electromechanical Science & Technology Co. Ltd. for our headquarters in Beijing under a
lease agreement. Our monthly rent is approximately $5,167. The lease agreement expires February 28, 2018. We also
lease a small office in Harbin for Harbin Information’s operation under a five-year lease that expires on July 20, 2020. We
pay an annual rent of approximately $3,112 for this space. We believe the rented space is sufficient for our current
operations.
Item 3.
Legal Proceedings.
Neither we nor our subsidiaries are a party to any material pending legal proceedings, and no such proceedings
are known to be contemplated. However, from time to time, we and our subsidiaries may become involved in various
lawsuits and legal proceedings, which arise in the ordinary course of business and an adverse result in these or other
matters may arise from time to time that may harm our business. No director, officer or affiliate of the Company, and no
owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such
director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in
reference to pending litigation.
Item 4.
Mine Safety Disclosures.
Not applicable.
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PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.
Market Information
Our common stock started trading on the OTCQB market under the symbol “DTSS” on April 20, 2016. The
following table sets forth the high and low bid prices for the periods indicated. The quotations reflect inter-dealer prices,
without retail mark-up, mark-down or commission, and may not represent actual transactions.
Quarter ended
HIGH
LOW
June 30, 2017
March 31, 2017
December 31, 2016
September 30, 2016
June 30, 2016
$
$
$
$
$
6.05
6.20
6.96
8.90
2.80
$
$
$
$
$
4.50
2.00
4.25
2.50
2.80
Holders
We had 411 holders of record of our common stock as of October 10, 2017.
Dividends
The Company does not anticipate paying dividends on its common stock at any time in the foreseeable future.
The Company’s Board currently plans to retain earnings for the development and expansion of the Company’s business.
Any future determination as to the payment of dividends will be at the discretion of the Board and will depend on a
number of factors including future earnings, capital requirements, financial conditions and such other factors as the Board
may deem relevant.
In addition, due to various restrictions under PRC laws on the distribution of dividends by WFOE, we may not
be able to pay dividends to our shareholders. The Wholly-Foreign Owned Enterprise Law (1986), as amended, and the
Wholly-Foreign Owned Enterprise Law Implementing Rules (1990), as amended, and the Company Law of the PRC
(2006), contain the principal regulations governing dividend distributions by wholly foreign owned enterprises. Under
these regulations, wholly foreign owned enterprises may pay dividends only out of their accumulated profits, if any,
determined in accordance with PRC accounting standards and regulations. Additionally, such companies are required to
set aside a certain amount of their accumulated profits each year, if any, to fund certain reserve funds until such time as
the accumulated reserve funds reach and remain above 50% of the registered capital amount. These reserves are not
distributable as cash dividends except in the event of liquidation and cannot be used for working capital purposes.
Furthermore, if our subsidiaries and affiliates in China incur debt on their own in the future, the instruments governing
the debt may restrict its ability to pay dividends or make other payments. If we or our subsidiaries and affiliates are
unable to receive all of the revenues from our operations through the current contractual arrangements, we may be unable
to pay dividends on our common stock.
Securities Authorized for Issuance under Equity Compensation Plans
The Company currently does not have any equity compensation plan.
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Item 6.
Selected Financial Data.
Not applicable.
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Overview and Recent Developments
The Company was incorporated in the State of Nevada on September 26, 2014 under the name Rose Rock Inc.
and changed its name to the current name on May 27, 2015 by amending its articles of incorporation.
On October 29, 2015, the Company entered into Exchange Agreement with the members of Shuhai Skill (HK).
Pursuant to the terms of the Exchange Agreement, the members, who together owned 100% of the ordinary shares of
Shuhai Skill (HK), transferred all of membership interests of Shuhai Skill (HK) to the Company in exchange for the
issuance of an aggregate of 20,000,000 shares of the our common stock, thereby causing Shuhai Skill (HK) and its
consolidated subsidiaries, Tianjin Information, to become wholly-owned subsidiary of the Company, and Shuhai Beijing
to become the VIE of the Company through a series of contractual relationships between Shuhai Beijing and Tianjin
Information. The transaction was accounted for as a reverse merger, with Shuhai Skill (HK) and its consolidated
subsidiaries being the accounting acquirer. Accordingly, the historical financial statements presented are those of Shuhai
Skill (HK) and its consolidated subsidiaries.
On October 27, 2015, the Company’s founder, Xingzhong Sun, sold all his 5,000,000 shares of common stock of
the Company to Zhixin Liu. Following the transaction, Zhixin Liu and her father, Fu Liu, beneficially owned
approximately 85.45% of the outstanding shares of our common stock. As of October 29, 2015, there were 55,000,000
(post-split) shares of common stock issued and outstanding, 45,000,000 of which were owned by Zhixin Liu and Fu Liu.
On November 12, 2015, the Company effected a five-for-one forward split (the “Forward Split”) of the common
stock, pursuant to which each shareholder of the Company was issued five shares of common stock in exchange for each
share of their then-issued common stock. In conjunction with the Forward Split, the Company’s authorized shares of
common stock increased from 75,000,000 shares to 375,000,000 shares. Immediately following the Forward Split, the
Company had a total of 55,000,000 issued and outstanding shares of common stock. All shares and per share amounts in
this annual report on Form 10-K have been retroactively adjusted to give effect to this stock split.
Following the reverse merger, the Company, through its consolidated subsidiaries, is in the business of providing
Internet security products, new media advertising, micro-marketing, and data analysis services in the PRC.
The Company started to sell its products during the calendar year 2016. In January 2016, the Company secured a
government procurement contract with the Bureau of Public Security of Daqing City in Heilongjiang Province, China.
Pursuant to the contract, the Company will install wireless internet terminal collection equipment and 3G wireless
network cards, as well as provide training services related to the use of the equipment for a total contract price of
RMB1,050,000 (approximately US$154,000). The project was accepted by the customer in the quarter ended December
31, 2016 and the Company recognized revenue of $131,757. The difference of $22,399 is the value added tax of 17%.
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The Company believes that the increased demand for security equipment and related services in China, presents
a great opportunity for the Company to establish and grow its business in the next twelve months.
During the year ended June 30, 2017, the Company focused on the development of its “Safe Campus” program
that uses its Xin Platform to provide teachers, students and families with comprehensive campus information, student
safety management and integrated education information. During fiscal year 2017, the Company has signed agreements
with 30 schools in ten provinces covering approximately 3,000 students, to use our “Safe Campus” program. We have
begun to implement our system as well as to further introduce this program to more schools. With the increase in user
base, we hope to generate revenue from sales of advertisements in our program.
Results of Operations
Year Ended June 30, 2017 and 2016
Revenue:
The Company recognized $140,774 of revenue during year ended June 30, 2017, of which $131,757 was from
the government procurement contract with the Bureau of Public Security of Daqing City in Heilongjiang Province, China
and $9,017 was from the service rendered to the Daqing project. As of the date of report, the Company has not executed
any procurement contracts. The Company has suspended its marketing efforts on the cybersecurity program in order to
focus its resources on the “Safe Campus” and “Smart Elevator” programs. As such, until the Company decides to resume
its marketing efforts for the cyber security program, it is unlikely for the Company to secure additional government
procurement contract or generate additional revenues under this program.
Cost of Goods and Gross Loss
The Company recorded $85,397 and $0 of cost of goods sold and had gross profit of $55,377 and $0 for the year
ended June 30, 2017 and 2016, respectively.
Selling, General and Administrative Expenses:
Selling expenses were $151,600 and $24,911 for the years ended June 30, 2017 and 2016, respectively. The
increase was primarily due to increase in advertising and salaries since the Company hired additional employees to
complete work under the procurement agreement with Bureau of Public Security of Daqing City.
For the year ended June 30, 2017, we had general and administrative expenses of $1,157,367, as compared to
$1,097,396 for the year ended June 30, 2016, an increase of approximately $59,971 or 5.2%. The increase was primarily
due to increase in professional fees related to the Company’s proposed uplisting to a national exchange and other expense
related to seminars held by the Company to obtain additional financial resources to develop its business.
Liquidity and Capital Resources
We have funded our operations to date primarily through the sale of equity securities, shareholder loans and
capital contributions. Based on our current cash level and management’s forecast of operating cash flows, management
has determined that the Company will require additional funds to finance our planned operations for the next twelve
months.
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Due to our negative cash flow from operating activities since inception, there is substantial doubt about the
Company’s ability to continue as a going concern. The Company’s management recognizes that the Company must
generate sales and obtain additional financial resources to continue to develop its operations. Based on increased demand
for internet services in China, including internet security and big data integration, the Company expects to generate
revenue during 2018, which will be used to fund its operations. In addition, the Company intends to raise additional funds
through debt and/or equity financing or through other means that it deems necessary. However, there can be no assurance
that financing will be available in amounts or terms acceptable to the Company, if at all.
As of June 30, 2017, we had a working capital of $485,565. Our current assets on June 30, 2017 were
$1,370,910, primarily consisting of cash of $1,174,950, inventory of $101,300 and prepaid expenses of $94,439. Our
current liabilities were primarily composed of accounts payable of $13,261, accrued expenses and other payables of
$66,975, advances for sale of common stock of $675,235 and loans payable to a shareholder of $129,874.
As of June 30, 2016, we had a working capital deficiency of $114,321. Our current assets on June 30, 2016 were
$336,054, primarily consisting of cash of $11,802, prepaid expenses of $94,757 and $229,495 of project in progress. Our
current liabilities were primarily composed of accounts payable of $197,970, accrued expenses and other payables of
$75,784 and loans payable to a shareholder of $176,621.
Cash Flow from Operating Activities
Net cash used in operating activities was $1,150,034 during the year ended June 30, 2017, which consisted of
our net loss of $1,193,216, offset by depreciation and amortization of $50,097, a change of accounts receivable of $221, a
change in project in progress of $213,321, a change in inventory of $90,122, a change of prepaid expenses and other
current assets of $1,479, a change of accrued expenses and other payables of $51,609, and a decrease of accounts payable
of $180,023.
Net cash used in operating activities was $1,136,983 during the year ended June 30, 2016, which consisted of
our net loss of $1,124,850, offset by a noncash depreciation and amortization of $29,825, a change in project in progress
of $237,361, a change in prepaid expenses and other current assets of $73,822, and an increase of accounts payable of
$204,755, accrued expenses and other payables of $64,470.
Cash Flow from Investing Activities
Net cash used in investing activities totaled $10,676 for the year ended June 30, 2017, which primarily related to
cash paid for the acquisition of intangible assets and office equipment.
Net cash used in investing activities totaled $87,290 for the year ended June 30, 2016, which primarily related to
cash received from the reverse merger of $12,618, cash paid for leasehold improvements of $40,947 and cash paid for the
acquisition of intangible assets and office equipment of $58,961.
Cash Flow from Financing Activities
Net cash provided by financing activities was $2,316,401 during the year ended June 30, 2017, which primarily
consisted of repayment of related party loans of $43,164, the proceeds from sales of the Company’s common stock of
$1,687,740 and advance for sale of common stock of $671,825.
Net cash provided by financing activities was $1,230,864 during the year ended June 30, 2016, which primarily
consisted of proceeds of related party loans of $126,636, capital contributions of $662,201 and the proceeds from sales of
the Company’s common stock of $442,027.
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Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect
on our financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital
expenditures or capital resources.
Inflation
We do not believe our business and operations have been materially affected by inflation.
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 8.
Financial Statements and Supplementary Data.
Our consolidated financial statements and notes thereto are set forth on pages F-1 through F-17 of this report.
Item 9.
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A.
Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15 of the Exchange Act, our principal executive officer and principal financial officer
evaluated our disclosure controls and procedures (as defined in Rules 13a-15 of the Exchange Act) as of the end of the
period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer
concluded that as of the end of the period covered by this report, these disclosure controls and procedures were not
effective to ensure that the information required to be disclosed by the company in the reports it files or submits under the
Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of
the SEC and to ensure that such information is accumulated and communicated to our company’s management, including
our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The
conclusion that our disclosure controls and procedures were not effective was due to the presence of the material
weaknesses in our internal control over financial reporting that were described in greater details below.
Inherent Limitations Over Internal Controls
The Company’s goal is to establish and maintain internal controls over financial reporting which are designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with U.S GAAP. The Company is working toward having internal controls over financial
reporting which include those policies and procedures that:
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i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the Company’s assets;
ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements
in accordance with U.S. GAAP, and that the Company’s receipts and expenditures are being made only in accordance
with authorizations of the Company’s management and directors; and
iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the Company’s assets that could have a material effect on the financial statements.
Management, including the Company’s principal executive officer and principal financial officer, does not
expect that the Company’s internal controls (even if properly established) will prevent or detect all errors and all fraud. A
control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent
limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues
and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods
are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management, including our principal executive officer and principal financial officer, has assessed the
effectiveness of our internal control over financial reporting as of June 30, 2017. In making this assessment, management
used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control-Integrated Framework. Because of the material weaknesses described in the following paragraphs,
management believes that, as of June 30, 2017, our internal control over financial reporting was not effective due to the
presence of the following material weaknesses in internal control over financial reporting which are indicative of many
small companies with a small staff: (i) inadequate segregation of duties and effective risk assessment; (ii) lack of
personnel adequately trained in U.S. GAAP; and (iii) insufficient written policies and procedures for accounting and
financial reporting with respect to the requirements and application of both U.S. GAAP and SEC guidelines. Management
anticipates that such disclosure controls and procedures will not be effective until the above material weaknesses are
remediated.
Management Plan to Remediate Material Weaknesses
We expect to implement the following measures in the fiscal year ending June 30, 2018 to remediate the material
weaknesses identified, subject to obtaining additional financing: (i) appoint additional qualified personnel to address
inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and
procedures for accounting and financial reporting.
The remediation efforts set out above are largely dependent upon our securing additional financing to cover the
costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be
adversely affected in a material manner.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute
assurance that all control issues, if any, within the Company have been detected. These inherent limitations include the
realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or
mistake.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended June 30, 2017
that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
Item 9B.
Other Information.
None.
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PART III
Item 10.
Directors, Executive Officers and Corporate Governance.
The following tables set forth the respective positions and ages of the directors and executive officer of the
Company as of the date of this report. Each director of the Company has been elected to hold office until the next annual
meeting of shareholders and thereafter until his successor is elected and has qualified.
Name
Ms. Zhixin Liu
Age
31
Position
Chairman of the Board, CEO, President, Interim-
Director or Officer Since
October 2015
Mr. Fu Liu
52
Director
October 2015
CFO, Secretary and Treasurer
Biographical Information
Ms. Zhixin Liu. Ms. Zhixin Liu currently serves as Chairman of the Board, Chief Executive Officer, Interim
Chief Financial Officer, Treasurer and Secretary of the Company. Prior to founding Shuhai Beijing in February of 2015,
from February 2012 to January 2015, Ms. Liu also worked as the General Manager of Harbin Jinfenglvyuan Bio-
Technology Co., Ltd. where she was responsible for implementing the company’s annual work plan, financial budget
report, profit distribution, utilization plan, conducting the daily management of the company, and signing agreements on
behalf of the company. From January 2011 to February 2012, Ms. Liu worked as a board director in Beijing Jinyajianguo
Refrigeration Plants Manufacturing Co., Ltd., a private company. From January 2010 to January 2011, Ms. Liu worked as
the Vice General Manager and Director of the Board at Beijing Time Garden Digital Technologies Co., Ltd where she
was responsible for the management of several departments and assisted the General Manager with internal and external
affairs. Ms. Liu has a bachelor’s degree in IT Management from Employee University directly under Heilongjiang
Provincial Governmental Departments. She is presently enrolled in the MBA program of China Agricultural University.
As the President and executive officer of the Company, Ms. Liu brings to the Board an intimate understanding of the
industry and the Company’s operations.
Mr. Fu Liu. Mr. Fu Liu currently serves as a director of the Company. Mr. Liu has served as the chairman of the
board of directors of Shuhai Beijing since February 2015. Prior to his service on the board of Shuhai Beijing, from
February 2012 to January 2015, Mr. Liu served as the Chairman of Board of Directors of Harbin Jinfenglvyuan Bio-
Technology Co. Ltd. From January 2011 to January 2015, he served as a director of Beijing Jinyajianguo Refrigeration
Equipment Co., Ltd. Prior to that, Mr. Liu was the director of Kedong County Rural Economic Management Office of
Heilongjiang Province from January 2005 to January 2012. Mr. Liu received a bachelor’s degree in accounting from
Heilongjiang Institute of Finance and Economics in June of 1987 and a bachelor’s degree in law from the CPC Party
School Heilongjiang Provincial Committee in 1989. Among other qualifications, Mr. Liu brings to the Board extensive
knowledge of the Company’s business, relevant executive officer experience as well as governmental and political
expertise.
Family Relationships
Mr. Liu, our director, is the father of Ms. Liu, our Chairman, Chief Executive Officer, interim Chief Financial
Officer, Treasurer and Corporate Secretary.
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The Board and Committees
Our Board does not maintain a separate audit, nominating or compensation committee. Functions customarily
performed by such committees are performed by our Board as a whole. Presently, the Company is not required to
maintain such committees under the rules applicable to companies that do not have securities listed or quoted on a
national securities exchange or national quotation system. We intend to create board committees, including an
independent audit committee, in the near future as we prepare to list on a national securities exchange. If we are
successful in listing our common stock on the NYSE or NASDAQ, we would be required to have, prior to listing, an
independent audit committee formed, in compliance with the requirements for such listing and in compliance with Rule
10A-3 of the Exchange Act.
Directors Independence
Our Board has determined that it does not presently have a member that is “independent” as the term is defined
under the Exchange Act.
Involvement in Certain Legal Proceedings
No director, person nominated to become a director, executive officer, promoter or control person of the
Company has, during the last ten years: (i) been convicted in or is currently subject to a pending criminal proceeding
(excluding traffic violations and other minor offenses); (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating activities subject to any Federal or state
securities or banking or commodities laws including, without limitation, in any way limiting involvement in any business
activity, or finding any violation with respect to such law; (iii) has any bankruptcy petition been filed by or against the
business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for
the two years prior thereto; (iv) been the subject of, or a party to, any Federal or State judicial or administrative order,
judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (a)
Any Federal or State securities or commodities law or regulation; or (b) any law or regulation respecting financial
institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of
disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or
prohibition order; or (c) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business
entity; nor (v) been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated,
of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any
registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent
exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a
member (covering stock, commodities or derivatives exchanges, or other SROs).
Code of Conduct and Ethics
We currently do not have a Code of Ethics and plan to adopt one as we develop our business.
Section 16 Compliance
As of the date of this report, we are not subject to Section 16(a) of the Exchange Act.
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Compensation Committee Interlocks and Insider Participation
The members of our Board have been serving as the Company’s officers or employees. Our executive officer
does not currently serve, or in the past year has never served, as a member of the compensation committee or director (or
other board committee performing equivalent functions or, in the absence of any such committee, the entire board of
directors) of any entity that has one or more executive officers serving on our Board.
Material Changes to the Procedures by which Security Holders May Recommend Nominees to the Board
There have been no material changes to the procedures by which our shareholders may recommend nominees to
the Board.
Item 11.
Executive Compensation.
The following table provides disclosure concerning all compensation paid for services to the Company in all
capacities for our fiscal years ended June 30, 2017 and 2016 for (i) each person serving as our principal executive officer
(“PEO”), (ii) each person serving as our principal financial officer (“PFO”) and (iii) our two most highly compensated
executive officers other than our PEO and PFO whose total compensation exceeded $100,000 (collectively with the PEO,
referred to as the “named executive officers” in this Executive Compensation section).
Summary Compensation Table
Name and
Principal Position
Ms. Zhixin Liu
Chairman, CEO, President, Interim-
CFO, Secretary and Treasurer
Option Grants in Last Fiscal Year
Fiscal Salary Bonus
Year
($)
($)
Stock
Awards
($)
Option
Awards
($)
Other
Compensation Total
($)
($)
2017 $18,861
—
—
2016 $18,861
—
—
—
—
—
$18,861
—
$18,861
There were no options granted to our executive officer in the fiscal year ended June 30, 2017.
Employment Agreements
The Company does not have any written employment agreement with its officer other than the agreement
described below.
Employment Contract – Zhixin Liu
On February 11, 2015, Shuhai Beijing entered into an employment agreement with Ms. Zhixin Liu for a term of
three years expiring on February 10, 2018, pursuant to which Ms. Zhixin Liu will serve as the Chief Executive Officer of
Shuhai Beijing for an annual salary of RMB 120,000 (approximately $18,670). Ms. Liu will be entitled to annual
discretional bonuses based on the company’s performances.
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Equity Compensation Plan Information
The Company currently does not have any equity compensation plans.
Director Compensation
We do not currently compensate our directors for their services as directors. Directors are reimbursed for their
reasonable out-of-pocket expenses incurred when attending board or committee meetings.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
The following table sets forth information regarding the beneficial ownership of our common stock as of
October 10, 2017 by our officers, directors and 5% or greater beneficial owners of common stock. There is no other
person or group of affiliated persons, known by us to beneficially own more than 5% of our common stock.
We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally
attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with
respect to those securities. The person is also deemed to be a beneficial owner of any security of which that person has a
right to acquire beneficial ownership within 60 days. Unless otherwise indicated, the person identified in this table has
sole voting and investment power with respect to all shares shown as beneficially owned by him, subject to applicable
community property laws.
Name and Address of Beneficial Owner (2)
5% Stockholder
Zhixin Liu
Fu Liu
Directors and Executive Officers:
Zhixin Liu
Fu Liu
All officers and directors as a group (two persons)
Number of
Common Stock
Beneficially
Owned
28,750,000
16,250,000
28,750,000
16,250,000
45,000,000
Percent of
Class
Beneficially
Owned
(1)
50.2%
28.4%
50.2%
28.4%
78.6%
* Represents less than 1%
(1) Applicable percentage of ownership is based on 57,511,771 shares of common stock outstanding as of October 10 ,
2017 together with securities exercisable or convertible into ordinary shares within sixty (60) days as of the date
hereof for each stockholder.
(2) Unless otherwise indicated, the address for the shareholders is 1 Xinghuo Rd. Changning Building, Suite 11D2E,
Fengtai District, Beijing, People’s Republic of China, 215200.
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Item 13.
Certain Relationships and Related Transactions, and Director Independence.
Our President, Zhixin Liu, paid certain operating expenses on behalf of the Company. As of June 30, 2017 and
June 30, 2016, the amounts due to the President were $129,874 and $176,621, respectively. These amounts are interest-
free, unsecured and due on demand. We have not received any demand for payments.
On January 1, 2016, we entered into a car rental agreement with our President. Pursuant to the agreement, we
rent a car from our President for a monthly rent of approximately $734. The agreement expired on December 31, 2016
but was extended by the parties to December 31, 2018. The rent paid under this agreement was $8,808 and $9,336 for the
years ended June 30, 2017 and 2016 respectively.
Item 14.
Principal Accountant Fees and Services.
The following table sets forth fees billed to us by our independent registered public accounting firms Anton &
Chia LLP and Wei, Wei & Co., LLP, during the fiscal year ended June 30, 2017 and 2016 for: (i) services rendered for the
audit of our annual financial statements and the review of our quarterly financial statements; (ii) services by our
independent registered public accounting firms that are reasonably related to the performance of the audit or review of
our financial statements and that are not reported as audit fees; (iii) services rendered in connection with tax compliance,
tax advice and tax planning; and (iv) all other fees for services rendered.
Audit Fees
Audit-Related Fees
Tax Fees
All Other Fees
TOTAL
Pre-Approval Policies and Procedures
2017
2016
18,000
—
—
—
18,000
$
$
23,450
—
—
—
23,450
$
$
Our Board reviewed and approved all audit and non-audit services provided by our independent registered
public accounting firms, and has determined that their provision of such services to us during fiscal 2017 and 2016 is
compatible with and did not impair their independence.
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PART IV
Item 15.
Exhibits, Financial Statement Schedules.
(1) Financial Statements
Financial Statements and Report of Independent Registered Public Accounting Firms are set forth on pages F-1
through F-16 of this report.
(2) Financial Statement Schedules
Schedules are omitted because the required information is not present or is not present in amounts sufficient to
require submission of the schedule or because the information required is given in the consolidated financial statements
or the notes thereto.
(3) Exhibits
Exhibit
2.1
3.1
3.2
3.3
3.4
10.1
10.2
10.3
10.4
10.5
Description
Share Exchange Agreement, dated October 29, 2015, by and among Datasea Inc., Shuhai Information Skill
(HK) Limited, Zhixin Liu and Fu Liu, incorporated herein by reference to Exhibit 10.1 of the Post-Effective
Amendment No. 1 to Form S-1 filed on February 10, 2016
Articles of Incorporation, incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S-1
filed on February 13, 2015.
First Amendment to Articles of Incorporation, dated May 27, 2015, incorporated herein by reference to
Exhibit 3.1(ii) of the Post-Effective Amendment No. 1 to Form S-1 filed on February 10, 2016
Certificate of Change, dated November 12, 2015, incorporated herein by reference to Exhibit 3.1 of Form 8-
K filed on November 19, 2015.
Amended and Restated Bylaws, adopted on August 20, 2015, incorporated herein by reference to Exhibit
3.2(ii) of the Post-Effective Amendment No. 1 to Form S-1 filed on February 10, 2016
Operation and Intellectual Property Service Agreement, dated October 20, 2015, by and among Tianjin
Information Sea Information Technology Co., Ltd. and Shuhai Information Technology Co. Ltd., Fu Liu and
Zhixin Liu, incorporated herein by reference to Exhibit 10.2 of the Post-Effective Amendment No. 1 to Form
S-1 filed on February 10, 2016
Shareholder’s Voting Rights Entrustment Agreement, dated October 27, 2015, by and among Tianjin
Information Sea Information Technology Co., Ltd. and Shuhai Information Technology Co. Ltd., Fu Liu and
Zhixin Liu, incorporated herein by reference to Exhibit 10.3 of the Post-Effective Amendment No. 1 to Form
S-1 filed on February 10, 2016
Option Agreement, dated October 27, 2015, by and between Tianjin Information Sea Information
Technology Co., Ltd. and Fu Liu and Zhixin Liu, incorporated herein by reference to Exhibit 10.4 of the
Post-Effective Amendment No. 1 to Form S-1 filed on February 10, 2016
Equity Pledge Agreement, dated October 27, 2015 by and between Tianjin Information Sea Information
Technology Co., Ltd. and Fu Liu and Zhixin Liu, incorporated herein by reference to Exhibit 10.5 of the
Post-Effective Amendment No. 1 to Form S-1 filed on February 10, 2016
Employment Agreement, dated February 11, 2015 by and between Shuhai Information Technology Co., Ltd.
and Ms. Zhixin Liu, incorporated herein by reference to Exhibit 10.6 of the Post-Effective Amendment No. 1
to Form S-1 filed on February 10, 2016
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10.6
10.7
21.1
31.1*
32.1**
101.INS
*
101.SCH
*
101.CAL
*
101.DEF
*
101.LAB
*
101.PRE
*
Wireless Internet Access In Public Places Security Management and Control Systems Feature Collection
Equipment Purchase Contract, dated January 8, 2016, by and between Shuhai Information Technology Co.,
Ltd. and Daqing City Public Security Bureau, incorporated herein by reference to Exhibit 10.7 of the Post-
Effective Amendment No. 1 to Form S-1 filed on February 10, 2016.
Form of Subscription Agreement, incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly
Report on Form 10-Q filed on May 23, 2016.
Subsidiaries of the Company.
Certification by Chief Executive Officer and Chief Financial Officer pursuant to Sarbanes Oxley Section 302
Certification by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
XBRL Instance Document
XBRL Taxonomy Extension Schema Document
XBRL Taxonomy Extension Calculation Linkbase Document
XBRL Taxonomy Extension Definition Linkbase Document
XBRL Taxonomy Extension Label Linkbase Document XBRL
XBRL Taxonomy Extension Presentation Linkbase Document
* Filed herewith.
**Furnished herewith.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Date: October 13, 2017
DATASEA INC.
/s/ Zhixin Liu
By:
Name: Zhixin Liu
Title: Chief Executive Officer (principal executive officer) and
Interim Chief Financial Officer (principal accounting and
financial officer)
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature
Title
/s/ Zhixin Liu
Zhixin Liu
President, Chief Executive Officer (principal executive
officer), Interim Chief Financial Officer
(principal accounting and financial officer) and Chairman
/s/ Fu Liu
Fu Liu
Director
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Date
October 13, 2017
October 13, 2017
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DATASEA INC.
CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2017 AND 2016
Table of Contents
Reports of Independent Registered Public Accounting Firms
Consolidated Balance Sheets
Consolidated Statements of Operations and Comprehensive Loss
Consolidated Statements of Changes in Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
F-1
Page
F-2 to F-3
F-4
F-5
F-6
F-7
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Datasea, Inc.
We have audited the accompanying consolidated balance sheet of Datasea, Inc. and subsidiaries (the “Company”) as of
June 30, 2017, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’
equity, and cash flows for the year ended June 30, 2017. Datasea, Inc’s management is responsible for these financial
statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of Datasea, Inc and subsidiaries as of June 30, 2017, and the results of their operations and their cash flows for
the year ended June 30, 2017, in conformity with accounting principles generally accepted in the United States of
America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a
going concern. As discussed in Note 2 to the consolidated financial statements, the Company continues to generate
significant net losses and has a deficit of approximately $2,521,000. These factors raise substantial doubt about the
Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in
Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this
uncertainty.
Flushing, New York
October 13, 2017
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Datasea, Inc.
We have audited the accompanying consolidated balance sheet of Datasea, Inc. (the “Company”) as of June 30, 2016, and
the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year then ended. Datasea,
Inc.’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion
on these consolidated financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
consolidated financial position of Datasea, Inc. as of June 30, 2016, and the consolidated results of its operations and its
cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of
America.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a
going concern. As discussed in Note 2 to the consolidated financial statements, the Company has not generated any
revenue since inception, which raises substantial doubt about its ability to continue as a going concern. Management’s
plans in regard to these matters is also described in Note 2. The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Anton and Chia, LLP
Anton and Chia, LLP
Newport Beach, CA
September 28, 2016
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DATASEA INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
Current Assets
Cash
Accounts receivable
Inventory
Project in progress
Prepaid expenses and other current assets
Total Current Assets
Property and equipment, net
Intangible assets, net
Total Assets
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable
Accrued expenses and other payables
Advances for sale of common stock
Loan payable-shareholder
Total Current Liabilities
Stockholders' Equity
Common stock, $0.001 par value, 375,000,000 shares authorized,
56,610,271 and 55,387,271 shares issued and outstanding at June
30, 2017 and 2016, respectively
Additional paid-in capital
Accumulated comprehensive income(loss)
Deficit
Total Stockholders' Equity
June 30
2017
June 30,
2016
$
$
$
1,174,950
221
101,300
—
94,439
1,370,910
59,286
13,783
1,443,979
13,261
66,975
675,235
129,874
885,345
56,610
2,965,138
57,692
(2,520,806)
558,634
$
$
$
11,802
—
—
229,495
94,757
336,054
102,501
12,379
450,934
197,970
75,784
—
176,621
450,375
55,387
1,278,621
(5,859)
(1,327,590)
559
Total Liabilities and Stockholders' Equity
$
1,443,979
$
450,934
See report of Independent registered public accounting firm and accompanying notes to the audited consolidated financial
statements
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DATASEA INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Revenues
Cost of goods sold
Gross profit
Operating expenses:
Selling expenses
General and administrative expenses
Total operating expenses:
Loss from operations
Other income :
Other (expense) income, net
Interest income
Total other income(expense)
Years Ended
June 30, 2017
June 30, 2016
$
140,774
85,397
55,377
$
—
—
—
151,600
1,157,367
1,308,967
24,911
1,097,396
1,122,307
(1,253,590)
(1,122,307)
59,368
1,006
60,374
(2,741)
198
(2,543)
Net loss
(1,193,216)
(1,124,850)
Other comprehensive loss
Foreign currency translation adjustment
Total comprehensive loss
Net loss per share
Basic and diluted
Weighted average shares outstanding
Basic and diluted
63,551
(1,129,665)
(0.02)
$
$
(5,842)
(1,130,692)
(0.03)
$
$
55,930,766
43,630,302
See report of Independent registered public accounting firm and accompanying notes to the audited consolidated financial
statements
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DATASEA INC.
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Stock Additional
Paid in
Par
Common
Shares
Value Capital
Deficit
20,000,000 $ 20,000 $ 175,878 $ (202,740) $
—
35,000,000 35,000
—
— —
—
387
— (1,124,850)
— —
(22,382)
683,485
441,640
387,271
Accumulated
Other
Total
Loss
Comprehensive Stockholders’
Equity(Deficit)
(6,879)
12,618
683,485
442,027
(1,124,850)
(17) $
—
—
—
—
— —
—
55,387,271 55,387 1,278,621 (1,327,590)
1,223,000 1,223 1,686,517
—
(5,842)
(5,859)
— —
— (1,193,216)
—
(5,842)
559
1,687,740
(1,193,216)
—
56,610,271 $ 56,610 $2,965,138 $(2,520,806) $
— —
—
63,551
57,692
$
63,551
558,634
Balance at June 30, 2015
Effect of reverse merger
Capital contribution
Sale of common stock
Net loss
Foreign currency translation
adjustment
Balance at June 30, 2016
Sale of common stock
Net loss
Foreign currency translation
gain
Balance at June 30, 2017
See report of Independent registered public accounting firm and accompanying notes to the audited consolidated financial
statements
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DATASEA INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash flows from operating activities:
Net loss
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization
Changes in operating assets and operating liabilities:
Accounts receivable
Project in progress
Inventory
Prepaid expenses and other current assets
Accounts payable
Accrued expenses and other payables
Net cash (used in) operating activities
Cash flows from investing activities:
Cash received from merger
Leasehold improvements
Acquisition of office equipment and intangible assets
Net cash provided by(used in) investing activities
Cash flows from financing activities:
(Repayment) proceeds of related party loans, net
Proceeds from sale of common stock
Capital contribution
Advances for sale of common stock
Net cash provided by financing activities
Effect of exchange rate changes on cash
Net increase in cash
Cash – beginning of year
Cash – ending of year
Supplemental disclosures of cash flow information:
Cash paid for interest
Cash paid for income tax
Years Ended
June 30, 2017
June 30, 2016
$
(1,193,216)
$
(1,124,850)
50,097
29,825
(221)
213,321
(90,122)
(1,479)
(180,023)
51,609
(1,150,034)
—
—
(10,676)
(10,676)
(43,164)
1,687,740
—
671,825
2,316,401
7,457
1,163,148
11,802
1,174,950
—
—
$
$
$
(237,361)
—
(73,822)
204,755
64,470
(1,136,983)
12,618
(40,947)
(58,961)
(87,290)
126,636
442,027
662,201
1,230,864
(694)
5,898
5,904
11,802
—
—
$
$
$
See report of Independent registered public accounting firm and accompanying notes to the audited consolidated financial
statements
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DATASEA INC.
Notes to Consolidated Financial Statements
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Datasea Inc. (the “Company”) was incorporated in the State of Nevada on September 26, 2014 under the name Rose
Rock Inc. and changed its name to Datasea Inc. on May 27, 2015 by amending its articles of incorporation.
On May 26, 2015, the Company’s founder, Xingzhong Sun, sold 20,000,000 shares of common stock of the Company
(the “Common Stock”) to Zhixin Liu, one of the owners of Shuhai Skill (HK) as defined below. On October 27, 2016,
Mr. Sun sold his remaining 5,000,000 shares of Common Stock of the Company to Ms. Liu.
On October 29, 2015, the Company entered into a share exchange agreement (the “Exchange Agreement”) with the
members (“Members”) of Shuhai Information Skill (HK) Limited (“Shuhai Skill (HK)”), a limited liability company
incorporated on May 15, 2015 under the laws of the Hong Kong Special Administrative Region of the People’s Republic
of China (the “PRC”). Pursuant to the terms of the Exchange Agreement, the Members, who together own 100% of the
ownership rights in Shuhai Skill (HK), transferred all of their membership interests of Shuhai Skill (HK) to the Company
in exchange for the issuance of an aggregate of 20,000,000 shares of Common Stock, thereby causing Shuhai Skill (HK)
and its consolidated subsidiaries , Tianjin Information Sea Information Technology Co., Ltd. (“Tianjin Information”), a
limited liability company incorporated under the laws of the PRC, , to become wholly-owned subsidiary of the Company,
and Shuhai Information Technology Co., Ltd., also a limited liability company incorporated under the laws of the PRC
(“Shuhai Beijing”), to become a variable interest entity (“VIE”) of the Company through a series of contractual
agreements between Shuhai Beijing and Tianjin Information. The transaction was accounted for as a reverse merger, with
Shuhai Skill (HK) and its subsidiaries being the accounting acquirer. Accordingly, the historical financial statements
presented are those of Shuhai Skill (HK) and its consolidated subsidiaries.
Following the Share Exchange, the Shareholders, being Zhixin Liu and her father, Fu Liu, owned approximately 85.45%
of the outstanding shares of Common Stock. As of October 29, 2015, there were 55,000,000 shares of Common Stock
issued and outstanding, 45,000,000 of which were beneficially owned by Zhixin Liu and Fu Liu.
After the Share Exchange, the Company, through its consolidated subsidiaries is engaged in the business of providing
Internet security products, new media advertising, micro-marketing, and data analysis services in the PRC.
NOTE 2 – GOING CONCERN
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a
going concern. As shown in the accompanying consolidated financial statements, the Company has generated revenues of
$140,774 since inception, has a deficit of approximately $2,520,000 at June 30, 2017, and continues to incur significant
losses since inception. These circumstances, among others, raise substantial doubt about the Company’s ability to
continue as a going concern. The consolidated financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
The Company’s management recognizes that the Company must generate sales and additional resources to enable it to
continue to develop its operations. Based on increased demand for internet services in China, including internet security
and big data integration, the Company’s management team expects a healthy growth in its business. The Company’s
management intends to raise additional financing through debt and/or equity financing or through other means that it
deems necessary, with a view to moving forward and sustaining prolonged growth in its initial phases. However, no
assurance can be given that the Company will be successful in raising additional capital or obtaining financing and
ultimately achieving profitable operations to sustain the Company.
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DATASEA INC.
Notes to Consolidated Financial Statements
NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION AND CONSOLIDATION
The accompanying consolidated financial statements have been prepared in conformity with accounting principles
generally accepted in the United States of America (“US GAAP”). All intercompany transactions and accounts have been
eliminated in consolidation.
VARIABLE INTEREST ENTITY
Pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Section 810,
“Consolidation” (“ASC 810”), the Company is required to include in its consolidated financial statements, the financial
statements of its variable interest entity (“VIE”). ASC 810 requires a VIE to be consolidated if the company is subject to
a majority of the risk of loss for the VIE or is entitled to receive a majority of the VIE’s residual returns. VIE is the entity
in which a company, through contractual arrangements, bears the risk of, and enjoys the rewards normally associated with
ownership of the entity, and therefore the company is the primary beneficiary of the entity.
Under ASC 810, a reporting entity has a controlling financial interest in a VIE, and must consolidate that VIE, if the
reporting entity has both of the following characteristics: (a) the power to direct the activities of the VIE that most
significantly affect the VIE’s economic performance; and (b) the obligation to absorb losses, or the right to receive
benefits, that could potentially be significant to the VIE. The reporting entity’s determination of whether it has this power
is not affected by the existence of kick-out rights or participating rights, unless a single enterprise, including its related
parties and de - facto agents, have the unilateral ability to exercise those rights. Shuhai Beijing actual stockholders do not
hold any kick-out rights that affect the consolidation determination.
Through the VIE agreements, the Company is deemed the primary beneficiary of Shuhai Beijing. Accordingly, the results
of Shuhai Beijing have been included in the accompanying consolidated financial statements. Shuhai Beijing has no
assets that are collateral for or restricted solely to settle their obligations. The creditors of Shuhai Beijing do not have
recourse to the Company’s general credit.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The
significant areas requiring the use of management estimates include, but are not limited to,the estimated useful life and
residual value of property, plant and equipment, provision for staff benefits, recognition and measurement of deferred
income taxes and the valuation allowance for deferred tax assets. Although these estimates are based on management’s
knowledge of current events and actions management may undertake in the future, actual results may ultimately differ
from those estimates and such differences may be material to our consolidated financial statements.
CONTINGENCIES
Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company
but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and
legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In
assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that
may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or
unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought. If the
assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the
liability can be estimated, the estimated liability would be accrued in the Company’s financial statements.
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DATASEA INC.
Notes to Consolidated Financial Statements
NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is
probable but cannot be estimated, the nature of the contingent liability, together with an estimate of the range of possible
loss if determinable and material, would be disclosed.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand, demand deposits and short-term cash investments that are highly liquid
in nature and have original maturities of three months or less. The Company has no cash equivalents as of June 30, 2017
and June 30, 2016.
INVENTORY
Inventory, comprised principally of products purchased comprised of routers used in installations, is valued at the lower
of cost or net realizable value. The value of inventory is determined using the first-in, first-out method. The Company
periodically estimates an inventory allowance for estimated unmarketable inventories when necessary. Inventory amounts
are reported net of such allowances. There were no allowances for inventory as of June 30, 2017 and June 30, 2016.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost, less accumulated depreciation. Major repairs and improvements that
significantly extend original useful lives or improve productivity are capitalized and depreciated over the period
benefited. Maintenance and repairs are expensed as incurred. When property and equipment are retired or otherwise
disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss
is included in operations. Depreciation of property and equipment is provided using the straight-line method over
estimated useful lives as follows:
Furniture and fixtures
Office equipment
5-10 years
3-5 years
Leasehold improvements are depreciated on a straight-line method over the shorter of the estimated useful lives or
remaining lease terms.
INTANGIBLE ASSETS
Intangible assets with finite lives are amortized using the straight-line method over their estimated period of benefit.
Evaluation of the recoverability of intangible assets is made to take into account events or circumstances that warrant
revised estimates of useful lives or that indicate that impairment exists. All of our intangible assets are subject to
amortization. No impairment of intangible assets has been identified as of the balance sheet dates.
Intangible assets include licenses and certificates and are amortized over their useful life of five years.
FAIR VALUE MEASUREMENTS AND DISCLOSURES
FASB ASC Topic 820, “Fair Value Measurements,” defines fair value, and establishes a three-level valuation hierarchy
for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The three levels
are defined as follows:
●Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active
markets.
●Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets,
and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the
financial instrument.
●Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.
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The carrying value of cash, accounts receivable, inventory, prepaid expenses and other current assets, accounts payable,
accrued expenses and other payables, advances for sale of common stock and loan payable-shareholder, are carried at
costs, which approximate their fair values due to their short maturities.
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DATASEA INC.
Notes to Consolidated Financial Statements
NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
As of June 30, 2017, the Company did not identify any assets and liabilities that are required to be presented on the
balance sheet at fair value on a recurring basis.
IMPAIRMENT OF LONG-LIVED ASSETS
In accordance with FASBASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived
assets such as property, plant and equipment are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying value of an asset may not be recoverable, or it is reasonably possible that these assets could
become impaired as a result of technological or other industrial changes. The determination of recoverability of assets to
be held and used is made by comparing the carrying amount of an asset to future undiscounted cash flows to be generated
by the assets.
If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the
carrying amount of the asset exceeds its fair value. Assets to be disposed of are reported at the lower of the carrying
amount or fair value less cost to sell. During the reporting periods there was no impairment loss recognized on long-lived
assets.
REVENUE RECOGNITION
The Company recognizes revenues from professional services contracts. Customers are billed, according to individual
agreements. Revenues from professional services are recognized on a completed-contract basis, in accordance with ASC
Topic 605-35, “Construction-Type and Production-Type Contracts.” Under the completed-contract basis, contract costs
are recorded to projects in process and billings and/or cash received are recorded to a deferred revenue liability account
during the periods of construction. Costs include direct material, direct labor and subcontract labor. All revenues, costs,
and profits are recognized in operations upon completion of the contract. A contract is considered completed when all
costs except insignificant items have been incurred and final acceptance has been received from the customer. Corporate
general and administrative expenses are charged to the periods as incurred. However, in the event a loss on a contract is
foreseen, the Company will recognize the loss as incurred. For uncompleted contracts, the deferred asset (accumulated
contract costs) in excess of the deferred liability (billings and/or cash received) is classified under current assets as costs
in excess of billings on uncompleted contracts. The deferred liability (billings and/or cash received) in excess of the
deferred asset (accumulated contract costs) is classified under current liabilities as billings in excess of costs on
uncompleted contracts. Contract retentions are included in accounts receivable.
In January 2016, the Company secured a government procurement contract with the Bureau of Public Security of Daqing
City in Heilongjiang Province. As of June 30, 2017, the project has been completed.
During the year ended June 30, 2017, one customer accounted for 100% of the Company’s total sales.
INCOME TAXES
The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740,
“Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable
for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been
recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of
operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax
assets reported, if based on the weight of the available positive and negative evidence, it is more likely than not some
portion or all of the deferred tax assets will not be realized.
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DATASEA INC.
Notes to Consolidated Financial Statements
NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
ASC Topic 740.10.30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial
statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740.10.40 provides guidance on
derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The
Company has no material uncertain tax positions for any of the reporting periods presented.
CONCENTRATION OF CREDIT RISK
The Company maintains cash in accounts with state-owned banks within the PRC. Cash in state-owned banks is not
covered by insurance. Should any of these institutions holding the Company’s cash become insolvent, or if the Company
is unable to withdraw funds for any reason, the Company could lose the cash on deposit with that institution. The
Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in these
bank accounts.
FOREIGN CURRENCY TRANSLATION AND COMPREHENSIVE INCOME (LOSS)
The accounts of the Company’s Chinese entities are maintained in RMB and the accounts of the U.S. parent company are
maintained in USD. The accounts of the Chinese entities were translated into USD in accordance with ASC Topic 830
“Foreign Currency Matters.” All assets and liabilities were translated at the exchange rate on the balance sheet date;
stockholders’ equity is translated at historical rates and the statements of operations and cashflows are translated at the
weighted average exchange rate for the period. The resulting translation adjustments are reported under other
comprehensive income in accordance with ASC Topic 220, “Comprehensive Income.” Gains and losses resulting from
the foreign currency transactions are reflected in the statements of operations.
The Company follows FASB ASC Topic 220-10, “Comprehensive Income(loss).” Comprehensive income(loss)
comprises net income(loss) and all changes to the statements of changes in stockholders’ equity, except those due to
investments by stockholders, changes in paid-in capital and distributions to stockholders.
RECENT ACCOUNTING PRONOUNCEMENTS
In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)" to increase the transparency and comparability
about leases among entities. The new guidance requires lessees to recognize a lease liability and a corresponding lease
asset for virtually all lease contracts. It also requires additional disclosures about leasing arrangements. ASU 2016-02 is
effective for interim and annual periods beginning after December 15, 2018, and requires a modified retrospective
approach to adoption. Early adoption is permitted. The Company is currently evaluating the impact of this new standard
on its consolidated financial statements and related disclosures.
In April 2016, FASB issued Accounting Standards Update No. 2016-10, Revenue from Contracts with Customers (Topic
606): Identifying Performance Obligations and Licensing. The amendments clarify the following two aspects of Topic
606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The amendments do not
change the core principle of the guidance in Topic 606. The effective date and transition requirements for the amendments
are the same as the effective date and transition requirements in Topic 606. Public entities should apply the amendments
for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein (i.e., January
1, 2018, for a calendar year entity). Early application for public entities is permitted only as of annual reporting periods
beginning after December 15, 2016, including interim reporting periods within that reporting period. The Company is
currently evaluating the impact of this new standard on its consolidated financial statements.
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DATASEA INC.
Notes to Consolidated Financial Statements
NOTE 3 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
In May 2016, FASB issued ASU No. 2016-12—Revenue from Contracts with Customers (Topic 606); Narrow-Scope
Improvements and Practical Expedients, which is intended to not change the core principle of the guidance in Topic 606,
but rather affect only the narrow aspects of Topic 606 by reducing the potential for diversity in practice at initial
application and by reducing the cost and complexity of applying Topic 606 both at transition and on an ongoing basis.
The Company is assessing the impact of the adoption of the ASU on its consolidated financial statements, disclosure
requirements and methods of adoption.
In November 2016, the FASB issued ASU 2016-18, Restricted Cash. The amendments in this update address diversity in
practice that exists in the classification and presentation of changes in restricted cash and require that a statement of cash
flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as
restricted cash or restricted cash equivalents. ASU 2016-18 is effective for the Company beginning January 1, 2018 and is
required to be applied using a retrospective transition method to each period presented. The Company does not expect the
adoption of the amendment in this ASU to have a significant impact on the Company's consolidated financial statements.
In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business, which clarifies the definition of
a business with the objective of adding guidance to assist entities with evaluating whether transactions should be
accounted for as acquisitions (or disposals) of assets or businesses. The Company does not expect the adoption of the
amendment in this ASU to have a significant impact on the Company's consolidated financial statements.
In February 2017, the FASB issued ASU 2017-05, Clarifying the Scope of Asset Derecognition Guidance and
Accounting for Partial Sales of Nonfinancial Assets, which defines the term "in-substance nonfinancial asset" and
clarifies the scope and accounting of a financial asset that meets the definition. ASU 2017-05 also provides guidance for
partial sales of nonfinancial assets. The Company does not expect the adoption of the amendment in this ASU to have a
significant impact on the Company's consolidated financial statements.
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted,
would have a material effect on the accompanying audited consolidated financial statements.
NOTE 4 – PROPERTY AND EQUIPMENT
Property and equipment are summarized as follows:
Office furniture and fixtures
Office equipment
Leasehold improvements
Subtotal
Less: Accumulated depreciation
Total
June 30, 2017
58,064
40,248
—
98,312
39,026
59,286
$
$
June 30, 2016
59,191
33,270
39,591
132,052
29,551
102,501
$
$
Depreciation expense for the year ended June 30, 2017 and 2016 was $48,626 and $26,687, respectively.
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DATASEA INC.
Notes to Consolidated Financial Statements
NOTE 5 –INTANGIBLE ASSETS
Intangible assets are summarized as follows:
Software registration right
Value-added telecommunications business license
Subtotal
Less: Accumulated depreciation
Total
June 30, 2017
4,508
11,833
16,341
2,558
13,783
$
$
June 30, 2016
1,417
12,062
13,479
1,100
12,379
Amortization expense for the year ended June 30, 2017 and 2016 was $1,471 and $1,100.
NOTE 6 –PROJECTS IN PROGRESS
Projects in progress represent costs accumulated on projects at various stages of completion. Projects in progress are
classified as short-term because the projects are expected to be completed within one year. The Company recorded project
in progress of $229,494 as of June 30, 2016. The project was completed in December 2016.
NOTE 7 – PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consisted of the following:
Security deposit
Prepaid expenses and advances
Other
Total
NOTE 8 – ACCRUED EXPENSES AND OTHER PAYABLES
Accrued expenses and other payable consisted of the following:
June 30, 2017
54,830
32,471
7,138
94,439
$
$
June 30, 2016
25,941
37,305
31,511
94,757
$
$
Deposits
Salary payable
Commission
Total
June 30, 2017
30,515
36,460
—
66,975
$
$
June 30, 2016
$
15,403
50,872
9,869
75,784
$
NOTE 9 – ADVANCES FOR SALE OF COMMON STOCK
In June 2017, the Company received prepayments for stock subscriptions to purchase 286,000 share of the Company’s
common stock at $2.35 per share. The Company received the payment totaling $672,100 from investors and recorded it
as advances for sale of common stock as of June 30, 2017(See Note 14).
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DATASEA INC.
Notes to Consolidated Financial Statements
NOTE 10 – RELATED PARTY TRANSACTIONS
The Company’s President, Zhixin Liu, paid certain operating expenses on behalf of the Company. As of June 30, 2017
and June 30, 2016, the amounts due to the President were $129,874 and $176,621, respectively. These amounts are
interest-free, unsecured and due on demand. The Company has not received any demand for payments.
On January 1, 2016, the Company’s President entered into a car rental agreement with the Company. Pursuant to the
agreement, the Company rents a car from the Company’s President for a monthly rent of approximately $734. The
agreement expired on December 31, 2016 but was extended by the parties to December 31, 2018.
The rent paid under this agreement was $8,808 and $9,336 for the years ended June 30, 2017 and 2016 respectively.
NOTE 11 – INCOME TAXES
The Company was incorporated in the United States of America, is subject to U.S. tax and plans to file U.S. federal
income tax returns. The Company conducts all of its businesses through its subsidiaries and affiliated entities. No
provision for US federal income tax was made for the year ended June 30, 2017 and 2016 as the US entity incurred
losses.
The Company’s offshore subsidiary, Shuhai Skill (HK), did not earn any income that was derived in Hong Kong for the
year ended June 30, 2017 and 2016, and therefore did not incur any Hong Kong Profits tax.
Under the Corporate Income Tax Law of the PRC, the corporate income tax rate is 25%.
The Company had net operating loss (“NOL”) carryforwards of approximately $40,000 in the United States and
approximately $2,100,000 in the PRC as of June 30, 2017. The NOL carryforwards will begin to expire in the United
States and the PRC, if not utilized, by 2037 and 2022, respectively. Management believes that it is more likely than not
that the benefit from the NOL carryforwards will not be realized and thus provided a 100% valuation allowance at June
30, 2017 and 2016 and no deferred tax asset benefit has been recorded. The Company’s management reviews this
valuation allowance periodically and makes adjustments as necessary.
The reconciliation of income tax expense (benefit) at the U.S. statutory rate of 34% to the Company’s effective tax is as
follows:
U.S. Statutory rate of 34%
Tax rate difference between China and U.S.
Change in valuation allowance
Effective income rate
F-15
Year ended
June 30, 2017
(178,983)
(119,322)
298,305
—
$
$
Year ended
June 30, 2016
$
$
(168,317)
(111,148)
279,465
—
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DATASEA INC.
Notes to Consolidated Financial Statements
NOTE 11 – INCOME TAXES (Continued)
The provisions for income taxes are summarized as follows:
Current
Deferred
Change in valuation allowance
Total
Year ended
June 30, 2017
—
298,305
(298,305)
—
$
$
Year ended
June 30, 2016
—
279,465
(279,465)
—
$
$
The valuation allowance increased by $298,305 and $279,465 for the year ended June 30, 2017 and 2016, respectively.
The Company’s net deferred tax asset as of June 30, 2017 and 2016 is as follows:
Deferred tax asset
Valuation allowance
Net deferred tax asset
NOTE 12 – SHAREHOLDERS’ EQUITY
June 30, 2017
585,059
(585,059)
—
$
$
June 30, 2016
286,754
(286,754)
—
$
$
On November 17, 2015, the Company effected a five-for-one forward split of the Company’s Common Stock, increasing
the number of authorized shares from 75,000,000 to 375,000,000. All relevant information relating to number of shares
and per share information have been retrospectively adjusted to reflect the forward split for all periods presented.
During the year ended June 30, 2016, the Company’s President, Zhixin Liu, contributed RMB 4,256,300 (or
approximately US $683,485) to the Company.
In February and March 2016, the Company entered into subscription agreements with 42 individual investors and sold
207,000 shares of the Company’s Common Stock at $0.92 and 40,000 shares of the Company’s Common Stock at $1.38
per share. The Company received the proceeds of $248,453 from sale of Common Stock.
On May 31, 2016, the Company entered into subscription agreements with 11 investors and sold 140,271 shares of the
Company’s Common Stock at $1.38 per share. The Company received the proceeds of $193,574 from sale of Common
Stock.
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DATASEA INC.
Notes to Consolidated Financial Statements
NOTE 12 – SHAREHOLDERS’ EQUITY (CONTINUED)
Sales of common stock during the year ended June 30, 2017 are summarized as follows:
Date
$ per share
# of shares
Amount
8/14/2016
9/30/2016
11/20/2016
1/24/2017
4/25/2017
6/6/2017
$ 1.38
$ 1.38
$ 1.38
$ 1.38
$ 1.38
$ 1.38
NOTE 13 – COMMITMENTS
Lease Agreement
75,000
230,000
260,000
202,500
237,000
218,500
1,223,000
$ 103,500
$ 317,400
$ 358,800
$ 279,450
$ 327,060
$ 301,530
$ 1,687,740
In December 2016, the Company renewed the one-year operating lease agreement. The lease started March 1, 2017 and
will expire on February 28, 2018 and has a monthly rent of RMB 35,192 (or approximately US $5,167). Future rental
payment due under the lease is RMB 387,112 (or approximately US $56,834).
Rental expenses for the year ended June 30, 2017 and 2016 were $63,790 and $58,769, respectively.
In December 2016, the Company renewed the one-year property management contract. The Contract started March 1,
2017 and will expire on February 28, 2018 and has a monthly management fee of RMB 70,384 (or approximately US
$10,333). Future management fees due under the contract is RMB 774,224 (or approximately US $113,668).
NOTE 14 – SUBSEQUENT EVENTS
The Company has reviewed its subsequent events through October 13, 2017, the date these financial statements were
issued and has determined that no material subsequent events have occurred that require recognition in or disclosure to
the financial statements. Except as follows:
On July 14, 2017, the Company entered into subscription agreements with investors and sold 286,000 shares of the
Company’s Common Stock at $2.35 per share. The Company received the proceeds of $672,100 from sale of Common
Stock. As of June 30, 2017, these proceeds had been received.
On August 21, 2017, the Company entered into subscription agreements with investors and sold 355,500 shares of the
Company’s Common Stock at $2.35 per share. The Company received the proceeds of $835,425 from sale of Common
Stock.
On September 21, 2017, the Company entered into subscription agreements with investors and sold 260,000 shares of the
Company’s Common Stock at $2.35 per share. The Company received the proceeds of $ 611,000 from sale of Common
Stock.
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Exhibit
2.1
3.1
3.2
3.3
3.4
10.1
10.2
10.3
10.4
10.5
10.6
10.7
Description
Share Exchange Agreement, dated October 29, 2015, by and among Datasea Inc., Shuhai Information Skill
(HK) Limited, Zhixin Liu and Fu Liu, incorporated herein by reference to Exhibit 10.1 of the Post-Effective
Amendment No. 1 to Form S-1 filed on February 10, 2016
Articles of Incorporation, incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S-1
filed on February 13, 2015.
First Amendment to Articles of Incorporation, dated May 27, 2015, incorporated herein by reference to
Exhibit 3.1(ii) of the Post-Effective Amendment No. 1 to Form S-1 filed on February 10, 2016
Certificate of Change, dated November 12, 2015, incorporated herein by reference to Exhibit 3.1 of Form 8-
K filed on November 19, 2015.
Amended and Restated Bylaws, adopted on August 20, 2015, incorporated herein by reference to Exhibit
3.2(ii) of the Post-Effective Amendment No. 1 to Form S-1 filed on February 10, 2016
Operation and Intellectual Property Service Agreement, dated October 20, 2015, by and among Tianjin
Information Sea Information Technology Co., Ltd. and Shuhai Information Technology Co. Ltd., Fu Liu and
Zhixin Liu, incorporated herein by reference to Exhibit 10.2 of the Post-Effective Amendment No. 1 to Form
S-1 filed on February 10, 2016
Shareholder’s Voting Rights Entrustment Agreement, dated October 27, 2015, by and among Tianjin
Information Sea Information Technology Co., Ltd. and Shuhai Information Technology Co. Ltd., Fu Liu and
Zhixin Liu, incorporated herein by reference to Exhibit 10.3 of the Post-Effective Amendment No. 1 to Form
S-1 filed on February 10, 2016
Option Agreement, dated October 27, 2015, by and between Tianjin Information Sea Information
Technology Co., Ltd. and Fu Liu and Zhixin Liu, incorporated herein by reference to Exhibit 10.4 of the
Post-Effective Amendment No. 1 to Form S-1 filed on February 10, 2016
Equity Pledge Agreement, dated October 27, 2015 by and between Tianjin Information Sea Information
Technology Co., Ltd. and Fu Liu and Zhixin Liu, incorporated herein by reference to Exhibit 10.5 of the
Post-Effective Amendment No. 1 to Form S-1 filed on February 10, 2016
Employment Agreement, dated February 11, 2015 by and between Shuhai Information Technology Co., Ltd.
and Ms. Zhixin Liu, incorporated herein by reference to Exhibit 10.6 of the Post-Effective Amendment No. 1
to Form S-1 filed on February 10, 2016
Wireless Internet Access In Public Places Security Management and Control Systems Feature Collection
Equipment Purchase Contract, dated January 8, 2016, by and between Shuhai Information Technology Co.,
Ltd. and Daqing City Public Security Bureau, incorporated herein by reference to Exhibit 10.7 of the Post-
Effective Amendment No. 1 to Form S-1 filed on February 10, 2016.
Form of Subscription Agreement, incorporated herein by reference to Exhibit 10.1 to the Company’s
Quarterly Report on Form 10-Q filed on May 23, 2016.
Subsidiaries of the Company.
Certification by Chief Executive Officer and Chief Financial Officer pursuant to Sarbanes Oxley Section 302
Certification by Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
XBRL Taxonomy Extension Schema Document
21.1
31.1*
32.1**
101.INS * XBRL Instance Document
101.SCH
*
101.CAL
*
101.DEF * XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
*
101.PRE * XBRL Taxonomy Extension Presentation Linkbase Document
XBRL Taxonomy Extension Calculation Linkbase Document
XBRL Taxonomy Extension Label Linkbase Document XBRL
* Filed herewith.
**Furnished herewith.
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