|
Nevada
|
| |
6199
|
| |
35-2600898
|
|
|
(State or other jurisdiction of
incorporation or organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification No.) |
|
|
Richard I. Anslow, Esq.
Lawrence A. Rosenbloom, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of Americas, 11th Floor New York, NY 10105 Tel: (212) 370-1300 Fax: (212) 370-7889 |
| |
Ralph V. De Martino, Esq.
F. Alec Orudjev, Esq. Schiff Hardin LLP 901 K Street NW Suite 700 Washington, D.C. 20001 Phone (202) 778-6400 Fax: (202) 778-6460 |
|
| Large accelerated filer ☐ | | | Accelerated filer ☐ | |
| Non-accelerated filer ☐ | | | Smaller reporting company ☒ | |
| (Do not check if a smaller reporting company) | | | Emerging growth company ☒ | |
| | |
Per Share
|
| |
Total
|
| ||||||
Public offering price
|
| | | $ | | | | | $ | | | ||
Underwriting fee and commissions
(1)
|
| | | $ | | | | | | $ | | | |
Proceeds to us, before expenses
|
| | | $ | | | | | | $ | | | |
| | |
Page
Number |
| |||
| | | | 1 | | | |
| | | | 9 | | | |
| | | | 49 | | | |
| | | | 50 | | | |
| | | | 52 | | | |
| | | | 53 | | | |
| | | | 54 | | | |
| | | | 55 | | | |
| | | | 69 | | | |
| | | | 100 | | | |
| | | | 105 | | | |
| | | | 108 | | | |
| | | | 109 | | | |
| | | | 110 | | | |
| | | | 112 | | | |
| | | | 113 | | | |
| | | | 115 | | | |
| | | | 120 | | | |
| | | | 120 | | | |
| | | | 120 | | | |
| | | | 120 | | | |
| | | | F-1 | | |
| | |
As of September 30, 2017
|
| ||||||
| | |
Actual
|
| |
As Adjusted
|
| |||
Cash and cash equivalents
|
| | | $ | 76,863 | | | | | |
Total liabilities
|
| | | | 736,246 | | | | | |
Share capital (40,500,000 shares of common stock issued and outstanding, actual;
[ ] shares of common stock issued and outstanding, as adjusted) |
| | | | 4,500 | | | | | |
Accumulated deficit
|
| | | | 1,432,620 | | | | | |
Stockholders’ equity
|
| | | | 9,250,344 | | | | | |
| | | | | | | | |
|
|
Total capitalization
|
| | | $ | 9,986,590 | | | | | |
|
|
Assumed initial public offering price per share
|
| | | $ | | | |
|
Pro forma net tangible book value per share as of September 30, 2017
|
| | | $ | (0.0124 ) | | |
|
Increase in pro forma net tangible book value per share attributable to price paid by new investors
|
| | | $ | | | |
|
Pro forma net tangible book value per share after this offering
|
| | | $ | | | |
|
Dilution in pro forma net tangible book value per share to new investors in this offering
|
| | | $ | | | |
| | |
Shares purchased
|
| |
Total
consideration |
| |
Average price
per share |
| |||||||||||||||||||||
| | |
Number
|
| |
%
|
| |
$
|
| |
%
|
| |
$
|
| |||||||||||||||
| | |
(in thousands, except for percentages and per share data)
|
| |||||||||||||||||||||||||||
Existing stockholders
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |||||||||||||||
New investors
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Total
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |||||
|
| | | | | | | | |
For the Three Months Ended
|
| |||||||||||||||
| | |
September 30, 2017
|
| |
June 30, 2017
|
| |
March 31, 2017
|
| |
December 31, 2016
|
| ||||||||||||
Loan Amount (Standard Loan)
|
| | | $ | 12,142,615 | | | | | $ | 5,834,087 | | | | | $ | 2,493,794 | | | | | $ | 4,005,092 | | |
Loan Amount (Assignment of Loan)
|
| | | $ | 13,025,964 | | | | | $ | 3,100,300 | | | | | | 0 | | | | | | 0 | | |
Number of Investors
|
| | | | 329 | | | | | | 381 | | | | | | 329 | | | | | | 359 | | |
Number of Borrowers
|
| | | | 289 | | | | | | 160 | | | | | | 26 | | | | | | 140 | | |
Average Investment Amount
|
| | | $ | 76,500 | | | | | $ | 23,450 | | | | | $ | 7,580 | | | | | $ | 11,156 | | |
Average Borrowing Amount
|
| | | $ | 87,088 | | | | | $ | 55,841 | | | | | $ | 95,915 | | | | | $ | 28,608 | | |
| | | | | | | | |
For the Three Months Ended
|
| |||||||||||||||
| | |
September 30, 2017
|
| |
June 30, 2017
|
| |
March 31, 2017
|
| |
December 31, 2016
|
| ||||||||||||
Reinvestment of existing investors
|
| | | | 252 | | | | | | 73 | | | | | | 235 | | | | | | 353 | | |
Reinvestment rate of existing investors
|
| | | | 63.83 % | | | | | | 57.21 % | | | | | | 45.25 % | | | | | | 49.58 % | | |
Number of new investors
|
| | | | 77 | | | | | | 308 | | | | | | 94 | | | | | | 6 | | |
Total number of investors
|
| | | | 329 | | | | | | 381 | | | | | | 329 | | | | | | 359 | | |
Average loan amount of each investor
|
| | | $ | 76,500 | | | | | $ | 23,450 | | | | | $ | 7,580 | | | | | $ | 11,156 | | |
Average number of total loans held by each investor
|
| | | | 8.31 | | | | | | 6.00 | | | | | | 6.95 | | | | | | 6.37 | | |
| | | | | | | | | | | |
For the Three Months Ended
|
| |||||||||||||||
Applicable Metric
|
| |
September 30, 2017
|
| |
June 30, 2017
|
| |
March 31, 2017
|
| |
December 31, 2016
|
| |||||||||||||||
Re-Borrowing Rate of Existing Borrowers
|
| |
Individuals
|
| | | | — | | | | | | 25 % | | | | | | 29 % | | | | | | 5 % | | |
| SMEs | | | | | 50 % | | | | | | 19 % | | | | | | 0 % | | | | | | 21 % | | | ||
|
Assigned Loans
|
| | | | 52 % | | | | | | 0 % | | | | | | 0 % | | | | | | 0 % | | | ||
Number of New Borrowers
|
| |
Individuals
|
| | | | 1 | | | | | | 3 | | | | | | 2 | | | | | | 120 | | |
| SMEs | | | | | 10 | | | | | | 34 | | | | | | 10 | | | | | | 11 | | | ||
|
Assigned Loans
|
| | | | 218 | | | | | | 114 | | | | | | 0 | | | | | | 0 | | | ||
Total Number of New Borrowers
|
| |
Individuals
|
| | | | 1 | | | | | | 4 | | | | | | 10 | | | | | | 126 | | |
| SMEs | | | | | 41 | | | | | | 42 | | | | | | 16 | | | | | | 14 | | | ||
|
Assigned Loans
|
| | | | 247 | | | | | | 114 | | | | | | 0 | | | | | | 0 | | | ||
Average Loan Amount
of Each Borrower |
| |
Individuals
|
| | | $ | 1,417 | | | | | $ | 19,311 | | | | | $ | 21,774 | | | | | $ | 15,525 | | |
| SMEs | | | | $ | 296,127 | | | | | $ | 134,215 | | | | | $ | 145,157 | | | | | $ | 146,321 | | | ||
|
Assigned Loans
|
| | | $ | 52,737 | | | | | $ | 27,196 | | | | | | — | | | | | | — | | | ||
Total Amount of Loans
|
| |
Individuals
|
| | | $ | 1,417 | | | | | $ | 77,244 | | | | | $ | 171,285 | | | | | $ | 1,956,601 | | |
| SMEs | | | | $ | 12,141,198 | | | | | $ | 5,756,843 | | | | | $ | 2,322,509 | | | | | $ | 2,048,491 | | | ||
|
Assigned Loans
|
| | | $ | 13,025,964 | | | | | $ | 3,100,300 | | | | | | — | | | | | | — | | |
Quarter Ended
|
| |
Number of
Investment |
| |
Total Amount of
Investment |
| |
Average Amount of
Investment |
| |||||||||
December 31, 2016
|
| | | | 66 | | | | | $ | 745,907 | | | | | $ | 11,212 | | |
March 31, 2017
|
| | | | 15 | | | | | $ | 61,484 | | | | | $ | 4,099 | | |
June 30, 2017
|
| | | | 34 | | | | | $ | 263,482 | | | | | $ | 7,718 | | |
September 30, 2017
|
| | | | 140 | | | | | $ | 1,045,949 | | | | | $ | 7,471 | | |
Quarter Ended
|
| |
Guarantee
|
| |
Loan Amount
|
| |||
December 31, 2016
|
| |
Unaffiliated Third
Party Guarantee |
| | | $ | 4,004,799 | | |
March 31, 2017
|
| |
Unaffiliated Third
Party Guarantee |
| | | $ | 152,415 | | |
June 30, 2017
|
| |
Unaffiliated Third
Party Guarantee |
| | | $ | 5,762,961 | | |
September 30, 2017
|
| |
Unaffiliated Third
Party Guarantee |
| | | $ | 12,141,198 | | |
Quarter Ended
|
| |
Average Customer
Acquisition Cost |
| |||
December 31, 2016
|
| | | $ | 13.90 | | |
March 31, 2017
|
| | | $ | 7.98 | | |
June 30, 2017
|
| | | $ | 3.79 | | |
September 30, 2017
|
| | | $ | 23.17 | | |
| | |
For the Three Months Ended September 30 ,
|
| | | | | | | |||||||||
| | |
2017
|
| |
2016
|
| |
Change
|
| |||||||||
| | |
(unaudited)
|
| |
(unaudited)
|
| | | | | | | ||||||
Revenues
|
| | | $ | 117,168 | | | | | $ | — | | | | | $ | 117,168 | | |
Operating expenses
|
| | | | | | | | | | | | | | | | | | |
Selling, general and administrative expenses
|
| | | | (379,410 ) | | | | | | (3,620 ) | | | | | | (375,790 ) | | |
Amortization of intangible assets
|
| | | | (163,749 ) | | | | | | — | | | | | | (163,749 ) | | |
Total operating expenses
|
| | | | (543,159 ) | | | | | | (3,620 ) | | | | | | (539,539 ) | | |
Loss from operations
|
| | | | (425,991 ) | | | | | | (3,620 ) | | | | | | (422,371 ) | | |
Other income | | | | | | | | | | | | | | | | | | | |
Interest income
|
| | | | 64 | | | | | | — | | | | | | 64 | | |
Other income, net
|
| | | | 714 | | | | | | — | | | | | | 714 | | |
Total other income
|
| | | | 778 | | | | | | — | | | | | | 778 | | |
Loss before income taxes
|
| | | | (425,213 ) | | | | | | (3,620 ) | | | | | | (421,593 ) | | |
Income tax expense
|
| | | | — | | | | | | — | | | | | | — | | |
Net loss from continuing operations
|
| | | | (425,213 ) | | | | | | (3,620 ) | | | | | | (421,593 ) | | |
Net loss from discontinued operations
|
| | | | — | | | | | | (69,181 ) | | | | | | 69,181 | | |
Net Loss
|
| | | $ | (425,213 ) | | | | | $ | (72,801 ) | | | | | $ | (352,412 ) | | |
|
| | |
For the Three Months Ended September 30,
|
| |||||||||
| | |
2017
|
| |
2016
|
| ||||||
Revenues | | | | | 117,168 | | | | |
|
—
|
| |
Transaction fees from borrowers
|
| | | | 56,246 | | | | | | — | | |
Transaction fees from Creditor Partners
|
| | | | 50,330 | | | | | | — | | |
Service fees from investors
|
| | | | 10,592 | | | | | | — | | |
| | |
For the Six Months Ended September 30,
|
| | | | | | | |||||||||
| | |
2017
|
| |
2016
|
| |
Change
|
| |||||||||
| | |
(unaudited)
|
| |
(unaudited)
|
| | | | | | | ||||||
Revenues | | | | $ | 182,960 | | | | | $ | — | | | | | $ | 182,960 | | |
Operating expenses | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative expenses
|
| | | | (671,729 ) | | | | | | (11,710 ) | | | | | | (660,019 ) | | |
Amortization of intangible assets
|
| | | | (323,004 ) | | | | | | — | | | | | | (323,004 ) | | |
Total operating expenses
|
| | | | (994,733 ) | | | | | | (11,710 ) | | | | | | (983,023 ) | | |
Loss from operations
|
| | | | (811,773 ) | | | | | | (11,710 ) | | | | | | (800,063 ) | | |
Other income | | | | | | | | | | | | | | | | | | | |
Interest income
|
| | | | 152 | | | | | | 1 | | | | | | 151 | | |
Other income, net
|
| | | | 1,698 | | | | | | — | | | | | | 1,698 | | |
Total other income
|
| | | | 1,850 | | | | | | 1 | | | | | | 1,849 | | |
Loss before income taxes
|
| | | | (809,923 ) | | | | | | (11,709 ) | | | | | | (798,214 ) | | |
Income tax expense
|
| | | | — | | | | | | — | | | | | | — | | |
Net loss from continuing operations
|
| | | | (809,923 ) | | | | | | (11,709 ) | | | | | | (798,214 ) | | |
Net loss from discontinued operations
|
| | | | — | | | | |
|
(86,876
)
|
| | | |
|
86,876
|
| |
Net Loss
|
| | | $ | (809,923 ) | | | | | $ | (98,585 ) | | | | | $ | (711,338 ) | | |
|
| | |
For the Six Months Ended September 30,
|
| |||||||||
| | |
2017
|
| |
2016
|
| ||||||
Revenue
|
| | | | 182,960 | | | | | | — | | |
Transaction fees from borrowers
|
| | | | 99,135 | | | | | | — | | |
Transaction fees from creditor partners
|
| | | | 66,993 | | | | | | — | | |
Service fees from investors
|
| | | | 16,832 | | | | | | — | | |
| | |
For the Years Ended March 31,
|
| | | | | | | |||||||||
| | |
2017
|
| |
2016
|
| |
Change
|
| |||||||||
Revenues | | | | $ | 73,237 | | | | | $ | — | | | | | | 73,237 | | |
Operating expenses | | | | | | | | | | | | | | | | | | | |
Selling, general and administrative expenses
|
| | | | (258,772 ) | | | | | | (18,724 ) | | | | | | (240,048 ) | | |
Amortization of intangible assets
|
| | | | (324,710 ) | | | | | | — | | | | | | (324,710 ) | | |
Total operating expenses
|
| | | | (583,482 ) | | | | | | (18,724 ) | | | | | | (564,758 ) | | |
Loss from operations
|
| | | | (510,245 ) | | | | | | (18,724 ) | | | | | | (491,521 ) | | |
Other income | | | | | | | | | | | | | | | | | | | |
Interest income
|
| | | | 30 | | | | | | 1 | | | | | | 29 | | |
Other income, net
|
| | | | 446 | | | | | | — | | | | | | 446 | | |
Total other income
|
| | | | 476 | | | | | | 1 | | | | | | 475 | | |
Loss before income taxes
|
| | | | (509,769 ) | | | | | | (18,723 ) | | | | | | (491,046 ) | | |
Income tax expense
|
| | | | — | | | | | | — | | | | | | — | | |
Net loss from continuing operations
|
| | | | (509,769 ) | | | | | | (18,723 ) | | | | | | (491,046 ) | | |
Net (loss)/income from discontinued operations
|
| | | | (86,876 ) | | | | | | 4,449 | | | | | | (91,325 ) | | |
Net Loss
|
| | | $ | (596,645 ) | | | | | $ | (14,274 ) | | | | | | (582,371 ) | | |
|
| | |
For the Years Ended March 31,
|
| |||||||||
| | |
2017
|
| |
2016
|
| ||||||
Revenue
|
| | | | 73,237 | | | | | | — | | |
Transaction fees from borrowers
|
| | | | 56,573 | | | | | | — | | |
Service fees from investors
|
| | | | 16,664 | | | | | | — | | |
| | |
For the three months ended
|
| | ||||||||||||||||||||
| | |
March 31, 2017
|
| |
December 31, 2016
|
| |
September 30 and
June 30, 2016 |
| |
For the year ended
March 31, 2017 |
| ||||||||||||
| | |
(unaudited)
|
| |
(unaudited)
|
| |
(unaudited)
|
| |
(unaudited)
|
| ||||||||||||
Revenue
|
| | | | 43,690 | | | | | | 29,547 | | | | | | — | | | | | | 73,237 | | |
Transaction fees from borrowers
|
| | | | 35,745 | | | | | | 20,828 | | | | | | — | | | | | | 56,573 | | |
Service fees from investors
|
| | | | 7,945 | | | | | | 8,719 | | | | | | — | | | | | | 16,664 | | |
| | |
For the six months ended
September 30, |
| |||||||||
| | |
2017
|
| |
2016
|
| ||||||
| | |
(unaudited)
|
| |
(unaudited)
|
| ||||||
Net Cash (Used in)/Provided by Operating Activities
|
| | | | (302,568 ) | | | | | | 571 | | |
Net Cash Used in Investing Activities
|
| | | | (412 ) | | | | | | — | | |
Net Cash Provided by Financing Activities
|
| | | | 214,310 | | | | | | — | | |
Effect of Exchange Rate Changes on Cash
|
| | | | 4,241 | | | | | | (11 ) | | |
Cash and cash equivalents at Beginning of Period
|
| | | | 161,292 | | | | | | 165 | | |
Cash and cash equivalents at End of Period
|
| | | $ | 76,863 | | | | | $ | 725 | | |
|
| | |
For the years ended March 31,
|
| |||||||||
| | |
2017
|
| |
2016
|
| ||||||
Net Cash Provided by Operating Activities
|
| | | | 1,324,449 | | | | | | (241 ) | | |
Net Cash Used in Investing Activities
|
| | | | (1,246,018 ) | | | | | | — | | |
Net Cash Provided by Financing Activities
|
| | | | 341,736 | | | | | | — | | |
Effect of Exchange Rate Changes on Cash
|
| | | | (259,040 ) | | | | | | (17 ) | | |
Cash and cash equivalents at Beginning of Year
|
| | | | 165 | | | | | | 423 | | |
Cash and cash equivalents at End of Year
|
| | | $ | 161,292 | | | | | $ | 165 | | |
|
Function
|
| |
Number of Employees
|
| |||
Management
|
| | | | 3 | | |
Technology
|
| | | | 8 | | |
Risk Management
|
| | | | 4 | | |
Operations
|
| | | | 5 | | |
Human Resources
|
| | | | 3 | | |
Business Development
|
| | | | 3 | | |
Finance and Accounting
|
| | | | 3 | | |
Total
|
| | | | 29 | | |
Name
|
| |
Age
|
| |
Position
|
| |||
Xin Chen | | | | | 46 | | | | Chief Executive Officer | |
Rong Zhu | | | | | 39 | | | | Chief Financial Officer and Treasurer | |
Chunhai Li | | | | | 32 | | | | Chief Technology Officer | |
Xiaojuan Lin | | | | | 52 | | | | Director | |
Xiang Hu | | | | | 34 | | | | Director | |
Xi Wen | | | | | 34 | | | |
Chairman of the Board, President and Secretary
|
|
Yulei Rao | | | | | 53 | | | | Director | |
Trent D. Davis | | | | | 49 | | | | Director nominee* | |
Name and principal position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($) |
| |
Stock
awards ($) |
| |
Option
awards ($) |
| |
Non equity
incentive plan compensation ($) |
| |
Nonqualified
deferred compensation earnings ($) |
| |
All other
compensation ($) |
| |
Total
($) |
| |||||||||||||||||||||||||||
Xin Chen, Chief Executive
Officer |
| | | | 2017 | | | | | | 15,601 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,601 (1) | | |
| | | 2016 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Rong Zhu, Chief Financial
Officer and Treasurer |
| | | | 2017 | | | | | | 4,457 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,457 (2) | | |
| | | 2016 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
Chunhai Li, Chief Technology Officer
|
| | | | 2017 | | | | | | 5,977 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,977 (3) | | |
| | | 2016 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | |
Prior to Offering
|
| |
After Offering
|
| ||||||||||||||||||
Name and Address of Beneficial Owner
(1)
|
| |
Amount and
Nature of Beneficial Ownership |
| |
Approximate
Percentage of Outstanding Shares (2) |
| |
Amount and
Nature of Beneficial Ownership |
| |
Approximate
Percentage of Outstanding Shares (3) |
| ||||||||||||
5% Stockholders | | | | | | ||||||||||||||||||||
Senmiao International Investment Group
Limited (4) |
| | | | 21,150,000 | | | | | | 47 % | | | | | | 21,150,000 | | | | | | [•] % | | |
THS Investment Group Limited
(5)
|
| | | | 3,375,000 | | | | | | 7.5 % | | | | | | 3,375,000 | | | | | | [•] % | | |
HSM Investment Group Limited
(6)
|
| | | | 3,825,000 | | | | | | 8.5 % | | | | | | 3,825,000 | | | | | | [•] % | | |
HSA Investment Group Limited
(7)
|
| | | | 4,950,000 | | | | | | 11 % | | | | | | 4,950,000 | | | | | | [•] % | | |
Officers and Directors | | | | | | ||||||||||||||||||||
Xin Chen
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Rong Zhu
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Chunhai Li
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Xi Wen
(8)
|
| | | | 2,245,500 | | | | | | 4.99 % | | | | | | 2,245,500 | | | | | | [•] % | | |
Xiang Hu
(4)
|
| | | | 21,150,000 | | | | | | 47 % | | | | | | 21,150,000 | | | | | | [•] % | | |
Xiaojuan Lin
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Yulei Rao
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Trent D. Davis
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All directors and executive officers as a group (eight individuals)
|
| | | | 23,395,500 | | | | | | 51.99 % | | | | | | 23,395,500 | | | | | | [•] % | | |
Underwriters
|
| |
Number of Shares
|
|
ViewTrade Securities, Inc.
|
| | ||
| | | ||
| | | ||
Total
|
| |
|
|
| | |
Per Share
|
| |
Aggregate
Amount |
| ||||||
Public offering price
|
| | | $ | [•] | | | | | $ | [•] | | |
Underwriting discount
(1)
|
| | | $ | [•] | | | | | $ | [•] | | |
Non-accountable expense allowance
(2)
|
| | | $ | [•] | | | | | $ | [•] | | |
Proceeds before other expenses
|
| | | $ | [•] | | | | | $ | [•] | | |
| | | | | F-2 | | | |
| | | | | F-3 | | | |
| | | | | F-4 | | | |
| | | | | F-5 | | | |
| | | | | F-6 | | | |
| | | | | F-7 | | | |
| | | | | F-31 | | | |
| | | | | F-32 | | | |
| | | | | F-33 | | | |
| | | | | F-34 | | | |
| | | | | F-35 | | |
| | | | | | | | |
March 31,
|
| |||||||||
| | |
Note
|
| |
2017
|
| |
2016
|
| |||||||||
| | | | | | | | |
Restated
Note 3 |
| | ||||||||
ASSETS | | | | | |||||||||||||||
Current Assets | | | | | |||||||||||||||
Cash and cash equivalents
|
| | | | | | | | | $ | 161,292 | | | | | $ | 165 | | |
Prepayments, receivables and other assets
|
| | | | 6 | | | | | | 19,476 | | | | | | 1,550,544 | | |
| | | | | | | | | | | 180,768 | | | | |
|
1,550,709
|
| |
Assets of disposal group classified as held for sale
|
| | | | 5 | | | | | | — | | | | | | 19,960,291 | | |
Total Current Assets
|
| | | | | | | | | | 180,768 | | | | | | 21,511,000 | | |
Property and equipment, net
|
| | |
|
7
|
| | | | | 4,648 | | | | | | — | | |
Other Assets | | | | | |||||||||||||||
Platform
|
| | | | 8 | | | | | | 3,874,166 | | | | | | — | | |
User relationship
|
| | | | 4,8 | | | | | | 363,285 | | | | | | — | | |
Goodwill
|
| | | | 4 | | | | | | 5,631,819 | | | | | | — | | |
Total Assets
|
| | | | | | | | | $ | 10,054,686 | | | | | $ | 21,511,000 | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | |||||||||||||||
Current Liabilities | | | | | |||||||||||||||
Accrued expenses and other liabilities
|
| | | | 9 | | | | | $ | 90,256 | | | | | $ | 31,585 | | |
Due to shareholders
|
| | | | 13 | | | | | | 333,761 | | | | | | — | | |
| | | | | | | | | | | 424,017 | | | | |
|
31,585
|
| |
Liabilities directly associated with the assets classified as held for sale
|
| | | | 5 | | | | | | — | | | | | | 4,458,543 | | |
Total Current Liabilities
|
| | | | | | | | | | 424,017 | | | | | | 4,490,128 | | |
Commitments and Contingencies
|
| | | | | | | | | | — | | | | | | — | | |
Shareholders’ Equity | | | | | |||||||||||||||
Common stocks (par value $0.0001 per share, 100,000,000 shares
authorized; 40,500,000 and 40,500,000 shares issued and outstanding at March 31, 2017 and 2016, respectively*) |
| | | | 11 | | | | | $ | 4,050 | | | | | $ | 4,050 | | |
Additional Paid-in capital
|
| | | | | | | | | | 11,357,078 | | | | | | 11,357,078 | | |
Accumulated deficit
|
| | | | | | | | | | (622,697 ) | | | | | | (34,815 ) | | |
Accumulated other comprehensive loss
|
| | | | | | | | | | (1,107,762 ) | | | | | | (506,140 ) | | |
Total Shareholders’ Equity
|
| | | | | | | | | | 9,630,669 | | | | | | 10,820,173 | | |
Non controlling interests
|
| | | | | | | | | | — | | | | | | 6,200,699 | | |
Total equity
|
| | | | | | | | | | 9,630,669 | | | | | | 17,020,872 | | |
Total Liabilities and Shareholders’ Equity
|
| | | | | | | | | $ | 10,054,686 | | | | | $ | 21,511,000 | | |
|
| | |
Note
|
| |
For the Years Ended March 31,
|
| ||||||||||||
| | | | | | | | |
2017
|
| |
2016
|
| ||||||
| | | | | | | | |
Restated
note 3 |
| | | | | | | |||
Revenues
|
| | | | | | | | | $ | 73,237 | | | | | $ | — | | |
Gross revenues
|
| | | | | | | | | | 73,237 | | | | | | — | | |
Operating expenses | | | | | | | | | | | | | | | |||||
Selling, general and administrative expenses
|
| | | | | | | | | | (258,772 ) | | | | | | (18,724 ) | | |
Amortization of intangible assets
|
| | | | | | | | | | (324,710 ) | | | | | | — | | |
Total operating expenses
|
| | | | | | | | | | (583,482 ) | | | | | | (18,724 ) | | |
Loss from operations
|
| | | | | | | | | | (510,245 ) | | | | | | (18,724 ) | | |
Other income/(expense) | | | | | | | | | | | | | | | |||||
Interest income
|
| | | | | | | | | | 30 | | | | | | 1 | | |
Other income, net
|
| | | | | | | | | | 446 | | | | | | — | | |
Total other income
|
| | | | | | | | | | 476 | | | | | | 1 | | |
Loss before income taxes
|
| | | | | | | | | | (509,769 ) | | | | | | (18,723 ) | | |
Income tax expense
|
| | | | 12 | | | | | | — | | | | | | — | | |
Net loss from continuing operations
|
| | | | | | | | | | (509,769 ) | | | | | | (18,723 ) | | |
Net (loss)/income from discontinued operations, net of tax
|
| | | | | | | | | | (86,876 ) | | | | | | 4,449 | | |
Net Loss
|
| | | | | | | | | | (596,645 ) | | | | | | (14,274 ) | | |
Net (loss)/income attributable to non-controlling interests
|
| | | | | | | | | | (8,763 ) | | | | | | 1,780 | | |
Net loss attributable to Senmiao Technology Limited
|
| | | | | | | | | | (587,882 ) | | | | | | (16,054 ) | | |
Net loss attributable to Senmiao Technology Limited from continuing operation
|
| | | | | | | | | | (509,769 ) | | | | | | (18,723 ) | | |
Net (loss)/income attributable to Senmiao Technology Limited from discontinued operation
|
| | | | | | | | | | (78,113 ) | | | | | | 2,669 | | |
Other comprehensive income | | | | | | | | | | | | | | | |||||
Foreign currency translation adjustment
|
| | | | | | | | | | (807,024 ) | | | | | | (917,319 ) | | |
Comprehensive Loss
|
| | | | | | | | | | (1,403,669 ) | | | | | | (931,593 ) | | |
Less: comprehensive loss attributable to non-controlling interests
|
| | | | | | | | | | (214,165 ) | | | | | | (332,163 ) | | |
Comprehensive loss attributable to Senmiao Technology Limited
|
| | | | | | | | | $ | (1,189,504 ) | | | | | $ | (599,430 ) | | |
Comprehensive loss attributable to Senmiao Technology Limited from
continuing operation |
| | | | | | | | | | (1,191,718 ) | | | | | | (602,309 ) | | |
Comprehensive (loss)/income attributable to Senmiao Technology Limited from discontinued operation
|
| | | | | | | | | | 2,214 | | | | | | 2,879 | | |
Weighted average number of common shares
|
| | | | |||||||||||||||
Basic
|
| | | | | | | | | | 40,500,000 | | | | | | 40,500,000 | | |
Diluted
|
| | | | | | | | | | 40,500,000 | | | | | | 40,500,000 | | |
Earnings per share | | | | | | | | | | | | | | | |||||
Basic loss for the year attributable to the shareholders of the Company
|
| | | | | | | | | $ | (0.0145 ) | | | | | $ | (0.0004 ) | | |
Diluted loss for the year attributable to the shareholders of the Company
|
| | | | | | | | | | (0.0145 ) | | | | | | (0.0004 ) | | |
Earnings per share from continuing operations | | | | | | | | | | | | | | | | | | | |
Basic loss from continuing operations attributable to the shareholders of the Company
|
| | | | | | | | | | (0.0126 ) | | | | | | (0.0005 ) | | |
Diluted loss from continuing operations attributable to the shareholders of the Company
|
| | | | | | | | | | (0.0126 ) | | | | | | (0.0005 ) | | |
Earnings per share from discontinued operations | | | | | |||||||||||||||
Basic (loss)/profit from discontinued operations attributable to the shareholder of the Company
|
| | | | | | | | | | (0.0019 ) | | | | | | 0.0001 | | |
Diluted (loss)/profit from discontinued operations attributable to the
shareholder of the Company |
| | | | | | | | | $ | (0.0019 ) | | | | | $ | 0.0001 | | |
| | |
Common Stock (note 10)
|
| |
Additional
Paid-in capital |
| |
Accumulated
deficit |
| |
Accumulated
other comprehensive income |
| |
Non-controlling
interest |
| |
Total
equity |
|||||||||||||||||||||||
| | |
Shares
|
| |
Par value
|
| ||||||||||||||||||||||||||||||||||
| | | | | | | | | | | | | | | | | | | | |
Restated
Note 3 |
| |
Restated
Noted 3 |
| | | | | | | |
Restated
Note 3 |
||||||||
Balance as of March 31, 2015
|
| | | | 40,500,000 | | | | | $ | 4,050 | | | | | $ | 11,357,078 | | | | | $ | (18,761 ) | | | | | $ | 77,236 | | | | | $ | 6,532,862 | | | | | $ | 17,952,465 |
Net (loss)/income
|
| | | | — | | | | | | — | | | | | | — | | | | | | (16,054 ) | | | | | | — | | | | | | 1,780 | | | | |
|
(14,274
)
|
Foreign currency translation loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (583,376 ) | | | | | | (333,943 ) | | | | |
|
(917,319
)
|
Balance as of March 31, 2016
|
| | | | 40,500,000 | | | | | $ | 4,050 | | | | | $ | 11,357,078 | | | | | $ | (34,815 ) | | | | | $ | (506,140 ) | | | | | $ | 6,200,699 | | | | | $ | 17,020,872 |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (587,882 ) | | | | | | — | | | | | | (8,763 ) | | | | |
|
(596,645
)
|
Foreign currency translation loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (601,622 ) | | | | | | (205,402 ) | | | | |
|
(807,024
)
|
Disposal of a subsidiary
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (5,986,534 ) | | | | |
|
(5,986,534
)
|
Balance as of March 31, 2017
|
| | | | 40,500,000 | | | | | $ | 4,050 | | | | | $ | 11,357,078 | | | | | $ | (622,697 ) | | | | | $ | (1,107,762 ) | | | | | $ | — | | | | | $ | 9,630,669 |
|
| | |
For The Years Ended March 31,
|
| |||||||||
| | |
2017
|
| |
2016
|
| ||||||
| | |
Restated
note 3 |
| | | | | | | |||
Cash Flows from Operating Activities: | | | | | | | | | | | | | |
Net loss from continuing operations
|
| | | $ | (509,769 ) | | | | | $ | (18,723 ) | | |
Adjustments to reconcile net income to net cash provided by/(used in) operating activities:
|
| | | | | | | | | | | | |
Depreciation of property and equipment
|
| | | | 961 | | | | | | — | | |
Amortization of intangible assets
|
| | | | 324,710 | | | | | | — | | |
Changes in operating assets and liabilities:
|
| | | ||||||||||
Prepayments, receivables and other assets
|
| | | | 1,465,865 | | | | | | — | | |
Accrued expenses and other liabilities
|
| | | | 42,682 | | | | | | 18,482 | | |
Net Cash Provided by/(Used in) Operating Activities
|
| | | | 1,324,449 | | | | | | (241 ) | | |
Net Cash Provided by/(Used in) Operating Activities from Continuing Operations
|
| | |
|
1,325,242
|
| | | |
|
(491
)
|
| |
Net Cash Used in by Operating Activities from Discontinued Operations
|
| | | | (793 ) | | | | | | 250 | | |
Cash Flows from Investing Activities: | | | | | | | | | | | | | |
Disposal of a subsidiary
|
| | | | 8,914,833 | | | | | | — | | |
Purchase of property and equipment
|
| | | | (1,975 ) | | | | | | — | | |
Purchase of intangible assets
|
| | | | (59,432 ) | | | | | | — | | |
Consideration paid in a business acquisition
|
| | | | (10,099,444 ) | | | | | | — | | |
Net Cash Used in Investing Activities
|
| | | | (1,246,018 ) | | | | | | — | | |
Net Cash Used in Investing Activities from Continuing Operations
|
| | |
|
(1,246,018
)
|
| | | | | — | | |
Net Cash Used in Investing Activities from Discontinued Operations
|
| | | | — | | | | | | — | | |
Cash Flows From Financing Activities: | | | | | | | | | | | | | |
Proceeds borrowed from shareholders
|
| | | | 341,736 | | | | | | — | | |
Net Cash Provided by Financing Activities
|
| | | | 341,736 | | | | | | — | | |
Effect of Exchange Rate Changes on Cash
|
| | | | (259,040 ) | | | | | | (17 ) | | |
Net Increase/(Decrease) In Cash
|
| | | | 161,127 | | | | |
|
(258
)
|
| |
Cash and cash equivalents at Beginning of Year
|
| | | | 165 | | | | |
|
423
|
| |
Cash and cash equivalents at End of Year
|
| | | $ | 161,292 | | | | | $ | 165 | | |
Supplemental Cash Flow Information | | | | | | | | | | | | | |
Cash paid for interest expense
|
| | | $ | — | | | | | $ | — | | |
Cash paid for income tax
|
| | | $ | — | | | | | $ | — | | |
|
| | |
March 31,
|
| |||||||||
| | |
2017
|
| |
2016
|
| ||||||
Total assets
|
| | | $ | 10,054,686 | | | | | $ | 21,511,000 | | |
Total liabilities
|
| | | $ | 424,017 | | | | | $ | 4,490,128 | | |
| | |
For the Years Ended March 31,
|
| |||||||||
| | |
2017
|
| |
2016
|
| ||||||
Net Revenues
|
| | | $ | 73,237 | | | | | $ | — | | |
Net Loss
|
| | | | (596,645 ) | | | | | | (14,274 ) | | |
Net Cash Provided by/(Used in) Operating Activities
|
| | | | 1,324,449 | | | | | | (241 ) | | |
Net Cash Used in Investing Activities
|
| | | | (1,246,018 ) | | | | | | — | | |
Net Cash Provided by Financing Activities
|
| | | $ | 341,736 | | | | | $ | — | | |
| | |
March 31,
|
| |||||||||
| | |
2017
|
| |
2016
|
| ||||||
Balance sheet items, except for equity accounts
|
| | | | 6.8912 | | | | | | 6.4494 | | |
| | |
For the years
ended March 31, |
| |||||||||
| | |
2017
|
| |
2016
|
| ||||||
Items in the statements of operations and comprehensive loss, and statements of cash flows
|
| | | | 6.7304 | | | | | | 6.3271 | | |
| Computer equipment purchased | | |
3 years
|
|
| Computer equipment obtained in the Acquisition (see note 3) | | |
2 years
|
|
| Platform | | |
7 years
|
|
| Customer relationship | | |
10 years
|
|
| | |
As at March 31, 2017
|
| |||||||||||||||
| | |
As Previously
Reported |
| |
Adjustments
|
| |
As Restated
|
| |||||||||
Accrued expenses and other liabilities
|
| | | $ | 55,819 | | | | | $ | 34,437 | | | | | $ | 90,256 | | |
Total Current Liabilities
|
| | | | 389,580 | | | | | | 34,437 | | | | | | 424,017 | | |
Accumulated deficit
|
| | | | (587,437 ) | | | | | | (35,260 ) | | | | | | (622,697 ) | | |
Accumulated other comprehensive loss
|
| | | | (1,108,585 ) | | | | | | 823 | | | | | | (1,107,762 ) | | |
Total Shareholders’ Equity
|
| | | | 9,665,106 | | | | | | (34,437 ) | | | | | | 9,630,669 | | |
Total equity
|
| | | $ | 9,665,106 | | | | | $ | (34,437 ) | | | | | $ | 9,630,669 | | |
| | |
For The Years Ended March 31, 2017
|
| |||||||||||||||
| | |
As Previously
Reported |
| |
Adjustments
|
| |
As Restated
|
| |||||||||
Selling, general and administrative expenses
|
| | | $ | (223,512 ) | | | | | $ | (35,260 ) | | | | | $ | (258,772 ) | | |
Total operating expenses
|
| | | | (548,222 ) | | | | | | (35,260 ) | | | | | | (583,482 ) | | |
Loss from operations
|
| | | | (474,985 ) | | | | | | (35,260 ) | | | | | | (510,245 ) | | |
Loss on disposal of a subsidiary
|
| | | | (64,968 ) | | | | | | 64,968 | | | | | | — | | |
Total other income
|
| | | | (64,492 ) | | | | | | 64,968 | | | | | | 476 | | |
Loss before income taxes
|
| | | | (539,477 ) | | | | | | 29,708 | | | | | | (509,769 ) | | |
Net loss from continuing operations
|
| | | | (539,477 ) | | | | | | 29,708 | | | | | | (509,769 ) | | |
Net (loss)/income from discontinued operations, net of tax
|
| | | | (21,908 ) | | | | | | (64,968 ) | | | | | | (86,876 ) | | |
Net Loss
|
| | | | (561,385 ) | | | | | | (35,260 ) | | | | | | (596,645 ) | | |
Net loss attributable to Senmiao Technology Limited
|
| | | | (552,622 ) | | | | | | (35,260 ) | | | | | | (587,882 ) | | |
Net loss attributable to Senmiao Technology Limited from continuing operation
|
| | | | (539,477 ) | | | | | | 29,708 | | | | | | (509,769 ) | | |
Net (loss)/income attributable to Senmiao Technology Limited from discontinued operation
|
| | | | (13,145 ) | | | | | | (64,968 ) | | | | | | (78,113 ) | | |
Foreign currency translation adjustment
|
| | | | (807,847 ) | | | | | | 823 | | | | | | (807,024 ) | | |
Comprehensive Loss
|
| | | | (1,369,232 ) | | | | | | (34,437 ) | | | | | | (1,403,669 ) | | |
Comprehensive loss attributable to Senmiao Technology Limited
|
| | | | (1,155,067 ) | | | | | | (34,437 ) | | | | | | (1,189,504 ) | | |
Comprehensive loss attributable to Senmiao Technology Limited from continuing operation
|
| | | | (1,142,014 ) | | | | | | (49,704 ) | | | | | | (1,191,718 ) | | |
Comprehensive (loss)/income attributable to Senmiao Technology
Limited from discontinued operation |
| | | | (13,053 ) | | | | | | 15,267 | | | | | | 2,214 | | |
Earnings per share
|
| | | | |||||||||||||||
Basic loss for the year attributable to the shareholders of the Company
|
| | | | (0.0136 ) | | | | | | (0.0009 ) | | | | | | (0.0145 ) | | |
Diluted loss for the year attributable to the shareholders of the Company
|
| | | | (0.0136 ) | | | | | | (0.0009 ) | | | | | | (0.0145 ) | | |
Earnings per share from continuing operations
|
| | | | |||||||||||||||
Basic loss from continuing operations attributable to the shareholders of the Company
|
| | | | (0.0133 ) | | | | | | 0.0007 | | | | | | (0.0126 ) | | |
Diluted loss from continuing operations attributable to the shareholders of the Company
|
| | | | (0.0133 ) | | | | | | 0.0007 | | | | | | (0.0126 ) | | |
Earnings per share from discontinued operations
|
| | | | |||||||||||||||
Basic (loss)/profit from discontinued operations attributable to the shareholder of the Company
|
| | | | (0.0003 ) | | | | | | (0.0016 ) | | | | | | (0.0019 ) | | |
Diluted (loss)/profit from discontinued operations attributable to the shareholder of the Company
|
| | | $ | (0.0003 ) | | | | | $ | (0.0016 ) | | | | | $ | (0.0019 ) | | |
| | |
Accumulated
Deficit as Reported |
| |
Accumulated
Deficit as Restated |
| |
Accumulated
other comprehensive Income as Reported |
| |
Accumulated
other comprehensive Income as Restated |
| |
Total Equity
as Reported |
| |
Total Equity
as Restated |
| ||||||||||||||||||
Net loss
|
| | | $ | (552,622 ) | | | | | $ | (587,882 ) | | | | | $ | — | | | | | $ | — | | | | | $ | (561,385 ) | | | | | $ | (596,645 ) | | |
Foreign currency translation loss
|
| | | | — | | | | | | — | | | | | | (602,445 ) | | | | | | (601,622 ) | | | | | | (807,847 ) | | | | | | (807,024 ) | | |
Disposal of a subsidiary
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (5,986,534 ) | | | | | | (5,986,534 ) | | |
Balance as of March 31,
2017 |
| | | $ | (587,437 ) | | | | | $ | (622,697 ) | | | | | $ | (1,108,585 ) | | | | | $ | (1,107,762 ) | | | | | $ | 9,665,106 | | | | | $ | 9,630,669 | | |
|
| | |
For The Years Ended March 31, 2017
|
| |||||||||||||||
| | |
As Previously
Reported |
| |
Adjustments
|
| |
As Restated
|
| |||||||||
Net loss from continuing operations
|
| | | $ | (539,477 ) | | | | | | 29,708 | | | | | | (509,769 ) | | |
Loss on disposal of a subsidiary
|
| | | | 64,968 | | | | | | (64,968 ) | | | | | | — | | |
Accrued expenses and other liabilities
|
| | | | 7,422 | | | | | | 35,260 | | | | | | 42,682 | | |
| | |
Fair value
|
| |||
Net tangible assets
|
| | | $ | 3,735 | | |
Platform
|
| | | | 4,230,000 | | |
User relationships
|
| | | | 395,000 | | |
Goodwill
|
| | | | 5,817,308 | | |
Total purchase consideration
|
| | |
$
|
10,446,043
|
| |
|
| | |
For the Year Ended March 31, 2017
|
| |||||||||||||||||||||
| | |
Senmiao
|
| |
Acquisition*
|
| |
Acquisition
adjustments |
| |
Pro Forma
Financial Data |
| ||||||||||||
| | |
Restated
|
| | | | | | | | | | | | | |
Restated
|
| ||||||
Revenues
|
| | | $ | 73,237 | | | | | $ | 118,534 | | | | | | — | | | | | $ | 191,771 | | |
Gross revenues
|
| | | | 73,237 | | | | | | 118,534 | | | | | | — | | | | | | 191,771 | | |
Operating expenses | | | | | | ||||||||||||||||||||
Selling, general and administrative expenses
|
| | | | (258,772 ) | | | | | | (69,806 ) | | | | | | — | | | | | | (328,578 ) | | |
Amortization of intangible assets
|
| | | | (324,710 ) | | | | | | — | | | | | | (319,074 ) (1) | | | | | | (643,784 ) | | |
Total operating expenses
|
| | | | (583,482 ) | | | | | | (69,806 ) | | | | | | (319,074 ) | | | | | | (972,362 ) | | |
(Loss)/Income from operations
|
| | | | (510,245 ) | | | | | | 48,728 | | | | | | (319,074 ) | | | | | | (780,591 ) | | |
Other income | | | | | | ||||||||||||||||||||
Interest income
|
| | | | 30 | | | | | | — | | | | | | — | | | | | | 30 | | |
Other income, net
|
| | | | 446 | | | | | | — | | | | | | — | | | | | | 446 | | |
Total other income
|
| | | | 476 | | | | | | — | | | | | | — | | | | | | 476 | | |
(Loss)/Income Before Income Taxes
|
| | | | (509,769 ) | | | | | | 48,728 | | | | | | (319,074 ) | | | | | | (780,115 ) | | |
Income tax recovery/(expense)
|
| | | | — | | | | | | (12,290 ) | | | | | | 12,290 (2) | | | | | | — | | |
Net (Loss)/Income from continuing operations
|
| | | | (509,769 ) | | | | | | 36,438 | | | | | | (306,784 ) | | | | | | (780,115 ) | | |
Net loss from discontinued operations
|
| | | | (86,876 ) | | | | | | — | | | | | | — | | | | | | (86,876 ) | | |
Net (Loss)/Income
|
| | | $ | (596,645 ) | | | | | $ | 36,438 | | | | | $ | (306,784 ) | | | | | $ | (866,991 ) | | |
|
| | |
For the six
months ended September 30, 2016 |
| |
For the year
ended March 31, 2016 |
| ||||||
| | |
(Restated)
|
| | ||||||||
Sales
|
| | | $ | 12,936 | | | | | $ | 88,992 | | |
General and administrative expenses
|
| | | | (35,088 ) | | | | | | (92,760 ) | | |
Other income
|
| | | | 244 | | | | | | 8,970 | | |
Income tax expense
|
| | | | — | | | | | | (753 ) | | |
Loss on disposal of a subsidiary
|
| | | | (64,968 ) | | | | | | — | | |
Net (loss)/income from discontinued operations
|
| | | $ | (86,876 ) | | | | | $ | 4,449 | | |
|
| | |
September 30,
2016 |
| |
March 31,
2016 |
| ||||||
Cash and cash equivalents
|
| | | $ | 1,084 | | | | | $ | 1,948 | | |
Due from related parties
|
| | | | 9,270,711 | | | | | | 9,864,099 | | |
Other current assets
|
| | | | 7,511,162 | | | | | | 7,768,428 | | |
Long-term investment
|
| | | | 2,248,801 | | | | | | 2,325,816 | | |
Assets of disposal group classified as held for sale
|
| | | $ | 19,031,758 | | | | | $ | 19,960,291 | | |
Due to related parties
|
| | | $ | 3,930,649 | | | | | $ | 4,415,346 | | |
Other current liabilities
|
| | | | 134,774 | | | | | | 43,197 | | |
|
| | |
September 30,
2016 |
| |
March 31,
2016 |
| ||||||
Liabilities directly associated with the assets classified as held for sale
|
| | | $ | 4,065,423 | | | | | $ | 4,458,543 | | |
Non-controlling interest in net assets of discontinued operation
|
| | | $ | 5,986,534 | | | | |||||
Company’s interest in net assets of discontinued operation
|
| | | | 8,979,801 | | | | |||||
Less: Cash consideration received from disposal of the subsidiary
|
| | | | 8,914,833 | | | | |||||
Loss on disposal of a subsidiary
|
| | | $ | 64,968 | | | |
| | |
March 31, 2017
|
| |
March 31, 2016
|
| ||||||
Due from a third party
|
| | | $ | — | | | | | $ | 1,550,544 | | |
Staff IOU
|
| | | | 8,654 | | | | | | — | | |
Prepaid expenses
|
| | | | 6,961 | | | | | | — | | |
Advance to a supplier
|
| | | | 3,309 | | | | | | — | | |
Others
|
| | | | 552 | | | | | | | | |
| | | | $ | 19,476 | | | | | $ | 1,550,544 | | |
|
| | |
Useful life
|
| |
March 31, 2017
|
| |
March 31, 2016
|
| ||||||
Purchased computer equipment
|
| |
3 years
|
| | | $ | 1,971 | | | | | $ | — | | |
Computer equipment acquired in the Acquisition (Note 3)
|
| |
2 years
|
| | | | 3,616 | | | | |||||
Less: accumulated depreciation
|
| | | | | | | (939 ) | | | | | | — | | |
| | | | | | | $ | 4,648 | | | | | $ | — | | |
|
| | |
Fair value
|
| |||
Net tangible assets
|
| | | $ | 3,735 | | |
Platform
|
| | | | 4,230,000 | | |
User relationships
|
| | | | 395,000 | | |
Goodwill
|
| | | | 5,817,308 | | |
Total purchase consideration
|
| | |
$
|
10,446,043
|
| |
|
| | |
Useful life
|
| |
March 31, 2017
|
| |
March 31, 2016
|
| ||||||
| | |
(years)
|
| | | ||||||||||
User relationship
|
| |
10
|
| | | $ | 382,405 | | | | | $ | — | | |
Less: accumulated amortization
|
| | | | | | | (19,120 ) | | | | | | — | | |
| | | | | | | $ | 363,285 | | | | |
$
|
—
|
| |
Platform
|
| |
7
|
| | | $ | 4,095,124 | | | | | $ | — | | |
Software
|
| | | | | | | 77,055 | | | | |||||
Less: accumulated amortization
|
| | | | | | | (298,013 ) | | | | | | — | | |
| | | | | | |
$
|
3,874,166
|
| | | | $ | — | | |
|
| | |
March 31, 2017
|
| |
March 31, 2016
|
| ||||||
Other payable for intangible assets
|
| | | $ | 19,010 | | | | | $ | — | | |
Accrued payroll and welfare
|
| | | | 68,976 | | | | | | 3,088 | | |
Other tax payable
|
| | | | 2,270 | | | | | | — | | |
Others current liabilities
|
| | | | — | | | | | | 28,497 | | |
| | | | $ | 90,256 | | | | | $ | 31,585 | | |
|
|
PRC
|
| | | | 25 % | | |
|
United States
|
| | | | 35 % | | |
| | |
Years ended March 31,
|
| |||||||||
| | |
2017
|
| |
2016
|
| ||||||
Current income tax expense
|
| | | $ | — | | | | | $ | — | | |
Deferred income tax benefit
|
| | | | — | | | | | | — | | |
| | | | $ | — | | | | | $ | — | | |
|
| | |
Years ended March 31,
|
| |||||||||
| | |
2017
|
| |
2016
|
| ||||||
| | |
Restated
|
| | ||||||||
Loss from continuing operations before income taxes
|
| | | $ | (509,769 ) | | | | | $ | (18,723 ) | | |
Income tax benefit (expense) at the PRC statutory rate
|
| | | | 127,442 | | | | | | 4,681 | | |
International tax rate differential
|
| | | | — | | | | | | — | | |
Non-deductible expenses
|
| | | | (376 ) | | | | | | — | | |
Change in valuation allowance
|
| | | | (127,066 ) | | | | | | (4,681 ) | | |
| | | | $ | — | | | | | $ | — | | |
|
| | |
March 31,
|
| |||||||||
| | |
2017
|
| |
2016
|
| ||||||
| | |
Restated
|
| | ||||||||
Deferred tax assets
|
| | | $ | 131,874 | | | | | $ | 7,855 | | |
Less: valuation allowance
|
| | | | (131,874 ) | | | | | | (7,855 ) | | |
| | | | $ | — | | | | | $ | — | | |
|
Name
|
| |
Relationship with the Company
|
|
Jun Wang | | |
2.72% Shareholder of the Company and 4.9% shareholder of Sichuan Senmiao
as of March 31, 2017 |
|
Xiang Hu | | |
52.22% Shareholder of the Company and 90% shareholder of Sichuan Senmiao
as of March 31, 2017 |
|
Hong Li | | |
5.1% Shareholder and management member of Sichuan Senmiao as of March 31, 2017
|
|
| | |
March 31, 2017
|
| |
March 31, 2016
|
| ||||||
Jun Wang
|
| | | $ | 43,534 | | | | | $ | — | | |
Xiang Hu
|
| | | | 290,227 | | | | | | — | | |
| | | | $ | 333,761 | | | | |
$
|
—
|
| |
|
| | |
Rental
payments |
| |||
Year ending June 30, 2018
|
| | | $ | 116,052 | | |
Year ending June 30, 2019
|
| | | | 110,789 | | |
Year ending June 30, 2020 and thereafter
|
| | | | 83,092 | | |
| | | | $ | 309,933 | | |
|
| | |
March 31,
|
| |||||||||
| | |
2017
|
| |
2016
|
| ||||||
ASSETS | | | | ||||||||||
Total Assets
|
| | | $ | — | | | | | $ | — | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | ||||||||||
Total Liabilities
|
| | | | — | | | | | | — | | |
Shareholders’ Equity | | | | ||||||||||
Common stocks (par value $0.0001 per share, 100,000,000 shares authorized; 40,500,000 and 40,500,000 shares issued and outstanding at March 31, 2017 and 2016, respectively*)
|
| | | $ | 4,050 | | | | | $ | 4,050 | | |
Additional paid-in capital
|
| | | | (4,050 ) | | | | | | (4,050 ) | | |
Retained earnings
|
| | | | — | | | | | | — | | |
Total Shareholders’ Equity
|
| | | | — | | | | | | — | | |
Total Liabilities and Shareholders’ Equity
|
| | | $ | — | | | | | $ | — | | |
|
| | |
For the years ended March 31,
|
| |||||||||
| | |
2017
|
| |
2016
|
| ||||||
Operating expenses: | | | | ||||||||||
General and administrative expenses
|
| | | $ | — | | | | | $ | — | | |
Total operating expenses
|
| | | | — | | | | | | — | | |
Net Loss
|
| | | $ | — | | | | | $ | — | | |
Net loss per common share – basic and diluted
|
| | | | — | | | | | | — | | |
Weighted average number of common shares – basic and diluted
|
| | | | 40,500,000 | | | | | | 40,500,000 | | |
| | |
For the years ended March 31,
|
| |||||||||
| | |
2017
|
| |
2016
|
| ||||||
Cash Flows from Operating Activities
|
| | | $ | — | | | | | $ | — | | |
Cash Flows from Investing Activities
|
| | | | — | | | | | | — | | |
Cash Flows from Financing Activities
|
| | | | — | | | | | | — | | |
Changes in cash and cash equivalents
|
| | | | — | | | | | | — | | |
Cash and cash equivalents, beginning of year
|
| | | | — | | | | | | — | | |
Cash and cash equivalents, end of year
|
| | | $ | — | | | | | $ | — | | |
Supplemental Cash Flows Information: | | | | ||||||||||
Income tax paid
|
| | | $ | — | | | | | $ | — | | |
Interest paid
|
| | | $ | — | | | | | $ | — | | |
Non-cash investing and financing activities: | | | | ||||||||||
Shares issued to founders
|
| | | $ | — | | | | | $ | — | | |
| | |
Note
|
| |
September 30,
2017 |
| |
March 31,
2017 |
| ||||||
| | | | | |
(unaudited)
|
| | ||||||||
ASSETS | | | | | ||||||||||||
Current Assets | | | | | ||||||||||||
Cash and cash equivalents
|
| | | | | | $ | 76,863 | | | | | $ | 161,292 | | |
Prepayments, receivables and other assets
|
| |
3
|
| | | | 11,957 | | | | | | 19,476 | | |
Total Current Assets
|
| | | | | | | 88,820 | | | | | | 180,768 | | |
Property and equipment, net
|
| |
4
|
| | | | 6,523 | | | | | | 4,648 | | |
Other Assets | | | | | ||||||||||||
Platform
|
| |
5
|
| | | | 3,703,110 | | | | | | 3,874,166 | | |
User relationship
|
| |
5
|
| | | | 356,383 | | | | | | 363,285 | | |
Goodwill
|
| | | | | | | 5,831,754 | | | | | | 5,631,819 | | |
Total Assets
|
| | | | | | $ | 9,986,590 | | | | | $ | 10,054,686 | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | ||||||||||||
Current Liabilities | | | | | ||||||||||||
Accrued expenses and other liabilities
|
| |
6
|
| | | $ | 154,986 | | | | | $ | 90,256 | | |
Due to shareholders
|
| |
10
|
| | | | 581,260 | | | | | | 333,761 | | |
Total Current Liabilities
|
| | | | | | | 736,246 | | | | | | 424,017 | | |
Commitments and Contingencies
|
| | | | | | | | | | | |
|
—
|
| |
Shareholders’ Equity | | | | | ||||||||||||
Common stocks (par value $0.0001 per share, 100,000,000 shares
authorized; 45,000,000 and 40,500,000 shares issued and outstanding at September 30, 2017 and March 31, 2017, respectively) |
| |
8
|
| | | $ | 4,500 | | | | | $ | 4,050 | | |
Additional Paid-in capital
|
| | | | | | | 11,456,628 | | | | | | 11,357,078 | | |
Subscription receivable
|
| | | | | | | (450 ) | | | | | | — | | |
Accumulated deficit
|
| | | | | | | (1,432,620 ) | | | | | | (622,697 ) | | |
Accumulated other comprehensive loss
|
| | | | | | | (777,714 ) | | | | | | (1,107,762 ) | | |
Total equity
|
| | | | | | | 9,250,344 | | | | | | 9,630,669 | | |
Total Liabilities and Shareholders’ Equity
|
| | | | | | $ | 9,986,590 | | | | | $ | 10,054,686 | | |
|
| | | | | |
For the Three Months Ended
September 30, |
| |
For the Six Months Ended
September 30, |
| ||||||||||||||||||
| | |
Note
|
| |
2017
|
| |
2016
|
| |
2017
|
| |
2016
|
| ||||||||||||
| | | | | |
(unaudited)
|
| |
(unaudited)
|
| |
(unaudited)
|
| |
(unaudited)
|
| ||||||||||||
Revenues
|
| | | | | | $ | 117,168 | | | | | $ | — | | | | | $ | 182,960 | | | | | $ | — | | |
Gross revenues
|
| | | | | | | 117,168 | | | | | | — | | | | | | 182,960 | | | | | | — | | |
Operating expenses | | | | | | | ||||||||||||||||||||||
Selling, general and administrative expenses
|
| | | | | | | (379,410 ) | | | | | | (3,620 ) | | | | | | (671,729 ) | | | | | | (11,710 ) | | |
Amortization of intangible assets
|
| | | | | | | (163,749 ) | | | | | | — | | | | | | (323,004 ) | | | | | | — | | |
Total operating expenses
|
| | | | | | | (543,159 ) | | | | | | (3,620 ) | | | | | | (994,733 ) | | | | | | (11,710 ) | | |
Loss from operations
|
| | | | | | | (425,991 ) | | | | | | (3,620 ) | | | | | | (811,773 ) | | | | | | (11,710 ) | | |
Other income | | | | | | | ||||||||||||||||||||||
Interest income
|
| | | | | | | 64 | | | | | | — | | | | | | 152 | | | | | | 1 | | |
Other income, net
|
| | | | | | | 714 | | | | | | — | | | | | | 1,698 | | | | | | — | | |
Total other income
|
| | | | | | | 778 | | | | | | — | | | | | | 1,850 | | | | | | 1 | | |
Loss before income taxes
|
| | | | | | | (425,213 ) | | | | | | (3,620 ) | | | | | | (809,923 ) | | | | | | (11,709 ) | | |
Income tax expense
|
| |
9
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net loss from continuing operations
|
| | | | | | | (425,213 ) | | | | | | (3,620 ) | | | | | | (809,923 ) | | | | | | (11,709 ) | | |
Net loss from discontinued operations, net of tax
|
| | | | | | | — | | | | | | (69,181 ) | | | | | | — | | | | | | (86,876 ) | | |
Net Loss
|
| | | | | | | (425,213 ) | | | | | | (72,801 ) | | | | | | (809,923 ) | | | | | | (98,585 ) | | |
Net loss attributable to non-controlling interests
|
| | | | | | | — | | | | | | (1,685 ) | | | | | | — | | | | | | (8,763 ) | | |
Net loss attributable to Senmiao Technology Limited
|
| | | | | | | (425,213 ) | | | | | | (71,116 ) | | | | | | (809,923 ) | | | | | | (89,822 ) | | |
Net loss attributable to Senmiao Technology Limited from continuing operation
|
| | | | | | | (425,213 ) | | | | | | (3,620 ) | | | | | | (809,923 ) | | | | | | (11,709 ) | | |
Net loss attributable to Senmiao Technology Limited from discontinued operation
|
| | | | | | | — | | | | | | (67,496 ) | | | | | | — | | | | | | (78,113 ) | | |
Other comprehensive income | | | | | | | ||||||||||||||||||||||
Foreign currency translation adjustment
|
| | | | | | | 173,203 | | | | | | 15,736 | | | | | | 330,048 | | | | | | (483,312 ) | | |
Comprehensive Loss
|
| | | | | | | (252,010 ) | | | | | | (57,065 ) | | | | | | (479,875 ) | | | | | | (581,898 ) | | |
Less: comprehensive loss attributable to non-controlling interests
|
| | | | | | | — | | | | | | (25,245 ) | | | | | | — | | | | | | (214,165 ) | | |
Comprehensive loss attributable to Senmiao Technology Limited
|
| | | | | | $ | (252,010 ) | | | | | $ | (31,820 ) | | | | | $ | (479,875 ) | | | | | $ | (367,732 ) | | |
Comprehensive loss attributable to Senmiao Technology Limited from continuing operation
|
| | | | | | | (252,010 ) | | | | | | (46,621 ) | | | | | | (479,875 ) | | | | | | (369,946 ) | | |
Comprehensive loss attributable to Senmiao Technology Limited from discontinued operation
|
| | | | | | | — | | | | | | 14,801 | | | | | | — | | | | | | 2,214 | | |
Weighted average number of common shares | | | | | | | ||||||||||||||||||||||
Basic
|
| | | | | | | 44,473,913 | | | | | | 40,500,000 | | | | | | 42,503,825 | | | | | | 40,500,000 | | |
Diluted
|
| | | | | | | 44,473,913 | | | | | | 40,500,000 | | | | | | 42,503,825 | | | | | | 40,500,000 | | |
Loss per share | | | | | | | ||||||||||||||||||||||
Basic loss for the period attributable to the shareholders of the Company
|
| | | | | | $ | (0.0096 ) | | | | | | (0.0018 ) | | | | | | (0.0191 ) | | | | | | (0.0023 ) | | |
Diluted loss for the year attributable to the shareholders of the Company
|
| | | | | | | (0.0096 ) | | | | | | (0.0018 ) | | | | | | (0.0191 ) | | | | | | (0.0023 ) | | |
Loss per share from continuing operations | | | | | | | ||||||||||||||||||||||
Basic loss from continuing operations attributable to the shareholders of the Company
|
| | | | | | | (0.0096 ) | | | | | | (0.0001 ) | | | | | | (0.0191 ) | | | | | | (0.0003 ) | | |
Diluted loss from continuing operations attributable to the shareholders of the Company
|
| | | | | | | (0.0096 ) | | | | | | (0.0001 ) | | | | | | (0.0191 ) | | | | | | (0.0003 ) | | |
Loss per share from discontinued operations | | | | | | | ||||||||||||||||||||||
Basic loss from discontinued operations attributable to the shareholder
of the Company |
| | | | | | | — | | | | | | (0.0017 ) | | | | | | — | | | | | | (0.0020 ) | | |
Diluted loss from discontinued operations attributable to the shareholder of the Company
|
| | | | | | $ | — | | | | | | (0.0017 ) | | | | | | — | | | | | | (0.0020 ) | | |
| | |
Common Stock (note 8)
|
| |
Additional
Paid-in capital |
| |
Subscription
receivable |
| |
Accumulated
deficit |
| |
Accumulated
other comprehensive income |
| |
Non-controlling
interest |
| |
Total equity
|
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Par value
|
| ||||||||||||||||||||||||||||||||||||||||||
Balance as of March 31, 2015
|
| | | | 40,500,000 | | | | | $ | 4,050 | | | | | $ | 11,357,078 | | | | | $ | — | | | | | $ | (18,761 ) | | | | | $ | 77,236 | | | | | $ | 6,532,862 | | | | | $ | 17,952,465 | | |
Net (loss) /income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (16,054 ) | | | | | | — | | | | | | 1,780 | | | | | | (14,274 ) | | |
Foreign currency translation loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (583,376 ) | | | | | | (333,943 ) | | | | | | (917,319 ) | | |
Balance as of March 31, 2016
|
| | | | 40,500,000 | | | | | $ | 4,050 | | | | | $ | 11,357,078 | | | | | $ | — | | | | | $ | (34,815 ) | | | | | $ | (506,140 ) | | | | | $ | 6,200,699 | | | | | $ | 17,020,872 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (587,882 ) | | | | | | — | | | | | | (8,763 ) | | | | | | (596,645 ) | | |
Foreign currency translation loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (601,622 ) | | | | | | (205,402 ) | | | | | | (807,024 ) | | |
Disposal of a subsidiary
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (5,986,534 ) | | | | | | (5,986,534 ) | | |
Balance as of March 31, 2017
|
| | | | 40,500,000 | | | | | $ | 4,050 | | | | | $ | 11,357,078 | | | | | $ | — | | | | | $ | (622,697 ) | | | | | $ | (1,107,762 ) | | | | | $ | — | | | | | $ | 9,630,669 | | |
Issuance of common stocks
|
| | | | 4,500,000 | | | | | | 450 | | | | | | 99,550 | | | | | | (450 ) | | | | | | — | | | | | | — | | | | | | — | | | | | | 99,550 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (809,923 ) | | | | | | — | | | | | | — | | | | | | (809,923 ) | | |
Foreign currency translation loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 330,048 | | | | | | — | | | | | | 330,048 | | |
Balance as of September 30, 2017 (unaudited)
|
| | | | 45,000,000 | | | | | $ | 4,050 | | | | | $ | 11,456,628 | | | | | $ | (450 ) | | | | | $ | (1,432,620 ) | | | | | $ | (777,714 ) | | | | | $ | — | | | | | $ | 9,250,344 | | |
|
| | |
For the Six Months Ended
September 30, |
|||||||||
| | |
2017
|
| |
2016
|
||||||
| | |
(unaudited)
|
| |
(unaudited)
|
||||||
Cash Flows from Operating Activities: | | | | |||||||||
Net loss from continuing operations
|
| | | $ | (809,923 ) | | | | | $ | (11,709 ) | |
Adjustments to reconcile net income to net cash (used in)/provided by operating activities:
|
| | | |||||||||
Depreciation of property and equipment
|
| | | | 1,625 | | | | | | — | |
Amortization of intangible assets
|
| | | | 323,004 | | | | | | — | |
Shares issued to three individuals for consulting services
|
| | | | 99,550 | | | | | | — | |
Changes in operating assets and liabilities: | | | | |||||||||
Prepayments, receivables and other assets
|
| | | | 5,186 | | | | | | — | |
Accrued expenses and other liabilities
|
| | | | 60,516 | | | | | | 12,280 | |
Due to related parties
|
| | | | 17,474 | | | | | | — | |
Net Cash (Used in)/Provided by Operating Activities
|
| | | | (302,568 ) | | | | | | 571 | |
Net Cash (Used in)/Provided by Operating Activities from Continuing Operations
|
| | |
|
(302,568
)
|
| | | |
|
1,631
|
|
Net Cash Used in Operating Activities from Discontinued Operations
|
| | | | — | | | | | | (1,058 ) | |
Cash Flows from Investing Activities: | | | | |||||||||
Purchase of property and equipment
|
| | | | (412 ) | | | | | | — | |
Net Cash Used in Investing Activities
|
| | | | (412 ) | | | | | | — | |
Net Cash Used in Investing Activities from Continuing Operations
|
| | | | (412 ) | | | | | | — | |
Cash Flows From Financing Activities: | | | | |||||||||
Proceeds borrowed from shareholders
|
| | | | 214,310 | | | | | | — | |
Net Cash Provided by Financing Activities
|
| | | | 214,310 | | | | | | — | |
Effect of Exchange Rate Changes on Cash
|
| | | | 4,241 | | | | | | (11 ) | |
Net (Decrease)/ Increase In Cash
|
| | | | (87,429 ) | | | | | | 560 | |
Cash and cash equivalents at Beginning of Period
|
| | | | 161,292 | | | | | | 165 | |
Cash and cash equivalents at End of Period
|
| | | $ | 76,863 | | | | | $ | 725 | |
Supplemental Cash Flow Information | | | | |||||||||
Cash paid for interest expense
|
| | | $ | — | | | | | $ | — | |
Cash paid for income tax
|
| | | $ | — | | | | | $ | — | |
|
| | |
September 30,
2017 |
| |
March 31,
2017 |
| ||||||
| | |
(unaudited)
|
| | ||||||||
Total assets
|
| | | $ | 9,986,590 | | | | | $ | 10,054,686 | | |
Total liabilities
|
| | | $ | 736,246 | | | | | $ | 424,017 | | |
| | |
For the Six Months Ended September 30
|
| |||||||||
| | |
2017
|
| |
2016
|
| ||||||
| | |
(unaudited)
|
| |
(unaudited)
|
| ||||||
Net Revenues
|
| | | $ | 182,960 | | | | | $ | — | | |
Net Loss
|
| | | | (809,923 ) | | | | | | (98,585 ) | | |
Net Cash Provided by/(Used in) Operating Activities
|
| | | | (302,568 ) | | | | | | 571 | | |
Net Cash Used in Investing Activities
|
| | | | (412 ) | | | | | | — | | |
Net Cash Provided by Financing Activities
|
| | | $ | 214,310 | | | | | $ | — | | |
| | |
September 30,
2017 |
| |
March 31,
2017 |
| ||||||
Balance sheet items, except for equity accounts
|
| | | | 6.6549 | | | | | | 6.8912 | | |
| | |
For the six months
ended September 30, |
| |||||||||
| | |
2017
|
| |
2016
|
| ||||||
Items in the statements of operations and comprehensive loss, and statements
of cash flows |
| | | | 6.7659 | | | | | | 6.6000 | | |
|
Computer equipment purchased
|
| | 3 years | |
|
Computer equipment obtained in the Acquisition
|
| | 2 years | |
| Platform | | | 7 years | |
|
Customer relationship
|
| | 10 years | |
| | |
September 30, 2017
|
| |
March 31, 2017
|
| ||||||
| | |
(unaudited)
|
| | ||||||||
Staff IOU
|
| | | $ | 4,179 | | | | | $ | 8,654 | | |
Prepaid expenses
|
| | | | 5,992 | | | | | | 6,961 | | |
Advance to a supplier
|
| | | | — | | | | | | 3,309 | | |
Others
|
| | | | 1,786 | | | | | | 552 | | |
| | | | $ | 11,957 | | | | | $ | 19,476 | | |
|
| | |
Useful life
|
| |
September 30, 2017
|
| |
March 31, 2017
|
| ||||||
| | | | | |
(unaudited)
|
| | ||||||||
Purchased computer equipment
|
| |
3 years
|
| | | $ | 5,403 | | | | | $ | 1,971 | | |
Computer equipment acquired in the Acquisition
|
| |
2 years
|
| | | | 3,744 | | | | | | 3,616 | | |
Less: accumulated depreciation
|
| | | | | | | (2,624 ) | | | | | | (939 ) | | |
| | | | | | | $ | 6,523 | | | | | $ | 4,648 | | |
|
| | |
Fair value
|
| |||
Net tangible assets
|
| | | $ | 3,735 | | |
Platform
|
| | | | 4,230,000 | | |
User relationships
|
| | | | 395,000 | | |
Goodwill
|
| | | | 5,817,308 | | |
Total purchase consideration
|
| | |
$
|
10,446,043
|
| |
|
| | |
Useful life
|
| |
September 30, 2017
|
| |
March 31, 2017
|
| |||||||||
| | | | | | | | |
(unaudited)
|
| | ||||||||
User relationship
|
| | | | 10 | | | | | $ | 395,981 | | | | | $ | 382,405 | | |
Less: accumulated amortization
|
| | | | | | | | | | (39,598 ) | | | | | | (19,120 ) | | |
| | | | | | | | | | $ | 356,383 | | | | | $ | 363,285 | | |
Platform
|
| | | | 7 | | | | | $ | 4,240,504 | | | | | $ | 4,095,124 | | |
Software
|
| | | | | | | | | | 79,791 | | | | | | 77,055 | | |
Less: accumulated amortization
|
| | | | | | | | | | (617,185 ) | | | | | | (298,013 ) | | |
| | | | | | | | | | $ | 3,703,110 | | | | | $ | 3,874,166 | | |
|
| | |
September 30, 2017
|
| |
March 31, 2017
|
| ||||||
| | |
(unaudited)
|
| | ||||||||
Other payable for intangible assets
|
| | | $ | — | | | | | $ | 19,010 | | |
Accrued payroll and welfare
|
| | | | 126,515 | | | | | | 68,976 | | |
Other tax payable
|
| | | | 7,806 | | | | | | 2,270 | | |
Receipts in advance
|
| | | | 1,386 | | | | | | — | | |
Others current liabilities
|
| | | | 19,279 | | | | | | — | | |
| | | | $ | 154,986 | | | | | $ | 90,256 | | |
|
|
PRC
|
| | | | 25 % | | |
|
United States
|
| | | | 35 % | | |
| | |
For the Three Months Ended
September 30, |
| |
For the Six Months Ended
September 30, |
| ||||||||||||||||||
| | |
2017
|
| |
2016
|
| |
2017
|
| |
2016
|
| ||||||||||||
| | |
(unaudited)
|
| |
(unaudited)
|
| |
(unaudited)
|
| |
(unaudited)
|
| ||||||||||||
Current income tax expense
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Deferred income tax benefit
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
|
| | |
September 30, 2017
|
| |
March 31, 2017
|
| ||||||
| | |
(unaudited)
|
| | ||||||||
Tax losses carried forward
|
| | | $ | 317,191 | | | | | $ | 131,874 | | |
Less: valuation allowance
|
| | | | (317,191 ) | | | | | | (131,874 ) | | |
| | | | $ | — | | | | | $ | — | | |
|
Name
|
| |
Relationship with the Company
|
|
Jun Wang | | | 2.45% Shareholder of the Company and 2.45% shareholder of Sichuan Senmiao as of September 30, 2017 | |
Xiang Hu | | | 47% Shareholder of the Company and 87% shareholder of Sichuan Senmiao as of September 30, 2017 | |
Hong Li | | | 2.05% Shareholder and management member of Sichuan Senmiao as of September 30, 2017 | |
| | |
September 30, 2017
|
| |
March 31, 2017
|
| ||||||
| | |
(unaudited)
|
| | ||||||||
Jun Wang
|
| | | $ | 55,258 | | | | | $ | 43,534 | | |
Xiang Hu
|
| | | | 497,322 | | | | | | 290,227 | | |
Hong Li
|
| | | | 28,680 | | | | | | — | | |
| | | | $ | 581,260 | | | | | $ | 333,761 | | |
|
| | |
Rental payments
|
| |||
Year ending September 30, 2018
|
| | | $ | 115,398 | | |
Year ending September 30, 2019
|
| | | | 114,722 | | |
Year ending September 30, 2020 and thereafter
|
| | | | 28,681 | | |
| | | | $ | 258,801 | | |
|
| | |
September 30, 2017
|
| |
March 31, 2017
|
| ||||||
| | |
(unaudited)
|
| | ||||||||
ASSETS | | | | ||||||||||
Total Assets
|
| | | $ | — | | | | | $ | — | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | ||||||||||
Total Liabilities
|
| | | | — | | | | | | — | | |
Shareholders’ Equity | | | | ||||||||||
Common stocks (par value $0.0001 per share, 100,000,000 shares
authorized; 45,000,000 and 40,500,000 shares issued and outstanding at September 30, 2017 and March 31, 2017, respectively*) |
| | | $ | 4,500 | | | | | $ | 4,050 | | |
Additional paid-in capital
|
| | | | 95,500 | | | | | | (4,050 ) | | |
Subscription receivable
|
| | | | (450 ) | | | | | | — | | |
Retained earnings
|
| | | | (99,550 ) | | | | | | — | | |
Total Shareholders’ Equity
|
| | | | — | | | | | | — | | |
Total Liabilities and Shareholders’ Equity
|
| | | $ | — | | | | | $ | — | | |
|
| | |
For the Three Months Ended
September 30 |
| |
For the Six Months Ended
September 30 |
| ||||||||||||||||||
| | |
2017
|
| |
2016
|
| |
2017
|
| |
2016
|
| ||||||||||||
| | |
(unaudited)
|
| |
(unaudited)
|
| |
(unaudited)
|
| |
(unaudited)
|
| ||||||||||||
Operating expenses: | | | | | | ||||||||||||||||||||
General and administrative expenses
|
| | | $ | (99,550 ) | | | | | $ | — | | | | | $ | (99,550 ) | | | | | $ | — | | |
Total operating expenses
|
| | | | (99,550 ) | | | | | | — | | | | | | (99,550 ) | | | | | | — | | |
Net Loss
|
| | | $ | (99,550 ) | | | | | $ | — | | | | | $ | (99,550 ) | | | | | $ | — | | |
Net loss per common share — basic and
diluted |
| | |
|
(0.0022
)
|
| | | |
|
—
|
| | | |
|
(0.0023
)
|
| | | |
|
—
|
| |
Weighted average number of common shares — basic and diluted
|
| | | | 44,473,913 | | | | | | 40,500,000 | | | | | | 42,503,825 | | | | | | 40,500,000 | | |
| | |
For the six months ended September 30,
|
| |||||||||
| | |
2017
|
| |
2016
|
| ||||||
| | |
(unaudited)
|
| |
(unaudited)
|
| ||||||
Cash Flows from Operating Activities
|
| | | $ | — | | | | | $ | — | | |
Cash Flows from Investing Activities
|
| | | | — | | | | | | — | | |
Cash Flows from Financing Activities
|
| | | | — | | | | | | — | | |
Changes in cash and cash equivalents
|
| | | | — | | | | | | — | | |
Cash and cash equivalents, beginning of year
|
| | | | — | | | | | | — | | |
Cash and cash equivalents, end of year
|
| | | $ | — | | | | | $ | — | | |
Supplemental Cash Flows Information: | | | | ||||||||||
Income tax paid
|
| | | $ | — | | | | | $ | — | | |
Interest paid
|
| | | $ | — | | | | | $ | — | | |
Non-cash investing and financing activities: | | | | ||||||||||
Shares issued to founders
|
| | | $ | — | | | | | $ | — | | |
|
SEC Registration Fees
|
| | | $ | 2,833.62 | | |
|
FINRA Filing Fees
|
| | | | 3,914* | | |
|
Accounting fees and expenses
|
| | | | 170,536* | | |
|
Printing and engraving expenses
|
| | | | 58,000* | | |
|
Nasaq Stock Market listing fee
|
| | | | * | | |
|
Legal fees and expenses
|
| | | | 507,284* | | |
| Miscellaneous (1) | | | | | * | | |
|
Total
|
| | | | * | | |
|
Exhibit
No. |
| |
Description
|
|
1.1 | | | Form of Underwriting Agreement*** | |
3.1 | | | Articles of Incorporation of the Company* | |
3.2 | | | Bylaws of the Company* | |
4.1 | | | Form of Underwriter’s Warrant *** | |
5.1 | | | Legal Opinion of Ellenoff Grossman & Schole LLP*** | |
5.2 | | | Opinion of Yuan Tai Law Offices*** | |
10.1 | | | Exclusive Business Cooperation Agreement, dated September 18, 2017, by and between Sichuan Senmiao Zecheng Business Consulting Co., Ltd. and Sichuan Senmiao Ronglian Technology Co., Ltd.* | |
| | | | SENMIAO TECHNOLOGY LIMITED | | |||
| | | | By: | | | /s/ Xin Chen | |
| | | | | | | Name: Xin Chen | |
| | | | | | | Title: Chief Executive Officer | |
Signature
|
| |
Title
|
| |
Date
|
|
/s/ Xin Chen
Xin Chen
|
| |
Chief Executive Officer
(Principal Executive Officer) |
| | December 29, 2017 | |
/s/ Rong Zhu
Rong Zhu
|
| |
Chief Financial Officer
(Principal Financial and Accounting Officer) |
| | December 29, 2017 | |
*
Xi Wen
|
| | President, Secretary and Chairman | | | December 29, 2017 | |
*
Xiaojuan Lin
|
| | Director | | | December 29, 2017 | |
*
Xiang Hu
|
| | Director | | | December 29, 2017 | |
*
Yulei Rao
|
| | Director | | | December 29, 2017 | |
| *By: | | |
/s/ Xin Chen
|
|
| | | |
Xin Chen
Attorney-In-Fact |
|
Exhibit 14.1
CODE OF ETHICS
1. | Introduction |
The Board of Directors of Senmiao Technology Limited has adopted this code of ethics (the “Code”), which is applicable to all directors, officers and employees, to:
● | promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
● | promote the full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”), as well as in other public communications made by or on behalf of the Company; |
● | promote compliance with applicable governmental laws, rules and regulations; |
● | deter wrongdoing; and |
● | require prompt internal reporting of breaches of, and accountability for adherence to, this Code. |
This Code may be amended only by resolution of the Company’s Board of Directors. In this Code, references to the “Company” mean Senmiao Technology Limited, and, in each appropriate context, its subsidiaries.
2. | Honest, Ethical and Fair Conduct |
Each person owes a duty to the Company to act with integrity. Integrity requires, among other things, being honest, fair and candid. Deceit, dishonesty and subordinating one’s principles are inconsistent with integrity. Service to the Company never should be subordinated to personal gain and advantage.
Each person must:
● | act with integrity, including being honest and candid while still maintaining the confidentiality of the Company’s information where required or in the Company’s interests. |
● | observe all applicable governmental laws, rules and regulations. |
● | comply with the requirements of applicable accounting and auditing standards, as well as Company policies, in order to maintain a high standard of accuracy and completeness in the Company’s financial records and other business-related information and data. | |
● | adhere to a high standard of business ethics and not seek a competitive advantage through unlawful or unethical business practices. |
● | deal fairly with the Company’s customers, suppliers, business partners, competitors and employees. |
● | refrain from taking advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair-dealing practice. |
● | protect the assets of the Company and ensure their proper use. |
● | refrain from taking for themselves personally opportunities that are discovered through the use of corporate assets or by using corporate assets, information or position for general personal gain outside the scope of employment with the Company. |
● | disclose conflicts of interest and only enter into “related-party transactions” under guidelines or resolutions approved by the Board of Directors (or the appropriate committee of the Board). For purposes of this Code, “related-party transactions” are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) the Company or any of its subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of the Company’s shares of common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position. Anything that would be a conflict for a person subject to this Code also will be a conflict if it is related to a member of his or her family or a close relative. Examples of conflict of interest situations include, but are not limited to, the following: |
● | any significant ownership interest in any supplier, customer or business partner; |
● | any consulting or employment relationship with any customer, supplier, business partner or competitor; |
● | any outside business activity that detracts from an individual’s ability to devote appropriate time and attention to his or her responsibilities with the Company; |
● | the receipt of any money, non-nominal gifts or excessive entertainment from any company with which the Company has current or prospective business dealings; | |
● | being in the position of supervising, reviewing or having any influence on the job evaluation, pay or benefit of any close relative; |
● | selling anything to the Company or buying anything from the Company, except on the same terms and conditions as comparable officers or directors are permitted to so purchase or sell; and |
● | any other circumstance, event, relationship or situation in which the personal interest of a person subject to this Code interferes – or even appears to interfere – with the interests of the Company as a whole. |
3. | Disclosure |
The Company strives to ensure that the contents of and the disclosures in the reports and documents that the Company files with the SEC and other public communications shall be full, fair, accurate, timely and understandable in accordance with applicable disclosure standards, including standards of materiality, where appropriate. Each person must:
● | not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s independent auditors, governmental regulators, self-regulating organizations and other governmental officials, as appropriate; and |
● | in relation to his or her area of responsibility, properly review and critically analyze proposed disclosure for accuracy and completeness. |
In addition to the foregoing, the Chief Executive Officer and Chief Financial Officer of the Company and each subsidiary or variable interest entity of the Company (or persons performing similar functions), and each other person that typically is involved in the financial reporting of the Company must familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company.
Each person must promptly bring to the attention of the Chairman of the Audit Committee of the Company’s Board of Directors any information he or she may have concerning (a) significant deficiencies in the design or operation of internal and/or disclosure controls which could adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.
4. | Compliance |
It is the Company’s obligation and policy to comply with all applicable governmental laws, rules and regulations. It is the personal responsibility of each person to adhere to the standards and restrictions imposed by those laws, rules and regulations, including those relating to accounting and auditing matters.
5. | Reporting and Accountability |
The Audit Committee of the Company is responsible for applying this Code to specific situations in which questions are presented to it and has the authority to interpret this Code in any particular situation. Any person who becomes aware of any existing or potential breach of this Code is required to notify the Chairman of the Audit Committee promptly. Failure to do so is itself a breach of this Code.
Specifically, each person must:
● | notify the Chairman promptly of any existing or potential violation of this Code; and |
● | not retaliate against any other person for reports of potential violations that are made in good faith. |
The Company will follow the following procedures in investigating and enforcing this Code and in reporting on the Code:
● | The Audit Committee will take all appropriate action to investigate any breaches reported to it. |
● | If the Audit Committee determines (by majority decision) that a breach has occurred, it will inform the Board of Directors. |
● | Upon being notified that a breach has occurred, the Board (by majority decision) will take or authorize such disciplinary or preventive action as it deems appropriate, after consultation with the Audit Committee and/or General Counsel, up to and including dismissal or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate law enforcement authorities. |
No person following the above procedure shall, as a result of following such procedure, be subject by the Company or any officer or employee thereof to discharge, demotion suspension, threat, harassment or, in any manner, discrimination against such person in terms and conditions of employment.
6. | Waivers and Amendments |
Any waiver (as defined below) or an implicit waiver (as defined below) from a provision of this Code for the principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions or any amendment (as defined below) to this Code is required to be disclosed in the Company’s Annual Report on Form 10-K or in a Current Report on Form 8-K filed with the SEC. A “waiver” means the approval by the Company’s Board of Directors of a material departure from a provision of the Code. An “implicit waiver” means the Company’s failure to take action within a reasonable period of time regarding a material departure from a provision of the Code that has been made known to an executive officer of the Company. An “amendment” means any amendment to this Code other than minor technical, administrative or other non-substantive amendments hereto.
All persons should note that it is not the Company’s intention to grant or to permit waivers from the requirements of this Code. The Company expects full compliance with this Code.
7. | Other Policies and Procedures |
Any other policy or procedure set out by the Company in writing or made generally known to employees, officers or directors of the Company prior to the date hereof or hereafter are separate requirements and remain in full force and effect.
8. | Inquiries |
All inquiries and questions in relation to this Code or its applicability to particular people or situations should be addressed to the Company’s Secretary.
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
SENMIAO TECHNOLOGY LIMITED
We consent to the inclusion in the forgoing Registration Statement of SENMIAO TECHNOLOGY LIMITED (the “Company”) on Form S-1 of our report dated September 28, 2017, relating to our audit of the consolidated balance sheets as of March 31, 2017 and 2016, and the consolidated statements of operations and comprehensive loss, changes in shareholders' equity, and cash flows for the years ended March 31, 2016 and 2017.
We also consent to the reference to us under the caption “Experts” in the Registration Statement.
/s/ ZH CPA, LLP
Brea, California
December 29, 2017