Corporate Overview
Yinfu Gold Corporation (the "Company") is a Wyoming corporation incorporated on September 1, 2005, as a for-profit company, and has a fiscal year end of March 31. The Company's business office is located at Suite2408, Dongfang Science and Technology Mansion, Nanshan District, Shenzhen, China 518000. The telephone number is (86)755-8316-0998.
The Companyhas limited cash on hand. We have sustained losses for year ended March 31, 2015 and has relied solely upon the funding obtained from management and significant stockholders.
Name Change
On March 5, 2007, we filed a Certificate of Amendment with the Wyoming Secretary of State to change our name to Element92 Resources Corp. On November 18, 2010, the Company received a notification from the Financial Industry Regulatory Authority ("FINRA") that subsequent to an amendment filed with the State of Wyoming on August 16, 2010 the Company's change of name from Element92 Resources Corp. to Yinfu Gold Corporation. was posted as effective with FINRA.
Change in Authorized Capital
On December 8, 2014, the Company increased the authorized capital from 1,000,000,000 common shares to 3,000,000,000 common shares.
Current Business
The Company was originally incorporated under the laws of the State of Wyoming as Ace Lock & Security, Inc. The Company was established as an exploration stage company engaged in the search for commercially viable minerals. We no longer pursue opportunities related to the exploration of minerals. Our name change to Yinfu Gold Corporation, as filed with the State of Wyoming on November 18, 2010, signified that we have commenced working toward a major change in our business plan and business model.
Effective November 20, 2014, the Company executed a Sale and Purchase Agreement (the "Agreement") to acquire 100% of the shares and assets of China Enterprise Overseas Investment & Finance Group Limited ("CEI"). Pursuant to the agreement, the Company has agreed to issue 800 million restricted common shares of the Company to the owners of CEI.
Dahua Online Shopping Mall (http://www.dahuacheng.com) is an online shopping platform in the China market with two mainstream e-commerce models: business to business (B2B) and business to consumer (B2C). There are over 3,000 suppliers in China, which provide an online listing of millions of commodities. The real-time payment system of Dahua is convenient, safe and fast.
Dahua Online Shopping Mall has registered 31 million members as of November 17, 2014.
Pursuant to the Agreement, on or before January 1, 2015, CEI was to deliver to the Company, duly authorized, properly and fully executed documents in English, evidencing and confirming the sale of 100% of the shares of CEI and its assets, specifically detailing the assets and an asset valuation prepared by an independent professionally qualified valuator. The valuation report was received by the Company on January 28, 2015.
Additionally, the Agreement stated that both parties agreed that all the shares, pursuant to the terms and conditions of the agreement, shall be issued as soon as practicable following the signing of the agreement, but all the shares so issued were to be held in escrow until all terms and conditions are fulfilled.
As of the date of this filing, the various terms and conditions of the Agreement have been fulfilled on January 28, 2015, therefore, the share certificates representing the shares have been issued in the names of the CEI shareholders and the Agreement between the Company and CEI was closed on January 28, 2015.
On February 6, 2015, the Company signed a Sale and Purchase Agreement to acquire 100% of the shares and assets of Eternal Fairy International Ltd., ("EFI"), a British Virgin Islands corporation. Pursuant to the Agreement, the Company agreed to issue 1,200,000,000 (1.2 billion) restricted common shares of the Company to the shareholders of EFI. EFI which in turn owns Dongguan YouDai Financial Information Services Co., Ltd ("DYD"), a company incorporated in the People's Republic of China (the "PRC"). DYD is a company that focuses on peer-to-peer ("P2P") lending services. DYD provides a platform that matches lenders directly with the borrowers and charges a commission fee. Through our P2P platform, lenders can earn higher returns compared to savings and investment products offered by banks, where borrowers can borrow money at lower interest rates.
Effective September 22, 2015, the Company executed a Deed of Termination and Mutual Release (the "Termination") between the Company and EFI. The Termination cancels the Sale and Purchase Agreement to acquire 100% of the shares and assets of EFI, as reported via a Form 8-K dated February 6, 2015.
Currently, we do not yet have a source of revenue. We are not able to fund our cash requirements through our current operations. Historically, we were able to raise a limited amount of capital through a private placement of our equity stock and through loans from our president, but we are uncertain about our continued ability to obtain adequate capital to fund operating losses until we become profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations, our shareholders may lose some or all of their investment and our business may fail.
Our president and directors continue to provide their labor at no charge. When we are able to do so, we plan to hire up to 10 staff members during the next 12 months of operation, and will also rely on the services of independent professionals for the auditing, evaluation and legal requirements for our listing business.
Markets
We are working to establish and build a P2P online lending service platform and become one of the P2P on-line lending service providers in China.
Competition
Barrier to entry in the industry is low and there are many competitors. Our competitors have significantly greater financial and marketing resources than we do. There are no assurances that our efforts to compete in the marketplace will be successful.
Seasonality
The nature of our products and services does not appear to be affected by seasonal variations.
Government Regulations
Other than the required adherence to general business laws and regulatory disclosure, our services do not appear to be affected by any specific additional regulations. However, this does not preclude the possibility that governments where we operate or may eventually operate will not institute regulations that will make our company difficult or impossible to operate.
Intellectual Property
We currently hold rights to a registered database with 31 million members, and we have not filed for copyright or trademark protection for our name or services.
Research and Development
We have spent no time on specialized research and development activities, and have no plans to undertake any research or development in the future.
Environmental Matters
Our operations are not subject to environmental laws, including any laws addressing air and water pollution and management of hazardous substances and wastes and we do not anticipate capital expenditures for environmental control facilities.
Employees
We currently have four employees, including our president and directors who serve without remuneration. To the best of our knowledge, we are in compliance with local prevailing wage regulations. None of our employees is represented by any collective bargaining agreement, and our relationship with our employees is good.
ADDITIONAL INFORMATION
We are required to file quarterly, annual and current reports. The Company files its reports electronically with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other electronic information regarding issuers that file electronically with the SEC at http://www.sec.gov.
Item 1A. Risk Factors
As a "smaller reporting company", we are not required to provide the information required by this Item.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
Our principal place of business and corporate offices are located at Suite 2408, Dongfang Science and Technology Mansion, Nanshan District, Shenzhen, China 518000. The telephone number is (86)755-8316-0998. Our President, Mr. Jiang Libin, supplies our office space and telephone at no cost to us.
Item 3. Legal Proceedings.
We are not involved in any pending legal proceeding nor are we aware of any pending or threatened litigation against us.
Item 4. Mine Safety Disclosures.
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is not traded on any exchange but is currently available for trading in the over the counter market and is quoted on the Over the Counter Bulletin Board ("OTCBB") and on the OTC Pink operated by the OTC Markets Group, Inc. under the symbol "ELRE." Our stock was approved for quotation on the OTCBB in 2007. Trading in stocks quoted on these markets is often thin and is characterized by wide fluctuations in trading prices due to many factors that may have little to do with a company's operations or business prospects.
Over the counter securities are not listed or traded on the floor of an organized national or regional stock exchange. Instead, these securities transactions are conducted through a telephone and computer network connecting dealers in stocks. Over-the-counter issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchanges.
Trades in our common stock may be subject to Rule 15g 9 of the Securities Exchange Act of 1934, as amended, which imposes requirements on broker/dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, broker/dealers must make a special suitability determination for purchasers of the securities and receive the purchaser's written agreement to the transaction before the sale.
The SEC also has rules that regulate broker/dealer practices in connection with transactions in "penny stocks." Penny stocks generally are equity securities with a price of less than $5.00 (other than securities listed on certain national exchanges, provided that the current price and volume information with respect to transactions in that security is provided by the applicable exchange or system). The penny stock rules require a broker/dealer, before effecting a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker/dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker/dealer and salesperson compensation information, must be given to the customer orally or in writing before effecting the transaction, and must be given to the customer in writing before or with the customer's confirmation. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for shares of our common stock. As a result of these rules, investors may find it difficult to sell their shares.
The following table sets forth the quarterly high and low bid prices for the common stock from June 30, 2014 to June 30, 2016. The prices set forth below represent inter-dealer quotations, without retail markup, markdown or commission and may not be reflective of actual transactions
Holders
As of July 8, 2016, there were 1260 stockholders of record, and an aggregate of 991,770,362 shares of our common stock were issued and outstanding.
The transfer agent of our company's common stock is Transfer Online, Inc. at SE 512 Salmon Street, Portland OR 97214.
Description of Securities
The authorized capital stock of our company consists of 3,000,000,000 shares of common stock, at $0.001 par value.
Dividend Policy
We have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.
Equity Compensation Plan Information
Recent Sales of Unregistered Securities
Effective November 20, 2014, the Company issued 800 million restricted common shares to the stockholders of CEI, for acquiring 100% of the ownership of CEI.
Purchase of Equity Securities by the Issuer and Affiliated Purchasers
We did not purchase any of our shares of common stock or other securities during our fourth quarter of our fiscal year ended March 31, 2015.
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Item 1A.
Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
Yinfu Gold Corporation (the "Company") is a Wyoming corporation incorporated on September 1, 2005, under the name Ace Lock & Security, Inc. Our name was changed to Yinfu Gold Corporation as of November 18, 2010. We are working to establish and build a peer-to-peer ("P2P") online lending service platform.
We have had limited operations and based upon our reliance on the sale of our common stock and the advances from our president, there are no assurances of any future source of funds for our operations.
Plan of Operation
We devote substantial efforts to establishing a P2P online lending service platform. However, our planned principal operations have not yet commenced.
In 2016, we plan to establish the Company as a known P2Ponline lending service provider. We provide an online lending platform that matches lenders directly with the borrowers and charge a commission fee. Through our P2P platform, lenders can earn higher returns compared to savings and investment products offered by banks, while borrowers can borrow money at lower interest rate.
Need for Additional Capital
If we are unable to meet our needs for cash from either our operations, or possible alternative sources, then we may be unable to continue, develop, or expand our operations.
If we are unable to complete any phase of our development program or fail to raise additional capital to maintain our operations in the future, we may be unable to carry out our full business plan or we may be forced to cease operations.
The following results of operations reflect the historical financial statements prior to the acquisition of China Enterprise Overseas Investment & Finance Group Limited ("CEI") and have been prepared to give retroactive effect to the reverse acquisition completed on January 28, 2015, and represent the operations of CEI only. The consolidated financial statements after the acquisition date, January 28, 2015 include the balance sheets of both companies at historical cost, the historical results of CEI and the results of the Company from the acquisition date.
We have generated no revenues and have incurred $48,433 in expenses through March 31, 2015.
The following table provides selected financial data about our company as of March 31, 2015 and 2014.
As of March 31, 2015, the Company's cash balance was $74 compared to $0 as of March 31, 2014, and our total assets as of March 31, 2015, were $150,075 compared with $0 as of March 31, 2014. The increase in total assets was primarily attributed to the acquisition of CEI, a British Virgin Islands corporation.
As of March 31, 2015, the Company had total liabilities of $629,771 compared with total liabilities of $0 as of March 31, 2014. The increase in total liabilities was primarily attributed to an increase in related party debt owed to the President and Mr. Tsap Wai Ping, the former President of the Company (the "Former President"), and to an increase in accounts payable and accrued liabilities.
Revenues
The Company has generated no operating revenues during the years ended March 31, 2015 and 2014.
Operating expenses
For the year ended March 31, 2015, total operating expenses were $48,433 which consisted solely of professional fees. For the year ended March 31, 2014 total operating expenses were $0. The increase in professional fees was primarily due to the cost of complying with the SEC reporting requirements during the year ended March 31, 2015
Liquidity and Capital Resources