UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended June 30, 2013
| |
o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from [ ] to [ ]
| |
Commission file number 000-54528 | |
GOLDEN GLOBAL CORP. |
(Exact name of registrant as specified in its charter) |
Nevada |
| N/A |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
# 94 – 5348 Vegas Drive, Las Vegas, NV |
| 89108-2347 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant's telephone number, including area code: (702) 472-8844
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
| Name of Each Exchange On Which Registered |
N/A |
| N/A |
Securities registered pursuant to Section 12(g) of the Act:
N/A |
(Title of class) |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes þ No o
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the last 90 days. Yes þ No o
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | o | Accelerated filer | o |
Non-accelerated filer | o | Smaller reporting company | þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
The aggregate market value of Common Stock held by non-affiliates of the Registrant on December 31, 2012 was $290,602.87 based on a $0.0079 average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.
46,113,507 common shares as of October 12, 2013.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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TABLE OF CONTENTS
ITEM 1B. UNRESOLVED STAFF COMMENTS
ITEM 4. MINE SAFETY DISCLOSURES
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 18
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 37
ITEM 9A. CONTROLS AND PROCEDURES
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 11. EXECUTIVE COMPENSATION
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 43
ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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PART I
ITEM 1. BUSINESS
This annual report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
In this annual report, unless otherwise specified, all dollar amounts are expressed in United States Dollars and all references to “common shares” refer to the common shares in our capital stock.
As used in this annual report, the terms “we”, “us”, “our company”, mean Golden Global Corp. a Nevada corporation, and our wholly-owned subsidiary, Golden Global Mining Corporation, an Alberta company, unless otherwise indicated.
Corporate History
We were incorporated on December 9, 2009, under the laws of the State of Nevada. We have a wholly-owned subsidiary, Golden Global Mining Corporation, incorporated under the laws of the Province of Alberta. Our principal executive offices are located at # 94 – 5348 Vegas Drive, Las Vegas, NV 89106-2347. Our telephone number is (702) 472 8844. The number for our Canadian office is (780) 443 4652 and the direct line for our President and CEO in the US is (713) 502 4230
Other than as set out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.
Our Current Business
We are a start up, exploration stage company. We have only recently begun operations and we rely upon the sale of our securities to fund those operations as we have not generated any revenue. Our top priority is to begin mining our placer gold claims on our “McDame” property located in north central British Columbia, Canada. The McDame property consists of placer claims #362586 and #363240, located near Cassiar, in the Liard Mining Division of British Columbia, Canada. Our long term aim is to explore and, if warranted, develop further mining by acquiring other leases. We have a copper lease in the Democratic Republic of Congo (DRC) which we will explore if we have sufficient capital resources. Our company is also currently in the initial stage of considering whether to obtain property rights for pursuing mining of the rare earth element tantalum in the DRC in Africa.
Due to our limited capital, we have focused on our McDame property, and will first be undertaking preparation activities. If we are successful in raising sufficient capital, we will be ready to start mining as soon as funds are received. Unless we are able to raise additional capital, we will not be able to undertake work on copper and tantalum mining.
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Competition
The mineral exploration industry is highly competitive. We are a new exploration stage company and have a weak competitive position in the industry. We compete with junior and senior mineral exploration companies, independent producers and institutional and individual investors who are actively seeking to acquire mineral exploration properties throughout the world together with the equipment, labor and materials required to operate on those properties. Competition for the acquisition of mineral exploration interests is intense with many mineral exploration leases or concessions available in a competitive bidding process in which we may lack the technological information or expertise available to other bidders.
Many of the mineral exploration companies with which we compete for financing and for the acquisition of mineral exploration properties have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquiring mineral exploration interests of merit or on exploring or developing their mineral exploration properties. This advantage could enable our competitors to acquire mineral exploration properties of greater quality and interest to prospective investors who may choose to finance their additional exploration and development. Such competition could adversely impact our ability to attain the financing necessary for us to acquire further mineral exploration interests or explore and develop our current or future mineral exploration properties.
We also compete with other junior mineral exploration companies for financing from a limited number of investors that are prepared to invest in such companies. The presence of competing junior mineral exploration companies may impact our ability to raise additional capital in order to fund our acquisition or exploration programs if investors perceive that investments in our competitors are more attractive based on the merit of their mineral exploration properties or the price of the investment opportunity. In addition, we compete with both junior and senior mineral exploration companies for available resources, including, but not limited to, professional geologists, land specialists, engineers, camp staff, helicopters, float planes, mineral exploration supplies and drill rigs.
General competitive conditions may be substantially affected by various forms of energy legislation and/or regulation introduced from time to time by the governments of the United States and other countries, as well as factors beyond our control, including international political conditions, overall levels of supply and demand for mineral exploration.
In the face of competition, we may not be successful in acquiring, exploring or developing profitable mineral properties or interests, and we cannot give any assurance that suitable mineral properties or interests will be available for our acquisition, exploration or development.
Market, Customers and Distribution Methods
Although there can be no assurance, large and well capitalized markets are readily available for all metals and precious metals throughout the world. A very sophisticated futures market for the pricing and delivery of future production also exists. The price for metals is affected by a number of global factors, including economic strength and resultant demand for metals for production, fluctuating supplies, mining activities and production by others in the industry, and new and or reduced uses for subject metals.
The mining industry is highly speculative and of a very high risk nature. As such, mining activities involve a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Few mining projects actually become operating mines.
The mining industry is subject to a number of factors, including intense industry competition, high susceptibility to economic conditions (such as price of metal, foreign currency exchange rates, and capital and operating costs), and political conditions (which could affect such things as import and export regulations, foreign ownership restrictions). Furthermore, the mining activities are subject to all hazards incidental to mineral exploration, development and production, as well as risk of damage from earthquakes, any of which could result in work stoppages, damage to or loss of property and equipment and possible environmental damage. Hazards such as unusual or unexpected geological formations and other conditions are also involved in mineral exploration and development.
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Intellectual Property
We hold copyright in the contents of our website, www.goldenglobal.ca. However, certain materials licensed from third parties (such as photographs, for example) may appear on our website from time to time. We have not filed for any protection of our trademark, and we do not have any other intellectual property.
Government Regulation
The British Columbia Ministry of Energy and Mines governs the operations of all mines with in the province of British Columbia. The Federal Government has jurisdiction over the Province regarding fisheries as well as environmental concerns.
There are significant differences in obtaining a permit for a Placer Mine, like the McDame property, verses a permit to hard rock mine. The necessary permitting to hard rock mine can take as long as three years for the operator to become fully permitted, whereas placer mining operations takes 30 to 90 days. The reason for this is the impact Hard Rock Mining can have on the environment and local communities verses placer mining. There is no dangerous chemicals or emission required or allowed to be used in placer mining and they are a much smaller operation that are usually seasonal compared to hard rock mines that are permanent requiring a large infrastructure.
The first step to be taken in placer mining is to have legal possession of the land you are to mine. Then you must apply for a permit and that application is called “Notice of Work and Reclamation Program on a Placer Property”. This application is (presently) forwarded to the Regional Mines Inspector who advises the applicant of any deficiencies if any and advises of the amount of bonding required for reclamation. The bonding amount is usually based on the amount of surface area disturbed and varies from location to location. It is estimated from past experience that the bonding for the McDame project will be somewhere between $5,000.00 and $10,000.00. The bond is used to ensure that proper reclamation takes place and the bond will not be released until such time that is completed and approved by the Mines Inspector.
First Nations are also now involved in the approval of all mining permits and have never to date declined the approval of a placer mining permit. Once the Mines Inspector has approved the “Notice of Work and Reclamation Program on a Placer Property” he will authorize the issuance of a permit allowing the applicant to commence operation under the guidelines set forth. These guidelines include but may not be limited to a closed circuit water system for washing the material being processed and the plant and tailings ponds 100 meter distances from any streams or lakes. Tailings ponds to be constructed as set forth in the regulations and the mines site kept in a neat and orderly fashion allowing all equipment to work without endangering operations of one another. There must also be certified environment fuel storage tanks on site and limited fire-fighting equipment such as pick axes, shovels, water spray cans and a first aid attendant with a Level One First Aid Kit, stretcher and backboard available along with Satellite phone communication to local air ambulance and hospitals. The reclamation may be carried out as the mining progresses or at the end of the mining season being no later than November 1st of each year and in the event of abandonment before equipment is removed from property. The Mines Inspector inspects the mining operation once or twice during an operating year.
Environmental Regulations
We are not aware of any material violations of environmental permits, licenses or approvals that have been issued with respect to our operations. We expect to comply with all applicable laws, rules and regulations relating to our business, and at this time, we do not anticipate incurring any material capital expenditures to comply with any environmental regulations or other requirements.
While our intended projects and business activities do not currently violate any laws, any regulatory changes that impose additional restrictions or requirements on us or on our potential customers could adversely affect us by increasing our operating costs or decreasing demand for our products or services, which could have a material adverse effect on our results of operations.
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Employees
As of October 12, 2013 we have two full-time employees. Our President and Chief Executive Officer, Chief Financial Officer, treasurer and secretary, Robert Leyne Lee works full time for the company. Our former President and CEO and Director, John Robert Hope, became Director of our wholly owned subsidiary, Golden Global Mining Corporation after he resigned on September 12, 2013, and also serves as Mining Consultant for the company. His position is full time and he is also responsible for all mining activities that the company may undertake in Africa and/or any other countries.
We currently engage independent contractors in the areas of accounting and legal services. Once our financial situation permits we plan to engage independent contractors in the areas of marketing, bookkeeping, investment banking and other services, including at least 3 part time consultants who will each focus on sales and marketing, business development and investor relations.
Research and Development
We have not spent any amounts on items which have been classified as research and development activities in our financial statements during the last three fiscal years.
Going Concern
We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. At this time, we cannot provide our shareholders and investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any firm arrangements in place for any future equity financing but is constantly working at all avenues available to us to obtain the financing we need.
Subsidiaries
We have one wholly-owned subsidiary, Golden Global Mining Corporation, an Alberta company.
Reports to Security Holders
We are not required to deliver an annual report to our stockholders but will voluntarily send an annual report, together with our annual audited financial statements upon request. We are required to file annual, quarterly and current reports, proxy statements, and other information with the Securities and Exchange Commission. Our Securities and Exchange Commission filings are available to the public over the Internet at the SEC's website at http://www.sec.gov.
The public may read and copy any materials filed by us with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. We are an electronic filer. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The Internet address of the site is 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
Not applicable.
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ITEM 2. PROPERTIES
Our principal executive offices are located at #94 – 5348 Vegas Drive, Las Vegas, NV 89108-2347 and we pay approximately $100.00 per month for the use of this space. Our telephone number is (702) 472-8844.
McDame Property
Location and Access
The McDame property is located120 kilometers north-northeast of the town of Dease Lake, in the north-central part of British Columbia, Canada and 140 kilometers SSW of the town of Watson Lake, Yukon. It is situated on NTS map sheets 104P/05 (B.C. claim map 104 P, 023), at Latitude 59 degrees 16’34”N, Longitude 129 degrees 33’44”W, and is entered at UTM coordinates 657000 m N and 465000 m E, using the NAD27, Zone 9 datum point. The property consists of two Placer leases and two Placer claims which cover a total of approximately 182.7 hectares.
Access to the McDame Property is by a paved all-weather road, British Columbia Highway 37 (Stewart-Cassiar Highway) from Watson Lake, Yukon, a distance of 140 kilometers and approximately a 2 hour drive in good weather. Chartered flights can be made into the Cassiar airstrip located at coordinates 453738 E, 671429 N. Commercial air service is available to Dease Lake and Watson Lake.
The McDame property occupies part of an upland plateau ranging between 800-1300 meters above sa level. Rising above this from 1600 to 2600 meters are the peaks and ridges of the Cassiar mountain range. Within the plateau is the drainage basin of the Dease River. McDame Creek is a major component of this system and flows in a general west to east direction.
The climate is characterized by short, warm summers and long, cold winters. The mining is anticipated to last between May 1 and September 30, depending on weather conditions.
The property has amble water throughout the summer. Electrical power, if required, can be accessed from Highway 37 or may be negotiated from the local operating mines. There are only small villages along Highway 37 where some food and accommodation can be found.
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![[gldg10k63013aqsfinal001.jpg]](gldg10k63013aqsfinal001.jpg)
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![[gldg10k63013aqsfinal002.jpg]](gldg10k63013aqsfinal002.jpg)
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![[gldg10k63013aqsfinal003.jpg]](gldg10k63013aqsfinal003.jpg)
Ownership Interest
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On May 16, 2010, we purchased placer claims #362586 and #363240, located near Cassiar, in the Liard Mining Division of British Columbia, Canada for a total purchase price of $20,010 (Canadian). The purchase price consisted of an initial $10,000 (Canadian) payment in cash and 167,000 shares of our common stock at a value of $0.03 (Canadian) and a subsequent payment of $5,000 (Canadian) to be paid by November 20, 2010, which we paid via a stock issuance on September 27, 2010. The claims we purchased give us the right to explore, mine and produce all minerals lying on the surface of the property. We are also required to pay annual fees to the province of British Columbia of approximately $600 per year per claim.
After the acquisition of placer claims #362586 and #363240, our former president and chief executive officer, chief financial officer, treasurer and secretary, John Hope, registered two additional placer leases: #776902 and #776862 in the name of our Company. All four claims are physically connected. All claims are now owned directly by us.
The total amount of land covered by the claims and leases we own is approximately 182.7 hectares. The table below presents the details of the McDame concessions.
Certificate Number | Area (Hectares) | Staking Date | Expiration Date |
363240 | 50 | June 7, 1998 | October 30, 2014 |
362586 | 50 | May 14, 1998 | October 30, 2014 |
776902 | 66.16 | May 20, 2010 | October 30, 2014 |
776862 | 16.54 | May 20, 2010 | October 30, 2014 |
History of Previous Operations*
Placer gold was first discovered in McDame Creek in 1874, as part of the Cariboo gold rush farther south. The mining was undertaken by individual operators using primitive shoveling and washing techniques, with some limited drifting into the upper bench of stratified sand and gravel.
Most of the historical gold was recovered from the lower bench on the north side of McDame Creek. The richest ground was the low ground of a series of tributary creeks which covered a stretch of ground from Quartz Creek downstream for 20 kilometers to the old town of Centreville. However, on the Second North Fork (approximately 9 kilometers downstream from our McDame property claims), a tunnel was driven for 160 meters into the old upper channel. Small dredging operations were carried out on McDame Creek around Centreville in the 1920’s, with some success. A small amount of hydraulic mining (cutting and washing of stratified sand and gravel using high pressure water lines) was carried out up-stream at Quartz Creek.
In the early 1930s there was still a large area of untested ground in the creek bed where it cuts across the old channel above old workings. The ground was wet and was considered to need drainage prior to being tested. Since the 1930s only intermittent placer mining operations have been carried out in these creeks.
*The historical information contained in this section of the Prospectus may be found in Bulletin 28 Placer Gold Production of British Columbia by Stuart S. Hall. Galloway J.D., 1932 Annual Report of Mines of the Province of British Columbia, for the year ending 31st December 1931.
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![[gldg10k63013aqsfinal004.jpg]](gldg10k63013aqsfinal004.jpg)
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![[gldg10k63013aqsfinal005.jpg]](gldg10k63013aqsfinal005.jpg)
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![[gldg10k63013aqsfinal006.jpg]](gldg10k63013aqsfinal006.jpg)
Plan of Exploration
We conducted initial exploration investigation during the summer and fall of 2010. Ten test pits were dug by our excavator and one cubic yard of material from each pit was processed through our test plant and 2 grams of gold was recovered, equating to .20 grams of gold per cubic yard. In the fall of 2011, our Company rented a D8 caterpillar dozer and cleared a sufficient amount of land of trees to commence its mining operations. We intend to conduct additional exploration on the McDame property in late 2013 or the Spring of 2014, as weather conditions and
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financing allows. We have allocated $45,000 as a budget for this program, which will involve large scale bulk testing to advance and better define the reserves and grade of the property. This program is a one phase program consisting of an excavator, bulldozer testing plant, geologist, two equipment operators and one laborer for one month. The anticipated program costs are broken down as follows:
Operations |
| Cost ($) |
| |
|
|
|
| |
2 equipment operators |
|
| 10,000 |
|
1 general laborer |
|
| 3,500 |
|
1 Geologist |
|
| 15,000 |
|
Rental fee for a bulldozer |
|
| 10,000 |
|
Fuel and miscellaneous |
|
| 6,500 |
|
|
|
|
|
|
Total |
|
| 45,000 |
|
We own a testing plant and excavator which are already on the property, so we will not incur additional costs for these items. This is the projected plan recommended by the Directors and Officers of our company based on cost estimates prepared by John Hope, our former president, chief executive officer, chief financial officer, treasurer and secretary and director who now serves as our Mining Consultant. The estimates were prepared based on prevailing labor and equipment costs and exploration standards in the Canadian mining industry. The estimates are based on Mr. Hope’s personal analysis and not on third party statistics or evidence. Mr. Hope will be supervising the testing program. We anticipate that we will engage Mr. Duncan J. Bain, Ph. D. P. Geo. a graduate of the University of Western Ontario in London, Canada to guide our exploration and development activities as Mr. Bain has been involved in drafting a report on this property for us. Mr. Bain received a Bachelor of Science degree in Geology in 1977, and received a Ph. D. in Geology from the University of Western Ontario in 2010. Mr. Bain is also a Fellow of the Geological Association of Canada, a member of the Prospectors and Developers Association of Canada for more than 20 years, and has practiced continuously as an exploration, development and mine Geologist since graduating in 1977.
Glossary of Technical Terms
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ITEM 3. LEGAL PROCEEDINGS
We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.
ITEM 4. MINE SAFETY DISCLOSURES
The Company is not subject to the mine safety disclosure requirements and other regulatory matters required by Section 1503 (1) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock trades on the OTC market on their OTCQB tier of fully reporting companies. Our Trading symbol is GLDG.
On October 12, 2013, the list of stockholders for our shares of common stock showed 128 registered stockholders and 46,113, 507 shares of common stock are outstanding.
Dividends
We have not declared any dividends on our common stock since the inception of our company on December 9, 2009. There is no restriction in our Articles of Incorporation and Bylaws that will limit our ability to pay dividends on our common stock. However, we do not anticipate declaring and paying dividends to our shareholders in the near future.
Equity Compensation Plan Information
As of June 30, 2013, we have not adopted an equity compensation plan under which our common stock is authorized for issuance.
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 the year ended June 30, 2013
Recent Sales of Unregistered Securities
On May 2, 2012, we entered into a securities purchase agreement with Asher. The securities purchase agreement allows an issuance and sale to Asher of an unsecured convertible promissory note in a private transaction with a principal amount of $42,500. The proceeds received from the transaction will be used for general working capital. The convertible promissory note bears interest at an annual rate of 8% which is to be paid with principal in full on the maturity date of February 4, 2013. The principal amount of the convertible promissory note together with interest may be converted into shares of our common stock, par value of $0.0001, at the option of Asher at a conversion price equal to 55% at the market price for the convertible shares during the ten trading days prior to the conversion.. To date, the convertible promissory note has not been repaid or converted in full.
ITEM 6. SELECTED FINANCIAL DATA
As a “smaller reporting company”, we are not required to provide the information required by this Item.
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 for the years ended June 30, 2013 and June 30, 2012 that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this registration statement, particularly in the section entitled "Risk Factors" beginning on page 8 of this annual report.
Our consolidated audited financial statements are stated in Canadian Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.
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Plan of Operation
Not accounting for our working capital deficit of $332,474, we require additional funds of approximately $225,000 at a minimum to proceed with our plan of operation over the next twelve months. As we do not have the funds necessary to cover our projected operating expenses for the next twelve month period, we will be required to raise additional funds through the issuance of equity securities, through loans or through debt financing. There can be no assurance that we will be successful in raising the required capital or that actual cash requirements will not exceed our estimates. We intend to fulfill any additional cash requirement through the sale of our equity securities.
If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to scale down or perhaps even cease the operation of our business.
Capital Expenditures
We do not intend to invest significant funds in capital expenditures during the twelve-month period ending June 30, 2013.
General and Administrative Expenses
We expect to spend $225,000 during the twelve-month period ending June 30, 2013 on general and administrative expenses including legal and auditing fees, rent, office equipment and other administrative related expenses.
Product Research and Development
We do not anticipate expending any funds on research and development, manufacturing and engineering over the twelve months ending June 30, 2013.
Purchase of Significant Equipment
We do not intend to purchase any significant equipment over the twelve months ending June 30, 2013.
Results of Operations for the Years Ended June 30, 2012 and 2011
The following summary of our results of operations should be read in conjunction with our audited financial statements for the years ended June 30, 2013 and 2013.
Our operating results for the years ended June 30, 2013 and 2012 are summarized as follows:
|
| Year Ended |
| |||||
|
| June 30 |
| |||||
|
| 2013 |
|
| 2012 |
| ||
|
|
|
|
|
|
| ||
Revenue |
| $ | Nil |
|
| $ | Nil |
|
Operating Expenses |
| $ | 181,258 |
|
| $ | 292,790420,454 |
|
Net Loss |
| $ | (158,639 | ) |
| $ | (454,944 | ) |
Revenues
We have not earned revenues since our inception.
Operating Expenses
Our operating expenses for the year ended June 30, 2013, and June 30, 2011 2012 are outlined in the table below:
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|
| Year Ended |
| |||||
|
| June 30 |
| |||||
|
| 2013 |
|
| 2013 |
| ||
|
|
|
|
|
|
| ||
Administration fees |
| $ | 11,325 |
|
| $ | 33,975 |
|
Consulting fees |
| $ | 169,912 |
|
| $ | 21,775 |
|
Depreciation |
| $ | 42,152 |
|
| $ | 42,95042,152 |
|
Professional fees |
| $ | 43,752 |
|
| $ | 32,810 |
|
Office and general |
| $ | 47,016 |
|
| $ | 149,463 |
|
Travel expenses |
| $ | 1,000 |
|
| $ | 14,792 |
|
The decrease in operating expenses for the year ended June 30, 2013, compared to fiscal 2012, was mainly due to decreased administrative and office and general expenses.
Liquidity and Financial Condition
As of June 30, 2013, our total assets were $77,196, our total liabilities were $339,275 and we had working capital deficit of $332,474. Our financial statements report a net loss of $158,639 for the year ended June 30, 2013, and a net loss of $158,639 for the year ended June 30, 2013.
We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed. In this regard we have raised additional capital through equity offerings and loan transactions.
Cash Flows |
|
|
|
|
|
| ||
|
| At |
|
| At |
| ||
|
| June 30, 2013 |
|
| June 30, 201 |
| ||
|
|
|
|
|
|
| ||
Net Cash (Used in) Operating Activities |
| $ | (65,613 | ) |
| $ | (240,483 | ) |
Net Cash Provided by (Used In) Investing Activities |
| $ | 45,000 |
|
| $ | (764 | ) |
Net Cash Provided by Financing Activities |
| $ | (3,225 | ) |
| $ | 242,034 |
|
Cash (decrease) increase during the year |
| $ | (23,838 | ) |
| $ | 787 |
|
We had cash in the amount of $30,620 as of June 30, 2013 as compared to $29,833 as of June 30, 2012. We had a working capital deficit of $332,474 as of June 30, 2013 compared to working capital surplus of $292,088 as of June 30, 2012.
Our principal sources of funds have been from sales of our common stock and our subsidiary’s preferred shares.
Anticipated Cash Requirements
We estimate that our expenses over the next 12 months will be approximately $225,000 as described in the table below. These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital from shareholders or other sources.
Description | Estimated Completion Date | Estimated Expenses ($) |
Legal and accounting fees | 12 months | 70,000 |
Exploration expenses | 12 months | 40,000 |
Investor relations and capital raising | 12 months | 5,000 |
Management and operating costs | 12 months | 45,000 |
Salaries and consulting fees | 12 months | 35,000 |
Fixed asset purchases | 12 months | 10,000 |
- 20 -
General and administrative expenses | 12 months | 20,000 |
Total |
| 225,000 |
We intend to meet our cash requirements for the next 12 months through a combination of debt financing and equity financing by way of private placements. We currently do not have any arrangements in place to complete any private placement financings and there is no assurance that we will be successful in completing any such financings on terms that will be acceptable to us.
If we are not able to raise the full $225,000 to implement our business plan as anticipated, we will scale our business development in line with available capital. Our primary priority will be to retain our reporting status with the SEC, which means that we will first ensure that we have sufficient capital to cover our legal and accounting expenses. Once these costs are accounted for, in accordance with how much financing we are able to secure, we will focus on product acquisition, testing and servicing costs as well as marketing and advertising of our products. We will likely not expend funds on the remainder of our planned activities unless we have the required capital.
Contractual Obligations
As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.
Going Concern
The consolidated audited financial statements included with this annual report have been prepared on the going concern basis which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business. Accordingly, the audited financial statements do not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company”, we are not required to provide the information required by this Item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our consolidated audited financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.
- 21 -
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Golden Global Corp. (An Exploration Stage Company):
We have audited the accompanying consolidated balance sheets of Golden Global Corp. and its subsidiary (the "Company") as of June 30, 2013 and 2012, and the consolidated statements of operations, stockholders’ equity, and cash flows for the years ended June 30, 2013 and 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Golden Global Corp. and its subsidiary as of June 30, 2013 and 2012, and the results of their operations and their cash flows for the years ended June 30, 2013 and 2012 in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 1 to the consolidated financial statements, at June 30, 2013, the Company had not yet achieved profitable operations and has accumulated losses of $936,431 since its inception. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Calgary, Canada![[gldg10k63013aqsfinal008.gif]](gldg10k63013aqsfinal008.gif)
October 8, 2013
Chartered Accountants
- 22 -
Golden Global Corporation |
|
|
|
(An Exploration Stage Company) |
|
| |
Consolidated Balance Sheets |
|
|
|
Stated in Canadian dollars |
|
|
|
| June 30, 2013 | June 30, 2012 | |
ASSETS |
|
|
|
|
|
|
|
Current |
|
|
|
Cash and cash equivalents | $ 6,782 |
| $ 30,620 |
Sales tax and other receivable | 19 |
| 772 |
|
|
|
|
Total current assets | 6,801 |
| 31,392 |
|
|
|
|
Property and equipment |
|
|
|
Property and Equipment (Note 3) | 50,383 |
| 101,964 |
Mineral properties, unproven (Note 6) | 20,012 |
| 43,196 |
|
|
|
|
Total property and equipment | 70,395 |
| 145,160 |
|
|
|
|
Total Assets | $ 77,196 |
| $ 176,552 |
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
Current |
|
|
|
Accounts payable and accrued liabilities | $ 55,936 |
| $ 13,781 |
Due to related parties (Note 5) | 171,031 |
| 184,068 |
Fair value of embedded derivative (Note 6) | 95,344 |
| 115,574 |
Dividend payable | 16,964 |
| 10,057 |
|
|
|
|
Total Liabilities | 339,275 |
| 323,480 |
Going concern (Note 1) |
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
Capital Stock (Note 7) |
|
|
|
Authorized: |
|
|
|
1,500,000,000 with a par value of $0.0001 |
|
|
|
Outstanding but not issued |
|
|
|
46,113,507 common stock (2012 - 37,647,417) (Note 7) | 4,612 |
| 3,765 |
Additional paid in capital | 625,798 |
| 576,250 |
Deficit accumulated during the exploration stage | (968,453) |
| (802,907) |
|
|
|
|
| (338,043) |
| (222,892) |
Equity attributable to noncontrolling interest | 75,964 |
| 75,964 |
Total Stockholders' Equity | (262,079) |
| (146,928) |
|
|
|
|
Total Liabilities and Stockholders' Equity | $ 77,196 |
| $ 176,552 |
The accompanying notes are an integral part of these financial statements.
- 23 -
Golden Global Corporation |
|
|
|
|
(An Exploration Stage Company) |
|
|
| |
Consolidated Statements of Operations |
|
|
|
|
Stated in Canadian dollars |
|
|
|
|
|
| For the year ended June 30, 2013 | For the year ended June 30, 2012 | |
|
|
|
|
|
Expenses |
|
|
|
|
Administration fees |
| $ 6,300 |
| $ 11,325 |
Consulting fees |
| 48,000 |
| 169,912 |
Depreciation |
| 35,090 |
| 42,152 |
Professional fees |
| 43,752 |
| 32,810 |
Office and general |
| 47,016 |
| 149,463 |
Travel expenses |
| 1,000 |
| 14,792 |
|
| (181,158) |
| (420,454) |
|
|
|
|
|
Other items |
|
|
|
|
Foreign exchange loss |
| (3,099) |
| (313) |
Gain on sale of property and equipment |
| 28,509 |
| 2,094 |
Gain / (Loss) on change in fair value of embedded derivative | 20,230 |
| (36,356) | |
Impairment of assets |
| (23,184) |
| - |
Interest income |
| 63 |
| 85 |
|
|
|
|
|
Net loss and comprehensive loss for the period |
| (158,639) |
| (454,944) |
Preferred shares dividend |
| (6,907) |
| (6,926) |
|
|
|
|
|
Attributed to common stockholders |
| $ (165,546) |
| $ (461,870) |
|
|
|
|
|
Basic and diluted income (loss) per share |
| $ (0.004) |
| $ (0.013) |
|
|
|
|
|
Weighted average number of shares outstanding |
| 44,024,621 |
| 34,622,348 |
The accompanying notes are an integral part of these financial statements.
- 24 -
Golden Global Corporation | |||||||||||||
(An Exploration Stage Company) | |||||||||||||
Consolidated Statements of Stockholders' Equity | |||||||||||||
Stated in Canadian dollars | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common Stock |
| Additional Paid-in Capital |
| Deficit Accumulated During the Exploration Stage |
| Equity attributable to Golden Global Corp Shareholders |
| Equity attributable to noncontrolling interests |
| Total Equity | ||
|
|
|
|
|
| ||||||||
| Shares |
| Amount |
|
|
|
|
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, July 1, 2011 | 34,222,417 |
| $ 3,422 |
| $ 446,843 |
| $ (341,037) |
| $ 109,228 |
| $ 75,964 |
| $ 185,192 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common shares, cash | 25,000 |
| 3 |
| 2,247 |
| - |
| 2,250 |
| - |
| 2,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common shares, | 3,400,000 |
| 340 |
| 127,160 |
| - |
| 127,500 |
| - |
| 127,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend | - |
| - |
| - |
| (6,926) |
| (6,926) |
| - |
| (6,926) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss and comprehensive loss | - |
| - |
| - |
| (454,944) |
| (454,944) |
|
|
| (454,944) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2012 | 37,647,417 |
| $ 3,765 |
| $ 576,250 |
| $ (802,907) |
| $ (222,892) |
| $ 75,964 |
| $ (146,928) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common shares, | 2,500,000 |
| 250 |
| 37,250 |
| - |
| 37,500 |
| - |
| 37,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common shares, | 5,966,090 |
| 597 |
| 12,298 |
| - |
| 12,895 |
| - |
| 12,895 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend | - |
| - |
| - |
| (6,907) |
| (6,907) |
| - |
| (6,907) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss and comprehensive loss | - |
| - |
| - |
| (158,639) |
| (158,639) |
| - |
| (158,639) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2013 | 46,113,507 |
| $ 4,612 |
| $ 625,798 |
| $ (968,453) |
| $ (338,043) |
| $ 75,964 |
| $ (262,079) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these financial statements.
- 25 -
Golden Global Corporation | |||
(An Exploration Stage Company) | |||
Consolidated Statements of Cash Flows | |||
Stated in Canadian dollars |
|
|
|
| For the year ended |
| For the year ended |
Operating activities |
|
|
|
Net loss for period | $ (158,639) |
| $ (454,944) |
Share-based payment for consulting expenses | 37,500 |
| 127,500 |
Depreciation | 35,090 |
| 42,152 |
Gain / (Loss) on change in fair value of | (20,230) |
| 36,356 |
Gain on sale of property and equipment | (28,509) |
| (2,094) |
Foreign exchange loss | 3,083 |
| - |
Impairment of assets | 23,184 |
| - |
Changes in non-cash working capital balances |
|
|
|
Sales tax and other receivable | 753 |
| 4,042 |
Accounts payable and accrued liabilities | 42,155 |
| 6,505 |
Net cash used in operating activities | (65,613) |
| (240,483) |
|
|
|
|
Financing activities |
|
|
|
Issuance of capital stock | - |
| 2,250 |
Issuance of preferred shares, net | - |
| - |
Dividends to noncontrolling interest | - |
| (6,926) |
Advance from related parties | (13,037) |
| 167,492 |
Convertible promissory notes | 9,812 |
| 79,218 |
Net cash proved by (used in) financing activities | (3,225) |
| 242,034 |
|
|
|
|
Investing activities |
|
|
|
Purchase of mineral properties | - |
| (13,159) |
Purchase of equipment | - |
| (1,255) |
Sale of equipment | 45,000 |
| 13,650 |
Net cash used in investing activities | 45,000 |
| (764) |
|
|
|
|
Increase (decrease) in cash and | (23,838) |
| 787 |
Cash and cash equivalents, beginning of the period | 30,620 |
| 29,833 |
Cash and cash equivalents, end of the period | $ 6,782 |
| $ 30,620 |
The accompanying notes are an integral part of these financial statements.
- 26 -
GOLDEN GLOBAL CORP.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2013 and 2012
Stated in Canadian dollars
Note 1 – Nature and Continuance of Operations
Golden Global Corp. ("the Company"), incorporated in the State of Nevada, USA on December 10, 2009, and its wholly-owned subsidiary are engaged in the acquisition, exploration and development of precious metal properties. The Company’s wholly owned subsidiary is Golden Global Mining Corporation which was incorporated in the Province of Alberta, Canada on January 10, 2010. The Company is an exploration stage company in the process of exploring its mineral properties in British Columbia, Canada, and has not yet determined whether these properties contain reserves that are economically recoverable.
These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At June 30, 2013, the Company had not yet achieved profitable operations and has accumulated losses of $968,453 since its inception. The Company expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management anticipates that additional funding will be in the form of equity financing from the sale of common stock. Management may also seek to obtain short-term loans from the directors of the Company. There are no current arrangements in place for equity funding or short-term loans.
Note 2 – Summary of Significant Accounting Policies
Basis of Presentation
The Company’s consolidated financial statements are prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). These consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All intercompany accounts and transactions are eliminated upon consolidation.
Functional Currency
The Company’s functional currency is the Canadian dollar. All amounts shown on these statements are stated in Canadian dollars.
Development Stage Company
The Company is a development stage company as defined in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 205-915, Development Stage Entities. The Company is still in the developmental stage, devoting substantially all of its present efforts to establishing its business. All losses accumulated since inception has been considered as part of the Company’s development stage activities.
- 27 -
GOLDEN GLOBAL CORP.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2013 and 2012
Stated in Canadian dollars
Note 2 – Summary of Significant Accounting Policies (continued)
Cash and Cash Equivalents
The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
Fair Value Measurements
The Company has adopted FASB ASC 820, Fair Value Measurements and Disclosures, for all financial instruments and non-financial instruments accounted for at fair value on a recurring basis. This accounting standard established a single definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the source of information used in fair value measurement and expands disclosures about fair value measurements required under other accounting pronouncements. It does not change existing guidance as to whether or not an instrument is carried at fair value. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.
The Company has adopted FASB ASC 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Company has not elected the fair value option for any eligible financial instruments.
Financial Instruments
Fair Value
The guidance for fair value measurements establishes the authoritative definition of fair value sets out a Framework for measuring fair value and outlines the required disclosures regarding fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Company uses a three-tier fair value hierarchy based upon observable and non-observable inputs as follows:
Level 1 –
observable inputs such as quoted prices in active markets;
Level 2 –
inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and,
Level 3 –
unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
Cash and equivalents are measured using level 1 inputs. The fair value of the derivatives embedded in the convertible promissory notes was derived using a valuation model and has been classified as level 3.
- 28 -
GOLDEN GLOBAL CORP.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2013 and 2012
Stated in Canadian dollars
Note 2 – Summary of Significant Accounting Policies (continued)
Assets and Liabilities that are measured at Fair Value on a Recurring Basis
The fair value hierarchy requires the use of observable market data when available. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety.
The Company’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.
The carrying values of cash and cash equivalents, accounts payable and accrued liabilities, due to related parties and dividend payable, approximate fair value due to the short-term nature of these instruments.
The Company has cash balances at well-known financial institutions. Balances in Canadian dollars at Canadian institutions are protected by insurance up to specified amount. Amounts not at Canadian institutions and /or over those specified amounts are subject to risk.
Management is of the opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.
The Company measures derivatives embedded in other contracts at fair value and recognizes them in the consolidated balance sheet as an asset or a liability depending on its rights and obligations under the applicable contract. The changes in fair value are recognized on the consolidated statement of operations.
Property and Equipment
Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation is calculated using the declining balance method and at the following annual rates which is intended to amortize the cost over its useful life:
Mining equipment – 20%
Computers – 20%
Furniture and fixtures – 20%
Improvements and betterments are capitalized if they extend the useful life of the asset. Repair and maintenance costs are charged to expense as incurred. Gain (loss) related to retirement or disposition of fixed assets is recognized in the period which the gain (loss) occurs.
Mineral Properties
Mineral property acquisition costs are initially capitalized when incurred and are amortized using the unit-of-production method over the estimated life of probable, proven reserves. If mineral rights are abandoned or estimated to be impaired, any capitalized costs will be charged to operations.
- 29 -
GOLDEN GLOBAL CORP.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2013 and 2012
Stated in Canadian dollars
Note 2 – Summary of Significant Accounting Policies (continued)
Exploration Costs
Exploration costs, which include maintenance, development and exploration of mineral claims, are expensed as incurred. When it is determined that a mineral deposit can be economically developed as a result of establishing proven and probable reserves, the costs incurred after such determination will be capitalized and amortized over their useful lives. To date, the Company has not established the commercial feasibility of its exploration prospects; therefore, all exploration costs are being expensed.
Impairment of Long-lived Assets
The Company evaluates the recoverability of the net carrying value of its equipment and identifiable intangible assets with definite lives, whenever certain events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable, by comparing the carrying values to the estimated future undiscounted cash flows. A deficiency in cash flows relative to the carrying amounts is an indication of the need for a write-down due to impairment. The impairment write-down would be the difference between the carrying amounts and the fair value of these assets. A loss on impairment would be recognized as a charge to earnings.
Convertible Promissory Notes
Convertible promissory notes are accounted for under ASC470, Debt – Debt with Conversion and Other Options. The Company records a beneficial conversion feature (“BCF”) related to the issuance of convertible instruments that have conversion features at fixed or adjustable rates that are in-the-money when issued and records the fair value of warrants issued with those instruments. The BCF for the convertible instruments is recognized and measured by allocating a portion of the proceeds to additional paid-in-capital and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features.
Revenue Recognition
The Company recognizes revenue when a contract is in place, minerals are delivered to the purchaser and collectability is reasonably assured.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Actual results could differ from those estimates.
- 30 -
GOLDEN GLOBAL CORP.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2013 and 2012
Stated in Canadian dollars
Note 2 – Summary of Significant Accounting Policies (continued)
The embedded conversion derivative liabilities are measured at estimated fair value using the appropriate fair value valuation model. Inherent in these models are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. We estimate volatility at the date of issuance, and at each subsequent reporting period, based on historical volatility. The risk-free interest rate is based on the Canadian benchmark bond yield rates. The expected life of the embedded conversion derivative liabilities is assumed to be equivalent to their remaining contractual term. The assumptions used in calculating the estimated fair value of the embedded derivative liabilities represent our best estimates; however, these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and different assumptions are used, the embedded derivative liabilities and the change in estimated fair value could be materially different
Management has estimated the current income tax provision based on substantively enacted rates and laws. As the Company has not filed U.S. corporate income tax returns, the amount recorded for the income tax provision could be significantly different when the corporate income tax returns are finalized.
Noncash Transaction in Capital Stock
The Company follows the guidelines under FASB ASC Topic 845-10-30-3, Non-monetary transactions, when the fair value of neither the assets received nor the assets relinquished is determinable within reasonable limits.
Basic and Diluted Net Income (Loss) Per Share
The Company computes net loss per share in accordance with FASB ASC Topic 260, Earnings Per Share. This topic requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted EPS gives effect to all dilutive potential common shares outstanding during the year including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the year is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti dilutive.
Income Taxes
The Company follows FASB ASC Topic 820, “Income Taxes” which requires the use of the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The tax consequences of most events recognized in the current year’s financial statements are included in determining income taxes currently payable. However, because tax laws and financial accounting standards differ in their recognition and measurement of assets, liabilities, equity, revenues, expenses, gains and losses, differences arise between the amount of taxable income and pre-tax financial income for a year and between the tax bases of assets or liabilities and their reported amounts in the financial statements.
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GOLDEN GLOBAL CORP.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2013 and 2012
Stated in Canadian dollars
Note 2 – Summary of Significant Accounting Policies (continued)
Because the Company assumes that the reported amounts of assets and liabilities will be recovered and settled, respectively, a difference between the tax basis of an asset or a liability and its reported amount in the balance sheet will result in a taxable or a deductible amount in some future years when the related liabilities are settled or the reported amounts of the assets are recovered, which gives rise to a deferred tax asset. The Company must then assess the likelihood that the deferred tax assets will be recovered from future taxable income and to the extent the Company believes that recovery is not likely, the Company must establish a valuation allowance.
The Company has adopted FASB guidance on accounting for uncertainty in income taxes which provides a financial statement recognition threshold and measurement attribute for a tax position taken or expected to be taken in a tax return. Under this guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The guidance also extends to de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and income tax disclosures.
Preferred Shares
Golden Global Mining Corporation, the Company’s wholly owned subsidiary, issued preferred shares which have been classified as equity in their financial statements. In these statements, the financial instruments have been classified as non-controlling interests and dividends paid on behalf of the preferred shares have been recorded as a charge against income.
Recent Accounting Pronouncements
In December 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2011-11 Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities (ASC 2011-11). ASC 2011-11 requires that an entity disclosure information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. ASC 2011-11 is effective for annual and interim periods beginning on or after January 1, 2013. The Corporation has determined that ASC 2011-11 has no impact to the consolidated financial statements.
In March 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2013-05 Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (ASC 2013-05). ASC 2013-05 requires that when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity, the parent is required to apply the guidance in Subtopic 830-30 to release any related cumulative translation adjustment into net income. Accordingly, the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. ASC 2013-05 is effective for annual and interim periods beginning after December 15, 2013. The Corporation is currently assessing the impact of ASC 2013-05 to the consolidated financial statements.
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GOLDEN GLOBAL CORP.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2013 and 2012
Stated in Canadian dollars
Note 3 – Property and Equipment
As at June 30, 2013
|
| Cost |
| Accumulated |
| Net Book |
Furniture and fixtures | $ | 2,345 | $ | 1,053 | $ | 1,292 |
Mining equipment |
| 148,938 |
| 100,166 |
| 48,772 |
Computers |
| 1,063 |
| 744 |
| 319 |
| $ | 152,346 | $ | 101,963 | $ | 50,383 |
As at June 30, 2012
|
| Cost |
| Accumulated |
| Net Book |
Furniture and fixtures | $ | 2,345 | $ | 584 | $ | 1,761 |
Mining equipment |
| 191,162 |
| 91,490 |
| 99,672 |
Computers |
| 1,063 |
| 532 |
| 531 |
| $ | 194,570 | $ | 92,606 | $ | 101,964 |
During the year ended June 30, 2013, the Company sold equipment with a total carrying value of $16,491 for proceeds of $45,000 resulting in a gain of $28,509.
Note 4 – Mineral Properties
During the year ended June 30, 2013, the Company did not make any payment in relations to mineral claims (2012 - $21,139). During the year ended June 30, 2014, the Company is required to make a payment of approximately $2,000 (2015 - $nil) in order to renew the lease on their remaining mineral property.
During the period ended December 31, 2012, the Company had decided to abandon the Thibert Creek property which has resulted in an impairment loss of $23,184.
Note 5 – Due to Related Parties
Amounts due to related parties are non-interest bearing, unsecured and due on demand.
During the year ended June 30, 2013, the Company incurred expenses of $56,686 (2012 - $14,000) for management and consulting expenses to companies with common officers. These costs are recorded in consulting fees and office expense.
As at June 30, 2013, $9,250 (2012 - $nil) was outstanding relating to these amounts and is included in accounts payable and accrued liabilities.
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GOLDEN GLOBAL CORP.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2013 and 2012
Stated in Canadian dollars
Note 6 – Convertible Promissory Notes
On March 14, 2012, the Company entered into a securities purchase agreement to issue an unsecured convertible promissory note with a principal amount of US$37,500 (C$37,256). This promissory note bears interest at an annual rate of 8% which is to be paid with principal in full on the maturity date of December 19, 2012. The principal amount of this promissory note, together with interest, may be converted into shares of common stock, par value of $0.0001 at the option of the lender at a conversion price equal to fifty-five percent at the market price during the 10 trading days prior to the conversion. During the quarter ended December 31, 2012, a partial conversion of US$12,300 has been recorded and 5,966,090 shares of the Company’s common stock has been issued as a result of the conversion. As the maturity date has passed, the Company and the lender are currently negotiating a revised maturity date and repayment terms.
On May 2, 2012, the Company entered into a securities purchase agreement to issue an unsecured convertible promissory note with a principal amount of US$42,500 (C$42,037). This promissory note bears interest at an annual rate of 8% which is to be paid with principal in full on the maturity date of February 4, 2013. The principal amount of this promissory note together with interest may be converted into shares of common stock, par value of $0.0001 at the option of the lender at a conversion price equal to fifty-five percent at the market price during the 10 trading days prior to the conversion. As the maturity date has passed, the Company and the lender are currently negotiating a revised maturity date and repayment terms.
On November 2, 2012, the Company entered into a securities purchase agreement to issue an unsecured convertible promissory note with a principal amount of US$9,250 (C$9,217). This promissory note bears interest at an annual rate of 8% which is to be paid with principal in full on the maturity date of August 6, 2013. The principal amount of this promissory note together with interest may be converted into shares of common stock, par value of $0.0001 at the option of the lender at a conversion price equal to forty percent at the market price during the 10 trading days prior to the conversion.
The above notes include certain embedded features related to the embedded conversion option being exercisable into a variable number of shares and the strike price being dominated in a currency other than the Company’s functional currency. These features qualify as derivatives and are bundled as a compound embedded derivative that is measured at fair value. The fair value of the derivatives as at June 30, 2013 was $95,344 (June 30, 2012 - $115,574). As the fair value of the embedded conversion features exceeded the principle value of the promissory notes, the entire amount of the debt has been classified as an embedded derivative on the consolidated balance sheet.
As at June 30, 2013, accrued interest recorded in accounts payable and accrued liabilities relating to the convertible promissory notes totaled $4,657 (June 30, 2012 - $1,454).
The fair value of the embedded derivative was estimated using the Black-Scholes pricing model based on the following assumptions:
| Issue date | June 30, 2013 |
Risk free rate | 0.25% | 0.83% |
Expected volatility | 276% - 289% | 376% - 491% |
Expected life | 0.75 | 0.6 |
Dividends | - | - |
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GOLDEN GLOBAL CORP.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2013 and 2012
Stated in Canadian dollars
Note 7 - Capital Stock
On August 4, 2011, the Company issued 25,000 common stocks for total cash proceeds of $2,251.
On May 9, 2012, the Company issued 1,700,000 common stocks in lieu of cash payment for consulting services valued at $42,500.
On June 1, 2012, the Company issued 1,700,000 common stocks in lieu of cash payment for consulting services valued at $85,000.
On July 23, 2012, the Company issued 2,500,000 common stocks in lieu of cash payment for consulting services valued at $37,500.
During the quarter ended December 31, 2012, the Company issued 5,966,090 shares of common stock as a result of the partial conversion of US$12,300 of the unsecured promissory note dated March 14, 2012.
As of June 30, 2013, there are no share options or warrants outstanding.
Note 8 – Income Taxes
Potential benefits of income tax losses have not been recognized in these financial statements because the Company cannot be assured it is more likely-than-not it will utilize the net operating losses carried forward in future years.
Income tax recovery differs from that which would be expected by applying the effective rates to net income (loss) as follows:
|
| Year ended |
| Year ended |
Net loss for the period – attributed to common shareholders | $ | (165,546) | $ | (454,944) |
Statutory and effective rates |
| 25% |
| 25% |
Income tax recovery at effective rate | $ | (41,387) | $ | (113,736) |
Effect of deductible and non-deductible amounts |
| 13,085 |
| 8,614 |
Effect of change in income tax rates |
| - |
| (10,625) |
Change in valuation allowance |
| 28,302 |
| 115,748 |
Corporate income tax recovery recognized in the accounts | $ | - | $ | - |
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GOLDEN GLOBAL CORP.
(An Exploration Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended June 30, 2013 and 2012
Stated in Canadian dollars
Note 8 – Income Taxes (continued)
The Company has Canadian accumulated net operating losses totaling approximately $450,000 and $445,000 American accumulated net operating losses for income tax purposes which expire in the years from 2031 to 2033. The components of the net deferred tax asset at June 30, 2013 and the statutory tax rate, the effective tax rate and the amount of the valuation allowance are scheduled below:
|
| June 30, 2013 |
| June 30, 2012 |
Non-capital losses carried forward | $ | 224,287 | $ | 208,212 |
Share issue costs |
| 1,038 |
| 1,556 |
Equipment |
| 5,796 |
| (6,949) |
Deferred tax asset value |
| 231,121 |
| 202,819 |
Valuation allowance |
| (231,121) |
| (202,819) |
Deferred tax assets recognized | $ | - | $ | - |
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
On May 24, 2012, our company engaged MNP LLP as our independent registered public accounting firm.
The reports of our former independent registered public accounting firm, K.R. Margetson Ltd, present on our company's financial statements as of and for the fiscal years ended June 30, 2011, and 2010, or subsequent interim period contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle except to indicate that there was substantial doubt about our company’s ability to continue as a going concern.
There were no disagreements with our present accountants related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and subsequent interim periods since May 24, 2012.
ITEM 9A. CONTROLS AND PROCEDURES
As required by Rule 13a-15 under the Exchange Act, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2012.
Our management, with the participation of our president and chief financial officer (our principal executive officer, principal accounting officer and principal financial officer), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, our president and chief financial officer (our principal executive officer, principal accounting officer and principal financial officer) have concluded that, as of the end of such period, our disclosure controls and procedures were effective to ensure that information that is required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our president and chief financial officer (our principal executive officer, principal accounting officer and principal financial officer), as appropriate, to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, our president and chief financial officer (our principal executive officer, principal accounting officer and principal financial officer), to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of management and directors of our company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
Further, the evaluation of the effectiveness of internal control over financial reporting was made as of a specific date, and continued effectiveness in future periods is subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management has conducted, with the participation of our president and chief financial officer (our principal executive officer, principal accounting officer and principal financial officer), an evaluation of the effectiveness of
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our internal control over financial reporting as of June 30, 2011 in accordance with the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control — Integrated Framework. Based on this assessment, management concluded that as of June 30, 2012, our company’s internal control over financial reporting was effective.
Change In Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during our last fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
Our board of directors consists solely of Robert Leyne Lee.
On August 2, 2012, we received a Cease Trade Order (the “CTO”) from the Alberta Columbia Securities Commission (“ASC”). Pursuant to the CTO, the Director, Corporate Finance of the ASC ordered that trading in the securities of the Registrant cease in the province of Alberta until (i) the Registrant satisfies certain filing requirements in Alberta that are specifically set forth in the CTO, and (ii) the Director, Corporate Finance of the ASC issues an order revoking the CTO.
The CTO affects only the issuance and trading of the Registrant’s securities in the province of Alberta. The Registrant’s securities may still be traded outside of Alberta.
The Registrant has been working in cooperation with the ASC since the issuance of the CTO to file the required documents and to secure the revocation of the CTO.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
All of the directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified. Our officers are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:
|
|
|
|
|
| Date First Elected |
Name |
| Position Held with the Company |
| Age |
| or Appointed |
|
|
|
|
|
|
|
Robert Leyne Lee |
| President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director |
| 71 |
| September 12, 2013 |
Business Experience
The following is a brief account of the education and business experience of each director and executive officer during at least the past five years, indicating each person's principal occupation during the period, and the name and principal business of the organization by which he was employed.
Robert Leyne Lee- President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director
Mr. Lee has extensive experience in the tree crop sector in Southeast Asia and was a registered consultant with the World Bank and the other affiliated regional Banks. He served as an independent consultant for finance and business development for companies in the US and many countries worldwide. For the last 12 years he worked with
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OTCBB and OTC market companies as Consultant, Advisor and CEO. Mr. Lee served as an officer and director of Empyrean Holdings, Inc. (now American Asset Development, Inc.) from March, 2001 until July 2010.
Family Relationships
There are no family relationships among our directors or officers.
Involvement in Certain Legal Proceedings
To the best of our knowledge, none of our directors or executive officers has, during the past ten years:
1. | been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences); |
2. | had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; |
3. | been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; |
4. | been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; |
5. | been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
6. | been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Section 16(a) Beneficial Ownership Compliance
Our common stock is not registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Accordingly, our officers, directors, and principal stockholders are not subject to the beneficial ownership reporting requirements of Section 16(a) of the Exchange Act.
- 39 -
Audit Committee and Audit Committee Financial Expert
Our board of directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.
We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.
Code of Ethics
We have adopted a Code of Ethics that apples to, among other persons, our company’s principal executive officers and senior financial executives, as well as persons performing similar functions. As adopted, our Code of Ethics sets forth written to promote:
● | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
● | full, fair, accurate, timely and understandable disclosure in all reports and documents that the Corporation files with, or submits to, the Securities and Exchange Commission ("SEC") and in other public communications made by the Corporation that are within the Senior Officer’s area of responsibility; |
● | compliance with applicable governmental laws, rules and regulations; |
● | the prompt internal reporting of violations of the Code; and |
● | accountability for adherence to the Code. |
Our Code of Ethics and Business Conduct was filed with the Securities and Exchange Commission as Exhibit 14.1 to our Annual Report on Form 10-K on October 13, 2011. We will provide a copy of the Code of Ethics and Business Conduct to any person without charge, upon request. Requests can be sent to: Golden Global Corp., # 94 – 5348 Vegas Drive, Las Vegas. NV 89108-2347
ITEM 11. EXECUTIVE COMPENSATION
The particulars of the compensation paid to the following persons:
(a)
Our principal executive officer;
(b)
Each of our two most highly compensated officers who were serving as executive officers at the end of the years ended June 30, 2013 and 2011; and
(c)
Up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended June 30, 2013 and 2012.
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SUMMARY COMPENSATION TABLE | |||||||||
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
Robert Leyne Lee(1) President, CEO, CFO, Treasurer, Secretary |
|
|
|
|
|
|
|
|
|
John Robert Hope(2) Former President, CEO, CFO, Treasurer and Secretary | 2013 2012 | Nil Nil | Nil Nil | Nil Nil | Nil Nil | Nil Nil | Nil Nil | $0 $14,000(3) | $0 $14,000 |
Raja Arian Abbasi(4) Former VP Of Operations | 2013 2012 | N/A Nil | N/A Nil | N/A Nil | N/A Nil | N/A Nil | N/A Nil | N/A Nil | N/A Nil |
Kami Munyakazu African Operations Manager | 2013 2012 | N/A Nil | N/A Nil | N/A Nil | N/A Nil | N/A Nil | N/A Nil | N/A Nil | N/A Nil |
(1)
Robert Leyne Lee was appointed as our president, chief executive officer and director on September 12, 2013
(2)
John Robert Hope served as our president, chief executive officer and director from July 11, 2012, until his resignation on September 12, 2013.
(3)
This amount is related to consulting fees paid to Velocity Resources Canada, Ltd., a company operated by John Robert Hope.
(4)
Hon Ming Tony Wong resigned as our chief financial officer, treasurer and secretary on July 11, 2012.
(5)
Raja Arian Abbasi served as our Vice President of Operations from July 25, 2012, until his resignation on November 1, 2012.
Robert Leyne Lee will be compensated US $3,000 in cash per month and US$2,000 per month in company stock to serve as President and CEO and Director, Chief Financial officer , Treasurer and Secretary. His appointment is for one year with an extension for a further term to be decided by the Board of Directors in consultation with John Robert Hope our former President and CEO,
John Robert Hope who now serves as Director of Golden Global Mining Corporation and Mining Consultant to the company will be paid $5,000 per month in cash and company stock with the divided amounts to be decided by the Board of Directors.
Due to the company’s financial constraints since late 2010, Mr. Hope decided voluntarily not to be paid his monthly consulting fee of $3,500 for his services as President and CEO since January 1, 2011. He has indicated that he will accept company stock in lieu of cash payment for his accumulated unpaid fees and this will be favorable considered by the Board of Directors.
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Stock Options/SAR Grants
Effective May 7, 2012, our company adopted a 2012 Employee and Consultant Stock Compensation Plan. The number of shares of common stock of our company that are available for issuance under the Plan are 10,000,000 shares of our common stock, $0.10 par value.
During the period from inception to June 30, 2013, we did not grant any stock options to our executive officers.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Values
There were no options exercised during our fiscal year ended June 30, 2012 or June 30, 2011 by any officer or director of our company.
Outstanding Equity Awards at Fiscal Year End
No equity awards were outstanding as of the year ended June 30, 2013.
Compensation of Directors
We reimburse our directors for expenses incurred in connection with attending board meetings. We have not paid any director’s fees or other cash compensation for services rendered as a director since our inception to June 30, 2013.
We have no formal plan for compensating our directors for their service in their capacity as directors, although such directors are expected in the future to receive stock options to purchase common shares as awarded by our board of directors or (as to future stock options) a compensation committee which may be established. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments.
Employment Contracts and Termination of Employment and Change in Control Arrangements
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.
We have no plans or arrangements with respect to remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of October 12, 2013, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.
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| Amount and Nature of | Percentage of |
Name and Address of Beneficial Owner | Beneficial Owner(1) | Class |
|
|
|
|
|
|
Robert Leyne Lee #94 – 5348 Vegas Drive Las Vegas, NV 89108-2347 | 0 | 0% |
|
|
|
All Officers and Directors As a Group | 0 | 0% |
Hon Ming Tony Wong 9710 – 66 Avenue Edmonton, Alberta, T6E 0M3 | 3,905,000 | 8.46% |
|
|
|
John Robert Hope 17412 105 Avenue NW, Suite 201 Edmonton, Alberta, T5S 1G4 | 5,423,333 common shares | 11.76% |
|
|
|
(1) | Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on October 12, 2013. As at October 12, 2013, there were 46,113,507 shares of our company’s common stock issued and outstanding. |
Changes in Control
We are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Except as disclosed herein, there have been no transactions or proposed transactions in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last three completed fiscal years in which any of our directors, executive officers or beneficial holders of more than 5% of the outstanding shares of our common stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest.
The promoters of our company are our directors and officers.
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Director Independence
We currently act with one director, consisting of Robert Leyne Lee. We have determined that none of our directors are “independent directors” as defined in NASDAQ Marketplace Rule 4200(a)(15).
We do not have a standing audit, compensation or nominating committee, but our entire board of directors act in such capacity. We believe that our directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. Our directors do not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining additional independent directors who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.
ITEM 14. PRINCIPAL ACCOUNTANTS FEES AND SERVICES
The aggregate fees billed for the most recently completed fiscal year ended June 30, 2013 and for fiscal year ended June 30, 2012 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:
| Year Ended June 30 | |
| 2013 ($) | 2012 ($) |
Audit Fees |
| 10,000 |
Audit Related Fees | - | - |
Tax Fees | - | - |
All Other Fees | - | - |
Total |
| 10,000 |
Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.
Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Exhibits required by Item 601 of Regulation S-K
Exhibit No. |
| Description |
(3) |
| (i) Articles of Incorporation; and (ii) Bylaws |
3.1 |
| Articles of Incorporations (incorporated by reference to our Registration Statement on Form S-1 filed on October 5, 2010). |
3.2 |
| Certificate of Correction filed with the Nevada Secretary of State on February 19, 2010 (incorporated by reference to our Registration Statement on Form S-1 filed on October 5, 2010). |
3.3 |
| Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on October 5, 2010). |
(10) |
| Material Contracts |
10.1 |
| McDame Asset Purchase Agreement dated May 16, 2010 (Incorporated by reference to our Registration Statement on Form S-1/A filed on December 1, 2010). |
10.2 |
| Asset Purchase Agreement with Velocity Resources Canada Ltd., dated December 12, 2009 (incorporated by reference to our Registration Statement on Form S-1/A filed on December 1, 2010). |
10.3 |
| Addendum to Asset Purchase Agreement with Velocity Resources Canada Ltd., dated December 12, 2009 (incorporated by reference to our Registration Statement on Form S-1/A filed on January 2, 2011). |
10.4 |
| Securities Purchase Agreement with Asher Enterprises, Inc., dated March 14, 2012 (Incorporated by reference to our Current Report on Form 8-K filed on March 23, 2012) |
|
| Convertible Promissory Note with Asher Enterprises, Inc., dated March 14, 2012 (Incorporated by reference to our Current Report on Form 8-K filed on March 23, 2012) |
10.6 |
| 2012 Employee and Consultant Stock Compensation Plan (Incorporated by reference to our Registration Statement filed on Form S-8 on May 8, 2012) |
10.7 |
| Securities Purchase Agreement with Asher Enterprises, Inc., dated May 2, 2012 (incorporated by reference to our Current Report on Form 8-K filed on May 21, 2012). |
10.8 |
| Convertible Promissory Note with Asher Enterprises, Inc. dated May 2, 2012 (incorporated by reference to our Current Report on Form 8-K filed on May 21, 2012). |
(14) |
| Code of Ethics |
14.1 |
| Code of Ethics (incorporated by reference to our Annual Report on Form 10-K filed on October 13, 2011) |
(21) |
| List of Subsidiaries |
21.1 |
| Golden Global Mining Corporation, an Alberta company |
(31) |
| Rule 13a-14(a)/15d-14(a) Certification |
31.1* |
| Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer |
(32) |
| Section 1350 Certification |
32.1* |
| Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer |
101** |
| Interactive Data Files (Form 10-K for the Year Ended June 30, 2012) |
EX-101.INS |
| XBRL Instance Document |
EX-101.SCH |
| XBRL Taxonomy Extension Schema |
EX-101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase |
EX-101.DEF |
| XBRL Taxonomy Extension Definition Linkbase |
EX-101.LAB |
| XBRL Taxonomy Extension Label Linkbase |
EX-101.PRE |
| XBREL Taxonomy Extension Presentation Linkbase |
* | Filed herewith. |
** | Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GOLDEN GLOBAL CORP. |
|
/s/ Robert Leyne Lee |
Robert Leyne Lee |
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
Dated this 15th October, 2013 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
GOLDEN GLOBAL CORP. |
|
/s/ Robert Leyene lee |
Robert Leyne Lee |
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, Director |
Dated this 15th October, 2013 |
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