LiquidValue Development Inc. - Quarter Report: 2017 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017

 

or

 

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________to _________

 

000-55038

Commission file number

 

SeD Intelligent Home Inc.

(Exact name of registrant as specified in its charter)

 

NEVADA		27-1467607
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)

 

4800 Montgomery Lane, Suite 210, Bethesda, Maryland		20814
(Address of principal executive offices)		(Zip Code)

 

301-971-3940

Registrant’s telephone number, including area code

 

HOMEOWNUSA

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ ] No [x]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 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 [ ] No [x]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ]	Smaller reporting company	[x]
(Do not check if a smaller reporting company)		Emerging growth company	[x]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ] 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [x] No [ ]

 

As of November 2, 2017, there were 74,043,324 shares of the registrant’s common stock $0.001 par value per share, issued and outstanding.

 

 

Table of Contents

 

		Page
		No.
Part I.	Financial Information
Item 1.	Financial Statements (Unaudited)	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	5
Item 4.	Controls and Procedures	5
Part II.	Other Information	7
Item 1.	Legal Proceedings	7
Item 1A.	Risk Factors	7
Item 2.	Unregistered Sales of Equity Securities and Proceeds	7
Item 3.	Defaults Upon Senior Securities	7
Item 4.	Mine Safety Disclosures	7
Item 5.	Other Information	7
Item 6.	Exhibits	7
	Signatures	8

 

 

SED INTELLIGENT HOME INC.

FINANCIAL STATEMENTS

September 30, 2017

 

Condensed Balance Sheets			F-1
Condensed Statements of Operations			F-2
Condensed Statements of Stockholders’ Equity			F-3
Condensed Statements of Cash Flow			F-4
Notes to Condensed Financial Statements (unaudited)			F-5

 

 

 

 

SED INTELLIGENT HOME INC.

CONDENSED BALANCE SHEETS

AS OF SEPTEMBER 30, 2017 (UNAUDITED) AND DECEMBER 31, 2016

 

	September 30, 2017 (Unaudited)	December 31, 2016
CURRENT ASSETS:
Cash or cash equivalents	$13,178	$32,376
TOTAL CURRENT ASSETS	13,178	32,376
TOTAL ASSETS	$13,178	$32,376
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$29,616	$40,346
Due to related party	20,000	0
TOTAL CURRENT LIABILITIES	49,616	40,346
TOTAL LIABILITIES	$49,616	$40,346
STOCKHOLDERS' DEFICIT:
Capital stock (Note 3), authorized 1,000,000,000 and 75,000,000, $0.001 par value
74,043,324 shares issued and outstanding, as of
September 30, 2017 and December 31, 2016, respectively	$74,043	$74,043
Additional paid-in capital	100,694	100,694
Accumulated deficit	(211,176)	(182,707)
TOTAL STOCKHOLDERS' DEFICIT	$(36,438)	$(7,970)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$13,178	$32,376

 

The accompanying notes are an integral part of these financial statements.

 

 

SED INTELLIGENT HOME INC.

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016 (UNAUDITED)

 

	Three months ended September 30, 2017 (Unaudited)	Three months ended September 30, 2016 (Unaudited)	Nine months ended September 30, 2017 (Unaudited)	Nine months ended September 30, 2016 (Unaudited)
Total Revenues	$-	$-	$-	$-
Operating expenses:
Bank Service Charges	30	36	90	111
Business Licenses and Permits	1,060	-	1130	-
Computer & Internet Expense	62	84	249	663
Transfer Agent	1,500	1,746	4,500	4,144
Accounting/Auditing	6,000	12,000	18,000	30,500
Legal	1,500	1,500	4,500	4,005
Total operating expenses	$10,152	$15,366	$28,469	$39,423
Loss from operations	$(10,152)	$(15,366)	$(28,469)	$(39,423)
Income taxes	-	-	-	-
Net loss applicable to common shareholders	$(10,152)	$(15,366)	$(28,469)	$(39,423)
Net loss per share - basic and diluted	(0.00)	(0.00)	(0.00)	(0.00)
Weighted number of shares outstanding -
Basic and diluted	74,043,324	74,043,324	74,043,324	74,043,324

 

The accompanying notes are an integral part of these financial statements.

 

 

SED INTELLIGENT HOME INC.

CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT

FOR THE PERIOD JANUARY 31, 2015 THROUGH SEPTEMBER 30, 2017 (UNAUDITED)

 

	Common		Paid-In	Discount on	Accumulated	Stockholders'
	Shares	Par Value	Capital	Common Stock	Deficit	Deficit
Balance December 31, 2015	74,043,324	$74,043	$79,694	$(37,000)	$(127,827)	$(11,090)
Proceeds from majority shareholder	-	-	$21,000	$37,000	-	$58,000
Net loss for period	-	-	-	-	$(54,880)	$(54,880)
Balance December 31, 2016	74,043,324	$74,043	$100,694	$-	$(182,707)	$(7,970)
Net loss for period	-	-	-	-	$(28,469)	$(28,469)
Balance September 30, 2017	74,043,324	$74,043	$100,694	$-	$(211,176)	$(36,438)

 

The accompanying notes are an integral part of these financial statements.

 

 

SED INTELLIGENT HOME INC.

STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017 AND 2016 (UNAUDITED)

 

	Nine Months ended September 30, 2017 (Unaudited)	Nine Months ended September 30, 2016 (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$(28,469)	$(39,423)
Adjustments to reconcile net loss to cash used in operating activities:
Change in operating assets and liabilities:
Accounts payable and accrued expenses	(10,729)	22,908
Net cash used in operating activities	$(39,198)	$(16,515)
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from majority shareholder	-	18,000
Proceeds from related party	20,000	-
Net cash provided by financing activities	$20,000	$18,000
NET INCREASE (DECREASE) IN CASH	$(19,198)	$1,485
CASH AND CASH EQUIVALENTS at beginning of period	32,376	1,248
CASH AND CASH EQUIVALENTS at end of period	$13,178	$2,734
Supplemental disclosure of cash flow information
Cash paid for:
Interest	$-	$-
Income Taxes	$-	$-

 

The accompanying notes are an integral part of these financial statements.

 

 

NOTE 1 – NATURE OF OPERATIONS AND BASIS OF PRESENTATION

 

SED INTELLIGENT HOME INC. was incorporated in the State of Nevada as a for-profit Company on December 10, 2009 and established a fiscal year end of January 31st. The Company was organized to enter into the home equity lease/rent to own business. On December 31, 2013, the Company’s sole director and officer and nine other shareholders sold their interest in the Company to Cloud Biz International Pte, Ltd (“CloudBiz”), a Singapore corporation. The total number of shares purchased was 15,730 which represented a 69% interest in the Company (the “Transaction”). Along with the Transaction, the sole director and officer resigned and a new officer director was named. On July 7, 2014 CloudBiz invested $37,000 in the Company. For such investment, CloudBiz received an additional 74 million shares. In October 2014, the Company issued 20,534 shares to 30 new investors for total proceeds of $2,053. On December 22, 2016 Cloudbiz International Pte. Ltd transferred 74,015,730 common shares to Singapore eDevelopment Ltd. Such shares are presently owned by SeD Home International, Inc., a wholly-owned subsidiary of Singapore eDevelopment Ltd. On March 10, 2017, our board of directors approved and ratified a change in the Company's fiscal year end from January 31st to December 31st, effective immediately as of the date of the board approval. On September 5, 2017, the Company changed its name to SeD Intelligent Home Inc., and increased its number of authorized shares to 1,000,000,000 (the par value per share remains $.001). The Company is currently looking into potential business plan opportunities, including the potential to enter into a reverse merger transaction, but has not yet entered into an agreement.

 

Going concern

 

To date the Company has generated no revenues from its business operations and has incurred operating losses since inception of $211,176. The Company requires additional funding to meet its ongoing obligations and to fund anticipated operating losses. The ability of the Company to continue as a going concern is dependent on raising capital to fund its initial business plan and ultimately to attain profitable operations. Accordingly, management has concluded that due to these factors described above, there is substantial doubt as to the Company’s ability to continue as a going concern through October 2018. The Company intends to continue to fund its business by way of private placements and advances from related parties as may be required. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

 

Currently we are a shell company. Most of our expenses are audit, tax and SEC filing expenses, which total approximately $36,000 annually. The Company does not pay salaries or other compensation to its officers and directors. The Company’s majority shareholder has provided advances for the Company’s operating costs as additional paid in capital. We will require additional advances from our majority shareholders or other parties to continue operations through October 2018.

 

Basis of Presentation

 

The financial statements present the condensed balance sheets, the condensed statements of operations, the condensed statement of stockholders’ deficit and the condensed statements of cash flows of the Company. These financial statements are presented in the United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States.

 

Unaudited Financial Statements

 

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for financial information and with the instructions to Form 10-Q. They do not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. The unaudited financial statements should be read in conjunction with those financial statements included in the Form 10-K. In the opinion of Management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.

 

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Loss per Common Share

 

Basic loss per share is computed by dividing the net loss attributable to the common stockholders by weighted average number of shares of common stock outstanding during the period. Fully diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive financial instruments issued or outstanding for the periods ended September 30, 2017 or September 30, 2016.

 

Income Taxes

 

The Company accounts for income taxes pursuant to FASB ASC 740. Deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

 

The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the Federal tax laws.

 

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

 

Fair Value of Financial Instruments

 

The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts the Company could realize in a current market exchange. As of September 30, 2017 the carrying value of accounts payable-trade and accrued liabilities approximated fair value due to the short-term nature and maturity of these instruments.

 

Estimates

 

The financial statements are prepared on the basis of accounting principles generally accepted in the United States. 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. Actual results could differ from those estimates made by management.

 

Recent Accounting Pronouncements

 

In August 2016, FASB issued ASU No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 clarifies the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. ASU 2016-15 is effective for fiscal years, and interim periods within those years beginning after December 15, 2017. Early adoption is permitted. The Company does not expect the adoption of ASU No. 2016-15 to have a material impact on its financial statements.

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

 

NOTE 3 – CAPITAL STOCK

 

On August 28, 2017 the Company increased its authorized shares from 75,000,000 to 1,000,000,000 common shares with a par value of $0.001 per share. No preferred shares have been authorized or issued.

 

On July 7, 2014 CloudBiz invested $37,000 in the Company. For such investment, CloudBiz received an additional 74 million common shares. The 74 million common shares were issued below par at a discount. The discount of $37,000 was recorded as a “discount on common stock” in equity.

 

During October 2014, the Company issued 20,534 common shares to 30 individual investors for total proceeds of $2,053.

 

In February of 2016, the Company received an additional $18,000 from Cloudbiz International Pte. Ltd., its majority shareholder, to assist the company in paying for operating expenses. The $18,000 was applied to "discount on common stock". In October of 2016, The Company received an additional $40,000 from Cloudbiz International Pte. Ltd., its majority shareholder, to assist the Company in paying for operating expenses. Of the $58,000 of proceeds received from Cloudbiz International Pte. Ltd, $37,000 were applied to "discount on common stock" and the remaining proceeds were applied to additional paid-in-capital.

 

On December 22, 2016 Cloudbiz International Pte. Ltd transferred 74,015,730 common shares to Singapore eDevelopment Ltd. Such shares are presently owned by SeD Home International, Inc., a wholly-owned subsidiary of Singapore eDevelopment Ltd.

 

NOTE 4 – RELATED PARTY

 

On July 20, 2017 the Company borrowed $20,000 from SeD USA, LLC, one of the subsidiaries of SeD Home International, Inc., to pay for its operating expenses. This debt does not bear any interest. The Company expects to repay the debt by the end of 2017.

 

NOTE 5 – SUBSEQUENT EVENTS

None.

 

 

Item 2.  Management’s Discussion and Analysis or Plan of Operation.

 

FORWARD-LOOKING STATEMENTS

 

Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained in this Form 10-Q involve risks and uncertainties, including statements as to:

 

1.		our future operating results;
2.		our business prospects;
3.		any contractual arrangements and relationships with third parties;
4.		the dependence of our future success on the general economy;
5.		any possible financings; and
6.		the adequacy of our cash resources and working capital.

 

These forward-looking statements can generally be identified as such because the context of the statement will include words such as we “believe,” “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated as of the date of filing of this Form 10-Q. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of filing of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

 

This discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results may differ materially from those anticipated in these forward-looking statements.

 

Overview

 

The Company has decided to not pursue its original business plan. The Company presently has no revenues and minimal assets, and accordingly, the Company is deemed to be a shell company. The Company is currently reviewing business opportunities, including the potential to enter into a reverse merger transaction. Our officers and directors are presently exploring such opportunities but have not yet entered into an agreement. To become profitable, we will need to commence operations utilizing a new business plan.

 

Results of Operations

 

For the unaudited three-month period ended September 30, 2017 and 2016

 

For the three months ended September 30, 2017 and 2016, we had $0 revenues. Our total expenses for the three months ended September 30, 2017 were $10,152 as compared to operating expenses of $15,366 for the three months ended September 30, 2016, representing a decrease of $5,214. The decrease in total expenses was primarily due to decreased professional fees. For the three months ended September 30, 2017, we incurred a net loss of $10,152 as compared to a net loss of $15,366 for the three months ended September 30, 2016.

 

For the unaudited nine-month period ending September 30, 2017 and 2016

 

For the nine months ended September 30, 2017 and 2016, we had $0 revenues. Our total expenses for the nine months ended September 30, 2017 were $28,469 as compared to operating expenses of $39,423 for the nine months ended September 30, 2016, representing a decrease of $10,954. The decrease in total expenses was primarily due to decreased professional fees. For the nine months ended September 30, 2017, we incurred a net loss of $28,469 as compared to a net loss of $39,423 for the nine months ended September 30, 2016.

 

 

Our auditor has expressed substantial doubt as to whether we will be able to continue to operate as a going concern due to the fact that the Company has incurred net operating losses of $211,176 from inception through September 30, 2017 and has not yet established on going source of revenues sufficient to cover its operating costs and allow it continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining the adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

 

Liquidity and Capital Resources

 

As of September 30, 2017, we had cash of $13,178. We anticipate that our current cash and cash equivalents and cash generated from operations, if any, will be insufficient to satisfy our liquidity requirements for at least the next 12 months. We will require additional funds prior to such time and the Company will seek to obtain these funds by selling additional capital through private equity placements, debt or other sources of financing. If we are unable to obtain sufficient additional financing, we may be required to reduce the scope of our planned operations, which could harm our business, financial condition and operating results. Additional funding to meet our requirements may not be available on favorable terms, if at all.

 

For the nine months ended September 30, 2017, we had net loss of $28,469. We had a change in accounts payable and accrued expenses of $10,729, resulting in net cash used in operating activities of $39,198 for the period.

 

For the nine months ended September 30, 2016, we incurred net loss of $39,423. We had a change in accounts payable and accrued expenses of $22,908, resulting in net cash used in operating activities of $16,515 for the period.

 

For the nine months ended September 30, 2017 and 2016, we did not pursue any investing activities.

 

For the nine months ended September 30, 2017, we received $20,000 from a related party as a short-term debt, resulting in net cash provided by financing activities of $20,000 for the period.

 

For the nine months ended September 30, 2016, we received $18,000 from the majority shareholder, resulting in net cash provided by financing activities of $18,000 for the period.

 

Off-Balance Sheet Arrangements

 

As of September 30, 2017, we do not have any off-balance sheet arrangements, as defined under applicable SEC rules. 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

We are a smaller reporting company as defined in Rule 12b-2 of the Security Act of 1934 and are not required to provide the information required under this item.

 

Item 4. Controls and Procedures

 

Our Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures for the Company.

 

 

(a) Evaluation of Disclosure Controls and Procedures

 

Based on the evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (“SECs”) rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Management determined that as of September 30, 2017, we had a material weakness that relates to the relatively small number of employees who have bookkeeping and accounting functions and therefore prevents us from segregating duties within our internal control system.

 

(b) Changes in the Company’s Internal Controls Over Financial Reporting

 

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) that occurred during the quarterly period ended September 30, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

 

 

 

Part II.  Other Information

 

Item 1. Legal Proceeding

 

The registrant is not a party to, and its property is not the subject of, any material pending legal proceedings.

 

Item 1A.  Risk Factors

 

Not applicable to smaller reporting companies.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None

 

Item 3. Defaults Upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

Not Applicable

 

Item 5. Other Information

 

None

 

Item 6. Exhibits

 

The following documents are filed as a part of this report:

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements 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.

 

	SED INTELLIGENT HOME INC.
November 2, 2017	By:	/s/ Conn Flaniga
		Conn Flanigan, Chief Executive Officer, Director
		(Principal Executive Officer)

 

November 2, 2017	By:	/s/  Rongguo (Ronald) Wei
		Rongguo (Ronald) Wei
		Chief Financial Officer  (Principal Financial and Accounting Officer)