Annual report pursuant to Section 13 and 15(d)

Stockholders' Equity

v3.5.0.1
Stockholders' Equity
12 Months Ended
Dec. 31, 2015
Aug. 31, 2014
Stockholders' Equity Note [Abstract]    
Stockholders' Equity Note Disclosure [Text Block]
Note 5 – Stockholders’ Equity
 
Preferred Stock
 
The Company’s charter authorizes the issuance of 10,000,000 shares of preferred stock, par value $0.001 per share. As of December 31, 2015 and December 31, 2014, no shares of preferred stock were issued and outstanding.
 
Common Stock
 
The Company has 500,000,000 of authorized shares of common stock, $0.001 par value. As of December 31, 2015 and December 31, 2014, there were 250,000 outstanding common shares outstanding, respectively.
 
Effective November 7, 2014, the Company amended its articles of incorporation to increase the number of authorized shares of common stock, $0.001 par value (the “common stock”), from 100,000,000 to 500,000,000 and effected a reverse stock split of the outstanding shares of its common stock at the ratio of 1-for-400 (the “Reverse Stock Split”). As of December 31, 2014 and August 31, 2014, there were 250,000 outstanding common shares. All references to shares of the Company’s common stock in Report refer to the number of shares of common stock after giving effect to the Reverse Stock Split (unless otherwise indicated).
 
Pursuant to a previously declared dividend approved by the Board of Directors and in compliance with applicable provisions of the Maryland General Corporation Law, the Company has paid a monthly dividend of $0.0852 per share, an aggregate of $21,300 per month, each month during the twelve month period from January 1, 2015 through December 31, 2015 and also during the four month period from September 1, 2014 through December 31, 2014. Accordingly, during the twelve months ended December 31, 2015 the Company paid total dividends to holders of its common stock in the amount of $255,600. During the four months ended December 31, 2014, the Company paid total dividends to holders of its common stock in the amount of $85,200.
 
As disclosed in Note 11 – “Subsequent Events,” on March 2, 2016, ZH USA, LLC converted $15,000,000 of principal under the Convertible Debenture into 1,176,656 shares of our unregistered common stock. Shares of our unregistered common stock issuable to ZH USA, LLC under the Convertible Debenture are subject to customary anti-dilution rights in the event of stock splits, stock dividends and similar corporate events. The Convertible Debenture was issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) of the Securities Act of 1933, as amended.
Note 5 — Stockholders’ Equity
 
Preferred stock — The Company’s charter authorizes them to issue 10,000,000 shares of preferred stock, par value $0.001 per share. As of August 31, 2014, no shares of preferred stock were issued and outstanding.
 
Common stock — The Company’s charter authorizes them to issue 100,000,000 shares of common stock, par value $0.001 per share. As of August 31, 2014, there were 250,000 outstanding common stock shares.
 
On September 30, 2013, Xpress Group, Ltd., a Hong Kong company now known as Heng Fai Enterprises, Ltd. (“Heng Fai”) purchased 13,750 shares of the Common Stock of our company representing approximately 68.7% of its issued and outstanding common stock from Yukon Industries, Inc. for $55,000 payable in cash at closing. On December 10, 2013, Heng Fai agreed to purchase an aggregate of 6,250 common shares of Scoop Media, Inc. from various parties. Heng Fai purchased these common shares for $25,000. On March 5, 2014, Heng Fai acquired an additional 30,000 shares of our common stock at $0.00641 per share. Heng Fei owns an aggregate of 94.1% of our outstanding common stock.
 
As discussed in Note 6, on July 17, 2014, the Company agreed to issue 230,000 shares of its unregister common stock upon conversion of $2,932,040 principal amount and interest due of the Convertible debenture held by HFE USA, LLC, a wholly owned subsidiary of Heng Fai. Heng Fai assigned the convertible debenture to HFE USA, LLC on July 17, 2014.
 
On July 17, 2014, the Company announced that its Board declared a one-time dividend of $0.0852 per share payable to the holders of its common stock of record as of the close of business on July 31, 2014.
 
On August 19, 2014, the Company declared a dividend of $0.0852 per share payable to the holders of its common stock of record at the close of business August 29, 2014. Dividends shall be paid no later than the 20th day of the following month subject to compliance with applicable provisions of the Maryland General Corporation Law.
 
Total dividends paid to stockholders during the year ended August 31, 2014 were $42,620.