UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K/A

(Amendment No. 1 to 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 December 31, 2016

or

o

 

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

   

For the transition period from  to

Commission file number: 333-134991 

ZZLL INFORMATION TECHNOLOGY, INC.

(F/K/A GREEN STANDARD TECHNOLOGIES, INC.)

(Exact name of Registrant as specified in its charter)

 

Nevada

     

37-1847396

 

State or other jurisdiction of incorporation or organization

 

(I.R.S. Employer Identification Number)

Room 1307, 13/F., Wellborne Commercial Centre, 8 Java Road, North Point,  Hong Kong.

(Address of principal executive offices)

     

(Zip Code)

Registrant’s telephone number including area code : +852-3705 1571

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Name of each exchange on which registered

NONE

 

N/A

Securities registered pursuant to Section 12(g) of the Act:

   

Common Stock, $0.0001 par value

   
     

(Title of class)

     

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes   o No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. o Yes o No

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.    þ Yes   o No

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-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.)    þ Yes   o No

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 large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions 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 (Do not check if a smaller reporting company)

Smaller reporting company  þ

 

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

i

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second quarter. Note: If determining whether a particular person or entity is an affiliate cannot be made without involving an unreasonable effort and expense, the aggregate market value of the common equity held by non-affiliates may be calculated on the basis of reasonable assumptions, if the assumptions are set forth in this form.

 

The aggregate market value of the voting and non-voting common stock of the issuer held by non-affiliates computed by reference to the price of the registrant as of June 30, 2016 was approximately $4,886,800 based upon the closing price of $0.20 of the registrant’s common stock on the OTC Bulletin Board. (For purposes of determining this amount, only directors, executive officers, and 10% or greater stockholders have been deemed affiliates).


APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court    o Yes   o No

 

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

The number of shares of Registrant’s Common Stock outstanding as of December 31, 2016 was 73,821,503.


DOCUMENTS INCORPORATED BY REFERENCE

NONE


EXPLANATORY NOTE: The Company has included the XBRL Interactive Data Table 101 Exhibits with this amended filing. Noteworthy, the Company Changed its name from Green Standard Technologies, Inc. to ZZLL Information Technology, Inc. filed on a FORM 8-K June 1, 2016.



ii



Table of Contents

 

Form 10-K Index      
     

PAGE

       
 

FORWARD LOOKING STATEMENT

 

1

 

PART I

       

Item 1.

Business

 

1

Item 1A.

Risk Factors

 

7

Item 1B.

Unresolved Staff Comments

 

7

Item 2.

Properties

 

7

Item 3.

Legal Proceedings

 

7

Item 4.

Mine Safety Disclosures

 

7

 

PART II

 

Item 5.

Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

8

Item 6.

Selected Financial Data

 

9

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

10

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

 

15

Item 8.

Financial Statements and Supplementary Data

 

15

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

15

Item 9A.

Controls and Procedures

 

15

Item 9B.

Other Information

 

16

       

PART III

       

Item 10.

Directors, Executive Officers and Corporate Governance

 

17

Item 11.

Executive Compensation

 

19

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

20

Item 13.

Certain Relationships and Related Transactions, and Director Independence

 

21

Item 14.

Principal Accounting Fees and Services

 

21

       

PART IV

       

Item 15.

Exhibits and Financial Statement Schedules

 

22

Signatures

 

23

Index to Consolidated Financial Statements

 

F-1



1


FORWARD LOOKING STATEMENTS


Certain statements made in this Annual Report on Form 10-K are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of ZZLL Information Technology, Inc. (F/K/A Green Standard Technologies, Inc.) (the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company’s plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.


PART I


As used throughout this Annual Report, the terms “ZZLL”, “Company”, “we”, “us”, “our” or “Registrant” refer to ZZLL Information Technology Inc. and its subsidiaries.


Item 1. Business

 


Background

 

ZZLL Information Technology, Inc. (F/K/A Green Standard Technologies, Inc.) (“The Company”) was incorporated under the laws of the State of Nevada on September 9, 2005, under the name of JML Holdings, Inc.  The Company merged with Baoshinn International Express, Inc. (“BSIE”) on March 31, 2006, by acquiring all of the issued and outstanding common stock of BSIE in a share exchange transaction. We issued 16,500,000 shares of our common stock in exchange for 100% of the issued and outstanding shares of BSIE common stock.

The transaction was accounted for as a recapitalization of BSIE whereby BSIE is deemed to be the accounting acquirer and is deemed to have adopted our capital structure.

Effective on October 19, 2011, each of ten (10) shares of the Company’s Common Stock, par value $0.001 per share, issued and outstanding immediately prior to that date (the “Old Common Stock”) were automatically and without any action on the part of the shareholders, reclassified and changed into one (1) share of the Company’s outstanding Common Stock (the “New Common Stock”) with a par value $.0001 per share.

On June 17, 2015, Baoshinn Corporation had been amended to the name “Green Standard Technologies, Inc.”.

On May 27, 2016, the Company changed its name with the State of Nevada from Green Standard Technologies, Inc. to “ZZLL Information Technology, Inc.”

On March 4, 2013 the Company acquired all the outstanding stock of Olive Oils Direct International Inc. (“OODI”), a corporation formed under the laws of the State of Wyoming. In accordance with the terms of the Exchange Agreement between the parties, certain Company’s shareholders (the “Company Selling Shareholders”) transferred 1,485,000 shares of the common stock of the Company (the “Company Shares”) to the shareholders of OODI (the “OODI Shareholders”). In return, the OODI Shareholders transferred all the outstanding shares of common stock of OODI to the Company, and they paid $100,000.00 in cash to the Company Selling Shareholders. In addition, immediately prior to the closing of the acquisition, the Company spun off its operating subsidiary, Hong Kong Holdings, Inc., to its shareholders. OODI is now a wholly-owned subsidiary of Company.

The transaction was accounted for as a “reverse merger”, since the original stockholders of the OODI own a majority of the outstanding shares of the Company stock immediately following the completion of the transaction on March 4, 2013. OODI was the legal acquiree but deemed to be the accounting acquirer, the Company was the legal acquirer but deemed to be the accounting acquiree in the reverse merger. The historical financial statements prior to the acquisition are those of the accounting acquirer (OODI). Historical stockholders’ equity of the acquirer prior to the merger was acquirer’s stockholders’ equity. Operations prior to the merger are those of the acquirer. After completion of the transaction, the Company’s consolidated financial statements include the assets and liabilities of the Company and its subsidiaries, the operations and cash flow of the Company and its subsidiaries.



2


OODI is a development-stage company that plans to develop and operate a retail internet website specializing in gourmet Italian food products. Those products shall include olive oils, pastas, vinegars and other gourmet Italian food items. In addition, in the future OODI may offer cooking items, such as utensils, cooking tools and similar products from other countries. OODI is currently developing an e-commerce website by the name of www.OliveOilsDirect.com that will sell products inventoried by OliveOilsDirect.com and other products offered by other large well-established retailers. OODI is a “development stage company” and is subject to compliance under ASC915-15. It is devoting its resources to establishing the new business, and its planned operations have not yet commenced; accordingly, no revenues have been earned during the period from April 15, 2011 (date of inception) to March 31, 2015.

On March 31, 2015, the Company disposed the operation unit of OODI for US$1,000 to Jet Express Trading Limited, a Hong Kong registered company.

On April 23, 2013 the Company incorporated a subsidiary company in Hong Kong under the name Syndicore Asia Limited.

On April 1, 2013, the Board of Directors resolved to pay an officer for a monthly service fee of US$4,250. The fee was raised to US$10,000 per month as of October 1, 2013. The Company has an option to pay the officer by common stock in lieu of cash at a rate of $0.005 per share.  During 2013, the Company issued 1,700,000 shares on June 3, 2013; 850,000 shares on July 2, 2013; 850,000 shares on August 5, 2013 and 850,000 shares on September 6, 2013 with an aggregate of 4,250,000 shares in lieu of $21,250 compensation to the officer. The amounts recorded were about $85,000 at fair price per ASC 718.  

On May 31, 2013 the Registrant completed an offering of 15,000,000 shares of its common stock. These shares were sold to a total of eighteen (18) shareholders for a total consideration of $75,000. These shares were sold on a private placement basis and the Company paid no commission in connection with such sales.

On November 15, 2013 we forfeited and canceled 3,365,000 shares common stock which was subscribed by four (4) shareholders on May 31, 2013. However, they did not fulfill their payment obligation on the shares that were valued at $16,825 according to the subscription term. The Company forfeited and canceled such 3,365,000 common shares.

On May 27, 2016, ZZLL Information Limited acquired 4,992,500 common shares of the Company through a private Common Stock Purchase Agreement for investment purposes in the ordinary course of business. The aggregate number and percentage of common shares of the Issuer beneficially owned by Mr. Wei Liang is 4,992,500 common shares, or approximately 26.662% of the 18,725,003 issued common shares.

On June 14, 2016, Wei Liang (“Mr. Liang”) was appointed to serve as a member of the Board of Directors of ZZLL Information Technology, Inc.

On June 24, 2016, ZZLL Technology Limited acquired 4,895,000 common shares of the Company through a private Common Stock Purchase Agreement for investment purposes in the ordinary course of business. The aggregate number and percentage of common shares of the Issuer beneficially owned by Mr. Wei Zhu is 4,895,000 common shares, or approximately 26.142% of the 18,725,003 issued common shares.

On August 18, 2016, the Company through SAL entered into a Joint Venture Agreement (“JVA”) with Network Service Management Limited, a Hong Kong company (“NSML”) in the formation of Z-Line International E-Commerce Company Limited (“Z-Line”), a Hong Kong based e-Commerce company. The Company through SAL owned 55% of Z-Line that provides consumer-to-consumer, business-to-consumer and business-to-business-sales services via web portals.

On August 25, 2016 and September 20, 2016, the Company issued 6,696,500 common shares and 32,000,000 common shares to the officer respectively. The issuance with an aggregate of 38,696,500 common shares in lieu of $193,483 compensation to the officer under an option resolved in 2013 to pay the officer by common stock in lieu of cash at a rate of $0.005 per share.

On November 10 and December 1, 2016, the Company further issued 1,000,000 common shares and 15,400,000 common shares to the officer respectively. The issuance with an aggregate of 16,400,000 common shares in lieu of $82,000 compensation to the officer under an option resolved in 2013 to pay the officer by common stock in lieu of cash at a rate of $0.005 per share.



3


Syndicore Asia Limited – Video Syndication

 

Syndicore Asia Limited (“SAL”) is a wholly owned subsidiary of the Company formed under the laws of Hong Kong.  SAL is an online media company that syndicates video in a cloud-based, multimedia conduit serving a growing, global community of content creators, news outlets and leading brands. SAL will be a provider of syndicated video media to news organizations in the Asia Pacific region. In addition, SAL plans to aggregate content from the Asia Pacific region and provide it to news organizations around the world.

On December 15, 2013, SAL entered into a Distribution Agreement (the “Distribution Agreement”) with SendtoNews Video, Inc., a British Columbia company (“STN”). Under the terms of the Distribution Agreement, SAL was granted an exclusive license to use, modify, edit, reproduce, distribute, feed, store, communicate, display, and transmit STN’s content in the Asia Pacific Territory (the “Content”). STN is the content provider for various worldwide sporting events. STN would also provide on-going assistance to SAL with regard to technical, administrative, and service-orientated issues relating to the delivery, utilization, transmission, storage and maintenance of the Content.

On January 20, 2014, SAL entered into a revised Distribution Agreement whereby STN has agreed to provide SAL transferrable rights for the use, reproduction, storage, display, and transmission of certain content subject to pre-approval in writing from STN. In addition, the revised Distribution Agreement includes changes to the revenue sharing terms, and adds a share of advertising revenue directly resulting from aggregated content by SAL within the territory.

SAL will strive to become a leading digital content provider for the Asia Pacific region, capitalizing on an explosively growing market with local, regional and national content that was previously unavailable in the area. This is a new and exciting market, and offers exciting opportunities for expansion and growth. There is no assurance, however, that SAL will be successful in its efforts.

On the other side of the distribution chain, we plan to create SAL’s own proprietary news partnerships to provide guaranteed content distribution in return for a corresponding share of advertising revenues to a news industry looking to supplement their rapidly declining traditional ad revenue with viable “digital-age” revenue.

•  Digital ad spending is on the rise. It is forecasted to expand from $117.60 billion USD in 2013 to $173.12 billion USD in 2017. ( Go-Globe.com)

•  The increase in worldwide digital ad spending is led by the Asia-Pacific region and specifically China.

•  China is estimated to reach 33% of the world’s total ad spending by 2017. ( Infographic )

•  Branded video content reaches nearly half (46%) of all internet users. More than half of these people (54%) go on to click though to the brand’s website ( Econsultancy )

•  80% of internet users recall watching a video ad on a website they visited in the past 30 days; 46% took some action after viewing the ad ( Online Publishers Association )

•  Video promotion is over 6 times more effective than print and online ( b2bmarketing.net )

•  Dr. James McQuivey of Forrester Research says a minute of video is worth 1.8 million words

•  90% of information transmitted to the brain is visual, and visuals are processed 60,000X faster in the brain than text ( 3M Corporation & Zabisco )

Management believes that SAL’s customers will be willing to pay a “premium CPM” because:

•  The ability to sponsor exclusive, highly sought-after short form video content

•  Deep, creative advertising opportunities – other than rudimentary logo/banner overlays and pre-roll

•  Premium positioning

•  Unprecedented transparency and near real-time performance metrics to evaluate their investment

•  Securing sponsorships with related enterprises

•  Stronger control over distribution to help target intended audience.

•  SAL currently has a mobile app in development and hope to move into that segment of the market. SAL has been engineering its own cutting edge, interactive mobile app for smart phones and tablet use. App functionality will also be targeted to allow user uploads of local content for events that have no rights holders but are of local interest. The market potential for mobile apps is increasing.

•  In addition, we also hope to use our website platform and mobile application to expand into other areas of online content such as news clips, amateur video, social media, games or gaming applications, premium direct content sales and live broadcasting. Online applications and mobile platforms may also be used in a multitude of ways including advertising, direct sales, targeted ad campaigns, items or ideas promotions.  These online applications allow the SAL the opportunity to diversify into any number of broad spectrum businesses which rely on communicating with a direct audience across a wide spectrum of media platforms.



4


 

•  Other segments of the market are also benefiting.  The high and rapidly increasing popularity of social media platforms such as Facebook, YouTube, and Twitter are expected to revolutionize the marketing strategies employed in areas such as the pharmaceuticals industry. There, in addition to marketing, an increasing number of pharma players have also begun leveraging these platforms to enhance consumer relationships and improve brand management, based on the market intelligence generated by monitoring and analyzing user-generated content. The ability to incorporate consumer feedback to develop new products is also expected to initiate a strategic shift in the operational model of pharma companies. Social media involvements are expected to increase product sales, especially those of OTC drugs, in the long term. Novartis for instance has already begun using YouTube and Facebook to enhance the sales for its OTC drugs such as Comtrex, Orofar and Bufferin. Johnson &Johnson, one of the first pharma giants to enter the social media space, has used online platforms for crisis management – when the company recalled its products (Tylenol and Benadryl tablets) it used social websites to apologize to consumers for irregularities in its manufacturing plant found during FDA inspection.

Subsequently, on January 20, 2014, the parties entered into a revised Distribution Agreement whereby STN has agreed to provide SAL transferrable rights for the use, reproduction, storage, display, and transmission of certain content subject to pre-approval in writing from STN. In addition, the revised Distribution Agreement includes changes to the revenue sharing terms, and adds a share of advertising revenue directly resulting from aggregated content by SAL within the territory.

Syndicore Asia Limited will strive to become a leading digital content provider for the Asia Pacific region, capitalizing on an explosively growing market with local, regional and national content that was previously unavailable. This is a new and exciting market, and offers unparalleled opportunities for expansion and rapid growth.

On the other side of the distribution chain, we will create SAL’s own proprietary news partnerships to provide guaranteed content distribution in return for a corresponding share of advertising revenues to a News industry looking to supplement their rapidly declining traditional ad revenue with viable “digital-age” revenue.

•  Digital ad spending is on the rise. It is forecasted to expand from $117.60 billion USD in 2013 to $173.12 billion USD in 2017. (Go-Globe.com)

•  The increase in worldwide digital ad spending is led by the Asia-Pacific region and specifically China.

•  China is estimated to reach 33% of the world’s total ad spending by 2017. (Infographic)

•  Branded video content reaches nearly half (46%) of all internet users. More than half of these people (54%) go on to click though to the brand’s website (Econsultancy)

•  80% of internet users recall watching a video ad on a website they visited in the past 30 days; 46% took some action after viewing the ad (Online Publishers Association)

•  Video promotion is over 6 times more effective than print and online (b2bmarketing.net)

•  Dr. James McQuivey of Forrester Research says a minute of video is worth 1.8 million words

• 90% of information transmitted to the brain is visual, and visuals are processed 60,000X faster in the brain than text (3M Corporation & Zabisco)

SAL’s customers are willing to pay a “premium CPM” because:

•  The ability to sponsor exclusive, highly sought-after short form video content

•  Deep, creative advertising opportunities – other than rudimentary logo/banner overlays and pre-roll

•  Premium positioning

•  Unprecedented transparency and near real-time performance metrics to evaluate their investment

•  Securing sponsorships with related enterprises

•  Stronger control over distribution to help target intended audience.




5


SAL currently has a mobile app in development and hopes to move into that segment of the market. SAL has been engineering its own cutting edge, interactive mobile app for smart phones and tablet use. App functionality will also be targeted to allow user uploads of local content for events that have no rights holders but are of local interest. The market potential for mobile apps is increasing.

In addition, we also plan to use our website platform and mobile application to expand into other areas of online content such as news clips, amateur video, social media, games or gaming applications, premium direct content sales and live broadcasting. Online applications and mobile platforms may also be used in a multitude of ways including advertising, direct sales, and targeted ad campaigns.  Items or ideas promotions allow SAL the opportunity to diversify into any number of broad spectrum businesses which rely on communicating with a direct audience across a wide spectrum of media platforms.

Other segments of the market are also benefiting.  The high and rapidly increasing popularity of social media platforms such as Facebook, YouTube, and Twitter are expected to revolutionize the marketing strategies employed in areas such as the pharmaceuticals industry. There, in addition to marketing, an increasing number of pharma players have also begun leveraging these platforms to enhance consumer relationships and improve brand management, based on the market intelligence generated by monitoring and analyzing user-generated content. The ability to incorporate consumer feedback to develop new products is also expected to initiate a strategic shift in the operational model of pharma companies. Social media involvements are expected to increase product sales, especially those of OTC drugs, in the long term. Novartis for instance has already begun using YouTube and Facebook to enhance the sales for its OTC drugs such as Comtrex, Orofar and Bufferin. Johnson & Johnson, one of the first pharma giants to enter the social media space, has used online platforms for crisis management – when the company recalled its products (Tylenol and Benadryl tablets) it used social websites to apologize to consumers for irregularities in its manufacturing plant found during an FDA inspection.

Syndicore Asia Limited is a wholly-owned subsidiary of the Company.  Syndicore Asia Limited is also in the startup phase and is in the process of entering into arrangements and agreements to implement the current business plan.  Syndicore Asia Limited is an online media company that syndicates video in a cloud-based, multimedia conduit serving a growing, global community of content creators, news outlets and leading brands. Syndicore Asia Limited will be a provider of syndicated video media to news organizations in the Asia Pacific region. In addition, Syndicore Asia Limited plans to aggregate content from the Asia Pacific region and provide it to news organizations around the world.

 Syndicore Asia Limited is devoting its resources to establishing the new business, and its planned operations have not yet commenced.  Accordingly, no revenues have been earned during the period from its inception on April 23, 2013 to December 31, 2016.


6



Green Standard Technologies Enterprises, Inc. (F/K/A Green Standard Technologies, Inc.) – Service Provider to the Cannabis Industry

 

On August 1, 2014 the Company formed Green Standard Technologies, Inc. (F/K/A Green Standard Technologies, Inc.) (“GSTE”) as a wholly owned incorporated under the laws of the state of Nevada.  The Company’s second line of business is carried on by this subsidiary.

On June 6, 2015, Green Standard Technologies Inc. amended their name to “Green Standard Technologies Enterprises, Inc.

GSTE is in the medical and recreation marijuana industry, and the establishment of a website will be used to further its business by providing customers with medical and recreational marijuana resources. Management believes that this online presence is essential in developing and expanding their existing business.

On October 29, 2014, GSTE entered into a Website Development Agreement with Social Asylum Inc. (“SAI”). Under the terms of the Agreement SAI has agreed to provide a fully functioning ecommerce website with unique and proprietary functions according to a mutually agreed upon set of features and milestones for a minimum cost of $150,000; however, the cost could potentially be higher depending on the finalized functionality, scope and details. Also included are plans for launch, market and geographic expansion.

GSTE is developing software and support solutions for the cannabis industry.   The new business model will consist of a website [www.greenNVY.com] and business management software available to cannabis retailers in those states where the sale of cannabis is legal, either for medical purposes or for recreational purposes.  The website will provide a platform for cannabis retailers to interface with retail customers.  It will also allow for the creation of an online community for retailers and the consumer.  The website will feature a clean, uncluttered and professional interface where the consumers can explore menus while researching strains of cannabis and pricing of cannabis from multiple sources.  The website will allow consumers to get discounts and coupons, which will encourage them to try new stores.    It will contain a geographical target map of the closest cannabis retail locations with a full profile of each retail outlet.  In addition, it will contain a social platform which will allow consumers to chat with each other and read and post reviews within the community.  In addition, it will create menu searches that can help the consumer quickly locate their favorite type or brand of cannabis products and services.

For a retailer the website will provide a cloud based business management system that centralizes and automates every aspect of running their business.  It will provide encrypted communications through GSTE’s proprietary whisper email and instant messaging platform.  It will also provide advertising opportunities in order to allow the retailer to develop new customers.  The software will also provide the retailer with global applications which outline menu and review information for each retail location.  It will provide mobile coupons through proximity marketing, email and text messages.  In addition, it will administer customer loyalty programs and customer porting features that include consumers past orders.   For the retailers business, it will offer employee management and human resources applications, payroll management, and employee scheduling.  It will also offer retailers payment processing, integration and inventory management.  The software will also provide the retailer with a sophisticated level of reporting of all the activity in the store, sales reporting by hour, day, etc., and reports of the bestselling products broken down by category, average sale total and spot trends.   

At the current time, 23 states have legalized the medicinal use of marijuana and another 10 states are currently considering legalization.   In addition, 4 states have made recreational use of cannabis legal, and there are several other states considering legalization of recreational use.  

Revenues will be generated from retailers based on monthly subscriptions to the management software and placement on the website.  The fees will depend upon what types of features, functionality, marketing, advertising and exposure retailers with to have. In addition, GSTE will generate revenues from banner and text messages, blast advertising, and proximity marketing of email newsletter ads.

GSTE is currently in the startup stage and has no earnings to date.  Once it becomes fully operational its business will be strictly to provide products and services to the cannabis industry.  GSTE will not be involved in the purchase or sale of cannabis products.

Management’s plans to support GSTE’s operations by raising funds through the sale of the Company’s securities and to rely on officers and directors to perform essential functions with minimal compensation.  If we do not raise all of the money we need from the sale of securities, we will have to find alternative sources, such as loans from our officers, directors or others.  If we can’t raise enough cash, we will either have to suspend operations until the cash is raised, or cease business entirely.



7



Z-Line International E-Commerce Company Limited – E-Commerce Company

 

Z-Line International E-Commerce Company Limited (“Z-Line”) is a 55% subsidiary of the Company formed under the laws of Hong Kong and incorporated on August 17, 2016.  Z-Line is a Hong Kong based e-Commerce company that provides consumer-to-consumer, business-to-consumer, and business-to-business-sales services via web portals.

 

Item 1A. Risk Factors


 

Not Applicable as a smaller reporting company.


Item 1B. Unresolved Staff Comments


 

None.


Item 2. Properties



We do not own any real property for use in our operations or otherwise. We lease an office located at Room 1307, 13/F., Wellborne Commercial Centre, 8 Java Road, North Point, Hong Kong. The lease is for two years, expiring on August 14, 2018 with monthly lease payments of approximately USD 1,513 (HKD 11,800).


Item 3. Legal Proceedings


 

We may be subject to litigation from time to time as a result of our normal business operations.   Presently, there are no material pending legal proceedings to which we are a party or as to which any of our property is subject, and no such proceedings are known to be threatened or contemplated against us.


Item 4. Mine Safety Disclosure

 



Not Applicable

8


PART II


Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities



(a) MARKET INFORMATION.  Our common shares are quoted for trading on the OTC Bulletin Board under the symbol “ZZLL”. The closing price of our common stock, as reported by the NASDAQ.com on December 31, 2016, was $1.13



   

High

 

Low

Fiscal Year ended December 31, 2016:

           

Quarter ended December 31, 2016

 

$

1.13

 

$

1.01

Quarter ended September 30, 2016

 

$

0.45

 

$

0.45

Quarter ended June 30, 2016

 

$

0.20

 

$

0.20

Quarter ended March 31, 2016

 

$

0.09

 

$

0.09

             

Fiscal Year ended December 31, 2015:

           

Quarter ended December 31, 2015

 

$

0.40

 

$

0.13

Quarter ended September 30, 2015

 

$

0.40

 

$

0.34

Quarter ended June 30, 2015

 

$

0.34

 

$

0.34

Quarter ended March 31, 2015

 

$

0.35

 

$

0.34

             

Fiscal Year ended December 31, 2014:

           

Quarter ended December 31, 2014

 

$

0.61

 

$

0.25

Quarter ended September 30, 2014

 

$

0.89

 

$

0.55

Quarter ended June 30, 2014

 

$

0.85

 

$

0.70

Quarter ended March 31, 2014

 

$

1.04

 

$

0.72

             

Fiscal Year ended December 31, 2013:

           

Quarter ended December 31, 2013

 

$

0.85

 

$

0.40

Quarter ended September 30, 2013

 

$

1.00

 

$

0.02

Quarter ended June 30, 2013

 

$

0.02

 

$

0.02

Quarter ended March 31, 2013

 

$

0.02

 

$

0.02

*Over-the-counter market quotations reflects high and low bid quotations and inter-dealer prices without retail mark-up, mark-down or commission, and may not represent actual transactions.

 

Our transfer agent and registrar for our common stock is Madison Stock Transfer Inc. Their address is PO Box 145, Brooklyn, New York, USA 11229-0145. Their telephone number is (718) 627-4453. Their fax number is (718) 627-6341.

(b)

HOLDERS. As of December 31, 2016, we had approximately 88 shareholders of record who held 73,821,503 shares of the Company‘s common stock. This number of shareholders does not include shareholders whose shares are held in street or nominee names. We believe that as of December 31, 2016, there are approximately 120 beneficial owners of our Common Stock, when these shareholders are considered.

(c)

DIVIDEND POLICY.  We have not declared or paid any cash dividends on our common stock and we do not intend to declare or pay any cash dividends in the foreseeable future. The payment of dividends, if any, is within the discretion of our Board of Directors and will depend on our earnings, if any, our capital requirements and financial condition and such other factors as our Board of Directors may consider.

(d)

 SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.

 

 

Plan Category

Number of Securities to

Be Issued Upon Exercise

of Outstanding Options,

Warrants and Rights

  Weighted-Average Exercise Price of

Outstanding Options,

Warrants and Rights

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(Excluding Securities Reflected in Column)

Equity compensation plans approved by security holders

None

Nil

Nil


9


(e)

RECENT SALE OF UNREGISTERED SECURITIES.  

On January 13, 2015 the Registrant completed an offering of 140,000 shares of common stock and warrants (the “Units”). The warrants are exercisable for a period of two years after the subscription date at an exercise price of $.40 per shares. These Units were sold to one shareholder for a total consideration of $42,000. These Units were sold on a private placement basis and the Company paid no commission in connection with such sales.

All sales were made outside of the United States. Securities issued by the Company in these transactions are deemed “restricted securities” within the meaning of that term as defined in Rule 144 of the Securities Act and have been issued pursuant to the “private placement” exemption under Section 4(2) of the Securities Act. These transactions did not involve any public offering of securities. The Investor who purchased securities in the private placement had access to information about the Registrant which was necessary to allow it to make an informed investment decision. The Registrant has been informed that the shareholder is able to bear the economic risk of his investment and it is aware that the securities are not registered under the Securities Act. The purchaser of the securities has been notified that the securities cannot be re-offered or re-sold unless the securities are registered or are qualified for sale pursuant to an exemption from registration. Neither the Registrant nor any person acting on its behalf offered or sold the securities by means of any form of general solicitation or general advertising.

All purchasers represented in writing that it acquired the securities for its own accounts and not with a view to or for resale in connection with any distribution. A legend will be placed on each of the stock certificates stating that the securities are restricted, they have not been registered under the Securities Act and they cannot be sold or otherwise transferred without an effective registration or an exemption therefrom.

During the year ended December 31, 2016, the Company issued 6,696,500 common shares and 32,000,000 common shares to the officer on August 25, and September 20, respectively. The issuance with an aggregate of 38,696,500 common shares in lieu of $193,483 compensation to the officer under an option resolved in 2013 to pay the officer by common stock in lieu of cash at a rate of $0.005 per share. Further on November 10 and December 1, 2016, the Company further issued 1,000,000 common shares and 15,400,000 common shares to the officer respectively. The issuance with an aggregate of 16,400,000 common shares in lieu of $82,000 compensation to the officer under an option resolved in 2013 to pay the officer by common stock in lieu of cash at a rate of $0.005 per share.

Item 6. Selected Financial Data

 


Not Applicable




10




Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations



Cautionary Statement for Forward-Looking Statements

This discussion and analysis of our financial condition and results of operations includes “forward-looking” statements that reflect our current views with respect to future events and financial performance. We use words such as “expect,” “anticipate,” “believe,” and “intend” and similar expressions to identify forward-looking statements. You should be aware that actual results may differ materially from our expressed expectations because of risks and uncertainties inherent in future events and you should not rely unduly on these forward-looking statements. We disclaim any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. Reference in the following discussion to “our”, “us” and “we” refer to the operations of ZZLL Information Technology, Inc. (F/K/A Green Standard Technologies, Inc.) and its subsidiaries (“We”), except where the context otherwise indicates or requires.

The following discussion of our financial condition and results of operations should be read in conjunction with the audited financial statements and the notes to the audited financial statements included in this annual report. 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.


Current Operating

 

In the twelve (12) months ended December 31, 2016, we derived no revenues from our current business operations.

Olive Oil Direct International, Inc.

 

On March 4, 2013 Green Standard Technologies, Inc. (F/K/A Baoshinn Corporation) (“Company”) acquired all the outstanding stock of Olive Oils Direct International, Inc. (“OODI”), a corporation formed under the laws of the State of Wyoming. In accordance with the terms of the Exchange Agreement between the parties, certain Company shareholders (the “Company Selling Shareholders”) transferred 1,485,000 shares of the common stock of Company (the “Company Shares”) to the shareholders of OODI (the “OODI Shareholders”). In return, the OODI Shareholders transferred all of the outstanding shares of common stock of OODI to Company, and they paid $100,000.00 in cash to the Company Selling Shareholders.  Immediately prior to the closing of the acquisition, Company spun off its operating subsidiary, Hong Kong Holdings, Inc., to its shareholders. OODI became a wholly-owned subsidiary of Company, however, subsequently on March 31, 2015 OODI was sold to a third party.

Syndicore Asia Limited.

 

Syndicore Asia Limited is a wholly-owned subsidiary of the Company.  Syndicore Asia Limited is also in the startup phase and is in the process of entering into arrangements and agreements to implement the current business plan.  Syndicore Asia Limited is an online media company that syndicates video in a cloud-based, multimedia conduit serving a growing, global community of content creators, news outlets and leading brands. Syndicore Asia Limited will be a provider of syndicated video media to news organizations in the Asia Pacific region. In addition, Syndicore Asia Limited plans to aggregate content from the Asia Pacific region and provide it to news organizations around the world.

Syndicore Asia Limited is devoting its resources to establishing the new business, and its planned operations have not yet commenced. Accordingly, no revenues have been earned during the period from its inception on April 23, 2013 to December 31, 2016.

Green Standard Technologies Enterprises, Inc.

 

On August 1, 2014, the Company formed Green Standard Technologies Enterprises, Inc. (F/K/A Green Standard Technologies, Inc.)(“GSTEI”) as a wholly owned subsidiary incorporated under the laws of the state of Nevada. The Company’s second line of business is carried out by this subsidiary. On June 6, 2015, Green Standard Technologies Inc. filed articles of amendment to change its name to “Green Standard Technologies Enterprises, Inc.

GSTEI is in medical and recreation marijuana industry, and the establishment of a website will be used to further its business by providing customers with medical and recreational marijuana resources. Management believes that this online presence is essential in developing and expanding their existing business.  GSTEI is no revenues have been earned during the period from its inception on August 1, 2014 to December 31, 2016.



11



Z-Line International E-Commerce Limited.

 

On August 17, 2016, Z-Line International E-Commerce Company Limited (“Z-Line”), a 55% owned subsidiary of the Company incorporated under the laws of Hong Kong.  Z-Line is a Hong Kong based e-Commerce company that provides consumer-to-consumer, business-to-consumer, and business-to-business-sales services via web portals.

Z-Line has no revenues earned during the period from its incorporation to December 31, 2016.

ZZLL Information Technology, Inc.

 

On June 6, 2015, the Nevada subsidiary, Green Standard Technologies Inc. filed articles of amendment to change its name to “Green Standard Technologies Enterprises, Inc. On June 17, 2015, the Nevada holding company, Baoshinn Corporation amended its articles to change its name to “Green Standard Technologies, Inc.”

On May 27, 2016, the Company as changed its name with the State of Nevada from Green Standard Technologies, Inc. to “ZZLL Information Technology, Inc.”



12



Executive Summary

 

In the twelve (12) months ended December 31, 2016, we derived no revenues from our current business operations.

 

·

Administrative and other operating expenses for the year ended December 31, 2016 decreased 2.1% to $242,070 compared to $247,239 for the same period in 2015.

 

·

Net Loss for the year ended December 31, 2016 decreased 2.0% to $242,269 compared to $247,239 for the same period in 2015.

 

Results of Operations for the Twelve Months Ended December 31, 2106 and 2015

 

The following table sets forth the comparison of the audited consolidated statements of operations data for the year ended December 31, 2016 and 2015 and should be read in conjunction with our financial statements and the related notes appearing elsewhere in this document.


   

Year Ended December 31,

   

2016

 

2015

 

Difference

 

Percentage Increase

Revenue

 

$

-

 

$

-

 

$

-

 

 -

%

                         

General and administrative

                       

and other operating expenses

   

242,070

   

247,239

   

-5,169

 

-2.1

%

                         

Income (loss) from operations

   

(242,070)

   

(247,239)

   

5,169

 

2.1

%

Other expenses (income)

   

-

   

-

   

-

 

0.0

%

Interest expenses (income)

   

199

   

-

   

199

     

Income (loss) before income taxes

   

(242,269)

   

(247,239)

   

4,970

 

2.0

%

Income taxes

   

-  

   

-

   

-

 

-

 
                         

Net (loss) income

   

(242,269)

   

(247,239)

   

4,970

 

2.0

%

Non-controlling interest

   

6,532

   

-

   

6,532

 

-

 

Net (loss) income attribute to the Group

 

$

(235,737)

 

$

(247,239)

 

$

11,502

 

4.7

%


Comparison of the Years Ended December 31, 2016 and 2015

 

Revenues Composition and Sources of Revenue Growth

In the twelve months ended December 31, 2016 and 2015, we derived no revenues from our current business operations from SAL and the newly formed Z-Line.

We anticipate that we will generate revenue from website business and operations, although there is no assurance that this will occur, and we have not started to receive revenues yet from that business.

 

Cost of Sale and Gross Profit

We do not have any revenue, lead to the result that we have no cost of sales and gross profit for the current period.

Our cost of sales remained the same at 0% for the twelve months ended December 31, 2016 as compared to 0% for the twelve months ended December 31, 2015. This was due to the fact that current operations have not yet started.

Our gross profit margin rate remained the same at 0% for the twelve months ended December 31, 2016 as compared to 0% for the twelve months ended December 31, 2015. This was due to the fact that current operations have not yet started.  

 

General and Administrative Expenses

 

General and administrative expenses for the twelve months ended December 31, 2016 were $242,070 compared to $247,239 for the twelve months ended December 31, 2015.  



13


Other Expenses (Income)

 

Other expenses (income) consists of management service income, interest income and interest expenses.  Only the interest expenses amount for $199 is recorded for the year ended December 31, 2016 compared to $Nil for the year ended December 31, 2015.

 

Income Taxes

 

There being no income taxes recorded or paid during the year ended December 31, 2016 and 2015.

 

Exchange Gain

 

The exchange gain was $Nil for the twelve months ended December 31, 2016 as compared to $Nil in the twelve months ended December 31, 2015.

 

Net (loss) Income

 

Our net loss was $235,737 for the twelve months ended December 31, 2016, as compared to a net loss of $247,239 for the twelve months ended December 31, 2015.  There was an attribution of loss to non-controlling interest of $6,531 for the year ended December 31, 2016 as compared to $Nil for the year ended December 31, 2015.

 

Critical Accounting Policies

 

The U.S. Securities and Exchange Commission (“SEC”) recently issued Financial Reporting Release No. 60, “ Cautionary Advice Regarding Disclosure About Critical Accounting Policies ” (“FRR 60”), suggesting companies provide additional disclosure and commentary on their most critical accounting policies. In FRR 60, the SEC defined the most critical accounting policies as the ones that are most important to the portrayal of a company’s financial condition and operating results, and require management to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, our most critical accounting policies include: inventory valuation, which affects cost of sales and gross margin; policies for revenue recognition, allowance for doubtful accounts, and stock-based compensation. The methods, estimates and judgments we use in applying these most critical accounting policies have a significant impact on our results we report in our consolidated financial statements.

 

Impairment of Long-Lived Assets

 

We account for impairment of property, plant and equipment in accordance with FASB ASC 360. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset. Fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets to be disposed of are determined in a similar manner, except that fair market values are reduced for the cost to dispose. During the reporting years, there was no impairment loss incurred. Competitive pricing pressure and changes in interest rates, could materially and adversely affect our estimates of future net cash flows to be generated by our long-lived assets.

 

Liquidity and Capital Resources

Operating Activities Going Concern

We had a net loss of $242,269 for the twelve months ended December 31, 2016 and a net loss since inception on April 15, 2011 of $1,095,316. The 2016 and 2015 loss were generated as a result of paying all necessary administrative expenses. On December 31,2016 we had cash on hand of $58,174. The accumulative loss has raised substantial doubt about our ability to continue as a going concern. These doubts were outlined in Note 14 to our independent auditor’s report on our Consolidated Financial Statements for the year ended December 31, 2016. Although our Consolidated Financial Statements raise substantial doubt about our ability to continue as a going concern, they did not include any adjustments relating to recoverability and classification of recorded assets, or the amounts or classifications of liabilities that might be necessary in the event we cannot continue as a going concern. Certain of our shareholders have verbally agreed to provide financial support to us for losses we may incur in the future.



14


 

Net Cash Provided by Operating Activities

 

Net cash used in operating activities was $414,464 for the twelve months ended December 31, 2016 as compared to net cash used in operating activities of $37,747 for the twelve months ended December 31, 2015. The increase in cash used during the twelve months ended December 31, 2016 is mainly due to the settlement of other payables and accrued liabilities..

 

Net Cash Provided by Investing Activities

 

Net cash used in investing activities was $Nil for the twelve months ended December 31, 2016 as compared to net cash generated in investing activities of $22,942 for the twelve months ended December 31, 2015. The changes was due to the disposal of subsidiary OODI in the year 2015.

 

Net Cash Used for Financing Activities

 

For the twelve months ended December 31, 2016 and 2015, there were no external financing activities except for the gross proceeds of $275,481 and $42,000 received from the issuance of 55,096,500 and 140,000 shares of common stock, respectively.  From time to time, related parties of the Company finance the working capital requirements for operations on a temporary basis. This financing is provided in the form of temporary loans to the Company. The net cash generated by related party’s loan for the twelve months ended December 31, 2016 was $196,984 compared to cash used in repayment of related party’s loan for 2015 was $29,056.

 

The amounts due to related parties and director are interest-free loans. These loans are unsecured and have no fixed repayment terms.

 

Subsequent Events

 

On March 25, 2017, Mr. Philip Tsz Fung Lo, Mr. Wei Zhu and Mr. Riggs Cheung were appointed as Director of the Company for a term of one year until the Company’s next annual meeting of shareholders or until his successor is duly elected and qualified.  On April 1, 2017, Mr. Philip Tsz Fung Lo was appointed as Chief Financial Officer of the Company.  Except the events mentioned above, there being no other subsequent events for the period after the year ended date as at December 31, 2016 till the release of the report.

 

Off-Balance Sheet Arrangements

 

The Company does not have off-balance sheet arrangements as of December 31, 2016 and 2015.

 

New Accounting Pronouncements

 

See Note 4 to consolidated financial statements included in Item 8, Financial Statements, of this Annual Report on Form 10-K.



15


Item 7A. Quantitative and Qualitative Disclosures about Market Risk


 

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

 

Item 8. Financial Statements and Supplementary Data


 

Attached hereto and filed as part of this Annual Report on Form 10-K are our Consolidated Financial Statements, beginning on page F-1.

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 


On April 30, 2016, AWC (CPA) Limited (“AWC”) resigned as the Company’s independent registered public accounting firm. The reports of AWC on the Company's consolidated financial statements as of and for the fiscal years ended December 31, 2015 and 2014 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2015 and 2014, and the subsequent interim period through May 9, 2016, there were no (i) "disagreements" (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K) with AWC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to AWC's satisfaction, would have caused AWC to make reference to the subject matter thereof in its reports for such fiscal years and interim period, or (ii) "reportable events" as that term is described in Item 304(a)(1)(v) of Regulation S-K.

 

On May 9, 2016, the Company engaged Centurion ZD CPA Limited (“CZD”) (previously named as DCAW (CPA) Limited) as our new independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ended December 31, 2016.

 

This was reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2016.

 

For the fiscal year of 2017, the Board of Directors decided to continue the engagement of Centurion ZD CPA Limited as the Company's independent auditor for the Company and its subsidiaries.

 

Item 9A. Controls and Procedures

 


Disclosure Controls and Procedures

 

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934, the Company’s principal executive officer and principal financial officer have evaluated the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by the Annual Report on Form 10-K. Based on this evaluation, these officers have concluded that as of the end of the period covered by the Annual Report on Form 10-K, our disclosure controls and procedures were effective and were adequate to insure that the information required to be disclosed by the Company in reports it files or submits under the Exchange Act were recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms.




16



Management’s Report on Internal Control over Financial Reporting


Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. The Company’s internal control over financial reporting is supported by written 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 Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

 

The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations which may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2016. In making this assessment, management used the framework set forth in the report entitled “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission, or (“COSO”). The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was ineffective as of December 31, 2016.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2016 that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

 

Regulatory Statement

 

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. As a “Smaller Reporting Company” management’s report was not subject to attestation by the Company’s registered public accounting firm.

 

Item 9B. Other Information

 


None.



17


PART III


Item 10. Directors, Executive Officers and Corporate Governance

 


Directors and Executive Officers

 

The following table sets forth the name, age, and position of our directors and our executive officers as of December 31, 2016. Each director holds office (subject to our By-Laws) until the next annual meeting of shareholders and until such director’s successor has been elected and qualified. Each executive officer holds his office until he resigns, is removed by the board of directors, or his successor is elected and qualified, subject to applicable employment agreements.  


NAME

 

AGE

 

POSITION

Sean Webster

 

44

 

President, Chief Executive Officer, Chief Financial Officer and Director

Wei Liang

 

35

 

Director (appointed on June 14, 2016)


Mr. Sean Webster, 44- Mr. Sean Webster has been the President and Chief Executive Officer of ZZLL Information Technology, Inc. since March 25, 2008. Mr. Webster was the Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary of Biopack Environmental Solutions, Inc. from October 6, 2008 until April 27, 2012. Mr. Webster was Senior Vice President of Finance & Business Development of Grand Power Logistics Group Inc., from April 8, 2008 until June 1, 2011.  From May, 1999 to October 2007 he served as an Investment Advisor (Investment Dealers Association of Canada, Registered Representative) at Blackmont Capital Inc.  Mr. Webster graduated from the University of Calgary in 1996 with a BA in Economics, and a minor in Management and Commerce.

 

Mr. Wei Liang, 35–  Mr. Liang is an engineer and has over 15 years’ experience in e-Business system design, computer engineering, internet framework and system design, implementation and management, specifically in banking e-Business systems. Mr. Liang also has expertise in design and development of electronic platforms for education. Since April 2015, Mr. Liang has acted as Managing Director of Hunan Longitudinal Uned Information Technology Co., Ltd. Prior to this position, from March 2013 to April 2015, Mr. Liang was the Managing Director of Hunan Ming Da Educational Technology Company Limited. Mr. Liang was the Principal of Lou Di City Electronic Technology Vocational College from 2011 to 2013. From 2004 to 2011, Mr. Liang was an Engineer with the Lou Di City Bureau of Education.  Mr. Liang earned a Bachelor degree in Computers from the University of Nanchang in 2008 and a Master degree in Computer Engineering from the University of Jilin in 2011.

 

Significant Employees

 

As of December 31, 2016, we have one full time employee in our Hong Kong office.

 

Family Relationships

 

There are no family relationships between any of our directors and executive officers. There have been no events under any bankruptcy act, no criminal proceedings and no judgments, orders or decrees material to the evaluation of the ability and integrity of any director or executive officer of the Company during the past five years.

 

Involvement in Certain Legal Proceedings

 

There have been no events under any bankruptcy act, no criminal proceedings and no judgments, orders or decrees material to the evaluation of the ability and integrity of any director or executive officer of the Company during the past five years.

 

Subsequent Events

 

As noted above, under the heading of “Subsequent Events” in the Management Discussion and Analysis section, on March 25, 2017, Mr. Philip Tsz Fung Lo, Mr. Wei Zhu and Mr. Riggs Cheung were appointed as Director of the Company for a term of one year until the Company’s next annual meeting of shareholders or until his successor is duly elected and qualified.  On April 1, 2017, Mr. Philip Tsz Fung Lo was appointed as Chief Financial Officer of the Company.




18


Compliance with Section 16(A) of The Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our Directors and executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of change in ownership of common stock and other equity securities of the Company. Officers, Directors and greater than ten percent shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(e) during the year ended December 31, 2016, Forms 5 and any amendments thereto furnished to us with respect to the year ended December 31, 2016, and the representations made by the reporting persons to us, we believe that during the year ended December 31, 2016, our executive officers and Directors and all persons who own more than ten percent of a registered class of our equity securities complied with all Section 16(a) filing requirements.

 

Code of Business Conduct and Ethics

Our board of directors adopted an informal Code of Business Conduct and Ethics that applies to, all our officers, directors, employees and agents. Certain provisions of the Code apply specifically to our president and secretary (being our principle executive officer, principle financial officer and principle accounting officer, controller), as well as persons performing similar functions. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote the following:

1. Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

2.  Full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

3.  Compliance with applicable governmental laws, rules and regulations;

4.  The prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person identified in our Code of Business Conduct and Ethics; and

5.  Accountability for adherence to the Code of Business Conduct and Ethics.

Our Code of Business Conduct and Ethics requires, among other things, that all of our Company’s senior officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.

In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly senior officers, have a responsibility for maintaining financial integrity within our Company, consistent with generally accepted accounting principles, and federal and state securities laws. Any senior officer who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our management.

We will provide a copy of our code of ethics without charge to any person that requests it. Any such request should be made in writing to the attention of Sean Webster, Chief Executive Officer, ZZLL Information Technology, Inc., Room 1307, 13/F., Wellborne Commercial Centre, 8 Java Road, North Point,  Hong Kong.

 

Committees of the Board of Directors

We do not presently have a separately designated standing audit committee, compensation committee, nominating committee, executive committee or any other committees of our Board of Directors. The functions of those committees are currently undertaken by our Board of Directors. Because we have only one Director, we believe that the creation of these committees, at this time, would be cumbersome and constitute more form over substance.

 

Audit Committee

 

We have not established a separately designated standing audit committee nor do we have an audit committee financial expert serving on our Board of Directors. However, the Company intends to establish a new audit committee of the Board of Directors that shall consist of independent Directors.  The audit committee’s duties will be to recommend to the Company’s Board of Directors the engagement of an independent registered public accounting firm to audit the Company’s financial statements and to review the Company’s accounting and auditing principles.  The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent registered public accounting firm, including their recommendations to improve the system of accounting and internal controls.  The audit committee shall at all times be composed exclusively of Directors who are, in the opinion of the Company’s Board of Directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.



19

Item 11. Executive Compensation

 


The following table sets forth the annual and long-term compensation of our Named Executive Officers for services rendered in all capacities to the Company for the years ended December 31, 2016, December 31, 2015 and December 31, 2014.


Summary Compensation Table


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Option

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and

 

All Other

 

 

 

Name and

 

 

 

 

 

 

Deferred

 

 

 

 

Stock

 

Warrant

 

Compen-

 

 

 

Principal Position

 

 

 

Salary

 

Compensation

 

Bonus

 

Awards

 

Awards

 

sation

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sean Webster (1) (2)

 

2016

 

$

-

 

$

-

 

$

-

 

$

-

 

$

-

 

$

90,000-

 

$

90,000-

  Chief Executive Officer,

 

2015

 

$

-

 

$

-

 

$

-

 

$

-

 

$

-

 

$

120,000-

 

$

120,000-

  Chief Financial Officer

 

 2014

 

$

-

 

$

-

 

$

-

 

$

-

 

$

-

 

$

120,000-

 

$

120,000-

  and Director

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                                               
                                               
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wei Liang (3)

 

2016

 

$

-

 

$

-

 

$

-

 

$

-

 

$

-

 

$

-

 

$

-

  Director

 

2015

 

$

-

 

$

-

 

$

-

 

$

-

 

$

-

 

$

-

 

$

-

  

 

2014

 

$

-

 

$

-

 

$

-

 

$

-

 

$

-

 

$

-

 

$

-

                                               
                                               
                                               
                                               

(1) Mr. Webster was appointed as CEO and Director on March 25, 2008


(2) Mr. Liang was appointed as Director on June 14, 2016


(3) No other executive received any compensation from the Company and any of its subsidiaries for the previous three years

Option / SAR Grants

 

The Company has a stock option plans that allows it to grant options to its key employees. Over the course of employment, the Company may issue vested or non-vested stock options to an employee.

 

In March, 2008 the Company implemented a vested and non-vested stock option plan and all the options granted under those plans expired March 31, 2011. In the year ended March 31, 2008, a total of 300,000 of vested and 80,000 non-vested options were granted to employees of the Company at a price of $0.35 per share, exercisable for a term of three years. No stock options have been granted to any of the officers or directors of the Company. No stock options have been exercised by any employees, officers or directors since we were founded.


ZZLL Information Technology, Inc. (F/K/A Green Standard Technologies, Inc.), Syndicore Asia Limited, Green Standard Technologies Enterprises, Inc. and Z-Line International E-Commerce Limited currently have no option plans.


Narrative Disclosure to Summary Compensation Table

 

There are no employment contracts, compensatory plans or arrangements, including payments to be received from the Company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with the Company, or its subsidiaries, any change in control, or a change in the person’s responsibilities following a change in control of the Company.

 

Outstanding Equity Awards at Fiscal Year-End

 

There are no current outstanding equity awards to our executive officers as of December 31, 2016.  


Long-Term Incentive Plans

 

There are no arrangements or plans in which we provide pension, retirement or similar benefits for Directors or executive officers.

 

Compensation Committee

 

We currently do not have a compensation committee of the Board of Directors. The Board of Directors as a whole determines executive compensation.



20


 

 

Compensation of Directors

 

Directors receive no extra compensation for their services to our Board of Directors.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table sets forth certain information regarding the beneficial ownership of our Common Stock as of December 31, 2016: by (i) each person who is known by us to own beneficially more than 5% of our outstanding Common Stock, (ii) by each of our directors, (iii) by each of our executive officers and (iv) by all our directors and executive officers as a group. On such date, we had 73,821,503 shares of Common Stock outstanding.

 

As used in the table below, the term beneficial ownership with respect to a security consists of sole or shared voting power, including the power to vote or direct the vote, and/or sole or shared investment power, including the power to dispose or direct the disposition, with respect to the security through any contract, arrangement, understanding, relationship, or otherwise, including a right to acquire such power(s) during the 60 days immediately following December 31, 2016. Except as otherwise indicated, the stockholders listed in the table have sole voting and investment powers with respect to the shares indicated


Name and Address of Beneficial Owner

   

Shares of Common Stock Beneficially Owned

   

Percentage of Class Beneficially Owned(1)

 

Sean Webster (2) (3)
Room 1307, 13/F., Wellborne Commercial Centre, 8 Java Road, North Point,  Hong Kong

   

15,900,000

   

21.538

%

 

Wei Liang (3)
No 271, Xing Zhi Garden, Shi Yu Street, Lou Xing District, Lou Di, Hunan, PRC

 

   

4,992,500

   

6.763

%

All Directors and Officers as a Group

   

20,892,500  

   

28.301  

%

 

Wei Zhu (3)

Section 8 Residence Committee Office, Leping Street, Lou Xing District, Lou Di, Hunan, PRC

   

4,895,000

   

6.631

%

 

HIGH STATE INTERNATIONAL LIMITED

Room 1611C, 16/F., Ho King Commercial Centre, 2-16 Fa Yuen Street, Kowloon, Hong Kong

   

8,000,000 .

   

10.837

%

 

CHIN O ELECTRIC ENGINEERING CO., LTD

Metropole Building, 416-438 King’s Road, Rm 2224, Blk C, 22/F, North Point, Hong Kong

   

7,800,000

   

10.566

%

 

REDON INTERNATIONAL LIMITED

Rm 10, 1/F., Wellborne Commercial Centre, 8 Java Road, North Point, Hong Kong

 

   

7,800,000

   

10.566  

%

All Directors, Officers and 5% Shareholders as a Group (1)

   

49,387,500  

   

66.901  

%


(1)

Applicable percentage of ownership is based on 73,821,503 shares of Common Stock outstanding as of December 31, 2016, together with securities exercisable or convertible into shares of Common Stock within 60 days of December 31, 2016, for each stockholder. Beneficial ownership is determined in accordance with the rules of the United States Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of Common Stock subject to securities exercisable or convertible into shares of Common Stock that are currently exercisable or exercisable within 60 days of December 31, 2016, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. There are no options, warrants, rights, conversion privileges or similar right to acquire the common stock of the Company and the Common Stock is the only outstanding class of equity securities of the Company as of December 31, 2016.

(2)

Executive Officer

(3)

Director .


(a)       Changes in Control

 

We do not anticipate at this time any changes in control of the Company. There are no arrangements either in place or contemplated which may result in a change of control of the Company. There are no provisions within the Articles or the Bylaws of the Company that would delay or prevent a change of control.

 

As of December 31, 2016, Sean Webster, an officer and director of the company controlled the largest percentage of shares of common stock.



21



(b)       Future Sales by Existing Shareholders

 

As of December 31, 2016 there are a total of 88 Stockholders of record holding 73,821,503 shares of our common stock, excluding the shareholders that hold our shares in street name. 64,984,000 of our outstanding shares of common stock are “restricted securities”, as that term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, such shares can be publicly sold, subject to certain restrictions commencing six (6) months after the acquisition of such shares.


Item 13. Certain Relationships and Related Transactions, and Director Independence

 


As of December 31, 2016 and December 31, 2015, the Company had received advances of [$nil] and $Nil from its shareholders for operating expenses.  These advances bear no interest, no collateral and have no repayment term.

During the FY2016, the Company issued 6,696,500 shares on August 25, 2016; 32,000,000 shares on September 20, 2016; 1,000,000 shares on November 10, 2016 and 15,400,000 shares on December 1, 2016 with an aggregate of 55,096,500 shares in lieu of $275,483 debt owed to the officer.

 

Item 14. Principal Accounting Fees and Services

 


The following table presents aggregate fees, including reimbursements for expenses, professional audit services and other services rendered by our independent registered public accounting firm Centurion ZD CPA Limited during the years ended December 31, 2016 and 2015. AWC CPA Limited audited our annual financial statements for the year ended December 31, 2015 and 2014.


   

Fiscal 2016

 

Fiscal 2015

Audit Fees (1)

 

$

26,923

 

$

14,103

Audit Related Fees (2)

 

$

--

 

$

--

Tax Fees (3)

 

$

--

 

$

--

All Other Fees (4)

 

$

--

 

$

--

             

Total

 

$

26,923

 

$

14,103


(1)

Audit Fees consist of fees billed for professional services rendered for the audit of the Company’s consolidated annual financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by AWC CPA Limited in connection with statutory and regulatory filings or engagements. Audit Fees billed by AWC CPA Limited and Centurion ZD CPA Limited includes audited fees for auditing our 2016 and 2015 annual financial statements and interim review.

(2)

Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” There were no such fees in fiscal year 2016 or 2015.

(3)

Tax Fees consist of fees billed for professional services rendered for tax compliance, tax advice and tax planning. There were no such fees in fiscal year 2016 or 2015.

(4)

All Other Fees consist of fees for products and services other than the services reported above. There were no such fees in fiscal year 2016 or 2015.

 



22


PART IV

Item 15. Exhibits and Financial Statement Schedules



(a)

Documents filed as part of this Report

 

(1)

The financial statements listed in the Index to Consolidated Financial Statements are filed as part of this report


(2)

The financial statements listed in the Index are filed as part of this report.

Schedule II – Valuation and Qualifying Accounts and Reserves. Schedule II on page S-1 is filed as part of this report.


(3)

List of Exhibits

See Index to Exhibits in paragraph (b) below.


The Exhibits are filed with or incorporated by reference in this report.


(b)

Exhibits required by Item 601 of Regulation S-K.

Exhibit

Description

31.1

Amended Certification of the Company‘s Principal Executive Officer to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant‘s Annual Report on Form 10-K for the year ended December 31, 2015.

31.2

Amended Certification of the Company‘s Principal Financial Officer to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant‘s Annual Report on Form 10-K for the year ended December 31, 2015.

32.1

 Amended Certification of the Company‘s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

32.2

 Amended Certification of the Company‘s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema

101.CAL

XBRL Taxonomy Extension Calculation Linkbase

101.DEF

XBRL Taxonomy Extension Definition Linkbase

101.LAB

XBRL Taxonomy Extension Label Linkbase

101.PRE

XBRL Taxonomy Extension Presentation Linkbase.


* Filed herewith


(c)

Financial statements required by Regulation S-X which are excluded from the annual report to shareholders by Rule 14a-3(b).


23


SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.


ZZLL INFORMATION TECHNOLOGY INC.


By: /s/ Sean Webster

Sean Webster

Chief Executive Officer


Dated: April 20, 2017


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.


Signature

Title

Date


/s/ Sean Webster

Chief Executive Officer and Director

April 20, 2017

Sean Webster

(Principal Executive Officer)


/s/ Philip Lo

Chief Financial Officer and Director

April 20, 2017

Philip Lo

(Principal Financial and Accounting

Officer)


/s/ Wei Liang

Director

April 20, 2017

Wei Liang


/s/ Wei Zhu

Director

April 20, 2017

Wei Zhu



/s/ Riggs Cheung

Director

April 20, 2017

Riggs Cheung





24


ZZLL Information Technology Inc. and Subsidiaries

 

Consolidated Financial Statements

 

As of December 31, 2016 and December 31, 2015 and

For the Years Ended December 31, 2016 and 2015

 

With Report of Independent Registered Public Accounting Firm



ZZLL INFORMATION TECHNOLOGY, INC. AND SUBSIDIARIES

(F/K/A GREEN STANDARD TECHNOLOGIES, INC.)



I ndex to Consolidated Financial Statements


   

Page

     

Report of Independent Registered Public Accounting Firm

 

F-2

     

Financial Statements:

   

Consolidated Balance Sheets

 

F-3

Consolidated Statements of Income and Comprehensive Income

 

F-4

Consolidated Statements of Stockholders’ Equity and Accumulated Other Comprehensive Income

 

F-5

Consolidated Statements of Cash Flows

 

F-6

Notes to Consolidated Financial Statements

 

F-7

     

F-1


ZZLL INFORMATION TECHNOLOGY, INC. AND SUBSIDIARIES

(F/K/A GREEN STANDARD TECHNOLOGIES, INC.)


[NEWZZLL0417201710K001.JPG]

 

Centurion ZD CPA Limited

Certified Public Accountants (Practising)


HK office: 7th Floor, Nan Dao Commercial Building, 359-361 Queen’s Road Central, Hong Kong

 

Tel : (852) 2851 7954 Fax: (852) 2545 4086



Kowloon office: Room 2105-06, 21/F., Office Tower, Langham Place, 8 Argyle Street, Mongkok, Kowloon, Hong Kong


Tel: (852) 2780 0607 Fax: (852) 2780 0013

 

 

 


Report of Independent Registered Public Accounting Firm


To: The Board of Directors and Shareholders of

ZZLL Information Technology, Inc. and Subsidiaries:

 

We have audited the accompanying consolidated balance sheets of ZZLL Information Technology, Inc.  and Subsidiaries (the “Company”) as of December 31, 2016 and 2015, and the related consolidated statements of operations and comprehensive loss, shareholders' equity and cash flows for each of the years ended December 31, 2016 and 2015. These consolidated financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

 

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 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 consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern under the generally accepted accounting principles. As described in Note 3, the Company has recurring comprehensive loss $242,269, has negative working capital $39,999, and has accumulated deficit $1,827,188 and a total stockholders' deficit $353,980, which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to this matter are also discussed in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Except the going concern matter as described above, in our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2016 and 2015, and the results of its operations and comprehensive loss, and its cash flows for each of the years ended December 31, 2016 and 2015 in conformity with accounting principles generally accepted in the United States of America.


/s/Centurion ZD CPA Limited

Certified Public Accountants

Hong Kong SAR, China

April 15, 2017



F-2


ZZLL INFORMATION TECHNOLOGY, INC. AND SUBSIDIARIES

(F/K/A GREEN STANDARD TECHNOLOGIES, INC.)

 

CONSOLIDATED BALANCE SHEET

For the Year Ended December 31, 2016 and 2015

(Stated in US Dollars)

 

 

Note

 

As at December 31, 2016

 

As at December 31, 2015

   

ASSETS

 

Current assets:

 

Cash and cash equivalents

 

$

58,174

$

173

Amount due from related party

8

-

14,490

Amount due from NSML--Non-controlling interest

5

320,513

-

Other receivables

 

3,359

-


 

Total current assets

 

$

382,046

$

14,663

   

Non-current assets:

 

Property, plant and equipment, net

 

-

-

   

TOTAL ASSETS

 

$

382,046

$

14,663

   

LIABILITIES

 

Current liabilities:

 

Note payable

 


75,000

-

Other payables and accrued liabilities

7


164,551

408,387

Amount due to related party

8


182,494

-

Income tax payable

6


-

-

   

Total current liabilities

 

$

422,045

$

408,387

   

TOTAL LIABILITIES

 

$

422,045

$

408,387

   

STOCKHOLDERS’ EQUITY

 

Preferred stock, $0.0001 par value, 100,000,000 shares authorized; 0  shares issued and outstanding

 

$

-

$

-

Common stock, $0.0001 par value; 300,000,000 shares authorized; 73,821,503 and 18,725,003 shares issued and outstanding, respectively

 

7,382

1,873

Additional paid in capital

 

1,465,826

1,195,854

Accumulated other comprehensive loss

 

-

-

(Accumulated deficit)/retained earnings

 

$

(1,827,188)

$

(1,591,451)

   



TOTAL STOCKHOLDERS’ EQUITY

 


(353,980)


(393,724)

Attributable to Non-controlling interest

 


313,981


-

   



Attributable to The Group

 

$

(39,999)

$

(393,724)

   

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

382,046

$

14,663

   




F-3


ZZLL INFORMATION TECHNOLOGY, INC. AND SUBSIDIARIES

(F/K/A GREEN STANDARD TECHNOLOGIES, INC.)

CONSOLIDATED STATEMENTS OF OPERATIONS

(Stated in US Dollars)

 




Note

 


For Year Ended

December 31,

2016

 


For Year Ended

December 31,

2015

 

April 15, 2011 (inception)

Through

Dec. 31, 2016

               

Net revenue

 

$

-

$

-

$

-

Cost of Sales

   

-

 

-

 

-

               

Gross profit

 

$

-

$

-

$

-

               

Operating expenses

             

General and administrative expenses

   

242,070

 

247,239

 

1,095,233

               

(Loss)/income from operations

 

$

(242,070)

$

(247,239)

$

(1,095,233)

               

Non-operating income (expense)

             

Interest expenses

   

(199)

 

-

 

(214)

Interest income

   

-

 

-

 

-

Other non-operating income

   

-

 

-

 

131

               

(Loss)/income before income taxes

 

$

(242,269)

$

(247,239)

$

(1,095,316)

               

Income tax

6

 

-

 

-

 

-

               

Net (loss)/income

 

$

(242,269)

$

(247,239)

$

(1,095,316)

               

Non-controlling interest

   

6,532

 

-

 

6,532

Net (loss)/income attributable to the Company

   

(235,737)

 

(247,239)

 

(1,088,784)

               

Foreign currency translation adjustment

   

-

 

-

 

-

               

Comprehensive loss

 

$

(235,737)

$

(247,239)

$

(1,088,784)

               

Basic earnings per share of common stock

 

$

(0.75 cents)

$

(1.32 cents)

$

(6.50 cents)

Diluted earnings per share

 

$

(0.75 cents)

$

(1.32 cents)

$

(6.50 cents)

               

Weighted average number of common shares outstanding – basic and diluted

   


31,537,157

 


18,725,003

 


16,759,803

               


See accompanying notes to the consolidated financial statements




F-4


ZZLL INFORMATION TECHNOLOGY, INC. AND SUBSIDIARIES

(F/K/A GREEN STANDARD TECHNOLOGIES, INC.)


CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY AND

ACCUMULATED OTHER COMPREHENSIVE INCOME

(Stated in US Dollars)


   

Number of shares

 

Amount

 

Additional paid-in capital

 


Accumulated other

comprehensive

income

 

Retained earnings /(accumulated losses)

 

Total

                         

Balance, January 1, 2015

 

18,585,003

$

1,859

$

1,153,868

$

-

 

(1,367,154)

$

(211,427)

Issue of common stock

 

140,000

 

14

 

41,986

 

-

 

-

 

42,000

Disposal of OODI

                 

22,942

 

22,942

Exchange reserve

 

-

 

-

 

-

 

-

 

-

 

-

Net loss

 

-

 

-

 

-

 

-

 

(247,239)

 

(247,239)

                         

Balance, December 31, 2015

 

18,725,003

$

1,873

$

1,195,854

$

-

 

(1,591,451)

$

(393,724)

       

 

         

 

 

 

Balance, January 1, 2016

 

18,725,003

$

1,873

$

1,195,854

$

-

 

(1,591,451)

$

(393,724)

Issue of common stock

 

55,096,500

 

5,509

 

269,972

 

-

 

-

 

275,481

Exchange reserve

 

-

 

-

 

-

 

-

 

-

 

-

Net loss

 

-

 

-

 

-

 

-

 

(235,737)

 

(235,737)

                         

Balance, December 31, 2016

 

73,821,503

$

7,382

$

1,465,826

$

-

 

(1,827,188)

$

(353,980)


See accompanying notes to the consolidated financial statements



F-5


ZZLL INFORMATION TECHNOLOGY, INC. AND SUBSIDIARIES

(F/K/A GREEN STANDARD TECHNOLOGIES, INC.)


CONSOLIDATED STATEMENTS OF CASH FLOWS

(Stated in US Dollars)


 




Notes

 



 

For Year Ended Dec 31, 2016

 



 

For Year Ended Dec 31, 2015

 

 

 

 

April 15, 2011 (inception) Through

Dec 31, 2016

               

Cash flows (used in)/provided by operating activities:

             

Net (loss)/income

 

$

(235,737)

$

(247,239)

$

(1,088,784)

   

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

 

Depreciation and amortization

 

-

-

-

Re-organization (reverse merger and spin-off)

 

-

-

(9,195)

Stock based compensation

 

-

-

85,000

Non-controlling interest

 

(6,532)

-

(6,532)

   

Changes in assets and liabilities:

 

Other receivables

 

(3,359)

-

(3,359)

Note payable

 

75,000

-

75,000

Other payables and accrued liabilities

 

(243,836)

209,492

246,551

   

Net cash flows (used in) operating activities

 

$

(414,464)

$

(37,747)

$

(701,319)

   

Cash flows generated by investing activities:

 

Disposal of subsidiary OODI

 

-

22,942

22,942

   

Net cash flows generated by investing activities

 

$

-

$

22,942

$

22,942

   

Cash flows generated by/(used in) financing activities:

 

Proceed from Issuance of common stock

 

275,481

42,000

636,057

Amount due to /from related parties

 

196,984

(29,056)

100,494

   

Net cash flows generated by financing activities

 

$

472,465

$

12,944

$

736,551

   

Net increase (decrease) in cash and cash equivalents

 

58,001

(1,861)

58,174

   

Effect of foreign currency translation

 

-

-

-

Cash and cash equivalents – beginning of year

 

173

2,034

-

   

Net cash flows generated by investing activities

 

$

58,174

$

173

$

58,174

   

Supplementary disclosure of cash flow information:

 

Interest paid


 

Income taxes

 
   
 
 
 
   

See accompanying notes to the consolidated financial statements




F-6


ZZLL INFORMATION TECHNOLOGY, INC. AND SUBSIDIARIES

(F/K/A GREEN STANDARD TECHNOLOGIES, INC.)

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)


NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION



ZZLL Information Technology, Inc. (F/K/A Green Standard Technologies, Inc.) (the “Company”) was incorporated under the laws of the State of Nevada on September 9, 2005, under the name of JML Holdings, Inc.

  

On March 31, 2006, the Company consummated a merger (the “Merger”) with Bao Shinn International Express Limited (“BSIE”) by issuing 16,500,000 shares in the share exchange transaction for 100% of the issued and outstanding shares of BSIE common stock.  As a result of the share exchange transaction, BSIE became our wholly-owned subsidiary.  BSIE owns 55% of Bao Shinn Holidays Limited (“BSHL”).

 

During the year ended March 31, 2009, the Company and its subsidiaries (collectively referred to as the “Group”) issued 2,400,000 restricted common shares of $0.001 per share at a value of $0.3 per share with a net proceeds of approximately $624,000 and redeemed 2,500,000 restricted common shares and these shares are classified as not issued and outstanding.

 

Effective on October 19, 2011, each of ten (10) shares of the Company’s common stock, par value $.001 per share, issued and outstanding immediately prior to the Effective Time (the “Old Common Stock”) shall automatically and without any action on the part of the holder thereof, be reclassified as and changed, pursuant, into one (1) share of the Company’s outstanding Common Stock (the “New Common Stock”).

 

On March 4, 2013 the Company acquired all the outstanding stock of Olive Oils Direct International Inc. (“OODI”), a corporation formed under the laws of the State of Wyoming. In accordance with the terms of the Exchange Agreement between the parties, certain Company’s shareholders (the “Company Selling Shareholders”) transferred 1,485,000 shares of the common stock of the Company (the “Company Shares”) to the shareholders of OODI (the “OODI Shareholders”). In return, the OODI Shareholders transferred all of the outstanding shares of common stock of OODI to the Company, and they paid $100,000.00 in cash to the Company Selling Shareholders. In addition, immediately prior to the closing of the acquisition, the Company spun off its operating subsidiary, Hong Kong Holdings, Inc., to its shareholders. OODI is now a wholly-owned subsidiary of the Company.

 

The transaction was accounted for as a “reverse merger”, since the original stockholders of the OODI own a majority of the outstanding shares of the Company stock immediately following the completion of the transaction on March 4, 2013. OODI was the legal acquiree but deemed to be the accounting acquirer, the Company was the legal acquirer but deemed to be the accounting acquiree in the reverse merger. The historical financial statements prior to the acquisition are those of the accounting acquirer (OODI). Historical stockholders’ equity of the acquirer prior to the merger was acquirer’s stockholders’ equity. Operations prior to the merger are those of the acquirer. After completion of the transaction, the Company’s consolidated financial statements include the assets and liabilities of the Company and its subsidiaries, the operations and cash flow of the Company and its subsidiaries.

 

OODI is a development-stage company that plans to develop and operate a retail internet website specializing in gourmet Italian food products. These products are expected to include olive oils, pastas, vinegars and other gourmet Italian food items. In addition, in the future OODI may offer cooking items, such as utensils, cooking tools and similar products from other countries. OODI is currently developing an e-commerce website by the name of www.OliveOilsDirect.com that will sell products inventoried by OliveOilsDirect.com and other products offered by other large well-established retailers. OODI is a “development stage company” and is subject to compliance under ASC915-15. It is devoting its resources to establishing the new business, and its planned operations have not yet commenced; accordingly, no revenues have been earned during the period from April 15, 2011 (date of inception) to March 31, 2015.

 

On March 31, 2015, the Company disposed the operation unit of OODI for US$1,000 to Jet Express Trading Limited, a Hong Kong registered company.



F-7


ZZLL INFORMATION TECHNOLOGY, INC. AND SUBSIDIARIES

(F/K/A GREEN STANDARD TECHNOLOGIES, INC.)

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)


NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)



On April 23, 2013 the Company incorporated a subsidiary company in Hong Kong under the name Syndicore Asia Limited. Syndicore Asia Limited (“SAL”) is an online media company that syndicates video in a cloud-based, multimedia conduit serving a growing, global community of content creators, news outlets and leading brands. Syndicore Asia Limited will be a provider of syndicated video media to news organizations in the Asia Pacific region. In addition, Syndicore Asia Limited plans to aggregate content from the Asia Pacific region and provide it to news organizations around the world.

 

On May 31, 2013 the Registrant completed an offering of 15,000,000 shares of its common stock. These shares were sold to a total of eighteen (18) shareholders for a total consideration of $75,000. These shares were sold on a private placement basis and the Company paid no commission in connection with such sales. All sales were made outside of the United States. Securities issued by the Company did not involve any public offering of securities. Investors who purchased securities in the private placement had access to information about the Registrant which was necessary to allow them to make an informed investment decision. The Registrant has been informed that each shareholder is able to bear the economic risk of his investment they ar aware that the securities are not registered under the Securities Act. The purchasers of the securities have been notified that the securities cannot be re-offered or re-sold unless the securities are registered or are qualified for sale pursuant to an exemption from registration. Neither the Registrant nor any person acting on its behalf offered or sold the securities by means of any form of general solicitation or general advertising. All purchasers represented in writing that they acquired the securities for their own accounts and not with a view to or for resale in connection with any distribution. A legend will be placed on each of the stock certificates stating that the securities are restricted, they have not been registered under the Securities Act and they cannot be sold or otherwise transferred without an effective registration or an exemption therefrom.

 

On April 1, 2013, the Board of Director resolved to pay an officer for a monthly service fee of US$4,250. The fee was raised to US$10,000 per month as of October 1, 2013. The Company has an option to pay the officer by common stock in lieu of cash at a rate of $0.005 per share.  During 2013, the Company issued 1,700,000 shares on June 3, 2013; 850,000 shares on July 2, 2013; 850,000 shares on August 5, 2013 and 850,000 shares on September 6, 2013 with an aggregate of 4,250,000 shares in lieu of $21,250 compensation to the officer. The amounts recorded were about $85,000 at fair price per ASC 718.  

 

On November 15, 2013 we forfeited and canceled 3,365,000 shares common stock which was subscribed by four (4) shareholders on May 31, 2013. However, they did not fulfill their payment obligation on the shares that were valued at $16,825 according to the subscription term. The Company forfeited and canceled such 3,365,000 common shares.

 

On December 15, 2013, the Company, through its wholly-owned subsidiary Syndicore Asia Limited, a Hong Kong Company (“SAL”), entered into a Distribution Agreement (the “Distribution Agreement”) with SendtoNews Video, Inc., a British Columbia company (“STN”). Under the terms of the Distribution Agreement, SAL was granted an exclusive license to use, modify, edit, reproduce, distribute, feed, store, communicate, display, and transmit STN’s content in the Asia Pacific Territory (the “Content”). STN is the content provider for various worldwide sporting events. STN would also provide on-going assistance to SAL with regard to technical, administrative, and service-orientated issues relating to the delivery, utilization, transmission, storage and maintenance of the Content.

 

On January 20, 2014, the parties entered into a revised Distribution Agreement whereby STN has agreed to provide SAL transferrable rights for the use, reproduction, storage, display, and transmission of certain content subject to pre-approval in writing from STN. In addition, the revised Distribution Agreement includes changes to the revenue sharing terms, and adds a share of advertising revenue directly resulting from aggregated content by SAL within the territory.

 

On July 8, 2014 the Registrant completed an offering of 300,000 shares of common stock and warrants (the “Units”). These Units were sold to one shareholder for a total consideration of $150,000. These Units were sold on a private placement basis and the Company paid no commission in connection with such sales. All sales were made outside of the United States.

On August 1, 2014 the Company subscribed to 1,000,000 shares of the $.0001 par value common stock of Green Standard Technologies Enterprises, Inc. (F/K/A Green Standard Technologies, Inc.), a Corporation duly organized under the laws of the state of Nevada for $100.00.



F-8


ZZLL INFORMATION TECHNOLOGY, INC. AND SUBSIDIARIES

(F/K/A GREEN STANDARD TECHNOLOGIES, INC.)

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)


NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION  (CONTINUED)

 



Green Standard Technologies Enterprises, Inc is in the medical and recreation marijuana industry, and the establishment of a website will be used to further their business by providing visitors with medical and recreational marijuana resources. Management believes that this online presence is essential in developing and expanding their existing business.

On October 29, 2014 the Company, through its wholly owned subsidiary, Green Standard Technologies Enterprises, Inc., entered into a Website Development Agreement with Social Asylum Inc. (“SAI”). Under the terms of the Agreement SAI has agreed to provide a fully functioning ecommerce website with unique and proprietary functions. According to a mutually agreed upon set of features and milestones for a minimum cost of $150,000, but the cost could potentially be higher depending on finalized functionality, scope and details. Also included are plans for launch, market and geographic expansion.

On October 29, and November 3, 2014 the Registrant completed an offering of 160,000 shares of common stock and warrants (the “Units”). These Units were sold to two shareholders for a total consideration of $80,000. These units were sold on a private placement basis and the Company paid no commission in connection with such sales. All sales were made outside of the United States.

On December 8, 2014 the Registrant completed an offering of 100,000 shares of common stock and warrants (the “Units”). These Units were sold to one shareholder for a total consideration of $30,000. These Units were sold on a private placement basis and the Company paid no commission in connection with such sales. All sales were made outside of the United States.

On January 13, 2015, the Registrant completed an offering of 140,000 shares of common stock and warrants (the “Units”). The warrants are exercisable for a period of two years after the subscription date at an exercise price of $.40 per shares. These Units were sold to one shareholder for a total consideration of $42,000. These Units were sold on a private placement basis and the Company paid no commission in connection with such sales. All sales were made outside of the United States.

On June 6,2015, the Nevada subsidiary, Green Standard Technologies Inc. amended their name to “Green Standard technologies Enterprises, Inc. On June 17, 2015, the Nevada holding company, Baoshinn Corporation has been amended to the name “Green Standard Technologies, Inc.”.

 

NOTE 2. DESCRIPTION OF BUSINESS



OODI is a development-stage company that plans to develop and operate a retail internet website specializing in gourmet Italian food products. On March 31, 2015, the Company disposed the operation unit of OODI for US$1,000 to Jet Express Trading Limited, a Hong Kong registered company. 

 

Syndicore Asia Limited (“SAL”) is an online media company that syndicates video in a cloud-based, multimedia conduit serving a growing global community of content creators, news outlets and leading brands. Syndicore Asia Limited will be a provider of syndicated video media to news organizations in the Asia Pacific region. In addition, Syndicore Asia Limited plans to aggregate content from the Asia Pacific region and provide it to news organizations around the world.


Syndicore Asia Limited will strive to become a leading digital content provider for the Asia Pacific region, capitalizing on an explosively growing market with local, regional and national content that was previously unavailable. This is a new and exciting market, and offers unparalleled opportunities for expansion and rapid growth.

 

SAL’s exclusive distribution agreement with SendtoNews Video Incorporated (“STN”) for the Asia Pacific region includes major markets such as Japan, China and India. SAL now has distribution rights of online content for some of the world’s leading sports organizations with the same highlights, player interviews and other fan-interest content. SAL, being the exclusive provider in the Asia Pacific region for highly sought after content, offers deep market exposure with unprecedented efficiency and metrics-driven transparency. On the other side of the distribution chain, we will create SAL’s own proprietary news partnerships to provide guaranteed content distribution in return for a corresponding share of advertising revenues to a News industry looking to supplement their rapidly declining traditional ad revenue with viable “digital-age” revenue.




F-9


ZZLL INFORMATION TECHNOLOGY, INC. AND SUBSIDIARIES

(F/K/A GREEN STANDARD TECHNOLOGIES, INC.)

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)


NOTE 2. DESCRIPTION OF BUSINESS (CONTINUED)

 


On August 1, 2014 Green Standard Technologies, Inc. (F/K/A Baoshinn Corporation) formed Green Standard Technologies Enterprises, Inc. (F/K/A Green Standard Technologies, Inc.), (“GSTEI) as a wholly owned subsidiary incorporated under the law of the state of Nevada. The Company’s second line of business is carried out by this subsidiary.

Green Standard Technologies Enterprises, Inc. (“GSTEI) is in the medical and recreation marijuana industry, and the establishment of a website will be used to further their business by providing visions with medical and recreational marijuana resource.

On October 29, 2014 Green Standard Technologies Enterprises, Inc., entered into a Website Development Agreement with Social Asylum Inc. (“SAI”). Under the terms of the Agreement SAI has agreed to provide a fully functioning ecommerce website with unique and proprietary functions, according to a mutually agreed upon set of features and milestones for minimum cost of $150,000, but the cost could potentially be higher depending on finalized functionality, scope and details. Also included are plans for launch, market and geographic expansion in the USA and potentially Europe.

Green Standard Technologies Enterprises, Inc. (“GSTEI) is in the medical and recreation marijuana industry, and the establishment of a website will be used to further their business by providing visions with medical and recreational marijuana resource.

On October 29, 2014 Green Standard Technologies Enterprises, Inc., entered into a Website Development Agreement with Social Asylum Inc. (“SAI”). Under the terms of the Agreement SAI has agreed to provide a fully functioning ecommerce website with unique and proprietary functions, according to a mutually agreed upon set of features and milestones for minimum cost of $150,000, but the cost could potentially be higher depending on finalized functionality, scope and details. Also included are plans for launch, market and geographic expansion in the USA and potentially Europe.

On April 1, 2015, Green Standard Technologies, Inc. (F/K/A Baoshinn Corporation) and Rider Capital Corp. signed the following agreements:

(1)

Contractor Agreement to serve as an expert on filing services. GST shall pay $360,000 USD for one (1) year on April 1, 2015 and on the anniversary date of the contract to Rider Capital Corp., unless otherwise terminated.

(2)

Contractor Agreement to serve as an expert on compliance services. GST shall pay $450,000 USD for one (1) year on April 1, 2015 and on the anniversary date of the contract to Rider Capital Corp., unless otherwise terminated.

(3)

Contractor Agreement to serve as an expert on distribution and business development. GST shall pay $550,000 USD for one (1) year on April 1, 2015 and on the anniversary date of the contract to Rider Capital Corp., unless otherwise terminated.

On April 1, 2015, the Company issued three convertible promissory notes to Rider Capital Corp. in the sum of $360,000, $450,000 and $550,000 with 8% annual interest rate, no collateral and redeemable on October 2015 in exchange for the contractor agreement signed for the filing, compliance and distribution and business development services to be provided.

On September 24, 2015, the Company and Rider Capital Corp. signed the Debt Cancellation Notes for the following Consulting Contracts and Promissory Note agreements, leaving no outstanding balance owing between the Contractor and the Company:

(1)

Contractor Agreement to serve as an expert on filing services signed on April 1, 2015. Promissory Note is in the amount of $360,000.

(2)

Contractor Agreement to serve as an expert on compliance services signed on April 1, 2015. Promissory Note is in the amount of $450,000.

(3)

Contractor Agreement to serve as an expert on distribution and business development signed on April 1, 2015. Promissory Note is in the amount of $550,000.




F-10


ZZLL INFORMATION TECHNOLOGY, INC. AND SUBSIDIARIES

(F/K/A GREEN STANDARD TECHNOLOGIES, INC.)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)


NOTE 3. GOING CONCERN

 


The financial statements have been prepared in accordance with generally accepted principles in the United States applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As of December 31, 2016, the Company has accumulated deficits of $1,827,188, generated a net loss of $242,269 for the year ended December 31, 2016 and its current liabilities exceed its current assets resulting in negative working capital of $39,999. In view of the matters described above, recoverability of a major portion of the recorded asset amounts and realization of the portion of current liabilities into revenue shown in the accompanying balance sheets are dependent upon continued operations of the Company, which in turn are dependent upon the Company's ability to raise additional financing and to succeed in its future operations.  The Company may need additional cash resources to operate during the upcoming 12 months, and the continuation of the Company may be dependent upon the continuing financial support of investors, directors and/or shareholders of the Company. However, there is no assurance that equity or debt offerings will be successful in raising sufficient funds to assure the eventual profitability of the Company. 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 be necessary should the Company be unable to continue as a going concern.

 

Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern. The Company is actively pursuing additional funding which would enhance capital employed and strategic partners which would increase revenue bases or reduce operation expenses. Management believes that the above actions will allow the Company to continue its operations throughout this fiscal year.

 

NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 


Basis of presentation and consolidation

 

The accompanying consolidated financial statements of the Group have been prepared in accordance with generally accepted accounting principles in the United States of America.

 

On June 29, 2010, the Financial Accounting Standards Board (FASB) established the FASB Accounting Standards Codification (Codification) as the single source of authoritative US generally accepted accounting principles (GAAP) for all non-governmental entities Rules and interpretive releases of the Securities and Exchange Commission (SEC) and also sources of authoritative US GAAP for SEC registrants. The Codification does not change US GAAP but takes previously issued FASB standards and other U.S. GAAP authoritative pronouncements, changes the way the standards are referred to, and includes them in specific topic arrears. The adoption of the Codification did not have any impact on the Group’s financial statements.

 

The consolidated financial statements are presented in US Dollars and include the accounts of the Group and its subsidiaries.  All significant inter-company accounts and transactions have been eliminated in consolidation.

 

The following table depicts the identity of the subsidiaries:

Name of Subsidiary

Place of Incorporation

Attributable Equity Interest %

Registered Capital

Green Standard Technologies Enterprise, Inc. (1)

Nevada

100

USD

100

Syndicore Asia Limited

Hong Kong

100

HKD

1

Z-Line International E-Commerce Limited

Hong Kong

55

HKD

8,000,000

       

Note:


(1) Wholly owned subsidiary of ZZLL

(2) Wholly owned subsidiary of ZZLL

(3) 55% owned subsidiary of Syndicore Asia Limited


The results of subsidiaries acquired or disposed of during the years are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal.



F-11


ZZLL INFORMATION TECHNOLOGY, INC. AND SUBSIDIARIES

(F/K/A GREEN STANDARD TECHNOLOGIES, INC.)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)


NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 


Use of estimates

 

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting year.  These accounts and estimates include, but are not limited to, the valuation of accounts receivable, deferred income taxes and the estimation on useful lives of plant and equipment.  Actual results could differ from those estimates. Concentrations of credit risk

 

Financial instruments that potentially subject the Group to significant concentrations of credit risk consist principally of accounts receivable.  In respect of accounts receivable, the Group extends credit based on an evaluation of the customer’s financial condition, generally without requiring collateral or other security.  In order to minimize the credit risk, the management of the Group has delegated a team responsibility for determination of credit limits, credit approvals and other monitoring procedures to ensure that follow-up action is taken to recover overdue debts.  Further, the Group reviews the recoverable amount of each individual trade debt at each balance sheet date to ensure that adequate impairment losses are made for irrecoverable amounts.  In this regard, the directors of the Group consider that the Group’s credit risk is significantly reduced.  

 

Cash and cash equivalents

 

Cash and cash equivalents include all cash, deposits in banks and other highly liquid investments with initial maturities of three months or less.

 

  Accounts receivable

 

Accounts receivable are stated at original amount less allowance made for doubtful receivables, if any, based on a review of all outstanding amounts at the year end.  An allowance is also made when there is objective evidence that the Group will not be able to collect all amounts due according to original terms of receivables.  Bad debts are written off when identified.  The Group extends unsecured credit to customers in the normal course of business and believes all accounts receivable in excess of the allowances for doubtful receivables to be fully collectible.  The Group does not accrue interest on trade accounts receivable. The Group has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis credit evaluations are preferred on all customers requiring credit over a certain amount.  The Group had experienced the bad debts of $nil and $nil during the year ended December 31, 2016 and 2015 respectively.

 

Plant and equipment

 

Plant and equipment are stated at cost less accumulated depreciation.  Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use.  Maintenance, repairs and betterments, including replacement of minor items, are charged to expense; major additions to physical properties are capitalized.

 

Depreciation of plant and equipment is provided using the straight-line method over their estimated useful lives at the following annual rates:

         

 

Furniture and fixtures

20% - 50%

 

 

 

Office equipment

20%

 

 

 

Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Assets to be disposed of are separately presented in the balance sheet and reported at the lower of the carrying amount or fair value less costs to sell, and are no longer depreciated.



F-12


ZZLL INFORMATION TECHNOLOGY, INC. AND SUBSIDIARIES

(F/K/A GREEN STANDARD TECHNOLOGIES, INC.)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)


NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 


Revenue recognition

 

The Group recognizes revenue when it is earned and realizable based on the following criteria: persuasive evidence that an arrangement exists, services have been rendered, the price is fixed or determinable and collectability is reasonably assured.

 

The Group also evaluates the presentation of revenue on a gross versus a net basis through application of Emerging Issues Task Force No. (“EITF”) 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent . The consensus of this literature is that the presentation of revenue as “the gross amount billed to a customer because it has earned revenue from the sale of goods or services or the net amount retained (that is, the amount billed to a customer less the amount paid to a supplier) because it has earned a commission or fee” is a matter of judgment that depends on the relevant facts and circumstances. In making an evaluation of this issue, some of the factors that should be considered are: whether the Group is the primary obligor in the arrangement (strong indicator); whether it has general inventory risk (before customer order is placed or upon customer return) (strong indicator); and whether we have latitude in establishing price. The guidance clearly indicates that the evaluations of these factors, which at times can be contradictory, are subject to significant judgment and subjectivity. If the conclusion drawn is that the Group performs as an agent or a broker without assuming the risks and rewards of ownership of goods, revenue should be reported on a net basis.

 

Advertising expenses

 

Advertising expenses are charged to expense as incurred. The advertising expenses incurred for the year ended December 31, 2016 and 2015 were $Nil and $293 respectively.

 

  Income Taxes

 

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

The FASB issued Accounting Standard Codification Topic 740 (ASC 740) “Income Taxes”. ASC 740 clarifies the accounting for uncertainty in tax positions. This requires that an entity recognized in the consolidated financial statements the impact of a tax position, if that position is more likely than not of being sustained upon examination, based on the technical merits of the position. The adoption of ASC 740 did not have any impact on the Group’s results of operations or financial condition for the year ended 31 December, 2016.  As of the date of the adoption of ASC 740, the Group has no material unrecognized tax benefit which would favorably affect the effective income tax rate in future periods.  The Group has elected to classify interest and penalties related to unrecognized tax benefits, if and when required, as part of income tax expense in the consolidated statements of operations.

 

Comprehensive income

 

Other comprehensive income refers to revenues, expenses, gains and losses that under U.S. GAAP are included in comprehensive income but are excluded from net income as these amounts are recorded as a component of stockholders’ equity.  The Group’s other comprehensive income represented foreign currency translation adjustments.

 



F-13


ZZLL INFORMATION TECHNOLOGY, INC. AND SUBSIDIARIES

(F/K/A GREEN STANDARD TECHNOLOGIES, INC.)

 

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)


NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 


Foreign currency translation

 

The functional currency of the Group is Hong Kong dollars (“HK$”).  The Group maintains its financial statements in the functional currency.  Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates.  Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchanges rates prevailing at the dates of the transaction. In 2015, the exchange rate being used to translate amount in HK$ is fixed at 7.8 to 1 for the purpose of preparing the consolidated financial statements which is derived from October 17, 1983 monetary policy from Hong Kong Monetary Authority where the Hong Kong dollar was pegged at a rate of 7.8 HK$ = 1 US$, through the currency board system with a limited floating range from 7.85 to 7.75.  Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.

 

For financial reporting purposes, the financial statements of the Group which are prepared using the functional currency have been translated into United States dollars.  Assets and liabilities are translated at the exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates and stockholders’ equity is translated at historical exchange rates.  Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of stockholders’ equity.

 

 

Year ended

 

Year ended

 

 

Dec 31, 2016

 

Dec 31, 2015

Year end HK$ : US$ exchange rate

 

7.8

 

7.8

Average yearly HK$ : US$ exchange rate

 

7.8

 

7.8

 

Fair value of financial instruments

 

The carrying values of the Group’s financial instruments, including cash and cash equivalents, trade and other receivables, deposits, trade and other payables approximate their fair values due to the short-term maturity of such instruments. The carrying amounts of borrowings approximate their fair values because the applicable interest rates approximate current market rates.

 

Stock-based Compensation

 

Share-based compensation including stock options and common stock awards issued to employees and directors for services and are accounted for in accordance with FASB ASC 718 "Compensation - Stock Compensation" and share-based compensation including warrants and common stock awards issued to consultants and nonemployees are accounted for in accordance with FASB ASC 505-50 "Equity-Based Payment to Non-employees.  All grant of common stock awards and stock options/warrants to employees and directors are recognized in the financial statements based on their grant date fair values. Awards to consultants and nonemployees are recognized based upon their fair value as of the earlier of a commitment date or completion of services. The grant date(s) of all awards are determined under the guidance of ASC 718-10-25-5. The Company estimates fair value of common stock awards based the quoted price of the Company's common stock on the grant date. The fair value of stock options and warrants is determined using the appropriate option pricing model depends on the applicable of situation.


On April 1, 2013, the Board of Director resolved to pay an officer for a monthly service fee of US$4,250. The fee was raised to US$10,000 per month as at October 1, 2013. The Company has an option to pay the officer by common stock in lieu of cash at a rate of $0.005 per share.  During 2013, the Company issued 1,700,000 shares on June 3, 2013; 850,000 shares on July 2, 2013; 850,000 shares on August 5, 2013 and 850,000 shares on September 6, 2013 with an aggregate of 4,250,000 shares in lieu of $21,250 compensation to the officer. The amounts recorded were about $85,000 at fair price per ASC 718.  

 



F-14


ZZLL INFORMATION TECHNOLOGY, INC. AND SUBSIDIARIES

(F/K/A GREEN STANDARD TECHNOLOGIES, INC.)

 

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)


NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 


Basic and diluted earnings per share

 

The Group computes earnings per share (“EPS’) in accordance with FASB Accounting Standard Codification Topic 260 (ASC 260) “Earnings Per Share”, and SEC Staff Accounting Bulletin No. 98 (“SAB 98”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

 

The calculation of diluted weighted average common shares outstanding for the year ended December 31, 2016 is based on the estimate fair value of the Group’s common stock during such periods applied to options using the treasury stock method to determine if they are dilutive.

  

Effective on October 19, 2011, each of ten (10) shares of the Company’s Common Stock, par value $.001 per share, issued and outstanding immediately prior to the Effective Time (the “Old Common Stock”) shall automatically and without any action on the part of the holder thereof, be reclassified as and changed, pursuant, into one (1) share of the Company’s outstanding Common Stock (the “New Common Stock”).

 

The following tables are a reconciliation of the weighted average shares used in the computation of basic and diluted earnings per share for the periods presented:


       
 

Year Ended

Dec. 31, 2016

 

Year Ended

Dec. 31, 2015

 

$

 

$

Numerator for basic and diluted earnings per share:

 

 

 

    Net (loss)/income

(235,737)

 

(247,239)

       

Denominator:

 

 

 

Basic weighted average shares

31,537,157

 

18,725,003

Effect of dilutive securities

-

 

-

       

Diluted weighted average shares

31,537,157

 

18,725,003

       

Basic earnings per share:

(1.32 cents)

 

(1.32 cents)

       

Diluted earnings per share:

(1.32cents)

 

(1.32 cents)

 

Related parties transactions

 

A related party is generally defined as (i) any person that holds 10% or more of the Group’s securities and their immediate families, (ii) the Group’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Group, or (iv) anyone who can significantly influence the financial and operating decisions of the Group. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

 

Commitments and contingencies

 

Liabilities for loss contingencies arising from claims, assessments, litigation, fines and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.


F-15


ZZLL INFORMATION TECHNOLOGY, INC. AND SUBSIDIARIES

(F/K/A GREEN STANDARD TECHNOLOGIES, INC.)

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)


NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



Recently issued accounting pronouncements

 

The FASB has issued ASU No. 2015-06 about Topic 260, Earnings Per Share, which contains guidance that addresses master limited partnerships that originated from Emerging Issues Task Force (EITF) Issue No. 07-4. This amendment in this Update specify that for purposes of calculating historical earnings per unit under the two-class method, the earnings (losses) of a transferred business before the date of a dropdown transaction should be allocated entirely to the general partner. In that circumstance, the previously reported earnings per unit of the limited partners (which is typically the earnings per unit measure presented in the financial statements) would not change as a result of the dropdown transaction. Qualitative disclosures about how the rights to the earnings (losses) differ before and after the dropdown transaction occurs for purposes of computing earnings per unit under the two-class method also are required. The amendments in this Update are effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Earlier application is permitted.

 

The FASB has issued ASU No. 2015-07 about Topic 820, Fair Value Measurement, which permits a reporting entity, as a practical expedient, to measure the fair value of certain investments using the net asset value per share of the investment. The amendments in this Update remove the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The amendments also remove the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient. The amendments in this Update apply to reporting entities that elect to measure the fair value of an investment within the related scope by using the net asset value per share (or its equivalent) practical expedient.

 

The FASB has issued Accounting Standards Update 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). The amendments apply to reporting entities that elect to measure the fair value of an investment using the net asset value per share (or its equivalent) practical expedient.

 

Topic 820, Fair Value Measurement, permits a reporting entity, as a practical expedient, to measure the fair value of certain investments using the net asset value per share of the investment. Currently, investments valued using the practical expedient are categorized within the fair value hierarchy on the basis of whether the investment is redeemable with the investee at net asset value on the measurement date, never redeemable with the investee at net asset value, or redeemable with the investee at net asset value at a future date. For investments that are redeemable with the investee at a future date, a reporting entity must consider the length of time until those investments become redeemable to determine the classification within the fair value hierarchy.


The amendments remove the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The amendments also remove the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure the fair value using that practical expedient.

 

The amendments are effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. A reporting entity should apply the amendments retrospectively to all periods presented. The retrospective approach requires that an investment for which fair value is measured using the net asset value per share practical expedient be removed from the fair value hierarchy in all periods presented in an entity’s financial statements. Earlier application is permitted.

 

The FASB has issued No. 2016-07 “Topic 323, Investments—Equity Method and Joint Ventures: Simplifying the Transition to the Equity Method of Accounting,” which aims to identify, evaluate, and improve areas of generally accepted accounting principles (GAAP) for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. The amendments in this Update affect all entities that have an investment that becomes qualified for the equity method of accounting as a result of an increase in the level of ownership interest or degree of influence. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The amendments should be applied prospectively upon their effective date to increases in the level of ownership interest or degree of influence that result in the adoption of the equity method. Earlier application is permitted.



F-16


ZZLL INFORMATION TECHNOLOGY, INC. AND SUBSIDIARIES

(F/K/A GREEN STANDARD TECHNOLOGIES, INC.)

 

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)


NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



Recently issued accounting pronouncements (continued)


The FASB has issued No. 2016-08 “Topic 606, Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net),” which requires the entity to determine whether the nature of its promise is to provide good or service to the customer (that is, the entity is a principal) or to arrange for the good or service to be provided to the customer by the other party (that is, the entity is an agent). This determination is based upon whether the entity controls the good or the service before it is transferred to the customer. The amendments in this Update affect entities with transactions included within the scope of Topic 606. The core principle of the guidance in Topic 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in this Update affect the guidance in Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606), which is not yet effective. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements of Update 2014-09. Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year.

 

The FASB has issued No. 2016-09 “Topic 718, Compensation—Stock Compensation: Improvements to Employee Share-Based Payment Accounting,” which aims to identify, evaluate, and improve areas of generally accepted accounting principles (GAAP) for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. The amendments in this Update affect all entities that issue share-based payment awards to their employees. The areas for simplification in this Update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The amendments eliminate the guidance in Topic 718 that was indefinitely deferred shortly after the issuance of FASB Statement No. 123 (revised 2004), Share-Based Payment. For public business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For all other entities, the amendments are effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted for any entity in any interim or annual period.

 

The FASB has issued No. 2016-10 “Topic 606, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing.” The amendments in this Update do not change the core principle of the guidance in Topic 606. Rather, the amendments in this Update clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. The amendments in this Update clarify that contractual provisions that, explicitly or implicitly, require an entity to transfer control of additional goods or services to a customer (for example, by requiring the entity to transfer control of additional rights to use or rights to access intellectual property that the customer does not already control) should be distinguished from contractual provisions that, explicitly or implicitly, define the attributes of a single promised license (for example, restrictions of time, geographical region, or use). The amendments in this Update affect the guidance in Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606), which is not yet effective.

 

The Company has considered all new accounting pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial condition, or cash flows, based on current information.

 

NOTE 5. AMOUNT DUE FROM NSML

 


Amount due form Network Service Management Limited (“NSML”) was the capital-in-arrear to be invested to Z-Line International E-Commerce Limited (“Z-Line”).  Z-Line is a corporation formed and incorporated on August 17, 2016 by the Company and NSML under the laws of Hong Kong.  The shareholdings of Z-Line are 55% for the Company and 45% for NSML, of which such 45% shareholding was not yet paid up as at December 31, 2016.



F-17


ZZLL INFORMATION TECHNOLOGY, INC. AND SUBSIDIARIES

(F/K/A GREEN STANDARD TECHNOLOGIES, INC.)

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)


NOTE 6. INCOME TAXES

 


The Company and its subsidiaries file separate income tax returns


The Company and one subsidiary are incorporated in the United States, and are subject to United States federal and state income taxes. The Company did not generate taxable income in the United States in 2016 and 2015.

 

Two subsidiaries are incorporated in Hong Kong, and are subject to Hong Kong Profits Tax at 16.5% for the twelve months ended December 31, 2016 and 2015. Provision for Hong Kong profits tax has not been made for the year presented as the subsidiaries have no assessable profits during the year.

 

Deferred taxes are determined based on the temporary differences between the financial statement and income tax bases of assets and liabilities as measured by the enacted tax rates which will be in effect when these differences reverse. For the year ended December 31, 2016 and 2015, the Group has tax loss carrying-forwards, which does not recognize deferred tax assets as it is not probable that future taxable profits against which the losses can be utilized will be available in the relevant tax jurisdiction and entity.

 

The Company did not have U.S, taxable income due to operating in Hong Kong, SAR. The Company did not file the U.S. federal income tax returns.  The Company did not have uncertainty tax positions or events leading to uncertainty tax position within the next 12 months. No Hong Kong Corporations Profits Tax Return filings are subject to Hong Kong Inland Revenue Department examination.

 

NOTE 7. OTHER PAYABLES AND ACCRUED LIABILITIES

 


The other payables and accrued liabilities were comprised of the following:

   

 

 

 

 

 

   
December 31, 2016
 
December 31, 2015
         

Accrued expenses

$

146,678

$

408,387

Other payables

 

17,873

 

-

         
 

$

164,551

$

408,387


NOTE 8. AMOUNT DUE FROM/TO RELATED PARTIES

 


Amount due from/to related parties are as follows:

   

 

 

 

   
December 31, 2016
 
December 31, 2015
         

Amount due from related parties

$

-

$

14,490

         

Amount due to related parties:

       

   Sean Webster

 

(28,007)

 

-

   Wei Zhu

 

(154,487)

 

-

         
 

$

(182,494)

$

-

 

As at December 31, 2016 and 2015, the amount due from/to related parties represent advances from shareholders of the Group and are interest free, unsecured and have no fixed repayment terms.


NOTE 9. STOCK OPTIONS

 


The Group has stock option plans that allow it to grant options to its key employees. During the year ended December 31, 2016 and 2015, the Company did not issue any stock options and there were no stock options being issued or outstanding.



F-18


 


ZZLL INFORMATION TECHNOLOGY, INC. AND SUBSIDIARIES

(F/K/A GREEN STANDARD TECHNOLOGIES, INC.)

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)

 

NOTE 10. PENSION PLANS

 


In 2016, the Group participates in a defined contribution pension scheme under the Mandatory Provident Fund Schemes Ordinance (“MPF Scheme”) for all its eligible employees in Hong Kong.

 

The MPF Scheme is available to all employees aged 18 to 64 with at least 60 days of service in the employment in Hong Kong.  Contributions are made by the Group’s subsidiary operating in Hong Kong at 5% of the participants’ relevant income with a ceiling of HK$30,000.  The participants are entitled to 100% of the Group’s contributions together with accrued returns irrespective of their length of service with the Group, but the benefits are required by law to be preserved until the retirement age of 65.  The only obligation of the Group with respect to MPF Scheme is to make the required contributions under the plan.

 

In the year ended December 31, 2016, the assets of the schemes are controlled by trustees and held separately from those of the Group.  In 2016, no assets are allocated to pension. Total pension cost was $Nil during year ended December 31, 2016 (2015: $Nil).

 

NOTE 11. FAIR VALUE MEASUREMENTS

 


The Group adopted FASB ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), related to the Group’s financial assets and liabilities. ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. ASC 820 defines fair value as the price that would be received for 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 on the measurement date. ASC 820 also describes three levels of inputs that may be used to measure fair value:

 

Level 1 — quoted prices in active markets for identical assets and liabilities.

 

Level 2 — observable inputs other than quoted prices in active markets for identical assets and liabilities.

 

Level 3 — unobservable inputs in which there is little or no market data available, which require the reporting entity to develop its own assumptions.

 

ASC 820 also provides guidance for determining the fair value of a financial asset when the market for that asset is not active, and for determining fair value when the volume and level of activity for an asset or liability have significantly decreased and includes guidance on identifying circumstances that indicate when a transaction is not orderly.

 

The effective date for certain aspects of ASC 820 was deferred and is currently being evaluated by the Group. Areas impacted by the deferral relate to nonfinancial assets and liabilities that are measured at fair value, but are recognized or disclosed at fair value on a nonrecurring basis. The effects of these remaining aspects of ASC 820 are to be applied by the Group to fair value measurements prospectively beginning November 1, 2010. The adoption of the remaining aspects of ASC 820 is not expected to have a material impact on its financial condition or results of operations.

 



F-19


ZZLL INFORMATION TECHNOLOGY, INC. AND SUBSIDIARIES

(F/K/A GREEN STANDARD TECHNOLOGIES, INC.)

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)


NOTE 11. FAIR VALUE MEASUREMENTS (CONTINUED)

 


The following table details the fair value measurements of assets and liabilities within the three levels of the fair value hierarchy at December 31, 2016 and 2015:

 

 

 

 

 

Fair Value Measurements at

reporting date using:

 

 

 

 

  December 31, 2015

 

Quoted Price in active Markets for identical assets

(level 1)

 

 

Significant Other

Observable Inputs

(Level 2)

 

 

Significant Other Unobservable Inputs

(Level 3)

 

 

$

 

$

 

$

 

$

Assets

 

 

 

 

 

 

 

 

Restricted cash

 

-

 

 

 

-

 

-

Cash and cash equivalents

 

58,174

 

58,174

 

-

 

-


 

 

 

 

Fair Value Measurements at

reporting date using:

 

 

 

 

  December 31, 2015

 

Quoted Price in active Markets for identical assets

(level 1)

 

 

Significant Other

Observable Inputs

(Level 2)

 

 

Significant Other Unobservable Inputs

(Level 3)

 

 

$

 

$

 

$

 

$

Assets

 

 

 

 

 

 

 

 

Restricted cash

 

-

 

 

 

-

 

-

Cash and cash equivalents

 

173

 

173

 

-

 

-


NOTE 12. COMMITMENTS AND CONTINGENCIES

 


The Company has operating lease agreements for office premises, which expiring through August 14, 2018. Future minimum rental payments under agreements classified as operating leases with non-cancellable terms for the next one year and thereafter as follows:

 

Year ending December 31,

 

2016

 

2015

2017

 

18,154

 

-

2018 and thereafter

 

11.346

 

-

         

Total

$

29,500

$

-


Rental expense paid for the year ended December 31, 2016 and 2015 were $6,808 and $Nil respectively.



F-20


ZZLL INFORMATION TECHNOLOGY, INC. AND SUBSIDIARIES

(F/K/A GREEN STANDARD TECHNOLOGIES, INC.)

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in US Dollars)


NOTE 13. RELATED PARTY TRANSACTIONS

 


As of December 31, 2016 and December 31, 2015, the Company had received advancement of $182,494 and $Nil from the shareholders for operating expenses.  These advancements bear no interest, no collateral and have no repayment term.

 

During the year ended December 31, 2016, the Company issued 6,696,500 common shares and 32,000,000 common shares to the officer on August 25, and September 20, respectively. The issuance with an aggregate of 38,696,500 common shares in lieu of $193,483 compensation to the officer under an option resolved in 2013 to pay the officer by common stock in lieu of cash at a rate of $0.005 per share. Further on November 10 and December 1, 2016, the Company further issued 1,000,000 common shares and 15,400,000 common shares to the officer respectively. The issuance with an aggregate of 16,400,000 common shares in lieu of $82,000 compensation to the officer under an option resolved in 2013 to pay the officer by common stock in lieu of cash at a rate of $0.005 per share.

 

NOTE 14. SUBSEQUENT EVENTS

 


On March 25, 2017, Mr. Philip Tsz Fung Lo, Mr. Wei Zhu and Mr. Riggs Cheung were appointed as Director of the Company for a term of one year until the Company’s next annual meeting of shareholders or until his successor is duly elected and qualified.  On April 1, 2017, Mr. Philip Tsz Fung Lo was appointed as Chief Financial Officer of the Company.  

 

Except the events mentioned above, the Company has evaluated all other subsequent events through April 15, 2017, the date these financial statements were issued, and determined that there were no other material subsequent event or transaction that require recognition or disclosures in the financial statements.



F-21


ZZLL INFORMATION TECHNOLOGY, INC. AND SUBSIDIARIES

(F/K/A GREEN STANDARD TECHNOLOGIES, INC.)


SCHEDULE II


VALUATION AND QUALIFYING ACCOUNTS AND RESERVES

 

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


SCHEDULE III


QUARTERLY INFORMATION (UNAUDITED)

 

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


F-22

Exhibit 31.1

AMENDED CERTIFICATION


I, Sean Webster, certify that:

 

1.

I have reviewed this amended annual report on Form 10-K/A of ZZLL Information Technology Inc. (the “registrant”);

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

     

Date: April 20, 2017

/s/ Sean Webster

 
 

Sean Webster

 
 

Chief Executive Officer

 

Exhibit 31.2

AMENDED CERTIFICATION


I, Philip Lo, certify that:

 

1.

I have reviewed this amended annual report on Form 10-K/A of ZZLL Information Technology Inc. (the “registrant”);

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

     

Date: April 20, 2017

/s/ Philip Lo

 
 

Philip Lo

 
 

Chief Financial Officer

 

Exhibit 32.1


AMENDED CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), I, Sean Webster, certify that:


1.

The Amended Annual Report of ZZLL Information Technology Inc. (the “Company”) on Form 10-K/A for the year ended December 31, 2016 (the “Report”), as filed with the Securities and Exchange Commission as of the date hereof, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

     

Date:     April 20, 2017

/s/ Sean Webster

 
 

Sean Webster

 
 

Chief Executive Officer of
ZZLL Information Technology Inc.

 

 

This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  

 

A signed original of this written statement required by Section 906 has been provided to ZZLL Information Technology Inc. and will be retained by ZZLL Information Technology Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2


AMENDED CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350), I, Philip Lo, certify that:


1.

The Amended Annual Report of ZZLL Information Technology Inc. (the “Company”) on Form 10-K/A for the year ended December 31, 2016 (the “Report”), as filed with the Securities and Exchange Commission as of the date hereof, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

     

Date:     April 20, 2017

/s/ Philip Lo

 
 

Philip Lo

 
 

Chief Financial Officer of
ZZLL Information Technology Inc.

 


This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


A signed original of this written statement required by Section 906 has been provided to ZZLL Information Technology Inc. and will be retained by ZZLL Information Technology Inc. and furnished to the Securities and Exchange Commission or its staff upon request.