MVNC 10-Q

Marvion Inc. (MVNC)

10-Q 2022-04-07 For: 2021-09-30

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Nevada		26-2723015
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

PART I - FINANCIAL INFORMATION		Page

Item 1. Financial Statements		1

Condensed Consolidated Balance Sheets as of September 30, 2021 and December 31, 2020		1

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) for the Three and Nine Months Ended September 30, 2021 and 2020		2

Condensed Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2021 and 2020		3

Condensed Consolidated Statements of Changes in Equity (Deficit) (Unaudited) for the Three and Nine Months Ended September 30, 2021 and 2020		4

Notes to Condensed Consolidated Financial Statements (Unaudited)		5

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18

Item 3. Quantitative and Qualitative Disclosures About Market Risk		24

Item 4. Controls and Procedures		24


PART II - OTHER INFORMATION		25

Item 1. Legal Proceedings		25

Item 1A. Risk Factors		25

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		25

Item 3. Defaults Upon Senior Securities		25

Item 4. Mine Safety Disclosures		25

Item 5. Other Information		25

Item 6. Exhibits		26

SIGNATURES		27

	·	PRC regulation of loans to and direct investments in PRC entities by offshore holding companies may delay or prevent us from using the proceeds of this offering to make loans or additional capital contributions to our operating subsidiaries in Hong Kong. Substantial uncertainties exist with respect to the interpretation of the PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations. Please see ‘Risk Factors- PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds we receive from offshore financing activities to make loans to or make additional capital contributions to our Hong Kong subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand business.” set forth in the Form 10.

	·	In light of China’s extension of its authority into Hong Kong, the Chinese government can change Hong Kong’s rules and regulations at any time with little or no advance notice, and can intervene and influence our operations and business activities in Hong Kong. We are currently not required to obtain approval from Chinese authorities to list on U.S. exchanges. However, if our subsidiaries or the holding company were required to obtain approval in the future, or we erroneously conclude that approvals were not required, or we were denied permission from Chinese authorities to operate or to list on U.S. exchanges, we will not be able to continue listing on a U.S. exchange and the value of our common stock would likely significantly decline or become worthless, which would materially affect the interest of the investors. There is a risk that the Chinese government may intervene or influence our operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in Hong Kong-based issuers, which could result in a material change in our operations and/or the value of our securities. Further, any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers would likely significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Please see “Risk Factors-We face the risk that changes in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in the Hong Kong and the profitability of such business.” and “Substantial uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business that we may be able to conduct in Hong Kong and accordingly on the results of our operations and financial condition.” and “The Chinese government exerts substantial influence over the manner in which we must conduct our business activities. We are currently not required to obtain approval from Chinese authorities to list on U.S. exchanges. However, to the extent that the Chinese government exerts more control over offerings conducted overseas and/or foreign investment in China-based issuers over time and if our PRC subsidiaries or the holding company were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange and the value of our common stock may significantly decline or become worthless, which would materially affect the interest of the investors.” set forth in the Form 10.

	·	Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment.

	·	We may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. We may be liable for improper use or appropriation of personal information provided by our customers. Please see “Risk Factors- The Chinese government exerts substantial influence over the manner in which we must conduct our business activities. We are currently not required to obtain approval from Chinese authorities to list on U.S exchanges. However, to the extent that the Chinese government exerts more control over offerings conducted overseas and/or foreign investment in China-based issuers over time and if our PRC subsidiaries or the holding company were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange and the value of our common stock may significantly decline or become worthless, which would materially affect the interest of the investors.” set forth in the Form 10.

	·	Under the Enterprise Income Tax Law of the PRC (“EIT Law”), we may be classified as a “Resident Enterprise” of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC shareholders. Please see “*Risk Factors- Our global income may be subject to PRC taxes under the PRC Enterprise Income Tax Law, which could have a material adverse effect on our results of operations.*” set forth in the Form 10.

	·	Failure to comply with PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident Shareholders to personal liability, may limit our ability to acquire Hong Kong and PRC companies or to inject capital into our Hong Kong subsidiary, may limit the ability of our Hong Kong subsidiaries to distribute profits to us or may otherwise materially and adversely affect us.

	·	The recent joint statement by the SEC and PCAOB, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. Trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate completely our auditor, and that as a result an exchange may determine to delist our securities. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (HFCAA) which would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two thus reducing the time before our securities may be prohibited from trading or being delisted. On December 2, 2021, the U.S. Securities and Exchange Commission adopted rules to implement the HFCAA. Pursuant to the HFCAA, the Public Company Accounting Oversight Board (PCAOB) issued its report notifying the Commission that it is unable to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong due to positions taken by authorities in mainland China and Hong Kong. Our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021. However, in the event the Malaysian authorities subsequently take a position disallowing the PCAOB to inspect our auditor, then we would need to change our auditor to avoid having our securities delisted. Please see “Risk Factors- The Holding Foreign Companies Accountable Act requires the Public Company Accounting Oversight Board (PCAOB) to be permitted to inspect the issuer's public accounting firm within three years. This three-year period will be shortened to two years if the Accelerating Holding Foreign Companies Accountable Act is enacted. There are uncertainties under the PRC Securities Law relating to the procedures and requisite timing for the U.S. securities regulatory agencies to conduct investigations and collect evidence within the territory of the PRC. If the U.S. securities regulatory agencies are unable to conduct such investigations, they may suspend or de-register our registration with the SEC and delist our securities from applicable trading market within the US.” set forth in the Form 10.

	·	You may be subject to PRC income tax on dividends from us or on any gain realized on the transfer of shares of our common stock. Please see “*Risk Factors- Dividends payable to our foreign investors and gains on the sale of our shares of common stock by our foreign investors may become subject to tax by the PRC.*” set forth in the Form 10.

	·	We face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies. Please see “*Risk Factors- We and our shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.*” set forth in the Form 10.

	·	We are organized under the laws of the State of Nevada as a holding company that conducts its business through a number of subsidiaries organized under the laws of foreign jurisdictions such as Hong Kong, Singapore and the British Virgin Islands. This may have an adverse impact on the ability of U.S. investors to enforce a judgment obtained in U.S. Courts against these entities, bring actions in Hong Kong against us or our management or to effect service of process on the officers and directors managing the foreign subsidiaries. Please see “*Risk Factors- It may be difficult for stockholders to enforce any judgment obtained in the United States against us, which may limit the remedies otherwise available to our stockholders*.” set forth in the Form 10.

	·	U.S. regulatory bodies may be limited in their ability to conduct investigations or inspections of our operations in China.

	·	There are significant uncertainties under the EIT Law relating to the withholding tax liabilities of our PRC subsidiary, and dividends payable by our PRC subsidiary to our offshore subsidiaries may not qualify to enjoy certain treaty benefits. Please see “*Risk Factors- Our global income may be subject to PRC taxes under the PRC Enterprise Income Tax Law, which could have a material adverse effect on our results of operations*.” set forth in the Form 10.


	September 30, 2021			December 31, 2020
		(Unaudited)			(Audited)
ASSETS
Current assets:
Loans and interest receivable	$	19,041		$	–
Prepayment and other receivables		4,119			1,290
Cash and cash equivalents		2,647			1,360

Total current assets		25,807			2,650

Non-current asset:
Intangible asset		3,493			–

TOTAL ASSETS	$	29,300		$	2,650

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accrued liabilities and other payables	$	44,366		$	64
Amount due to a director		54,007			4,218

Total current liabilities		98,373			4,282

TOTAL LIABILITIES		98,373			4,282

Commitments and contingencies		–			–

STOCKHOLDERS’ DEFICIT
Preferred Stock, Series A, par value $0.0001, 10,000,000 share authorized, 10,000,000 shares issued and outstanding at September 30, 2021 and December 31, 2020		1,000			1,000
Preferred Stock, Series B, par value $0.0001, 1,000,000 share authorized, 361,999 and 361,999 shares issued and outstanding at September 30, 2021 and December 31, 2020		36			36
Preferred Stock, Series C, par value $0.0001, 1 share authorized, 1 and 1 shares issued and outstanding at September 30, 2021 and December 31, 2020		1			1
Common stock, par value $0.0001, 1,970,000,000 shares authorized, 1,970,000,000 and 1,970,000,000 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		197,000			197,000
Common stock to be issued		13,836,639			13,836,639
Accumulated other comprehensive income (loss)		104			(16	)
Accumulated deficit		(14,103,853	)		(14,036,292	)

Stockholders’ deficit		(69,073	)		(1,632	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	29,300		$	2,650


	Three months ended September 30,						Nine months ended September 30,
	2021			2020			2021			2020

Revenue, net	$	13,677		$	–		$	177,017		$	–

Cost of revenue		(3,628	)		–			(60,967	)		–

Gross profit		10,049			–			116,050			–

Operating expenses:
General and administrative expenses		(84,974	)		(52	)		(183,611	)		(433	)
Total operating expenses		(84,974	)		(52	)		(183,611	)		(433	)

LOSS BEFORE INCOME TAXES		(74,925	)		(52	)		(67,561	)		(433	)

Income tax expense		–			–			–			–

NET LOSS		(74,925	)		(52	)		(67,561	)		(433	)

Other comprehensive loss:
Foreign currency adjustment loss		120			–			120			(4	)

COMPREHENSIVE LOSS		(74,805	)		(52	)	$	(67,441	)	$	(437	)

Net loss per share – Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average common shares outstanding
– Basic		1,970,000,000			1,320,082,946			1,970,000,000			1,320,082,946
– Diluted		1,970,000,000			1,320,082,946			1,970,000,000			1,320,082,946


	Nine Months Ended September 30, 2021
	Preferred Stock				Common stock				Common stock to be issued				Accumulated other						Total Stockholders
	No. of shares		Amount		No. of shares		Amount		No. of shares		Amount		Comprehensive loss			Accumulated deficit			(deficit) equity
Balance as of January 1, 2020 (restated)		–	$	–		1,320,082,946	$	132,009		138,366,398,507	$	13,836,639	$	(13	)	$	(13,969,399	)	$	(764	)
Foreign currency translation adjustment		–		–		–		–		–		–		(4	)		–			(4	)
Net loss for the period		–		–		–		–		–		–		–			(433	)		(433	)

Balance as of September 30, 2020		–	$	–		1,320,082,946	$	132,009		138,366,398,507	$	13,836,639	$	(17	)	$	(13,969,832	)	$	(1,201	)

Balance as of January 1, 2021		10,362,000	$	1,037		1,970,000,000	$	197,000		138,366,398,507	$	13,836,639	$	(16	)	$	(14,036,292	)	$	(1,632	)

Foreign currency translation adjustment		–		–		–		–		–		–		120			–			120
Net loss for the period		–		–		–		–		–		–		–			(67,561	)		(67,561	)

Balance as of September 30, 2021		10,362,000	$	1,037		1,970,000,000	$	197,000		138,366,398,507	$	13,836,639	$	104		$	(14,103,853	)	$	(69,073	)


	Three Months Ended September 30, 2021
	Preferred Stock				Common stock				Common stock to be issued				Accumulated other						Total Stockholders
	No. of shares		Amount		No. of shares		Amount		No. of shares		Amount		Comprehensive loss			Accumulated deficit			(deficit) equity
Balance as of July 1, 2020 (restated)		–	$	–		1,320,082,946	$	132,009		138,366,398,507	$	13,836,639	$	(17	)	$	(13,969,780	)	$	(1,149	)

Net loss for the period		–		–		–		–		–		–		–			(52	)		(52	)

Balance as of September 30, 2020		–	$	–		1,320,082,946	$	132,009		138,366,398,507	$	13,836,639	$	(17	)		(13,969,832	)		(1,201	)

Balance as of July 1, 2021		10,362,000	$	1,037		1,970,000,000	$	197,000		138,366,398,507	$	13,836,639	$	(16	)	$	(14,028,928	)	$	5,732

Foreign currency translation adjustment		–		–		–		–		–		–		120			–			120
Net loss for the period		–		–		–		–		–		–		–			(74,925	)		(74,925	)

Balance as of September 30, 2021		10,362,000	$	1,037		1,970,000,000	$	197,000		138,366,398,507	$	13,836,639	$	104		$	(14,103,853	)	$	(69,073	)

Description of Subsidiaries
Name	Place of incorporation and kind of legal entity	Principal activities and place of operation	Particulars of registered/paid up share capital	Effective interest held

Marvion Holdings Limited	British Virgin Islands	Investment holding	50,000 ordinary shares at par value of US$1	100%

Marvion Private Limited	Singapore	Corporate management and IT development in Singapore	1,000 ordinary shares at par value of S$1	100%

Marvion Group Limited	British Virgin Islands	Procurement of media and entertainment in Singapore	50,000 ordinary shares at par value of US$1	100%

Marvion (Hong Kong) Limited	Hong Kong	Corporate management in Hong Kong	1,000 ordinary shares for HK$1,000	100%

Typerwise Limited	Hong Kong	Provision of financing, business development solutions & related professional services	10,000 ordinary shares for HK$10,000	100%

·	identify the contract with a customer;
·	identify the performance obligations in the contract;
·	determine the transaction price;
·	allocate the transaction price to performance obligations in the contract; and
·	recognize revenue as the performance obligation is satisfied.

Schedule of translation rates
	September 30, 2021		September 30, 2020
Period-end HKD:US$ exchange rate		0.1284		0.1290
Average HKD:US$ exchange rate		0.1288		0.1289
Period-end SGD:US$ exchange rate		0.7355		0.7312
Average SGD:US$ exchange rate		0.7469		0.7192

Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

Schedule of provision for income taxes
	Nine months ended September 30,
	2021		2020

Current tax	$	–	$	–
Deferred tax		–		–

Income tax expense	$	–	$	–

Schedule of income tax expense
	Nine months ended September 30,
	2021			2020

Loss before income taxes	$	(49,064	)	$	(433	)
Statutory income tax rate		16.5	%		16.5	%
Income tax expense at statutory rate		(8,307	)		(71	)
Valuation allowance not recognized as deferred tax		8,096			71
Income tax expense	$	–		$	–

Schedule of deferred tax assets
	September 30, 2021			December 31, 2020

Deferred tax assets:					–
Net operating loss carryforwards – Hong Kong tax regime (overseas)	$	8,574		$	479
Net operating loss carryforwards – Singapore tax regime (overseas)		986			–
		9,560			479
Less: valuation allowance		(9,560	)		(479	)
Deferred tax assets, net	$	–		$	–

Schedules of concentrations
	Three months ended September 30, 2021					September 30, 2021
Customer	Revenues		Percentage of revenues			Accounts receivable

Customer A	$	13,256		100	%	$	–
Customer B		–		–			–

	$	13,256		100	%	$	–

Exhibit No.		Description

3.1		Restated Articles of Incorporation (1)
3.2		Amended and Restated Certificate of Designation, Preferences and Rights of Series B Preferred Stock*
3.3		Bylaws (1)
4.1		Specimen certificate evidencing shares of Common Stock (1)
4.2		Description of Securities (2)
10.1		Share Exchange Agreement Version 2021001 posted and available for public on 18 October, 2021 on http://www.marvion.media/ (1)
10.2		Confirmation dated October 18, 2021 by and among Lee Ying Chiu Herbert, So Han Meng Julian and Bonanza Goldfields Corp. (1)
21		Subsidiaries *
31.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*
101.SCH		Inline XBRL Taxonomy Extension Schema Document*
104		Cover Page Interactive Data File (formatted in inline XBRL, and included in exhibit 101).

(1)	Incorporated by reference to the Exhibits to the Registration Statement on Form 10 filed with the Securities and Exchange Commission on October 26, 2021.
(2)	Incorporated by reference to Item 11 of Amendment No. 4 to the Registration Statement on Form 10 filed with the Securities and Exchange Commission on March 4, 2022.

	BONANZA GOLDFIELDS CORP.


April 7, 2022	By:	/s/ Man Chung CHAN
		Man Chung CHAN
		Chief Executive Officer and Chief Financial Officer